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SEs°pKENTE N "'�l •ASHINGTON COISi TY Molly F.O'Rourke Director 3 ASSESSMENT, TAXPAYER SERVICES & ELECTIONS DEPARTMENT .,, Scott L.Hovet,CAE ASSESSMENT DIVISION Assessor ASIIIMGTo$CoU" 14949 62ND STREET NORTH•P.O.BOX 6•STILLWATER,MINNESOTA 55082-0006 150 hits or PROGRESS Er Sad Office(651)430-6090 Facsimile Machine(651)430-6223 or(651)430-6255 Sharoan M.Harp,CMA Assessment Administrator • r --- r • 1 f 1 APR - g 2000lig 61 • • As required by Minnesota Statute, the enclosed copy. of Minnesota • Tax Court Petition nerves as notification. • Sincerely, • Jul G4. Roisen, CAS, SAMA • • Commercial Industrial Appraiser JGR/blk . Enol. - . • • • • • • ±O�Oy c Printed on Recycled Paper- AN EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION EMPLOYER 30%Post Consumer Waste t'I> l" MVO cnReeptedPap" AN EQUAL EMPLOYMENT.OPPORTUNITY/AFFIRMATIVE ACTION EMPLOYER SOS Pest oonRarnNtRaoR + �� • • V P CEDED MAR 2 9 2000 REAL ESTATE TAX PETITIONS STATE OF MINNESOTA DISTRICT COURT COUNTY OF WASHINGTON ASSESSORS TENTH JUDICIAL DISTRICT Kmart Corporation, PETITION FOR REVIEW OF 2000 PROPERTY TAXES AND ASSESSMENT AND LEVY UPON WHICH SUCH TAXES Petitioner, ARE BASED, PURSUANT TO MINNESOTA STATUTES 278.01, et seq. vs. State of Minnesota and Fredrikson& Byron, P.A. County of Washington, 1100 International Centre `'1 Minneapolis, Minnesota 55402 Respondents. Attorneys for Petitioner Comes now the Petitioner,Kmart Corporation, and respectfully petitions the Court pursuant to the provisions of Minnesota Statutes Chapter 278 for review of the real estate taxes due and payable in 2000 and the January 2, 1999, assessment and levy upon which such taxes are based. In support thereof,the Petitioner represents and shows to the Court: I. Petitioner has an interest as lessee and/or has an estate,right,title or interest in or lien upon parcels of property identified in the attached valuation notices for taxes payable in 2000 with Property Identification Numbers 04-029-20-12-0014, 04-029-20-12-0022, and 04-029-20-12-0026 commonly referred to by the address 5909 Omaha Avenue N., Oak Park Heights,Minnesota(the"subject property"). - 1 • II. The Washington County Assessor valued and assessed the subject property for real estate taxes payable in the year 2000, including the land and the improvements located thereon, at the PY following value: P.I.D. No. Market Value 04-029-20-12-0014 $707,200 • 04-029-20-12-0022 $353,000 04-029-20-12-0026 $163,300 III. That the classification of the subject property is incorrect and/or that the subject property has been assessed at a valuation greater than its real or actual market value. IV. Petitioner claims that the subject property has been unfairly and unequally assessed. Based upon comparison with property of the same class and in comparable localities,the estimated market value and resultant tax capacity as determined by the Assessor for the subject property are greater in amount than can lawfully or constitutionally be established or imposed upon the subject property and/or were determined and imposed in an arbitrary and unreasonable manner and are excessive,unfair,discriminatory,illegal and invalid. For the foregoing and related reasons the real estate tax levied and assessed upon the subject property based upon said values is illegal and invalid,being contrary to and in violation of the requirements of uniformity, due process, and equal protection of the law under the Fourteenth Amendment to the Constitution of the United States, under Section 7 of Article 1 or Section 1 of Article X of the • -2 - • • Articles of the Constitution of the State of Minnesota, and/or under Minnesota Statutes Chapters 272 and 273. WHEREFORE,Petitioner prays for an Order of the Court as follows: 1. Determining the validity of Petitioner's claims and objections with respect to the valuation, classification and assessment of the subject property. 2. Reducing the estimated market value and resultant tax capacity of the subject property from the values placed upon it by the Assessor. 3. Determining that the real estate taxes due and payable in the year 2000 be reduced in accordance with the reduction of the estimated market value and the tax capacity of the subject property. 4. Allowing the Petitioner to recover its costs and disbursements herein. 5. Ordering that there be no penalties, costs or interest against Petitioner on any amount of taxes levied herein. 6. Granting such further relief as may be proper and equitable. FREDRIKSON&BYRON,P.A. Dated: /LI&..wJ2es, 2000 6-49$4441,s0 � Oiltegy omas R. Wilhelmy 900 Second Avenue South • 1100 International Centre Minneapolis,MN 55402 (612) 347-7058 Attorney Registration No. 0117134 Attorneys for Petitioner - 3 - s Due and personal service of the required number of copies of the within Petition is admitted at Stillwater,Minnesota, this day of , 2000. County Assessor By: Due and personal service of the required number of copies of the within Petition is admitted at Stillwater,Minnesota,this day of , 2000. County Attorney By: Due and personal service of the required number of copies of the within Petition is admitted at Stillwater, Minnesota, this day of , 2000. County Treasurer By: Due and personal service of the required number of copies of the within Petition is admitted at Stillwater,Minnesota,this day of , 2000. County Auditor By: ::ODMA\PCDOCS\FBDOCS 1\2358726\1 -4- ,t011w..ut).�axaau ��.,..-t• Washington Coon Illation Notice . - Taxpayer Services&Election ; � Estimated Market Valnd Property Class Assessment Division For Taxes Payable in 2000 14949 62nd Street N. P.O.Box 6 • State law requires all property owners to be notified of any Stillwater,MN 55082-0006 changes in their market value or property class. Parcel ID: R 04.029.20.12.0014 Property Class: Property is classified according to its use. /_ ' '75- ' J nv C- o olo- cRQ/ Bare land,with no clear use,is classified according to its (� ahighest and best use. Different classes of property are taxed Property Owner(s): at different rates established by the state legislature. Property Class: COMM . K—MART.CORPORATION • Property Address: 5909 OMAHA AVE N 3110 W BIG BEAVER RD TROY MI 48084 • Municipality: CITY OF OAK PK OS 1. 1999 Estimated Market,Value is the assessor's estimate of what a property would sell for in an arm's length transaction. Market value is defined as the most probable price that a well informed buyer would paya well informed rY $ 707,200 seller for a property without either party being unduly pressured to buy or sell 2. Value of New Improvements is the assessor's estimate of the value improvements have added to the property. New improvements are not eligible for limited market value. $ 3. 1999 Limited Market Value applies to agricultural,residential or noncommercial seasonal recreational residential property. This provision limits increases on taxable values to not more than ten percent over the preceding year's limited market value.(or estimated market value if there was no limited)or one-fourth of the difference between the two year's: values,whichever is greater. $ • 4. . Green Acres is a_taxdeferment program for agricultural property. The deferment is designed to protect farm land from valuation or.`.taxation°increases resulting from outside economic influences such as urban development or the. proximity of the land to a lake or river. $ • 5. Exemption for.Certain Improvements is commonly known as This Old House and applies to homes 35 years of age • or older. Depending On the age of the house,some or all of the assessor's value of the improvements may be exempted. To qualify,the property must be the applicant's homestead in the year the improvements were made. Further information • may be obtained from your county assessor's office. $ 6. 1999-Taxable Market Value is the value your property tax is actually based on. It is the final value after all$' 707,200 reductions,limitations and deferrals.. Preliminary Review If you have questions concerning this notice or the valuation or classification of your property,please first call your local assessor at 651-430-6090. Often questions or concerns can be addressed without a formal appeal. Please note: This preliminary review is provided as a service to property owners. It is not a formal part of the appeal process and it does not take the place of the local Board of Review or any other appeal proceedings. • RECEIVED MAR 2 6 1999 cavort TAX GROUP You may appeal your valuation or classification at the following locations: Local Board of Review meeting: TM APRIL 6, 1999 7:00 PM CITY HALL County Board of Equalization Meeting: Tuesday,June 15,1999 Washington County Government Center Make an appointment by calling 430-6093 before June 1,1999. Additional instructions,conditions and limitations are stated below and on the reverse. Note: The appeal process may vary from one taxing jurisdiction to another.If you do not follow the required appeal process explained on the back of this form,you may forfeit some of your appeal rights. •• Factors That Affect Your Property Tax The tax you pay next year is determined by three factors: (I)the property's taxable market value,(2)the classification of the property and (3)the amount of money spent by local taxing jurisdictions. If you disagree with either your property valuation or classification,you can appeal to your Local Board of Review and County Board of Equalization. Comments you have concerning local taxing jurisdictions' spending should be made at Truth in Taxation hearings held in the fall of the year. Budget decisions that affect the following year's property taxes are made at these meetings. vnlb "ahaycr lcrvicus&Elcctlons � " Assessment Division « ` Estimated Market Value Property Class For Taxes Paya e in 2000 ' 14949 62nd Street N. �, P.O.Box 6 State law requires all property owners to be notified of any • Stillwater,MN 55082-0006 changes in their market value or property class. ParcelcID: R 04.029.20.12.0022 Property Class: Property is classified according to its use. =in I ) c..7r OL'eD 10—LET)a Bare land,with no clear use,is classified according to its highest and best use. Different classes of property are taxed Property Owner(s): at different rates established by the state legislature. Property Class: COMM OAK.PARK PARTNERS C/0 WATSON CENTERS INC Property Address: 3033..EXCELSIOR BLVD—#420 MINNEAPOLIS MN 55416-4676 • Municipality: CITY OF OAK PK H16 1. :1999.Estl hated Market Value is the assessor's estimate of what a property would sell for in an arm's length transaction:,Market.value is defined as the most probable price that a well informed buyer would pay a well informed seller for aproperty without either party being unduly pressured to buy or sell $ 353,000 • 2.. `Value'of New Improvements is the assessor's estimate of the value improvements have added to the property. New improvements are not eligible for limited market value. $ 3. ..1999 Limited Market Value applies to agricultural,residential or noncommercial seasonal recreational residential property. This provision limits increases on taxable values to not more than ten percent over the preceding year's limited ' market value(or estimated market value if there was no limited)or one-fourth of the difference between the two year's values,whichever is greater.: $ 4. Green Acres'is a tax deferment program'for agricultural property. The deferment is designed to protect farm land • from••valuation:or taxation increases resulting from outside economic:influences such as urban development'or the proximity of the land to a lake or river. $ • S. Exemption for Certain Improvements is commonly known as.This Old House and applies to homes 35 years of age or older. Depending on the age of the house,some or all of the assessor's value of the improvements may be exempted. To qualify,the property must be the applicant's homestead in the year the improvements were made. Further information , may be obtained from your county assessor's office. $ 6. 1999`Taxable Market Value is the value your property tax is actually based on. It is the final value after all reductions,limitations and deferrals_ $ 353,000 Preliminary Review If you have questions concerning this notice or the valuation or classification of your property,please first call your local assessor at 651-430-6090.•Often questions or concerns can be addressed without a formal appeal. Please note: This preliminary review is provided as a service to property owners: it is not a formal part of the appeal process and it does not take the place of the local Board of Review or any other appeal proceedings. • • RECEIVED MAP 7 51 1999 • • DEVON TAX GROUP • • • You may appeal your valuation or classification at the following locations: Local Board of Review meeting: TUES APRIL 6, 1999 7:00 PM CITY HALL County Board of Equalization Meeting: Tuesday,June 15,1999 Washington County Government Center Make an appointment by calling 430-6093 before June 1,1999. Additional instructions,conditions and limitations are stated below•arid on the reverse: :; Note: The appeal process may vary from one taxing jurisdiction to another.If you do not follow the required appeal process explained on the back of this form,you may forfeit some of your appeal rights. • Factors That Affect Your Property.Tax The tax you pay next year is determined by three factors: (1)the property's taxable market value,(2)the classification of the property and (3)the amount of money spent by local taxing jurisdictions. If you disagree with either your property valuation or classification,you can appeal to your Local Board of Review and County Board of Equalization. Comments you have concerning local taxing jurisdictions' spending should be made at Truth in Taxation hearings held in the fall of the year,.Budget decisions that affect the following year's property taxes•are made at these meetings. vnlb • •"..‘.....tail! • Ui ••••>. 1 Wasiiuigtoii l,uw n nation :Notice Taxpayer Services&Election 3 .f" Estimated Market Val d Property Class Assessment Division For Taxes Payable in 2000 14949 62nd Street N. P.O.Box 6 State law requires all property owners to be notified of any Stillwater,MN 55082-0006 n, changes in their market value or property class. Parcel Il): R•04.029.20.12.0026 Property Class: Property is classified according to its use. 69 r7._'1T7fl o. '.v s86/6 6Ro? . Bare.land,with no clear use,is classified according to its highest and best use. Different classes of property are taxed •PropertyOwner(s): at different rates established by the state legislature. • •Property Class: COMM • .OAR PARR::PARTNERS. • • C/0 WATSON CENTERS•INC Property Address: 3033 EXCELSIOR BLVD—#420 MINNEAPOLIS MN 55416-4676 Municipality: CITY OF OAK PR H'It 1. 1999 Estimated Market Value is the assessor's estimate of what a property would sell for in an arm's length transaction'.. Market value is'defined as the most probable price that a well informed buyer would pay a well informed seller for a property without either party being unduly pressured to buy or sell $ 163,300 2. Value of 1T wrImprovements is the assessor's estimate of the value improvements have added to the property. New improvements are not eligible for limited market value. $ • 3. • 1999.Limtted MarketValue applies to agricultural,residential or noncommercial seasonal recreational residential property.`This provision limits increases on taxable values to not more than ten percent over the preceding year's limited • market value(or,estiimated market`value if there was no limited)or one-fourth of the difference between the two year's values,whichever is greater. • $ 4.• ...Green-Adis is a tax deferment program for•agricultural property ,The deferment is designed to protect farm land from:'valuation"or•tazadon increases resulting from outside economic influences such'as urban development'or the proximity of the land to a lake or river. $ • 5. Exemption for Certain Improvements is commonly known as.This Old House and applies to homes 35 years of age • or older..Depending on the age of the house,some or all of the assessor's value of the improvements may be exempted. To qualify,the property must be the applicant's homestead in the year the improvements were made. Further information • may be obtained from your county assessor's office. $ 6. 1999:Taxable Market.Value is the value your property tax is actually based on. It is the final value after all reductions,limitations and deferrals_ $ 163,300 • Preliminary Review; If you have questions concerning this notice or the valuation or classification of your property,please first call your local assessor at 651-430-6090. Often questions or concerns can be addressed without a formal appeal. Please note: This preliminary review is provided as a serviceto property owners..It Is not a formal part of the appeal process and it does not take the place of the local Board of Review or any other appeal proceedings.•. • • I RECEIVED MAR'2 5 1999 DEVON TAX GROUP • You may appeal your valuation or classification at the following locations: Local Board of Review meeting: TUE APRIL 6, 1999 7:00 PM CITY HALL Countr Board of Equalization Meeting: Tuesday,June 15,1999 Washington County Government Center • Make an appointment by calling 430-6093 before June 1,1999. Additional instructions,conditions and limitations are stated .below and on the reverse." • Note:The appeal process may vary from one taxing jurisdiction to another.If you do not follow the required appeal process explained on the back of this form,you may forfeit some of your appeal rights. • • Factors That Affect Your Property Tax The tax you pay next year is determined by three factors: (1)the property's taxable market value,(2)the classification of the property and (3)the amount of money spent by local taxing jurisdictions. If you disagree with either your property valuation or classification,you can appeal to your Local Board of Review and County Board of Equalization. Comments you have concerning local taxing jurisdictions' spending should be made at Truth in Taxation hearings held in the fall of the year.•Budget decisions that affect the following year's property taxes are made at these meetings. vnrb Firm/Affiliate Offices OPPENHEIMER WOLFF & DONNELLY LLP r � t ' (r� \f7 7, ' ( Amsterdam EE Plaza VIIBrussels 45 I 45 South Seventh Street I a APR _ 6 1999 1, Chicago Suite 3400 Minneapolis,MN 55402-1609 Geneva (612)607-7000 Los Angeles FAX (612)607-7100 Minneapolis Direct Dial: (612)607-7334 E-Mail: ceiden@owdlaw.com New York Orange County March 31, 1999 Paris Saint Paul Mr. Tom Malena Silicon Valley City of Oak Park Heights Washington,D.C. 14168 North 57th Street Oak Park Heights,MN 55082 www.owdlaw.com Re: K-Mart Lease with Andersen Corporation Dear Mr. Malena: I am enclosing herewith a bound presentation package, which I found in my file pertaining to the above-referenced property. I believe this should have been returned with the transcript previously forwarded to you. Sincerely, OPPENHEIMER WOLFF &DONNELLY LLP Carol Ann Eiden CAE:cag Enclosure ♦TC3: 511007 v01 3/31/99 ^1 Presentation 1 1 1 THE CITY COUNCIL OAK PARK HEIGHTS,MINNESOTA • 1 1 i 1 CONSTRUCTION OF A 1 K mart STORE DEVELOPMENT 1 1 1 1 ZAPPALA&COMPANY, INC. Investment Banking II . I I A PRESENTATION PREPARED FOR OAK PARK HEIGHTS, MINNESOTA PRESENTED TO THE CITY COUNCIL OF OAK PARK HEIGHTS,MINNESOTA The Honorable Donald Mondor,Mayor Ken Heuer,Clerk-Treasurer John Groth John Lang Richard Seggelke R. S. Torgerson and to Lyle J. Eckberg, Esquire,City Attorney TO CONSIDER CONSTRUCTION OF A K mart STORE DEVELOPMENT I I ZAPPALA & COMPANY, INC. Investment Banking 1046 Union Trust Building Pittsburgh, Pennsylvania 15219 (412) 263-3440 I I IINTRODUCTION I The location of a shopping center in a community results in the creation of multiple benefits for that community. Some of the more obvious benefits include the following: 1. A SHOPPING CENTER, BY DEFINITION, IS JOB INTENSIVE. This proposed shopping center develop- ment will result in the hiring of some 60 persons at an annual payroll of some$500,000. 1 2. THE SALES TAX REVENUE IS SUBSTANTIAL. Proceeds to the State of Minnesota will exceed $120,000 annually. The sales tax revenue is all the more vital in the present economic environment because its escalating nature provides the State a real hedge • against inflation. 3. THE REAL ESTATE TAX IMPACT IS SIGNIFICANT. Revenue generated b this shopping center will exceed $30,000 annually. In light of the bond financing approach to this project, in-lieu-of real estate taxes will be paid by the tenants of the shopping center. 4. LOCAL CONTRACTORS AND SUB-CONTRACTORS WILL BE PUT TO WORK. One of the most seriously affected industries in this time of inflation and recession has been the contracting industry. A shopping center of this nature will literally create job opportunities for local individuals involved in those industries. 5. LOCAL BANKS WILL BE EMPLOYED AS TRUSTEE FOR THE BOND ISSUE AND DEPOSITORS FOR THE SHOPPING CENTER'S PROCEEDS. 1 1 I I The legality of such bond issuance is clear, and found in legislative enactment of the State of Minnesota. By asking the City of Oak Park Heights to issue development revenue bonds, I we are not asking the City or the State of Minnesota to incur any expenses or any liability. The City of Oak Park Heights incurs no legal liability by authorizing issuance of development revenue Ibonds. The purchasers of the bonds have legal recourse, in case of default, only to the tenant of the project and the situs and Ibuilding thereon. The issuance of development revenue bonds does not create I a tax break to the K mart Corporation,the investor developer, or any tenant locating in the shopping center at present or in the future. The interest on the bonds is tax free to the purchaser of I the bonds, and it is only in that sense that there is a tax ad- vantage involved. I The concept of bond issuance is to stimulate economic growth in a community, create new jobs and generally broaden a community's economic base. All of these purposes are clearly Iand effectively served by the herein proposed project. 1. 60 jobs, with a payroll of approximately I $500,000. Since the life of the K mart lease will be 25 years, the total impact will be $12,500,000 1 2. Real estate taxes approximated at a conservative $30,000 per year, for the 25 year life of the K mart lease, results in $ 750,000 1 3. The sales tax impact calculated at $120,000 per year for 25 years to the I State, results in a total benefit of another $ 3,000,000 I The total economic benefit of this project results in the generation, to Oak Park Heights and the State, of $16,250,000 t I I I I 1 A project such as this creates a ripple effect throughout the economic stream in any given community. For example, in the case of this proposed K mart project,there are general areas 1 in which probable benefits will inure to the municipality. Benefits will generally be felt by other businesses in the I area, such as restaurants, motels, places ofentertainment, etc. Likewise, benefits will be felt by the local newspapers in the form of increased advertising revenue; by the local banks - II first, as Trustee for the bond issue and second, as the bank chosen as depository for the store's receipts;additionally, banks and similar institutions will benefit by way of increased savings I accounts, checking accounts, etc. from these additional employees. I A further benefit to the community is that a revenue bond issue, such as this, usually replaces on the tax rolls a property which had produced little, if any, real estate tax I revenues, with a property generating greatly increased real estate revenues. It is important to remember that the assessed valuation within the municipality is affected and, thus, brings I benefits by way of increasing the .valuation upon which the community's general obligation debt is rated. In other words, chances of increasing the rating on the municipality's own I - bond indebtedness rises as non-real estate properties are added to the tax rolls. 11 I I I I I I I I PROJECT I 1 PROPERTY The subject property consists of approximately 4.0 acres of land located adjacent to the St. Croix Mall on the corner of U. S. Highway 212 I and Osgood Avenue in Oak Park Heights, Minnesota. IFACILITIES AND IMPROVEMENTS The facilities will consist of a one-story department store building Iapproximately 248 feet wide by 224 feet deep, containing a floor area of approximately 55,552 square feet, with an attached garden shop approximately 42 feet by 96 feet, containing a floor area of approxi- Imately 4,032 square feet. The facilities will be fully heated and air- conditioned for comfort, and sprinklered for safety. In the public areas, the ceilings will be acoustically tiled and the floor covered with a resilient Iflooring material. IOn-site improvements will include: (a) paved parking area to accommodate at least 330 standard sized Iautomobiles; (b) concrete safety bumpers at the paving perimeters, as required; I (c) storm water collection system; I (d) points of ingress and egress as approved by the State Highway Department;and 1 (e) landscaping. Off-site improvements will include: I (a) The areas of storm drainage facilities, highway access, sanitary system, electrical system, and water service facilities for both 1 consumption and fire protection. I 1 I I I ESTIMATED COST OF THE PROJECT IThe estimated costs are as follows: Land acquisition, building costs, including I on and off-site improvements Bond Interest Reserve Cost of Financing IBond Discount TOTAL $2,000,000 Costs are estimated based on similar projects. Exact costs I would be determined prior to closing and would be documented, but are not expected to exceed $2,000,000. 111 JOB IMPACT It is projected that the Project will create approximately 60 new jobs, at an estimated annual payroll of approximately $500,000. REAL ESTATE TAX IMPACT It is projected that, upon completion of the Project I facilities, approximately $30,000 per annum will be generated for the local governmental bodies by way of real estate taxes. COMPLETION DATE The completion date of the Project is projected for the ISummer of 1979. I II 111 t 11 IAPPLICATION OF BOND PROCEEDS 1 The Bond proceeds will be used to finance the cost of Ithe Project, in whole or in part, including the cost of acquiring real estate, interest in real estate, construction of the K mart Corporation building, and the making of other improvements and to pay expenses incidental thereto. IThe proceeds of this Bond issue will be applied to the costs of the Project in the categories as separately recited herein, but will be administered and disbursed pursuant to the terms of I the Installment Sale Agreement and Indenture, under the super- vision of the Trustee Bank. I I I I I I I I ; I I I ICONSTRUCTION I I The. construction of the facilities will be by a general . contractor and involve approximately ten (10) majora sub- contractors. The contractor's and/or sub-contractor's perfor- mance will be bonded by acceptable surety companies as to I . completion, performance and payment to the extent of one hundred percent of the construction cost. I The construction will be in strict accordance with all applicable zoning and subdivision regulations. Adequate water and sewer services are available, or will be made available, at the I site. There will be maintained in effect a policy of builder's I risk insurance upon all the work done and material furnished to the limits of one hundred percent of the insurable value, naming the community and the Trustee bank as insureds, as their interests I may appear. There will also be provided full insurance coverage • for damage of, theft to, or loss of equipment and material while on the site, as well as general comprehensive liability insurance Iprotecting against injuries to persons and damage to property at limits of $1,000,000.00 - $3,000,000.00, naming the com- munity and Trustee bank as additional insureds. I I I I 1 111 THE LEASE I The following is a general purpose summary of certain pro- ! visions of the Lease between the Owner-Developer, as Landlord, and the K mart Corporation, as Tenant. I TERM: The Term of the Lease commences on the date upon which I the Tenant shall open for business or on the date which shall be sixty (60) days after the date upon which Tenant's building and all other improvements, have been completed in accordance with I the applicable plans and specifications and appropriate certifica- tions to that effect are obtained, and shall terminate twenty-five (25) years from the last day of the month in which the term Icommenced. OPTIONS: I The Tenant isP iven the option to extend the term of the 9 Lease for an additional period coinciding with and terminating upon the due date of the latest maturing bond coupon issued here- under, if beyond the term-of the Lease upon the same terms and I conditions, together with the option to extend the term for ten (10) successive periods of five (5) years. ITAXES AND ASSESSMENTS: Tenant has agreed to pay all taxes and assessments and other I governmental impositions and charges of every kind and nature whatsoever which are levied or assessed against the Demised Premises during the Lease term. ICOMPLETION: I Landlord has agreed to complete Tenant's building and site improvements in accordance with a set of plans and specifications which have been approved by the Landlord and the Tenant. I I I I I GUARANTEE: The Landlord has unconditionally guaranteed all of the Landlord's work against defects in workmanship and material for Ia period of one (1) year from the date of completion of the Project. REPAIRS AND MAINTENANCE: Tenant has agreed to make and pay for such repairs and maintenance it deems necessary to keep the Demised Premises I in good order and repair. Landlord has no responsibility beyond the guarantee. IALTERATIONS AND ADDITIONAL CONSTRUCTION: Tenant reserves the right to construct additional buildings upon to the the Demised Premises and to make_anyalterations building or buildings, with the right to raze any building, provided such razed building is replaced, at Tenant's expense,with a structure I of equal or greater value. IUTILITIES: Tenant has agreed to pay all charges for utility services fur- 1 nished to the Demised Premises during the Lease Term. INSURANCE: Tenant is required to insure the building against damage or destruction by fire and other casualties under a standard extended coverage insurance policy to an amount not less than ninety (90%) percent of the replacement value of the buildings above the foun- dation walls. I FIRE AND OTHER CASUALTY: ITenant has agreed to repair, rebuild and restore the Demised Premises if damaged or destroyed by fire or other casualty; pro- I vided that it over fifty (50%) percent destruction occurs to the Demised Premses during the last five (5) years of the lease term, -1 Brant may elect to terminate the Lease on the condition that ithe Bonds issued hereunder are redeemed. I 1 1 IEMINENT DOMAIN: I If all of the Tenant's building, or if all the points of ingress and egress to the public roadways are taken by eminent domain, the Lease shall terminate. If more than ten (10%) percent of the I building or more than ten (10%) percent of the total land is taken by eminent domain, the Tenant has the right to terminate the Lease. In the event of any taking resulting in the termination of I the Lease, Tenant has agreed to yield its claim for any damages to the repayment of the Bonds. 1 INDEMNITY: Tenant has agreed to indemnify and save Landlord, the City I and the Trustee harmless from and against all penalties, claims or demands arising out of Tenant's use of the Demised Premises, in- cluding any liability, loss and expense with respect to any injury Iand/or damage to persons or property. DEFAULT: IThe Landlord, theevent of default or violation of the Lad in v t a I covenants or conditions in the Lease by the Tenant, may termi- nate the Lease after notice and have all remedies of default as stated in the Lease. I- - I I I I I I . I I I ICONSTRUCTION ADVANCE AGREEMENT IThe Construction Advance Agreement (Advance Agreement) will constitute an agreement between Trustee bank, F-R-A I Associates, Inc., and Owner-Developer, to be consented to by the Growth Corporation, which will control advancements and disburse- ments from the construction fund (Bond issue). IThe construction fund is to be disbursed from time to time by the Trustee as work progresses upon written application and I certification made by the Owner-Developer to F-R-A with F-R-A's consent thereto made to the Trustee. Disbursements are autho- rized to the following categories: (i) land rent during construction, I (ii) insurance premiums, filing and recording fees, (iii) site grading, paving and utilities, (iv) off-site improvements, (v) amounts payable to contractors and suppliers, (vi) the fees of the Trustee and F-R-A, I and (vii) cost of financing. Disbursement of land rent, insurance premiums, filing and Irecording fees, cost of financing and the fees of the Trustee and F-R-A are authorized disbursements when incurred and as approved by F-R-A. The amounts payable to contractors and suppliers for Ithe cost of the Improvements, as well as site grading, paving, utilities and off-site improvements are authorized, subject to the approval I of F-R-A, only to the extent of no more than ninety (90%) percent of such cost until final disbursement. Final disbursement is authorized, subject to the approval of F-R-A, only upon final completion of the Improvements, the un- conditional acceptance thereof by the Occupant, and the delivery I of appropriate certifications of completion with regard to the Im- provements, all in form and substance satisfactory to F-R-A, together with such other requirements as F-R-A may reasonably require. I I I I . I 1 1 IF-R-A ASSOCIATES, INC. F-R-A Associates, Inc. (F-R-A) is a Pennsylvania corporation havings its executive offices at 1046 Union Trust Building, 1 Pittsburgh, Pennsylvania. The principals and sole stockholders of F-R-A are Richard A. Zappala, Esquire, President, and Ronald A. Rosenfeld, Executive Vice President. The business of F-R-A is generally in the area of Financial Review and Administration. F-R-A has been staffed with in-house Iattorneys, in addition to the principals, and an engineering depart- ment. They will review, typically, leases, construction contracts, title reports, performance bonds, guarantees and agreements and Iconstruction work in progress. Specifically, as it relates to the subject Project, it has re- viewed matters related to title, as well as the Lease, Construction Contract, Performance Bonds, Insurance Policies, and the closing I documents. It will review and inspect construction in progress and the requests for advances out of the Construction Fund made by the Owner-Developer. It will approve such advances, when it is I satisfied that the work has been performed by the Owner-Developer and that there are sufficient funds available for the completion of the Project remaining in the Construction Fund. IIt will be a further responsibility of F-R-A to ascertain that the project facilities are finally completed in accordance with the I requirements of the Occupant and all applicable ordinances, laws and regulations and that the Occupant is in full occupancy of the facilities under the terms of the Lease and has commenced payment I of the full rentals thereto prior to approval of any final disbursement out of the Construction Fund to the Owner-Developer. 111 1 I 111 t II, I OWNER - DEVELOPER 1 Financial Properties Developers, Inc., is a wholly owned sutsidiary of Abrams Industries, Inc., a publicly owned I construction,. manufacturing and real estate company. Financial Properties Developers, Inc. is responsible for all activities involved in the development, management and ownership of real estate Iproperties. Financial Properties Developers, Inc., and its predecessor . . I . companies, have successfully developed properties for such major national and regional retailers as K mart Corporation, Zayre, I W. T. Grant Company, Food Fair Stores, Colonial Stores, Inc., Eckerd Drugs, Kroger Company and others. Approximately 5 years ago, the company determined that of all these retailers, the most active and viable was K mart Corporation. Since that time, it has concentrated its efforts on the development of shop- ping centers with a K mart store as an anchor tenant. Many of ithese centers also included supermarkets and other retail shops. Chief Executive Officer: Arthur Heyman, President IPrincipal Contact: ; James T. Murphy, Vice-President I Company Counsel: Henry Rogers, Esq. Smith, Cohen, Ringel, Kohler & Martin I 2400 1st National Bank Tower Atlanta, Georgia 30303 (404) 658-1200 ICertified Public Accountant: Touche Ross& Company 225 Peachtree Street, N. E. I Suite 1400 Atlanta, Georgia 30303 (404) 522-6823 I I I I t i OCCUPANT The occupant of the Project facilities. will be the K mart Corporation. The K mart Corporation is a nationally reknowned 1 general merchandise company, having its general headquarters in Troy, Michigan. It will operate the facilities as part of its K mart program, a program of quality merchandise at discount prices. The Project, and the Growth Corporation's interest therein, will be fully and adequately insured by appropriate policies of fire insurance. A summary of the K mart Lease and financial infor- mation on K mart is enclosed. The K mart Corporation (formerly S. S. Kresge Company) is one of the major retailers in the world with 1,782 stores in the United States, Canada, Australia and Puerto Rico. There are 1,367 K marts. They are one floor department stores, generally free-standing units, in suburban areas. Although I the company opened eight K marts in the 40,000 square foot range in srnaller cities in 1974, most K marts,range in size from 65,000 square feet to 96,000 square feet, of which about 78% is selling area. K mart provides a full department store range of first IA quality merchandise. Lower selling prices are achieved by fast inventory turnover, the elimination of limited-appeal or fringe items, low overhead and the use of self-service, central checkout operations. The company operates 329 Kresge and 86 Jupiter stores. 1 Kresge stores are variety stores and Jupiter stores are very limited- line discount stores converted from former Kresge stores. ' K mart provides equal employment opportunity in all of its operations and in all areas of employment practice regardless of race, color, sex, age, religion or national origin. The company has designed and is implementing programs pursuant to this pol- icy and its commitment of equal opportunity. Based upon the company's Employer Information Report EEO-1 for 1977, in the report category of "officials and managers", there are 31,656 persons of which 46.5% are females and minorities. 1 1 EXCERPTS FROM IK mart CORPORAT '. 1 1977 ANNUAL REPO' 11 1977 HIGHLIGHTS 1 • 1 r K mart Corporation I 10-YEAR FINANCIAL SUMMARY 1 SUMMARY OF OPERATIONS 1977 1976 I (Millions) Sales $9,941 $8,382 Licensee fees and rental income 123 101 Cost of merchandise sold 7,383 6,222 I Advertising 240 191 Interest expense—net 12 8 Selling, general and administrative expenses 1,851 1,564 I Income before taxes 578 498 Income from retail operations 301 266 Net income 303 267 I STATISTICAL INFORMATION Earnings Per Common and Common Equivalent Share $ 2.43 $ 2.15 Return on Sales I Income before taxes 5.8% 5.9% Income from retail operations 3.0 3.2 Net income 3.0 3.2 I Sales Analysis (Millions) K mart $9,447 $7,870 Kresge and Jupiter 494 512 $9,941 $8,382 I U.S. $9,064 $7,552 Foreign 877 830 $9,941 $8,382 I Stores in Operation K mart 1,367 1,206 Kresge 329 349 t Jupiter 86 91 1,782 1,646 U.S. 1,582 1,458 1 Foreign 200 188 1,782 1,646 Selling Area Square Feet (Millions) I K mart 82.8 74.6 Kresge and Jupiter 5.3 5.7 88.1 80.3 1 Employee Compensation & Benefits, Per Sales Dollar 14.3 14.3 Financial Ratios Current Ratio 2.0 2.0 I Inventories/net working capital 1.7 1.6 Return on assets (beginning) 10.6 11.2 Return on stockholders' equity (beginning) 21.0 22.3 1 Common Stock Market Data Price range—high 407/s 433/4 1 —low 253/4 311/4 P/E Ratio (average) 13 18 I Book value 13.87 11.90 Dividends declared .56 .32 Dow-Jones Ind. Index—high 1000 1014 ' —low 801 858 A - 1 Data reflects a change in accounting for leases in 1977 only (see Financial ' stock splits and reclassification of state and local income taxes. I I 1975 1974 1973 1972 1971 1970 1969 1968 $6,798 $5,536 $4,633 $3,837 $3,100 $2,559 $2,185 $1,732 85 76 69 65 62 53 45 36 111 5,053 4,248 3,504 2,900 2,328 1,937 1,659 1,304 157 137 107 90 68 65 54 35 12 21 13 8 9 9 8 4 t 1,255 1,013 822 256 694 569 466 395 328 406 193 210 188 135 ll4 97 209 102 136 115 96 67 54 48 I201 105 138 117 98 68 54 48 ii $ 1.64 $ .87 $ 1.15 $ 1.00 $ .85 $ .62 $ .52 $ .46 ill 6.0% 4.5% 5.5% 5.5% 6.1% 5.3% 5.2% 5.6% 3.1 1.8 2.9 3.0 3.1 2.6 2.5 2.8 I 3.0 1.9 3.0 3.1 3.2 2.7 2.5 2.8 $6,273 $5,002 $4,101 $3,288 $2,557 $2,014 $1,640 $1,201 525 534 532 549 543 545 545 531 P $6,798 $5,536 $4,633 $3,837 $3,100 $2,559 $2,185 $1,732 $6,108 $4,968 $4,207 $3,490 $2,812 $2,329 $1,994 $1,582 690 568 426 347 288 230 191 150 $6,798 $5,536 $4,633 $3,837 $3,100 $2,559 $2,185 $1,732 935 803 673 580 486 411 338 273 II380 422 460 487 520 539 566 593 98 101 111 116 116 123 118 116 1,413 1,326 1,244 1,183 1,122 1,073 1,022 982 I 1,233 1,158 1,091 1,034 978 144 937 892 862 180 168 153 149 136 130 120 1,413 1,326 1,244 1,183 1,122 1,073 1,022 982 I 60.3 52.6 44.3 37.7 31.4 26.1 20.8 16.5 6.1 6.8 7.4 7.8 8.2 8.5 8.8 9.0 111 66.4 59.4 51.7 45.5 39.6 34.6 29.6 25.5 14.3 14.5 14.4 14.6 14.5 14.7 14.5 14.7 I2.0 2.3 1.9 1.9 2.1 2.2 1.6 1.8 1.5 1.3 1.7 1.6 1.4 1.2 1.8 1.5 10.6 6.3 9.9 10.5 10.4 8.5 8.3 9.0 19.8 11.3 17.3 20.9 20.9 18.3 17.0 17.3 353/s 3878 51'/s 4978 33'/8 1978 20'4 151/2 I 20'/8 18`/a 28'/a 31'/z 183 11118 12 S 8`/s 18 33 34 41 31 24 32 26 9.93 8.45 7.73 6.70 5.03 4.24 3.56 3.09 24 22 .20 .173 .167 .147 .133 .113 P881 891 1051 1036 950 842 968 985 632 577 788 889 797 631 769 825 Statements-Note G), the adoption of LIFO in 1974, all poolings-of-interests, A 2 I CONSOLIDATED BALANCE SHEETS 1 January 25, January 26, I Assets 1978 1977 Current Assets: I Cash $ 102,535,000 $ 106,225,000 Certificates of deposit 17,750,000 23,655,000 Marketable securities, at cost approximating market 190,926,000 282,158,000 I Accounts receivable 58,564,000 66,190,000 Merchandise inventories 2,148,645,000 1,738,262,000 Operating supplies and prepaid expenses 33,691,000 32,588,000 Total current assets 2,552,111,000 2,249,078,000 I Investment in and Advances to Insurance Operations 57,890,000 47,464,000 Other Assets and Deferred Charges 50,192,000 45,379,000 ' Receivables from Sub-Tenants under direct financing leases 12,495,000 Fixed Assets, at cost: I Land 34,062,000 28,409,000 Buildings 88,602,000 89,782,000 Leasehold improvements 93,777,000 84,328,000 Furniture and fixtures 761,066,000 662,916,000 ' Construction in progress 40,763,000 8,229,000 1,018,270,000 873,664,000 Less—Depreciation and amortization 404,311,000 350,013,000 , Total fixed assets owned 613,959,000 523,651,000 Leased property under capital leases 141,463,000 Total fixed assets 755,422,000 523,651,000 I $3,428,110,000 $2,865,572,000 Liabilities Current Liabilities: 1 Portion of long-term debt due within one year $ 1,381,000 $ 1,388,000 Obligations under capital leases due within one year 3,027,000 Accounts payable—trade 870,039,000 761,511,000 I Accrued taxes, other than U.S. and foreign income taxes 99,368,000 79,328,000 Accrued payrolls and other liabilities 184,830,000 175,043,000 Dividends payable 17,031,000 9,696,000 U.S. and foreign income taxes 104,008,000 108,068,000 Total current liabilities 1,279,684,000 1,135,034,000 Deferred Gain on Sales and Leasebacks 7,770,000 8,073,000 1 Deferred U.S. and Foreign Income Taxes 71,385,000 61,026,000 Long-Term Debt, less portion due within one year 210,798,000 210,858,000 ' Obligations Under Capital Leases, less portion due within one year 152,113,000 Minority Interest in Australian Subsidiary 18,543,000 8,788,000 Stockholders' Equity: Common stock 121,650,000 121 205000 Capital in excess ofpar value p 219,722,000 208,998,000 Income retained for use in the business 1,346,445,000 1,111,590,000 Total stockholders' equity 1,687,817,000 1,441,793,000 I $3,428,110,000 $2,865,572,000 See Notes to Consolidated Financial Statements. I A -3 , 1 K mart Corporation I CONSOLIDATED STATEMENTS OF INCOME 1 Fiscal Year Ended January 25, January 26, 1 1978 1977 Sales $ 9,941,398,000 $8,381,879,000 Licensee fees and rental income 123,059,000 101,724,000 ' Interest income 10,979,000 10,968,000 10,075,436,000 8,494,571,000 1 Cost of merchandise sold (including buying and occupancy costs) 7,382,900,000 6,222,265,000 Advertising 239,820,000 190,952,000 Selling, general and administrative expenses 1,851,359,000 1,564,064,000 1 Interest expense 23,163,000 19,350,000 9,497,242,000 7,996,631,000 1 Income before estimated income taxes 578,194,000 497,940,000 Estimated income taxes: U.S. 222,051,000 198,236,000 111 Foreign 15,109,000 12,253,000 State and local 31,909,000 16,252,000 Tax effects of timing differences 8,146,000 4,969,000 1 277,215,000 231,710,000 Income from retail operations 300,979,000 266,230,000 1 Net income from insurance operations 1,940,000 344,000 Net income for the year $ 302,919,000 $ 266,574,000 Earnings per common and common equivalent share $2.43 $2.15 I 1 CONSOLIDAYED STATEMENTS OF INCOME I RETAINED FOR USE IN THE BUSINESS Fiscal Year Ended January 25, January 26, 1978 1977 1 Income retained for use in the business at beginning of year $ 1,111,590,000 $ 883,756,000 Net income for the year 302,919,000 266,574,000 Cash dividends declared-560 and 320, respectively (68,064,000) (38,740,000) 1 Income retained for use in the business at end of year $ 1,346,445,000 $1,111,590,000 See Notes to Consolidated Financial Statements. 1 A -4 r K mart Corporation I CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION 1 Fiscal Year Ended January 25, January 26, 1 1978 1977 Financial Resources Were Provided by: Net income for the year $302,919,000 $266,574,000 Add (deduct) income charges (credits) not affecting working capital— ' Depreciation and amortization: Leased property under capital leases 2,101,000 Fixed assets owned 64,513,000 55,877,000 1 Increase in deferred U.S. and foreign income taxes 10,359,000 9,959,000 t net income from insurance operations 1940000 344000 Undistributed ( > ) ( ) Pe Other (12,219,000) (5,134,000) Working capital provided by operations 365,733,000 326,932,000 Obligations incurred under capital leases 155,960,000 Proceeds from sale of fixed assets 6,582,000 4,018,000 Sale of common stock under stock option and purchase plans 11,169,000 16,134,000 1 Other 25,152,000 9,064,000 564,596,000 356,148,000 F.nancial Resources Were Used for: I Additions to fixed assets: Leased property under capital leases 143,564,000 Purchase of fixed assets owned 161,996,000 123,166,000 1 Increase in receivables from sub-tenants under direct financing leases 12,396,000 Cash dividends declared 68,064,000 38,740,000 Increase in investment in and advances to insurance operations 8,535,000 6,660,000 Reduction in long-term debt and lease obligations. 5,602,000 1,388,000 I Other 6,056,000 12,885,000 406,213,000 182,839,000 Increase in Working Capital $158,383,000 $173,309,000 I Analysis of Changes in Working Capital: Increase (decrease) in current assets- 1 Cash and certificates of deposit $ (9,595,000) $ (3,632,000) Marketable securities (91,232,000) 34,458,000 Accounts receivable (7,626,000) 14,900,000 1 Merchandise inventories 410,383,000 357,793,000 Operating supplies and prepaid expenses 1,103,000 877,000 303,033,000 404,396,000 I Increase (decrease) in current liabilities— Long-term debt due within one year (7,000) 22,000 Obligations under capital leases due within one year 3,027,000 1 Accounts payable—trade 108,528,000 197,385,000 Accrued taxes, other than U.S. and foreign income taxes 20,040,000 2,452,000 Accrued payrolls and other liabilities 9,787,000 63,992,000 Dividends payable 7,335,000 2,458,000 I U.S. and foreign income taxes (4,060,000) (35,222,000) 144,650,000 231,087,000 Increase in Working Capital $158,383,000 $173,309,000 I • See Notes to Consolidated Financial Statements. A - 5 I ll T R LAW OFFICES OF T r t Wi Ekb r Lammers.rs Brl s Wolff & V ierli t, . . . r . � e e �, a e �g . 1835 Northwestern Avenue MAY 9 1999 I James F. Lammers Stillwater. Minnesota 55082 - c }� r g Robert G. Briggs** (651) 439-2878 'au � "oll'F Mark J. Vierling* FAX (651) 459-2923 (1944-1996) Gregory G. Galler• *Qualified Neutral Thomas J. Weidner* Direct Dial No. : (612) 351-2118 Nar&Mediator *Qualified Arbitratord Neuuttral Arbitrator SusanDavidI\ � D. Olson* *Certified Real Estate Specialist David K. Snyderr May 18, 1999 *Qualified Neutral Mediator lJrosh Piletieh* Ms . Judy Hoist Finance Director City of Oak Park Heights 14168 - 57th Street North P. O. Box 2007 Oak Park Heights, Minnesota 55082 Dear Judy: Enclosed herewith please find copy of correspondence dated May 13 , 1999 from Carol Ann Eiden and the original, fully- executed Vendor Nondisturbance Agreement for your file . If you have any questions regarding this matter, do not •-_ ' ate to contact me directly. Yours ve . •- -�" Ma._ J. Vierling MJV/sdb Enclosure OPPENHEIMER WOLFF & DONNELLY LLP Amsterdam Brussels Plaza VII 45 South Seventh Street Chicago Suite 3400 Minneapolis,MN 55402-1609 Geneva (612)607-7000 Los Angeles FAX (612)607-7100 Minneapolis Direct Dial: (612)607-7334 Firm/Affiliate Offices E-Mail: ceiden@owdlaw.com New York Orange County Paris May 13, 1999 D Saint Paul (0) Silicon Valley Mr. Mark J. Vierling Eckberg, Lammers,Briggs, Wolff&Vierling Washington,D.C. 1835 Northwestern Avenue www.owdlaw.com Stillwater, MN 55082 Re: Consent to Sublease City of Oak Park Heights Contract for Deed with Lyra 77 Dear Mr. Vierling: I am enclosing a copy of the fully-executed Vendor Nondisturbance Agreement for your records. Our file does not indicate you have been forwarded a copy of the fully-executed document. Thank you for your assistance throughout this matter. Sincerely, OPPENHEIMER WOLFF &DONNELLY LLP Carol Ann Eiden CAE:pc Enclosures •TC3: 522317 v01 5/13/99 • VENDOR NONDISTURBANCE AGREEMENT THIS AGREEMENT is made the ,29*day of A4ry.kry , 1999, between CITY OF OAK PARK HEIGHTS, a Minnesota municipal corporation, purstiant to the laws of the State of Minnesota, whose city hall address is 14168 North 57th Street, P.O. Box 2007, Oak Park Heights, MN (hereinafter referred to as "Vendor"), and ANDERSEN CORPORATION, a Minnesota corporation, whose address is 100 Fourth Avenue North, Bayport, MN 55003 (hereinafter referred to as"Sublessee"). PRELIMINARY STATEMENT OF FACTS A. Vendor is the contract vendor under the Installment Sale Agreement ("Installment Agreement") dated August 15, 1979, recorded August 29, 1979 with the Washington County Recorder as Document No. 394866 with respect to the sale of premises in Oak Park Heights, Minnesota (containing approximately 3.8 acres together with all improvements located thereon containing approximately 55,552 square feet) and more particularly described on Exhibit"A" attached hereto and incorporated herein by this reference(the"Premises"). B. The Premises are subject to a certain lease (hereinafter referred to as the "Prime Lease") dated February 27, 1979, as amended June 18, 1979, between Lyra 77 Associates, a Pennsylvania limited partnership, successor in interest to Financial Properties Developers, Inc., a Georgia corporation, as landlord, and K Mart Corporation, a Michigan corporation, as tenant (hereinafter referred to as"Sublessor"). C. Sublessor, as landlord, and Sublessee, as tenant, are about to enter into a sublease of the Premises (hereinafter referred to as the"Sublease"). D. The parties hereto desire to assure Sublessee's possession of the Premises to be sublet under the Sublease upon the terms and conditions contained therein. NOW, THEREFORE, in consideration of the covenants hereinafter set forth, and in order to induce Sublessee to enter into the Sublease, the parties hereto hereby covenant and agree as follows: 1. Sublessor's Option to Cure Defaults. In case of a default or event of default under the Installment Agreement and/or the Prime Lease, the Vendor agrees it shall take no action to terminate the Installment Agreement and/or the Prime Lease, accelerate the rentals due thereunder, reenter the Premises or avail itself of any remedies available under the Prime Lease without first serving upon Sublessee at its address as set forth herein, a, notice of default in writing setting forth the claimed default. In each such case and upon such notice, the Sublessee shall have the right, but not the obligation, to cure such default, whether the same consists of the failure to pay any required payments due under the Installment Agreement and/or the Prime Lease or the failure to perform any other matter or thing which is required to be performed under the Installment Agreement and/or the Prime Lease, and the Vendor shall accept performance on the part of the Sublessee and not exercise such remedies unless: a. Such default be in the failure to make any required payments of rentals or any other required monetary payments due under the Installment Agreement and/or the Prime Lease, including payment of taxes and insurance premiums, and such default is not cured by the Sublessee within thirty(30) days after such notice of default; or b. Such default consists of a failure to comply with or perform any other obligation on the part of the tenant under the Installment Agreement and/or the Prime Lease, and such default is not cured by the Sublessee within thirty (30) days after such notice of default, provided the Sublessee shall be offered such additional time as may be reasonably required to cure such default if the default is not susceptible of cure within thirty (30) days and Sublessee provides the Vendor reasonable assurances that it is pursuing the cure of such default in good faith and provided the Vendor continues to be paid the required payment installments due under the Installment Agreement and/or the Prime Lease. 2. Nondisturbance. If the current term of the Prime Lease, or any renewal thereof, shall terminate before December 31, 2014, for any reason, the Vendor agrees that, at the sole option of Sublessee, the Sublease shall continue as a lease between Vendor as landlord, and Sublessee, as tenant, with the same force and effect as if Vendor, as landlord, and Sublessee, as tenant, had entered into a lease as of the date of the termination of the Prime Lease, containing the same terms, covenants and conditions as those contained in the Sublease, including any rights of renewal thereof, for a term equal to the unexpired term of the Sublease, including renewal terms, and Vendor shall not disturb Sublessee in its occupancy of the Premises and shall recognize all of Sublessee's rights under the Sublease. 3. Eviction. Vendor hereby agrees that Vendor will not dispossess or evict Sublessee from the Premises based on or arising out of a default under the Installment Agreement and/or the Prime Lease occurring prior to the date hereof 4. Definition of"Vendor". The term "Vendor" as used in this Agreement means only the contract vendor pursuant to the Installment Agreement for the time being of the Premises, so that in the event of any sale or other transfer of Vendor's entire interest therein, Vendor shall be and thereby is entirely freed and relieved of all covenants and obligations of the Vendor from and after the date of sale or other transfer. The provisions of this Agreement, however, shall bind any subsequent successor to the Vendor's interest in the Premises pursuant to the Installment Agreement. 5. Sublessor to Receive Copies of Vendor's Notices. The Vendor shall provide the Sublessee a copy of any notice given or received by the Vendor under the Installment Agreement and/or the Prime Lease. 6. Notices. All notices permitted or required pursuant to this Agreement shall be in writing and shall be deemed to have been properly given (a) on the day of receipt if served in person; (b) on the third (3rd) day following the day such notice is deposited in any post office station or letter box if mailed by certified or registered mail, return receipt requested, postage prepaid; or (c) on the first (1st) day following the day such notice is -2- delivered to the carrier if sent by Federal Express or other nationally recognized overnight delivery, if addressed to the party to whom such notice is intended as set forth below: a. Notices to Vendor: CITY OF OAK PARK HEIGHTS 14168 North 57th Street P.O. Box 2007 Oak Park Heights, MN Attn: City Administrator b. Notices to Sublessee: ANDERSEN CORPORATION 100 Fourth Avenue North Bayport, MN 55003 Attn: William Moore with a copy to: Oppenheimer Wolff&Donnelly LLP Plaza VII, Suite 3400 45 South Seventh Street Minneapolis, MN 55402-1609 Attn: Lloyd G. Kepple, Esq. 7. Mortgages. The only mortgage or lien currently encumbering the Premises is the First Mortgage Indenture and Deed of Trust in favor of U.S. Bank Trust National Association, a national banking association, formerly known as First Trust Company of Saint Paul. Vendor shall ensure that future mortgages encumbering the Premises shall expressly permit Sublessee to receive eminent domain proceeds and insurance proceeds for relocation expenses, loss of income and business harm, and the value of Sublessee's equipment, fixtures, and tenant improvements, and future mortgagees shall waive rights to such proceeds. 8. Bankruptcy. In the event Sublessor shall file bankruptcy at any time during the term of the Sublease and rejects the Prime Lease and/or the Sublease, Vendor agrees and consents to the fact that the Sublease shall continue as and constitute a direct lease between Lyra 77 Associates or Vendor (in the event Vendor acquires the interest of Lyra 77 Associates in the Premises), as landlord, and Sublessee, as tenant with the same force and effect as if Lyra 77 Associates or Vendor (in the event Vendor acquires the interest of Lyra 77 Associates in the Premises), as landlord, and Sublessee, as tenant, had entered into a lease as of the date of the termination or rejection of the Prime Lease or Sublease (whichever is earlier in the event both are rejected) and said lease between Lyra 77 Associates or Vendor (in the event Vendor acquires the interest of Lyra 77 Associates in the Premises) and Sublessee shall contain the same terms, covenants, and conditions as those contained in the Sublease, including any rights of renewal thereof, for a term equal to the unexpired -3- term of the Sublease, and Vendor shall not disturb Sublessee in its occupancy of the Premises and shall recognize all of Sublessee's rights under the Sublease. 9. Defaults. The Vendor states that there are no currently existing defaults under the Installment Agreement and/or Prime Lease, and there are no currently existing events which would, with the passage of time or giving of notice or both, become defaults under the Installment Agreement and/or Prime Lease. All rent and all other charges due and payable as of the date hereof by Sublessor under the Prime Lease have been paid in full. 10. Consent to Sublease. The Vendor acknowledges that the Premises are being subleased to Sublessee pursuant to the Sublease, and the Vendor consents to such subletting for the uses and purposes described therein and consents to the terms and conditions of the Sublease. A copy of the Sublease is attached hereto as Exhibit"B". 11. Consent to Improvements. The Vendor hereby approves the Sublessee's initial improvements, additions and alterations described in Exhibit "C" attached hereto and agrees that such improvements, additions and alterations may remain in the Premises at the end of the term of the Sublease, at the option of Sublessee, or Sublessee may remove said improvements, at its option, so long as any damage caused thereby shall be repaired. 12. Proceeds. The Vendor acknowledges Sublesseeshall be entitled to receive condemnation proceeds and insurance proceeds for relocation expenses, loss of income and business harm, and the value of Sublessee's equipment, fixtures, and tenant improvements, and Vendor waives any rights to such proceeds. 13. Governing Law. This Agreement is governed by and is to be construed in accordance with the law of the State of Minnesota. 14. Counterparts. This Agreement may be executed in any number of counterparts all of which, together, shall constitute one and the same Agreement with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature page of any counterpart may be removed therefrom and attached to any other counterpart. 15. Successors and Assigns. This Agreement shall be binding on the parties hereto and their respective successors and assigns. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] -4- IN WITNESS WHEREOF, the parties hereto have duly executed this agreement the day and year first above written. CITY OF OAK PARK HEIGHTS a Minnesota municipal corporation By: /411/21, Its: /)A 7 a4- [SIGNATURES CONTINUED ON NEXT PAGE] -5- ANDERSEN CORPORATION, a Minnesota corporation By: (,,j ;1 Its: J .P -6- EXHIBIT "A" Legal Description of Premises Lot 6, Block 1, ST. CROIX MALL P.U.D., Washington County,Minnesota and Appurtenant non-exclusive easements as contained in St. Croix Mall Real Estate Development Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389052 in the Office of County Recorder and as Document Number 51881 in the Office of Registrar of Titles, Washington County, Minnesota and Appurtenant non-exclusive easements as contained in Easement Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389053 in the Office of County Recorder and as Document Number 51879 in the Office of the Registrar of Titles, Washington County, Minnesota and Appurtenant non-exclusive easements as contained in Easement Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389054 in the Office of the County Recorder and as Document Number 51880 in the Office of the Registrar of Titles, Washington County, Minnesota and Appurtenant non-exclusive easements as contained in Easement Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389057 in the Office of the County Recorder and as Document Number 51878 in the Office of the Registrar of Titles, Washington County, Minnesota •TC3: 481529 v01 12/30/98 EXHIBIT"B" Sublease SUBLEASE AGREEMENT, Between KMART CORPORATION, as Sublessor, and ANDERSEN CORPORATION, as Sublessee Dated: , 1999 Property located in: Oak Park Heights, Minnesota (REH#5861) TABLE OF CONTENTS SECTION PAGE 1. Sublease Term 2 2. Rent 2 3. Use 3 4. Signs 4 5. Common Areas 4 6. Maintenance 5 7. Alterations 6 8. Access and Inspection 7 9. Sublessee's Insurance 7 10. Indemnification 8 11. Casualty Insurance; Sublessee's Reimbursement 9 12. Utilities 9 13 Taxes 10 14. Assignment and Subletting 10 15. Casualty 11 16. Eminent Domain 11 17. Surrender of Demises Premises 13 18. Sublessee's Default 13 (a) Events of Default 13 (b) Notice to Terminate 13 (c) Right to Re-enter 14 (d) Authority to Relet 14 (e) Sublessee's Liability Continues 14 (f) Current Damages 14 (g) Final Damages 15 (h) Additional Remedies;Right to Cure 15 19. Holding Over 15 20. Sublessor's Default 16 21. General Provisions Regarding Default 16 22. Mortgage Subordination 16 23. Estoppel Certificates 16 24. Title and Condition 17 25. Representations and Warranties 17 26. Notices, Demands and Other Instruments 17 27. Separability 18 28. Binding Effect 18 29. Interpretation, Amendment and Modification 18 30. Master Lessor Exculpation 18 31. Brokers 19 32. Memorandum of Sublease 19 EXHIBITS: Exhibit A - Legal Description of Demised Premises Exhibit A-1 - Legal Description of Adjacent Property Exhibit B - Site Plan of Shopping Center Exhibit C-1 - Real Estate Tax Provisions Exhibit C-2 - Maintenance Provisions Exhibit C-3 - Casualty Provisions Exhibit C-4 - Eminent Domain Provisions Exhibit C-5 - Master Leases' Parking Representations Exhibit D - Multi-Tenant Alteration Design Specifications Exhibit E - Description of Reimbursable Work Stillwater,MN#9612/5861 (01/14/99) THIS SUBLEASE is made as of , 1999, between KMART CORPORATION, a Michigan corporation having an address at 3100 West Big Beaver Road, Troy, Michigan 48084 ("Sublessor"), and ANDERSEN CORPORATION, a Minnesota corporation having an address at 100 Fourth Avenue North, Bayport, Minnesota 55003-1096 ("Sublessee"). Recitals: A. Pursuant to Lease, dated February 27, 1979, between Financial Properties Developers ("Financial") and Sublessor as amended by Amendment to Lease, dated June 18, 1979 (collectively, the "Original Master Lease"), and pursuant to Lease, dated May 4, 1987, between Oak Park Development Company, Inc. ("Oak Park") and Sublessor, as amended by First Amendment to Lease, dated December 22, 1987 and Second Amendment to Lease, dated October 11, 1989 (collectively, the "Addition Master Lease"), Sublessor leases the building spaces of approximately 55,552 square feet (the "Original Space") and approximately 26,565 square feet (the "Addition"), respectively (which has been combined in a single space of approximately 82,117 square feet), all of which is located on and was leased together with the property in the City of Oak Park Heights, Washington County, Minnesota, described in Exhibit A hereto and depicted on Exhibit B hereto (such property and the buildings and improvements thereon, including the Original Space and the Addition, are herein collectively referred to as the "Demised Premises"). The Original Master Lease and the Addition Master Lease are together herein called the "Master Leases". The entity or entities from time to time holding the Landlord's interest under the Master Leases are each herein referred to as a "Master Lessor" and are herein together referred to as "Master Lessors". A memorandum of the Original Master Lease was recorded as Document No. 394863 in the Washington County Records and a memorandum of the Addition Master Lease was recorded as Document No. in the Washington County Records B. The Demised Premises and the parcels of property described in Exhibit A-1 hereto are operated as an integrated shopping center, subject to and benefited by: (i) St. Croix Mall Real Estate Development Agreement, dated April 17, 1979, between Swager Bros., Inc., St. Croix Bowl, Inc., Duenow Foods, Inc., Financial and Oak Park, and recorded as Document No. 389052 in the Washington County Records, (ii) Easement Agreement, between Oak Park and Financial, dated April 17, 1979 and recorded as Document No. 389053 in the Washington County Records; (iii) Easement Agreement, between St. Croix Bowl, Inc. and Financial, dated April 17, 1979 and recorded as Document No. 389057 in the Washington County Records; (iv) Easement Agreement, between Swager Bros., Inc. and Financial, dated April 17, 1979 and recorded as Document No. 389054 in the Washington County Records; and (v) restrictions contained in Lease with Red Owl Stores, Inc., filed at Book 16 of miscellaneous, page 240, as thereafter modified (collectively, as the same may thereafter have been amended, the "Easement Agreements"). The properties described in Exhibits A and A-1, together with the buildings and improvements thereon, are herein collectively defined as the "Shopping Center". C. Sublessee desires to sublease from Sublessor and Sublessor desires to sublease to Sublessee the Demised Premises upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises, the rents reserved herein and the mutual benefits to be derived by Sublessor and Sublessee, the parties hereby agree as follows: 1. Sublease Term. (a) Primary Term. Sublessor hereby subleases and demises to Sublessee and Sublessee hereby subleases and takes from Sublessor the Demised Premises for an initial term commencing on the date Sublessor tenders possession of the Demised Premises to Sublessee (the "Term Commencement Date") and ending on December 29, 2001 (the "Primary Term"). Sublessor shall tender possession of the Demised Premises to Sublessee on or before January 1, 1999 and Sublessee agrees to accept possession when tendered. (b) Extended Terms. (i) Provided there shall have been no Event of Default (as hereinafter defined) and this Sublease is in full force and effect at the time of the exercise of the option, Sublessee shall have one (1) option to extend the term of the Sublease for a period commencing upon the expiration of the Primary Term and ending November 28, 2004 (the "First Extended Term"). Sublessee may exercise the aforesaid option only by giving notice to Sublessor not less than eight (8) months but not more than twelve (12) months prior to the expiration of the Primary Term. Sublessee acknowledges that the deadline for exercise of the option in this Section is intended to provide Sublessor with sufficient time to market the Demised Premises for the remainder of the initial term of the Master Leases and, therefore, time is of the essence for the exercise of such option. (ii) (A) Provided there shall have been no Event of Default and this Sublease is in full force and effect at the time of the exercise of the option, Sublessee shall have one (1) further option to extend the term of the Sublease for a period commencing upon the expiration of the First Extended Term and ending November 28, 2009 (the "Second Extended Term"); provided that Sublessee may elect to exercise the option for the Second Extended Term with regard to only the Original Space or the Addition. Sublessee may exercise the aforesaid option only by giving notice to Sublessor not less than twelve (12) months but not more than eighteen (18) months prior to the expiration of the First Extended Term, which notice shall describe whether Sublessee elects to extend with regard to the entire Demised Premises, the Original Space or the Addition. If Sublessee's notice does not identify which portion of the Demised Premises, then Sublessee shall be conclusively deemed to have elected to extend with • regard to the entire Demised Premises. Sublessee acknowledges that the deadline for the exercise of the option in this Section corresponds to the deadlines set forth in the Master Leases for the exercise of the corresponding extension option thereunder and, therefore, time is of the essence for the exercise of the option in this Section. (B) If Sublessee exercises the option for the Second Extended Term with regard to only the Original Space or the Addition, then this Sublease shall automatically be deemed amended, effective as of the first day of the Second Extended Term, such that the 2 "Demised Premises" hereunder shall refer to onlythe Original S ace or the Addition which was P elected by Sublessee. Sublessee acknowledges that Master Lessor under the Addition Master Lease is obligated to erect a demising wall between the Original Space and the Addition if Sublessor does not elect to extend the Addition Master Lease. If Sublessee exercises the option for the Second Extended Term with regard to only the Original Space, then Sublessor shall request that the Master Lessor under the Addition Master Lease erect such demising wall. If Sublessee exercises the option for the Second Extended Term with regard to only the Addition, then Sublessee shall, at its expense and in accordance with plans and specifications approved by Sublessor as provided in Section 7 and Exhibit D hereto: (1) erect such demising wall, (2) split the alarm systems (if any), gas, electrical, telephone and other utility delivery systems, any affected mechanical systems, and the heating, ventilating and air conditioning systems serving the Original Space from that serving the Addition, including installing separate utility meters and controls for the Original Space and the Addition, and (3) perform all other work described in Exhibit D. Sublessee acknowledges and agrees that Sublessor shall have no obligation to erect any such demising wall. If Sublessee erects such demising wall, Sublessor hereby assigns to Sublessee any reimbursement to which Sublessor may be entitled from the Master Lessors or either of them, under any Legal Requirement (as hereinafter defined); if Sublessee exercises the option for the Second Extended Term as to less than the entire Demised Premises and either Master Lessor erects such demising wall, Sublessee covenants and agrees to reimburse Sublessor for any costs which Sublessor may be required under any Legal Requirement to pay to either Master Lessor. (iii) The First and Second Extended Terms are herein collectively referred to as the"Extended Terms". The Extended Terms shall be on the same terms and conditions as the Primary Term, except that Rent shall be as set forth in Section 2. The Primary Term and the Extended Terms which are timely and properly exercised by Sublessee shall be collectively referred to as the "Sublease Term". 2. Rent. (a) Commencing on the date which shall be ninety-two (92) days after the Term Commencement Date (the "Rent Commencement Date") and continuing throughout the Sublease Term, Sublessee shall pay annual "Rent" to Sublessor, in equal monthly installments, in advance, on the first day of each month of the Sublease Term, in accordance with the following schedule: (i) From the Rent Commencement Date through the end of the Primary Term, "Rent" shall be equal to THREE HUNDRED SEVEN THOUSAND NINE HUNDRED THIRTY-FOUR and 00/100 DOLLARS ($307,934.00) per year, payable in equal monthly installments of TWENTY-FIVE THOUSAND SIX HUNDRED SIXTEEN and 17/100 DOLLARS ($25,616.17). (ii) During the First Extended Term, "Rent" shall be equal to THREE HUNDRED SEVEN THOUSAND NINE HUNDRED THIRTY-FOUR and 00/100 DOLLARS ($307,934.00) per year, payable in equal monthly installments of TWENTY-FIVE THOUSAND SIX HUNDRED SIXTEEN and 17/100 DOLLARS ($25,616.17). 3 (iii) During the Second Extended Term, "Rent" shall be equal to the sum of: (A) one of the following: (1) if Sublessee exercises its option to sublease only the Original Space, TWO HUNDRED EIGHTY-FIVE THOUSAND FIVE HUNDRED NINETY-FIVE and 88/100 DOLLARS ($285,595.88) per year; (2) if Sublessee exercises its option to sublease only the Addition, ONE HUNDRED THIRTY-SIX THOUSAND FIVE HUNDRED SEVENTY-TWO and 12/100 DOLLARS ($136,572.12) per year; or (3) if Sublessee exercises its option to sublease the Original Space and the Addition, FOUR HUNDRED TWENTY-TWO THOUSAND ONE HUNDRED SIXTY-EIGHT and 00/100 DOLLARS ($422,168.00) per year, plus (B) an annual amount equal to the amount by which the real estate taxes and assessments payable by Sublessor under the provisions of the Master Lease set forth in Exhibit C-1 in each successive 12-month period during the Second Extended Term exceeds: (1) if Sublessee exercises its option to sublease only the Original Space, SEVENTY-SEVEN THOUSAND SEVEN HUNDRED SEVENTY and 23/100 DOLLARS ($77,770.23); (2) if Sublessee exercises its option to sublease only the Addition, THIRTY-SEVEN THOUSAND ONE HUNDRED EIGHTY-NINE and 77/100 DOLLARS ($37,189.77); or (3) if Sublessee exercises its option to sublease the Original Space and the Addition, ONE HUNDRED FOURTEEN THOUSAND NINE HUNDRED SIXTY and 00/100 DOLLARS ($114,960.00), and shall be payable in equal monthly installments. If the Rent Commencement Date is not the first day of a month, Rent for such month shall be prorated per diem and be paid by Sublessee on the Rent Commencement Date, and if the Sublease Term does not end on the last day of a month (for a reason other than termination of the Sublease on account of an Event of Default), Rent for such month shall be prorated per diem and be refunded to Sublessee. (b) Sublessee shall pay Rent and all other sums due under this Sublease and perform all obligations under this Sublease at its cost and when due or required without prior notice or demand. Sublessee shall pay Rent to Sublessor's address set forth herein or at such other address or to such other person as Sublessor may from time to time designate. If any installment of Rent is not paid on its due date, Sublessee covenants and agrees to pay to Sublessor, on demand, interest at the annual rate of four percent (4%) above the prime rate last announced in the Wall Street Journal, or the highest interest rate allowed by law, whichever is lower, on the unpaid amount from the due date until paid. 3. Use. (a) The Demised Premises shall be used solely initially for offices, warehousing, testing labs, light manufacturing of windows (including prototype engineering thereof), and the operation of an Andersen Windows retail store (the "Intended Use"), and subsequently for such other lawful use or purpose for which Sublessee shall obtain the prior • written consent of Sublessor, such consent not to be unreasonably withheld or conditioned; provided that, in any event, the Intended Use and any other such use or purpose is not precluded by and is in accordance with the Easement Agreements and all other Legal Requirements (as hereinafter defined) applicable to the Demised Premises and Sublessee's operations therein. If Sublessee's request for consent to any proposed subsequent use or purpose includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure to respond within thirty (30) days of Sublessor's receipt of a written request describing in detail such use or purpose shall be deemed Sublessor's consent to such use or purpose. Sublessee 4 acknowledges and agrees that Sublessor's consent to any use or purpose made of the Demised Premises shall not be deemed or implied to be any warranty or representation that the Intended Use or any other use or purpose is permitted by or in accordance with the Easement Agreements or other Legal Requirements. The foregoing notwithstanding, Sublessee shall not use the Demised Premises (or part thereof) nor permit the Demised Premises (or part thereof) to be used, directly or indirectly, for: a massage parlor, adult book store or pornographic display of any nature; gas station, auto service or repair center; auto or auto parts sales;junk yard or dump; dry cleaner; industrial purposes; or any use involving the operation of an above or below ground storage tank or the use or sale on the Demised Premises of toxic, hazardous or explosive substances. Sublessee shall not drive any forklifts or similar equipment on any tile floors. (b) Sublessee shall, at its cost, comply with and cause the Demised Premises to comply with all of the following (collectively, the "Legal Requirements"): (i) all local, state and federal laws, orders and regulations now or hereafter applicable to the Demised Premises or the occupancy or use thereof or the health and welfare of Sublessee's employees, invitees, licensees or customers, (ii) the Easement Agreements and all other easements, agreements, restrictions and recorded matters affecting or relating to the Demised Premises or the Shopping Center, and (iii) all agreements entered into by Sublessee and Sublessor with regard to the Demised Premises, including insurance policies. Sublessee's obligation under the preceding sentence shall include, without limitation, all Legal Requirements which require unforeseen or structural alterations or repairs to the Demised Premises. If any law, order or regulation or provision of an easement, agreement, restriction or recorded matter becomes applicable to the Shopping Center (or part thereof) as a result of or arising out of the Permitted Use or any use or occupancy of the Demised Premises, the issuance to Sublessee or for the Demised Premises (or part thereof) of a building, occupancy or similar permit, or Sublessee's construction or alteration activity on, in or to the Demised Premises or the Shopping Center, Sublessee shall, at its expense, take all actions necessary to comply with the same. Sublessee shall have the right, however, to contest, without cost to Sublessor, the validity or application of any such Legal Requirement and may postpone compliance therewith until the final determination of any such contest, but if and only if such contest and Sublessee's prosecution of the contest will prevent any fine, penalty or cost being assessed against or upon the Demised Premises, the Shopping Center, Sublessee, Master Lessor or Sublessor. 4. Signs. Sublessee, at its cost, may erect and shall thereafter maintain, repair and replace in keep the same in good order, condition and repair, and illuminate: (a) such signs upon the exterior walls of the retail building on the Demised Premises as Sublessee desires, and (b) one (1) two-sided panel on the pylon or monument sign currently located in the Demised Premises, if any, in the same position as was previously occupied by Sublessor's panel pursuant to the Master Leases (or, if no panel was ever so erected by Sublessor or if no panel is now permitted, then Sublessee shall not be entitled to any panel on any such pylon or monument sign), provided the installation of such signs shall not affect or damage the roof of the retail building on the Demised Premises, and, prior to installation of any such sign or panel, Sublessee shall obtain Sublessor's approval of the specifications for the installation of such signs and panel, which consent shall not be unreasonably withheld or conditioned. If Sublessee's request for consent includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure 5 to respond within thirty (30) days of Sublessor's receipt of the plans and specifications, as above required to be delivered, shall be deemed Sublessor's consent to such signs and panel. Sublessee shall, at its cost, obtain all approvals necessary for such signs and panel and shall otherwise comply with all Legal Requirements applicable thereto. 5. Common Areas. "Common Areas" shall mean the sidewalks, service drives, parking aisles, driveways and parking areas which shall exist from time to time on the Shopping Center, except those areas which shall be occupied from time to time by buildings or structures or which shall be designed for the exclusive use of either Master Lessor or the other owners, tenants and subtenants of the Shopping Center, and their respective agents, employees, customers, licensees and invitees. Sublessee acknowledges and agrees that any right which Sublessee has to use the Common Areas located outside the Demised Premises are derived from and subject to the Easement Agreements and Sublessor, its employees and agents, make no representation or warranty, express or implied, with regard thereto. Sublessee's use of the Common Areas shall be subject to all restrictions and covenants of the Easement Agreements and such other the rules and regulations of Sublessor as may be reasonably promulgated from time to time. Sublessee may not use or permit the use of the Common Areas for sales, shows or other events or for any purpose other than ingress, egress and parking. 6. Maintenance. (a) Attached hereto and made a part hereof as Exhibit C-2 is a portion of the Master Lease pertaining to the maintenance and repair of the Demised Premises, Common Areas and Shopping Center. Except as expressly set forth in Exhibit C-2 as the obligation of Master Lessor and except as otherwise expressly stated in this Sublease, Sublessee shall, at its own expense: (i) replace all plate glass as necessary, (ii) make all other repairs, maintenance and replacements to the Demised Premises, structural and non-structural, exterior and interior, as shall be necessary to keep the Demised Premises clean and in good order, condition and repair, other than the Common Areas on the Demised Premises which shall be maintained as provided in Exhibit C-2 and paid for as provided in Section 6(b) below, and (iii) otherwise perform all of the obligations of the "Tenant" under Exhibit C-2, including, without limitation, servicing, repairing and replacing the heating, ventilating and air conditioning systems serving the Demised Premises, and maintaining, repairing and replacing all structural components of the buildings on the Demised Premises. Notwithstanding anything to the contrary set forth in this Sublease, Sublessor shall remain responsible for the maintenance, repair and replacement of the roof of the buildings on the Demised Premises as required to be performed by the "Tenant" under Exhibit C=2. During the Sublease Term, Sublessee shall keep fully paid a contract for regular servicing and maintenance (at least once quarterly) of the heating, ventilating and air conditioning systems serving the Demised Premises, which contractor shall be approved by •. Sublessor, such approval not to be unreasonably withheld, conditioned or delayed. Sublessor shall not be required to maintain, repair or rebuild the Demised Premises or Shopping Center and Sublessee waives the right to perform maintenance or make repairs at the expense of Sublessor pursuant to any law at any time in effect. (b) Sublessor shall be solely responsible to pay all costs and reimbursements which are to be made by Sublessor to the Master Lessors under the portion of the Master Leases attached as Exhibit C-2. If either Master Lessor shall fail to perform the obligations expressly set 6 forth in Exhibit C-2, Sublessee shall have no right to terminate this Sublease but may bring suit, jointly with Sublessor or, with Sublessor's prior written consent, unilaterally, against such Master Lessor to specifically enforce such obligations and Sublessor agrees, upon request of Sublessee, to assign to Sublessee, during the Sublease Term only, jointly the right or claim which Sublessor may have under the Master Leases to specifically enforce such obligations. In addition, if either Master Lessor shall fail to perform the obligations expressly set forth in Exhibit C-2, then, if neither Sublessor nor the defaulting Master Lessor cures such default within thirty (30) days' of receipt of written notice from Sublessee (which 30 days shall be in addition to the cure period provided under the applicable Master Lease), Sublessee may perform such defaulted obligation. If Sublessee so performs such defaulted obligation and neither Sublessor nor the defaulting Master Lessor reimburses Sublessee for the reasonable costs incurred by Sublessee to perform such obligations within thirty (30) days of Sublessor's and Master Lessor's receipt of a statement therefor from Sublessee, Sublessee may deduct from Basic Rent such reasonable costs incurred (excluding amounts paid to the employees or agents of Sublessee, its assignees, sublessees, licensees and concessionaires, or any party or person related to the foregoing), but not to exceed, in any month, the amount in such month which Sublessor is permitted to and does actually deduct from rentals under the applicable Master Lease. If any deduction from rentals under the applicable Master Lease is held to be invalid or unavailable or is required to be repaid, then Sublessee shall repay to Sublessor an amount equal such amount held to be invalid or unavailable or required to be repaid. 7. Alterations. (a) Within fifteen (15) days from the date of execution of this Sublease by both parties, Sublessee shall submit to Sublessor three (3) copies of complete and detailed plans and specifications, signed and sealed by Sublessee's registered architect and/or engineer, for all alterations, modifications, changes, remodeling and other construction and work or to the Demised Premises desired for the Permitted Use (collectively, the "Initial Alterations"). Subject to approval of plans and specifications therefor, as hereinafter provided, Sublessor acknowledges that Sublessee shall, as part of the Initial Alterations, enclose with walls the area shown on Exhibit B as"Garden Center" for use as an employee lounge and smoking area. (b) Sublessee may, at its own cost, make the Initial Alterations and any other alterations, modifications, changes, remodeling and other construction and work of and to the Demised Premises (collectively, including the Initial Alterations, herein called "Alterations") if and only if (i) the value of the Demised Premises and the Shopping Center, or part thereof, shall not be lessened; (ii) prior to commencing any structural Alterations or Alterations to structural components of the Demised Premises, any Alterations materially affecting the plumbing, heating, electrical, ventilating or other building systems of the Demised Premises, or any Alterations, the estimated cost of which exceeds Fifty Thousand Dollars ($50,000.00), Sublessee obtains the written unconditional consents of Sublessor and, for structural Alterations or Alterations to structural components of the Demised Premises, to the Original Space, the Master Lessor under the Original Master Lease, to complete and detailed plans and specifications, signed and sealed by Sublessee's registered architect and/or engineer, for each Alteration, which consent by Sublessor shall not be unreasonably withheld; (iii) at any time Sublessee's net worth shall be less than $100,000,000 or Sublessee's claims-paying ability, as rated by Standard & Poor's, shall be less than "A", then, prior to commencing any Alterations, the estimated cost of which exceeds One 7 Hundred Thousand Dollars ($100,000.00), Sublessee delivers to Sublessor a bond or letter or credit payable to Sublessor, in form reasonably acceptable to Sublessor, or fully funded escrow account from which Sublessor shall be permitted to draw to discharge liens, which bond, letter or credit or escrow account shall be in the amount of the estimated cost to complete such Alterations; and (iv) prior to commencing any Alterations to the Original Space, the estimated cost of which exceeds Three Hundred Thousand Dollars ($300,000.00), Sublessee shall engage and pay for a reputable architect and/or engineer to supervise such Alterations and obtain (and deliver to Sublessor) the written consents of such architect and/or engineer and the Master Lessor under the Original Master Lease to detailed plans and specifications and cost estimates, for such Alterations. The term, `'structural Alterations", as used in this Section 7 only, shall not include moving of non-loadbearing partitions, minor plumbing and electrical work, modification and rearrangement of fixtures or other minor changes. If Sublessee's request for consent includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure to respond within thirty (30) days of receipt of the complete set of the plans and specifications as required to be delivered hereunder shall be deemed Sublessor's consent to such plans and specifications. (c) After obtaining the requisite consents of Sublessor and the Master Lessor under Section 7(b), prior to commencing any Alterations, Sublessee shall deliver to Sublessor a copy of all building and other governmental permits required for such Alterations (including, without limitation, evidence of payment of any so-called impact fees) and written notice of the date for commencement of such Alterations. At Sublessee's cost and risk, Sublessor shall reasonably cooperate with Sublessee in securing building and other permits or authorizations required from time to time for any Alterations permitted under this Sublease. Upon completion of any Alterations, Sublessee shall deliver to Sublessor complete and detailed as-built plans and specifications for such Alterations. All submissions to Sublessor pursuant to this Section 7 shall be delivered to Sublessor's Construction Department, Design Division, marked "Attention: Criteria Administrator." Sublessee shall construct all Alterations as expeditiously as is reasonable under the circumstances, excusable delays excepted, and in a good and workmanlike manner in compliance with applicable Legal Requirements, the provisions of this Sublease and the approved plans and specifications. Sublessee shall restore any portion of the Common Areas and the Shopping Center affected by any Alterations to as good or better condition as the same shall have existed immediately prior to the commencement of such Alterations. Such Alterations shall not unreasonably interfere with the operation or use of the remainder of Shopping Center or interfere with, hinder or prevent access to and from the Shopping Center. Sublessee shall store all construction machinery, equipment, materials and tools used for the Alterations in a staging area on the Demised Premises reasonably approved by Sublessor. Other than the improvements to the "Garden Center" described above, Sublessee shall not construct any addition to or additional building or structure on the Demised Premises or the Shopping Center. (d) Sublessee shall not permit any mechanics' or other lien or security interest to be filed against the Demised Premises or the Shopping Center (or any part thereof) or Rent or other sum payable hereunder which arises out of the use, occupancy, construction, maintenance, repair or rebuilding of the Demised Premises by, for or on behalf of Sublessee, its assignees, sublessees, concessionaires or licensees, or for work or materials furnished to the Demised Premises or to 8 Sublessee, its assignees, sublessees, concessionaires or licensees (herein called a "Sublessee's Lien"). If a Sublessee's Lien shall be filed, Sublessee shall promptly notify Sublessor of such filing. Any Sublessee's Lien shall, at Sublessee's expense, be discharged within thirty (30) days after Sublessee's receipt of notice thereof. The foregoing notwithstanding, Sublessee may contest a Sublessee's Lien but if and only if(i) Sublessee gives notice to Sublessor within such 30-day period of Sublessee' intent to contest such Sublessee's Lien; (ii) Sublessee posts with Sublessor cash, letter of credit or other security acceptable to Sublessor in the amount of one hundred twenty-five percent (125%) of the amount of such Sublessee's Lien (the "lien contest funds"); (iii) such contest shall remove such Sublessee's Lien from the public records or prevent the foreclosure of such Sublessee's Lien against the Demised Premises or the Shopping Center (or any part thereof) or Rent or other sum payable hereunder or the Master Lessors or Sublessor, or their respective property or assets; and (iv) immediately upon the entry of final judgment in any action in which Sublessee contests any such Sublessee's Lien, and if such judgment establishes the validity of such Sublessee's Lien (or part thereof), Sublessee shall fully pay and discharge such judgment or Sublessee's Lien (or part thereof held valid), as the case may be, and may use any lien contest funds remaining posted with Sublessor for such purpose. If Sublessee shall fail to perform or abide by any of the foregoing, Sublessor shall be entitled to withdraw from the lien contest funds any amounts necessary to pay such judgment or Sublessee's Lien, as the case may be, and to cause such Sublessee's Lien to be discharged from the public records, including reasonable attorney fees. Notice is hereby given that Sublessor and Master Lessors will not be liable for any labor, service or material furnished or to be furnished to Sublessee, its assignees, sublessees, concessionaires or licensees, and that no Sublessee's Lien shall attach to or affect the interest of Sublessor or Master Lessors in and to the Demised Premises or the Shopping Center, or any part thereof. (e) Sublessee acknowledges that neither Sublessor nor its agents or employees has made any representation or warranty, express or implied, with respect to the necessity (or lack of necessity) for or availability of any permits, licenses or other governmental authorizations for the Alterations or in order to operate the Demised Premises for the uses intended by Sublessee, it being agreed that all such risks are to be borne by Sublessee. Sublessee acknowledges that, without Sublessee's consent, the owners, tenants and occupants of the Shopping Center may have the right to modify the buildings and improvements or construct additions or additional buildings or improvements in the Shopping Center, but no building or improvement located on the Demised Premises shall be altered without Sublessee's prior consent 8. Access and Inspection. Sublessor and Master Lessors, and their respective agents, shall have access to the Demised Premises at all reasonable times to examine and inspect and, during the last one hundred eighty (180) days of the Sublease Term, to show the Demised Premises to prospective assignees, subtenants, mortgagees and purchasers, provided such examination, inspection or showing will not unreasonably interfere with Sublessee's use of the Demised Premises. Sublessee shall have the right to designate no more than one hundred (100) square feet of the Demised Premises in an area containing no building systems as a secured area to which Sublessor shall have no access except in the case of emergency. Subject to fire or other casualty or a taking or expropriation, Sublessee shall be entitled to access to the Demised Premises at all times, twenty-four(24) hours per day. 9 9. Insurance. (a) Commencing on the Term Commencement Date and at all time during the Sublease Term, Sublessee shall maintain insurance for the Demised Premises of the following character: (i) comprehensive general public liability insurance insuring and defending against any cost, loss, damage or expense, incurred by reason of any claim, suit, liability or demand for bodily injury, death or property damage arising out of, pertaining to or involving this Sublease or Sublessee's use, control, maintenance or occupancy of the Demised Premises or the Shopping Center, or the adjoining streets and sidewalks, including, without limitation, that arising as a result of alterations or construction on or to the Demised Premises, in the minimum amounts of$2,000,000 for bodily injury or death to any one person, $3,000,000 for bodily injury or death to any number of persons in any one incident, and $1,000,000 for property damage, with regard to each such claim, suit, liability or demand; (ii) insurance with extended coverage endorsement covering loss by fire, the elements or other casualty to Sublessee's personal property, fixtures and improvements located on or in the Demised Premises in the amount of the actual replacement value thereof (iii) workers' compensation insurance to the extent required by the law of Minnesota and to the extent necessary to protect Sublessor and Master Lessors and the Demised Premises against workers' compensation claims; and (iv) At any time when the Demised Premises are being altered, maintained or repaired on behalf of Sublessee, builder's risk insurance (in completed value non-reporting form) in the amount of the full replacement cost of the improvements on the Demised Premises, exclusive of foundations, including the value of the Alterations thereto and the materials and supplies therefor. (b) Every policy referred to in Section 9(a) shall: (i) be effected under valid, enforceable policies issued by companies of nationally recognized financial standing legally authorized to do insurance business in Minnesota; (ii) (with regard to the policy in Section 9(a)(i) only) name as additional insureds Master Lessors, both Master Lessors' mortgagees, if any, and Sublessor; (iii) provide that such policy shall not be cancelled or materially amended without at least thirty (30) days prior written notice to the named and additional insureds; (iv) provide that such policy shall not be invalidated or the proceeds not payable by or due to any act or neglect of Sublessee or the additional insureds, occupancy or use of the Demised Premises for purposes more hazardous than permitted by such policy, any foreclosure or other proceedings relating to the Demised Premises or change in title to or ownership of the Demised Premises, or part thereof; and (iv) not require Sublessee to pay more than ten percent (10%) of or require the additional insureds to pay any portion of any loss, damage or claim prior to payment by the insurer. On the date this Sublease is executed by Sublessee and thereafter not less than thirty (30) days prior to the expiration of such insurance, Sublessee shall deliver to Sublessor certificates of such insurance. Notwithstanding anything in this Sublease to the contrary, Sublessee may include the Demised Premises within a blanket policy of insurance covering the Demised Premises and other 10 locations, but if and only if the coverage available under such blanket policy for the Demised Premises and claims related thereto shall not be reduced below the amounts required in Section 9(a) above by claims made or paid for other locations. If Sublessee's net worth exceeds $100,000,000 and Sublessee's claims-paying ability, as rated by Standard & Poor's, is at least "A", Sublessee may self-insure for plate glass and Sublessee's personal property. (c) During the Sublease Term, Sublessor shall cause the building on the Demised Premises to be insured under a fire insurance policy with extended coverage endorsement in the amount of eighty percent (80%) of the insurable value of the Original Space and the Addition, above the foundation walls. For so long as Sublessor's net worth exceeds $100,000,000, Sublessor may self-insure against such risks. 10. Indemnification. (a) Sublessee shall defend, indemnify and hold harmless Sublessor, its successors and assigns, and their respective agents, officers and employees, from any cost, loss, damage or expense, including, without limitation, consequential and incidental damages and attorneys' fees and the reasonable costs of investigation, incurred as a result of any claim, suit, liability or demand occurring on the Demised Premises or arising out of, pertaining to or involving Sublessee's use, control, maintenance, repair, alteration, construction or occupancy on, of or to the Demised Premises, except, subject to Section 15(c), only to the extent caused by the negligent acts or intentional misconduct of Sublessor, its successors and assigns, and their respective agents, officers and employees. If any action or proceeding is brought against Sublessor, or its successors and assigns, or their respective agents, officers and employees, arising from any of the foregoing which Sublessee is required to indemnify under this Section 10(a), then Sublessee shall promptly assume the defense or settlement of such action or proceeding with counsel selected by Sublessor at Sublessee's expense, and if Sublessee fails to so defend, Sublessee covenants and agrees to pay all costs and attorneys' fees incurred by Sublessor in connection with such action or proceeding. (b) Sublessor shall defend, indemnify and hold harmless Sublessee, its successors and assigns, and their respective agents, officers and employees, from any cost, loss, damage or expense, including, without limitation, attorneys' fees and the reasonable costs of investigation, incurred as a result of the termination of either or both Master Leases due to the default or breach thereof by Sublessor, but if and only if such default or breach was not caused, directly or indirectly, or arose out of an Event of Default or Sublessee's breach or default of this Sublease. If any action or proceeding is brought against Sublessee, or its successors and assigns, or their respective agents, officers and employees, arising from any of the foregoing which Sublessor is required to indemnify under this Section 10(b), then Sublessor shall promptly assume the defense or settlement of such action or proceeding with counsel selected by Sublessee at Sublessor's expense, and if Sublessor fails to so defend, Sublessor covenants and agrees to pay all costs and attorneys' fees incurred by Sublessee in connection with such action or proceeding 11. Intentionally Omitted. 12. Utilities. As of the Term Commencement Date, Sublessee shall cause the accounts for all utilities serving the Demised Premises to be transferred into Sublessee's name. If Sublessee 11 does not transfer such utility accounts and Sublessor is billed therefor and pays the same, Sublessee covenants to reimburse Sublessor for the amount of such bills. All utility charges shall be prorated per diem between the parties as of the Term Commencement Date and thereafter, commencing on the Term Commencement Date and continuing throughout the Sublease Term, Sublessee shall pay all charges for all utilities used on or furnished to the Demised Premises or Sublessee, its assignees, sublessees, concessionaires or licensees, on or before the date such utility charges become due or bear interest or penalties Sublessor shall not be responsible for any loss or interruption of such utility services and Sublessee hereby waives any right under any law now or hereafter existing to withhold Rent or any other sum due under this Sublease. 13. Taxes. If the State of Minnesota imposes any tax, assessment or charge which is levied upon or measured by the Rent or the rent or charges payable under the Master Leases, then Sublessee shall pay all such taxes, assessments and charges during the Sublease Term; provided, however, that Sublessee shall not be responsible for paying any real estate taxes or assessments or any income, profit, inheritance, estate, succession, gift or franchise taxes imposed upon Sublessor and/or Master Lessors, their successors or assigns, by whatsoever authority imposed or howsoever designated. 14. Assignment and Subletting. (a) Sublessee shall not enter into any "Transfer" (as hereinafter defined) with or to any person, entity or party (collectively, a "Transferee"), without Sublessor's prior written consent, which consent shall not be unreasonably withheld or conditioned. Any Transfer without Sublessor's consent shall be void and of no effect. Sublessor's consent shall be based on the following factors: (i) the net worth and claims-paying ability and reputation of the Transferee; (ii) any additional risks or liabilities posed to Sublessor by such Transfer or such Transferee's use of the Demised Premises; (iii) whether such Transferee's use of the Demised Premises would violate or make a violation more likely under the Master Leases, the Easement Agreements or any Legal Requirement, (iv) any prior history between such Transferee and Sublessor or its current or prior subsidiaries or related entities; and (v) the compatibility of the Transferee and the Transferee's use with the other occupants and uses of the Shopping Center. Sublessee shall not, in any event, assign this Sublease nor sublet the Demised Premises (or part thereof) to any federal or state governmental agency, body or entity or enter into any loan or agreement which could in any circumstance permit a federal or state governmental agency, body or entity to succeed Sublessee as the subtenant or occupant of the Demised Premises. If Sublessor consents to a Transfer and the Transferee's proposed use of the Demised Premises, or part thereof, suchTransfereeshall not change the approved use without the prior written consent of Sublessor, which consent shall not be unreasonably withheld or conditioned. If Sublessee's request for consent to any proposed Transfer or Transferee's use includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure to respond within thirty(30) days of Sublessor's receipt of a written request describing in detail such Transfer or Transferee's use shall be deemed Sublessor's consent to such Transfer or Transferee's use. (b) For purposes of this Section only, a "Transfer" shall mean: (i) any assignment or other transfer of this Sublease; (ii) any subletting or granting of concessions, easements, licenses or any right to use or occupy of or in all or any part of the Demised Premises; or (iii) any 12 mortgage, deed of trust, collateral assignment or secured or unsecured interest in this Sublease or any or all of Sublessee's right, title or interest in or to this Sublease or the Demised Premises or the Shopping Center. The foregoing notwithstanding, a "Transfer" shall not include: (v) any sale or transfer of Sublessee's stock or other interest in Sublessee, (w) the merger, consolidation or reorganization of Sublessee, (x) the sale of any or all of the assets or property of Sublessee, (y) the granting in the ordinary course of business for an Anderson Windows store of any concessions or licenses in portions of the Demised Premises not to exceed, in each instance, three thousand (3,000) square feet, or, in total, more than twenty-five percent (25%) of the square footage of the buildings on the Demised Premises, or (z) any assignment of this Sublease or subleasing of all or any part of the Demised Premises to any subsidiary or parent of Sublessee. (c) If there shall occur a Transfer, whether or not Sublessor's consent is required or obtained, Sublessee shall nevertheless remain primarily liable to Sublessor for the full payment of Rent and any other sum due under this Sublease and the observance and performance of all obligations, covenants and agreements under this Sublease as payments and obligations of a principal and not of a guarantor or surety as though no Transfer had been made. Each Transfer shall expressly be made subject to the provisions of this Sublease. 15. Casualty. (a) Attached hereto and made a part hereof as Exhibit C-3 is a portion of the Master Leases relating to damage or destruction of the Demised Premises or the Shopping Center or part thereof. If, during the Sublease Term, the Demised Premises or the Shopping Center shall be partially or totally damaged or destroyed by fire or other casualty, Sublessee shall immediately notify Sublessor of the existence and extent of such damage and, if this Sublease is not otherwise terminated s set forth below, Sublessor shall restore the retail building on the Demised Premises to its condition immediately prior to such damage or destruction. Sublessor shall make diligent effort to substantially complete the restoration within six (6) months of the date of such damage or destruction. During the restoration of such retail building until substantial completion thereof, anything herein or at law or equity notwithstanding (which Sublessee hereby waives), Rent shall not abate during or as a result of such restoration, damage or destruction; provided, however, if Sublessor does not substantially complete the restoration of the Demised Premises within six (6) months of the date of such damage or destruction (subject to force majeure as provided in Section 32), then, from and after such 6-month period (as extended by force majeure causes) until substantial completion of such restoration, Rent shall abate in the proportion that the portion of the retail buildings on the Demised Premises which is rendered untenantable by such restoration and which Sublessee actually ceases to use for any purpose (including storage) bears to such retail building immediately prior to such damage or destruction. (b) If Sublessor would have the right as the "Tenant" under Exhibit C-3 to terminate both the Original Master Lease and the Addition Master Lease following damage or destruction to the Original Space, the Addition or the Shopping Center (herein called the "Casualty Termination Option"), then Sublessee shall have the option to terminate this Sublease by giving written notice to Sublessor within twenty (20) days after such damage or destruction. Sublessee acknowledges that the notice deadlines set forth in this Section correspond with the Master Lease deadlines and agrees therefore that the time for delivery of notice and exercise of the option herein are of the essence. If Sublessee shall not respond within such 20-day 13 period, Sublessee shall be conclusively deemed to have waived the option to terminate hereunder. If the Casualty Termination Option is available under the Master Leases, Sublessor shall also have the option to terminate this Sublease if (i) such damage or destruction occurs during the Primary or First Extended Term and Sublessee consents to such termination, or (ii) such damage or destruction occurs during the Second Extended Term and Sublessor pays to Sublessee the unamortized value of the permanent improvements to the Demised Premises made by Sublessee during the Initial Alterations. Sublessor may exercise such option by giving written notice to Sublessee within the time period provided in Exhibit C-3 for termination notice to Master Lessors. If notice of termination is given by either party, this Sublease shall terminate on the same date as the Master Lease would terminate if the option under Exhibit C-3 were exercised by Sublessor thereunder and Sublessee shall have an additional thirty (30) days, rent free, in which to remove its property from the Demised Premises in accordance with Section 17. (c) Sublessor and Sublessee each hereby release and discharge the other party, their respective officers, directors, shareholders, agents, employees and representatives, of and from any claim, suit or liability arising out of or pertaining to any damage or destruction to the Demised -Premises or the property therein or thereon to the extent of the releasing party's recovery under any insurance maintained by such party (or if such party failed to maintain the insurance required under this Sublease or was permitted hereunder to and did self-insure, then to the extent of the recovery which such party could have had under such insurance). Unless self- insured (if permitted hereunder), each party shall cause the insurer under each of its policies required to be maintained hereunder to waive any right to subrogate to the claims of the insured under the policy and, if such insurer refuses or would require a material increase in the premium for such policy in order to provide such waiver, the provisions of this Section 15(c) shall thereupon be null and void and such party shall notify the other party hereunder. 16. Eminent Domain. (a) Attached hereto and made a part hereof as Exhibit C-4 is a portion of the Master Leases relating to expropriation or taking of the Demised Premises or the Shopping Center. If an event of expropriation or taking shall occur or be threatened to the Demised Premises or the Shopping Center, Sublessee shall give immediate notice thereof to Sublessor. If all of the Original Space shall be expropriated or denial of access thereto be caused by public or quasi-public authority, this Sublease shall terminate as of the date Sublessee shall be deprived thereof; provided that this Sublease shall terminate only if the Original Master Lease also terminates as a result of such taking or expropriation. If Sublessor would have the option or right as "Tenant" under Exhibit C-4 to terminate both the Original Master Lease and the Addition Master Lease following an expropriation or taking (herein called the "Condemnation Termination Option"), then Sublessee shall have the option to terminate this Sublease by giving written notice to Sublessor within thirty (30) days less than the time period provided in Exhibit C-4 for termination notice by Sublessor to Master Lessors. Sublessee acknowledges that the notice deadlines in this Section correspond to the Master Lease deadlines and agrees therefore that the notice deadlines herein are of the essence. If Sublessee shall not respond within such time period, Sublessee shall be conclusively deemed to have waived the option to terminate hereunder. If the Condemnation Termination Option is available under the Master Leases, Sublessor shall also have the option to terminate this Sublease if (i) such taking or expropriation occurs during the Primary or First Extended Term and Sublessee consents to such termination, or (ii) such 14 taking or expropriation occurs during the Second Extended Term and Sublessor pays to Sublessee the unamortized value of the permanent improvements to the Demised Premises made by Sublessee during the Initial Alterations. Sublessor may exercise such option by giving written notice to Sublessee within the time period provided in Exhibit C-4 for termination notice to Master Lessors. The foregoing notwithstanding, if the Master Lessor under either the Original Master Lease or the Addition Master Lease substitutes the equivalent and similarly improved lands as described in Exhibit C-4 and such substitution would render the "Tenant's" election to terminate under either Master Lease void, then Sublessor's or Sublessee's termination of this Sublease shall also be void. If this Sublease is terminated, Sublessee shall have an additional thirty (30) days, rent free, in which to remove its property from the Demised Premises in accordance with Section 17 and Sublessee shall be entitled to a pro rata refund of any Rent paid in advance. (b) In the event of an expropriation or taking and this Sublease is not terminated as hereinabove provided, then it shall continue as to that portion of the Demised Premises which is not expropriated or taken and, after restoration by Master Lessors as described in Exhibit C-4, Rent shall be reduced in the proportion that the ground floor area of the portion of the retail building on the Demised Premises so expropriated or taken, if any, shall bear to the total ground floor area of the retail building on the Demised Premises prior to such expropriation or taking. If this Sublease is not terminated and either Master Lessor fails to restore its respective portion of the Demised Premises as expressly required in Exhibit C-4, Sublessee shall have no right to terminate this Sublease but may bring suit, jointly with Sublessor or, with Sublessor's prior consent, unilaterally, against such Master Lessor to specifically enforce such obligation and Sublessor agrees upon request of Sublessee to assign to Sublessee, during the Sublease Term only, jointly the right which Sublessor may have under the Master Leases to specifically enforce such obligation. All decisions with regard to prosecution of such suit shall be made by Sublessee with notice to Sublessor. Rent shall abate in the same proportion and for the same time period as minimum rental under the Master Leases abates under Exhibit C-4. (c) Subject to the claims of the other owners, tenants and subtenants of the Shopping Center, Sublessee shall be entitled to make claim for any awards or damages to which Sublessor may be entitled under the provisions of the Master Leases set forth in Exhibit C-4, if any, as a result of the expropriation or taking of the Demised Premises. Sublessor hereby assigns to Sublessee any right, title or interest which Sublessor may or could have had in the awards or damages described in the preceding sentence. Sublessee acknowledges and agrees that it shall have no claim or right to any awards or damages for an expropriation or taking of any portion of the remainder of the Shopping Center other than the Demised Premises. 17. Surrender of Demised Premises. Upon the expiration or termination of the Sublease Term, the Demised Premises, together with all Alterations thereto, shall be surrendered to Sublessor "broom clean" and inood order, repair and condition, except for ordinarywear and g P P tear. Prior to the expiration or termination date, Sublessee shall remove all personal property, fixtures and equipment placed or affixed on the Demised Premises (including signs and pylon or monument panels) by Sublessee, its assignees, sublessees, concessionaires or licensees, and repair all damage to the Demised Premises occasioned by removal; provided Sublessee shall not be required to remove any improvements or fixtures which are deemed under applicable law to be a 15 part of the real estate or which would cause substantial damage if removed, but Sublessee may, at its option, remove such improvements or fixtures if it repairs any damage to the Demised Premises arising from such removal. If Sublessee fails to remove from the Demised Premises the personal property, fixtures or equipment required hereunder to be removed or to repair the damage to the Demised Premises occasioned by such removal, then Sublessor may, for the account of Sublessee, remove and dispose of such personal property, fixtures and equipment and/or repair the damage caused by its removal. Sublessee covenants and agrees to pay the costs of such removal and repair within ten (10) days of receipt of a statement therefor from Sublessor. No such removal or disposal shall cause Sublessor to be the owner or converter of such personal property, fixtures or equipment. Title to all leasehold improvements, equipment, fixtures, and all other improvements made by Sublessee, its assignees, sublessees, concessionaires, or licensees shall remain in Sublessee. This Section shall survive the termination or expiration of this Sublease. 18. Sublessee's Default. (a) Events of Default. Any of the following occurrences, acts or omissions shall constitute an "Event of Default" under this Sublease: (i) Sublessee fails to pay any Rent.or any other sum under this Sublease within five (5) days of Sublessee's receipt of notice from Sublessor; or (ii) Sublessee fails to observe or perform any other provision of this Sublease within twenty (20) days of Sublessee's receipt of notice from Sublessor or either Master Lessor, whichever occurs first (provided that if the failure cannot reasonably be cured within such 20-day period, then such failure shall not be deemed an Event of Default if Sublessee commences to cure within such 20-day period and proceeds diligently and in good faith thereafter to cure such failure and does cure such failure within a reasonable time); or (iii) Sublessee fails to pay when due Rent or any other sum under this Sublease three (3) times in any twelve (12) month period; or (iv) Sublessee files a petition in bankruptcy or for reorganization, is adjudicated a bankrupt, becomes insolvent or makes an assignment for the benefit of creditors; or (v) a receiver or trustee is appointed for Sublessee or all or substantially all of Sublessee's assets, or for the Demised Premises or Sublessee's estate therein. (b) Notice to Terminate. If an Event of Default shall have happened and be continuing, Sublessor shall have the right to terminate this Sublease. Thereupon, the Sublease Term and the estate hereby granted shall expire and terminate as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Sublease Term, and all rights of Sublessee hereunder shall expire and terminate (but Sublessee shall remain liable as hereinafter provided), unless before such date all arrears in Rent and any other sums due hereunder shall have been paid in full and all Events of Default at the time existing under this Sublease shall have been fully remedied. 16 (c) Right to Re-enter. If an Event of Default shall have happened and be continuing, Sublessor shall have the right to re-enter and repossess the Demised Premises by summary proceedings, ejectment or in any other lawful manner Sublessor determines to be necessary or desirable and shall have the right to remove all persons and property therefrom. Sublessor shall be under no liability by reason of any such re-entry, repossession or removal. No such re-entry or repossession of the Demised Premises shall be construed as an election by Sublessor to terminate the Sublease Term unless a notice of such intention is given to Sublessee pursuant to Section 18(b), or unless such termination is decreed by a court of competent jurisdiction. (d) Authority to Relet. At any time or from time to time after the re-entry or repossession of the Demised Premises pursuant to Section 18(c), Sublessor may (but shall be under no obligation to) relet the Demised Premises for the account of Sublessee, in the name of Sublessee or Sublessor or otherwise, without notice to Sublessee, for such term or terms and on such conditions and for such uses as Sublessor, in its absolute discretion, may determine. Sublessor may collect and receive any rents payable by reason of such reletting. Sublessor shall not be liable for any failure to relet the Demised Premises or for any failure to collect any rents due upon any such reletting. (e) Sublessee's Liability Continues. No expiration or termination of the Sublease Term pursuant to Section 18(b), or by operation of law or otherwise, and no re-entry or repossession of the Demised Premises pursuant to Section 18(c) or otherwise, and no reletting of the Demised Premises pursuant to Section 18(d) or otherwise, shall relieve Sublessee of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re- entry, repossession or reletting. (f) Current Damages. In the event of any expiration or termination of the Sublease Term or re-entry or repossession of the Demised Premises by reason of the occurrence of an Event of Default, Sublessee will pay to Sublessor all Rent and other sums required to be paid by Sublessee to and including the date of such expiration, termination, re-entry or repossession; and thereafter Sublessee shall, until the end of what would have been the Sublease Term in the absence of such expiration, termination, re-entry or repossession, and whether or not the Demised Premises shall have been relet, be liable to Sublessor for, and shall pay to Sublessor, as liquidated and agreed current damages: (i) all Rent and other sums which would be payable under this Sublease by Sublessee in the absence of such expiration, termination, re-entry or repossession, less (ii) the net proceeds, if any, of any reletting effected for the account of Sublessee pursuant to Section 18(d), after deducting from such proceeds all Sublessor's expenses in connection with such reletting (including all repossession costs, brokerage commissions, attorneys' fees and expenses, employees' expenses, alteration costs and expenses of preparation for such reletting). Sublessee will pay such current damages on the days on which Rent would be payable under this Sublease in the absence of such expiration, termination, re-entry or repossession, and Sublessor shall be entitled to recover the same from Sublessee on each such day. 17 (g) Final Damages. At any time after any such expiration or termination of the Sublease Term or re-entry or repossession of the Demised Premises by reason of the occurrence of an Event of Default, whether or not Sublessor shall have collected any current damages pursuant to Section 18(f), Sublessor shall be entitled to recover from Sublessee, and Sublessee will pay to Sublessor on demand, as and for liquidated and agreed final damages for Sublessee's default and in lieu of all current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to: (i) all Rent and other sums which would be payable under this Sublease from the date of such demand (or, if it be earlier, the date to which Sublessee shall have satisfied in full its obligations under Section 18(1) to pay current damages) for what would be the then unexpired Sublease Term in the absence of such expiration, termination, re-entry or repossession, discounted at the rate of four percent (4%) per annum, less (ii) the then fair rental value of the Demised Premises (including Rent and all other sums payable under this Sublease), for the same period, discounted at the rate of four percent (4%) per annum. If any law shall limit the amount of such liquidated final damages to less than the amount above agreed upon, Sublessor shall be entitled to the maximum amount allowable under such law. (h) Additional Remedies; Right to Cure. In addition to the remedies set forth herein and at law or equity, if Sublessee shall fail to perform any obligation under this Sublease, then Sublessor may, but shall not be obligated to, with twenty (20) days prior written notice to Sublessee, and without waiving or releasing such obligation or the Event of Default, undertake such obligation and do all necessary work and make all necessary payments in connection therewith for the account of Sublessee, and may enter the Demised Premises for such purpose. No such entry shall be deemed an eviction of Sublessee. Sublessee shall on demand pay to Sublessor within ten (10) days of receipt of a statement therefor, the amount so paid by Sublessor (including, without limitation, attorneys' fees and the reasonable cost of investigation), together with interest thereon at the annual rate of four percent (4%) above the prime rate last announced in the Wall Street Journal, or the highest rate permitted by law, whichever is less. If the amount set forth on the statement and interest thereon is not paid within such period, the amount of the statement, together with interest accrued, shall be considered a part of the next succeeding monthly Rent payment. If there shall occur an Event of Default under this Sublease, Sublessee shall pay to Sublessor, on demand, all expenses incurred by Sublessor as a result thereof, including, without limitation, attorneys' fees. 19. Holding Over. If Sublessee remains in occupancy of the Demised Premises beyond the expiration or termination of the Sublease Term, it shall remain solely as a subtenant from month-to-month and all provisions of this Sublease applicable to the Sublease Term shall remain in full force and effect, except that Rent shall be the greater of: the rentals and charges payable by Sublessor under the Master Leases during such hold-over period, or one hundred twenty-five percent (125%) of the Rent in effect upon the expiration or termination date. In addition and not in lieu of the foregoing and following rights and remedies, if Sublessee remains in occupancy of the Demised Premises beyond the expiration or termination of the Sublease Term, Sublessee shall indemnify and hold harmless Sublessor from any claim, demand, liability, action, damage, loss, cost and expense (including, without limitation, actual attorneys' fees and costs) incurred as a result of or arising out of such hold-over, including, without limitation, any costs or damages 18 claimed by either Master Lessor for the inability to lease the Demised Premises, or part thereof, or to restore the demising wall between the Original Space and the Addition. Nothing in this Section is intended or shall be construed to permit Sublessee to remain in occupancy of the Demised Premises beyond the expiration or termination of the Sublease Term or to waive any right or remedy of Sublessor as a result thereof. 20. Sublessor's Default. (a) If Sublessor shall be in default in the performance of any material obligation under this Sublease on the part of Sublessor to be performed and such default continues for a period of thirty (30) days after Sublessee's written notice to Sublessor specifying the nature of the default, then Sublessee may exercise any right or remedy it may possess at law or equity, which is not waived herein. If the default set forth in Sublessee's notice cannot reasonably be cured within thirty (30) days, then Sublessor shall not be deemed to be in default if Sublessor commences to cure within such 30-day period and proceeds diligently and in good faith thereafter to cure such default and does cure such default within a reasonable time. (b) If Sublessor shall default in the payment of the real estate taxes, common area maintenance charges or the minimum rentals which are the obligation of the Tenant under the Master Leases to be paid and such default continues beyond the period provided for cure under the Master Leases, then Sublessee may, in the time period provided in the respective Master Leases for the cure thereof, but after the continuance of such default for seven (7) days after Sublessor's receipt of notice thereof from Sublessee, pay such real estate taxes, common area maintenance charges or minimum rentals which are the obligation of the Tenant under the Master Leases, on behalf of and at the expense of Sublessor. If Sublessee so cures such default as above provided, Sublessor shall, within ten (10) business days of Sublessor's receipt of written demand therefor from Sublessee, pay to Sublessee the amount so paid by Sublessee. If Sublessor fails to pay such sum to Sublessee within such 10-day period, Sublessee may deduct from monthly installments of Rent thereafter due to Sublessor the amount so paid by Sublessee, together with interest thereon at the rate of seven percent (7%) per annum, accruing from the end of such 10- day period until fully paid (or fully deducted from Rent as above provided). Provided the holder of a first mortgage on the Demised Premises or Shopping Center (or part of either) shall have notified Sublessee that it is such holder and shall so request, Sublessee shall give notice similar notice to such holder and such holder shall have an additional sixty (60) days following receipt of such notice within which to pay such defaulted real estate taxes, common area maintenance charges or minimum rentals which are the obligation of the Tenant under the Master Leases. 21. General Provisions Regarding Default. No right or remedy under this Sublease or at law or equity shall be exclusive of any other right or remedy but shall be cumulative. Failure to • insist upon strict performance of any provision of this Sublease or to exercise any right or remedy of this Sublease or at law or equity shall not constitute a waiver of any future performance. Receipt by Sublessor of any Rent or other sum payable under this Sublease with knowledge of an Event of Default or Sublessee's breach of this Sublease shall not constitute a waiver of such Event of Default or breach. No waiver by either party of any provision of this Sublease shall be deemed to have been made unless made in writing. Each party shall be entitled to injunctive relief in the event of violation or threatened violation of their material obligations hereunder beyond applicable cure periods. Sublessee hereby waives and surrenders for itself and all those claiming under it, 19 including creditors of all kinds, any right and privilege which it or any of them may have to redeem the Demised Premises or to have a continuance of this Sublease after expiration or termination of Sublessee's right of occupancy by order or judgment, any legal process or writ, or under the terms of this Sublease. 22. Mortgage Subordination. Upon request by Sublessor or either Master Lessor, Sublessee shall execute and deliver an agreement subordinating this Sublease and Sublessee's interest in the Demised Premises to any mortgage upon the Demised Premises or the Shopping Center (or part thereof) or to any mortgage of Sublessor's leasehold interest under the Master Leases; provided that the holder of such mortgage shall agree in writing not to disturb Sublessee's tenancy and all other rights under this Sublease, if there is no Event of Default beyond applicable cure periods under this Sublease. 23. Estoppel Certificates. Sublessee shall, from time to time, upon fifteen (15) days prior written request from Sublessor, cause to be executed, acknowledged and delivered a certificate stating that, to the best of Sublessee's knowledge and belief, this Sublease is unmodified and in full effect (or, if there have been modifications, that this Sublease is in full effect as modified and setting forth such modifications), the amount of Rent, the date through which Rent has been paid, and stating that, to the knowledge of the signer of such certificate, either no default exists under this Sublease or specifying each such default of which the signer has knowledge. 24. Title and Condition. (a) The Demised Premises are subleased to Sublessee in their present condition by Sublessor, without representation or warranty, express or implied, subject and subordinate to the Easement Agreements and all other easements, restrictions, agreements and recorded matters, all taxes not yet payable, and all applicable zoning restrictions, regulations and ordinances and building restrictions and governmental regulations now or hereafter in effect. Sublessee has examined the title to the Demised Premises and the Common Areas and has found the same satisfactory. (b) Sublessor shall remove all of its signs, personal property and equipment from the Demised Premises prior to the Term Commencement Date. Subject only to the express obligation in the preceding sentence, BY EXECUTION OF THIS SUBLEASE, SUBLESSEE ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE DEMISED PREMISES AND THE SHOPPING CENTER. SUBLESSEE SHALL ACCEPT THE DEMISED PREMISES AND THE COMMON AREAS ON THE TERM COMMENCEMENT DATE IN THEIR THEN "AS IS" AND "WHERE IS" PHYSICAL AND ENVIRONMENTAL CONDITION AND HEREBY RELEASES AND DISCHARGES SUBLESSOR FROM ANY CLAIM, DEMAND, LIABILITY OR SUIT RELATED TO OR ARISING FROM THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE DEMISED PREMISES OR THE SHOPPING CENTER. SUBLESSEE ACKNOWLEDGES AND AGREES THAT NEITHER SUBLESSOR NOR ITS AGENTS OR EMPLOYEES HAS MADE ANY EXPRESS WARRANTY OR REPRESENTATION REGARDING THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE DEMISED PREMISES, THE COMMON AREAS OR THE SHOPPING CENTER, THE QUALITY OF MATERIAL OR WORKMANSHIP OF 20 THE DEMISED PREMISES, THE COMMON AREAS OR THE SHOPPING CENTER, LATENT OR PATENT, OR THE FITNESS OF THE DEMISED PREMISES OR THE SHOPPING CENTER FOR ANY PARTICULAR USE OR PURPOSE AND THAT NO SUCH REPRESENTATION OR WARRANTY SHALL BE IMPLIED BY LAW, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY SUBLESSEE. (c) Sublessee acknowledges that Exhibit B is an approximation only of the buildings and improvements in the Shopping Center and that no representation or warranty, express or implied, is hereby made by Sublessor, its employees or agents, regarding the existence, location or size of any buildings or improvements in the Shopping Center or the location of the boundaries of the properties described in Exhibits A or A-1. 25. Representations and Warranties. (a) Sublessee represents and warrants to Sublessor that: (i) Sublessee is a corporation, duly organized, validly existing and in good standing under the laws of Minnesota and has the power to own its property and assets and carry on its business; (ii) the execution of this Sublease constitutes the binding obligation of Sublessee and has been authorized by Sublessee's Board of Directors; and (iii) the sublease of the Demised Premises will not conflict with or result in a breach of Sublessee's Articles of Incorporation or By- laws or any agreement to which Sublessee is a party or by which it may be bound, or violate any state or federal governmental law, statute, ordinance or regulation. (b) Sublessor represents and warrants to Sublessee that: (i) Sublessor is a corporation, duly organized, validly existing and in good standing under the laws of Michigan and has the power to own its property and assets and carry on its business; (ii) the execution of this Sublease constitutes the binding obligation of Sublessor and has been authorized pursuant to Sublessor's By-Laws; (iii) the sublease of the Demised Premises will not conflict with or result in a breach of Sublessor's Articles of Incorporation or By-laws or any agreement to which Sublessor is a party or by which it may be bound (including, without limitation, the Master Leases); (iv) as of the date hereof, Sublessor has not received any notice from the Master Lessors asserting that Sublessor is in default under the Master Leases which remains uncured; (v) to the best of Sublessor's knowledge, any underground waste oil storage tanks installed by Sublessor for the prior operation of its auto center on the Demised Premises were removed and disposed of in accordance with all then-applicable Legal Requirements; (vi) to Sublessor's knowledge based on actual review of the lease files contained in Sublessor's Real Estate Department in Troy, Michigan and not on any further or independent investigation, no events have occurred which, with the passage of time or the giving of notice or both, would constitute a default on the part of Sublessor under the Master Leases; and (vii) Sublessor's lease files contained in its Real Estate Department in Troy, Michigan do not contain any written notice of any violation by the Demised Premises of applicable Legal Requirements which remains uncured. 26. Limited Covenant of Quiet Enjoyment. For so long as Sublessee timely and fully pays, performs and abides by all of the terms, conditions, covenants, rentals, sums, obligations, warranties and representations of this Sublease on Sublessee's part to be paid, performed or observed, then Sublessor covenants that Sublessee shall have peaceable and quiet enjoyment of the Demised Premises free from molestation from Sublessor and any person or entity claiming by 21 or through Sublessor, including Master Lessor; provided the foregoing shall not limit the affect or modify the interpretation of Section 24, the provisions of which Section 24 shall supersede and control this Section 26. 27. Master Leases and Master Lessors. (a) Without Sublessee's prior written consent, Sublessor will not enter into any agreement with the Master Lessors under the Master Leases whereby Sublessor releases, merges, surrenders, waives or in any material manner modifies any of its rights or remedies under the Master Leases to the extent the foregoing would materially and adversely affect the rights, remedies or obligations of Sublessee under this Sublease; provided that Sublessor shall be entitled to exercise the Casualty Termination Option or the Condemnation Termination Option, as provided herein; and provided further, however, that Sublessor may terminate the Master Leases if Sublessor simultaneously assigns this Sublease to either Master Lessor and such Master Lessor agrees to assume and be bound by all of the terms, obligations and conditions of this Sublease, and in such case, Sublessee hereby agrees to attorn to such Master Lessor as the "Sublessor" under this Sublease. Sublessor shall promptly provide Sublessee with copies of all notices, demands, statements and other communications Sublessor receives from the Master Lessors with respect to the Master Leases to the extent that the same describe any default or breach under the Master Leases or the Easement Agreements or materially affect any right, remedy or obligation of Sublessee under this Sublease. Sublessor agrees to perform its obligations under the Master Leases to the extent the same are not also the obligation of Sublessee under this Sublease. Sublessor will not commit any act or fail to take any act which would constitute a default under the Master Leases permitting the Master Lessors thereunder to terminate the Master Leases, unless such action, failure to act or default arises out of or is related to any breach or default by Sublessee or an'Event of Default under this Sublease. (b) In the event that one or both of the Master Lessors shall file for bankruptcy protection at any time during the Sublease Term, Sublessor agrees to promptly forward to Sublessee all written notices regarding such bankruptcy. Sublessor agrees that, without Sublessee's prior consent or advise, Sublessor shall make no decision in such bankruptcy proceeding if such decision would adversely and materially affect the rights, remedies or obligations of Sublessee under this Sublease (such decisions being in the nature of remaining in possession of the Demised Premises, terminating either or both of the Master Leases, or terminating this Sublease); provided that, in any event, Sublessor shall be entitled to make any claim in such bankruptcy proceeding for monetary damages or for breach or default under the Master Leases without Sublessee's prior consent or advise. Sublessee's consent and advise shall not be unreasonably withheld or conditioned and shall be deemed given if Sublessee fails to respond within five (5) business days of request by Sublessor for such consent or advise. • (c) Sublessor hereby assigns to Sublessee the rights of first refusal ("ROFR") which Sublessor has under the Original Master Lease and the Addition Master Lease (excluding any option to purchase not conditioned on the Master Lessor's receipt of a third party offer). If Sublessor receives notice of any such offer for which a ROFR applies, Sublessor shall forward such notice to Sublessee. If Sublessee exercises the applicable ROFR or ROFRs, then, on the date of Sublessee's acquisition: (i) Sublessor and Sublessee shall enter into an agreement terminating the Master Lease or Master Leases to which the exercised ROFR or ROFRs applied, 22 (ii) if both ROFRs are exercised, Sublessor and Sublessee shall enter into an agreement terminating this Sublease or, if one ROFR is exercised, Sublessor and Sublessee shall enter into an amendment of this Sublease to delete the premises demised under the Master Lease to which the exercised ROFR relates and related changes; and (iii) each party shall release the other party as to any rights or obligations under the terminated Master Lease or Master Leases. (d) If the Master Lessor under the Original Master Lease breaches the express representation in the Original Master Lease set forth in attached Exhibit C-5A or the Master Lessor under the Addition Master Lease breaches the express representation in the Addition Master Lease set forth in attached Exhibit C-5B, Sublessee shall have no right to terminate this Sublease but may bring suit, jointly with Sublessor or, with Sublessor's prior written consent, unilaterally, against such breaching Master Lessor for such damages as Sublessee may have incurred as a result of such breach, subject to, in addition to such other claims and defenses the Master Lessors may have, such defenses as may exist elsewhere in the Master Leases. Sublessor agrees, upon request of Sublessee, to assign to Sublessee, during the Sublease Term only,jointly the foregoing right or claim which Sublessor may have under the Master Leases to such damages. 28. Notices, Demands and Other Instruments. All notices, demands or other communications given pursuant to this Sublease shall be in writing and shall be deemed given on the date mailed if mailed by nationally recognized overnight courier or by registered or certified mail, return receipt requested, with postage prepaid if: (a) when mailed to Sublessor, it is addressed to Sublessor at its address set forth above, marked "Attention: Vice President - Real Estate" and (b) when mailed to Sublessee, it is addressed to Sublessee at its address set forth above. The parties may specify any other address in the United States with fifteen (15) days' notice. 29. Separability. If any provision of this Sublease or its application to any person or circumstance shall be declared invalid or unenforceable, the remaining provisions of this Sublease, or the application of such provision to persons or circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby and each provision shall be valid and enforceable to the extent permitted by law. 30. Binding Effect. Subject to the terms and restrictions of Section 14 and this Section, all provisions contained in this Sublease shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of Sublessor and Sublessee. The covenants and obligations of Sublessor under this Sublease shall not be binding upon the Sublessor herein named or any subsequent sublessor with respect to any period subsequent to the • transfer of all its interests in the Demised Premises, and, in the event of any such transfer, Sublessee agrees to look solely to the transferee for the performance of any term, covenant, obligation, warranty or representation of Sublessor hereunder, but only with respect to the period beginning with such transfer and ending with a subsequent transfer of such interest. If Sublessor shall acquire a fee interest in the Shopping Center, this Sublease shall continue as a direct lease between Sublessor, as landlord, and Sublessee, as tenant. 23 31. Interpretation, Amendment and Modification. This Sublease shall be interpreted under the laws of Minnesota. The recitals to this Sublease are hereby incorporated in this Sublease. The Section and subsection captions are for the convenient reference of the parties only and are not intended to and shall not be deemed to modify the interpretation of the Section or subsection from that which is indicated by the text of the Section or subsection alone. All of the representations, warranties and indemnities contained in this Sublease shall survive indefinitely the expiration or termination of this Sublease. This Sublease is the product of negotiation and the parties agree that it shall be interpreted in accordance with its fair and apparent meaning and not for or against either party. This Sublease contains the entire agreement between the parties with respect to the Demised Premises and all prior negotiations or agreements, whether oral or written, are superseded and merged herein. This Sublease may not be changed or amended except by a writing duly authorized and executed by the party against whom enforcement is sought. 32. Force Majeure. Whenever a day or time period is provided herein within which either party hereto is required to do, complete or perform any act, matter or thing, the time for doing, completing or performing thereof shall be extended by a period of time equal to the number of days on or during which such party is prevented from or is unreasonably interfered with the doing, completing or performing of such act, matter or thing because of strikes or labor strife (but not lockouts), the unavailability of labor or materials due to embargoes or adverse weather conditions, wars, insurrections, rebellions or declaration of national emergencies (to the extent the previous four causes occur on or within the immediate vicinity of the Demised Premises), fire or other casualty (if not caused by such party's negligence or intentional or reckless act or omission), acts of God, or other causes beyond such party's reasonable control using due diligence to avoid or minimize the effects of any such cause; provided lack of funds or any financial incapacity or hindrance shall not be deemed a cause permitting delay under this Section in doing, completing or performing any such act, matter or thing; and provided further that nothing in this Section is intended nor shall it be expressly or impliedly construed to excuse the payment to Sublessor of any Rent or other sum due hereunder or to extend the time or date by or on which Sublessee is required under this Sublease to pay to Sublessor any Rent or other sum hereunder. 33. Master Lessors Exculpation. Anything to the contrary notwithstanding in this Sublease, Sublessee acknowledges and agrees that the covenants in the Master Leases and this Sublease to be performed by Master Lessors (or either of them) shall not be binding personally, but instead, such covenants are made for the purpose of binding only the fee simple, beneficial or leasehold estate which such Master Lessors own in the Demised Premises. 34. Brokers. Except for Cambridge Commercial Realty (the fee or commission for whom, if any, under the Commercial Listing Agreement, between Sublessor and the aforementioned party, shall be Sublessor's responsibility) and Corporate Real Estate, Inc. and Edina Realty (which represented Sublessee as brokers in this transaction and who have agreed with Cambridge Commercial Realty to share the fee or commission, if any, payable by Sublessor under the above-referenced Commercial Listing Agreement), Sublessor and Sublessee covenant and represent to each other that no parties are entitled to be paid a fee or commission in connection with the transaction contemplated by this Sublease. If any individual or entity 24 (including, without limitation, the parties named above) shall assert a claim to a finder's fee or commission as a broker or a finder, then the party who is alleged to have retained such individual or entity or whose acts, omissions or representations are alleged to give rise to such claim shall defend (with counsel reasonably acceptable to the indemnified party), indemnify and hold harmless the other party from and against any such claim and all costs, expenses, liabilities and damages incurred in connection with such claim or any action or proceeding brought thereon. 35. Memorandum of Sublease. This Sublease shall not be recorded. If a party records this Sublease, it shall be a default hereunder by such party. Sublessor and Sublessee shall, simultaneously with execution of this Sublease, enter into a mutually acceptable short form memorandum of this Sublease and Sublessee shall record the memorandum. Sublessee shall pay any cost to record the memorandum and any transfer, conveyance or similar tax due as a result of the subleasing of the Demised Premises or the recording of the memorandum. [Intentionally Blank; Signature Page Follows] 25 IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be executed as of the date first above written. WITNESSED: KMART CORPORATION, a Michigan corporation ("Sublessor") By: Its: ANDERSEN CORPORATION, a Minnesota corporation("Sublessee") By: Its: President And: Its: Secretary BL-269674-6' RAL-11335-4837 (01/12/99) 'Note version 5 was skipped inadvertently 26 EXHIBIT"C" S ble ' u ssee s Improvements ANDERSEN CORP. ST. CROIX MALL RENOVATIONS TABLE OF CONTENTS DIVISION 16— ELECTRICAL 16050 Basic Materials and Methods 16111 Cable Trays 16112 Conduits 16113 Wireways 16120 Wire and Cables 16121 Wire Connections and Devices 16132 Outlet Boxes 16133- Pull and Junction Boxes 16140 Wiring Devices 16190 Supporting Devices 16195 Identification Nameplates 16440 Safety Switches 16450 Grounding 16471 Branch Circuit Panelboards 16472 Distribution Panelboards 16476 Circuit Breakers 16477 Fuses 16480 Variable Frequency Drives 16481 Motor Starters 16482 Motor Control Centers 16500 Lighting, 16715 Voice and Data Cabling System 16721 Fire Alarm and Detection System 16730 Clock System 16740 Telephone System • 16741Data System 16770 Paging/Music System SECTION 16050 BASIC MATERIALS AND METHODS PART I GENERAL 1.1 QUALITY REQUIREMENTS A. Meet requirements of latest edition of NEC and other national, state and local regulations that may apply. B. Where requirements indicated in the Contract Documents are in excess of applicable codes and standards, the Contract Documents take precedence. 1.2 RELATED WORK SPECIFIED N OTHER SECTIONS. A. Finish Painting- Section 09900. 1.3 SUBMITTALS A. Submit load current and voltage measurements, and certificate stating that electrical tests have been completed in accordance with Section 01300. PART 2 PRODUCTS 2.1 GENERAL A. Provide equipment and material listed by UL or ETL. B. Identification: 1. Identify equipment with manufacturer's nameplate. 2. Indicate manufacturer's name, address, model number and electrical ratings. C. Six inch wide polyethylene tapes permanently colored yellow for electric and green for telephone with wording indicating type of service and "Caution". PART 3 EXECUTION 3.1 INSTALLATION A. General: 1. Install equipment with space allowed for removal, repair and modifications. B. Existing Equipment: 1. Make modifications to existing equipment as indicated on Drawings and in 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES _ Page 16050 - 1 specification Sections. 2. MAINTAIN UNINTERRUPTED, ELECTRICAL SERVICE TO EXISTING AREAS UNDER MODIFICATION. C. Inserts and Sleeves: 1. Install inserts for fastening equipment to new concrete work during construction of building in locations approved by the Architect. g inserts 2. Use expansion bolts for fastening equipment in existing construction orwhen have been improperly located. t sleeves for conduits on inch and when penetrating poured concrete 3. Install larger walls, floors, or precast panels. 4. Seal sleeves with three hour rated fire retardant silicone sealant. D. Access Panels: Install access panels in least obtrusive location or as approved by Architect for concealed conduit, boxes, wiring, and electrical equipment requiring accessibility. E. Shop Painting: 1. Clean shop or factory fabricated or field equipment not galvanized or protected and paint one shop coat of primer before delivery to ste. Repaint scratches or bends. 2. Do not paint nameplates, labels, tags, stainless steel or chromium-plated items such as shafts, levers, handles, trim, and strips. F: Protection of Work: 1. Protect equipment and fixtures with tarpaulins, dropcloths, barricades as required. q pment IP , 2. Replace damaged equipment with new equipment. • G. Balancing and Testing: 1. Balance circuits under full load conditions and record final full load phase current measurements. 2. Measure and record full load current and voltage at main switchboard and each distribution panel and panelboard. 3. Prepare current and voltage measurements in tabular form. 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16050-2 4. Test each feeder by means of megohm insulation tester (megger). Correct circuits showing less than one megohm resistance. END OF SECTION • • 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16050- 3 SECTION 16111 CABLE TRAYS PART 1 GENERAL 1.1 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Supporting Devices: Section 16190. 1.2 SUBMITTALS A. Submit in product data in accordance with Section 01300. PART.2 PRODUCTS 2.1 MANUFACTURERS A. B-Line Systems, Inc. B. Chalfant C. M. P. Husky D. Square D Company 2.2 MATERIALS A. Ladder Type Tray: • 1. Four inch siderail, 3 inch loading depth, ladder type, steel cable trays, complete with angles, offsets and corners. 2. Rung Spacing: 6 inches. • 3. Minimum Load Rating: 75 pound/foot. 4. Support on trapeze style hangers with 1/2 inch threaded rod. 5. Width and Length: As indicated on Drawings. • PART 3 EXECUTION 3.1 INSTALLATION A. Support cable tray every 8 feet and at bends and tee fittings. • B. Connect sections of cable tray free from burrs and sharp projections. 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16111 - 1 END OF SECTION 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16111 -2 SECTION 16112 CONDUITS PART 1 GENERAL. 1.1 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Trenching and Backfilling Requirements: Section 02200. B. Supporting Devices: Section 16190. PART 2 PRODUCTS 2.1 MANUFACTURERS A. Alfelex Corporation (flexible conduits only) B. Allied Tube and Conduit Corporation. C. Anaconda Industries. D. Carlson, Republic Steel Corporation. E. Triangle PWC, Inc. F. Wheatland Tube Company. 2.2 MATERIALS A. Rigid Metal Conduit: 1. Threaded hot-dip galvanized steel conduit, threads galvanized after cutting,ANSI Specification C80.1. 2. Fittings: threaded type or O.Z. Gedney Type SSP. B. Intermediate Metal Conduit(UVIC): 1. Threaded hot-dip galvanized steel conduit,thread galvanized after cutting. • 2. Fittings: Threaded type or O.Z. Gedney type SSP. C. Electrical Metallic Tubing(EMT): 1. Flexible galvanized steel tubing, ANSI Specification C80.3. 2. Fittings: Steel concrete tight compression types only. D. Flexible Metal Conduit: 1. Flexible without non-metallic covering. 2. Fittings: Malleable iron, screwed, clamp type. 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16112 - 1 E. Liquid-tight Flexible Conduit: 1. Flexible, metallic conduit constructed of hot-dip galvanized steel core covered with sunlight resistant, oilproof polyvinyl jacket. 2. Fittings: Galvanized steel or malleable iron, threaded, compression with insulated throat, liquid-tight with nylon or vinyl sealing ring, and integrally cast external grounding lug. F. Rigid Non-Metallic Conduit: 1. Heavy wall, (Schedule 40 or 80), sunlight resistant polyvinyl chloride conduit. 2. Fittings and solvent as recommended by manufacturer. G. PVC Externally Coated Rigid Metal Conduit: 1. Tnreaded hot-dip galvanized steel conduit, threads galvanized after cutting, with bonded sunlight resistant PVC coating. 2. Conform to ANSI Specification CS0.1 and NEMA Standard RN1-19S0. 3. Fittings: PVC coated threaded type. H. Conduit Size: Indicated on Drawings, 1/2-inch trade size minimum. I. Fire-rated Sealant: 3M,Fire Barrier. PART 3 EXECUTION 3.1 CONDITIONS OF INSTALLATION A. Rigid Metal Conduit: 1. Permitted except where other material is specifically indicated on Drawings. 2. Use rigid metal conduit only for 15 kV feeders. • B. Intermediate Metal Conduit: 1. Permitted in lieu of rigid metal conduit, unless indicated otherwise on Drawings or prohibited by code. • C. Electrical Metal Tubing: 1. Permitted under these conditions: a. Above grade and not subject to Material handling equipment abuse. b. Indoors. .. c. Not buried in concrete. D. Flexible Metal Conduit: 1. Permitted: a. As final connection to recessed lighting fixtures - maximum length 6 feet. b. As final connection to equipment subject to vibration and located in dry areas, except motors -maximum length 18 inches. 2. Provide separate grounding conductor in each instance. E. Liquid-tight Flexible Conduit: 1. Permitted as: a. Final connection to motors between motor terminal boxes and feeder conduit. b. Final connection to equipment subject to vibration,where on or more of the following conditions exist: 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16112 -2 1) Exterior location. 2) Moist or humid atmospheres where condensation may occur. 3) Corrosive atmospheres. 4) Subject to water spray. 5) Subject to dripping oil, grease or water. 2. Maximum length: 18 inches. 3. Provide separate external grounding conductor sized in accordance with NEC in each instance. F. Rigid Non-Metallic Conduit: 1. Permitted: a. Underground telephone service b. Below grade under slab c. Underground encased in concrete d. Where indicated on Drawings. 2. Provide separate grounding conductor sized in accordance with NEC. 3.2 INSTALLATION A. Install conduit in accordance with manufacturer's published instructions and most stringent requirements of NEC. B. Conceal conduit in finished areas. C. Run conduit exposed in mechanical equipment rooms and other unfinished areas, at final motor connections and at surface mounted cabinets. D. Route horizontal conduits in production area supported from the structure above continuous piping and ductwork. E. Run and secure conduit in production area supported from the structure above mechanical from source to outlet. 1. Run grounding conductor for flexible metal conduits more than 6 feet in length and for PVC conduit. 2. Run external grounding jumper at liquid-tight flexible conduit connections to equipment. 3. Size grounding conductors in accordance with NEC. F. Bush conduit connections to cabinets and boxes to prevent insulation damage. G. Support conduit with clamp trapeze hangers,clevis hangers or one hole straps with clamp backs. H. Alter conduit routing to avoid structural obstructions. 1. Minimize crossovers. 2. Install conduit above water and steam pipes where possible. 3. Run conduits inside web of steel columns where possible. 4. Provide supplemental framing as required for support of multiple conduit runs. 5. Coordinate location and supplemental framing with Architect. I. Run conduit or multiple conduits runs parallel or perpendicular to building lines. J. Allow minimum 6-inch clearance at flues, steam pipes and heat sources. 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16112 - 3 in artitions. K. Coordinate conduit installationp L. Do not install conduits in concrete slab unless specifically indicated on Drawings. M. Install conduit free from dents and bruises. N. Temporarily plug conduit ends to prevent entry of dirt and moisture. O. Provide pull wires and cap each spare conduit unless indicated otherwise. P. Cleanout conduit before installing conductors. Q. Roof Penetrations: 1. Coordinate installation with roofer. 2. Make water tight conduit joints where conduits pass through roof or waterproof membrane. R. Building Expansion Joints: Install UL approved expansion fittings complete with grounding jumpers where conduits pass through building expansion joints. S. Provide bends or offsets in conduit adjacent to building expansion joints where conduit is above suspended ceilings. T. Underground Conduit: 1. Support multiple runs vertically and horizontally with plastic spacer's 8 feet on center. 2. Slope conduit to drainage point. 3. Coordinate with existing facilities 4. T rench,backfill and compact according to Project requirements. 5. Make transition from nonmetallic to metallic conduit prior to routing above floor or finished grade. U. Fire Rated Partitions: Seal openings around conduit penetrating fire and smoke rated partitions, floors and ceilings in accordance with NEC Article 300-21. END OF SECTION 1601.004 -AivDE S ORDE R ENI R DEPARTMENT/CHANNEL SERVICES Page 16112 -4 SECTION 16113 `VIREWAYS PART 1 GENERAL 1.1 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Wires and Cables: Section 16120. B. Supporting Devices: Section 16190. PART 2 PRODUCTS 2.1 MANUFACTURERS A. Hoffman Engineering Company. B. Square D Company C. Universal Mfg. Company. 2.2 MATERIALS A. General: 1. Steel: 14 gauge li 2. Provide hinged or screwed on covers, closureP lates, tees, elbows, hangers, adapters and bushings. • B. Minimum Size of Wireways: 6 inch by 6 inch. C. Shop Finish: Gray baked enamel. D. Provide oil-tight or water-tight wireways suitable fr environments they serve. PART 3 EXECUTION 3.1 INSTALLATION A. Securely fasten wireways to provide maximum support. B. Ground wireways where feasible. C. Install barriers when required by code or as indicated on Drawings. END OF SECTION 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16113 - 1 SECTION 16120 WIRES AND CABLES PART 1 - GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Wire connections and devices - Section 16121. 1.02 SLBMITTALS A. Test Reports: Submit in accordance with Section 01700, a certified copy of the high potential test results. PART 2 - PRODUCT 2.01 MANUFACTURERS A. 600 Volts and Below: 1. American Insulated Wire Corporation 2. Laribee Wire Manufacturing Company 3. Pirelli Cable Corporation 4. Rome Cable Corporation 5. Southwire Company * B. Above 600 Volts: 1. American Insulated Wire Corporation 2. Cablec Corporation 3. Pirelli Cable Corporation 4. Rome Cable Corporation 2.02 MATERIALS A. 600 Volts and Below: 1. Copper Wire: a. Conductors: (1) Single or stranded conductor copper- #14, #12, #10 AWG. 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16120- 1 (2) Stranded conductor copper- #3 AWG and larger. b. Insulation: THW I. THHN, :!Ct-ITiW; 600 volt. c. Types: (1) Conductor ampacities, conduit sizes, voltage drop and short circuit calculations are based on type 75 degrees C insulation except where noted. (2) Adjust conductor or conduit sizes according to NEC when using substitute insulation type. (3) Do not substitute insulation types when type is noted on Drawings. 2. Power and lighting: minimum size - #I2 AWG. 3. Control: minimum size - #14 AWG. 4. Systems: Use wire or cable shown on Drawings and specified in appropriate specification section. B. 15 kV Cables: 1. Conductor: annealed, stranded copper. 2. Conductor shield: extruded, semi-conducting, thermosetting. 3. Insulation: extruded, ethylene propylene rubber; 133 percent insulation _ level, 220 mils thick, minimum. 4. Insulation shield: semi-conducting, free-stripping. 5. Shield conductors: uncoated annealed copper, concentrically and evenly spaced; 24 gauge, minimum. 6. Outer jacket: PVC. PART 3 - EXECUTION 3.01 INSTALLATION A. 600 Volts and Below: 1. Install line voltage wiring in conduit. 2. Run panelboard and motor feeders in individual conduits. 3. Install no more than six current carrying conductors in single conduit. 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16120 -2 4. Use wire pulling lubricant approved by wire manufacturer for pulling #4 AWG and larger wire. 5. In air plenums, install communications systems wire in conduit or use wire with insulation approved for such use. 6. Splice only in accessible junction or outlet boxes. 7. Color code conductors. • 3.02 TESTING A. Insulation Testing: 1. Perform insulation resistance tests on all feeders 600 volts and below and 15 kV. 2. Test each conductor phase to ground and phase to phase with a MEGGER applying a DC voltage ranging from 0.6 to 2.5 kV. 3. Record test results. END OF SECTION 1601.004- ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16120 - 3 SECTION 16121 WIRE CONNECTIONS AND DEVICES PART 1 - GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Wires and cables - Section 16120. PART 2 - PRODUCTS 2.01 MANUFACTURERS A. Burndy Corporation B. Ideal Industries Inc. C. ITT Blackburn Company D. 0-Z Gedney Company E. T&B Thomas and Betts F. 3M Company 2.02 MATERIALS A. General: 1. Connectors: bolted type, compression type, clamp type, crimp type, or other • as required and UL approved for purpose. 2. Terminal Lugs: as required and UL approved for purpose. • B. 600 Volts and Less: 1. Splices and taps in wire smaller than#6 AWG: Provide conical spring type connectors. 2. Splices and taps in#6 AWG and larger: Provide solderless compression lugs and screw type connectors and wrap with electrical insulation tape to thickness of 150 percent of original insulation. C. Above 600 Volts: 1. Use materials acceptable to and recommended by cable manufacturer. 2. Splices: 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16121 - 1 a. Conductors: compression type. b. Insulation: (1) Built-up tape or splice kit. (2) Use 3M or ITT Blackburn kits. 3. Terminations 15KV: a. Use compression type lugs. b. Outdoor provide potheads. c. Indoors provide potheads or stress cones with molded silicone rubber terminators with varying skirt diameters. PART 3 -EXECUTION 3.01 INSTALLATION A. General: 1. Clean conductors, connectors, and terminal lugs at splices and terminations to insure maximum conductivity between contact surfaces. 2. Cover splices using electrical tape to thickness of 150 percent of original insulation. 3. Do not remove conductor material or conductor strands to terminate conductors in undersized lugs or connectors. B. Over 600 Volts: Install connectors according to cable and connector manufacturer's published instructions. END OF SECTION • 1601.004-ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16121 -2 SECTION 16132 OUTLET BOXES PART 1 - GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Conduits-Section 16112. B. Wiring devices -Section 16140. PART 2 -PRODUCTS 2.01 MANUFACTURERS A. Appleton Electric Company B. Eagle Electric Mfg.Company,Inc. C. Midland Ross Corporation D. Raco Inc. E. Reddot Manufacturing 2.02 MATERIALS A. Finish: hot-dip galvanized. B. Interior boxes:pressed sheet steel,with stamped knockouts for conduit. C. Exterior boxes:cast,deep type,hubless,weatherproof. D. In ceilings:4 inch, octagonal boxes. E. Flush mounted in walls: 1. Boxes with matching plaster rings for single or two-gang outlets. 2. For larger boxes use solid type or special units. F. Surface mounted: cast,deep type,hubs as required,screw flange type. G. In masonry: deep masonry boxes. H. Do not use sectional boxes. • PART 3 -EXECUTION 3.01 INSTALLATION A. Mounting Heights: 1. Mount bracket outlets,switch outlets,clock outlets,and special outlets at heights indicated on Drawings. 2. Outlet heights indicated on Drawings are from center of outlet to finished floor. B. Equip each switch,light and wall receptacle outlet with outlet box. 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Paa - 1 ,e 16132 C. Outlet boxes: 1. Mount outlet boxes flush in finished spaces. 2. Outlet boxes in unfinis: led areas such as mechanical rooms,electrical rooms and above removabie ceilings may be surface mounted. D. Do not install boxes back to back in same wall but offset 2'-O"minimum. E. Boxes in masonry walls: Adjust position to suit masonry course lines so one edge is on masonry joint. 2. Coordinate cutting of masonry walls to achieve neat openings for boxes. 3. Use rotary cutting equipment to cut masonry work for installation of electrical fittings. F. Install boxes mounted in exterior walls with insulation behind outlet boxes to revent condensation in boxes. G. Install outlet boxes for weatherproof exterior lighting fixtures flush in exterior walls,except as otherwise indicated on Drawings. H. Outlets mounted above counters,benches,and splashbacks: 1. Coordinate location and mounting heights with built-in units. 2. Adjust outlet mounting heightsto agree with required location for equipment served. 1. Watertight outlet boxes and fittings: Install in locations subject to saturation by water or other liquids and in locations exposed to weather and unprotected. !. Provide blank cover plates to match wiring device plates over unused outlet boxes. END OF SECTION 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16132 - 2 SECTION 16133 PULL AND JUNCTION BOXES PART 1 -GENERAL, 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Conduits-Section 16112 B. Outlet Boxes-Section 16132 PART 2 -PRODUCTS 2.01 PULL BOXES A. Manufacturers: 1. Appleton Electric Company 2. Crouse-Hinds Company 3. Hoffman Engineering Company B. Materials: 1. Galvanized or painted steel or cast boxes conforming to National Electrical Code, with screw-on or hinged cover. 2. Flush mounted pull boxes: Provide overlapping covers with flush-head cover retaining screws, prime coated,and finished to match environment. 2.02 JUNCTION BOXES A. Manufacturers: 1. Appleton Electric Company 2. Crouse-Hinds Company 3. Eagle Electric Manufacturing Company 4. Hoffman Engineering Company 5. Midland Ross Corporation 6. Raco Inc. B. Materials: Galvanized pressed steel or cast or as listed in B.1. above. • PART 3-EXECUTION 3.01 INSTALLATION A. Install Pull Boxes: 1. To prevent equivalent of four quarter bends from occurring in one conduit run. 2. To facilitate pulling conductors in long runs. B. Install Junction Boxes: 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16133 - 1 1. As indicated on Drawings. 1. In accessible spaces. 3. Concealed in finished spaces. 4. Provide :lush mounted boxes where necessary to maintain accessibility in finished spaces. 5. Provide watertight boxes with fittings in locations subject to saturation with water or other liquids and in locations exposed to weather and unprotected. END OF SECTION • 1601.004-ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16133 -2 SECTION 16140 WIRING DEVICES PART 1 - GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Outlet boxes - Section 16132. 1.02 SUBMITTALS A. Submit product data for each type of device in accordance with Section 01300. PART 2 - PRODUCTS 2.01 MANUFACTURERS A. Switches: 1. Arrow-Hart 2. Hubbell 3. Leviton 4. Pass & Seymour B. Receptacles: 1. Arrow-Hart 2. Hubbell 3. Leviton 4. Pass & Seymour C. GFI Receptacles: 1. Arrow-Hart 2. Hubbell 3. Leviton D. Device Plates: 1. Arrow-Hart 1601.004-ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16140- 1 2. Hubbell 3. Lev::on 4. Pas_ Seymour 2.02 MATERIALS A. Switches: 1. Lighting switches: specifications grade, conforming to Federal Specification W-S-896E, quiet operating, gray toggle type switches rated 20 amp, 120/277 volt AC. 2. Lighted handle switches: specification grade, conforming to Federal Specification W-S-896E, quiet operating, gray handle, toggle type switch rated 20 amp, 120 volt AC. 3. Key switches: a. Specification grade, conforming to Federal Specification W-S-896E, key operated switch rated 20 amp, 120/277 volt AC. b. Keys provided with each switch. 4. Momentary contact switches: specification grade, gray, two circuit, center off, single pole double throw toggle type switch rated 20 amp, 120 volt AC. 5. Pilot lights: neon lamps with round red plastic jewel fitting single gang switch plate, rated 120/277 volts. B. Receptacles: 1. Single and duplex receptacles: specification grade, conforming to Federal Specification W-C-596F, two pole, three wire, gray, grounding receptacles rated 20 amp, 120 volt. 2. Ground fault receptacles: a. Specification grade, two pole, three wire, gray, grounding feed-through receptacles with indicator, reset and ground fault interrupter set to trip at 5 milliamps leakage current. b. Receptacle rated 10 amps, 120 volts. 3. Receptacles noted weatherproof: Provide duplex or ground fault receptacle as indicated on Drawings, mounted horizontally with gasketed, spring loaded cover. 4. Receptacles noted "PC": comply with item 1 above except white in color. 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16140 -2 C. Device Plates: 1. Satin finish, Type 430 stainless steel. 2. Engrave device plates where noted on Drawings or specified with 1/8 inch block letters with black filler. 3. Engrave plates for receptacles noted "PC" with "COMPUTER ONLY". PART 3 - EXECUTION 3.01 INSTALLATION A. Locate devices as indicated on Drawings. B. Dimensions given are to centerline of device. C. Locate devices symmetrically s.vith regard to architectural items such as paneling, furring, trim or millwork. D. Arrange outlets symmetrically where several occur in room. E. Verify swings of doors before switch outlets are installed and if placement of switch is behind open door, request determination of switch location from Architect. END OF SECTION 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16140 -3 SECTION 16190 SUPPORTING DEVICES PART I - GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Cable Trays - Section 16111. B. Conduit - Section 16112. C. Wireways - Section 16113. PART 2 - PRODUCTS 2.01 MANUFACTURERS A. Blackhawk Ind. B. Burndy Corporation C. Grinnell D. Hilti Corporation E. Ideal Industries Inc. F. ITT Blackburn Company G. Kearny H. McGraw-Edison I. Midland-Ross Corporation J. O.Z.Medney K. Rawlplug Company; Inc. L. T&B/Thomas and Betts M. 3M Company N. Unistrut Building Systems O. Approved equal according to requirements of Section 01630. 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16190 - 1 2.02 MATERIALS A. Anchors: Power driven; self-drilling; expansion bolts (malleable iron); machine screws; welded studs; toggle bolts, wood screws; beam clamps. steel plates with through bolts welded in place. B. Inserts: 1. Cast-in-place concrete: galvanized malleable iron, adjustable with insert nut. 2. Expansion inserts: malleable iron (see expansion bolts above). v C. Hangers and Supports: 1. Trapeze: galvanized or electro-plated steel. 2. Wrought iron clamps or collars. 3. Beam clamps: wrought iron, steel or malleable iron. 4. Pipe straps: steel or malleable iron. PART 3 - EXECUTION 3.01 CONDITIONS OF INSTALLATION A. Permit power drive anchors when: 1. Anchors are located in thickest part of slab, wall or deck. 2. Load capacity per anchor(9/64 inch shank diameter): a. One inch penetration in concrete: 125 pounds. b. 1-1/4 inches penetration in concrete: 225 pounds. B. Anchors for point-of-attachment weights of 100 pounds or less: 1. Use self-drilling anchors or expansion bolts on concrete and solid masonry already in place. 2. Use machine screws in tapped holes or welded studs on solid metal. 3. Use toggle bolts on hollow construction. 4. Use wood screws on wood. 5. Use beam clamps on structural steel. C. Anchors for point-of-attachment weights from 100 pounds to 300 pounds: 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16190-2 1. Cast in place concrete slabs: Use concrete inserts in slab bottom with 13 inches slip through steel rods set transverse to reinforcing steel. �. Concrete slabs already in place: a. Use 16" x 8" x 1/2" steel plates on slab top with through bolts welded in place and inserted through slab. b. Chase in plates and grout flush when no topping will be applied. D. Anchors for point-of-attachment weights over 300 pounds: 1. Cast-in-place concrete slabs: Use 16" x 8" x 1/2" steel plate with through bolts welded in place. 2. Position plate 1-1/2 inches below top of slab or on top of slab where concrete topping will be applied. 3.02 INSTALLATION A. Provide hangers, angles, channels and other supports required by field conditions to install electrical equipment. B. Do not rest electrical items including conduit and wire upon suspended ceiling media such as tiles or plaster nor depend upon such media for support. C. Support: 1. Provide base anchors for electrical equipment. • 2. Do not allow equipment to be held in place by its own weight. D. Provide inserts, where required, suitable for composition of slab, wall, or structure from which equipment is supported. :. E. Maintain head room and neat mechanical appearance in each installation of electrical equipment. END OF SECTION 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16190 - 3 SECTION 16195 IDENTIFICATION NAMEPLATES PART 1 -GENERAL NOT APPLICABLE PART 2 -PRODUCTS 2.01 NAMEPLATES A. Materials: 1. Laminated plastic,NEMA, 1/3 inch thick per layer. 2. Lettering: a. Normal loads: white on black background. b. Emergency loads:white on red background. - 3. Engrave inscription symmetrical to centerline of plate. 4. Minimum sizes: a. 1 " high x 3" wide for single line of characters. b. 2"high x 3"wide for two or three lines of characters. c. 1/4 inch high characters on nameplates for switchboards. d. 3/16 inch high characters on other equipment. B. Fabrication: 1. • Inscribe nameplates for switchgear,distribution panelboards,parlelboards,motor starters, and motor control centers as designated on Drawings. 2. Inscribe nameplates for branch devices in switchgear and distribution panels,with designation of load being served. 3. Inscribe nameplates for branch devices in motor control panels and motor control centers with electrical equipment number and equipment description. 2.02 MARKING PEN A. Permanent,waterproof,quick drying: Sanford's No. 3000 "Sharpie". PART 3-EXECUTION 3.01 NAMEPLATE INSTALLATION A. Install identification nameplates on switchgear,branch devices, distribution panels,panelboards, motor control centers,motor starters, and disconnect switches. B. Attach nameplates to equipment with two self-tapping chrome head screws or epoxy cement. C. Locate plates in places readable from normal viewing position. 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16195 - 1 3.02 MARKING PEN LABELING A. Use for communications systems pull and junction boxes and boxes and raceways installed for future use. B. Label inside covers in finished areas and outside covers in unfinished areas. END OF SECTION • • 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16195 - 2 SECTION 16440 SAFETY SWITCHES 'ART 1 -GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Supporting devices Section 16190. B. Identification nameplates- Section 16195. C. Distribution panelboards -Section 16472 D. Motor starters -Section 16481. 1.02 SUBi\'IITT.A.LS A. Submit product data for each type of safety switch in accordance with Section 01300. PART 2 -PRODUCTS 2.01 MANUFACTURERS A. General Electric B. Approved Equal 2.02 MATERIALS A. Provide UL listed,NEMA HID Heavy Duty horsepower rated switches as indicated on Drawings with following features: 1. Voltage and current rated as indicated on Drawings. 2. Quick-make, quick-break mechanism. 3. Switch blades visible with door open. 4. Fusible and non-fusible as indicated on Drawings. 5. Plated contacts. 6. Plated spring.reinforced clips for UL Class R fuses with fuse rejection kits to prevent installation of Class H and Class K fuses. 7. Provision for control circuit electrical interlock. 8. Handle and mechanism integral with box not cover. 9. Handle indicates ON and OFF. 10. Handle padlockable OFF. 11. Suitable for use as service equipment and so labeled. 12. Identification nameplate. 2.03 ENCLOSURES A. Indoor:NEMA 1 enclosure,rustproofed land painted with gray enamel. B. Outdoor:NEMA 3R,Rainproof,steel enclosure painted gray enamel. PART 3-EXECUTION 3.01 INSTALLATION A. Install as indicated on Drawings in accordance with manufacturer's published instructions and recommendations. B. Label disconnect with identification nameplate indicating equipment served. END OF SECTION July 5, 1994 16440- 1 SECTION 16450 GROUNDING 'ART 1 -GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Conduit-Section 16112. B. Wires and cables - Section 16120. C. Supporting devices -Section 16190. PART 2-PRODUCTS 2.01 MANUFACTURERS A. Burndy B. ERICO Products C. ITT Blackburn Co. D. McGraw-Edison E. T&B 2.02 MATERIALS A. Grounding Conductors: 1. - Insulated,copper conductors. 2 Size as indicated 3. Outer insulation: a. #6 AWG and smaller: continuous green. b. #4 AWG and larger: 2 inches wide green tape banding at every access point. B. Connections: 1. Ground conduits, cabinets, equipment and similar items by means of suitable lugs,pressure connectors and clamps as follows: a. Connections to pipe or conduits by heavy duty ground clamps consisting of steel U-bolts and bronze toothed saddle. b. Connections to steel building column, ground rod or reinforcing steel imbedded in concrete using exothermic welding process. c. Connections to flat metal using OZ type"KGM"or Burndy OBBM". d. Cable to cable connections using OZ type"PMX"or Bumdy type "UC". e. Connections to boxes by using grounding clip or screw. C. Ground Bar: • 1. 24" long x 2"x 1/4"minimum copper bar mounted on insulating standoffs. 2. Lugs for connecting grounding cables. July 5, 1994 16450- 1 Com.2045.1.1 PART 3 -EXECUTION 3.01 INSTALLATION A. Service Ground: Existing. B. Separately Derived S:s:ems: Install unspliced grounding electrode conductor from enclosure ground bus,or bolted connection to enclose:-.! if ground bus is not present, and grounded structure, cold water pipe, or equipment room ground bus was applicable. C. Equipment Grounds: I. Unless indicated otherwise, form equipment ground with non-flexible; metallic raceway. 2. Install bonding jumpers around fittings where ground becomes non-continuous. D. Raceway Grounding: 1. Form electrical wiring raceway system consisting of continuous,permanent and effective equipment grounding circuit installed as follows: a. Metallic threaded couplings and conduits, wrench tight. b. Make termination of rigid conduits at boxes, cabinets and other enclosures with double locknut arrangement and bushing and insulating tape where required by NEC. c. At each section of flexibleq metal and liquid tight conduits provide bonding jumper for ground circuit continuity. Install bonding conductor(insulated or bare) inside conduit and terminate with proper lugs or ground clamps in nearest access outlets on both ends. d. Greenfield flexible conduit and type "U.A." liquid tight flexible conduits over 6 feet long and carrying over 20 amps: Install proper size ground conductor jumper bonded to rigid conduit system and to electrical equipment where flexible conduit is terminated as required by NEC,Article No.250-91(b). e. Effectively bond service equipment enclosures and other enclosures mentioned in NEC Section 250- 75. f. Firmly bond and effectively ground sections of wiring gutters and wireways;outlet boxes and receptacle ground terminals;metal section of continuous rigid cable supports and fittings and cable bus;and other built-up enclosures with bolted joining of sections. Provide conduit expansion fittings with factory installed bonding Jumpers. g. Raceway runs of non-metallic conduits: (1) Provide with ground circuit conductor of same ampacity as ungrounded circuit conductors unless noted otherwise. (2) Properly terminate in each outlet of access opening. h. Bonding jumping: (1) Attach as specified in NEC Section 250-113 and Section 250-115,whichever is applicable. (2) Provide capacity not less than requirements of NEC Table • E. Communications Systems Grounding: 1. Provide ground conductors from ground bar for systems which systems as follows: a. One-12 AWG to telephone system distribution backboards. b. One=8 AWG to fire alarm panels. c. One=S AWG to sound system panels. d. One'8 AWG to clock system panels. • e. One 4'6 AWG to local area network cabinets. END OF SECTION July 5, 1994 16450-2 Com.2045.1.1 SECTION 16471 BRANCH CIRCUIT PANELBOARDS 'ART 1 -GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Supporting devices - Section 16190. B. Identification nameplates -Section 16195. C. Circuit breakers Sec:ion 16476. 1.02 SUBMITTALS A. Submit shop drawings and product data for each panelboard including circuit breaker sizes and types in accordance with Section 01300. PART 2 -PRODUCTS 2.01 MANUFACTURERS A. General Electric Company B. Approved Equal. 2.02 MATERIALS A. General: 1. Provide UL listed, deadfront panelboards containing two rows of thermal magnetic circuit breakers. 2. Copper phase sequenced bussing,maximum 600 amp bus. 3. Full sized neutral bus. 4. Integrated equipment rating for every component to withstand RMS symmetrical amperes as follows: a. 10,000 amperes for panels rated 208/120 volts. b. 14,000 amperes for panels rated 480/277 volts. 5. Separate non-insulated copper ground bus, including main grounding lug and terminals for 50 percent minimum of circuits, including spares. 6. Bolt on circuit breakers. 7. Main lugs or main breaker,subfeed lugs, feed through lugs, GFI breakers, split bus and contactor as indicated on Drawings. 8. Side mounted main circuit breakers are not allowed. 9. Galvanized steel back box with primed and painted gray enamel frontcovers. 10. Front covers: a. Concealed hinges,trim clamps and chrome plated flush locks. b. Key each panelboard alike and to match existing. 11. Gutters to meet NEC required wire bending space with increased gutter size for large feeders passing through gutters. 12. Typed circuit directory: a. Use final room numbers and load descriptions provided by the owner. • b. Place directory in clear plastic case attached to inside of panelboard door. July 5, 1994 16471 - 1 Com.2045.1.1 B. Pane!boards for use with non-linear loads(PC panels feeding computer circuits): 1. Provide panelboards with features as indicated above. 2. Provide 200%rated neutral bus. PART 3 -EXECUTION 3.01 INSTALLATION A. Install panelboards a: 5.-6"above finished floor to top of panelboard. B. Install panelboards as indicated on Drawings and in accordance with manufacturer's published instructions and recommendations. C. Provide three 1-inch empty conduits from each flush panelboard up into ceiling cavity for future use. END OF SECTION July 5, 1994 16.471 -2 SECTION 16472 DISTRIBUTION P.-1.NELBOARDS ART 1 - GENERAL 1.01 RELATED WORK SPECIFIED LN OTHER SECTIONS A. Basic materials and methods- Section 16050. B. Branch circuit panelboards-Section 16471. C. Circuit breakers - Section 16476. 1.02 SUBMITTALS A. Submit shop drawings and product data for each panelboard including protective device sizes and types in accordance with Section 01300. PART 2-PRODUCTS 2.01 MANUFACTURERS A. General Electric Company B. Approved Equal 2.02 MATERIALS ' A. Provide UL listed distribution panels,deadfront with molded case circuit breakersand with: 1. Copper phase sequenced bussing. 2. Integrated equipment rating for components to withstand 42,000 minimum RMS symmetrical amperes or as indicated on Drawings. 3. Separate non-insulated copper ground blls including main grounding lug and terminals for 50 percent minimum of circuits, including spares. 4. Main lugs or main device as indicated on Drawings. 5. Galvanized steel back box with primed and painted gray enamel front covers. 6. Gutters to meet NEC required wire bending space with increased gutter size for large feeders passing through gutters. B. Provide circuit breaker panels with following additional features: 1. Circuit breakers.# 2. Front covers over breakers with concealed hinges and trim clamps and chrome plated flush locks,keyed same as panelboards. 3. Typed circuit directory,using final room numbers and load descriptions provided by the owner,placed in clear plastic case attached to inside of panelboard door. PART 3-EXECUTION 3.01 INSTALLATION A. Install distribution panelboards complete with accessories in accordance with manufacturer's published instructions. END OF SECTION July 5, 1994 16472- 1 Com.2045.1.1 SECTION 16476 CIRCUIT BREAKERS ART 1 - GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Panelboards - Section 16-171. B. Disnibution panelboards - Section 16472 C. Motor starters - Section 16481. 1.02 SUBMJTT.ALS A. Submit in accordance with Section 01300: 1. Product data for each breaker type. 2. Breaker curves for each breaker size. ` PART 2 - PRODUCTS 2.01 MANUFACTURERS A. General Electric B. Approved Equal 2.02 MATERIALS A. Molded Case Circuit Breakers: 1. LZ listed molded case circuit breakers of modular unitized construction with quick-make,quick-break toggle mechanism for manual and automatic operation. 2. Three position handle with clear indication of"tripped"position. 3. Common trip on two and three pole breakers. 4. Devices to make multi-pole breakers out of two or three single pole breakers are not allowed. 5. Bolt-on type, removable from front of panelboard without disturbing other breakers,and with AL/C J terminating lugs. B. Thermal Magnetic Type: 1. Individual thermal and magnetic trip elements in each pole. 2. Fault current interrupting ratings: a. 600 volt panelboards: 14,000 amperes symmetrical unless indicated otherwise. • b. 250 volt panelboards labeled LX-XX or ELX-XX: 10,000 amperes symmetrical unless indicated otherwise. c. 250 volt panelboards labeled PX-XX:42,000 amperes symmetrical unless indicated otherwise. d. Service distribution equipment,distribution panelboards,motor control centers:minimum interrupting rating as indicated on Drawings. C. Solid State Trip Type. 1. Integral current sensing elements with solid state trip control. 2. Fixed instantaneous and long time delay trip. • 3. Adjustable short time delay trip. • July 5, 1994 16476- 1 Com.2045.1.1 4. Adjustable, integral ground fault protection where indicated. 5. Minimum interrupting rating as indicated on Drawings. 'ART 3 -EXECUTION 3.01 INSTALLATION A. Install as indicated on Drawings in accordance with manufacturer's published recommendations and instructions. END OF SECTION July 5, 1994 16476-2 Com.2045.1.1 SECTION7 164 7 FUSES ART 1 - GENERAL 1.01 RELATED WORK SPECIFIED LN OTHER SECTIONS A. Safety switches - Section 16440. B. Motor or starters Section 16481. 1.02 SUBMITTALS A. Submit in accordance with Section 01300: 1. Product data for each fuse type. 2. Fuse curves for each fuse size. PART 2 - PRODUCTS • 2.01 1 LANUF A CTURE RS A. GouldiShawmut B. Bussman _ C. Littelfuse 2.02 MATERIALS A. UL Class L: 600 volt AC, 601 to 6,000 amps,current limiting fuses with plated contacts and pure silver links,rated 200,000 RMS symmetrical AIC with four second minimum time delay at 500 percent over-current. B. UL Class RK-1: 250 volt AC, 1-600 amps,current limiting,dual element, time delay fuses rated 200,000 RMS symmetrical AIC with ten second minimum time delay at 500 percent over-current. C. UL Class RK-1: 600 volt AC, 1-600 amps,current limiting, dual element, time delay fuses rated 200,000 RIS symmetrical AIC with ten second minimum time delay at 500 percent over-current. D. UL Class RK-5: 250 volt AC, 1-600 amps, current limiting,dual element, time delayfuses rated 200 000 RMS l; , symmetrical AIC with ten second minimum time delay at 500 percent over-current. E. UL Class RK-5: 600 volt AC, 1-600 amps, current limiting,dual element,time delay fuses rated 200,00 RMS symmetrical AIC with ten second minimum time delay at 500 percent over-current. PART 3 -EXECUTION 3.01 INSTALLATION A. Size as indicated on Drawings. • B. Install in accordance with manufacturer's published instructions and recommiendations. C. Provide fuses in each fused switch or motor starter. END OF SECTION July 5, 1994 16477 - 1 ' Com.2045.1.1 SECTION 16480 VARIABLE FREQUENCY DRIVES PART 1 — GENERAL 1.01 RELATEDD WORK SPECIFIED IN OTHER SECTIONS A. Motors — Section 15170 B. Supporting devices — Section 16190 C. Identification nameplates —Section 16195 1.02 REFERENCE STANDARDS A. IEEE 519 1.03 DESCRIPTION OF WORK A. Provide variable frequency drive (VFD) as specified in locations as indicated on the Drawings. B. Provide calculations indicating the predicted voltage and current harmonics at the line side terminals for each VFD as installed in the electrical distribution system. C. Provide AC line reactors as required to meet the requirements of IEEE 519 based upon the harmonic calculations. 1.04 SUBMIT ALS A. Submit in accordance with Section 01300: 1. Product data including electrical characteristics, installation requirements and appurtenances. 2. Voltage and current harmonic calculations for each VFD. 3. Harmonic test report. B. Submit in accordance with Section 01700: Operation and Maintenance Manuals. PART2 —PRODUCT 2.01 MANUFACTURERS A. Allen—Bradley: 1305 or 1336 Series. 2.02 MATERIALS A. General: • 1. Provide equipment listed by UL or ETL. 2. Provide electronic, variable frequency drive for standard squirrel-cage induction motors. 3. Provide drive rated for motor ampacity: a. At motor voltage b. At motor full load nameplate rating c. At drive's worst-case carrier frequency. Mark Dupre 16480-1 of 3 12/30/98 2.02 B. Drive operating characteristics: I. Generate output waveform using Pulse Width Modulation switching 2. Full wave bridge diode rectifier input section 3. Power factor presented to building power supply, minimum of 95 percent. 4. Variable carrier frequency for PWM inverter: Minimum highest carrier frequency of 12kHz, providing quiet motor operation. 5. Drive to operate at rated voltage as indicated on drawings ±1- 10 percent without derangement of speed control functions. 6. Automatically accelerate motors from stop to frequency setpoint. 7. Sufficient acceleration rate adjustment range to avoid overcurrents large enough to cause shutdown. C. Enclosure: NEMA 1 D. Features: 1. Hand-off-automatic selector switch. 2. Manual speed adjust. 3. Acceleration-time adjustment. 4. Variable volts per Hertz ratio to suit motor application throughout frequency range. 5. Minimum steady-state frequency setpoint range from 5 to 60 Hertz. 6. Line side overcurrent protection. 7. Frequency regulation within 0.5 percent of base frequency. 8. Ambient temperature range from 32 degrees F to 104 degrees F. 9. Capable of accepting and following 4-20 ma signals. 10. Ability to withstand output terminal bolted line-to-line short circuits without internal component failure. 11. Set of dry contacts for remote indication of controller shutdown rated 5 amps, 120 volts VAC. 12. Automatically self-protect, shutdown and indicate cause for: a. Overtemperature of drive components. • b. Motor overload c. Short circuit d. Unndervoltage e. Overvoltage • f. Groundfault • li Mark Dupre 16480-2 of 3 12/30/98 PART 3 — EXECUTION 3.01 INSTALLATION A. Install as indicated on Drawings in accordance with manufacturer's published recommendations and instructions. B. Provide separate conduits for line and load side conductors. C. Provide equipment-grounding conductor with line and load side conductors. D. Provide manufacturer's factory representative on site for supervision at time of installation. E. Provide manufacturer's factory representative on site for start-up. 3.02 TESTING A. Test each VFD for harmonics: 1. Perform test at full motor load conditions. 2. Test voltage and current harmonics from the fundamental through the 31st. harmonic. 3. Test harmonics on the line side terminals of each VFD. 4. Record the test results for each VFD. 5. Perform the tests in the presents of the Owner. B. Provide line side reactors at no additional cost to the owner if tests indicate the harmonic content exceeds the requirements of IEEE 519. 3.03 OPERATING AND MAINTENANCE INSTRUCTIONS A. Provide on-site instructions to Owner's designated personnel on operating and maintaining equipment. END OF SECTION • • • Mark Dupre 16480-3 of 3 12/30/98 SECTION 16481 MOTOR STARTERS PART 1 — GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Identification nameplates —section 16195. B. Safety switches— Section 16440. C. Fuses —Section 16477. D. Motor control centers —Section 16482. 1.02 SUBMITALS A. Submit product data for each component in accordance with Section 01300, complete control diagrams. B. Submit in accordance with Section 01700: Operation and Maintenance Manuals: PART 2 —PRODUCTS 2.01 MANUFACTURERS A. Allen - Bradley 2.02 MATERIALS A. Manual motor starters: 1. Provide manually operated toggle switch with interchangeable thermal overload relay rated for motor starting duty. 2. Provide integral pilot lights as indicated on Drawings. B. Magnetic motor starters: 1. Provide magnetic motor starters, UL listed and sized in accordance with NEMA standards as indicated on Drawings with following features: a. Thermal overload protection in all phases. b. Heaters sized for full load current of motor. c. "Hand—off—automatic" switches unless indicated otherwise. d. Manual reset. e. Red "running"pilot light in cover, with press to test feature. f. One normally open and one normally closed auxiliary contact. 2. Provide starters for 120 volt AC control with 120 volt AC holding coil:. a. 120 volt AC control transformer with fused secondary unless indicated otherwise on Drawings. C. Full Voltage Non—Reversing Motor Starters: Provide full voltage non- reversing type motor starters, except as specifically indicated on drawings. D. Two-speed and Reversible Motor Starters: Coordinate starter characteristics, including time delay relay on high to low transition with specified motor requirements obtained from approved motor shop drawings. E. Reduced Voltage Motor Starters: 1. Provide auto-transformer type reduced voltage starters. 2. Provide multi-purpose protective relay that provides single phasing(phase less), phase unbalance (current, voltage or both) and phase rotation protection. Mark Dupre 16431-1 of 2 12/30/93 F. Combination Motor Starter Disconnect Switch: Provide fusible disconnect switch and magnetic motor starter in single enclosure with defeatable front cover interlock. PART 3 — EXECUTION 3.01 EXA.,tiIINATION A. Verify starter sizes with respective motors. B. Notify Owner of discrepancies immediately in writing. C. Install only starters that will properly control their motors. 3.02 INSTALLATION ' A. Install according to manufacturer's published instructions. B. Make connections for complete and operational installation. C. Provide overload relay heater element sized to motor's nameplate running current rating and according to-manufacturer's published ratings. D. Test starters after installation for proper operation. E. Label starter with nameplate indicating equipment served. END OF SECTION Mark Dupre 16481-2 of 2 12/30/98 SECTION 16482 MOTOR CONTROL CENTERS 'ART 1 -GENERAL 1.01 RELATED WORK SPECIFIED LN OTHER SECTIONS A. Basic materials and methods- Section 16050. B. Motor starters - Section 16431. C. Motor control panels-Section 16483. 1.02 SUBMITTALS A. Submit shop drawings and product data in accordance with Section 01300. PART 2-PRODUCTS 2.01 MANUFACTURERS A. Allen-Bradley Company B. General Electric Company C. Square D Company D. Westinghouse E. Other manufacturers approved according'to procedures in Section 01-630. 2.02 MATERIALS A. Bussing: 1. 480 volt, three phase, three wire, 60 Hz. tin plated copper horizontal bussing across and tin plated copper vertical bussing down each stack. 2. Bracing and supports: suitable to withstand minimum of 22,000 amps asymmetrical short circuit current or as indicated on Drawings. 3. Provide with full length copper ground bus. B. Combination Starters: 1. Provide combination type for starters indicated on Drawings as being installed in motor control centers. 2. Design each starter section to be removed or added without disturbing others. 3. Connect to vertical bus by means of self-aligning stab-on connectors with positive tin-plated copper to tin- plated copper contact with both sides of bus. 4. Baffle and isolate starters from each other. 5. Provide interchangeable heaters with ratings clearly indicated on exterior of device. C. Enclosure: 1. NEMA Type 1. 2. Indoor gasketed. 3. Finish: factory baked on enamel medium light gray, inside and out. July 5, 1994 16482- 1 Com.2045.1.1 D. Nameplates: 1. Provide engraved nameplate with each control unit. 2. Designate motor number or load controlled. E. Control Wiring: 1. 120 volt. 2. NEMA Class 1, Tve B. F. Pilot lights: "push-to-test"type. G. Provide control wiring diagram mounted to interior cover of control terminal section. PART 3 -EXECUTION 3.01 INSTALLATION A. Install motor control center components in accordance with manufacturer's published instructions. B. Test motor control centers for proper operation with owner's representative and manufacturer's representative present. C. Install concrete housekeeping pad sized as needed to provide equipment support and protection. END OF SECTION July 5, 1994 16482-2 Com.2045.1.1 SECTION 16500 LIGHTING PART 1 -GENERAL 1.01 SUBMITTALS A. Submit proc.:ct data for fixtures, including mounting and installation data, lamps, and ballasts, in accordance with Sectioc 01300. PART 2 -PRODUCTS 2.01 MANUFACTURERS A. Fixtures: lis:ed on Drawings. B. Incandesce:Lamps: 1. General Electric Company 2. North American Phillips 3. Osraml Sylvania C. Fluorescent Lamps: 1. North American Phillips#F032T8/TL-841 D. Metal Halide Lamps: 1. General Electric Company _. North American Phillips 3. Osra_..Sylvania 4. Venn::: Lighting Inc. E. HID Ballasts: 1. Jefferson Electric 2. Valmont Electric Company 3. Universal Manufacturing Corporation F. Instant Star Fluorescent Electronic Ballasts: 1. Magnetek/Triad 2. Advance 3. Motorola G. Rapid Start Fluorescent Electronic Ballasts: 1. Advance 2. Motorola 2.02 MATERIALS A. Fixtures: 1. Include necessary mounting and installation hardware. 2. Every fixture:UL labeled. 3. Provide concrete bases for pole mounted fixtures,and hand hole at base of pole. B. Lamps: 1. Incandescent lamps: extended service where feasible. 2. Fluorescent lamps:T8-35 K,and as indicated on Drawings. 3. High intensity discharge lamps: as indicated on Drawings. 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16500- 1 C. Ballasts: 1. Fluorescent interior ballasts: All copper windings, Class "P"rated, CBM S labeled, ETL certified, "A"sound rating,high power factor,and with thermally activated automatic resetting protective devices sealed in housing. 2. Fluorescent interior electronic ballasts: Class "P"rated with thermally activated automatic resetting protective devices sealed in housing, lamp * current crest factor 1.7 or less on 60 Hz modulated current, comply with FCC Rules Part 13 requirements governing electromagnetic and radio frequency interference, IEEE 587 for withstanding line transients, voltage, regulation+ 10 percent, light regulation+ 10 percent. Ballast factor 0.88 or higher, power factor greater than 90 percent ETL listed, "A"sound rating,minimum 3 year warranty including S l0rballast labor, less than 20 percent total harmonic distortion. Provide ballast to power all lamps in the fixture from a single ballast unless indicated otherwise,on Drawing. 3. Fluorescent exterior ballasts: low temperature type with same characteristics as interior and providing reliable starting to -20 degrees F.; 4. HID ballasts:high power factor, constant wattage auto-transformer with quietest sound rating available. 5. Compact fluorescent ballasts:high power factor only. D. Lenses: 1. _ Fluorescent troffers: Prismatic lenses of 100 percent virgin acrylic,nominal thickness 0.125 inch. PART 3 -EXECUTION 3.01 INSTALLATION A. Install lighting fixtures in accordance with manufacturer's published recommendations . B. Heights shown on Drawings are to bottom of fixture for stem mounting and to center of outlet box for wall mounting. C. Support fixtures adequately by approved methods. D. Clean after installation. E. Adjust aim of fixtures. F. Locate mechanical space lighting fixtures after mechanical equipment is in place. END OF SECTION • • 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES ' Page 16500 - 2 SECTION 16721 FIRE ALARM AND DETECTION SYSTEM PART 1 -GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Basic materials and methods-Section 16050. B. Conduits- Section 16112. C. Wire and cables- Section 16120. D. Wire connections and devices-Section 16121. E. Outlet boxes- Section 16132. F. Pull and junction boxes-Section 16133. G. Supporting devices-Section 16190. 1.02 SYSTEMS DESCRIPTIoN A. Revise existing Autocall,24 volt DC, supervised,zoned fire alarm and detection system consisting of manual pull stations,duct smoke detectors,and smoke detectors. B. System will: 1. Monitor alarm input devices. 2. Output to alarm indicating circuits and annunciators. C. Interlock duct type smoke detectors on air handling units to fan starters to shut down fans and signal system upon sensing smoke. D. Maintain operation of existing fire alarm system throughout construction. 1.03 ALARI'I SYSTEM ZONING A. Connect to existing zone.1.04 REGULATORY REQUIREMENTS A. Comply with applicable provisions of current NFPA Standards and meet requirements of local authorities having jurisdiction. B. Provide UL listed system. PART 2-PRODUCTS 2.01 MANUFACTURERS A. Autocall B. All devices are furnished and installed by Contractor. 2.02 FIRE ALARM CONTROL PANEL(FACP) A. Control Panel: 1. Autocall system 2. Provide input zones as required. B. Initiating Circuits: 1. Class B, two wire. 2. Provide power for smoke detectors from initiating loop wiring. 2.03 DETECTION DEVICES A. Manual Pull Stations: 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16721 - 1 1. Indicating physical operation until reset. 2. Flush mounted wherever possible. B. Ionization Smoke Detectors: 1. Low voltage, dual chambers detector. 2. Integral visual indication of alarm. 3. Ceiling mounted. C. Duct Smoke Detectors: Ionization type smoke detectors with full length sampling tube and auxiliary relay to shut down fan starter. 2.04 ANNUNCIATION DEVICES A. Visual annunciators. - 1. Meet ADA Requirements. 2.05 TRANSPONDER AN])COMMAND RECEIVER CABINET A. Existing to be relocated. 2.06 FIRE ALARM ANNUNCIATOR PANEL A. Existing. 2.07 SYSTEM WIRE AND CABLE A. Loop Conductors: 1. Four conductor,#14 AWG, stranded,plenum rated,shielded cable:Belden#83754 2. Two,#14 AWG stranded conductors(one yellow and one orange). B. Alarm.Indicating Device Conductors: 1. Manual pull stations: two,#14 AWG,stranded conductors,red. • 4. Smoke detectors:verify with owner. 2.08 WIRING BOXES A. Junction boxes and device boxes to be 4 11/16"x 2 1/8"with 3/4"x 1/2" knockouts. PART 3-EXECUTION 3.01 INSTALLATION 1.601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16721 -2 A. Install detection and annunciation devices as per manufacturers recommendations and as indicated on Drawings. B. Install all wiring in conduit. C. Owner will make all wiring connections to each detection and annunciation device. D. Install loop conductors in 3/4" conduit separate from other wiring. E. Leave 4'-0"of slack in wires at all locations for owner connections. F. Audible alarm through bell signal system. G. Visual annunciation through fire alarm system. HG. Labelall "AUTOCALL" boxesexcept boxes for loop system. I. Label loop system boxes "F.A. LOOP". JI. Conductor Identification:Tag individual conductors at each box with markers indicating zone number. 3.02 SYSTEM TESTLNG A. Thoroughly inspect and test complete installed fire alarm system including: 1. Complete visual inspection. 2. Complete operational test of every device and system function. B. Make changes or corrections to system necessary. END OF SECTION • 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16721 - 3 SECTION 16715 VOICE AND DATA CABLING SYSTEM PART 1 GENERAL 1.1 RELATED WORK. SPECIFIED IN OTHER SECTIONS A. Data Systems: Section 16741. B. Telephone Systems: Section 16740. PART 2 PRODUCT 2.1 MANUFACTURERS: A. Lucent Technologies 1.- Cable 2. Jacks 3. Outlets B. Wiremold 1. Raceway 2.2 MATERIALS A. Cable: 1. Data: Category 5 with CMP rated jacket. 2. Voice: Category 3 with CMP rated jacket. B. Jacks: - 1. Data: Category 5 wired to T568B. 2. Voice: Category 3 wired to T568B. C. Outlets: 1. Four jacks per workstation. a. One jack will be voice and 3 jacks will be data. 2. See drawings for other combinations. D. Raceway 1601.004- ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16715 - 1 1. Area of raceway shall be no less than .32 square inches. 2. Cover shall be removable along it's entire length. PART 3 EXECUTION 3.1 INSTALLATION A. The installation shall be in conformance with EIAJTIA- 568-A and EI A/TIA- 569. B. The workstation outlet (4 plex) shall be installed in a surface mounted box. Surface mounted raceway shall be run from the box to the cable tray below the work surface. C. See drawings for installation details. -- D. Install one cable from each voice or data jack back to the MIS room. Leave the cable unterminated in the MIS room and with sufficient slack for termination by Anderson Window. Test each cable from the jack to the unterminated end. 1. Two jacks (data) at each work station will not be used at this time. Cable will not be installed for these two jacks at this time. E. Twisted pair cabling must be supported every 5 feet. F. Four inch bridle rings shall be used on all cabling, unless otherwise existing raceway is available. 1. Two inch bridle rings will need to be supplied to access vertical conduit riser. 2. A bridle ring must be used within a foot of any vertical conduit riser. G. The cable must be installed using Andersen's Administration, naming conventions, and standards. H. The cable must be: 1. 2 feet from sprinklers: 2. 2 feet from lights. 3. 40 inches from motors. 4. 40 inches from RF antennas. I. Horizontal and Station Block Wire Punch Down Order: Inside Faceplate Wire Color Number 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16715 -2 White/Blue 1 Blue-White 2 White/Orange 3 Orange/White 4 White/Green 5 Green/White 6 White/Brown 7 Brown/White 8 J. Labeling The Cable System : 1. All labeling shall be permanent (except for the TP cross-connect designation strips) and neat. A non-erasable permanent marker shall be used when labeling faceplates. 2. Each RJ-45 jack on a connecting block must be labeled in the following format. The label must be directly above the RJ-45 jack and be done with a non-erasable permanent marker using the following convention and format: BB-FC xxxx-T BB is the building number, F is the floor where the IDF is located, C is a sequential number of the closet in building BB, xxxx is the pair number of the white/blue or white/slate pair in a cable on the horizontal cable 110A block, and T indicates either V for voice or D for data. For example, an RJ-45 jack used for data transmission • connected to 110A block location 0121 in IDF number 1 on the second floor in building 33 would be: 33-21 • 0121-D END OF SECTION 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16715 - 3 SECTION 16730 CLOCK SYSTEM PART 1 - GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Basic Materials and Methods - Section 16050. B. Conduits - Section 16112. C. Wire and Cables - Section 16120. D. Wire Connections and Devices - Section 16121. E. Outlet Boxes - Section 16132. F. Pull and Junction Boxes - Section 16133. G. Supporting Devices - Section 16190 1.02 SYSTEM DESCRIPTION A. Provide a new clock system including clocks and booster/power supply. This system will stand alone. A signal from the existing plant master clock will be provided to this system by the owner. PART 2 - PRODUCTS 2.01 MANUFACTURER A. Simplex 2.02 MATERIALS A Office Area Clocks: 1. 24 volt DC, two wire, impulse 2. 9" round 3. Semi flush mounted. 4. Model #2310 5. With#2975-9034 backbox 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16730 - 1 B. Booster/Power Supply: 1. 120 volt AC input 2. 24 volt DC, two wire output 3. Surface mounted in NEMA 1 enclosure 4. v _� Model Y_811-9011 PART 3 - EXECUTION 3.01 INSTALLATION A. Install clocks and booster as per manufacturerSs recommendations and as indicated on the Drawings. B. - Install all wiring in conduit. C. Coordinate connection of master clock signal with owner. END OF SECTION • 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16730 - 2 SECTION 16740 TELEPHONE SYSTEMS PART 1 -GENERAL 1.01 RELATED WORK SPECIFIED IN OTHER SECTIONS A. Paint on Backboards- Section 09900. B. Cable Tray-Section 16111. C. Conduits- Section 16112. D. Outlet Boxes - Section 16132. E. Pull and Junction Boxes- Section 16133. 1.02 DESCRIPTION OF SYSTEM A. System of telephone junction boxes, conduits,sleeves,and backboards for installation of telephone system by others. B. Telephone system outlet boxes are also used for data in finished office areas. PART 2-PRODUCTS 2.01 MATERIALS A. Cable tray as specified in Section 16111. B. Outlet Boxes: 1. As specified in Section 16132. 2. Two gang, 2 1/8"deep minimum. C. Box Covers: 1. Cover for single gang device plate in non-office areas. 2. Cover for two gang device plate in office areas. PART 3-EXECUTION 3.01 LNSTALLATION A. Install'pull boxes in telephone conduit runs at 100 foot intervals. B. Label "TELEPHONE"on pull and junction boxes. C. Install pull wires in telephone conduit. D. Install telephone backboards and terminal cabinets in locations indicated on drawings and as required by telephone company. Provide 3/4"conduit from each telephone outlet box to accessible ceiling space in finished spaces and to bar joists in unfinished spaces. Bush conduit ends. END OF SECTION • 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 16740 - 1 SECTION 16741 DATA SYSTEMS PART 1 -GENERAL 1.01 RELATED WORK SPECIFIED LN OTHER SECTIONS A. Cable tray-Section 16111. B. Conduits-Section 16112. C. Outlet boxes-Section 16132. D. Pull and junction boxes-Section 16133. 1.02 DESCRIPTION OF SYSTEM A. System of junction boxes,conduits, sleeves, for installation of system by others. B. Telephone system outlet boxes will also be used for data outlets in finished office areas. PART 2-PRODUCTS . 2.01 MATERIALS A. Cable tray as specified in Section 16111. B. Outlet Boxes: 1. As specified in Section 16132. 2. Two gang,2 1/8"deep minimum. C. Box Covers: Cover for single gang device plate in non-office areas. PART 3 -EXECUTION 3.01 INSTALLATION A. Provide 3/4"conduit from each data outlet box to accessible ceiling space in finished spaces and to bar joists in unfinished spaces unkless noted otherwise on the drawings.Bush conduit ends. END OF SECTION • • ' S 1601.004 -ANDERSEN/ORDER DEPARTMENT/CHANNELERVICES Page 16741 - 1 1. Weatherproof, 25 volt line matching transformer,gray,aluminum and aluminum die cast. Dukane Model S A412 or Rauland 3603. E. Cabling 1. Speaker: f a West Penn#296 b. 22 AWG, I pair, twisted,shielded c. Plenum rated PART 3 -EXECUTION • 3.01 INSTALLATION A. Install new speakers and wiring in ceiling plenums. B. In exposed ceiling spaces conceal wiring above joists, etc. 3.02 ADJUSTMENTS A. Provide necessary adjustment and balancing to assure system is totally operational with highest quality signals at each point in system and free of interferences. 3.03 TESTING A. General: 1. Test all components as per manufacturer's recommendations. a Using audio signal strength meter,measure signal level at farthest speaker and other randomly selected speakers. 2. Test report: a Indicate type of test performed and date of test. b. Indicate results of test for each component. c. Indicate action to be taken to correct any test failures. d. Indicate date and results of re-test. 3. Perform final functional tests in present of the owner's representative. 4. Certify system is complete and functional. END OF SECTION 1601.004 - ANDERSEN/ORDER DEPARTMENT/CHANNEL SERVICES Page 17770 - 2 PROJECT MANUAL Andersen Corporation Leasehold Improvements St. Croix Mall 5909 Omaha Avenue North Stillwater, MN 55082 OWNER: Andersen Corporation 100 Fourth Avenue North Bayport, MN 55082 • • DATE: December 31, 1998 PROJECT NO: 9907.02 • MS & R Meyer,Scherer&Rockcastle,Ltd. Architecture,Interior Design and Urban Design 119 North 2nd Street Minneapolis MN 55401.1420 612 375.0336 phone 612 342.2216 fax Meyer, Scherer& Rockcastle Ltd. 31-Dec-98 Table ofCo ntents General Part 1 Project Scope and Existing Site Code Analysis Site Work Part 2 Walks and Special Exterior Paved Areas Site Furnishings Structural Systems Part 3 Structural Demolition Exterior Enclosure Part 4 Exterior Doors and Frames Entry Canopy Waterproofing and Roofing Systems Part 5 [Not Used} Interior Construction Part 6 Selective Interior Demolition Interior Materials Interior Openings Finishes Partition Types Specialties, Equipment, and Furnishings Part 7 Specialties Toilet Accessories • Andersen Corporation-St.Croix Mall Introductory Information MS&R#9907.02 Part 1 - 1 Meyer,Scherer ec Rockcastle,Ltd. 31-Dec-98 0.1 Phase 1 — Project Scope and Existing Site A. The site for the project is located in the St. Croix Mall, 5909 Omaha Avenue North, Stillwater, Minnesota. Presently there are operating retail facilities located on the sire. B. The project consists of one component, as follows: 1. Selective demolition and new construction to provide approximately 10,000 gsf storage and 70,000 gsf office space, with attendant support facilities. C. Specifications and Documents issued by Meyer Scherer & Rockcastle Lrd. represent architectural/interior design intent only; all consultants' work (structural, mechanical, electrical, audio-visual, civil, etc.) is by others. D. The General Contractor shall be responsible for the coordination of all subcontractors working on, or furnishing material for use on this project. In addition, the General Contractor shall be responsible for the coordination of all work performed under separate contracts. 0.2 Project Schedule and Phasing • A. Project Schedule and Phasing: The anticipated overall schedule for the Project is as follows: 1. Start of construction: January 11, 1998 2. Anticipated Construction Completion: TBD B. The proposed project will require that construction minimize disruption of existing retail functions. 0.3 Bidding Requirements A. Bidding Method: Owner and Pre-selected prime contractor will competitively bid material contracts and subcontracts for the complete work. 0.4 Project Delivery Requirements A. Owner has entered into a negotiated agreement with McGough Companies as General Contractor for the completion of construction. B. AIA A201-97 Conditions of the Contract will be used by reference, with project specific modification incorporated by Supplementary Conditions. C. The Project Manual will be organized around the CSI Division concept using MS&R's Master Division 1 sections and Owner specific requirements. • D. Occupancy: The Owner or existing tenants will occupy portions of the building immediately adjacent to areas of selective demolition and new construction covered under these documents. Conduct both the selective demolition and new construction work in a manner that will minimize the need for disruption of the Owner's or other tenant's normal operations. Provide a minimum of 72 hours advance notice to Owner of the construction activities that will affect normal operations. • Protections: 1. Provide temporary barricades and other forms of protection to protect the Owner / Tenant's personnel,visitor's and the general public from injury due to demolition or new construction. 2. Provide protective measures, as required, to provide free and safe passage for authorized personnel and general public to occupied portions of the building. 3. Erect temporary covered passageways as required by authorities having jurisdiction. 4. Provide interior and exterior shoring, bracing, or supports to prevent movement, settlement, or collapse of structure, or elements to be demolished and adjacent facilities or work to remain. Andersen Corporation-Sr. Croix Mall Introductory Information MS&R #9907.02 Part 1-2 cherer& Rockcastle Meyer, >Ltd. 31-Dec-98 S. Protect from damage all existing finish work that is to remain in place or becomes exposed during demolition operations. 6. Construct temporary insulated dustproof partitions where required to separate areas where noisy or extensive dirt or dust operations are performed. Equip partitions with dustproof doors and security locks. 7. Provide temporary weather protection during the interval between demolition and removal of existing construction at exterior surfaces and the completion of new construction to ensure that no water leakage or damage occurs to the structure or interior areas of the existing building. S. Remove temporary protections at the completion of the work. Utility Services: 9. Maintain existing utilities indicated or necessary to remain in service and protect them against damage during demolition and new construction. 10. Do not interrupt utilities serving occupied or used facilities, except when authorized in writing by the Owner or their approved agent. Provide temporary services during interruptions to existing utilities, as acceptable to governing authorities. 11. Maintain fire protection services during selective demolition operations, and as required by local governing authorities during new construction activities. E. Construction Facilities And Temporary Controls 1. The General Contractor shall maintain a field office at site, including complete set of drawings, approved shop drawings, addenda and change orders. 2. The existing electricity,water, heat and ventilation systems may be used by the Contractor during the construction of this project. Should the Contractor or any sub-contractor abuse the use of the existing utility services, the Owner may require appropriate reimbursement from the Contractor. 3. The existing toilet facilities may be used by the Contractor during the construction of the project. If used, these facilities must be maintained, by the Contractor, in a sanitary condition until the permanent toilet facilities are available or the work is complete. 4. The General Contractor shall be responsible for the temporary storage and off site removal of all construction related trash. 5. Protection of existing facilities: The General Contractor and each sub-contractor shall be responsible for the protection of all adjacent materials, construction and finishes which may be affected by his work and, if required any damage shall be repaired in kind. 6. Temporary weather and security barriers will be required. The General Contractor shall erect suitable fences, barricades and enclosures as may be required to restrict access to the project by unauthorized personnel, protect the work, the workmen and the public from injury. All shall comply with state and local requirements. F. Substitutions 1. All requests for substitutions of like materials shall be reviewed and approved by the Architect and Owner prior to acceptance or incorporation in the project. 2. Where products are specified by reference standard or description only, any product that complies with the specified requirements may be used. Andersen Corporation-St. Croix Mall Introductory Information MSIR#9907.02 Part 1-3 Meyer, Scherer& Rockcastle,Ltd. 31-Dec-98 3. Where products are specified by naming one or more specific products, provide only the named product. 4. Where products are specified by naming one or more specific products followed by the words "or equal" or "or a:proved equal" submit a Request for Substitution for any product not named. Submit a separate Request for Substitution for each proposed product. G. Hazardous Materials 1. If hazardous materials are encountered during the demolition operations, comply with the appropriate regulations, laws and ordinances concerning removal, handling and protection against exposure or environmental pollution. Stop work in the area affected. Do not proceed until appropriate safeguards are in place. 2. The terms "hazardous substances or materials" means any product, toxic or otherwise hazardous pollutant; contaminant in which the release or disposal of is regulated by any environmental law or regulation. 3. Contractor, Subcontractors and Suppliers are to establish procedures for notifying all project personnel who are/were under the employ of the Contractor or Subcontractor at the time the hazardous substances were identified. 4. Contractor shall submit a Certification of Notification stating that all personnel who will be physically present at the project site(s) have been informed of the extent of identified hazardous substances. H. Contract Closeout 1. This Section includes administrative and procedural requirements for contract closeout including, but not limited co, rhe following: a. Inspection procedures. b. Project record document submittal. c. Operation and maintenance manual submittal. d. Submittal of warranties and/or lien wavers. e. Final cleaning. • 2. Substantial Completion a. Inspection Procedures: On receipt of a request for Substantial Completion (punchlist) inspection, the Architect will either proceed with inspection or advise the Contractor of unfilled requirements. The Architect will prepare the Certificate of Substantial Completion following inspection or advise the Contractor of construction that must be completed or corrected before the certificate will be issued. b. Should the Architect be required to perform re-inspections due to failure of the Work to comply with the claims of status of completion made by the Contractor: The Owner shall deduct the amount of such compensation from the Final Payment to the Contractor. c. Results of the completed inspection(s) will form the basis of requirements for final acceptance. 3. Maintenance Manuals: Organize operation and maintenance data into suitable'sets of manageable size. Bind properly indexed data in individual, heavy-duty, 3-ring, vinyl-covered binders, with pocket folders for folded sheer information. Mark appropriate identification on front and spine of each binder. Include all appropriate information. Andersen Corporation-St. Croix Mall Introductory Information MS&R#9907.02 Part 1-4 Meyer, Scherer& Rockcastle,Ltd. 31-Dec-93 4. Operation and Maintenance Instructions: Arrange for each Installer of equipment that requires regular maintenance to meet with the Owner's personnel to provide instruction in proper operation and maintenance. Provide instruction by manufacturer's representatives if installers are not experienced in operation and maintenance procedures. a. As part of instruction for operating equipment, demonstrate the following procedures: 1) Startup. 2) Shutdown. 3) Emergency operations. 4) Noise and vibration adjustments. 5) Safety procedures. 6) Economy and efficiency adjustments. 7) Effective energy utilization. 5. Cleaning: Employ experienced workers or professional cleaners for final cleaning. Clean each surface or unit to the condition expected in a normal, commercial building cleaning and maintenance program. 6. Removal of Protection: Remove temporary protection and facilities installed for protection of the Work during construction. 7. Compliance: Comply with regulations of authorities having jurisdiction and safety standards for cleaning. Do not burn waste materials. Do not bury debris or excess materials on the Owner's property. Do not discharge volatile, harmful, or dangerous materials into drainage systems. Remove waste materials from the site and dispose of lawfully. 0.5 Code Analysis A. The following condensed Code Analysis is "Preliminary" but reflects accurate interpretation of the building code at this phase. • • • • Andersen Corporation-St. Croix Mall Introductory Information MS&R#9907.02 Part 1-5 Meyer,Scherer& Rockcastle,Ltd. 31-Dec-98 0.5 Code Analysis A. The following condensed Code Analysis is "Preliminary" pending confirmation with project jurisdiction. B. Applicable Governing Standards 1. Building Code: 1997 UBC, MN Amendments 2. Fire Code: 3. Mechanical Code: 4. Energy Code: S. Plumbing Code: 6. Electrical Code: 7. Elevator Code: 8. Handicapped Code: 9. OSHA: 10. Life Safety Code: C. Occupancy Classification: The building is classified as a Type li-N (assumed) building consisting of the following occupancy groups: Office Area Group B-Business Occupant load>SO Storage Group S-Division 1 -Storage Moderate Hazard [Retail Group M Exg.] D. Occupancy Separations [Table 3-B] 1. Group B/Group S: UBC: No requirements Factory Mutual: 1 hour (as per Owner direction) 2. Group B/Group M: UBC: No requirements E. Construction Outline for Main Structure (Type II-N assumed) 1. Walls: • a. Exterior Bearing: none [Table 6-A] 1-hr. if<20 ft. to property line b. Exterior Non-Bearing: none [Table 5-A] c. Interior Bearing: none d. Corridor Partitions: 1 hour (if more than 30 occ. • As per 1005.7) e. Permanent Partitions: none f. Vertical Openings/shaft enclosures 1 hour g. Parapets Required: No . 2. Structural Frame: a. Columns: none [Table 6-A] b. Trusses, Girders & Beams: none 3. Floor Construction: (Members not affecting Stability) a. Beams,Slabs and Joists: none [Table 6-A] • 4. Roof Construction and Classifications: (Members not affecting Stability) a. Beams, Slabs and Joists: none [Table 6-A] Andersen Corporation-St. Croix Mall Introductory Information MS&R#9907.02 Part 1-6 Meyer, Scherer&Rockcastle,Ltd. 31-Dec-98 F. Allowable Floor Area 1. 12,000 SF Basic Table 5-B 2. Unlimited 505.2 One-Story, fully sprinklered 3. Actual: 69,500 gsf Office 12,400 Storage/Service 1,980 Mezzanine G. Mezzanines 1. 7 ft. min. height 507.1 2. Mezzanine area within room shall nor exceed 1/3 room area. 507.3 3. Partitions: open and unobstructed, unless enclosed portion limited to 10% mezz. floor area; or unless occupancy of enclosed portion 10 or less. 507.4 4. 2 exits if required by use as per: Table 10-A H. Egress Requirements 1. Maximum Travel Distance to Exits: 200' a. (Distance may be increased 100' if last portion is within one-hour corridor) 2. Dead End Corridor Limit: 20' 3. Minimum Corridor Width: a. Primary: 44" Secondary: 36" if<49 occupants. b. Projections Permitted: Door swings may not reduce required width by more than 1/2. c. Trim, etc. = 1-1/2" ea. side 4. Minimum Corridor Height: 7'-0" to lowest projection. S. Horizontal Exit Requirements: a. Distance apart must exceed 1/2 diagonal distance of the space (1/2 x 421'= 210'-6"<376' [projected]) 6. Openings Ocher Than Doors: Shall not exceed 25% of the area of wall a. (25% does not include doors). I. Exit Analysis 1. Occupancy B: Office area: 709 occupants (3 exits minimum [per 1004.2.3.4]) 70,869 s.f. at 100 s.f./occupant= 709 occupants • 709 occupants x.2"/occupant= total exit req'd 141.8" 2. Occupancy S-1: Storage area: 20 occupants (1 exit minimum [per 1004.2.3.4]) 9702 s.f. at 500 s.f./occupant=20 occupants Mezzanine area: (1 exit minimum[per 507 and Table 10-A]) • 1980 s.f. at 500 s.f./occupant= 4 occupants 24 occupants x .2"/occupant=total exit req'd 4.8" 3. Total Occupancy: 746: (3 exits minimum [per 1004.2.3.4]) Aggregate exit width required= 146.6" Aggregate exit width provided = 312"(projected) Andersen Corporation-St.Croix Mall Introductory Information MS&R#9907.02 Part 1-7 P Meyer,Scherer& Rockcastle,Ltd. 31-Dec-98 J. Stairs 1. Width Required: 48" min. (occupant x 0.3" required width) 2. Maximum Height Allowed Between Landings: 12'-0" 3. Physical Limitarions: a. Headroom: 6'-3" minimum headroom b. Riser: 4" minimum/7" maximum c. Minimum Tread: 11" (largest may not exceed smallest by more than 3/8") d. Handrail Height: 34"-3S" e. Handrail diameter: 1-1/2' - 2" f. 1-1/2" clear space between rail and sidewall g. Guardrails: 42" high K. Ramps 1. Maximum Sle::.e: 1:12 for HC accessibility, 1:8 for others 2. Width Required:44" min.=occupant x 0.2" = required width a. (49 occupants or less = 36" minimum) L. Interior Finishes 1. Flame Spread Index/(FSI) . a. Class I 0-25 b. Class II 26-75 c. Class III 76-200 2. Wall and Ceiling Flame Spread Classification: Occ/FS a. Corridors: B2/III b. Public Areas: B2/1II c. Vertical Exirways: B2/1I d. Other Areas B2/III 1) Class Listed includes reduction due to sprinklers. M. Sanitation and Plumbing Fixture Requirements 1. Sanitation a. Non-absorbent floor material to 5" up on wall (per 807.1.1) 2. Occupancy B fixture requirements: a. Office area: 354 occupants (177m, 177f) (per UBC Table A-29-A) 70,869 s.f. at 200 s.f./occ. =354 occupants 3. Occupancy S-1 fixture requirements: a. Storage area:2 occupants (1m,lf) (per UBC Table A-29-A) 9,702 s.f. at 5000 sf/occ. =2 occupants •• b. Mezzanine area: 1 occupants (per UBC Table A-29-A) 1,677 s.f. at 5000 s.f./occ. = 1 occupant 4. Total Occupancy: 357 occupants (179m, 178f) Andersen Corporation-St. Croix Mall Introductory Information MS&R#9907.02 Part 1-8 Meyer,Scherer& Rockcastle,Ltd. 31-Dec-98 S. Required fixtures (see UBC Table A-29-A): a. Group B 1) WC, male: 3 for first 55, 1 per SO additional 179-55.124150=3, so 3 + 3 = 6 required 2) WC, female: 3 for first S5, 1 per SO additional 178-55=123/50=3, so 3 + 3 = 6 required 3) Urinals: 50% male WC-3 allowed 4) Lavatories: 1 per 2 WC = 3 per sex= 6 b. Group S 1) WC, male: 1 for first 10, so 1 required 2) WC, female: 1 for first 10, so 1 required 3) Urinals: S0% male WC,so none allowed 4) Lavatories: 1 per 2 WC = 1 per sex = 2 c. Total Required 1) WC, male: 7 required (4 required if 3 urinals are installed) 2) WC, female: 7 required 3) Urinals: 3 allowed 4) Lavatories: 3 required 5) Drinking Fountains 3 required (357/150 =3) d. Total Provided 1) WC, male: 5 2) WC, female: 9 3) Urinals: 4 4) Lavatories, male 6 5) Lavatories,female 6 6) Drinking Fountains 3 e. ADA Requirements (See UBC 1105.2.2) q 1) At least one type of fixture/element shall be accessible ----End of General---- • Andersen Corporation-St.Croix Mall Introductory Information MS&R#9907.02 Part 1-9 Meyer,Scherer& Rockcastle,Ltd. 31-Dec-98 Site Construction 2.1 Paving and Surfacing: A. Walk Paving Types: 1. Paving Type 1: 4000 psi, air entrained concrete reinforced with polypropylene fiber with tooled joints and light broom finish. a. Thickness: .5 inch. b. Base: 4 inch crushed aggregate. 2.2 Site Furnishings A. Ash Urn (Section 02870): Precast concrete, 12" square by 24" high. 1. Acceptable manufacturers and product: a. Architectural Precast: Model AT-12-S. b. Dura Art Stone: Design TR-D2. c. Landscape Forms: Plexus Collection B. Site Fencing (Section 02824): To be determined. - --- End of Site Work -- Andersen Corporation-St.Croix Mall 1 Site Construction MS&R#9907.02 Part 2-1 Meyer,Scherer & Rockcastle,Ltd. 31-Dec-98 Structural Systems 3.1 Overview A. The intent of this narrative is to summarize the architectural decisions regarding the design of the project. Confirm Design Crireria, Codes and Standards, stair consrrucrion, and structural framing with Project Structural Engineer. 3.2 Selective Demolition (Section 01735) A. Perform selective demolition required to accommodate alterations and new construction. As design progresses, drawings will indicate scope of structural and non-structural items to be removed or altered. B. Selective demolition will include explorations and probes to determine Scope of Work required and necessary protective measures. C. Salvaged Items: confirm with Owner. 1. Scope of areas affected by selective demolition is indicated in Architectural floor plans. -End of Structural Systems--- • Andersen Corporation-St. Croix Mall Structural Systems MS&R#9907.02 Part 3 -1 Meyer,Scherer& Rockcastle,Ltd. 31-Dec-98 Exterior Enclosure 4.1 Exterior Doors and Frame: (Section 08100 - Section 08400) A. Hollow Metal Exterior Doors (and Interior Reinforced Doors): 16 gauge steel stiffener reinforced vertically 6 inches o.c. full height and width, spot welded 5 inches o.c. to both face sheets. Stiffeners welded together :op and bottom. Insulate with 2-1/2 lb. density mineral wool insulation. 1. Galvanized s:eel (A60 Coating) with field painted finish. 2. Flush top channel at out swinging exterior doors. 3. Fill seams with filler and grind smooth before finishing. 4. Field painted. B. Hollow Metal Door Frames: One-piece, fully welded flush faces, welded and ground smooth. Blunt stops with tight hairline joints. ' 1. Material: 14 gauge cold-rolled sheet steel, painted. 2. Acceptable Manufacturers: a. Ceco Door Products/Ceco Corporation. b. Curries Company/Essex Industries. _ c. Mesker Industries, Inc. d. North Central Supply, Inc. e. Pioneer Industries. f. Security Metal Products Corp. g. Steelcraft Mfg. Co. h. Trussbilt, Inc. C. Exterior Wood Doors: 1. Andersen product—see Drawings. 4.2 Exterior Window Systems (Section 08520 & 08610) A. Punched Window System: Vinyl clad wood windows with prefinished clad exterior and factory stained wood interior. 1. Typical units will be fixed, however awning units are required if indicated for smoke evacuation. 2. Exterior finish: Perma-Shield cladding. 3. Glass type: 1 inch insulated glass with a high transmittance Low-E coating on Number 2 surface. 4. Acceptable Manufacturers: a. Andersen Corporation • 4.3 Other Exterior Components A. Exterior Canopy: Manufacturer's standard, cantilevered system with steel or aluminum supports and canvas or fabric cover and internal lighting details. 1. Canopy fabric. a. Polyester/Cotton Fabric: Opaque, poly/cotton-based fabric with all-weather vinyl protection -coat. b. Acceptable manufacturer and product: John Boyle & Company, Inc.; Fabri-Awn. C. Color: (To be determined.) B. Exterior Marquee: Manufacturer's standard,translucent panels as indicated on Drawings. 1. Acceptable Manufacturers: LliMAsite by American Acrylic (Frost-SOS). C. Special Effects Film 1. 3M Scotchcal Special Effects Film: provide pattern as indicated on Drawings. --- End of Exterior Enclosure--- Andersen Corporation-St. Croix Mall Exterior Enclosure MS&R#9907.02 Part 4-1 Meyer,Scherer&Rockcastle,Ltd. 12/31/98 Interior Construction 6.1 Interior Selective Demolition (Section 017321 A. Scope of Selective Demolition: Perform selective demolition required co accommodate alterations and new construction. 1. Refer to Demolition Drawings for complete scope of selective demolition. B. Salvaged Items: To be determined by Owner during Construction Phase. 6.2 Interior Metal Fabrications A. Metal Equipment Support Systems (Section 05450): Provided at ceilings of rooms with ceiling hung equipment and other types of lighting or audio-visual equipment. B. Metal Fabrications (Section 05500): 1. Pipe rail at Storage Area. 6.3 Millwork A. Wood Type (WD-x): 1. Plain sliced red oak with transparent finish. 2. Finish: a. Stain color: To be determined. B. Painted Wood (WD-x): Paint grade Birch solids and veneers. 1. Field painted. 2. Prefinished in compliance with AWI standards. C. High-Pressure Decorative Plastic Laminate (PLAM-x): NEMA LD 3, grades as indicated, or if not indicated, as required by woodwork quality standard. D. Plastic Laminate Casework Construction: Combination of custom and modular plastic laminate casework to conform to program and functional requirements. Flush overlay construction with concealed hinges. 1. Face frames and box construction: AWI Custom Grade flush overlay construction, Section 400B. 2. Doors and drawer fronts: Flush overlay construction. • 3. Cabinet Hardware:To be determined. E. Adjustable Shelf Standards and Supports: 1. With shelf brackets, B04112 2. Anchor woodwork to anchors or blocking built in or directly attached to substrates.. Secure with countersunk, concealed fasteners and blind nailing as required for complete installation. Use.fine finishing nails [or finishing screws] for exposed fastening, countersunk and filled flush with woodwork and matching final finish if transparent finish is indicated. 6.4 Firestopping A. Sprayed Cementitious Fireproofing (Section 07815): Thickness as required to meet code requirement. 1. Scope to be clarified during construction phase, but includes: • a. Patching of existing fireproofing in areas affected by remodeling. 2. Acceptable Manufacturer: a. W.R. Grace and Company Construction Products Division: Monokote MK-6 with fungal inhibitor. b. Mandoval Vermiculite Products: Mandolite CP2 with integral fungal inhibitor. c. Isolatek International Corp — Cafco (0781S — Mineral Fiber Fireproofing?): Cafco 300 with integral fungal inhibitor. Andersen Corporation-St.Croix Mall Interior Construction MS&R 9907.02 Part 6-1 Meyer,Scherer& Rockcastle,Ltd. 12/31/98 B. Firestopping (Section 07340): Methods and materials to limit spread of fire, gasses and smoke penetrations in rime raced horizontal and vertical barriers, and through structural floors. Methods specified include the following conditions: 1. Openings in fire rated vertical and horizontal barriers for passage of pipes, ducts, and electrical busways, raceways, and cables. 2. Joints between walls and roofs or structural floors. 3. Joints between curtain walls and structural members. 4. Joints between structurally separate sections of walls or floors. 6.5 Interior Doors and Frames A. Hollow Metal Door Frames: One-piece, fully welded flush faces, welded and ground smooch. Blunt stops with tight hairline joints. - 1. Material: 16 gauge cold-rolled sheet steel, painted. 2. Acceptable Manufacturers: a. Ceco Door Products/Ceco Corporation. b. Curries Company/Essex Industries. c. Mesker Industries, Inc. d. North Central Supply, Inc. e. Pioneer Industries. f. Security Metal Products Corp. g. Steelcraft Mfg. Co. h. Trussbilc,Inc. 3. Minimum gauges of hollow metal are specified below. Provide heavier gauge if required by details of specific condition. Entire frame and sidelight shall be of same gauge. a. 16 gauge: Interior door frames and glazed opening frames. b. 16 gauge: Labeled frames (or heavier if required by label). c. 18 gauge: Interior doors (or heavier if required by label). d. 20 gauge: Trim members. B. Doors in Service Areas: 1-3/4 inch, 16 gauge hollow metal doors complying with SDI Type II, heavy duty style 2, flush doors with hourly rating indicated. C. Interior Wood Doors in Public Areas: Unless noted otherwise, provide AWI rated and'nonrated door frames at public areas. 1-3/4 inch flush wood doors with oak veneer complying with AWT PC-5 bonded core construction. Premium Grade vertical grain rift cut red oak veneers. 1. Provide UL/Warnock-Hersey 20 minute label where scheduled. 2. Provide UL fire rated doors with mineral core and special laminated stiles for ratings indicated. 3. Lifetime warranty. 4. Finish: Prefinished in compliance with AWI Section 1500-G-7, Satin-medium rubbed, System 2 catalyzed lacquer System 3 conversion varnish. a. Stain color:To be determined. Andersen Corporation-St.Croix Mall Interior Construction i�1S&R 9907.02 Part 6-2 Meyer,Scherer&Rockcastle,Ltd. 12/31/98 D. Interior Wood Doors: 1. Andersen product where indicated—see Drawings. E. Fire-Rated Door Assemblies: Where fire-rated door assemblies are indicated or required, provide fire-rated door and frame assemblies that comply with NFPA 80 "Standard for Fire Doors and Windows", and have been rested, listed, and labeled in accordance with ASTM E152 "Standard Methods of Fire Tests of Door Assemblies" by nationally recognized independent testing and inspection agency acceptable to authorities having jurisdiction. 6.6 Hardware (Section 08710) A. The overall quality and standards for building hardware shall comply with Owner's Specification Guidelines. B. Hardware shall be specified to comply with ADA Requirements for all locations throughout the Project. C. Major components and finishes are as required by Andersen Corporation: 1. BUTTS AND HINGES a. Acceptable Manufacturers and Types: Lawrence McKinney Hager Stanley Type 1 BBS1S2 T4A3795 BB1262 FBB268 Type 2 BB4101 TA2714 BB1279 FBB179 Type 3 BB4101A TA2314 BB1191 FBB191 Type 4 BBS1S1 T4A3786 BB1168 FBB168 Types BBS151A T4A3386 BB1199 FBB199 b. Application: Exterior outswinging doors Type S x NRP Exterior inswinging doors Type 4. Interior doors with closers Type 2 or 4. Interior doors over 36 inches wide Type 4. • Interior doors 36 inches or less without closer Type 2. Provide NRP (non-removable pins) at out-swinging lockable doors. c. Size: 2-1/4 inch Doors S inch by S inch 1-3/4 inch Doors 4-1/2 inch by 4-1/2 inch 1-3/8 inch Doors 3-1/3 inch by 3-1/2 inch Andersen Corporation-St. Croix Mall Interior Construction MS&R 9907.02 Part 6-3 I - Meyer,Scherer&Rockcastle,Ltd. 12/31/98 d. Quantity: 2 - hinges per leaf for openings through 60 inches high. 1 - additional hinge per leaf for each additional 30 inches in height or fraction thereof. 2. FLUSH BOLTS AND DUSTPROOF STRIKES a. Acceptable manufacturers: Glynn-Johnson Ives Door Controls FB6 458 780 FB7 - 559 842NH FBS 556 --942NH DP2 489 x 437 80 b. Non-labeled Openings: Provide 2 flush bolts FB-6 for inactive leaf of pairs of locked and latched doors. Locate centerline of top bolt not more than 73 inches from finished floor. Provide dustproof strike DP-2 for bottom bolt. c. Labeled Openings: Provide automatic flush bolt set FB-7 or FB-8, as applicable, for inactive leaf of pairs of doors. Provide dustproof strike DP-2 for bottom bolt. 3. LOCKSETS a. Acceptable Manufacturer and Series: Sargent 8200 x LNA Schlage L9000 x 12B Corbin/Russwin ML2200 x DSA b. Provide lock types and functions specified in Hardware Groups, with following provisions: 1) Cylinders: Manufacturer's standard 6-pin, keyway to match existing key system. 2) Backsets: 2-3/4 inches. 3) Strikes: Provide wrought boxes and strikes with proper lip length to protect trim but not to project more than 1/8 inch beyond trim, frame or inactive leaf. Where required, provide open back and protected back strikes to allow practical and secure operation. 4. KEYING • s toexistingkeysystem, unless otherwise a. Master keyor Grand master keycylinders y , Y specified. Verify keyway with Owner. b. Provide 6 masterkeys for each masterkey set. Provide 3 change keys for each lock. Stamp keys "DO NOT DUPLICATE." c. Submit proposed keying schedule to Architect. If requested, meet with Owner and Architect to review schedule. d. Temporary cylinders: During construction, provide temporary cylinders to secure construction area. Andersen Corporation-St.Croix Mall Interior Construction MS&R 9907.02 Part 6-4 Meyer,Scherer&Rockcastle, Ltd. 12/31/93 5. DOOR TRIM a. Acceptable Manufacturers: Hiawatha, Quality, or Burns. b. Push Plates: Hiawatha type 200H 6 inches by 16 inch unless otherwise indicated. Where width of door stile prevents use of 6 inch wide plate, provide push plate one inch less than width of stile but not less than 4 inches wide. c. Push Bars: Hiawatha type 1081 LBP, unless otherwise indicated. d. Pulls: Hiawatha Series 65SA, unless otherwise indicated. Where required, mount back to back with push bars. e. Kick Places: Minimum of 0.050 inch thick, beveled 4 edges, stainless steel. At single doors provide width 1-1/2 inch less than door width on stop side and one inch less than door width on face side. At pairs of doors provide width one inch less than door width on both sides. Height of 10 inches, unless otherwise indicated. 6. COORDIVATORS a. Acceptable Manufacturers: Glynn-Johnson Ives Door Controls COR Series 900 60 b. Provide COR Series coordinator for labeled airs of doors equipped with automatic P flush bolts and those with vertical rod/mortise lock fire exit device combinations with astragals. c. Provide filler bars for total opening width, closer mounting brackets, carry bars, and special preparation for top latches where applicable. 7. CLOSERS a. Acceptable Manufacturers Types of Exposed Closers: LCN Norton Yale Sargent 1460FC 8501 3500 1230 b. Provide non-sized closers, adjustable to meet maximum opening force requirements of ADA. c. Provide drop plates, brackets, or adapters for arms as required to suit details. Allow doors to swing 180 degrees where wall conditions permit. Mount closers on room side of corridor doors. Provide back-check for closers. Provide hold-open arms where indicated. Provide closers for doors as noted in Hardware Groups and, in addition, provide closers for labeled doors whether or not specifically noted in group. • Andersen Corporation-St. Croix Mall Interior Construction MS&R 9907.02 Part 6-5 Meyer,Scherer& Rockcastle,Ltd. 12/31/98 S. OVERHEAD STOPS a. Acceocable Manufacturers: Sargent Rixson-Firemark Glynn Johnson 1540 33-Series 450 1530 3-Series 410 590 9-Series 90 690 1-Series 100 b. Provide 1540 Series overhead stops for doors equipped with regular arm surface type closer that swing more than 140 degrees before striking wall, and for doors that open against equipment, casework, sidelights, other objects that would make wall stops inappropriate. - - c. Provide sex bolt attachments for mineral core door application, unless blocking has been provided for. -9. WALL STOPS AND HOLDERS a. Acceptable Manufacturers: Glynn-Johnson Ives Quality SOW 407 W307 t 2 60W 4O7k W30_ WB11X 443 417ES W20X 451 413 ES b. Provide SOW Series wall stop as applicable, for each door leaf except where wall stops WB11X or overhead stops/holders are specified in Hardware Groups. 10. THRESHOLDS, WEATHERSTRIP AND SOUNDGASKETING a. Acceptable Manufacturers: Pemko, Reese Enterprises, and National Guard Products. Refer to drawings for special details. Provide accessories,shims and fasteners. Pemko Reese National Guard 171A S205A 425 Alum 315CN 323A 200N 316AV • DS75A 152 PKSSD F-897B 2525 4301 CRL 330C 420A 346C R201A16AD 379CR 33C 107NA ' • b. Where thresholds are specified in hardware groups, provide 171A thresholds unless detailed otherwise. c. Where weatherstripping is specified in hardware groups, provide 316AV unless detailed otherwise. d. Where sweeps are specified in hardware groups, provide 315CN unless detailed otherwise. e. Where smoke gasket is specified in hardware groups, provide PKSSD, unless detailed otherwise. Andersen Corporation-St.Croix Mall Interior Construction MS&R 9907.02 Part 6-6 Meyer,Scherer and Rockcastle,Ltd. 31-Dec-9g f. Where rain drips are specified in hardware groups, provide 346C x full frame width unless detailed otherwise. g. Provide Pemko PK55D, National Guard 2525, or Reese F-897 gasket for 20-minute doors and doors designated for smoke control. 11. MAGNET;. HOLDERS a. Accee:able Manufacturers: Rixson-Firemark, LCN, and Sargent. b. Where magnetic holders are specified in the Hardware Groups, provide Rixson FM-998, LCN SEM S50, or Sargent 1503 unless detailed otherwise. Verify voltage with Electrical Contractor. 12. TYPICAL FINISHES AND MATERIALS a. Finishes, unless otherwise specified: 1) Butts: Outswinging Exterior Doors US32D (BHMA 630) on Stainless Steel 2) Butts: Interior Doors and Inswinging Exterior Doors US26D (BHMA 652) on Steel 3) Locks and Latches: US26D (BHMA 626) on Brass or Bronze 4) Push Plates, Pulls and Push Bars: US32D (BHMA 630) on Stainless Steel 5) Kick Plates: CS32D (BHMA 630) on Stainless Steel 6) Overhead Stops and Holders: L'S26D (BHMA 626) on Brass or Bronze 7) Closers: Surface mounted. Sprayed Aluminum Lacquer. 8) Miscellaneous Hardware: LIS26D (BHMA 626) on Brass or Bronze • 6.7 Interior Wood Windows A. Interior\Vood Windows: 1. Andersen product—sizes as obtained by Owner. • 2. Architect to coordinate placement when Owner selections made. 6.8 Interior Glass Types (Section 08800) A. Regulatory Requirements: Glass fabricator is responsible for determining specific glass strengths and thickness. Strengths and thickness indicated on Drawings and specified in this Section are minimum only. Manufacturer's "glass sizing and thickness charts" shall take precedence over Drawings only where charts indicate thicker or stronger glass. 1. Tempering: Comply with requirements of CPSC 16 CPR 1201 C11 applicable to this Project. Locations indicated on Drawings are minimal only. B. Clear Monolithic Glass: 1/4 inch thickness, unless otherwise indicated. Temper where required by code. 1. Special decorative glass at interior glazing system. • C. Wire Glass: 1/4 inch thick clear polished wire glass with 1/2 inch by 1/2 inch square pattern (vertical and horizontal). D. Unframed Mirrors: 1/4-inch thick glass mirror with polished mitered edges and brushed stainless steel mirror clips. Andersen Corporation-St. Croix Mall Interior Construction 9 Part 6-7 MS&R#907.02 Meyer,Scherer and Rockcastle,Ltd. 31-Dec-98 6.9 Translucent Panels A. Translucent Panels: Manufacturer's standard, translucent panels as indicated on Drawings. 1. Acceptable Manufacturers: LUMAsire by American Acrylic (Frost-SOS). 6.10 Gypsum Board Systems (Section 09255) A. Fire Raced Gypsum Board: 5/8 inch chick,Type X. B. Standard Gypsum Board : 5/8 inch thick. C. Water Resistant Fire Rated Gypsum Board : 5/S inch thick, Type X. D. Veneer Plaster : Two coat application with total thickness of 1/8 inch overall applied over rock lath. E. Sound Attenuation Blankets: Either mineral fiber or fiberglass sound batts as indicated in rhe Laboratory Test Data to achieve minimum STC ratings indicated. F. Acoustical Sealant: Nonskinning, nondrying, nonstaining sealant especially designed for sound control applications. G. Metal Studs or Furring Installation: Space studs at 24 inches on center unless otherwise indicated. Special consideration will be required as a result of the floor to floor height. 6.11 Ceramic Tile (Section 09300) A. Floor Tile at Toilet Rooms: 1. Field tile as indicated on Finish Plan 2. Accent tile as indicated on Finish Plan B. Wall Tile at Toilet Rooms: 1. Field tile as indicated on Finish Plan a. Provide complete with matching coved base. 2. Accent rile as indicated on Finish Plan 6.12 Acoustical Ceilings (Section 09510) A. Ceiling System at Office Areas (ACT-x):: 1. Suspension system: Exposed 15/16 double web grid. a. Standard for design and quality: Chicago Metallic, 200 Snap Grid. 2. Acoustical ceiling board: 24 inches by 48 inches by 3/4 inch thick integral colored cast board with revealed edges. a. Standard for design and quality: USG Interiors, Acoustone "Frost" • b. Specialty Trim: USG "Compasso" suspension Trim where indicated on drawings. 3. Install ar heights indicated. • 6.13 Resilient Flooring (Section 09560) A. Vinyl Composition Tile (VCT-4: 12 inches by 12 inches by 1/8 inch thick. 1. Acceptable manufacturer and products: a. Armstrong World Industries, Inc.: Excelon Tile; Imperial Series. • 2. Colors: To be determined. B. Resilient Vinyl Base (VB-x): 1/8 inch thick,4 inches high vinyl base. 1. Color: To match Owner's standards. • 6.14 Carpet (Section 09630) A. Carpet (CPT-x): Primary Carpet. 1. Acceptable manufacturer: DesignWeave 2. Colors: Refer to Finish Plan Andersen Corporation-Sr. Croix Mall Interior Construction MS&R #9907.02 Part 6-8 Meyer,Scherer and Rockcastle, Ltd. 31-Dec-98 6.15 Floor Treatment (Section 09610) A. Acrylic Sealer (SLR-x): 18 percent acrylic polymer base, transparent curing and sealing compound. B. Polyurethane Sealer (SLR-x): Single component. water-based moisture-curing transparent polyurethane compound. 6.16 Painting (Secticn 09900) A. Exterior painting PT-x): All exposed materials to be prefinished. Provide Intercept antimicrobial and mildew deterrent additive for exterior products. 1. Traffic striping at entrance 2. Existing face of building where indicated B. Interior painting ,PT-x): Paint surfaces with primer and two finish coats, unless otherwise indicated. 1. Paint the fol:owing items and surfaces: a. Ceilings: Flat latex. b. Walls - zypsum wallboard: Satin latex. c. Walls - concrete block: Semi-gloss latex with block filler. 6.17 Partition Types A. 2 Hour Drywall Construction: 2 hour fire rated gypsum board partitions shall consist of 2 layers of 5/8 inch fire rated gypsum board on both sides of 20 gauge minimum metal studs at 16 inches on center full height. B. One Hour Drywall Construction: 1 hour gypsum board partition consisting of 1 layer of 5/3 inch fire rated gypsum board on both sides of 20 gauge minimum metal studs at 16 inches on center, full height. 1. STC Raring: To be determined. C. Office, Conference Rooms, and Other Non-fire Rated Acoustical Partitions: Consist of 1 layer of 5/8 inch gypsum board on room side of stud and 2 layers of 5/8 inch gypsum board on corridor or adjoining room side of 25 gauge minimum metal studs at 16 inches on center. 1. Extend studs to structure. 2. Extend gypsum board to 6 inches above ceiling unless noted otherwise. 3. STC Rating: To be determined, but no less than Si. D. Smoke Rated Partitions: 1 layer of S/8 inch gypsum board on both sides of 25 gauge minimum metal studs at 16 inches on center to a height of 4 inches above ceiling. Extend studs to structure and apply gypsum board to one side only to prevent passage of smoke. (Seal with acoustical sealant). 1. STC Rating: To be determined. • E. Other Non-fire Rated, Non-sound Rated Partitions: 1 layer of 5/8 inch gypsum board on both sides of 25 gauge minimum metal studs at 24 inches on center to a height of 4 inches above ceiling. F. Wall Bracing for walls not extending to structure above: 25 gauge minimum metal studs a 45 degree angle to structure above,perpendicular to wall 48 inches on center, alternating direction. ---End of Interior Construction--- • Andersen Corporation-St. Croix Mall Interior Construction • MS&R#9907.02 Part 6-9 I Meyer, Scherer& Rockcastle,Ltd. 31-Dec-93 Specialties, Equipment, and Furnishings 7.1 Identifying Devices (Section 10400) A. Identifying Devices (SIGN-x) 1. Exterior Signaze: To be determined. 2. Interior Signage: To be determined. 7.2 Fire Extinguishers, Cabinets, and Accessories (Section 10520) A. Semi-recessed Fire Extinguisher Cabinet (FEC-x): Steel unit constructed with rolled edges. Steel cub with inside dimensions of 10-1/2 inches wide by 24 inches high by 6 inches deep. Weld joints and grind smooth. 1. Trim type: 1-1/2 inch rolled return to wall. 2. Door: Contemporary V door with double strength glass and full ADA pull. 3. Prime paint for field finishing under Painting Section. 4. Provide special fire-rated cabinet construction at fire rated walls. S. Acceptable manufacturers and product: a. J.L. Industries: Ambassador Model 1016V10 and 1016V1OFX. b. Comparable products of other specified cabinet manufacturers. B. Wall Mounting Bracket with Extinguisher (FEC-x): Sized for each extinguisher. Manufacturer's standard mounting bracket with strap to secure fire extinguisher to bracket. 1. Provide 1 extinguisher at each mechanical, electrical, emergency generator room, and elevator equipment room. 2. Sized for each extinguisher. 3. Acceptable manufacturer and product: a. J.L. Industries: Model MB 846, for ABC Dry Chemical. b. Comparable products of other specified fire extinguisher manufacturer. 7.3 Toilet Accessories (Section 10800) A. Acceptable Manufacturers: 1. Bobrick Washroom Equipment, Inc. 2. Bradley Corporation. 3. American Specialties, Inc. 4. McKinney/Parker Company. B. Toilet Accessories: Toilet accessories will be provided at public and staff toilet rooms. Accessories will be commercial quality with brushed stainless steel finish. Building accessories include, but are not limited to the following: 1. Toilet paper holders (TPH-x). 2. Paper towel dispensers (PTDSP-x). 3. Soap dispensers (SDISP-x). • 4. Sanitary napkin and tampon vendors (SND-x). S. Sanitary napkin receptacle (SNR-x). 6. Grab bars (GB-x). 7. Mirrors without shelves (MIR-x). 8. Mirrors with shelves (MIR-x). 9. Coat hook (CH-x). 10. Utility shelf/hook/mop strip (US-x). C. Toilet Paper Holder, Multi-Roll (TPH-x) Two compartment partition mounted, double toll type with non- restrictive delivery operation; cast aluminum, satin finish. 1. Standard for design and quality: Bobrick Washroom Equipment,Inc.: No. B-386. Andersen Corporation-St. Croix Mall Specialties,Equipment, and Furnishings MS&R#9907.02 Part 7-1 Meyer,Scherer& Rockcastle,Ltd. 31-Dec-9g D. Sanitary Napkin Receptacle (SNR-x): Surface mounted, feminine napkin disposal, vinyl liner in container to receive soiled napkins; approximately 9 inches wide by 11 inches high by 4 inches deep. Hem exposed edges. 1. Standard for design and quality: Bobrick Washroom Equipment, Inc.: No. B-270. E. Sanitary Napkin and Tampon Dispenser (SND-x): Recessed mounted, large capacity combination feminine napkin and tlmcon vendor, with two dispensing mechanisms, approximately 2S inches high by 12 inches or moun:inz :n a 6 inch wall. 1. Standard for .esin and quality: Bobrick Washroom Equipment, Inc.: No. B-3500x2. F. Paper Towel Cabinet and Waste Receptacle (PTDSP-x): Fully-recessed mounted, combination towel dispenser and waste receptacle designed for C-fold and multi-fold rowels with 12 gallon capacity waste container with vinyl liner. 1. Approximate size: 56 inches high by 16 inches wide, for mounting in 8 inch wall. 2. Standard for design and quality: Bobrick Washroom Equipment, Inc.: No. B-3900. G. Soap Dispenser (SDISP-x): Lavatory mounted soap dispenser with 4 inch spout and 32 ounce plastic container mounted below countertop. 1. Standard for design and quality: Bobrick Washroom Equipment, Inc.: No. B-S22. H. Mirror With Frame - Without Shelf (MIR-x): 1/4 inch float or plate glass, electro-copper plated mirror guaranteed for 15 years against silver spoilage. 304 stainless steel with satin finish angle frame, 22 gauge, approximately 5/8 by 5/8 inch with corners mitered, welded and ground smooth. 20 gauge galvanized steel back, concealed mounting devices. 1. Mirror sizes: As indicated 2. Standard for design and quality: Bobrick Washroom Equipment, Inc.: No. B-290 Series. I. Grab Bars (GB-x): Concealed mounting, 1-1/2 inch diameter, stainless steel, satin finish. Complete with proper type of anchor of construction conditions and normally anticipated loads. Provide grab bar manufacturer•s standard concealed anchor plate for stud wall construction. 1. Length: As indicated. 2. Where grab bars are mounted on dissimilar adjacent surfaces that do not meet on an equal plane, modify end post lengths as required to mount grab bars plumb and true. 3. Provide special non-slip finish on grab bars. 4. Standard for design and quality: Bobrick Washroom Equipment, Inc.: No. B-6206-99 Series with No. 256 Series Anchor Plate. J. Coat Hook (CH-x): 304 stainless steel, single hook, satin finish, concealed mounting. 1. Standard for design and quality: Bobrick Washroom Equipment, Inc.: No. B-6717. K. Utility Shelf(US-x): 304 stainless steel with satin finish; 18 gauge, 5 inches deep shelf with approximately 3/4 inch lip edges, hemmed at front and end edges. 16 gauge stainless steel mounting brackets at not more than 3 inches from ends. 1. Length: As indicated. 2. Standard for design and quality: Bobrick Washroom Equipment,Inc.: No. B-295 Series. --- End of Specialties, Equipment, and Furnishings--- • • Andersen Corporation-St. Croix Mall Specialties, Equipment,and Furnishings MS&R#9907.02 Part 7-2. SECTION 15300 PLUMBING FIXTURES AND TRIM 1.0 CONDITIONS OF THE CONTRACT A. The conditions of the Contract, General Provisions, SECTION 15010 and Basic Materials and Methods, SECTION 15050, are hereby made a part of this SECTION. Where the conditions herein specified are at variance with the referenced conditions above, the conditions herein specified shall take precedence. 1.1 SCOPE A. This SECTION includes all labor, materials, equipment, skills and tools to furnish and install the necessary FIXTURES and trim together with all appurtenances necessary. 1.2 GENERAL A. The plumbing FIXTURES and some brass ware is taken mainly from American Standard catalogs and is used to designate the type of FIXTURES desired. FIXTURES by Kohler and Crane of similar type and grade may be used in place of those specified, all subject to the Owners approval. B. All exposed flush, waste and supply pipes at the fixtures shall be chromium plated brass pipe, iron pipe size.The faucets, stop valves, pop-up wastes, etc. shall be heavy cast brass, chromium plated.Traps shall be cast brass chromium plated. Water lines to each individual fixture where exposed shall be equipped with high grade loose key chromium plated brass stop valves. Rough brass where concealed. C. Brass shall be Chicago Faucet company unless specifically stated otherwise. D. Compression type supply fittings 3/8" size may be used at lavatories. E. All chromium plate shall be applied over nickel plate base. FIXTURES with supplies concealed in cabinet work may have rough brass stops with removable hand wheels.All traps shall be connected with ground joint unions. F. The Contractor shall submit a portfolio in 7 copies showing FIXTURES and trimmings to the Owner for approval. G. This Contractor shall furnish and set in place all fixtures as shown on the drawings. The mounting heights and exact locations of all FIXTURES are indicated on the architectural drawings and should be followed explicitly. Review the heights and locations of all FIXTURES with the Owner prior to roughing in. H. All wall mounted FIXTURES shall have ground backs.All wall hung FIXTURES installed in demountable walls shall be supported on carriers. All FIXTURES are to be caulked to walls and floors using a white silicone caulk. 1.3 FIXTURES AND TRIM P-1 WATER CLOSET A. 2257103 American Standard Afwall wall hung elongated closet bowl, 1.6 GPF top spud, white B. 8111 Sloan Royal flush valve, 1.6 GPF with sweat kit CP C. 295C Church elongated plastic seat, open front less cover, white o:\:.H\RCaERT\O93I23 o.t P-1A WATER CLOSET(HANDICAP) A. Same as P-1 except mount at handicap height P-2 LAVATORY A. 0355012 American Standard Lucerne wall hung lay 20x18, 4" CC white B. Single lever handle faucet. ADA approved. C. 760 Dearborn grid drain with tailpiece, 11/4x6, 17 ga CP D. 701 DF Dearborn 11/4" P-trap less cleanout, w/deep flange, 17 ga CP E. 500R Trap wrap/supply wrap, white P-3 SINK A. LR33223 Elkay stainless steel sink, 2 bowl, 33 x 22 x 8, 3 hole 18 ga B. 172WF Delta waterfall kitchen sink fitting, 1 handle w/spray CP C. LK35 Elkay stainless steel sink strainer for 31/2" open, 11/2"tailpiece D. 131A Dearborn end outlet hi-line sink waste, 11/2x16, 17 ga satin E. 704 Dearborn 11/2" P-trap, 17 ga CP P-4 ELECTRIC WATER COOLER A. Elkay EBFATL-8 two station ADA compliant water cooler,wall hung with standard vinyl clad cabinet, self-closing front press bar 1.4 ELECTRIC WATER HEATER A. Furnish and install electric water heater where shown on the drawings. Power wiring by others. Heater shall have glass lined tank rated for 150 psig working pressure. Elements shall have thermostats with temperature settings down to 110 degrees. Elements shall be protected by a high temperature cut off switch. B. Provide an ASME rated T&P relief valve for each heater. • END OF SECTION D,\Mi\ROB.T\0931230. SECTION-15010 MECHANICAL- GENERAL PROVISIONS 1.1 CONDITIONS OF THE CONTRACT A. The conditions of the Contract are hereby made a part of this section. Where conditions herein specifiedare at variance with the referenced conditions, the conditions herein specified shall take precedence. Section 15010 specifies conditions, procedures, equipment and material particular fo the mechanical work and shall apply to all mechanical work of the Contract Documents. 1.2 SCOPEOF WORK A. The work included under division 15 shall consist of the furnishing of all labor and materials necessaryjor the complete installation of HVAC systems, plumbing, Owner furnished equipment, insulation,valves, piping and specialty systems described in these contract documents. All work shall be complete and shall be left in operating condition at completion of the contract 1.3 PERMITS,LICENSE AND FEES A. All permits and licenses,both.temporary and permanent, required in connection with the mechanical installation shall be secured by the Contractor responsible for that phase of work. The Contractor shall also submit plumbing plans to the State Dept. of Health for the purpose of obtaining a plumbing permit.-All fees and expenses requiredfor such permits and licenses shall be paid for by the contractor. 1:4 INSPECTION OF SITE A. Before submitting a proposal for the work completed, Bidder shall examine the site of the proposed work and thoroughly familiarize himself with all existing conditons and limitations affecting the performance of his work. 1.5 GENERAL A. These plans and specifications.form a guide for a complete installation and where an item is not specifically mentioned and is reasonably necessary for a complete installation,the Contractor shall furnish such items under his contract. B. The major piping. ductwork and equipment are shown on the drawings and called for in these specifications. Any detail not clear to the Contractor shall be referred to the Owner for clarification before bids are submitted. C. All work shall be performed in a neat and workmanlike manner by men skilled in the trade. 1.6 MATERIALS AND EQUIPMENT A. All materials and equipment used for the work in this contract shall be new and of the makes and types as let and contracted for.This Contractor is positively prohibited from using seconhand or used materials and equipment unless specifically instructed to do so by the Owner. 1.7 CODES AND STANDARDS A. The work shall be performed and materials used shall conform in every respect to all requirements of Federal,State, County, and City or Village ordinances, laws, rules and regulations pertaining to such work. B. Regular inspections shall be requested by each Contractor as required by any and all regulating agencies. Charges for inspections by regulating agencies of installations or plans and specifications shall be paid by the Contractor. C. If the Contractor observes that the Contract Documents are at variance with governing codes and regulations, he shall promptly notify the Owner. • -. 1.8 WARRANTY A. Contractor shall warranty/guarantee and maintain the stability of all work and materials and keen same in perfect repair and condition for a period of one year after approval of such work and materials or eighteen months after receipt of equipment on-site,whichever is sooner. B. Defects of any kind due to faulty work or materials appearing during the above mentioned period must be immediately made good by the Contractor at his own expense to the satisfaction of the Owner. Such repair and reconstruction shall include all damage to the finish or furnishings resulting from the original defect or repairs thereto. C. acceptance due to wind, fire,violence, abuse or This guarantee shall not apply to damages occurring after final cep carelessness of other Contractors or their employees or agents of the Owner. 1.9 START-UP OF SYSTEMS, INSTRUCTIONS A. All equipment prior to start-up shall be fully lubricated, charged,filled and preparedfor operation according to manufacturers recommendations. Where lubrication fittings on equipment are_not easily accessible, extend the fittings to an accessible location using galvanized pipe or copper tubing. Install "ZERK"fittings on all equipment requiring greasing. END OE SECTION SEC-110N 15050 BASIC MATERIALS AND METHODS 1.1 CONDITIONS OF THE CONTRACT A. The conditions af.the Contract are hereby made a part of this section. Where the conditions herein specified are at variance with the referenced conditions above, the conditions herein specified shall take precedence. 1.2 SCOPE A. This section applies to all the wcrk under the Mechanical Contract and Division 15 and includes all materials, equipment and labor required to make a complete and acceptable installation of air conditioning and ventilation systems, plumbing, piping, and insulation systems. 1.3 TESTS _ A. When all new work, including sanitary sewer,soil,waste,drain and vent piping has been installed and connected,it shall be subjected to an air pressure test of 5 psig and this pressure shall remain constant without addition of air for 15 minutes. B. The domestic water and process water piping systems shall be tested by hydrostatic pressure of 100 psig and must be absolutely tight to the satisfaction of the Owner. All tees shall be made by this Contractor at his expense and he must furnish to the Owner a certificate that a satisfactory test has been made.Tests shall comply with the State Plumbing Code. C. Test all new chilled water, steam and condensate piping with a cold hydrostatic test of not less than 80 psig. E. All of the above tests shall be made by the Contractor installing the work at his expense and he must furnish to the Owner a certificate of satisfactory test 1.4 STERILIZATION OF WATER PIPING A. Upon completion of the domestic water piping,the Contractor shall sterilize these systems with chlorine before they are placed in operation. The amount of chlorine applied shall be such as to provide a dosage of not less then 50 ppm. Following a contact period of not less then 24 hours,the heavily chlorinated water shall be flushed from the system with clean water until the residual chlorine content is not greater then 0.2 ppm. All valvles shall be opened and closed several times during the 24 hour period. B. The sterilization procedures shall be in accordance with the State Dept Of Health. 1.5 PIPE SLEEVES . A. Sleeves shall be provided in place for all pipes passing through walls, floors and roofs. Sleeves shall be sized to allow 12"greater dimension than the pipe diameter and shall accommodate above provisions when the piping is insulated. Pack the space between all sleeves and piping with intumescent fire stopping sealant. Sealant to be synthetic elastomer, UL approved for fire and hose stream exposure equal to 3M CP-25, or 303, and installed flush with top of sleeve. • Cutting of floors and walls will nct be permitted without consent of the Owner. • 1.6 ROOF OPENINGS A.The General Contractor shall be responsible for roof openings and flashing curbs and roof sacks into roofing system. The Sheetmetal Contractor shall furnish roof curbs for roof mounted fans. The General Contractor shall provide roof jacks - for plumbing vents and curbs for duct penetrations through the roof. The Mechanical Contractor shall provide all counterflashing. The Mechanical Contractor shall furnish the General Contractor with sizes and locations of roof penetrations in a timely manner. 6. Where equipment is removed from the roof by the Mechanical Contractor, the General Contractor shall remove existing curbs/jacks and patch the roof. While perfroming work on the roof the Mechanical Contractor shall take necessary precautions to protect existing roofing systems. 1.7 UNIONS A. Unions for screwed pipe 2"and smaller shall be Grinnell galvanized Figure 463 bronze to iron ground joint, 150 lb. working pressure with hexagonal nut. Larger unions shall be Grinnell Figure 437 Grinnell standard, 125 lb.working pressure with cast iron flanges and gaskets. B. Unions for copper piping 2-1,2"and smaller shall be Mueller Streamline C-107 or WC-407 standard solder type unions. C. Unions for copper pipe 3"and larger shall be Mueller Streamline 105A a.s.a. flanges with gaskets. D. Where dissimilar metals are connected"EPCO"insulated unions shall be used. E. Install unions at all equipment connections and wherever depicted on the drawings. F. For welded piping utilize flanged connections and gaskets at all equipment connections and where depicted on the drawings. 1.8 VALVES A. Furnish and install valves indicated on the drawings or required for proper sectionalizing or operation of the different piping systems and equipment. 6. All valves 2'and smaller for chilled water, hot water heating, condensate, process water and domestic water to be Apollo ball valves. Valves to be brass body rated for 150 lb.working pressure,stainless steel full port ball and teflon seats. C. Valves larger then 2-112"for chilled water, hot water heating, low pressure steam and condenasate shall be rising stem gate valves with flanged connection, cast iron body rated for 125 lb.working pressure. Acceptable manufacturers include Milwaukee, Stockham and Powell. For chilled water piping use of Victaulic valves(butterfly)is acceptable.Victaulic valves shall conform to the following schedule: 2.5" up to and including 6" Victaulic 300E Two Position • 1.9 PIPE HANGERS AND SUPPORTS A. The Contractor shall furnish and install pipe hangers and supports required for his work and of various types specified herein and detailed on the drawings together with all inserts, beam clamPs, sockets, bolts,clips, or rods to complete all hangers and supports. Hangers of Grinnell manufacture are specified but hangers of Fee and Mason, Eisen or Crawford, which comply with these specifications are acceptable.All hangers to be secured with double nuts. • B. All hangers for piping 1/2" and smaller shall be Grinnell split ring hanger figure 104, complete with sockets,turnbuckle and rod. C. Hangers for piping 3/4"and larger shall be Grinnell wrought clevis hanger Figure 260 complete with rod and nuts. D. Hangers for pipe requiring insulation shall be sized to encompass piping and insulation. E. Hangers for copper piping shall be copper plated. No direct contact will be allowed between copper piping and dissimilar metals on hangers, brackets, supports, other piping, etc. The following support intervals shall be the maximum permissible, but shall be closer for proper support. DISTANCE BETWEEN SUPPORTS PIPE SIZE SPACING OF HANGERS 1/2" 6'-0"CENTERS 3/4"TO 1" 8"-G"CENTERS 1-1/4"TO 5" 10'-0"CENTERS 6"AND OVER 12'-0"CENTERS G.The following rod sizes shall be theminimum permissible for pipe hangers. HANGER ROD SIZES PIPE SIZE, INCHES HANGER ROD DIAMETER UP TP 2" 3/8" 2-1/2"TO 3-1/2" • 1/2" 4"TO 5" 5/8" 6" 3/4" 8"TO 12" 7/8" H. Beam clamps shall be Grinnell#87 up through 2" pipe and Grinnell#225 for pipe 2-12"through 3-12"and all pipe 4" and over Grinnell#228. I. The inserts for the hangers shall be installed by this Contractor before the concrete is poured.Inserts in concrete slabs shall be Grinnell#285 up to 400 lb.loads and Grinnell#282 up to 1430 lb. loads. Phillips 3/4" expansion bolts and shields shall be used to anchor bracket or wall type pipe supports where concrete construction occurs,and Ackerman-Johnson shields where brick construction occurs. Each shield shall be installed with a minimum setting depth of 4". J. The Contractor shall furnish and install all cross members,channels, brackets,spring nuts and bolts and all incidentals necessary to support all piping. In certain areas of the facility the exact method of securing piping to the structure will be subject to approval by a Structural Engineer retained by the Owner. When such condition occurs and creates deviation from normal piping practices the Owner will adjust the Contract accordingly. Any revisions to the facility structure to accommodate new piping will be provided by the Owner K. Groups of piping at the same elevation may be supported on trapeze hangers using Unistrut P-1001 channels or Kindroff with threaded rod connected to inserts. Furnish pipe clamps to control spacing. Such clamps shall span the outer surface of the pipe insulation. L. Install pipe saddles where necessary to keep from crushing insulation between pipe and hangers on 2"and greater pipe size. M. Saddles for 4" and larger piping shall be fabricated of 14 gauge galvanized iron and for smaller piping shall be 16 gauge galvanized iron. Saddles shall encompass the lower one half of the covering, and lengths shall be as shown in the table below. Saddles shall have a minimum length of 6" and a maximum length of 18". PIPE SIZE SADDLE LENGTH 2" 6" 4" 8" 6" 10" 3" 12" 10" 1 0' 12" to N. Provide riser clamps for support of vertical piping at every floor. C. Furnish and install pipe covering protection saddles where insulated piping is installed on rollers and where insulated piping rests on trapeze hangers and at all locations where pipes installed over beams. 1.10 PIPE AND FITTINGS A. The Contractor shail furnisn and install all pipes and fittings required for a complete installation of all piping systems required and specified under this Division 15, Mechanical Work.All materials shall be the best grade of established and reputable manufacturers.Types and weights of pipe and-fittings shall conform to the following or approved equal. B. DOMESTIC WATER AND PROCESS WATER PIPING:All hot,cold and tempered water piping above grade,2" and smaller shall be type L hard tempered copper.pipe using wrought copper fittings and 95/5 solder with suitable flux. Piping 2-1129'and larger to be schedule 40 galvanized steel with standard galvanized malleable fittings. Piping below grade excluding water service to be type K copper brazed with silver solder. C. SOIL, WASTE AND VENT PIPING : Hubless cast iron CISPI 301. Fittings shall be CISPI 310, hubless cast iron , coated. . Joints shall be neoprene sleeve and stainless steel retaining band with double screw connectors installed per manufacturers recommendations or high tensile strength,cast iron clamps (ASTM A-48, Class 30-A),neoprene gaskets (ASTM C-564) and high tensile strength, Series 300,stainless steel bolts and nuts similar to"MG" couplings. Below grade piping shall be Schedule 40 PVC with code approved fittings. 1.11 PIPE CLEANING A. After all equipment and piping has been installed,clean piping systems as described below.Notify Owner of intent to flush and clean the systems. B. Domestic water pipe shall be disinfected per the Minnesota State Plumbing Code prior to being placed into service. 1.12 WELDING AND FLAME CUTTING A. Welding of pipe joints shall conform to"American National Standards Institute Code"(ANSI 13.31). Welders shall be certified by the National Certified Pipe Welding Bureau or by other approved agency.Welders shall show satisfactory proof that they have passed qualification tests prescribed by and that they have been certified by the National Certified Pipe Welding Bureau or by other reputable and recognized agency, using welding procedures set forth in the ASME boiler construction code,Section IV"Welding Qualifications". B. All welding, flame cutting or other procedures that produce sparks require an Andersen Corporation hot works permit. Such requirements are set forth in Andersen Corporation safety procedures. 0:\PIIi\ROSEa .D981]30.2 1.13 FOUNDATIONS, BASES AND SUPPORTS A. Concrete bases required for mechanical equipment will be the responsibility of the General Contractor unless specified otherwise. This Contractor shall provide General Contractor with exact sizes and locations. E. All steel supports either to wall or floor for tanks or other miscellaneous mechanical equipment is the responsibility of the Mechanical Contractor unless noted otherwise on the drawings. C. The General Contractor shall furnish all roof jacks for piping penetrations of the roof and curbs for duct penetrations of the roof. The Mechanical Contractor shall provide roof curbs for roof mounted fans. The General contractor install all curbs and flash such into the roofing system. The Mechanical Contractor shall counter flash around all of his equipment as required. Refer to paragraph 1.6.0 of this section. 1.14 PIPE IDENTIFICATION A. All new piping, insulated or bare, shall be identified with labels painted on using stencils or with labels such as those manufactured by Seton. _ B. Provide labels at 20 ft. intervals and within 10 ft. of all changes in direction and wall/floor penetrations. C. Labels shall also depict fluid flow with directional arrows. Following are the labeling requirements: PIPE MEDIUM LABEL NOMENCLATURE COLOR PROCESS WATER PROCESS WATER BLK ON YELLOW DOMESTIC COLD WATER POTABLE WATER WHITE ON GREEN DOMESTIC HOT WATER POTABLE HOT WATER WHITE ON GREEN CHILLED WATER SUPPLY CHILLED WATER SUPPLY WHITE ON GREEN CHILLED WATER RETURN CHILLED WATER RETURN WHITE ON GREEN DRAIN DRAIN BLK ON YELLOW LOW PRESSURE STEAM 15 PSIG STEAM BLK ON YELLOW GRAVITY COND. (15#STEAM) LOW PRESSURE CONDENSATE BLK ON YELLOW HOT WATER HEATING SUPPLY HEATING WATER SUPPLY BLK ON YELLOW HOT WATER HEATING RETURN HEATING WATER RETURN BLK ON YELLOW 1.15 MATERIALS AND EQUIPMENT A. All equipment and materials shall be new and of the best quality, conform to the requirements of local and state codes governing the work involved, and be made by nationally recognized and substantially established manufacturers. The type and weight of material used for each purpose shall be as hereinafter specified and all material shall conform to the requirements of the latest standard specifications of the ASTM for that particular material. • 1.16 INSULATION A. The Contractor shall insulate all piping systems as herein specified. Pipe insulation shall,be Owens- Coming one piece pipe insulation with ASJ and SSL. Fittings shall be insulated with preformed fiberglass insulation and covered with PVC fitting covers. Seal all fitting cover joints with Teflon tape. Following is a list of systems to be insulated including insulation thickness: 1. Domestic Water 1"thickness 0:1:01\=332710531230.2 B. Insulate supply ductwork located in soffits ,unconditioned void spaces above enclosed offices / conference rooms and unconditioned areas with 1"thick fiberglass blanket insulation with foil jacket. Tape all joints and seams with foil tape. C. All insulation products including tape and adhesives shall conform to the following smoke and flame characteristics: FLAME SPREAD 25 SMOKE DEVELOPED 50 1.17 DUCTWORK A. All ductwork shall be constructed and installed per the latest SMACNA manuals. 1.18 TEMPERATURE CONTROLS A. Provide a night setback type thermostat for each new and existing rooftop unit. D:IMH\RCBERT\D96123').2 7 G:\PROJECT\Andersen\9907-scm\5 eondac\plot\a0.0.dwg Tue Jan 12 17:04:55 1999 ++C48++ 0. r t• •T ,.. rj r •f iii f WHEEll .f=4.11,ell I lit F !I 1! _, 77777" „ - . - �'qx li€€OeY{Ft B �Bept �ry iii } '111111.104 F F (�j fff OA. t i.-00 ,;1 1? c 1 g I i Y 3•i i ' i 111 r Mifiliiiii i e.,‘ $ • : i • Bl glfd ei T F rin otili tgts• @ _ t-.cew . . sag 'q Y'st{pitriteme ntunetar },tl•tfos' .. x IiiIIIIII(IItlitl;si� 1111,1l(t(ittil hili itil ! i i l- ."..,!..f 15 iiii I �R ill (tl 3-"- d era{arra'• �evl:,:6&••!•- =t•.,IYuY•9er= pxip�am III II 1 fill mil 11 ii��(�It(t� itl;�lttif�(([ 'grilling! 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J J .iL 1�i it i►..OM i i 11 ) ,. . i mrl] gigI 'g g 111 '$rg$g.tg $g1 �' . c�• r11:vIY a�_� zl'_ar`�"�1" ���'L "9 I w I1r . lil;,�1i1 < Iia -0 Kr nD Q! 1r I� l m -t8 a 1»I. 1 1 �� 11 g Ira IA 6 e �ifil.{ I oo �m U Idg t 7 p It G9 � � . r I.7 tlI n x t7 O -s 319 �yy;rul II = 1 II i y g lt pp :I;O.I� t�e ; n o In 9 F.'�t p t��x 3ae "� ; 1-1 -P it es ' i 4,;, s zE 0.�. .n-1-7 It: ` i%f= 1di a Firm/Affiliate Offices OPPENHEIMER WOLFF &DONNELLY LLP Amsterdam Brussels Plaza VII 45 South Seventh Street Chicago Suite 3400 ON Minneapolis, MN 55402-1609 Geneva 612)607-7000 , V-1 Los Angeles FAX (612)607-7100 FEB 2 6 1� ,� 1 ,' Minneapolis Direct Dial: (612)607-7334 New York E-Mail: ceiden@owdlaw.com _ �- _. __- Orange County February 25, 1999 Paris Saint Paul VIA CERTIFIED MAIL Silicon Valley Mr. Tom Malena Washington,D.C. Cityof Oak Park Heights 14168 North 57th Street www.owdlaw.com Oak Park Heights,MN 55082 Dear Mr. Malena: Per Joe Fogarty's request, I am forwarding to you the materials relating to the City of Oak Park Heights Industrial Development First Mortgage Revenue Bond, Series A 1979 pertaining to the K Mart parcel. If you have any questions, please call me. Thank you very much for your assistance throughout this matter. Sincerely, OPPENHEIMER WOLFF &DONNELLY LLP Carol Ann Eiden CAE:pc Enclosure cc: Mr. Joe Fogarty(via facsimile w/o encl.) •TC3: 500886 v01 2/25/99 I, Joe Fogarty, hereby acknowledge receipt of the City of Oak Park Heights (Washington County, Minnesota)Industrial Development First Mortgage Revenue Bonds, Series A 1979 K-Mart Corporation-Tenant and Guarantor fi - Dated: I • g /j iNimms��_ JeFs art �- �. _ Y LAW OFFICES OF © l fW Eckberg, Lammers, Briggs , Wolff V��Ir'h g�A�2L�I . • 1835 Northwestern Avenue James e Lammers Stillwater. Minnesota 55082 - 'cld6erg Robert G. f3rigpse. (G51) 439-2878 Paul A. Wolff i�arlc ._I. Vie rlin * FAY (051) -139-2923 (19.11-1996) Gregory G. Griller. *Qualified Neutral .A 6itrator& Mcdiator Thomas .1. Weidner* Direct Dial No. : (651) 351-2118 *Qualified Neural .-\r6 trator Susan D. Olson• *Certified Real Estate Specialist David K. Snyder January 19, 1999 *Qualified Neutral Mediator L'rosh Pilet eh* Mr. Thomas Melena City Administrator City of Oak Park Heights 14168 - 57th Street North P.O. Box 2007 Oak Park Heights, Minnesota 55082 'Re : City of Oak Park Heights Nondisturbance Agreement Consent to Sublease - K-Mart/Andersen Window Transaction Dear Tom: Enclosed herewith please find a Vendor Nondisturbance Agreement which has been enclosed for signature by attorneys for Andersen Windows . I have reviewed same as against the original document referenced as Installment Sale Agreement executed and dated August 15, 1979 and recorded on the 29th of August , 1979 in the office of the County Recorder as Document No . 394866 . Inasmuch as the City of Oak Park Heights assigned all of its interest to First Trust Company of St . Paul pursuant to the terms of that document, I will recommend the execution of the Vendor Nondisturbance Agreement to the City of Oak Park Heights as long as the consent of the First Trust Company of St . Paul has been obtained. I am told that counsel for Andersen Windows will be forwarding me that consent shortly and I will present that at the time that the Council meets on thismatter. In the meantime, I am requesting that the em be put on the agenda for approval of the Council and I am e since the original contract - -• consent as proposed so that copies can be forwarded o . - to ' ity Council members in their weekly packet . Yours ver tru - , III Mark . g MJV/sdb Enclosure VENDOR NONDISTURBANCE AGREEMENT THIS AGREEMENT is made the day of , 1999, between CITY OF OAK PARK HEIGHTS, a Minnesota municipal corporation, pursuant to the laws of the State of Minnesota, whose city hall address is 14168 North 57th Street, P.O. Box 2007, Oak Park Heights, MN (hereinafter referred to as "Vendor"), and ANDERSEN CORPORATION, a Minnesota corporation, whose address is 100 Fourth Avenue North, Bayport, MN 55003 (hereinafter referred to as"Sublessee"). PRELIMINARY STATEMENT OF FACTS A. Vendor is the contract vendor under the Installment Sale Agreement ("Installment Agreement") dated August 15, 1979, recorded August 29, 1979 with the Washington County Recorder as Document No. 394866 with respect to the sale of premises in Oak Park Heights, Minnesota (containing approximately 3.8 acres together with all improvements located thereon containing approximately 55,552 square feet) and more particularly described on Exhibit"A" attached hereto and incorporated herein by this reference (the "Premises"). B. The Premises are subject to a certain lease (hereinafter referred to as the "Prime Lease") dated February 27, 1979, as amended June 18, 1979, between Lyra 77 Associates, a Pennsylvania limited partnership, successor in interest to Financial Properties Developers, Inc., a Georgia corporation, as landlord, and K Mart Corporation, a Michigan corporation, as tenant (hereinafter referred to as "Sublessor"). • C. Sublessor, as landlord, and Sublessee, as tenant, are about to enter into a sublease of the Premises (hereinafter referred to as the "Sublease"). D. The parties hereto desire to assure Sublessee's possession of the Premises to be sublet under the Sublease upon the terms and conditions contained therein. NOW, THEREFORE, in consideration of the covenants hereinafter set forth, and in order to induce Sublessee to enter into the Sublease, the parties hereto hereby covenant and agree as follows: 1. Sublessor's Option to Cure Defaults. In case of a default or event of default under the Installment Agreement and/or the Prime Lease, the Vendor agrees it shall take no action to terminate the Installment Agreement and/or the Prime Lease, accelerate the rentals due thereunder, reenter the Premises or avail itself of any remedies available under the Prime Lease without first serving upon Sublessee at its address as set forth herein, a notice of default in writing setting forth the claimed default. In each such case and upon such notice, the Sublessee shall have the right, but not the obligation, to cure such default, whether the same consists of the failure to pay any required payments due under the Installment Agreement and/or the Prime Lease or the failure to perform any other matter or thing which is required to be performed under the Installment Agreement and/or the Prime Lease, and the Vendor shall accept performance on the part of the Sublessee and not exercise such remedies unless: a. Such default be in the failure to make any required payments of rentals or any other required monetary payments due under the Installment Agreement and/or the Prime Lease, including payment of taxes and insurance premiums, and such default is not cured by the Sublessee within thirty (30) days after such notice of default; or b. Such default consists of a failure to comply with or perform any other obligation on the part of the tenant under the Installment Agreement and/or the Prime Lease, and such default is not cured by the Sublessee within thirty (30) days after such notice of default, provided the Sublessee shall be offered such additional time as may be reasonably required to cure such default if the default is not susceptible of cure within thirty (30) days and Sublessee provides the Vendor reasonable assurances that it is pursuing the cure of such default in good faith and provided the Vendor continues to be paid the required payment installments due under the Installment Agreement and/or the Prime Lease. 2. Nondisturbance. If the current term of the Prime Lease, or any renewal thereof, shall terminate before December 31, 2014, for any reason, the Vendor agrees that, at the sole option of Sublessee, the Sublease shall continue as a lease between Vendor as landlord, and Sublessee, as tenant, with the same force and effect as if Vendor, as landlord, and Sublessee, as tenant, had entered into a lease as of the date of the termination of the Prime Lease, containing the same terms, covenants and conditions as those contained in the Sublease, including any rights of renewal thereof, for a term equal to the unexpired term of the Sublease, including renewal terms, and Vendor shall not disturb Sublessee in its • occupancy of the Premises and shall recognize all of Sublessee's rights under the Sublease. 3. Eviction. Vendor hereby agrees that Vendor will not dispossess or evict Sublessee from the Premises based on or arisingout of a default under the Installment Agreement and/or gr the Prime Lease occurring prior to the date hereof. 4. Definition of"Vendor". The term "Vendor" as used in this Agreement means only the contract vendor pursuant to the Installment Agreement for the time being of the Premises, so that in the event of any sale or other transfer of Vendor's entire interest therein, Vendor shall be and thereby is entirely freed and relieved of all covenants and obligations of the Vendor from and after the date of sale or other transfer. The provisions of this Agreement, however, shall bind any subsequent successor to the Vendor's interest in the Premises pursuant to the Installment Agreement. 5. Sublessor to Receive Copies of Vendor's Notices. The Vendor shall provide the Sublessee a copy of any notice given or received by the Vendor under the Installment Agreement and/or the Prime Lease. 6. Notices. All notices permitted or required pursuant to this Agreement shall be in writing and shall be deemed to have been properly given (a) on the day of receipt if served in person; (b) on the third (3rd) day following the day such notice is deposited in any post office station or letter box if mailed by certified or registered mail, return receipt requested, postage prepaid; or (c) on the first (1st) day following the day such notice is -2- delivered to the carrier if sent by Federal Express or other nationally recognized overnight delivery, if addressed to the party to whom such notice is intended as set forth below: a. Notices to Vendor: CITY OF OAK PARK HEIGHTS 14168 North 57th Street P.O. Box 2007 Oak Park Heights, MN Attn: City Administrator b. Notices to Sublessee: ANDERSEN CORPORATION 100 Fourth Avenue North Bayport, MN 55003 Attn: William Moore with a copy to: Oppenheimer Wolff&Donnelly LLP Plaza VII, Suite 3400 45 South Seventh Street Minneapolis, MN 55402-1609 • Attn: Lloyd G. Kepple, Esq. 7. Mortgages. The only mortgage or lien currently encumbering the Premises is the First Mortgage Indenture and Deed of Trust in favor of U.S. Bank Trust National Association, a national banking association, formerly known as First Trust Company of Saint Paul. Vendor shall ensure that future mortgages encumbering the Premises shall expressly permit Sublessee to receive eminent domain proceeds and insurance proceeds for relocation expenses, loss of income and business harm, and the value of Sublessee's equipment, fixtures, and tenant improvements, and future mortgagees shall waive rights to such proceeds. 8. Bankruptcy. In the event Sublessor shall file bankruptcy at any time during the term of the Sublease and rejects the Prime Lease and/or the Sublease, Vendor agrees and consents to the fact that the Sublease shall continue as and constitute a direct lease between Lyra 77 Associates or Vendor (in the event Vendor acquires the interest of Lyra 77 Associates in the Premises), as landlord, and Sublessee, as tenant with the same force and effect as if Lyra 77 Associates or Vendor (in the event Vendor acquires the interest of Lyra 77 Associates in the Premises), as landlord, and Sublessee, as tenant, had entered into a lease as of the date of the termination or rejection of the Prime Lease or Sublease (whichever is earlier in the event both are rejected) and said lease between Lyra 77 Associates or Vendor (in the event Vendor acquires the interest of Lyra 77 Associates in the Premises) and Sublessee shall contain the same terms, covenants, and conditions as those contained in the Sublease, including any rights of renewal thereof, for a term equal to the unexpired -3- term of the Sublease, and Vendor shall not disturb Sublessee in its occupancy of the Premises and shall recognize all of Sublessee's rights under the Sublease. g 9. Defaults. The Vendor states that there are no currently existing defaults under the Installment Agreement and/or Prime Lease, and there are no currently existing events which would, with the passage of time orivin of notice or both, become defaults under � g the Installment Agreement and/or Prime Lease. All rent and all other charges due and payable as of the date hereof by Sublessor under the Prime Lease have been paid in full. 10. Consent to Sublease. The Vendor acknowledges that the Premises are beingsubleased gto Sublessee pursuant to the Sublease, and the Vendor consents to such subletting for the uses and purposes described therein and consents to the terms and conditions of the Sublease. A «copy of the Sublease is attached hereto as Exhibit B . 11. Consent to Improvements. The Vendor hereby approves the Sublessee's initial improvements, additions and alterations described in Exhibit "C" attached hereto and agrees that such improvements, additions and alterations may remain in the Premises s at the end of the term of the Sublease, at the option of Sublessee, or Sublessee may remove said improvements, at its option, so long as any damage caused thereby shall be repaired. 12. Proceeds. The Vendor acknowledges Sublessee shall be entitled to receive condemnation proceeds and insurance proceeds for relocation expenses, loss of income and business harm, and the value of Sublessee's equipment, fixtures, and tenant improvements, and • Vendor waives any rights to such proceeds. 13. GoverningLaw. This Agreement isgoverned byand is to be construed in accordance g ac ce with the law of the State of Minnesota. 14. Counterparts. This Agreement may be executed in any number of counterparts all of which, together, shall constitute one and the same Agreement with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature page of any counterpart may be removed therefrom and attached to any other counterpart. 15. Successors and Assigns. This Agreement shall be binding on the parties hereto and their respective successors and assigns. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] • -4- IN WITNESS WHEREOF, the parties hereto have duly executed this agreement the day and year first above written. CITY OF OAK PARK HEIGHTS a Minnesota municipal corporation By: Its: [SIGNATURES CONTINUED ON NEXT PAGE] • • -5- ANDERSEN CORPORATION, a Minnesota corporation By: Its: • -6- EXHIBIT"A" Legal Description of Premises • Lot 6, Block 1, ST. CROIX MALL P.U.D., Washington County,Minnesota � and Appurtenant non-exclusive easements as contained in St. Croix Mall Real Estate Development Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389052 in the Office of County Recorder and as Document Number 51881 in the Office of Registrar of Titles, Washington County, Minnesota and Appurtenant non-exclusive easements as contained in Easement Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389053 in the Office of County Recorder and as Document Number 51879 in the Office of the Registrar of Titles, Washington County, Minnesota and Appurtenant non-exclusive easements as contained in Easement Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389054 in the Office of the County Recorder and • as Document Number 51880 in the Office of the Registrar of Titles, Washington County, Minnesota and Appurtenant non-exclusive easements as contained in Easement Agreement dated April 17, 1979 and filed April 18, 1979 as Document Number 389057 in the Office of the County Recorder and as Document Number 51878 in the Office of the Registrar of Titles, Washington County, Minnesota S •TC3: 481529 v01 12/30/98 EXHIBIT"B" • Sublease • SUBLEASE AGREEMENT, Between KMART CORPORATION, as Sublessor, • and ANDERSEN CORPORATION, as Sublessee Dated: , 1999 Property located in: Oak Park Heights,Minnesota (REH#5861) TABLE OF CONTENTS SECTION PAGE 1. Sublease Term 2 2. Rent 2 3. Use 3 4. Signs 4 5. Common Areas 4 6. Maintenance 5 7. Alterations 6 8. Access and Inspection 7 9. Sublessee's Insurance 7 10. Indemnification 8 11. Casualty Insurance; Sublessee's Reimbursement 9 12. Utilities 9 13 Taxes 10 14. Assignment and Subletting 10 15. Casualty 11 16. Eminent Domain 11 17. Surrender of Demises Premises 13 18. Sublessee's Default 13 (a) Events of Default 13 (b) Notice to Terminate 13 (c) Right to Re-enter 14 (d) Authority to Relet 14 (e) Sublessee's Liability Continues 14 (f) Current Damages 14 (g) Final Damages 15 (h) Additional Remedies; Right to Cure 15 19. Holding Over 15 20. Sublessor's Default 16 21. General Provisions Regarding Default 16 22. Mortgage Subordination 16 23. Estoppel Certificates 16 24. Title and Condition 17 25. Representations and Warranties 17 26. Notices, Demands and Other Instruments 17 27. Separability 18 28. Binding Effect 18 29. Interpretation, Amendment and Modification i8 30. Master Lessor Exculpation i8 31. Brokers 19 32. Memorandum of Sublease 19 EXHIBITS: Exhibit A - Legal Description of Demised Premises Exhibit A-1 - Legal Description of Adjacent Property Exhibit B - Site Plan of Shopping Center Exhibit C-1 - Real Estate Tax Provisions Exhibit C-2 - Maintenance Provisions Exhibit C-3 - Casualty Provisions Exhibit C-4 - Eminent Domain Provisions Exhibit C-5 - Master Leases' Parking Representations Exhibit D - Multi-Tenant Alteration Design Specifications Exhibit E - Description of Reimbursable Work • 40 Stillwater,MN#9612/5861 (01/14/99) THIS SUBLEASE is made as of , 1999, between KMART CORPORATION, a Michigan corporation having an address at 3100 West Big Beaver Road, Troy, Michigan 48084 ("Sublessor"), and ANDERSEN CORPORATION, a Minnesota corporation having an address at 100 Fourth Avenue North, Bayport, Minnesota 55003-1096 ("Sublessee"). Recitals: A. Pursuant to Lease, dated February 27, 1979, between Financial Properties Developers ("Financial") and Sublessor as amended by Amendment to Lease, dated June 18, 1979 (collectively, the "Original Master Lease"), and pursuant to Lease, dated May 4, 1987, between Oak Park Development Company, Inc. ("Oak Park") and Sublessor, as amended by First Amendment to Lease, dated December 22, 1987 and Second Amendment to Lease, dated October 11, 1989 (collectively, the "Addition Master Lease"), Sublessor leases the building spaces of approximately 55,552 square feet (the "Original Space") and approximately 26,565 square feet (the "Addition"), respectively (which has been combined in a single space of approximately 82,117 square feet), all of which is located on and was leased together with the property in the City of Oak Park Heights, Washington County, Minnesota, described in Exhibit A hereto and depicted on Exhibit B hereto (such property and the buildings and improvements thereon, including the Original Space and the Addition, are herein collectively referred to as the "Demised Premises"). The Original Master Lease and the Addition Master Lease are together herein called the "Master Leases". The entity or entities from time to time holding the Landlord's interest under the Master Leases are each herein referred to as a "Master Lessor" and are herein together referred to as "Master Lessors". A memorandum of the Original Master Lease was recorded as Document No. 394863 in the Washington County Records and a memorandum of the Addition Master Lease was recorded as Document No. in the Washington County Records B. The Demised Premises and the parcels of property described in Exhibit A-1 hereto are operated as an integrated shopping center, subject to and benefited by: (i) St. Croix Mall Real Estate Development Agreement, dated April 17, 1979, between Swager Bros., Inc., St. Croix Bowl, Inc., Duenow Foods, Inc., Financial and Oak Park, and recorded as Document No. 389052 in the Washington County Records, (ii) Easement Agreement, between Oak Park and Financial, dated April 17, 1979 and recorded as Document No. 389053 in the Washington County Records; (iii) Easement Agreement, between St. Croix Bowl, Inc. and Financial, dated April 17, 1979 and recorded as Document No. 389057 in the Washington County Records; (iv) Easement Agreement, between Swager Bros., Inc. and Financial, dated April 17, 1979 and recorded as Document No. 389054 in the Washington County Records; and (v) restrictions contained in Lease with Red Owl Stores, Inc., filed at Book 16 of miscellaneous, page 240, as thereafter modified (collectively, as the same may thereafter have been amended, the "Easement Agreements"). The properties described in Exhibits A and A-1, together with the buildings and improvements ft) thereon, are herein collectively defined as the "Shopping Center". C. Sublessee desires to sublease from Sublessor and Sublessor desires to sublease to Sublessee the Demised Premises upon the terms and conditions hereinafter set forth. NOW, 'THEREFORE, in consideration of the premises, the rents reserved herein and the mutual benefits to be derived by Sublessor and Sublessee, the parties hereby agree as follows: 1. Sublease Term. (a) Primary Term. Sublessor hereby subleases and demises to Sublessee and Sublessee hereby subleases and takes from Sublessor the Demised Premises for an initial term commencing on the date Sublessor tenders possession of the Demised Premises to Sublessee (the "Term Commencement Date") and ending on December 29, 2001 (the "Primary Term"). Sublessor shall tender possession of the Demised Premises to Sublessee on or before January 1, 1999 and Sublessee agrees to accept possession when tendered. (b) Extended Terms. (i) Provided there shall have been no Event of Default (as hereinafter defined) and this Sublease is in full force and effect at the time of the exercise of the option, Sublessee shall have one (1) option to extend the term of the Sublease for a period commencing upon the expiration of the Primary Term and ending November 28, 2004 (the "First Extended Term"). Sublessee may exercise the aforesaid option only by giving notice to Sublessor not less than eight (8) months but not more than twelve (12) months prior to the expiration of the Primary Term. Sublessee acknowledges that the deadline for exercise of the • option in this Section is intended to provide Sublessor with sufficient time to market the Demised Premises for the remainder of the initial term of the Master Leases and, therefore, time is of the essence for the exercise of such option. (ii) (A) Provided there shall have been no Event of Default and this Sublease is in full force and effect at the time of the exercise of the option, Sublessee shall have one (1) further option to extend the term of the Sublease for a period commencing upon the expiration of the First Extended Term and ending November 28, 2009 (the "Second Extended Term"); provided that Sublessee may elect to exercise the option for the Second Extended Term with regard to only the Original Space or the Addition. Sublessee may exercise the aforesaid option only by giving notice to Sublessor not less than twelve (12) months but not more than eighteen (18) months prior to the expiration of the First Extended Term, which notice shall describe whether Sublessee elects to extend with regard to the entire Demised Premises, the Original Space or the Addition. If Sublessee's notice does not identify which portion of the Demised Premises, then Sublessee shall be conclusively deemed to have elected to extend with regard to the entire Demised Premises. Sublessee acknowledges that the deadline for the exercise of the option in this Section corresponds to the deadlines set forth in the Master Leases for the exercise of the corresponding extension option thereunder and, therefore, time is of the essence for the exercise of the option in this Section. (B) If Sublessee exercises the option for the Second Extended Term with regard to only the Original Space or the Addition, then this Sublease shall automatically be deemed amended, effective as of the first day of the Second Extended Term, such that the 2 Demised Premises" hereunder shall refer to only the Original Space or the Addition which was • elected by Sublessee. Sublessee acknowledges that Master Lessor under the Addition Master Lease is obligated to erect a demising wall between the Original Space and the Addition if Sublessor does not elect to extend the Addition Master Lease. If Sublessee exercises the option for the Second Extended Term with regard to only the Original Space, then Sublessor shall request that the Master Lessor under the Addition Master Lease erect such demising wall. If Sublessee exercises the option for the Second Extended Term with regard to only the Addition, then Sublessee shall, at its expense and in accordance with plans and specifications approved by Sublessor as provided in Section 7 and Exhibit D hereto: (1) erect such demising wall, (2) split the alarm systems (if any), gas, electrical, telephone and other utility delivery systems, any affected mechanical systems, and the heating, ventilating and air conditioning systems serving the Original Space from that serving the Addition, including installing separate utility meters and controls for the Original Space and the Addition, and (3) perform all other work described in Exhibit D. Sublessee acknowledges and agrees that Sublessor shall have no obligation to erect any such demising wall. If Sublessee erects such demising wall, Sublessor hereby assigns to Sublessee any reimbursement to which Sublessor may be entitled from the Master Lessors or either of them, under any Legal Requirement (as hereinafter defined); if Sublessee exercises the option for the Second Extended Term as to less than the entire Demised Premises and either Master Lessor erects such demising wall, Sublessee covenants and agrees to reimburse Sublessor for any costs which Sublessor may be required under any Legal Requirement to pay to either Master Lessor. (iii) The First and Second Extended Terms are herein collectively referred to as the "Extended Terms". The Extended Terms shall be on the same terms and conditions as the Primary Term, except that Rent shall be as set forth in Section 2. The Primary Term a.nd the Extended Terms which are timely and properly exercised by Sublessee shall be collectively referred to as the "Sublease Term". 2. Rent. (a) Commencing on the date which shall be ninety-two (92) days after the Term Commencement Date (the "Rent Commencement Date") and continuing throughout the Sublease Term, Sublessee shall pay annual "Rent" to Sublessor, in equal monthly installments, in advance, on the first day of each month of the Sublease Term, in accordance with the following schedule: (i) From the Rent Commencement Date through the end of the Primary Term, "Rent" shall be equal to THREE HUNDRED SEVEN THOUSAND NINE HUNDRED THIRTY-FOUR and 00/100 DOLLARS ($307,934.00) per year, payable in equal monthly installments of TWENTY-FIVE THOUSAND SIX HUNDRED SIXTEEN and 17/100 DOLLARS ($25,616.17). (ii) During the First Extended Term, "Rent" shall be equal to THREE HUNDRED SEVEN THOUSAND NINE HUNDRED THIRTY-FOUR and 00/100 DOLLARS ($307,934.00) per year, payable in equal monthly installments of TWENTY-FIVE THOUSAND SIX HUNDRED SIXTEEN and 17/100 DOLLARS ($25,616.17). 3 (iii) During the Second Extended Term, "Rent" shall be equal to the sum of: (A) one of the following: (1) if Sublessee exercises its option to sublease only the Original Space, TWO HUNDRED EIGHTY-FIVE THOUSAND FIVE HUNDRED NINETY-FIVE and 88/100 DOLLARS ($285,595.88) per year; (2) if Sublessee exercises its option to sublease only the Addition, ONE HUNDRED THIRTY-SIX THOUSAND FIVE HUNDRED SEVENTY-TWO and 12/100 DOLLARS ($136,572.12) per year; or (3) if Sublessee exercises its option to sublease the Original Space and the Addition, FOUR HUNDRED TWENTY-TWO THOUSAND ONE HUNDRED SIXTY-EIGHT and 00/100 DOLLARS ($422,168.00) per year, plus (B) an annual amount equal to the amount by which the real estate taxes and assessments payable by Sublessor under the provisions of the Master Lease set forth in Exhibit C-1 in each successive 12-month period during the Second Extended Term exceeds: (1) if Sublessee exercises its option to sublease only the Original Space, SEVENTY-SEVEN THOUSAND SEVEN HUNDRED SEVENTY and 23/100 DOLLARS ($77,770.23); (2) if Sublessee exercises its option to sublease only the Addition, THIRTY-SEVEN THOUSAND ONE HUNDRED EIGHTY-NINE and 77/100 DOLLARS ($37,189.77); or (3) if Sublessee exercises its option to sublease the Original Space and the Addition, ONE HUNDRED FOURTEEN THOUSAND NINE HUNDRED SIXTY and 00/100 DOLLARS ($114,960.00), and shall be payable in equal monthly installments. If the Rent Commencement Date is not the first day of a month, Rent for such month shall be prorated per diem and be paid by Sublessee on the Rent Commencement Date, and if the Sublease Term does not end on the last day of a month (for a reason other than termination of the Sublease on account of an Event of Default), Rent for such month shall be prorated per diem and • be refunded to Sublessee. (b) Sublessee shall pay Rent and all other sums due under this Sublease and perform all obligations under this Sublease at its cost and when due or required without prior notice or demand. Sublessee shall pay Rent to Sublessor's address set forth herein or at such other address or to such other person as Sublessor may from time to time designate. If any installment of Rent is not paid on its due date, Sublessee covenants and agrees to pay to Sublessor, on demand, interest at the annual rate of four percent (4%) above the prime rate last announced in the Wall Street Journal, or the highest interest rate allowed by law, whichever is lower, on the unpaid amount from the due date until paid. 3. Use. (a) The Demised Premises shall be used solely initially for offices, warehousing, testing labs, light manufacturing of windows (including prototype engineering thereof), and the operation of an Andersen Windows retail store (the "Intended Use"), and subsequently for such other lawful use or purpose for which Sublessee shall obtain the prior written consent of Sublessor, such consent not to be unreasonably withheld or conditioned; provided that, in any event, the Intended Use and any other such use or purpose is not precluded by and is in accordance with the Easement Agreements and all other Legal Requirements (as hereinafter defined) applicable to the Demised Premises and Sublessee's operations therein. If Sublessee's request for consent to any proposed subsequent use or purpose includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure to respond within thirty (30) days of Sublessor's receipt of a written request describing in detail such use or purpose shall be deemed Sublessor's consent to such use or purpose. Sublessee 4 acknowledges and agrees that Sublessor's consent to any use or purpose made of the Demised 4111 Premises shall not be deemed or implied to be any warranty or representation that the Intended Use or anyother use or purpose ispermitted byor in accordance with P rP the Easement Agreements or other Legal Requirements. The foregoing notwithstanding, Sublessee shall not use the Demised Premises (or part thereof) nor permit the Demised Premises (or part thereof) to be used, directly or indirectly, for: a massage parlor, adult book store or pornographic display of any nature; gas station, auto service or repair center; auto or auto parts sales;junk yard or dump; dry cleaner; industrial purposes; or any use involving the operation of an above or below ground storage tank or the use or sale on the Demised Premises of toxic, hazardous or explosive substances. Sublessee shall not drive any forklifts or similar equipment on any tile floors. (b) Sublessee shall, at its cost, comply with and cause the Demised Premises to comply with all of the following (collectively, the "Legal Requirements"): (i) all local, state and federal laws, orders and regulations now or hereafter applicable to the Demised Premises or the occupancy or use thereof or the health and welfare of Sublessee's employees, invitees, licensees or customers, (ii) the Easement Agreements and all other easements, agreements, restrictions and recorded matters affecting or relating to the Demised Premises or the Shopping Center, and (iii) all agreements entered into by Sublessee and Sublessor with regard to the Demised Premises, including insurance policies. Sublessee's obligation under the preceding sentence shall include, without limitation, all Legal Requirements which require unforeseen or structural alterations or repairs to the Demised Premises. If any law, order or regulation or provision of an easement, agreement, restriction or recorded matter becomes applicable to the Shopping Center (or part thereof) as a result of or arising out of the Permitted Use or any use or occupancy of the Demised • Premises, the issuance to Sublessee or for the Demised Premises (or part thereof) of a building, occupancy or similar permit, or Sublessee's construction or alteration activity on, in or to the Demised Premises or the Shopping Center, Sublessee shall, at its expense, take all actions necessary to comply with the same. Sublessee shall have the right, however, to contest, without cost to Sublessor, the validity or application of any such Legal Requirement and may postpone compliance therewith until the final determination of any such contest, but if and only if such contest and Sublessee's prosecution of the contest will prevent any fine, penalty or cost being assessed against or upon the Demised Premises, the Shopping Center, Sublessee, Master Lessor or Sublessor. 4. Signs. Sublessee, at its cost, may erect and shall thereafter maintain, repair and replace in keep the same in good order, condition and repair, and illuminate: (a) such signs upon the exterior walls of the retail building on the Demised Premises as Sublessee desires, and (b) one (1) two-sided panel on the pylon or monument sign currently located in the Demised Premises, if any, in the same position as was previously occupied by Sublessor's panel pursuant to the Master Leases (or, if no panel was ever so erected bySublessoror if nopanel is now permitted, then Sublessee shall not be entitled to any panel on any such pylon or monument sign), provided the installation of such signs shall not affect or damage the roof of the retail building on the Demised Premises, and, prior to installation of any such sign or panel, Sublessee shall obtain Sublessor's approval of the specifications for the installation of such signs and panel, which consent shall not be unreasonably withheld or conditioned. If Sublessee's request for consent includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure WI 5 to respond within thirty (30) days of Sublessor's receipt of the plans and specifications, as above required to be delivered, shall be deemed Sublessor's consent to such signs and panel. Sublessee shall, at its cost, obtain all approvals necessary for such signs and panel and shall otherwise comply with all Legal Requirements applicable thereto. 5. Common Areas. "Common Areas" shall mean the sidewalks, service drives, parking aisles, driveways and parking areas which shall exist from time to time on the Shopping Center, except those areas which shall be occupied from time to time by buildings or structures or which shall be designed for the exclusive use of either Master Lessor or the other owners, tenants and subtenants of the Shopping Center, and their respective agents, employees, customers, licensees and invitees. Sublessee acknowledges and agrees that any right which Sublessee has to use the Common Areas located outside the Demised Premises are derived from and subject to the Easement Agreements and Sublessor, its employees and agents, make no representation or warranty, express or implied, with regard thereto. Sublessee's use of the Common Areas shall be subject to all restrictions and covenants of the Easement Agreements and such other the rules and regulations of Sublessor as may be reasonably promulgated from time to time. Sublessee may not use or permit the use of the Common Areas for sales, shows or other events or for any purpose other than ingress, egress and parking. 6. Maintenance. (a) Attached hereto and made a part hereof as Exhibit C-2 is a portion of the Master Lease pertaining to the maintenance and repair of the Demised Premises, Common Areas and Shopping Center. Except as expressly set forth in Exhibit C-2 as the • obligation of Master Lessor and except as otherwise expressly stated in this Sublease, Sublessee shall, at its own expense: (i) replace all plate glass as necessary, (ii) make all other repairs, maintenance and replacements to the Demised Premises, structural and non-structural, exterior and interior, as shall be necessary to keep the Demised Premises clean and in good order, condition and repair, other than the Common Areas on the Demised Premises which shall be maintained as provided in Exhibit C-2 and paid for as provided in Section 6(b) below, and (iii) otherwise perform all of the obligations of the "Tenant" under Exhibit C-2, including, without limitation, servicing, repairing and replacing the heating, ventilating and air conditioning systems serving the Demised Premises, and maintaining, repairing and replacing all structural components of the buildings on the Demised Premises. Notwithstanding anything to the contrary set forth in this Sublease, Sublessor shall remain responsible for the maintenance, repair and replacement of the roof of the buildings on the Demised Premises as required to be performed by the "Tenant" under Exhibit C-2. During the Sublease Term, Sublessee shall keep fully paid a contract for regular servicing and maintenance (at least once quarterly) of the heating, ventilating and air conditioning systems serving the Demised Premises, which contractor shall be approved by Sublessor, such approval not to be unreasonably withheld, conditioned or delayed. Sublessor shall not be required to maintain, repair or rebuild the Demised Premises or Shopping Center and Sublessee waives the right to perform maintenance or make repairs at the expense of Sublessor pursuant to any law at any time in effect. (b) Sublessor shall be solely responsible to pay all costs and reimbursements which are to be made by Sublessor to the Master Lessors under the portion of the Master Leases 4111 attached as Exhibit C-2. If either Master Lessor shall fail to perform the obligations expressly set 6 forth in Exhibit C-2. Sublessee shall have no right to terminate this Sublease but may bring suit, ill jointly with Sublessor or, with Sublessor's prior written consent, unilaterally, against such Master Lessor to specifically enforce such obligations and Sublessor agrees, upon request of Sublessee, to assign to Sublessee, during the Sublease Term only, jointly the right or claim which Sublessor may have under the Master Leases to specifically enforce such obligations. In addition, if either Master Lessor shall fail to perform the obligations expressly set forth in Exhibit C-2, then, if neither Sublessor nor the defaultingMaster Lessor cures such default within n thirty30 days' of thirty (30) receipt of written notice from Sublessee (which 30 days shall be in addition to the curee p nod provided under thea applicable Master Lease Sublessee mayperform), pe orm such defaulted obligation. If Sublessee so performs such defaulted obligation and neither Sublessor nor the defaulting Master Lessor reimburses sso re mburses Sublessee for the reasonable costs incurred by Sublessee to perform such obligations within thirty (30) days of Sublessor's and Master Lessor's receipt of a statement therefor from Sublessee, Sublessee may deduct from Basic Rent such reasonable costs incurred (excluding amounts paid to the employees or agents of Sublessee, its assignees, sublessees, g licensees and concessionaires, or any party or person related to the foregoing), but not to exceed, sii in any month, the amount in such month which Sublessor isermitted to p and does actually deduct from rentals under the applicable Master Lease. If any deduction from rentals under the applicable Master Lease is held to be invalid or unavailable or is required to be repaid, then Sublessee shall repay to Sublessor an amount equal such amount held to be invalid or unavailable or required to be repaid. 7. Alterations. (a) Within fifteen (15) days from the date of execution of this Sublease by both parties, Sublessee shall submit to Sublessor three (3) copies of complete and detailed • plans and specifications, signed and sealed by Sublessee's registered architect and/or engineer, g g for all alterations, modifications, changes, remodeling and other construction and work or to the Demised Premises desired for the Permitted Use (collectively, the "Initial Alterations"). Subject to approval of plans and specifications therefor, as hereinafter provided, Sublessor acknowledges that Sublessee shall, as part of the Initial Alterations, enclose with walls the area shown on Exhibit B as"Garden Center" for use as an employee lounge and smoking area. (b) Sublessee may, at its own cost, make the Initial Alterations and any other alterations, modifications, changes, remodeling and other construction and work of and to the Demised Premises (collectively, including the Initial Alterations, herein called "Alterations") if and only if (i) the value of the Demised Premises and the Shopping Center, or part thereof, shall not be lessened; (ii) prior to commencing any structural Alterations or Alterations to structural components of the Demised Premises, any Alterations materially affecting the plumbing, heating, electrical, ventilating or other building systems of the Demised Premises, or any Alterations, the estimated cost of which exceeds Fifty Thousand Dollars ($50,000.00), Sublessee obtains the written unconditional consents of Sublessor and, for structural Alterations or Alterations to structural components of the Demised Premises, to the Original Space, the Master Lessor under the Original Master Lease, to complete and detailed plans and specifications, signed and sealed by Sublessee's registered architect and/or engineer, for each Alteration, which consent by Sublessor shall not be unreasonably withheld; (iii) at any time Sublessee's net worth shall be less than $100,000,000 or Sublessee's claims-paying ability, as rated by Standard & Poor's, shall be less than "A", then, prior to commencing any Alterations, the estimated cost of which exceeds One . 7 Hundred Thousand Dollars ($100,000.00), Sublessee delivers to Sublessor a bond or letter or credit payable to Sublessor, in form reasonably acceptable to Sublessor, or fully funded escrow account from which Sublessor shall be permitted to draw to discharge liens, which bond, letter or credit or escrow account shall be in the amount of the estimated cost to complete such Alterations; and (iv) prior to commencing any Alterations to the Original Space, the estimated cost of which exceeds Three Hundred Thousand Dollars $300 000.00 ( ), Sublessee shall engage and pay for a reputable architect and/or engineer to supervise such Alterations and obtain (and deliver to Sublessor) the written consents of such architect and/or r engineer and the Master Lessor o under the Original Master Lease to detailed plans and specifications and cost estimates, for such Alterations. The term, "structural Alterations", as used in this Section 7 only, shall not include moving of non-loadbearing partitions, minor plumbing and electrical work, modification and rearrangement of fixtures or other minor changes. If Sublessee's request for consent includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure to respond within thirty (30) days of receipt of the complete set of the plans and specifications as required to be delivered hereunder shall be deemed Sublessor's consent to such plans and specifications. (c) After obtaining the requisite consents of Sublessor and the Master Lessor under Section 7(b), prior to commencing any Alterations, Sublessee shall deliver to Sublessor a copy of all building and other governmental permits required for such Alterations (including, without limitation, evidence of payment of any so-called impact fees) and written notice of the date for commencement of such Alterations. At Sublessee's cost and risk, Sublessor shall reasonably cooperate with Sublessee in securing building and other permits or authorizations required from time to time for any Alterations permitted under this Sublease. Upon completion of any Alterations, Sublessee shall deliver to Sublessor complete and detailed as-built plans and specifications for such Alterations. All submissions to Sublessor pursuant to this Section 7 shall be delivered to Sublessor's Construction Department, Design Division, marked "Attention: Criteria Administrator." Sublessee shall construct all Alterations as expeditiously as is reasonable under the circumstances, excusable delays excepted, and in a good and workmanlike manner in compliance with applicable Legal Requirements, the provisions of this Sublease and the approved plans and specifications. Sublessee shall restore any portion of the Common Areas and the Shopping Center affected by any Alterations to as good or better condition as the same shall have existed immediately prior to the commencement of such Alterations. Such Alterations shall not unreasonably interfere with the operation or use of the remainder of Shopping Center or interfere with, hinder or prevent access to and from the Shopping Center. Sublessee shall store all construction machinery, equipment, materials and tools used for the Alterations in a staging area on the Demised Premises reasonably approved by Sublessor. Other than the improvements to the "Garden Center" described above, Sublessee shall not construct any addition to or additional building or structure on the Demised Premises or the Shopping Center. (d) Sublessee shall not permit any mechanics' or other lien or security interest to be filed against the Demised Premises or the Shopping Center (or any part thereof) or Rent or other sum payable hereunder which arises out of the use, occupancy, construction, maintenance, repair or rebuilding of the Demised Premises by, for or on behalf of Sublessee, its assignees, sublessees, Ilkconcessionaires or licensees, or for work or materials furnished to the Demised Premises or to 8 Sublessee, its assignees, sublessees, concessionaires or licensees (herein called a "Sublessee's Lien"). If a Sublessee's Lien shall be filed, Sublessee shallrom tl p p y notify Sublessor of such filing. Any Sublessee's Lien shall, at Sublessee's expense, be discharged within thirty (30) days Y after Sublessee's receipt of notice thereof. The foregoing notwithstanding,, Sublessee may contest a Sublessee's Lien but if and only if(i) Sublessee gives notice to Sublessor within such 30-day period of Sublessee' intent to contest such Sublessee's Lien; (ii) Sublessee postswithSublessor cash, letter of credit or other security acceptable to Sublessor in the amount of one hundred twenty-five percent (125%) of the amount of such Sublessee's Lien (the "lien contest funds"); (iii) such contest shall remove such Sublessee's s Lien from the public records or prevent the foreclosure of such Sublessee's Lien against the Demised Premises or the Shopping Center (or any part thereof) or Rent or other sum payable hereunder or the Master Lessors or Sublessor, or their respective property or assets; and (iv) immediately upon the entry of final judgment in any action in which Sublessee contests any such Sublessee's Lien, and if such judgment establishes the validity of such Sublessee's Lien (or part thereof), Sublessee shall fully pay and discharge such judgment or Sublessee's Lien (or part thereof held valid), as the case may be, and may use any lien contest funds remaining a rung pasted with Sublessor for such purpose. If Sublessee shall fail to perform or abide by any of the foregoing, Sublessor shall be entitled to withdraw from the lien contest funds any amounts necessary to pay such judgment or Sublessee's Lien, as the case may be, and to cause such Sublessee's Lien to be discharged from the public records, including reasonable attorney fees. Notice is hereby given that Sublessor and Master Lessors will not be liable for any labor, service or material furnished or to be furnished to Sublessee, its assignees, sublessees, concessionaires or licensees, and that no Sublessee's Lien shall attach to or affect the interest of Sublessor or Master Lessors in and to the Demised Premises or the Shopping Center, or any part thereof. (e) Sublessee acknowledges that neither Sublessor nor its agents or employees has made any representation or warranty, express or implied, with respect to the necessity (or lack of necessity) for or availability of any permits, licenses or other governmental authorizations for the Alterations or in order to operate the Demised Premises for the uses intended by Sublessee, it being agreed that all such risks are to be borne by Sublessee. Sublessee acknowledges that, without Sublessee's consent, the owners, tenants and occupants of the Shopping Center may have the right to modify the buildings and improvements or construct additions or additional buildings or improvements in the Shopping Center, but no building or improvement located on the Demised Premises shall be altered without Sublessee's prior consent 8. Access and Inspection. Sublessor and Master Lessors, and their respective agents, shall have access to the Demised Premises at all reasonable times to examine and inspect and, during the last one hundred eighty (180) days of the Sublease Term, to show the Demised Premises to prospective assignees, subtenants, mortgagees and purchasers, provided such examination, inspection or showing will not unreasonably interfere with Sublessee's use of the Demised Premises. Sublessee shall have the right to designate no more than one hundred (100) square feet of the Demised Premises in an area containing no building systems as a secured area to which Sublessor shall have no access except in the case of emergency. Subject to fire or other casualty or a taking or expropriation, Sublessee shall be entitled to access to the Demised Premises at all times, twenty-four (24) hours per day. 9 410 9. Insurance. (a) Commencing on the Term Commencement Date and at all time during the Sublease Term, Sublessee shall maintain insurance for the Demised Premises of the following character: (i) comprehensive general public liability insurance insuring and defending against any cost, loss, damage or expense, incurred by reason of any claim, suit, liability or demand for bodily injury, death or property damage arising out of, pertaining to or involving this Sublease or Sublessee's use, control, maintenance or occupancy of the Demised Premises or the Shopping Center, or the adjoining streets and sidewalks, including, without limitation, that arising as a result of alterations or construction on or to the Demised Premises, in the minimum amounts of$2,000,000 for bodily injury or death to any one person, $3,000,000 for bodily injury or death to any number of persons in any one incident, and $1,000,000 for property damage, with regard to each such claim, suit, liability or demand; (ii) insurance with extended coverage endorsement covering loss by fire, the elements or other casualty to Sublessee's personal property, fixtures and improvements located on or in the Demised Premises in the amount of the actual replacement value thereof; (iii) workers' compensation insurance to the extent required by the law of Minnesota and to the extent necessary to protect Sublessor and Master Lessors and the Demised Premises against workers' compensation claims; and • (iv) At any time when the Demised Premises are being altered, maintained or repaired on behalf of Sublessee, builder's risk insurance (in completed value non-reporting form) in the amount of the full replacement cost of the improvements on the Demised Premises, exclusive of foundations, including the value of the Alterations thereto and the materials and supplies therefor. (b) Every policy referred to in Section 9(a) shall: (i) be effected under valid, enforceable policies issued by companies of nationally recognized financial standing legally authorized to do insurance business in Minnesota; (ii) (with regard to the policy in Section 9(a)(i) only) name as additional insureds Master Lessors, both Master Lessors' mortgagees, if any, and Sublessor; (iii) provide that such policy shall not be cancelled or materially amended without at least thirty (30) days prior written notice to the named and additional insureds; (iv) provide that such policy shall not be invalidated or the proceeds not payable by or due to any act or neglect of Sublessee or the additional insureds, occupancy or use of the Demised Premises for purposes more hazardous than permitted by such policy, any foreclosure or other proceedings relating to the Demised Premises or change in title to or ownership of the Demised Premises, or part thereof; and (iv) not require Sublessee to pay more than ten percent (10%) of or require the additional insureds to pay any portion of any loss, damage or claim prior to payment by the insurer. On the date this Sublease is executed by Sublessee and thereafter not less than thirty (30) days prior to the expiration of such insurance, Sublessee shall deliver to Sublessor certificates of such insurance. Notwithstanding anything in this Sublease to the contrary, Sublessee may include the • Demised Premises within a blanket policy of insurance covering the Demised Premises and other 10 locations, but if and only if the coverage available under such blanket policy for the Demised Premises and claims related thereto shall not be reduced below the amounts required in Section 9(a) above by claims made or paid for other locations. If Sublessee's net worth exceeds $100,000,000 and Sublessee's claims-paying ability, as rated by Standard & Poor's, is at least "A", Sublessee may self-insure for plate glass and Sublessee's personal property. (c) During the Sublease Term, Sublessor shall cause the building on the Demised Premises to be insured under a fire insurance policy with extended coverage endorsement in the amount of eighty percent (80%) of the insurable value of the Original Space and the Addition, above the foundation walls. For so long as Sublessor's net worth exceeds $100,000,000, Sublessor may self-insure against such risks. 10. Indemnification. (a) Sublessee shall defend, indemnify and hold harmless Sublessor, its successors and assigns, and their respective agents, officers and employees, from any cost, loss, damage or expense, including, without limitation, consequential and incidental damages and attorneys' fees and the reasonable costs of investigation, incurred as a result of any claim, suit, liability or demand occurring on the Demised Premises or arising out of, pertaining to or involving Sublessee's use, control, maintenance, repair, alteration, construction or occupancy on, of or to the Demised Premises, except, subject to Section 15(c), only to the extent caused by the negligent acts or intentional misconduct of Sublessor, its successors and assigns, and their respective agents, officers and employees. If any action or proceeding is brought against Sublessor, or its successors and assigns, or their respective agents, officers and employees, arising from any of the foregoing which Sublessee is required to indemnify under this Section 10(a), then • Sublessee shall promptly assume the defense or settlement of such action or proceeding with counsel selected by Sublessor at Sublessee's expense, and if Sublessee fails to so defend, Sublessee covenants and agrees to pay all costs and attorneys' fees incurred by Sublessor in connection with such action or proceeding. (b) Sublessor shall defend, indemnify and hold harmless Sublessee, its successors and assigns, and their respective agents, officers and employees, from any cost, loss, damage or expense, including, without limitation, attorneys' fees and the reasonable costs of investigation, incurred as a result of the termination of either or both Master Leases due to the default or breach thereof by Sublessor, but if and only if such default or breach was not caused, directly or indirectly, or arose out of an Event of Default or Sublessee's breach or default of this Sublease. If any action or proceeding is brought against Sublessee, or its successors and assigns, or their respective agents, officers and employees, arising from any of the foregoing which Sublessor is required to indemnify under this Section 10(b), then Sublessor shall promptly assume the defense or settlement of such action or proceeding with counsel selected by Sublessee at Sublessor's expense, and if Sublessor fails to so defend, Sublessor covenants and agrees to pay all costs and attorneys' fees incurred by Sublessee in connection with such action or proceeding 11. Intentionally Omitted. 12. Utilities. As of the Term Commencement Date, Sublessee shall cause the accounts 40 for all utilities serving the Demised Premises to be transferred into Sublessee's name. If Sublessee 11 does not transfer such utility accounts and Sublessor is billed therefor and pays the same, Sublessee covenants to reimburse Sublessor for the amount of such bills. All utility charges shall be prorated per diem between the parties as of the Term Commencement Date and thereafter, commencing on the Term Commencement Date and continuing throughout the Sublease Term, Sublessee shall pay all charges for all utilities used on or furnished to the Demised Premises or Sublessee, its assignees, sublessees, concessionaires or licensees, on or before the date such utility charges become due or bear interest or penalties Sublessor shall not be responsible for any loss or interruption of such utility services and Sublessee hereby waives any right under any law now or hereafter existing to withhold Rent or any other sum due under this Sublease. 13. Taxes. If the State of Minnesota imposes any tax, assessment or charge which is levied upon or measured by the Rent or the rent or charges payable under the Master Leases, Sublessee shall pay all such taxes, assessments and charges during the Sublease Term; provided, however, that Sublessee shall not be responsible for paying any real estate taxes or assessments or any income, profit, inheritance, estate, succession, gift or franchise taxes imposed upon Sublessor and/or Master Lessors, their successors or assigns, by whatsoever authority imposed or howsoever designated. 14. Assignment and Subletting. (a) Sublessee shall not enter into any "Transfer" (as hereinafter defined) with or to any person, entity or party (collectively, a "Transferee"), without Sublessor's prior written consent, which consent shall not be unreasonably withheld or conditioned. Any Transfer without Sublessor's consent shall be void and of no effect. Sublessor's . consent shall be based on the following factors: (i) the net worth and claims-paying ability and reputation of the Transferee; (ii) any additional risks or liabilities posed to Sublessor by such Transfer or such Transferee's use of the Demised Premises; (iii) whether such Transferee's use of the Demised Premises would violate or make a violation more likely under the Master Leases, the Easement Agreements or any Legal Requirement, (iv) any prior history between such Transferee and Sublessor or its current or prior subsidiaries or related entities; and (v) the compatibility of the Transferee and the Transferee's use with the other occupants and uses of the Shopping Center. Sublessee shall not, in any event, assign this Sublease nor sublet the Demised Premises (or part thereof) to any federal or state governmental agency, body or entity or enter into any loan or agreement which could in any circumstance permit a federal or state governmental agency, body or entity to succeed Sublessee as the subtenant or occupant of the Demised Premises. If Sublessor consents to a Transfer and the Transferee's proposed use of the Demised Premises, or part thereof, such Transferee shall not change the approved use without the prior written consent of Sublessor, which consent shall not be unreasonably withheld or conditioned. If Sublessee's request for consent to any proposed Transfer or Transferee's use includes notice of the deadline for response and the consequence for failure to timely respond, then Sublessor's failure to respond within thirty (30) days of Sublessor's receipt of a written request describing in detail such Transfer or Transferee's use shall be deemed Sublessor's consent to such Transfer or Transferee's use. (b) For purposes of this Section only, a "Transfer" shall mean: (i) any assignment or other transfer of this Sublease; (ii) any subletting or granting of concessions, easements, • licenses or any right to use or occupy of or in all or any part of the Demised Premises; or (iii) any 12 mortgage, deed of trust, collateral assignment or secured or unsecured interest in this Sublease or . any or all of Sublessee's right, title or interest in or to this Sublease or the Demised Premises or the Shopping Center. The foregoing notwithstanding, a "Transfer" shall not include: (v) any sale or transfer of Sublessee's stock or other interest in Sublessee, (w) the merger, consolidation or reorganization of Sublessee, (x) the sale of any or all of the assets or property of Sublessee, (y) the granting in the ordinary course of business for an Anderson Windows store of any concessions or licenses in portions of the Demised Premises not to exceed, in each instance, three thousand (3,000) square feet, or, in total, more than twenty-five percent (25%) of the square footage of the buildings on the Demised Premises, or (z) any assignment of this Sublease or subleasing of all or any part of the Demised Premises to any subsidiary or parent of Sublessee. (c) If there shall occur a Transfer, whether or not Sublessor's consent is required or obtained, Sublessee shall nevertheless remain primarily liable to Sublessor for the full payment of Rent and any other sum due under this Sublease and the observance and performance of all obligations, covenants and agreements under this Sublease as payments and obligations of a principal and not of a guarantor or surety as though no Transfer had been made. Each Transfer shall expressly be made subject to the provisions of this Sublease. 15. Casualty. (a) Attached hereto and made a part hereof as Exhibit C-3 is a portion of the Master Leases relating to damage or destruction of the Demised Premises or the Shopping Center or part thereof. If, during the Sublease Term, the Demised Premises or the Shopping Center shall be partially or totally damaged or destroyed by fire or other casualty, Sublessee shall immediately notify Sublessor of the existence and extent of such damage and, if this Sublease is • not otherwise terminated s set forth below, Sublessor shall restore the retail building on the Demised Premises to its condition immediately prior to such damage or destruction. Sublessor shall make diligent effort to substantially complete the restoration within six (6) months of the date of such damage or destruction. During the restoration of such retail building until substantial completion thereof, anything herein or at law or equity notwithstanding (which Sublessee hereby waives), Rent shall not abate during or as a result of such restoration, damage or destruction; provided, however, if Sublessor does not substantially complete the restoration of the Demised Premises within six (6) months of the date of such damage or destruction (subject to force majeure as provided in Section 32), then, from and after such 6-month period (as extended by force majeure causes) until substantial completion of such restoration, Rent shall abate in the proportion that the portion of the retail buildings on the Demised Premises which is rendered untenantable by such restoration and which Sublessee actually ceases to use for any (including storage) bears to such retail building immediately prior to such damage or destruction. (b) If Sublessor would have the right as the "Tenant" under Exhibit C-3 to terminate both the Original Master Lease and the Addition Master Lease following damage or destruction to the Original Space, the Addition or the Shopping Center (herein called the "Casualty Termination Option"), then Sublessee shall have the option to terminate this Sublease by giving written notice to Sublessor within twenty (20) days after such damage or destruction. Sublessee acknowledges that the notice deadlines set forth in this Section correspond with the Master Lease deadlines and agrees therefore that the time for delivery of notice and exercise of the option herein are of the essence. If Sublessee shall not respond within such 20-day 13 period, Sublessee shall be conclusively deemed to have waived the option to terminate hereunder. If the Casualty Termination Option is available under the Master Leases, Sublessor shall also have the option to terminate this Sublease if: (i) such damage or destruction occurs during the Primary or First Extended Term and Sublessee consents to such termination, or (ii) such damage or destruction occurs during the Second Extended Term and Sublessor pays to Sublessee the unamortized value of the permanent improvements to the Demised Premises made by Sublessee during the Initial Alterations. Sublessor may exercise such option by giving written notice to Sublessee within the time period provided in Exhibit C-3 for termination notice to Master Lessors. If notice of termination is given by either party, this Sublease shall terminate on the same date as the Master Lease would terminate if the option under Exhibit C-3 were exercised by Sublessor thereunder and Sublessee shall have an additional thirty (30) days, rent free, in which to remove its property from the Demised Premises in accordance with Section 17. (c) Sublessor and Sublessee each hereby release and discharge the other party, their respective officers, directors, shareholders, agents, employees and representatives, of and from any claim, suit or liability arising out of or pertaining to any damage or destruction to the Demised Premises or the property therein or thereon to the extent of the releasing party's recovery under any insurance maintained by such party (or if such party failed to maintain the insurance required under this Sublease or was permitted hereunder to and did self-insure, then to the extent of the recovery which such party could have had under such insurance). Unless self- insured (if permitted hereunder), each party shall cause the insurer under each of its policies required to be maintained hereunder to waive any right to subrogate to the claims of the insured • under the policy and, if such insurer refuses or would require a material increase in the premium for such policy in order to provide such waiver, the provisions of this Section 15(c) shall thereupon be null and void and such party shall notify the other party hereunder. 16. Eminent Domain. (a) Attached hereto and made a part hereof as Exhibit C-4 is a portion of the Master Leases relating to expropriation or taking of the Demised Premises or the Shopping Center. If an event of expropriation or taking shall occur or be threatened to the Demised Premises or the Shopping Center, Sublessee shall give immediate notice thereof to Sublessor. If all of the Original Space shall be expropriated or denial of access thereto be caused by public or quasi-public authority, this Sublease shall terminate as of the date Sublessee shall be deprived thereof; provided that this Sublease shall terminate only if the Original Master Lease also terminates as a result of such taking or expropriation. If Sublessor would have the option or right as "Tenant" under Exhibit C-4 to terminate both the Original Master Lease and the Addition Master Lease following an expropriation or taking (herein called the "Condemnation Termination Option"), then Sublessee shall have the option to terminate this Sublease by giving written notice to Sublessor within thirty (30) days less than the time period provided in Exhibit C-4 for termination notice by Sublessor to Master Lessors. Sublessee acknowledges that the notice deadlines in this Section correspond to the Master Lease deadlines and agrees therefore that the notice deadlines herein are of the essence. If Sublessee shall not respond within such time period, Sublessee shall be conclusively deemed to have waived the option to terminate hereunder. If the Condemnation Termination Option is available under the Master Leases, Sublessor shall also have the option to terminate this Sublease if (i) such taking or expropriation occurs during 40 the Primary or First Extended Term and Sublessee consents to such termination, or (ii) such 14 taking or expropriation occurs during the Second Extended Term and Sublessor pays to Sublessee the unamortized value of the permanent improvements to the Demised Premises made by Sublessee during the Initial Alterations. Sublessor may exercise such option by giving written notice to Sublessee within the time period provided in Exhibit C-4 for termination notice to Master Lessors. The foregoing notwithstanding, if the Master Lessor under either the Original Master Lease or the Addition Master Lease substitutes the equivalent and similarly improved lands as described in Exhibit C-4 and such substitution would render the "Tenant's" election to terminate under either Master Lease void, then Sublessor's or Sublessee's termination of this Sublease shall also be void. If this Sublease is terminated, Sublessee shall have an additional thirty (30) days, rent free, in which to remove its property from the Demised Premises in accordance with Section 17 and Sublessee shall be entitled to a pro rata refund of any Rent paid in advance. (b) In the event of an expropriation or taking and this Sublease is not terminated as hereinabove provided, then it shall continue as to that portion of the Demised Premises which is not expropriated or taken and, after restoration by Master Lessors as described in Exhibit C-4, Rent shall be reduced in the proportion that the ground floor area of the portion of the retail building on the Demised Premises so expropriated or taken, if any, shall bear to the total ground floor area of the retail building on the Demised Premises prior to such expropriation or taking. If this Sublease is not terminated and either Master Lessor fails to restore its respective portion of the Demised Premises as expressly required in Exhibit C-4, Sublessee shall have no right to terminate this Sublease but may bring suit, jointly with Sublessor or, with Sublessor's prior consent, unilaterally, against such Master Lessor to specifically enforce such obligation and Sublessor agrees upon request of Sublessee to assign to Sublessee, during the Sublease Term 1111 only, jointly the right which Sublessor may have under the Master Leases to specifically enforce such obligation. All decisions with regard to prosecution of such suit shall be made by Sublessee with notice to Sublessor. Rent shall abate in the same proportion and for the same time period as minimum rental under the Master Leases abates under Exhibit C-4. (c) Subject to the claims of the other owners, tenants and subtenants of the Shopping Center, Sublessee shall be entitled to make claim for any awards or damages to which Sublessor may be entitled under the provisions of the Master Leases set forth in Exhibit C-4, if any, as a result of the expropriation or taking of the Demised Premises. Sublessor hereby assigns to Sublessee any right, title or interest which Sublessor may or could have had in the awards or damages described in the preceding sentence. Sublessee acknowledges and agrees that it shall have no claim or right to any awards or damages for an expropriation or taking of any portion of the remainder of the Shopping Center other than the Demised Premises. 17. Surrender of Demised Premises. Upon the expiration or termination of the Sublease Term, the Demised Premises, together with all Alterations thereto, shall be surrendered to Sublessor "broom clean" and in good order, repair and condition, except for ordinary wear and tear. Prior to the expiration or termination date, Sublessee shall remove all personal property, fixtures and equipment placed or affixed on the Demised Premises (including signs and pylon or monument panels) by Sublessee, its assignees, sublessees, concessionaires or licensees, and repair all damage to the Demised Premises occasioned by removal; provided Sublessee shall not be Aik required to remove any improvements or fixtures which are deemed under applicable law to be a 15 1111 part of the real estate or which would cause substantial damage if removed, but Sublessee may, at its option, remove such improvements or fixtures if it repairs any damage to the Demised Premises arising from such removal. If Sublessee fails to remove from the Demised Premises the personal property, fixtures or equipment required hereunder to be removed or to repair the damage to the Demised Premises occasioned by such removal, then Sublessor may, for the account of Sublessee, remove and dispose of such personal property, fixtures and equipment and/or repair the damage caused by its removal. Sublessee covenants and agrees to pay the costs of such removal and repair within ten (10) days of receipt of a statement therefor from Sublessor. No such removal or disposal shall cause Sublessor to be the owner or converter of such personal property, fixtures or equipment. Title to all leasehold improvements, equipment, fixtures, and all other improvements made by Sublessee, its assignees, sublessees, concessionaires, or licensees shall remain in Sublessee. This Section shall survive the termination or expiration of this Sublease. 18. Sublessee's Default. (a) Events of Default. Any of the following occurrences, acts or omissions shall constitute an "Event of Default" under this Sublease: (i) Sublessee fails to pay any Rent or any other sum under this Sublease within five (5) days of Sublessee's receipt of notice from Sublessor; or (ii) Sublessee fails to observe or perform any other provision of this Sublease within twenty (20) days of Sublessee's receipt of notice from Sublessor or either Master Lessor, whichever occurs first (provided that if the failure cannot reasonably be cured within such 20-day period, then such failure shall not be deemed an Event of Default if Sublessee commences to cure within such 20-day period and proceeds diligently and in good faith thereafter to cure such failure • and does cure such failure within a reasonable time); or (iii) Sublessee fails to pay when due Rent or any other sum under this Sublease three (3) times in any twelve (12) month period; or (iv) Sublessee files a petition in bankruptcy or for reorganization, is adjudicated a bankrupt, becomes insolvent or makes an assignment for the benefit of creditors; or (v) a receiver or trustee is appointed for Sublessee or all or substantially all of Sublessee's assets, or for the Demised Premises or Sublessee's estate therein. (b) Notice to Terminate. If an Event of Default shall have happened and be continuing, Sublessor shall have the right to terminate this Sublease. Thereupon, the Sublease Term and the estate hereby granted shall expire and terminate as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Sublease Term, and all rights of Sublessee hereunder shall expire and terminate (but Sublessee shall remain liable as hereinafter provided), unless before such date all arrears in Rent and any other sums due hereunder shall have been paid in full and all Events of Default at the time existing under this Sublease shall have been fully remedied. 16 (c) Right to Re-enter. If an Event of Default shall have happened and be continuing, Sublessor shall have the right to re-enter and repossess the Demised Premises by 40 summary proceedings, ejectment or in any other lawful manner Sublessor determines to be necessary or desirable and shall have the right to remove all persons and property therefrom. Sublessor shall be under no liability by reason of any such re-entry, repossession or removal. No such re-entry or repossession of the Demised Premises shall be construed as an election by Sublessor to terminate the Sublease Term unless a notice of such intention is given to Sublessee pursuant to Section 18(b), or unless such termination is decreed by a court of competent jurisdiction. (d) Authority to Relet. At any time or from time to time after the re-entry or repossession of the Demised Premises pursuant to Section 18(c), Sublessor may (but shall be under no obligation to) relet the Demised Premises for the account of Sublessee, in the name of Sublessee or Sublessor or otherwise, without notice to Sublessee, for such term or terms and on such conditions and for such uses as Sublessor, in its absolute discretion, may determine. Sublessor may collect and receive any rents payable by reason of such reletting. Sublessor shall not be liable for any failure to relet the Demised Premises or for any failure to collect any rents due upon any such reletting. (e) Sublessee's Liability Continues. No expiration or termination of the Sublease Term pursuant to Section 18(b), or by operation of law or otherwise, and no re-entry or repossession of the Demised Premises pursuant to Section 18(c) or otherwise, and no reletting of the Demised Premises pursuant to Section 18(d) or otherwise, shall relieve Sublessee of its 411 liabilities and obligations hereunder, all of which shall survive such expiration, termination, re- entry, repossession or reletting. (f) Current Damages. In the event of any expiration or termination of the Sublease Term or re-entry or repossession of the Demised Premises by reason of the occurrence of an Event of Default, Sublessee will pay to Sublessor all Rent and other sums required to be paid by Sublessee to and including the date of such expiration, termination, re-entry or repossession; and thereafter Sublessee shall, until the end of what would have been the Sublease Term in the absence of such expiration, termination, re-entry or repossession, and whether or not the Demised Premises shall have been relet, be liable to Sublessor for, and shall pay to Sublessor, as liquidated and agreed current damages: (i) all Rent and other sums which would be payable under this Sublease by Sublessee in the absence of such expiration, termination, re-entry or repossession, less (ii) the net proceeds, if any, of any reletting effected for the account of Sublessee pursuant to Section 18(d), after deducting from such proceeds all Sublessor's expenses in connection with such reletting (including all repossession costs, brokerage commissions, attorneys' fees and expenses, employees' expenses, alteration costs and expenses of preparation for such reletting). Sublessee will pay such current damages on the days on which Rent would be payable under this Sublease in the absence of such expiration, termination, re-entry or repossession, and Sublessor shall be entitled to recover the same from Sublessee on each such day. I 17 • (g) Final Damages. At any time after any such expiration or termination of the Sublease Term or re-entry or repossession of the Demised Premises by reason of the occurrence of an Event of Default, whether or not Sublessor shall have collected any current damages pursuant to Section 18(0, Sublessor shall be entitled to recover from Sublessee, and Sublessee will pay to Sublessor on demand, as and for Iiquidated and agreed final damages for Sublessee's default and in lieu of all current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to: (i) all Rent and other sums which would be payable under this Sublease from the date of such demand (or, if it be earlier, the date to which Sublessee shall have satisfied in full its obligations under Section 18(f) to pay current damages) for what would be the then unexpired Sublease Term in the absence of such expiration, termination, re-entry or repossession, discounted at the rate of four percent (4%) per annum, less (ii) the then fair rental value of the Demised Premises (including Rent and all other sums payable under this Sublease), for the same period, discounted at the rate of four percent (4%) per annum. If any law shall limit the amount of such liquidated final damages to less than the amount above agreed upon, Sublessor shall be entitled to the maximum amount allowable under such law. (h) Additional Remedies; Right to Cure. In addition to the remedies set forth herein and at law or equity, if Sublessee shall fail to perform any obligation under this Sublease, then Sublessor may, but shall not be obligated to, with twenty (20) days prior written notice to Sublessee, and without waiving or releasing such obligation or the Event of Default, undertake such obligation and do all necessary work and make all necessary payments in connection • therewith for the account of Sublessee, and may enter the Demised Premises for such purpose. No such entry shall be deemed an eviction of Sublessee. Sublessee shall on demand pay to Sublessor within ten (10) days of receipt of a statement therefor, the amount so paid by Sublessor (including, without limitation, attorneys' fees and the reasonable cost of investigation), together with interest thereon at the annual rate of four percent (4%) above the prime rate last announced in the Wall Street Journal, or the highest rate permitted by law, whichever is less. If the amount set forth on the statement and interest thereon is not paid within such period, the amount of the statement, together with interest accrued, shall be considered a part of the next succeeding monthly Rent payment. If there shall occur an Event of Default under this Sublease, Sublessee shall pay to Sublessor, on demand, all expenses incurred by Sublessor as a result thereof, including, without limitation, attorneys' fees. 19. Holding Over. If Sublessee remains in occupancy of the Demised Premises beyond the expiration or termination of the Sublease Term, it shall remain solely as a subtenant from month-to-month and all provisions of this Sublease applicable to the Sublease Term shall remain in full force and effect, except that Rent shall be the greater of: the rentals and charges payable by Sublessor under the Master Leases during such hold-over period, or one hundred twenty-five i percent (125%) of the Rent in effect upon the expiration or termination date. In addition and not in lieu of the foregoing and following rights and remedies, if Sublessee remains in occupancy of the Demised Premises beyond the expiration or termination of the Sublease Term, Sublessee shall indemnify and hold harmless Sublessor from any claim, demand, liability, action, damage, loss, cost and expense (including, without limitation, actual attorneys' fees and costs) incurred as a • result of or arising out of such hold-over, including, without limitation, any costs or damages 18 claimed by either Master Lessor for the inability to lease the Demised Premises, or part thereof, or to restore the demising wall between the Original Space and the Addition. Nothing in this Section is intended or shall be construed to permit Sublessee to remain in occupancy of the Demised Premises beyond the expiration or termination of the Sublease Term or to waive any right or remedy of Sublessor as a result thereof. 20. Sublessor's Default. (a) If Sublessor shall be in default in the performance of any material obligation under this Sublease on the part of Sublessor to be performed and such default continues for a period of thirty (30) days after Sublessee's written notice to Sublessor specifying the nature of the default, then Sublessee may exercise any right or remedy it may possess at law or equity, which is not waived herein. If the default set forth in Sublessee's notice cannot reasonably be cured within thirty (30) days, then Sublessor shall not be deemed to be in default if Sublessor commences to cure within such 30-day period and proceeds diligently and in good faith thereafter to cure such default and does cure such default within a reasonable time. (b) If Sublessor shall default in the payment of the real estate taxes, common area maintenance charges or the minimum rentals which are the obligation of the Tenant under the Master Leases to be paid and such default continues beyond the period provided for cure under the Master Leases, then Sublessee may, in the time period provided in the respective Master Leases for the cure thereof, but after the continuance of such default for seven (7) days after Sublessor's receipt of notice thereof from Sublessee, pay such real estate taxes, common area maintenance charges or minimum rentals which are the obligation of the Tenant under the Master Leases, on behalf of and at the expense of Sublessor. If Sublessee so cures such default as above • provided, Sublessor shall, within ten (10) business days of Sublessor's receipt of written demand therefor from Sublessee, pay to Sublessee the amount so paid by Sublessee. If Sublessor fails to pay such sum to Sublessee within such 10-day period, Sublessee may deduct from monthly installments of Rent thereafter due to Sublessor the amount so paid by Sublessee, together with interest thereon at the rate of seven percent (7%) per annum, accruing from the end of such 10- day period until fully paid (or fully deducted from Rent as above provided). Provided the holder of a first mortgage on the Demised Premises or Shopping Center (or part of either) shall have notified Sublessee that it is such holder and shall so request, Sublessee shall give notice similar notice to such holder and such holder shall have an additional sixty (60) days following receipt of such notice within which to pay such defaulted real estate taxes, common area maintenance charges or minimum rentals which are the obligation of the Tenant under the Master Leases. 21. General Provisions Regarding Default. No right or remedy under this Sublease or at law or equity shall be exclusive of any other right or remedy but shall be cumulative. Failure to insist upon strict performance of any provision of this Sublease or to exercise anyright or remedy of this Sublease or at law or equity shall not constitute a waiver of any future performance. Receipt by Sublessor of any Rent or other sum payable under this Sublease with knowledge of an Event of Default or Sublessee's breach of this Sublease shall not constitute a waiver of such Event of Default or breach. No waiver by either party of any provision of this Sublease shall be deemed to have been made unless made in writing. Each party shall be entitled to injunctive relief in the event of violation or threatened violation of their material obligations hereunder beyond applicable • cure periods. Sublessee hereby waives and surrenders for itself and all those claiming under it, 19 including creditors of all kinds, any right and privilege which it or any of them may have to • redeem the Demised Premises or to have a continuance of this Sublease after expiration or termination of Sublessee's right of occupancy by order or judgment, any legal process or writ, or under the terms of this Sublease. 22. Mortgage Subordination. Upon request by Sublessor or either Master Lessor, Sublessee shall execute and deliver an agreement subordinating this Sublease and Sublessee's interest in the Demised Premises to any mortgage upon the Demised Premises or the Shopping Center (or part thereof) or to any mortgage of Sublessor's leasehold interest under the Master Leases; provided that the holder of such mortgage shall agree in writing not to disturb Sublessee's tenancy and all other rights under this Sublease, if there is no Event of Default beyond applicable cure periods under this Sublease. 23. Estoppel Certificates. Sublessee shall, from time to time, upon fifteen (15) days prior written request from Sublessor, cause to be executed, acknowledged and delivered a certificate stating that, to the best of Sublessee's knowledge and belief, this Sublease is unmodified and in full effect (or, if there have been modifications, that this Sublease is in full effect as modified and setting forth such modifications), the amount of Rent, the date through which Rent has been paid, and stating that, to the knowledge of the signer of such certificate, either no default exists under this Sublease or specifying each such default of which the signer has knowledge. • 24. Title and Condition. (a) The Demised Premises are subleased to Sublessee in their present condition by Sublessor, without representation or warranty, express or implied, subject and subordinate to the Easement Agreements and all other easements, restrictions, agreements and recorded matters, all taxes not yet payable, and all applicable zoning restrictions, regulations and ordinances and building restrictions and governmental regulations now or hereafter in effect. Sublessee has examined the title to the Demised Premises and the Common Areas and has found the same satisfactory. (b) Sublessor shall remove all of its signs, personal property and equipment from the Demised Premises prior to the Term Commencement Date. Subject only to the express obligation in the preceding sentence, BY EXECUTION OF THIS SUBLEASE, SUBLESSEE ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE DEMISED PREMISES AND THE SHOPPING CENTER. SUBLESSEE SHALL ACCEPT THE DEMISED PREMISES AND THE COMMON AREAS ON THE TERM COMMENCEMENT DATE IN THEIR THEN "AS IS" AND "WHERE IS" PHYSICAL AND ENVIRONMENTAL CONDITION AND HEREBY RELEASES AND DISCHARGES SUBLESSOR FROM ANY CLAIM, DEMAND, LIABILITY OR SUIT RELATED TO OR ARISING FROM THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE DEMISED PREMISES OR THE SHOPPING CENTER. SUBLESSEE ACKNOWLEDGES AND AGREES THAT NEITHER SUBLESSOR NOR ITS AGENTS OR EMPLOYEES HAS MADE ANY EXPRESS WARRANTY OR REPRESENTATION REGARDING THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE DEMISED PREMISES, THE COMMON AREAS OR THE SHOPPING CENTER, THE QUALITY OF MATERIAL OR WORKMANSHIP OF 20 THE DEMISED PREMISES, THE COMMON AREAS OR THE SHOPPING CENTER, 410 LATENT OR PATENT, OR THE FITNESS OF THE DEMISED PREMISES OR THE SHOPPING CENTER FOR ANY PARTICULAR USE OR PURPOSE AND THAT NO SUCH REPRESENTATION OR WARRANTY SHALL BE IMPLIED BY LAW, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY SUBLESSEE. (c) Sublessee acknowledges that Exhibit B is an approximation only of the buildings and improvements in the Shopping Center and that no representation or warranty, express or implied, is hereby made by Sublessor, its employees or agents, regarding the existence, location or size of any buildings or improvements in the Shopping Center or the location of the boundaries of the properties described in Exhibits A or A-1. 25. Representations and Warranties. (a) Sublessee represents and warrants to Sublessor that: (i) Sublessee is a corporation, duly organized, validly existing and in good standing under the laws of Minnesota and has the power to own its property and assets and carry on its business; (ii) the execution of this Sublease constitutes the binding obligation of Sublessee and has been authorized by Sublessee's Board of Directors; and (iii) the sublease of the Demised Premises will not conflict with or result in a breach of Sublessee's Articles of Incorporation or By- laws or any agreement to which Sublessee is a party or by which it may be bound, or violate any state or federal governmental law, statute, ordinance or regulation. (b) Sublessor represents and warrants to Sublessee that: (i) Sublessor is a corporation, duly organized, validly existing and in good standing under the laws of Michigan and has the power to own its property and assets and carry on its business; (ii) the execution of this Sublease constitutes the binding obligation of Sublessor and has been authorized pursuant to Sublessor's By-Laws; (iii) the sublease of the Demised Premises will not conflict with or result in a breach of Sublessor's Articles of Incorporation or By-laws or any agreement to which Sublessor is a party or by which it may be bound (including, without limitation, the Master Leases); (iv) as of the date hereof, Sublessor has not received any notice from the Master Lessors asserting that Sublessor is in default under the Master Leases which remains uncured; (v) to the best of Sublessor's knowledge, any underground waste oil storage tanks installed by Sublessor for the prior operation of its auto center on the Demised Premises were removed and disposed of in accordance with all then-applicable Legal Requirements; (vi) to Sublessor's knowledge based on actual review of the lease files contained in Sublessor's Real Estate Department in Troy, Michigan and not on any further or independent investigation, no events have occurred which, with the passage of time or the giving of notice or both, would constitute a default on the part of Sublessor under the Master Leases; and (vii) Sublessor's lease files contained in its Real Estate Department in Troy, Michigan do not contain any written notice of any violation by the Demised Premises of applicable Legal Requirements which remains uncured. 26. Limited Covenant of Quiet Enjoyment. For so long as Sublessee timely and fully pays, performs and abides by all of the terms, conditions, covenants, rentals, sums, obligations, warranties and representations of this Sublease on Sublessee's part to be paid, performed or observed, then Sublessor covenants that Sublessee shall have peaceable and quiet enjoyment of the Demised Premises free from molestation from Sublessor and any person or entity claiming by ip 21 or through Sublessor, including Master Lessor; provided the foregoing shall not limit the affect or modify the interpretation of Section 24, the provisions of which Section 24 shall supersede and control this Section 26. 27. Master Leases and Master Lessors. (a) Without Sublessee's prior written consent, Sublessor will not enter into any agreement with the Master Lessors under the Master Leases whereby Sublessor releases, merges, surrenders, waives or in any material manner modifies any of its rights or remedies under the Master Leases to the extent the foregoing would materially and adversely affect the rights, remedies or obligations of Sublessee under this Sublease; provided that Sublessor shall be entitled to exercise the Casualty Termination Option or the Condemnation Termination Option, as provided herein; and provided further, however, that Sublessor may terminate the Master Leases if Sublessor simultaneously assigns this Sublease to either Master Lessor and such Master Lessor agrees to assume and be bound by all of the terms, obligations and conditions of this Sublease, and in such case, Sublessee hereby agrees to attorn to such Master Lessor as the "Sublessor" under this Sublease. Sublessor shall promptly provide Sublessee with copies of all notices, demands, statements and other communications Sublessor receives from the Master Lessors with respect to the Master Leases to the extent that the same describe any default or breach under the Master Leases or the Easement Agreements or materially affect any right, remedy or obligation of Sublessee under this Sublease. Sublessor agrees to perform its obligations under the Master Leases to the extent the same are not also the obligation of Sublessee under this Sublease. Sublessor will not commit any act or fail to take any act which would constitute a default under the Master Leases permitting the Master Lessors thereunder to • terminate the Master Leases, unless such action, failure to act or default arises out of or is related to any breach or default by Sublessee or an'Event of Default under this Sublease. (b) In the event that one or both of the Master Lessors shall file for bankruptcy protection at any time during the Sublease Term, Sublessor agrees to promptly forward to Sublessee all written notices regarding such bankruptcy. Sublessor agrees that, without Sublessee's prior consent or advise, Sublessor shall make no decision in such bankruptcy proceeding if such decision would adversely and materially affect the rights, remedies or obligations of Sublessee under this Sublease (such decisions being in the nature of remaining in possession of the Demised Premises, terminating either or both of the Master Leases, or terminating this Sublease); provided that, in any event, Sublessor shall be entitled to make any claim in such bankruptcy proceeding for monetary damages or for breach or default under the Master Leases without Sublessee's prior consent or advise. Sublessee's consent and advise shall not be unreasonably withheld or conditioned and shall be deemed given if Sublessee fails to respond within five (5) business days of request by Sublessor for such consent or advise. (c) Sublessor hereby assigns to Sublessee the rights of first refusal ("ROFR") which Sublessor has under the Original Master Lease and the Addition Master Lease (excluding any option to purchase not conditioned on the Master Lessor's receipt of a third party offer). If Sublessor receives notice of any such offer for which a ROFR applies, Sublessor shall forward such notice to Sublessee. If Sublessee exercises the applicable ROFR or ROFRs, then, on the date of Sublessee's acquisition: (i) Sublessor and Sublessee shall enter into an agreement terminating the Master Lease or Master Leases to which the exercised ROFR or ROFRs applied, 22 (ii) if both ROFRs are exercised, Sublessor and Sublessee shall enter into an agreement. terminating this Sublease or, if one ROFR is exercised, Sublessor and Sublessee shall enter into an amendment of this Sublease to delete the premises demised under the Master Lease to which the exercised ROFR relates and related changes; and (iii) each party shall release the other party as to any rights or obligations under the terminated Master Lease or Master Leases. (d) If the Master Lessor under the Original Master Lease breaches the express representation in the Original Master Lease set forth in attached Exhibit C-5A or the Master Lessor under the Addition Master Lease breaches the express representation in the Addition Master Lease set forth in attached Exhibit C-5B, Sublessee shall have no right to terminate this Sublease but may bring suit, jointly with Sublessor or, with Sublessor's prior written consent, unilaterally, against such breaching Master Lessor for such damages as Sublessee may have incurred as a result of such breach, subject to, in addition to such other claims and defenses the Master Lessors may have, such defenses as may exist elsewhere in the Master Leases. Sublessor agrees, upon request of Sublessee, to assign to Sublessee, during the Sublease Term only, jointly the foregoing right or claim which Sublessor may have under the Master Leases to such damages. 28. Notices, Demands and Other Instruments. All notices, demands or other communications given pursuant to this Sublease shall be in writing and shall be deemed given on the date mailed if mailed by nationally recognized overnight courier or by registered or certified mail, return receipt requested, with postage prepaid if: (a) when mailed to Sublessor, it is addressed to Sublessor at its address set forth above, marked "Attention: Vice President - Real Estate" and (b) when mailed to Sublessee, it is addressed to Sublessee at its address set forth') above. The parties may specify any other address in the United States with fifteen (15) days' notice. 29. Separability. If any provision of this Sublease or its application to any person or circumstance shall be declared invalid or unenforceable, the remaining provisions of this Sublease, or the application of such provision to persons or circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby and each provision shall be valid and enforceable to the extent permitted by law. 30. Binding Effect. Subject to the terms and restrictions of Section 14 and this Section, all provisions contained in this Sublease shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of Sublessor and Sublessee. The covenants and obligations of Sublessor under this Sublease shall not be binding upon the Sublessor herein named or any subsequent sublessor with respect to any period subsequent to the transfer of all its interests in the Demised Premises, and, in the event of any such transfer, Sublessee agrees to look solely to the transferee for the performance of any term, covenant, obligation, warranty or representation of Sublessor hereunder, but only with respect to the period beginning with such transfer and ending with a subsequent transfer of such interest. If Sublessor shall acquire a fee interest in the Shopping Center, this Sublease shall continue as a direct lease between Sublessor, as landlord, and Sublessee, as tenant. • 23 • 31. Interpretation, Amendment and Modification. This Sublease shall be interpreted under the laws of Minnesota. The recitals to this Sublease are hereby incorporated in this Sublease. The Section and subsection captions are for the convenient reference of the parties only and are not intended to and shall not be deemed to modify the interpretation of the Section or subsection from that which is indicated by the text of the Section or subsection alone. All of the representations, warranties and indemnities contained in this Sublease shall survive indefinitely the expiration or termination of this Sublease. This Sublease is the product of negotiation and the parties agree that it shall be interpreted in accordance with its fair and apparent meaning and not for or against either party. This Sublease contains the entire agreement between the parties with respect to the Demised Premises and all prior negotiations or agreements, whether oral or written, are superseded and merged herein. This Sublease may not be changed or amended except by a writing duly authorized and executed by the party against whom enforcement is sought. 32. Force Majeure. Whenever a day or time period is provided herein within which either party hereto is required to do, complete or perform any act, matter or thing, the time for doing, completing or performing thereof shall be extended by a period of time equal to the number of days on or during which such party is prevented from or is unreasonably interfered with the doing, completing or performing of such act, matter or thing because of strikes or labor strife (but not lockouts), the unavailability of labor or materials due to embargoes or adverse weather conditions, wars, insurrections, rebellions or declaration of national emergencies (to the extent the previous four causes occur on or within the immediate vicinity of the Demised Premises), fire or other casualty (if not caused by such party's negligence or intentional or • reckless act or omission), acts of God, or other causes beyond such party's reasonable control using due diligence to avoid or minimize the effects of any such cause; provided lack of funds or any financial incapacity or hindrance shall not be deemed a cause permitting delay under this Section in doing, completing or performing any such act, matter or thing; and provided further that nothing in this Section is intended nor shall it be expressly or impliedly construed to excuse the payment to Sublessor of any Rent or other sum due hereunder or to extend the time or date by or on which Sublessee is required under this Sublease to pay to Sublessor any Rent or other sum hereunder. 33. Master Lessors Exculpation. Anything to the contrary notwithstanding in this Sublease, Sublessee acknowledges and agrees that the covenants in the Master Leases and this Sublease to be performed by Master Lessors (or either of them) shall not be binding personally, but instead, such covenants are made for the purpose of binding only the fee simple, beneficial or leasehold estate which such Master Lessors own in the Demised Premises. 34. Brokers. Except for Cambridge Commercial Realty (the fee or commission for whom, if any, under the Commercial Listing Agreement, between Sublessor and the aforementioned party, shall be Sublessor's responsibility) and Corporate Real Estate, Inc. and Edina Realty (which represented Sublessee as brokers in this transaction and who have agreed with Cambridge Commercial Realty to share the fee or commission, if any, payable by Sublessor under the above-referenced Commercial Listing Agreement), Sublessor and Sublessee covenant and represent to each other that no parties are entitled to be paid a fee or commission in 0 connection with the transaction contemplated by this Sublease. If any individual or entity 24 (including, without limitation, the parties named above) shall assert a claim to a finder's fee or • commission as a broker or a finder, then the party who is alleged to have retained such individual or entity or whose acts, omissions or representations are alleged to give rise to such claim shall defend (with counsel reasonably acceptable to the indemnified party), indemnify and hold harmless the other party from and against any such claim and all costs, expenses, liabilities and damages incurred in connection with such claim or any action or proceeding brought thereon. 35. Memorandum of Sublease. This Sublease shall not be recorded. If a party records this Sublease, it shall be a default hereunder by such party. Sublessor and Sublessee shall, simultaneously with execution of this Sublease, enter into a mutually acceptable short form memorandum of this Sublease and Sublessee shall record the memorandum. Sublessee shall pay any cost to record the memorandum and any transfer, conveyance or similar tax due as a result of the subleasing of the Demised Premises or the recording of the memorandum. [Intentionally Blank; Signature Page Follows] I 25 IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be executed • as of the date first above written. WITNESSED: KMART CORPORATION, a Michigan corporation("Sublessor") By: Its: ANDERSEN CORPORATION, a Minnesota corporation("Sublessee") By: Its: President io And: Its: Secretary BL-269674-6* RAL-11335-4837 (01/12/99) 'Note version 5 was skipped inadvertently I 26 EXHIBIT "C" • Sublessee's Improvements • • 1 % WATSO CENTERNS, r@anvg , ) 1 O eze INC. 3033 Excelsior Blvd.,Suite 420,Minneapolis,MN 554164676 612/9205034 FAX 612/920-5438 September 10, 1998 Mr. Tom Melena _ City Administrator City of Oak Park Heights PO Box 2007 Oak Park Heights, MN 55082 Re: St. Croix Mall Dear Mr. Melena: Enclosed is Oak Park Partners' proposal for redevelopment of the Kmart site at the St. Croix Mall. The proposal has been developed with the aid of Mr. James Casserly and you may direct questions to Mr. Casserly at 885-1296 or to Brad Henning at 920-5034. Also enclosed is a check to the City of Oak Park Heights in the amount of$3,000. It is our understanding that this is not an escrow account but that this fee is to be used to defer city expenses in analyzing our proposal. Additional expenses incurred in the de- velopment of the proposal would be rolled into the cost of the proposal in whatever form it might take. Sincerely, WATSON CENTERS, INC. .;./. .......7e.,,,,e, Brad Henning BH: pcc Enclosure: Check BH980910.1 KRASS MONROE , P . A . ATTORNEYS AT L A W • James R.Casserly Email jamesc@krassmonroe.com www.krassmonroe.com Direct Dial(612)885-1296 MEMORANDUM To: City of Oak Park Heights Attn: Thomas Melena, City Administrator Attn: Mayor David Schaaf From: James R. Casserly, Esq. Greg D. Johnson, CPA Date: September 4, 1998 Re: Redevelopment of K-Mart Site in St. Croix Mall Our File No. 9896-1 Over the last several weeks there has been a number of communications between representatives of the City of Oak Park Heights and the principals and representatives of St. Croix Mall. The City has indicated a willingness to assist the St. Croix Mall but is concerned that parking and transportation issues are not being addressed. The City has also represented that the 20 years of tax increment which are needed to assist with the redevelopment is simply too long. Because the City's cost of money is considerably lower than the Redeveloper's cost of money, the City has indicated it may be willing to issue debt and provide up-front assistance. Given the concerns of the City and the needs of the Redeveloper, we offer the following proposal as a way to advance this project: 1. The City would acquire the Kentucky Fried Chicken site (the "Chicken Site"). The structure on the Chicken Site would be leveled and the space would be used for parking. The acquisition of the Chicken Site would enhance the visibility of the Mall and would provide necessary parking space. 2. The Mall would swap parkinspaces the City currently needs for the proposed frontage road(the "Frontage Road"). The Frontage Road would be most important in addressing traffic circulation problems on the south side of Highway 36 and would promote the City's long term transportation plan. SUITE 1100 SOUTHPOINT OFFICE CENTER•1650 WEST 82ND STREET•BLOOMINGTON,MINNESOTA 55431-1447 TELEPHONE 612/885-5999•FACSIMILE 612/885-5969 3. The City would provide $900,000 to the Redeveloper to assist the Redeveloper with the acquisition of the old K-Mart Site, the demolition of the improvements on the site and the preparation of the site for redevelopment. Having the up-front assistance greatly helps the Redeveloper who was previously contemplating the use of a pay-as-you-go revenue note over a 20 year period. The revenue note was to bear interest at 8%. However, up-front funds greatly reduce the risk for all the participants and the City, and the City's cost of money will be substantially less than 8%. As our cash flows and present value analysis indicate, even at 8% there is almost$900,000 in present value after 10 full tax increment years. To further secure the City,the assistance could be provided in three installments: 1/2 after the foundation is laid for the new theater facility; and 1/2 upon the issuance of the Certificate of Occupancy for the new theater facility Depending upon the configuration of the project area and the tax increment district, it may even be possible for the City to utilize tax increment to help defray the cost of purchasing the Chicken Site and constructing the Frontage Road. We would appreciate having an opportunity to meet with you regarding this proposal. These projects do require some months to plan and we would certainly appreciate meeting with you in the near future to determine how we might proceed with this redevelopment project. Thank you for your attention to these matters. cc: Watson Centers, Inc. Attn: Bradley A. 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MUNICIPAL BONDS EXCLUSIVELY 114 EAST SEVENTH STREET SAINT PAUL, MINNESOTA 55101 TELEPHONE 612/298-1500 December 18, 1978 ` ' Mayor and City Council 0 u Oak Park Heights, Minnesota RE: $2,000,000 COMIEERCIAL DEVELOPMENT REVENUE BONDS C" tj CITY OF OAK PARK HEIGHTS, MINNESOTA (K-MART PROJECT) Gentle-men: At your request I have made a study of the proposal submitted by Dougherty, Dawkins, Strand & Eckstrom, Inc. , Investment Bankers of Minneapolis, for their proposed K-Mart project to be financed under M.S.A. , Chapter 474. I have only one suggestion to be made within the preliminary resolution; that is to list Dougherty, Dawkins, Strand & Eckstronu, Inc. , as a comanager of the underwriting. Because this project is being underwritten by Zappela & Company, Inc. , of Pittsburgh and because the approving attorneys are also from Pittsburgh, I feel that a local underwriter should lend its name to a Minnesota offering. It is my understanding that these bonds will be registered in Minnesota and other states to be sold as a public offering. It is also my understanding that the underwriters' tentative timetable includes a final resolution and the marketing program to take place sometime in February. Because of the complexity of this type of issue, I strongly urge that the City request that Mr. Eckberg and myself be involved in the review of all of the docu- mentation as it becomes available. It is my recommendation that the City grant preliminary approval to this project. If you have any questions, please do not hesitate to call. { Very truly yours, JURAN & DY IN . Ste -, J. -ttson Vi President SJM/eh I Presentation Al W. THE CITY COUNCIL OAK PARK HEIGHTS, MINNESOTA I I I I CONSTRUCTION OF A IK mart STORE DEVELOPMENT I I 1 I 1 ZAPPALA& COMPANY, INC. IInvestment Banking 1 IA PRESENTATION PREPARED IFOR OAK PARK HEIGHTS, MINNESOTA PRESENTED TO THE CITY COUNCIL OF OAK PARK HEIGHTS, MINNESOTA The Honorable Donald Mondor,Mayor Ken Heuer,Clerk-Treasurer John Groth John Lang Richard Seggelke R.S.Torgerson and to Lyle J. Eck berg, Esquire,City Attorney 1 TO CONSIDER CONSTRUCTION OF A K mart STORE DEVELOPMENT I I ZAPPALA & COMPANY, INC. Investment Banking 1046 Union Trust Building Pittsburgh,Pennsylvania 15219 (412) 263-3440 t 1 INTRODUCTION The location of a shopping center in a community results in the creation of multiple benefits for that community. Some of Ithe more obvious benefits include the following: 1. A SHOPPING CENTER, BY DEFINITION, IS JOB INTENSIVE. This proposed shopping center develop- ment will result in the hiring of some 60 persons at an annual payroll of some$500,000. 2. THE SALES TAX REVENUE IS SUBSTANTIAL. Proceeds to the State of Minnesota will exceed $120,000 annually. The sales tax revenue is all the more vital in the present economic environment because its escalating nature provides the State a real hedge against inflation. 3. THE REAL ESTATE TAX IMPACT IS SIGNIFICANT. Revenue generated by this shopping center will exceed $30,000 annually. In light of the bond financing approach to this project, in-lieu-of real estate taxes will be paid by the tenants of the shopping center. 4. LOCAL CONTRACTORS AND SUB-CONTRACTORS WILL BE PUT TO WORK. One of the most seriously affected industries in this time of inflation and recession • has been the contracting industry. A shopping center of this nature will literally create job opportunities for local individuals involved in those industries. 5. LOCAL BANKS WILL BE EMPLOYED AS TRUSTEE FOR THE BOND ISSUE AND DEPOSITORS FOR ITHE SHOPPING CENTER'S PROCEEDS. 11 I 1 The legality of such bond issuance is clear, and found in legislative enactment of the State of Minnesota. By asking the City of Oak Park Heights to issue development revenue bonds, Iwe are not asking the City or the State of Minnesota to incur any expenses or any liability. The City of Oak Park Heights incurs no legal liability by authorizing issuance of development revenue Ibonds. The purchasers of the bonds have legal recourse, in case of default, only to the tenant of the project and the situs and Ibuilding thereon. The issuance of development revenue bonds does not create a tax break to the K mart Corporation,the investor developer,or I any tenant locating in the shopping center at present or in the future. The interest on the bonds is tax free to the purchaser of I the bonds, and it is only in that sense that there is a tax ad- vantage involved. I The concept of bond issuance is to stimulate economic growth in a community, create new jobs and generally broaden a community's economic base. All of these purposes are clearly and effectively served by the herein proposed project. I 1. 60 jobs, with a payroll of approximately $500,000. Since the life of the K mart lease will be 25 years, the total impact will be $12,500,000 I2. Real estate taxes approximated at a conservative $30,000 per year, for the 1 25 year life of the K mart lease, results in $ 750,000 7 I3. The sales tax impact calculated at $120,000 per year for 25 years to the State, results in a total benefit of another $ 3,000,000 The total economic benefit of this g project results in the generation, to *-Oak Park Heights and the State, of $16,250,000 I I I I r- I I... A project such as this creates a ripple effect throughout the economic stream in any given community. For example, in the case of this proposed K mart project,there are general areas in which probable benefits will inure to the municipality. Benefits will generally be felt by other businesses in the . I area, such as restaurants, motels, places of entertainment; etc. Likewise, benefits will be felt by the local newspapers in the form of increased advertising revenue; by the local banks - first, as Trustee for the bond issue and second, as the bank chosen as depository for the store's receipts;additionally, banks and similar institutions will benefit by way of increased savings I accounts, checking accounts, etc. from these additional employees. I A further benefit to the community is that a revenue bond issue, such as this, usually replaces on the tax rolls a property which had produced little, if any, real estate tax revenues, with a property generating greatly increased real estate revenues. It is important to remember that the assessed valuation within the municipality is affected and, thus, brings benefits by way of increasing the valuation upon which the community's general obligation debt is rated. In other words, chances of increasing the rating on the municipality's own 5 bond indebtedness rises as non-real estate properties are added to the tax rolls. 111 I I I I I I I i PROJECT ff- 1 III IPROPERTY The subject property consists of approximately 4.0 acres of land I located adjacent to the St. Croix Mall on the corner of U. S. Highway 212 and Osgood Avenue in Oak Park Heights, Minnesota. IFACILITIES AND IMPROVEMENTS The facilities will consist of a one-story department store building Iapproximately 248 feet wide by 224 feet deep, containing a floor area of approximately 55,552 square feet, with an attached garden shop approximately 42 feet by 96 feet, containing a floor area of approxi- Imately 4,032 square feet. The facilities will be fully heated and air- conditioned for comfort, and sprinklered for safety. In the public areas, the ceilings will be acoustically tiled and the floor covered with a resilient Iflooring material. On-site improvements will include: I (a) paved parking area to accommodate at least 330 standard sized Iautomobiles; (b) concrete safety bumpers at the paving perimeters, as required; I (c) storm water collection system; 1 (d) points of ingress and egress as approved by the State Highway Department;and I (e) landscaping. Off-site improvements will include: I (a) The areas of storm drainage facilities, highway access, sanitary system, electrical system, and water service facilities for both Iconsumption and fire protection. I u r ESTIMATED COST OF THE PROJECT The estimated costs are as follows: • Land acquisition, building costs, including on and off-site improvements Bond Interest Reserve Cost of Financing Bond Discount TOTAL $2,000,000 Costs are estimated based on similarj roects. Exact costs p would be determined prior to closing and would be documented, but are not expected to exceed $2,000,000. JOB IMPACT It is projected that the Project will create approximately 60 new jobs, at an estimated annual payroll of approximately $500,000. REAL ESTATE TAX IMPACT It is projected that, upon completion of the Project facilities, approximately $30,000 per annum will be generated for the local governmental bodies by way of real estate taxes. COMPLETION DATE The completion date of the Project is projected for the Summer of 1979. I I 1 I I IAPPLICATION OF BOND PROCEEDS iI _ a The Bond proceeds will be used to finance the cost of the Project, in whole or in part, including the cost of acquiring real estate, interest in real estate, construction of the K mart Corporation building, and the making of other improvements and to pay expenses incidental thereto, I The proceeds- of this Bond issue will be applied to the costs of the Project in the categories as separately recited herein, but will be administered and disbursed pursuant to the terms of I the Installment Sale Agreement and Indenture, under the super- vision of the Trustee Bank. I I I •I I I I I I I I I CONSTRUCTION I I The construction of the facilities will be by a general I contractor and involve approximately ten (10) major sub- contractors. Thecontractor's and/or sub-contractor's perfor- mance will be bonded by acceptable surety companies as to I completion, performance and payment to the extent of one hundred percent of the construction cost. I The construction will be in strict accordance with all applicable zoning and subdivision regulations. Adequate water and sewer services are available, or will be made available, at the I site. There will be maintained in effect a policy of builder's Irisk insurance upon all the work done and material furnished to the limits of one hundred percent of the insurable value, naming the community and the Trustee bank as insureds, as their interests Imay appear. There will also be provided full insurance coverage for damage of, theft to, or loss of equipment and material while I on the site, as well as general comprehensive liability insurance protecting against injuries to persons and damage to property at limits of $1,000,000.00 - $3,000,000.00, naming the com- Imunity and Trustee bank as additional insureds. I I I I I I I CITY OF OAK PARK HEIGHTS WASHINGTON COUNTY, MINNESOTA Resolution No. RESOLUTION APPROVING A K mart PROJECT AS A COMMERCIAL DEVELOPMENT PROJECT AND GIVING PRELIMINARY APPROVAL TO THE PROPOSED PROJECT TO BE ACQUIRED AND FINANCED UNDER THE MUN- ICIPAL INDUSTRIAL DEVELOPMENT ACT, AND AUTH- ORIZING THE SUBMISSION OF AN APPLICATION TO THE COMMISSIONER OF SECURITIES FOR HIS AP- PROVAL THEREOF. WHEREAS, Financial Properties Developers, Inc. has presented a proposal to consider the construction of a K mart store development within the City of Oak Park Heights (the "Project"), to be financed by the issuance of Indus- trial Development Revenue Bonds of the City of Oak Park Heights; and WHEREAS, it appears from the presentation that the construction of the Project will promote the economic well-being and commerce of the City of Oak Park Heights; and WHEREAS, the City of Oak Park Heights is empowered under the Municipal Industrial Development Act of the State of Minnesota to undertake said Project. THE CITY OF OAK PARK HEIGHTS RESOLVES: 1. The Project is hereby given preliminary approval as a Commercial Development Project to be undertaken, by the City of Oak Park Heights at a cost estimated to be approximately $2,000,000. 2. Upon submission by Zappala & Company, Inc., of a firm proposal to purchase Industrial Development Revenue Bonds, in form and substance satis- factory to the City Council of the City of Oak Park Heights, the City will enter into a contract with Financial Properties Developers, Inc. to and will issue its Industrial Development Revenue Bonds. 3. Nothing in this Resolution nor in the contract to be presented in accordance with Section 2 of this Resolution shall be deemed to authorize a pledge of the general credit or the taxing power of the -City of Oak Heights, Minnesota and any bonds issued in furtherance of this Resolution shall be payable only out of revenues derived from the Project. 4. In accordance with Section 474.01, Subdivision 7a, Minnesota Statutes, the Mayor and City Clerk-Treasurer and City Attorney are hereby auth- orized and directed to submit the proposal for the Project to the State Com- missioner of Securities and request his approval thereof, and the Mayor,.City Clerk-Treasurer, City Attorney, members of the Council, and other officers, em- ployees and agents of the City, are hereby authorized to provide the Commissioner with such preliminary information as he may require and to take all other actions thereafter to effectuate the issuance of the Bonds. 5. Financial Properties Developers, Inc. has agreed to pay any and all costs incurred by the City in connection with the Project whether or not the Project is approved by the Commissioner and whether or not the Project is carried to completion. The above and foregoing Resolution was offered at a regular meeting 'the City Council held on the day of ,1978, by Alderman who moved its adoption and was seconded by Alderman and was adopted by the following vote: AYES: NAYS: Whereupon the above and foregoing Resolution was duly declared adopted on said , 1978. CITY OF OAK PARK HEIGHTS By (CITY SEAL) Mayor Attest: Clerk-Treasurer 2. 1 I THE LEASE I The following is a general purpose summary of certain pro- visions of the Lease between the Owner-Developer, as Landlord, and the K mart Corporation, as Tenant. ITERM: The Term of the Lease commences on the date upon which the Tenant shall open for business or on the date which shall be sixty (60) days after the date upon which Tenant's building and all other improvements, have been completed in accordance with - the applicable plans "and specifications and appropriate certifica- tions to that effect are obtained, and shall terminate twenty-five (25) years from the last day of the month in which the term ill commenced. OPTIONS: 11 The Tenant isp iven the option to extend the term of the 9 Lease for an additional period coinciding with and terminating• Iupon the due date of the latest maturing bond coupon issued here- - under, if beyond the term of the Lease upon the same terms and ii conditions, together with the option to extend the term for ten (10) successive periods of five (5) years. I TAXES AND ASSESSMENTS: Tenant has agreed to pay all taxes and assessments and other I governmental impositions and charges of every kind and nature whatsoever which are levied or assessed against the Demised Premises during the Lease term. COMPLETION: I Landlord has agreed to complete Tenant's building and site improvements in accordance with a set of plans and specifications which have been approved by the Landlord and the Tenant. I I I I I GUARANTEE: IThe Landlord has unconditionally guaranteed all of the Landlord's work against defects in workmanship and material for Ia period of one (1) year from the date of completion of the Project. IREPAIRS AND MAINTENANCE: Tenant has agreed to make and pay for such repairs and I maintenance it deems necessary to keep the Demised Premises in good .order and repair. Landlord has no responsibility beyond the guarantee. 111 ALTERATIONS AND ADDITIONAL CONSTRUCTION: Tenant reserves the right to construct additional buildings upon the Demised Premises and to make any alterations to the building or buildings, with the right to raze any building, provided I such razed building is replaced, at Tenant's expense,with a structure of equal or greater value. IUTILITIES: Tenant has agreed to pay all charges for utility services fur- 1 nished to the Demised Premises during the Lease Term. INSURANCE: ITen nt is required to insure the building against damage or destruction by fire and other casualties under a standard extended Icoverage insurance policy to an amount not less than ninety (90%) percent of the replacement value of the buildings above the foun- dation walls. 1 FIRE AND OTHER CASUALTY: ITenant has agreed to repair, rebuild and restore the Demised Premises if damaged or destroyed by fire or other casualty; pro- I vided that if over fifty (50%) percent destruction occurs to the Demised Premises during the last five (5) years of the lease term, Tenant may elect to terminate the Lease on the condition that Ithe Bonds issued hereunder are redeemed. I I • I IEMINENT DOMAIN: IIf all of the Tenant's building, or if all the points of ingress and egress to the public roadways are taken by eminent domain, the Lease shall terminate. If more than ten (10%) percent of the I building or more than ten (10%) percent of the total land is taken by eminent domain, the Tenant has the right to terminate the Lease. In the event of any taking resulting in the termination of I the Lease, Tenant has agreed to yield its claim for any damages to the repayment of the Bonds. IINDEMNITY: Tenant has agreed to indemnify and save Landlord, the City I and the Trustee harmless from and against all penalties, claims or demands arising out of Tenant's use of the Demised Premises, in- cluding any liability, loss and expense with respect to any injury Iand/or damage to persons or property. DEFAULT: IThe Landlord, in the event of a default or violation of the covenants or conditions in the Lease by the Tenant, may termi- nate the Lease after notice and have all remedies of default as stated in the Lease. 1 1 1 I I I . I 1 I 1 CONSTRUCTION ADVANCE AGREEMENT 111 The Construction Advance Agreement (Advance Agreement) will constitute an agreement between Trustee bank, F-R-A Associates, Inc., and Owner-Developer, to be consented to by the Growth Corporation, which will control advancements and disburse- ments from the construction fund (Bond issue). 1 The construction fund is to be disbursed from time to time by the Trustee as work progresses upon written application and 1 certification made by the Owner-Developer to F-R-A with F-R-A's consent thereto made to the Trustee. Disbursements are autho- rized to the following categories: (i) land rent during construction, 1 (ii) insurance premiums, filing and recording fees, (iii) site grading, paving and utilities, (iv) off-site improvements, (v) amounts payable to contractors and suppliers, (vi) the fees of the Trustee and F-R-A, Iand (vii) cost of financing. Disbursement of land rent, insurance premiums, filing and recording fees, cost of financing and the fees of the Trustee and F-R-A are authorized disbursements when incurred and as approved mi by F-R-A. The amounts payable to contractors and suppliers for . the cost of the Improvements, as well as site grading, paving, utilities and off-site improvements are authorized, subject to the approval of F-R-A, only to the extent of no more than ninety (90%) percent Iof such cost until final disbursement. Final disbursement is authorized, subject to the approval of 1 F-R-A, only upon final completion of the Improvements, the un- conditional acceptance thereof by the Occupant, and the delivery of appropriate certifications of completion with regard to the Im- 1 provements, all in form and substance satisfactory to F-R-A,together with such other requirements as F-R-A may reasonably require. I I t I I IF-R-A ASSOCIATES, INC. F-R-A Associates, Inc. (F-R-A) is a Pennsylvania corporation v p havings its executive offices at 1046 Union Trust Building, I Pittsburgh, Pennsylvania. The principals and sole stockholders of F-R-A are Richard A. Zappala, Esquire, President, and Ronald A. Rosenfeld, Executive Vice President. I II The business of F-R-A is generally in the area of Financial Review and Administration. F-R-A has been staffed with in-house Iattorneys, in addition to the principals, and an engineering depart- ment, They will review, typically, leases, construction contracts, title reports, performance bonds, guarantees and agreements and Iconstruction work in progress. Specifically, as it relates to the subject Project, it has re- Iviewed matters related to title, as well as the Lease, Construction Contract, Performance Bonds, Insurance Policies, and the closing I documents. It will review and inspect construction in progress and the requests for advances out of the Construction Fund made by the Owner-Developer. It will approve such advances, when it is I satisfied that the work has been performed by the Owner-Developer and that there are sufficient funds available for the completion of the Project remaining in the Construction Fund. IIt will be 'a further responsibility of F-R-A to ascertain that the project facilities are finally completed in accordance with the requirements of the Occupant and all applicable ordinances, laws and regulations and that the Occupant is in full occupancy of the facilities under the terms of the Lease and has commenced payment I of the full rentals thereto prior to approval of any final disbursement out of the Construction Fund to the Owner-Developer. I Il I I 111 1 I OWNER - DEVELOPER Financial Properties Developers, Inc., is a wholly owned subsidiary of Abrams Industries, Inc., a publicly owned I construction, manufacturing and real estate company. Financial Properties Developers, Inc. is responsible for all activities involved in the development, management and ownership of real estate Iproperties. Financial Properties Developers,-Inc.; and its predecessor III companies, have successfully developed properties for such major national and regional retailers as K mart Corporation, Zayre, W. T. Grant Company, Food Fair Stores, Colonial Stores, Inc., tEckerd Drugs, Kroger Company and others. Approximately 5 years ago, the company determined that of all these retailers, the most active and viable was K mart Corporation. Since that time, it has concentrated its efforts on the development of shop- ping centers with a K mart store as an anchor tenant. Many of these centers also included supermarkets and other retail shops. Chief Executive Officer: Arthur Heyman, President IPrincipal Contact: > James T. Murphy, Vice-President I Company Counsel: Henry Rogers, Esq. Smith, Cohen, Ringel, Kohler & Martin I 2400 1st National Bank Tower Atlanta, Georgia 30303 (404) 658-1200 1 Certified Public Accountant: Touche Ross& Company 225 Peachtree Street, N. E. l Suite 1400 Atlanta, Georgia 30303 (404) 522-6823 1 I 1 1 OCCUPANT The occupant of the Project facilities will be the K mart Corporation. The K mart Corporation is a nationally reknowned I general merchandise company, having its general headquarters in Troy, Michigan. It will operate the facilities as part of its K mart program, a program of quality merchandise at discount prices. I The Project, and the Growth Corporation's interest therein, will be fully and adequately insured by appropriate policies of fire insurance. A summary of the K mart Lease and financial infor- 1 mation on K mart is enclosed. I The K mart Corporation (formerly S. S. Kresge Company) is one of the major retailers in the world with 1,782 stores in the United States, Canada, Australia and Puerto Rico. IThere are 1,367 K marts. They are one floor department stores, generally free-standing units, in suburban areas. Although I the company opened eight K marts in the 40,000 square foot range in smaller cities in 1974, most K marts range in size from 65,000 square feet to 96,000 square feet, of which about 78% is selling Iarea. . A K mart provides a full department store range of first Iquality merchandise. Lower selling prices are achieved by fast inventory turnover, the elimination of limited-appeal or fringe items, low overhead and the use of self-service, central checkout I operations. The company operates 329 Kresge and 86 Jupiter stores. IKresge stores are variety stores and Jupiter stores are very limited- line discount stores converted from former Kresge stores. IK mart provides equal employment opportunity in all of its operations and in all areas of employment practice regardless I of race, color, sex, age, religion or national origin. The company has designed and is implementing programs pursuant to this pol- icy and its commitment of equal opportunity. 1 Based upon the company's Employer Information Report EEO-1 for 1977, in the report category of "officials and managers", I there are 31,656 persons of which 46.5% are females and minorities. I I 1 1 EXCERPTS FROM ' K mart CORPORATION ' 1977 ANNUAL REPORT 1 ' 1977 HIGHLIGHTS 1 1 1 1 I Kmart Corporation I 10-YEAR FINANCIAL SUMMARY SUMMARY OF OPERATIONS 1977 1976 (Millions) I Sales $9,941 $8,382 Licensee fees and rental income 123 101 Cost of merchandise sold 7,383 6,222 I Advertising 240 191 Interest expense—net 12 8 Selling, general and administrative expenses 1,851 1,564 I Income before taxes 578 498 Income from retail operations 301 266 Net income 303 267 STATISTICAL INFORMATION I Earnings Per Common and Common Equivalent Share $ 2.43 $ 2.15 Return on Sales I Income before taxes 5.8% 5.9% Income from retail operations 3.0 3.2 Net income 3.0 3.2 I Sales Analysis (Millions) K mart $9,447 $7,870 Kresge and Jupiter 494 512 $9,941 $8,382 I U.S. $9,064 $7,552 Foreign 877 830 $9,941 $8,382 I Stores in Operation K mart 1,367 1,206 Kresge 329 349 I Jupiter 86 91 1,782 1,646 U.S. 1,582 1,458 I Foreign 200 188 1,782 1,646 Selling Area Square Feet (Millions) K mart 82.8 74.6 Kresge and Jupiter 5.3 5.7 88.1 80.3 t Employee Compensation & Benefits, Per Sales Dollar 14.3 14.3 Financial Ratios Current Ratio 2.0 2.0 I Inventories/net working capital 1.7 1.6 Return on assets (beginning) 10.6 11.2 Return on stockholders' equity (beginning) 21.0 22.3 I Common Stock Market Data Price range—high 40% 43 3/4 —low 253/4 311/4 ' P/E Ratio (average) 13 18 Book value 13.87 11.90 Dividends declared .56 .32 Dow-Jones Ind. Index—high 1000 1014 I —low 801 858 A - 1 Data reflects a change in accounting for leases in 1977 only (see Financial stock splits and reclassification ol state and local income taxes. I r _ II 1975 1974 1973 1972 1971 1970 1969 1968 $6,798 $5,536 $4,633 $3,837 $3,100 $2,559 $2,185 $1,732 85 76 69 65 62 53 45 36 I 5,053 4,248 3,504 2,900 2,328 1,937 1,659 1,304 157 137 107 90 68 65 54 35 12 21 13 8 9 9 8 4 1,255 1,013 822 694 569 466 395 328 406 193 256 210 188 135 114 97 209 102 136 115 96 67 54 48 201 105 138 117 98 68 54 48 $ 1.64 $ .87 $ 1.15 $ 1.00 $ .85 $ .62 $ .52 $ .46 I6.0% 4.5% 5.5% 5.5% 6.17 5.3% 5.7% 5.6% 3.1 1.8 2.9 3.0 3.1 2.6 2.5 2.8 3.0 1.9 3.0 3.1 3.2 2.7 2.5 2.8 $6,273 $5,002 $4,101 $3,288 $2,557 $2,014 $1,640 $1,201 525 534 532 549 543 545 545 531 I $6,798 $5,536 $4,633 $3,837 $3,100 $2,559 $2,185 $1,732 $6,108 $4,968 $4,207 $3,490 $2,812 $2,329 $1,994 $1,582 690 568 426 347 288 230 191 150 I $6,798 $5,536 $4,633 $3,837 $3,100 $2,559 $2,185 $1,732 935 803 673 580 486 411 338 273 I 380 422 460 487 520 116 539 566 593 98 101 111 116 123 118 116 1,413 1,326 1,244 1,183 1,122 1,073 1,022 982 I 1,233 1,158 1,091 1,034 978 937 892 862 180 168 153 149 144 136 130 120 1,413 1,326 1,244 1,183 1,122 1,073 1,022 982 60.3 52.6 44.3 37.7 31.4 26.1 20.8 16.5 6.1 6.8 7.4 7.8 8.2 8.5 8.8 9.0 I 66.4 59.4 51.7 45.5 39.6 34.6 29.6 25.5 14.3 14.5 14.4 14.6 14.5 14.7 14.5 14.7 I2.0 2.3 1.9 1.9 2.1 2.2 1.6 1.8 1.5 1.3 1.7 1.6 1.4 1.2 1.8 1.5 10.6 6.3 9.9 10.5 10.4 8.5 8.3 9.0 I 19.8 11.3 17.3 20.9 20.9 18.3 17.0 17.3 35% 3818 51 Vs 4918 33 78 1918 20% 151/2 t 20% 18'/a 28'/a 31'/z 18'/a I1'/s 12% 8`/s 18 33 34 41 31 24 32 26 9.93 8.45 7.73 6.70 5.03 4.24 3.56 3.09 24 .22 .20 .173 .167 .147 .133 .113 I 881 891 1051 1036 950 842 968 985 632 577 788 889 797 631 769 825 I Statements-Note G), the adoption of LIFO in 1974, all poolings-of-interests, A -2 I CONSOLIDATED BALANCE SHEETS 1 January 25, January 26, I Assets 1978 1977 Current Assets: , Cash $ 102,535,000 $ 106,225,000 Certificates of deposit 17,750,000 23,655,000 Marketable securities, at cost approximating market 190,926,000 282,158,000 t Accounts receivable 58,564,000 66,190,000 Merchandise inventories 2,148,645,000 1,738,262,000 Operating supplies and prepaid expenses 33,691,000 32,588,000 I Total current assets 2,552,111,00 2,249,078,000 Investment in and Advances to Insurance Operations 57,890,000 47,464,000 Other Assets and Deferred Charges 50,192,000 45,379,000 1 Receivables from Sub-Tenants under direct financing leases 12,495,000 Fixed Assets, at cost: I Land 34,062,000 28,409,000 Buildings 88,602,000 89,782,000 Leasehold improvements 93,777,000 84,328,000 Furniture and fixtures 761,066,000 662,916,000 , Construction in progress 40,763,000 8,229,000 1,018,270,000 873,664,000 Less—Depreciation and amortization 404,311,000 350,013,000 ' Total fixed assets owned 613,959,000 523,651,000 Leased property under capital leases 141,463,000 Total fixed assets 755,422,000 523,651,000 i $3,428,110,000 $2,865,572,000 Liabilities I Current Liabilities: Portion of long-term debt due within one year $ 1,381,000 $ 1,388,000 Obligations under capital leases due within one year 3,027,000 I Accounts payable—trade 870,039,000 761,511,000 Accrued taxes, other than U.S. and foreign income taxes 99,368,000 79,328,000 Accrued payrolls and other liabilities 184,830,000 175,043,000 I Dividends payable 17,031,000 9,696,000 U.S. and foreign income taxes 104,008,000 108,068,000 Total current liabilities 1,279,684,000 1,135,034,000 Deferred Gain on Sales and Leasebacks 7,770,000 8,073,000 t Deferred U.S. and Foreign Income Taxes 71,385,000 61,026,000 Long-Term Debt, less portion due within one year 210,798,000 210,858,000 ' Obligations Under Capital Leases, less portion due within one year 152,113,000 Minority Interest in Australian Subsidiary 18,543,000 8,788,000 Stockholders' Equity: Common stock 121,650,000 121,205,000 I Capital in excess of par value 219,722,000 208,998,000 Income retained for use in the business 1,346,445,000 1,111,590,000 Total stockholders' equity 1,687,817,000 1,441,793,000 ' $3,428,110,000 $2,865,572,000 See Notes to Consolidated Financial Statements. 1 A -3 IK mart Corporation I CONSOLIDATED STATEMENTS OF INCOME Fiscal Year Ended January 25, January 26, I1978 1977 Sales $ 9,941,398,000 $8,381,879,000 ILicensee fees and rental income 123,059,000 101,724,000 Interest income 10,979,000 10,968,000 10,075,436,000 8,494,571,000 ICost of merchandise sold (including buying and occupancy costs) 7,382,900,000 6,222,265,000 Advertising 239,820,000 190,952,000 Selling, general and administrative expenses 1,851,359,000 1,564,064,000 Interest expense 23,163,000 19,350,000 9,497,242,000 7,996,631,000 IIIncome before estimated income taxes 578,194,000 497,940,000 Estimated income taxes: U.S. 222,051,000 198,236,000 I Foreign 15,109,000 12,253,000 State and local 31,909,000 16,252,000 II Tax effects of timing differences 8,146,000 4,969,000 277,215,000 231,710,000 Income from retail operations 300,979,000 266,230,000 INet income from insurance operations 1,940,000 344,000 Net income for the year $ 302,919,000 $ 266,574,000 Earnings per common and common equivalent share $2.43 $2.15 1 CONSOLIDATED STATEMENTS OF INCOME I RETAINED FOR USE IN THE BUSINESS I Fiscal Year Ended January 25, January 26, 1978 1977 I Income retained for use in the business at beginning of year $ 1,111,590,000 $ 883,756,000 Net income for the year 302,919,000 266,574,000 Cash dividends declared-560 and 32¢, respectively (68,064,000) (38,740,000) IIncome retained for use in the business at end of year $ 1,346,445,000 $1,111,590,000 I See Notes to Consolidated Financial Statements. A -4 Kmart Corporation 1 CONSOLIDATED STATEMENTS OF CHANGES 1 IN FINANCIAL POSITION 1 Fiscal Year Ended January 25, January 26, 1 1978 1977 Financial Resources Were Provided by: Net income for the year $302,919,000 $266,574,000 Add (deduct) income charges (credits) not affecting working capital— ' Depreciation and amortization: Leased property under capital leases 2,101,000 Fixed assets owned 64,513,000 55,877,000 1 Increase in deferred U.S. and foreign income taxes 10,359,000 9,959,000 Undistributed net income from insurance operations (1,940,000) (344,000) Other (12,219,000) (5,134,000) Working capital provided by operations 365,733,000 326,932,000 1 Obligations incurred under capital leases 155,960,000 Proceeds from sale of fixed assets 6,582,000 4,018,000 Sale of common stock under stock option and purchase plans 11,169,000 16,134,000 1 Other 25,152,000 9,064,000 564,596,000 356,148,000 Financial Resources Were Used for: I Additions to fixed assets: Leased property under capital leases 143,564,000 Purchase of fixed assets owned 161,996,000 123,166,000 1 Increase in receivables from sub-tenants under direct financing leases 12,396,000 Cash dividends declared 68,064,000 38,740,000 Increase in investment in and advances to insurance operations 8,535,000 6,660,000 I Reduction in long-term debt and lease obligations, 5,602,000 1,388,000 Other 6,056,000 12,885,000 406,213,000 182,839,000 Increase in Working Capital $158,383,000 $173,309,000 I Analysis of Changes in Working Capital: Increase (decrease) in current assets— 1 Cash and certificates of deposit $ (9,595,000) $ (3,632,000) Marketable securities (91,232,000) 34,458,000 Accounts receivable (7,626,000) 14,900,000 1 Merchandise inventories 410,383,000 357,793,000 Operating supplies and prepaid expenses 1,103,000 877,000 303,033,000 404,396,000 111 Increase (decrease) in current liabilities— Long-term debt due within one year (7,000) 22,000 Obligations under capital leases due within one year 3,027,000 Accounts payable—trade 108,528,000 197,385,000 Accrued taxes, other than U.S. and foreign income taxes 20,040,000 2,452,000 Accrued payrolls and other liabilities 9,787,000 63,992,000 I Dividends payable 7,335,000 2,458,000 U.S. and foreign income taxes (4,060,000) (35,222,000) 144,650,000 231,087,000 Increase in Working Capital $158,383,000 $173,309,000 I See Notes to Consolidated Financial Statements. A -5 I TIM4Form 2263.9/71 City of Oak Park Heights,. Minnesota ALTA COMMITMENT - 1970 Rev.11 ISSUED THROUGH THE OFFICE OF: TITLE INSURANCE COMPANY OF MINNESOTA St Paul Abstract and Title Division Application No. 98532 SCHEDULE A 24 East Fourth Street St. Paul, Minnesota 55101 1. Effective Date: August 16 , 1979 at 7 A.M. 2. Policy or Policies to be issued: "ALTA" OWNER'S POLICY Form B-1970- -Amended 10-17-70 $ 2, 000, 000. 00 Proposed Insured: City of Oak Park Heights, Minnesota "ALTA" LOAN POLICY 1970 Rev. (A) $ 2, 000, 000 . 00 1'roposedLisured: (B) $ 2 ,000 , 000. 00 (A) First Trust Company of Saint Paul, Trustee and/or FinancialRProperties Developers, Inc. 3. The estate or interest ihBt'he Ian llcote cribeclnor're ierred to indt/asr rt i f ititaalndPACWRF rer ipea topers, simple, and title thereto is at the effective date hereof vested in: Inc. Financial Properties Developers, Inc. 4. The land referredto in this Commitment is described as follows: WASHINGTON COUNTY, MINNESOTA See attached for Legal Description Abstract Property Oak Park Heights, MN SCHEDULE B In addition to the Standard Exceptions and Conditions and Stipulations recited on the face of this Com- mitment and the Conditions and Stipulations and Exclusions from Coverage in the Company's usual form of policy, the land referred to is, as of the effective date hereof, subject to the following: 1. General taxes payable in the year 1979 in the amount of $1, 132 . 86 , PAID IN FULL. (61401-2250) 2. Certified and Pending Assessments in the City of Oak Park Heights, Certificate requesting same sent Aug. 23, 1979. This has not been returned to us yet. Check with us before closing. 3. Easement for Transmission lines and related purposes in favor of Northern States Power Company as contained in Book 297 of Deeds, on page 115. NOTE: The Company certifies that the planned improvements as shown on proposed Site Plan prepared by Columbian Engineering and Services, Inc. drawn August 30, 1977, revised May 11, 1978 are acceptable to Northern States Power Company. 4. Restrictions contained in lease with Red Owl Stores, Inc. filed August 23, 1967 , in Book 16 of Miscellaneous page 240 that no portion of the shopping center premises except that leased to Red Owl shall be used in any manner for the sale of food products for consumption on or off of the premises during the term of the lease and any extensions thereof. Said restriction shall apply especially, but not exclusively, to grocery stores, bakeries, delicatessens, meat markets, dairy or milk stores etc. , as such Restrictions are modified by Agreement dated April 16 , 1979, recorded April 18, 1979, as Document No. 389049. See page 2 TIM Form 2263 9/71 ` CO Y AMERICAN LAND TITLE ASSOCIATION COMMITMENT - 1970 Rev. • TITLE INSURANCE COMPANY OF MINNESOTA a Stock Company of Minneapolis,Minnesota TITLE INSURANCE COMPANY OF MINNESOTA, a Minnesota corporation,herein called the Company, for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A, upon payment of the premiums arcs charges therefor; all subject to the provisions of Schedules A and B and to the Conditions and Stipula- tions hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate six months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. CONDITIONS AND STIPULATIONS 1. The term "mortgage", when used herein, shall include deed of trust, trust deed, or other security in- strument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure of the proposed Insured to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and the Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies corn- mitted for in favor of the proposed Insured which are hereby incorporated by reference and made a part of this Commitment except as expressly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. STANDARD EXCEPTIONS In addition to the matters contained in the Conditions and Stipulations and Exclusions from Coverage above referred to, this Commitment is also subject to the following: A. Facts which would be disclosed by a comprehensive survey of the premises herein described. B. Rights and claims of parties in possession. C. Mechanics', Contractors' or Materialmen's liens and lien claims, if any,where no notice thereof appears of record. D. Any change in title occurring subsequent to the effective date of this Commitment and prior to the date of issuance of the TITLE POLICY. IN WITNESS WHEREOF, Title Insurance Company of Minnesota has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A, to be valid when countersigned by a validating officer or other authorized signatory. TITLE INSURANCE COMPANY OF MINNESOTA • •President 'Counter '. e.: • A • ali ating a jir Secretary page 2 'Schedule B continued 5. Subject to that certain St. Croix Mall Real Estate Development Agreement dated April 17, 1979, recorded April 18, 1979, as Document No. 389052 . For particulars, see attached Exhibit "A" . 6. Easement agreement dated April 17, 1979, recorded April 18, 1979, as Document No. 389057. For particulars, see attached Exhibit "B" . ,.7. Easement Agreement dated April 17, 1979, recorded April 18 , 1979, as Document No. 389054. For particulars, see attached Exhibit "C" . 8 . Title of City of Oak Park Heights to be established of record. ♦ Legal Description Lot 6 , Block 1, St. Croix Mall P.U.D. according to the plat thereof on file and of record in the Office of the County Recorder, Washington County, Minnesota, more particularly described as follows: That part of the Northwest Quarter of the Northeast Quarter of Section 4, Township 29 North, Range 20 West, in the City of Oak Park Heights, Washington County, Minnesota, described as follows: Commencing at the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4; thence South 1 degree 54 minutes 06 seconds East, assumed bearing, along the West line of said Northwest Quarter of the Northeast Quarter a distance of 405. 00 feet; thence North 89 degrees 15 minutes 24 seconds East a distance of 260. 00 feet to the POINT OF BEGINNING of the land to be described; thence South 1 degree 54 minutes 06 seconds East,, parallel with the West line of said Northwest Quarter of the Northeast Quarter, a distance of 135. 00 feet; thence North 89 degrees 15 minutes 24 seconds East, a distance of 63. 27 feet; thence South 1 degree 23 minutes 45 seconds East, a distance of 428 . 48 feet; thence South 88 degrees 05 minutes 54 seconds West, a distance of 319. 42 feet, to the West line of said Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said West line a distance of 375. 00 feet to a point in the West line of said Northwest Quarter of the Northeast Quarter distance 600 . 00 feet South of the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4; thence North 89 degrees 15 minutes 24 seconds East, a distance of 30 . 01 feet to an intersection with a 30 feet East of, measured at a right angle to and parallel with said West line of the Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said parallel line, a distance of 195. 00 feet to an intersection with a line bearing South 89 degrees 15 minutes 24 seconds West from the POINT OF BEGINNING; thence North 89 degrees 15 minutes 24 seconds East, a distance of 229. 99 feet to the POINT OF BEGINNING. Together with the rights, easements and privileges created for and benefiting the above-described property under that certain real estate development agreement dated April 17, 1979 and recorded April 18, 1979 as Document No. 389052 , and those certain easement agreements dated April 17, 1979 and recorded April 18, 1979 as Document Nos. 389057 and 389054. TIM Form 2263 9/71 CO AMERICAN LAND TITLE ASSOCIAVY NCOMMITMENT - 1970 Rev. TITLE INSURANCE COMPANY OF MINNESOTA a Stock Company of Minneapolis,Minnesota TITLE INSURANCE COMPANY OF MINNESOTA, a Minnesota corporation,herein called the Company, for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A, upon payment of the premiums ar,i charges therefor; all subject to the provisions of Schedules A and B and to the Conditions and Stipula- tions hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by. subsequent endorsement. This Commitment is preliminary to .the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate six months after the effective date hereof.or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. CONDITIONS AND STIPULATIONS • 1. The term "mortgage", when used herein, shall include deed of trust, trust deed, or other security in- strument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, g Y the Company shall be relieved from liabilityfor anyloss or damage resulting from•any act of reliance hereon • l Y f? to the extent the Company is prejudiced by failure of the proposed Insured to so disclose such knowledge. If the proposed Lisured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and • such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good aith (a) to comply with the requirements hereof or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and the Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies com- mitted for in favor of the proposed Insured which are hereby incorporated by reference and made a part of this Commitment except as expressly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. STANDARD EXCEPTIONS In addition to the matters contained in the Conditions and Stipulations and Exclusions from Coverage above referred to, this Commitment is also subject to the following: A. Facts which would be disclosed by a comprehensive survey of the premises herein described. B. Rights and claims of parties in possession. C. Mechanics', Contractors' or Materialmen's liens and lien claims, if any,where no notice thereof appears - of record. D. Any change in title occurring subsequent to the effective date of this Commitment and prior to the date of issuance of the TITLE POLICY. IN WITNESS WHEREOF, Title Insurance Company of Minnesota has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A, to-be valid when countersigned by a validating officer or other authorized signatory. TITLE INSURANCE COMPANY OF MINNESOTA • • • President Counter c kali acing 0 \ S4cretary TIM form 2263-9/71 City of Oak Park Heigh±s,j Minnesota ALTA COMMITMENT - 1970 Rev. ISSUED THROUGH THE OFFICE OF: TITLE INSURANCE COMPANY OF MINNESOTA St Paul Abstract and Title Division Application No. 98532-A SCHEDULE A 24 East Fourth Street • St. Paul, Minnesota 55101 1. Effective Date: August 16 , 1979 at 7 A.M. 2. Policy or Policies to be issued: - ° "ALTA" OWNER'S POLICY Form B-1970- -Amended 10-17-70 $ Proposed Insured: "ALTA" LOAN POLICY 1970 Rev. $ 2, 000, 000. 00 Proposed Insured: First Trust Company of Saint Paul, Trustee and/or Financial Properties Developers, Inc. 3. The estate or interest in the land described or referred to in this Commitment and covered herein is a fee simple, and title thereto is at the effective date hereof vested in: Financial Properties Developers, Inc. 4. The land referred to in this Commitment is described as follows: WASHINGTON COUNTY, MINNESOTA See attached for Legal Description Abstract Property Oak Park Heights, MN SCHEDULE B In addition to the Standard Exceptions and Conditions and Stipulations recited on the face of this Com- mitment and the Conditions and Stipulations and Exclusions from Coverage in the Company's usual form of policy,the land referred to is, as of the effective date hereof, subject to the following: 1. General taxes payable in the year 1979 in the amount of $1, 132. 86, PAID IN FULL. (61401-2250) 2. Certified and Pending Assessments in the City of Oak Park Heights, Certificate requesting same sent Aug. 23, 1979. This has not been returned to us yet. Check with us before closing. 3. Easement for Transmission lines and related purposes in favor of Northern States Power Company as contained in Book 297 of Deeds, on page 115. NOTE: The Company certifies that the planned improvements as shown on proposed Site Plan prepared by Columbian Engineering and Services, Inc. drawn August 30 , 1977, revised May 11, 1978 are acceptable to Northern States Power Company. 4. Restrictions contained in lease with Red Owl Stores, Inc. filed August 23, 1967, in Book 16 of Miscellaneous page 240 that no portion of the shopping center premises except that leased to Red Owl shall be used in any manner for the sale of food products for consumption on or off of the premises during the. term of the lease and any extensions thereof. Said restriction • shall apply especially, but not exclusively, to grocery stores, bakeries, delicatessens, meat markets, dairy or milk stores etc. , as such Restrictions are modified by Agreement dated April 16 ,1979, recorded April 18, 1979, as Document No. 389049. See page 2 i -41 • page 2 • Schedule B continued 5. Subject to that certain St. Croix Mall Real Estate Development Agreement dated'_April 17, 1979, recorded April 18 , 1979, as Document No. 389052 . For particulars, see attached Exhibit "A" . 6 . Easement agreement dated April 17, 1979, recorded April 18 , 1979, as Document No. 389057 . For particulars, see attached Exhibit "B" . 7. Easement Agreement dated April 17, 1979, recorded April 18, 1979, as Document No. ' 389054 . For particulars, see attached Exhibit "C" . • 8. Title of City of Oak Park Heights to be established of record. • Legal Description • Lot 6 , Block 1, St. Croix Mall P .U.D. according to the plat thereof on file and of record in the Office of the County Recorder, Washington County, Minnesota, more particularly described as follows : That part of the Northwest Quarter of the Northeast Quarter of Section 4 , Township 29 North, Range 20 West, in the City of Oak Park Heights, Washington County, Minnesota, described as follows: Commencing at the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4; thence South 1 degree 54 minutes 06 seconds East, assumed bearing, along the West line of said Northwest Quarter of the Northeast Quarter a distance of 405 . 00 feet; thence North 89 degrees 15 minutes 24 seconds East a distance of 260 . 00 feet to the POINT OF BEGINNING of the land to be described; thence South 1 degree 54 minutes 06 seconds East, parallel with the West line of said Northwest Quarter of the Northeast Quarter, a distance of 135. 00 feet; thence North 89 degrees 15 minutes 24 seconds East, a distance of 63. 27 feet; thence South 1 degree 23 minutes 45 seconds East, a distance of 428 . 48 feet; thence South 88 degrees 05 minutes 54 seconds West, a distance of 319. 42 feet, to the West line of said Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said West line a distance of 375 . 00 feet to a point in the West line of said, Northwest Quarter of the Northeast Quarter distance 600. 00 feet South of the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4 ; thence North 89 degrees 15 minutes 24 seconds East, a distance of 30 . 01 feet to an intersection with a line 30 feet East of, measured at a right angle to and parallel with said West line of the Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said parallel line , a distance of 195 . 00 feet to an intersection with a line bearing South 89 degrees 15 minutes 24 seconds West from the POINT OF BEGINNING; thence North 89 degrees 15 minutes 24 seconds East, a distance of 229. 99 feet to the POINT OF BEGINNING. Together with the rights, easements and privileges created for and benefiting the above-described property under that certain real estate development agreement dated April 17 , 1979 and recorded April 18, 1979 as Document No. 389052 , and those certain easement agreements dated April 17, 1979 and recorded April 18, 1979 as Document Nos. 389057 and 389054 . TIM Form 2263 9/71 AMERICAN LAND TITLE ASSOCCIIAT�ON COMMITMENT - 1970 Rev. TITLE INSURANCE COMPANY OF MINNESOTA a Stock Company of Minneapolis,Minnesota TITLE INSURANCE COMPANY OF MINNESOTA, a Minnesota corporation,herein called the Company, for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A, upon payment of the premiums and charges therefor; all subject to the provisions of Schedules A and B and to the Conditions and Stipula- tions hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate six months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies isnot the fault of the Company. CONDITIONS AND STIPULATIONS 1. The term "mortgage", when used herein, shall include deed of trust, trust deed, or other security in- strument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure of the proposed Insured to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included tinder the definition of Insured in the form of policy or policies committed for and only ingood aith (a) to comply with the requirements for actual loss incurred in reliance hereon in undertaking- p y eq hereof or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and the Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies com- mitted for in favor of the proposed Insured which are hereby incorporated by reference and made a part of this Commitment except as expressly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must he based on and are subject to the provisions of this Commitment. STANDARD EXCEPTIONS In addition to the matters contained in the Conditions and e Stipulations and Exclusions from Coverage g above referred to, this Commitment is also subject to the following: A. Facts which would be disclosed by a comprehensive survey of the premises herein described. B. Rights and claims of parties in possession. C. Mechanics', Contractors' or Materialmen's liens and lien claims, if any,where no notice thereof appears of record. D. Any change in title occurring subsequent to the effective date of this Commitment and prior to the date of issuance of the TITLE POLICY. IN WITNESS WHEREOF, Title Insurance Company of Minnesota has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A, to be valid when countersigned by a validating officer or other authorized signatory. TITLE INSURANCE COMPANY MINNESOTA OF President • w `Cojter ei: ali utng 0 ��� Secretary TIM Form2263-9171City of Oak Park Heights,;, Minnesota AN'A COMMITMENT - 1970 Rev. ISSUED THROUGH THE OFFICE OF: TITLE INSURANCE COMPANY OF MINNESOTA I St Paul Abstract and Title Division Application No. 98532—B SCHEDULE A 24 East Fourth Street • St. Paul, Minnesota 55101 1. Effective Date: August 16, 1979 at 7 A.M. 2. Policy or Policies to be issued: "ALTA" OWNER'S POLICY Form B-1970- -Amended 10-17-70 $ Proposed Insured: "ALTA" LOAN POLICY 1970 Rev. $ 2, 000,000. 00 Proposed Insured: Mellon Bank, N.A. and/or Financial Properties Developer, Inc. 3. The estate or interest in the land described or referred to in this Commitment and covered herein is a fee simple, and title thereto is at the effective date hereof vested in: Financial Properties Developers, Inc. • 4. The land referred to in this Commitment is described as follows: WASHINGTON COUNTY, MINNESOTA See attached for Legal Description Abstrac t Property . Oak Park Heights, MN SCHEDULE B In addition to the Standard Exceptions and Conditions and Stipulations recited on the face of this Corn- mitment and the Conditions and Stipulations and Exclusions from Coverage in the Company's usual form of policy, the land referred to is, as of the effective date hereof, subject to the following: 1. General taxes payable in the year 1979 in the amount of $1,132.86, PAID IN FULL. (61401-2250) 2. Certified and Pending Assessments in the City of Oak Park Heights, Certificate requesting same sent Aug. 23, 1979. This has not been returned to us yet. Check with us before closing. 3. Easement for Transmission lines and related purposes in favor of Northern States Power Company as contained in Book 297 of Deeds, on page 115. NOTE: The Company certifies that the planned improvements as shown on proposed Site Plan prepared by Columbian Engineering and Services, Inc. drawn August 30, 1977, revised May 11, 1978 are acceptable to Northern States Power Company. 4. Restrictions contained in lease with Red Owl Stores, Inc. filed August 23, 1967, in Book 16 of Miscellaneous page 240 that no portion of the shopping center premises except that leased to Red Owl shall be used in any manner for the sale of food products for consumption on or off of the premises during the term of the lease and any extensions thereof. Said restriction shall apply especially, but not exclusively, to grocery stores, bakeries, delicatessens, meat markets, dairy or milk stores etc. , as such Restrictions . are modified by Agreement dated April 16, 1979, recorded April 18, 1979, as Document No. 389049. See page 2 page 2 Schedule B continued 5. Subject to that certain St. Croix Mall Real Estate Development Agreement dated April 17, 1979, recorded April 18 , 1979, as Document No. 389052 . For particulars, see attached Exhibit "A" . • 6 . Easement agreement dated April 17, 1979, recorded April 18, 1979, as Document No. 389057 . For particulars, see attached Exhibit "B" . 7. Easement Agreement dated April 17 , 1979, recorded April 18 , 1979, as Document No. 389054 . For particulars, see attached Exhibit "C" . 8. Title of City of Oak Park Heights to be established of record. Legal Description Lot 6 , Block 1, St. Croix Mall P.U.D. according to the plat thereof . on file and of record in the Office of the County Recorder, Washington ► County, Minnesota, more particularly described as follows: ti That part of the Northwest Quarter of the Northeast Quarter of Section 4 , Township 29 North, Range 20 West, in the City of Oak Park Heights, Washington County, Minnesota, described as follows: Commencing at the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4; thence South 1 degree 54 minutes 06 seconds East, assumed bearing, along the West line of said Northwest Quarter of the Northeast Quarter a distance of 405. 00 feet; thence North 89 degrees 15 minutes 24 seconds East a distance of 260..00 feet to the POINT OF BEGINNING of the land to be described; thence South 1 degree 54 minutes 06 seconds East, parallel with the West line of said Northwest Quarter of the Northeast Quarter, a • distance of 135. 00 feet; thence North 89 degrees 15 minutes 24 seconds East, a distance of 63. 27 feet; thence South 1 degree 23 'minutes 45 seconds East, a distance of 428 . 48 feet; thence South 88 degrees 05 minutes 54 seconds West, a distance of 319. 42 feet, to the West line of said. Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said West line a distance of 375. 00 feet to a point in the West line of said Northwest Quarter of the Northeast Quarter distance 600 . 00 feet South of the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4 ; thence North 89 degrees 15 minutes 24 seconds East, a distance of 30 . 01 feet to an intersection with a line 30 feet East of , measured at a right angle to and parallel with said West line of the Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said parallel line, a distance of 195. 00 feet to an intersection with a line bearing South 89 degrees 15 minutes 24 seconds West . from the POINT OF BEGINNING; thence North 89 degrees 15 minutes 24 seconds East, a distance of 229. 99 feet to the POINT OF BEGINNING. Together with the rights, easements and privileges created for and benefiting the above-described property. under that certain real estate development agreement dated April 17 , 1979 and recorded April 18, 1979 as Document No. 389052, and those certain easement agreements dated April 17, 1979 and recorded April 18, 1979 as Document Nos. 389057 and 389054 . March 11, 1980 Stillwater Gazette Stillwater, Mn. 5'082 Gentlemen: Please publish the following public hearing notice on or before March 14, 1980, NOTICE OF PUBLIC HEARING CITY OF OAK PARK HEIGHT'S NOTICE IS HEST GIVEN that a Public Hearing is scheduled for Monday, March 24th at 6:43 P.M. at the Oak Park Heights Municipal Building, 14168 57th St. No. The hearing has been called to coneider amendments to the Zoning and Subdivision Ordinances for the allowance of division of duplex's to quad aminium property under Section 401.02 and 401.3. Also to include Sections 1. 0. 2 and Section 3. All written and oral test eonr will be considered, Very truly yours La Yonne Wilson, Clerk-Treasurer City of Oak Park Heights LW/lw _ l Frbruory 19, 1980 Mr. Jim Lammers Attorney at Law Eckborg, Lamson, Briggs & Wolff 126 South 2nd Shoot Stiliwetor, Minaes©to 55012 RE: Oak Park Heights Zoning/Subdivision Ordianca Amend,nonts Filo No: 791.02 Door Jim: Moose review the amendments which we are proposing relative to Oak Park Heights Zoning and Subdivision Ordinance. These should be Nokia Into account as part of the roccdification meow. Viry truly yours, NORTHWEST ASSOCIATED CONSULTANTS, INC. Davidk Licht,h t - CP ah , Ai President iRl/rui cat Lyle Eckberg Mark Vi.riing vi aVorme Wilson • J" rib `\\ 4820 Minolta* ilaulevord, Suite 420 9254420 Xxxxacx*XXXxXXKXxncxxrc MOM== 1111/1F THWEST ASSOCIATED CONSULTANTS INC. • MEMORANDUM TO: Oak Park Heights Mayor and City Council FROM: Alan Brixius/David R. Licht DATE: February 18, 1980 RE: Oak Park Heights - Zoning and Subdivision Ordinance Amendments FILE NO: 798.02 Recently Jack Lux filed a request to subdivide a conforming duplex lot and structure to permit separate ownership. The request was made with an application for conditional use to provide the City with development safeguards, however, there is some concern that inadequate controls and procedures exist to handle such requests. In response to this concern and in anticipation of additional requests of this type being submitted, the staff has drafted a proposed amendment to the Zoning and Subdivision Ordinances to properly handle and govern such requests. The proposed amendments are attached. Note should be made that quadraminiums have also been included in the special form of subdivision. While it is the City staff's position that quadraminiums preferably be divided through condominium procedures, special situations may be encountered where the four part split of a lot is acceptable. As a result the provisions for subdivision of quack has been included . cc: LaVonne Wilson Lyle Eckberg Mark Vierl ing Jim Lammers Otto Bonestroo 4820 Minnetonka Boulevard, Suite 420 925-9420 aedaiotake,medc *; minneapolis, minnesota 55416 612-87g43978 Y4 }T ," s i . B `, •^ l `hal , � �4; , . ygt . t k " ,' ' ,=r :Ez; k �y 1 � J . TiSq‘li �-i�4a ny � , .y ... -,‘'' ' '-',,'.‘ ',7206+47,'k'''''',,4-:',.'''' - ,,,,,i''t.1 `'.' ..,1'...:,,W,3 ,ii.:!,-,t4., 3 ,.3. , ip , . .1.4 . • TATE OF MINNESOTA it iss. COUNTY OF WASHINGTON i Phil Easton anti John Easton,being duly sworn,on oath say they have ana durigg all the ,r ' times herein stated nave been the Publishers and Printers of the newspaper known as I w.._, . 16.1111 Stillwater Evening Gazette and has full knowledge of the facts herein Stated as follows! 9�i1oil � • ' (1)Said newspaper Is prigted in the English language in newspaper format and in column i hot qtz mis e end sheet form equivalent In printed space to at least 900 square Inches.(2)Said newspaper 7r . .. � s is a daily and is distributed Monday through Friday of each week,except holidays.(3) Said tr' $ newspaper has 25%of its news columns devoted to news of local interest to the community ltt it Hatlffi,7fifGiV i Alar a which it purports to serve end does not wholly duplicate any other publication and is not Puybblic -Hearlag Is scheduled ter made up entirely of patents, plate matter and advertisements. (4) Said newspaper is NOndoY,NeMefnber 26 179,1:00 P.M. circulated in and near the municipality which it purports to serve,has at least 500 copies D.S.T.:St the Oak`Park Heigh% regularly delivered to paying subscribers,has an average of at least 95%of its total clr- Wit`;IIIaltalag t41M'Silt;St culation currently paid or no more than three months in arrears and has entry as second- " s , class matter in its local post-office. (5) Said newspaper purports to serve the City of `' ,. ie Stillwater and surrounding area in the County of Washington and it has its known office of J?, issue in the City of Stillwater in said county, established and open during its regular business hours for the gathering of news,sale of advertisements and sale of subscriptions and maintained by the publisher or persons in his employ and subject to his direction and , control during all such regular business hours at which said newspaper is printed.(6)Said riaaring1►u been to MAW`R newspaper files a copy of each issue immediately with the State Historical Society.(7)Said ,s sign variance request far K Mart newspaper is made available at single or subscription prices to any person,corporation, Cerpfl►itU °,SRA Omaha Ay pue partnership or other unincorporated association requesting the newspaper and making the ."t "' , applicable payment.(5)said newspaper has complied with all the foregoing conditions for �_ �' . at least one year preceding the-day or dates of publication mentioned below. (9) Said ` ' ! • prat teatime,will M newspaper has flied with the Secretary of State' of Minnesota prior to January 1,1966 and .k„4'. ,i `9-rhe *. each January 1 thereafter an affidavit in the form prescribed by the Secretary of State and , " _' signed by the Publisher and sworn to before a notary public stating that the newspaper Is a `is/La*ohne Men Y. legal newspaper. t.a Venitli Wit»haterk•`f'aaaw►sr . rCIfy of Oak Park Heights , .1,.i - k .0 11/8 • They further state on oath that the printed Notice of Public , Hearing- City of Oak Park Heights ' hereto attached as a part hereof was cut from the columns of said newspaper, and was printed and published therein in the English language, once each week, for ...One. , mays; that it was first so published on „grlo, the 16th day of Nov e; 1979 and was thereafter printed and published on every N. to and including the — day of �` 19 and that the following is a printed copy of the lower case alphabet from A to Z,both inclusive,and is hereby acknowledged as being the size and kind of type used in the composition and publication of said notice,to wit: abcdofghi l ki mnopgrstuvwxyz t .71414.-1...6 . Subscribed and sworn to before me this 16th day of N OV♦ 19.7.9. i I, p , / , , t , . .,(Notarial Seal) i fr GUDRUN MEYERS ?' Notary public, Washington County, Minnesota. My Commission Expires May 17, 1981. Printers Fee $ 7 ' o Received Payment 19 STILLWATER EVENING GAZETTE By • WASHINGTON COUNTY ABSTRACT COMPANY 522 SOUTH FOURTH STREET STILLWATER. MINNESOTA 55082 PHONE 439-5503 November 9, 1979 LaVonne Wilson Clerk-Treasurer City of Oak Park Heights 14168 57th Street North Stillwater, Minnesota 55082 Dear Ms. Wilson: Enclosed is a list of property owners within 350 feet of Lot 6, Block 1, St. Croix Mall P.U.D. We were directed to send this to you prior to the council meeting of November 13, 1979. ;ncerely yours, (; (7 () Edward W. Simonet, Jr. President EWS:vlf cc: Joe Lancaster-Financial Properties Developers, Inc. • • Swager Bros. , Inc. Dean D. Rivard 5898 Omaha Avenue North 14598 Upper 57th Street North Stillwater, Minnesota 55082 Stillwater, Minnesota 55082 Greeder-Hinds Comfort Co. William C. Tait Veterans of Foreign Wars Club 323 14452 57th Street North 5880 Omaha Avenue North Stillwater, Minnesota 55082 Stillwater, Minnesota 55082 St. Croix Bowl, Inc. Wesley C. Underhill 5862 Omaha Avenue North 14508 Upper 57th Street North Stillwater, Minnesota 55082 Stillwater, Minnesota 55082 Richard Bartkey Donal Erbstoesser 14478 57th Street North 14496 Upper 57th Street North Stillwater, Minnesota 55082 Stillwater, Minnesota 55082 Emma Wichelman Oak Park Development Co. , Inc. 14566 57th Street North 5898 Omaha Avenue North Stillwater, Minnesota 55082 Stillwater, Minnesota 55082 Donald R. Campbell Duenow Foods, Inc. 14550 Upper 57th Street North Kentucky Fried Chicken Stillwater, Minnesota 55082 St. Croix Mall Stillwater, Minnesota 55082 Alfred M. Gillstrom Phyllis J. and Loren Williquett 14588 57th Street North 14529 N. 60th Street Stillwater, Minnesota 55082 Stillwater, Minnesota 55082 David Mechelke City of Oak Park Heights 14532 Upper 57th Street North _.14168 57th Street North Stillwater, Minnesota 55082 Stillwater, Minnesota 55082 Franchise Realty Interstate Corp. Arthur F. Raduenz P. 0. Box 66207 705 Harriet Drive AIM O'Hare Stillwater, Minnesota 55082 Chicago, Illinois 60660 • • Oscar Kern and Violet Kern 5901 Omaha Ave. North Stillwater, Minnesota 55082 Jay and Gloria Chadima 433 W. Thompson Avenue West St. Paul, Minnesota 55119 David A. Quammen • 1390 Riviera Ave. So. St. Croix Beach, Minnesota 55043 Joag Corporation Clark Oil & Refining 8530 W. National Avenue Milwaukee, Wisconsin 53227 Robert Browning 15021 N. 60th Street Stillwater, Minnesota 55082 • i STATE OF MINNESOTA) ) ss COUNTY OF WASHINGTON) WASHINGTON COUNTY ABSTRACT COMPANY does hereby certify that the foregoing are a list of property owners, with mailing addresses thereof, as the same relates to a radius of 350 feet from Lot 6, Block 1, St. Croix Mall P.U.D. Dated at Stillwater, Minnesota, this 9th day of November, 1979 at 5:00 o'clock P.M. WASHINGTON COUNTY ABSTRACT COMPANY �1- LEI ' An authorized signature CITY OF 0K PARK HEIGHS4 ST1LLWATER, MINNESOTA +3:5082 NOTICE TO PROPERTY OWNER A public hearing has been scheduled at the Oak Park Heights City Hall, 14168 57th Street North on November 26 19 79 at 7:00 P. it. • The purpose of the hearing is to consider development request applications for the property located at: K Mart Corporation - 5909 Omaha Avenue North Oak Park Heights, Minnesota 55082 The requests being considered are checked and identified below: Rezoning Subdivision Conditional Use Permit X Variance for a sign. For information on the development request, please contact LaVonne Wilson, City Clerk at 439-4439 during regular office hours. Speed Message To /, lJ U/i1Jr' (,(1, From ..Jl / 0 / /e// r ■ a ■ 1. ' k"-40/1e74 S/" 7 Arne.' l Subject Date 2 a Cid,8 ex' 19 27 ' 0/zsco //A,/ A (Ific.64/es:i 10-/ bc,,/ /A- //1 C f 4x11-S �a S.ri r5' ' 41 �/ �i �f-‘01 ,6 ( ',,,,ov`55 I"1,1�� G4i'r /e i' T1'-'4- ,4�v ',pi/4-.0- I or /%aa X .S/ ) / / 4/e6' /14*I'e /7- 9-1 /C,/ •£e. ...L---- . Cfr,i)/c/f lig.0 t —kr Z/fw 0///1s/ k ,iter 77--5-, k " -'4 6.1. 6/=-1:-/c c 7M1 6V,,r 2/r /74',741/,-1.e' IdUvD f� ,,€/ ee s / fel?, II I / 1 , ,,t, .t t _I-A) e'.fs7, gv77 s, 0 ow/tT i al 2 r, fii- r.' -Alit e/ ,57 ,e) to R/Z C ice- e, 6WP‘i2 ".''/C•.ti, "r L ,ms's,s1 e t ,77 aieie 0 CM,DO CIf.0 0)2 1 c' PZ-r S /0)7 Gc',- 77-,p 66 F, k- ti ietaaii, dug Ar1tG/ c A0,0 (1, 16€ _ , ,,,k /— ? S' rem/c4'5 aifiDvi0.G.D ¢u c s of-5 sze-G ,,1►-„'' WAsonJon..s- 1277 Q19YEMNU7SAAUT ,,,:f• (5 a 79 J `/ November 14, 1979 Stillwater Gazette Stillwater, Mn. 5,082 Gentlemen; Please publish this Public Hearing November 16, 1979. INCE or PUBLIC HEARING CITY OF OAK 1'ARK HEIGHTS 'MICE IS HAY GIVEN that a Public Hearing is eohoduled fox Monday, November 26, 1979. 7300 P. M. C 3.S.T. at the Oak Park Heights Municipal Building, 14168 57th St. North. The hearing has been called to review a sign variance request for K Mart Corporation. 5909 Omaha Avenue North. All written and oral testimony will be considered. Very truly yours, La Yonne Wilson, Clark-Treasurer City of Oak Park Heights LW/lw P Midwest Plannin : ■■■�■■ •1■ IL Research mu PO •••I•• +■■■; i1�FI❑❑❑H❑o�o■■■■■■r [ 1 ■■■:■ urban 0planning • design • market research •■■■■ ■■ mucloEI❑o❑El■■ •■■! Midwest • • Planning Research ❑❑❑❑❑❑❑❑ p 11 " . ❑❑ ❑❑■❑ ❑❑ ❑❑ ❑❑❑ ❑❑❑❑❑ ❑❑ ❑ urban planning • design • market research ❑ ❑❑ni � u❑ H■ ❑a❑❑ ❑❑. R ❑ a❑❑ . ❑❑.. avenue minneapolis ❑ ❑V❑❑ 1 ❑a❑ ❑❑❑❑❑❑a❑0 ❑ a❑■.L..r..■ east ennepn ❑ ❑❑❑ NE [_ ll F HI 'I J■ ❑■■.❑❑❑.....■L._I ■.❑■■LJrta.... minnesota 55414 (612)379-4600 MEMORANDUM TO: LaVonne Wilson FROM: David Licht DATE: October 30, 1979 RE: Oak Park Heights - K-Mart Attached please find our report on the K-Mart sign variance request. These are for the Mayor and Council, as well as your files. We have provided copies directly to Lyle, Financial Properties and Swager Bros. We assume this matter will be set for a public hearing on the night of 26 November. This fact should be confirmed with Financial Properties. If there is anything else you need from us regarding this application, please contact me accordingly. (798.02 - 79.24) • Midwest Plannings • • Research i ■w■ee ' i�» ■■■}.■■■:■ , it ,i IL I urban planning • design • market research 11111111,11•1111111 t L 'l 1' t �' �-- -- 416 east hennepin avenue ninneapolis ■ee ■ ee s <��� �,ifIfI ■■e■e■■e� ' 11 It �- minnesota 55414 (612)379-4600 MEMORANDUM TO: Oak Park Heights City Council FROM: David Licht/Martha Greenwald DATE: October 30, 1979 RE: K-Mart Sign Variance BACKGROUND Financial Property Developers, Inc., the developer of a K-Mart store at the St. Croix Mall, has requested a variance from the City's ordinance requirements regarding signs. The application submitted requests a variance from City requirements which state that the height of a freestanding sign shall be no more than 30 feet. ISSUES There are two issues associated with this application other than a variance on the height of the sign. The sign to be developed as per the specifications included by the application would have an area of 153 square feet, slightly more than the ordinance established maximum of 150 square feet. In addition, the proposed sign would have a height of 43 feet, substantially greater than the maximum established in the ordinance of 30 feet. A separate, but related, issue is the question of whether a freestanding sign should be allowed for this development in the first place. K-Mart is part of the St. Croix Mall, which is defined as a multiple occupancy structure as it houses more than one principal use. Although a sign on a wall, canopy or marquee is consistent with the provisions of the ordinance, the ordinance specifically states that in multiple occupancy structures, individual freestanding signs identifying the tenant's business shall not be displayed. Although the applicant correctly states that there are additional freestanding signs on the perimeter of the St. Croix. Mall area, these signs were permitted under the terms of the old zoning and sign ordinance. The zoning ordinance now in use by the City would prohibit or restrict such development substantially. Many other individual tenants of the St. Croix Mall do not have individual freestanding signs. kkt6 41r( Ilk Oak Park Heights Council October 30, 1979 Page Two A question also exists as to whether a freestanding sign is permitted under the terms of the St. Croix Mall planned unit development conditional use permit and the deed restrictions which were to be placed against the properties in the complex. This aspect of the request should be checked by the City Clerk and City Attorney. RECOMMENDATION A variance is granted when it can be demonstrated that unique conditions of a specific parcel of land may result in a hardship to the applicant. The hardship must be related to physical considerations rather than economic considerations. The proposed variance request does not meet this criteria. In addition, it has not been demonstrated that the individual freestanding sign proposed by K-Mart is permitted by the ordinance. There- fore, it is recommended that this request for a variance be denied. In addition, granting a permit for the construction of any freestanding sign at this location would be in- consistent with Oak Park Heights' zoning ordinance. Moreover, the granting of a variance to K-Mart would appear to entitle all other occupants of the Mall to also have a freestanding sign. cc: J .L. Lancaster Swager Bros. LaVonne Wilson Lyle Eckberg (798.02 - 79.24) 4111 Variance Application City of Oak Park Heights, Minnesota Exhibit B Description and Reason for Request Due to the proximity of the K mart facility to the main thoroughfare, U.S. Highway 212, our tenant, K mart Corporation, has requested permission for the installation of a pylon identification sign in accordance with the attached exhibits. K mart Corporation feels that the success of the Oak Park Heights store is highly dependent upon their ability to attract customers from the existing Highway 212. traffic volume. The K mart building is located some 800 feet south of the center line of Highway 212 on a plateau some 19 feet above the elevation of Highway 212. The K mart facility is further obscured by existing buildings and pylon signs of others. For this reason, K mart Corporation is requesting approval for the installation of a 150 square foot free-standing K mart sign, 43 feet in height, located on the K mart premises as shown on the attachments. The standard K mart pylon sign consists of the 282.5 square foot logo standing 52 feet in height. The sign detailed and requested as shown on Exhibit C is the smallest K mart sign ever installed as a pylon. At the time plans were submitted for a building permit, the pylon sign was indicated on the permit documents. A detail of the standard pylon, however, was not included. Financial Properties Developers, Inc. had overlooked the necessity to provide details of the free-standing sign during the PUD process. As indicated on Exhibit D, SK-6, many pylons are located on the perimeter of the Saint Croix Mall development. The K mart pylon, as shown on Exhibit C, falls within the City's ordinance regarding sign square footage. K mart has requested a variance from the maximum height of 30 feet due to the obsurity of the site as outlined above. From a merchandising standpoint, the K mart pylon is felt to be a necessity at this location and is expected to contribute heavily to the success of the K mart in the Oak Park Heights community. K WhL/T 3.4640.0. • 0507E5 EX/5 Ti a. .t/G014W/ E 1 MALL. J XIV/ 411111 m AVO/X Rtortmcia N /.1 /HNTS 1./g1..G14 E �v�QE o P10/./.4L-0JEW�.ERS l cfatem szfocialar P JOYCE 4.(//./.5 o AESTURAC/T • o TROGWY E.aew. 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" ! *1, `-tet 1 cr t.c- 7d 1 • ;I *4';' 1 KMART I ', ;r;._, r� hs f= G Abe 1 1iiisi �.. • ft ..-0'S t .L{. - 1 :01-4.frAM1A' 1 4 1pm I.w- c•. 1 41 N 1 '?05 �iy .Ill `O•!itt c'e; :+ L. 11 ;. -ick -.t.l. -- •'yJ. , . e•• •••••..76.1.•A=1•11..631.16.44,...:Int •j J cit.:; war•....6...srw'tT�tNw• h Tip.�— 1. • 41. . t . 7i: 4 i • t id 4 C **- 14 6 - ,,-... - I • • '• Iw LA re 44: ra•.f'�s rc �i ` 1 ynt�rtA ; ` �, � � Ivy i: Near I • J o, • t'tFli r -s b1•t.s�'.4t��1 1,' /}{���_� , tiff i i TM•tM.11 ,1 i1M1J t;tiVer PLAW L;:t 1;riAw:I- * . 1', '-� i s"''.c' is N da''wawa- 0 4'tr4 t. + , AY.1kRip rAl mg• re' hog O POA 7NOiQ••6T•4,1,{ T�./il.'i.._-^/ • i.i' ` .r ` t try . 1' .►� T \ ill L' 6`,Y :1 j 1 4C.KM. ., LIMIT. 1 a __ P 1 • ` 1 I • ♦ T•T • i .::;•.r4 —rift F --- ' — • 1a • • f ,E,, • • FINANCIAL PROPERTIES DEVELOPERS, INC. 5825 GLEN RIDGE DR.,N.E. • ATLANTA,GEORGIA 30328 • 404/252-8220 October 25, 1979 City of Oak Park Heights 168 57th Street, North Oak Park Heights, Minnesota 55082 Attn: Ms. LaVonne Wilson, City Clerk RE: K mart #9612 Saint Croix Mall Oak Park Heights, Minnesota Gentlemen: For your review and consideration, we are transmitting our application for variance which would allow the installation of a free-standing sign at the captioned location. In addition to the application form, we have enclosed our check in the amount of $120.00 covering the basic $20.00 fee and the $100.00 commercial variance escrow deposit. Ten copies of the following exhibits are also included: 1. Exhibit A, Legal Description. 2. Exhibit B, Description and Reason for Request. 3. Exhibit C, Sign Detail. 4. Exhibit D, SK-6, Saint Criox and Surrounding Area Site Plan. 5. Exhibit E, K mart Parking Layout with sign location. Under separate cover, the mailing list of all property owners located within 350 feet of the subject property will be transmitted. Very truly yours, IAL PROP RTIES EVELOPERS, INC. w//f/ Joseph L. Lanc ster, P.E. Assistant Vice President JLL:cmg cc: Honorable Don Mondor, Mayor (w/enc) Mr. David R. Licht, AIP (w/enc) Midwest Planning Research Mr. Terry Thompson (w/enc) K mart Corporation Case No. CITY OF OAK PARK HEIGHTS MINNESOTA APPLICATION FORM Comprehensive Plan Amendment Conditional Use Permit Zoning District Amendment x Variance Text Amendment Subdivision li Planned Unit Development Applicant FINANCIAL PROPERTIES DEVELOPERS, INC. (Name) (Address) (Phone) 5825 Glenridge Drive, NE Atlanta, Georgia 30328 (404) 252-8220 Owner Same (Name) (Address) (Phone) Property Location (Street Address and Legal Description): K mart - Saint Croix Mall See attached Exhibit "A" for legal description Description and/or Reason for Request (Cite Ordinance Sections): See ata Exhibit xhibit "B" Ordinance sections - per planners deterni`nati,on,., In signing this application, I herebyacknowledge that I have read and fully understand the applicable provisions of the Zoning and Subdivision Ordinances and current administrative procedures. 1 further acknowledge the fee explanation as outlined in the application procedures and hereby agree to pay all state -n . received from the City pertaining to additional application expense. / / FIN��� L ' .'OPERTI'EVELOPERS, INC. �// ..../r_Arr 10/25/79 / (Sig •ture of Applicant) (Date) J. L. Lancaster, Ass't. Vice President (Please attach supportive documentation and plans) FOR OFFICIAL USE ONLY I. Application Information (Date) (Initials) Application Filed with Supportive Material and Deposit Paid $ II. Past Action Concerning Property (Previous hearing dates and status) ill. Application and Supportive Materials Routed to: (As Appropriate) Reports Received From: (Date) (Initials) (Date) (Initials) City Building Official City Engineer City Attorney City Planner Park & Rec. Comm. *Co. & State Agencies City Council IV. Advertisement for Public Hearing Publication Date: Receipt of Affidavit: V. City Council Action: (Date) (Action) (Comments & Conditions) (Initials) VI. Applicant Notified by Letter from City Clerk of City Council Action: (Date of Letter) (Date Mailed) (Initials) *Specify Agency and appropriate departments, etc. ,;C.P 8 9 1979 410 • EXHIBIT "A" LEGAL DESCRIPTION K MART TRACT OAK PARK HEIGHTS, MINNESOTA DESCRIPTION: That part of the Northwest Quarter of the Northeast Quarter of Section 4 ; Township 29 North, Range 20 West , in the City of Oak Park Heights , Washington County, Minnesota, described as follows : Commencing at the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4 ; thence South 1 degree 54 minutes 06 seconds East , assumed bearing, along the West line of said Northwest Quarter of the Northeast Quarter a distance of 405 . 00 feet ; thence North 89 degrees 15 minutes 24 seconds East a distance of 260 . 00 feet to the point of beginning of the land to be described; thence South 1 degree 54 minutes 06 seconds East , parallel with the West line of said Northwest Quarter of the Northeast Quarter , a distance of 135. 00 feet ; thence North 89 degrees 15 minutes 24 seconds East , a distance of 63 . 27 feet; thence South 1 degree 23 minutes 45 seconds East, a distance of 428 . 48 feet; thence South 88 degrees 05 minutes 54 seconds West , a distance of 319.42 feet , to the West line of said Northwest Quarter of the Northeast Quarter distant 600. 00 feet South of the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4 ; thence North 89 degrees 15 minutes 24 seconds East , a distance of 30 . 01 feet to an intersection with a line 30 feet East of, measured at a right angle to and parallel with said West line of the Northwest Quarter of the Northeast 'Quarter ; thence North 1 degree 54 minutes 06 seconds West, along said parallel line, a distance of 195 . 00 feet to an intersection with a line bearing South 89 degrees 15 minutes 24 seconds West from the point of beginning; thence North 89 degrees 15 minutes 24 seconds East , a distance of 229 . 99 feet to the point of beginning. S • Variance Application City of Oak Park Heights, Minnesota Exhibit B Description and Reason for Request Due to the proximity of the K mart facility to the main thoroughfare, U.S. Highway 212, our tenant, K mart Corporation, has requested permission for the installation of a pylon identification sign in accordance with the attached exhibits. K mart Corporation feels that the success of the Oak Park Heights store is highly dependent upon their ability to attract customers from the existing Highway 212 traffic volume. The K mart building is located some 800 feet south of the center line of Highway 212 on a plateau some 19 feet above the elevation of Highway 212. The K mart facility is further obscured by existing buildings and pylon signs of others. For this reason, K mart Corporation is requesting approval for the installation of a 150 square foot free-standing K mart sign, 43 feet in height, located on the K mart premises ses as shown on the attachments. The standard K mart pylon sign consists of the 282.5 square foot logo standing 52 feet in height. The sign detailed and requested as shown on Exhibit C is the smallest K mart sign ever installed as a pylon. At the time plans were submitted for a building permit, the pylon sign was indicated on the permit documents. A detail of the standard pylon, however, was not included. Financial Properties Developers, Inc. had overlooked the necessity to provide details of the free-standing sign during the PUD process. As indicated on Exhibit D, SK-6, many pylons are located on the perimeter of the Saint Croix Mall development. The K mart pylon, as shown on Exhibit C, falls within the City's ordinance regarding sign square footage. K mart has requested a variance from the maximum height of 30 feet due to the obsurity of the site as outlined above. From a merchandising standpoint, the K mart pylon is felt to be a necessity at this location and is expected to contribute heavily to the success of the K mart in the Oak Park Heights community. EXHIBIT "C" ' • • 0 U) 1 N O O O •s rd 72 tza >• s •.I IIA O �+ ON Vi A w N r (.3 41• Z 2 n A • 2 1 > C C rti CO w to w r='1 O r-• C) N 01 .O Z A C) 0 MUM j O K O CO O n rt N CD r• O ro V. u C N y N r• r C h N n n r• rt W O h C•• H O u CP • w. rt 0 Q. n r• r• w N W 0 0 w• oo• 0 70 GT ^O • OV W rt o o h Pi H N CD r. 0. x D Z N N r•, C O O rt Co r•. • O r• rt N rn et P.* M O • •• C 000 r• •• O _ PO O w r• r• r•f •0 O M 0• Z au n CD Oo rt n UI I •I O W ?• I ..• i m O C 8 C O O r• r• 'm o0 . r b r-• r• O O r N 7CD rt wrt .. • L./1 N rt rt r• N CO CO ri ... i O n LO m CO Co m N N Co r• r- !-• r• N to O O b rt •ty co M O O N O n• w O M' DD A .G `C PI n N .0 IA M 8 r• O . 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I J �1--'-I-•,.,•..•• tiv.i. i • --i ,.J;'...141 --;DTI .c I - I --- I II I I I ! ----`� --- IR • • CITY ON OAK PARK HEIGHTS 14168 - 57th Street North STILLWATER, MINNESOTA 55082 439-4439 /71....-/W/f& ,4 i ?i,A/ 7- L/51-55; P A' J /W 6- /?' --7 4 ,5 A / 9 2 / O GS ,-1 ,.J , --X/. 4)Z ,7( / ZI A/ -t- /e- 7,1---A./4' ,i7. --,6-7 . iG . /,<G r'WL � � .2-5 / %moi' 5 749&-1/ ---- / / moi ,,:e= 7 J / 4/51 e,,,o. /�,,,.:=7 ®©, S /G A7 5 .84`1// ,77". 7---,1-/ ./r , i I AdifiCmcn--17 Cor poratioS transmittal letter MIDWESTERN RE IC.NAL OFFICE ;23CC3 IN :-t!GGINS RD. HOFFMAN EST-aTE5. NCIS 601 95 to: r -I project: 9612 - Oal Park Hts. , MN Oak Park Hts. City Hall P.O. Box 2007 Stillwater, MN 55082 Mr. Frank Leier date: June 30, 1987 J project no: we transmit: ( X] herewith via regular mail [ ] under- separate cover via the following. : ( X ] drawings [ ] samples ( ] specifications [ ] product literature [ ] change order ( 1 letter ( ] shop drawings [ 1 • copies description date P P 3 Sealed sets A-1 thru A-4, S-1,S-2,M-1,M-2,E-lthruE-4 6/26/87 action required: ( ] for your use ( ] approved ( ] review & comment [ ] approved as noted [ x ] approval ] revise & resubmit [ remarks: copy to: File b T. J. Thompson, Proj . Rep. Y.. . 4r e,e(k)-- 7-7 , / e 4 3- 5-.5- 52 . ( / '1:4 tit /-7---6>-'c/(7 . 1 LI f 7g 2Z ...4,...,,,,/,05, t --!-- --1 z---0 6 5-4. s, 0 frn e-46- 4 ./..2 1:4, to Se 3147.5, - 4 p. i-Lt., 4. /re) 7e/iftx/ 1/ , i 6 72_i - 1- A Li. 7 ' ' iF:-.1,74-/Z ./9,,v fig . 07 Z4 0 , P. kitr 3/4 /, 6- ,$ 0e3•4001a 4! e 4: /4,1 , 4e-!* 4- 4.±' 9 7 ." f' (.... , 4, L 5 ii-- S 4 4'-' • -' , ' ,404V,1- -I „../r...e.te-eAe-'A) 5 ,4":1 -.--- 5- / . 5 7 ii,ey /4/v ,t, „"/ 1 7 ,f' fr z '.7.7-.,‘.(1/:4Z' 2. i 4- 4 P, 4 il ai41et,)‘ eilu_b_ ( 40,,,,, / , 36 C7 � 1� 5 60f,,,ii . „ze___e__ • . .c2.___,A__.,„_ • z.4..), ,tz. 5 _, V- 70 z-7O/ 1-- 3 Yr_ / 9,2, ),,_, 4 / 721_,„,,, r 6 5,_ c , 5 7 ' -- 6 Y ., 7 c '-1 /1)jil ' L : iff-fi'l ' q ' .4 1 62, .-,e,fi S5 / 1 ,. , / , 5 ic--- (° ' 71 , 1 " ..i 4) y , :. .e_, , -5— 5; -3--- ;_z.-- ,\ -\1) \ N 1 ,,,9_, zd 0_,Li . 51i'vji'? .-1 ° '7 ,,,--- L ' elP.0) /1.0) ''.:. !)1,et), -),,i ') -- \- °-1)° J r i • • -;;2(.4?re 7— c c, LI ) K s-®a - r (/‘(-S1 /,"'O G GO , /Sd cs cru tal0CsO .. 1-2 . X acs - X730 ISI S: �mc. .c. • Cr?Fr/ Art-6/1. 4l0oSpy •Cq � (.ogs- .e'r i85 `' t1 E.rr or 414"r' C FO J&prt.�(t 3 /Sic) /G 7z Si.P'` , �s ^,vet,. C4 Fria cc r) (.2/S c) 02a Lc! Z a (/ 14/ •r a E'S'T / JVE r" t aL(it..L0 7G 2 r 2, 3(1o° = /.z. 3 c,t, . 01.. Xo0 k a a / • Sc�2 r lice , '1r � �J'.9 c c,/.✓,r r @FFIC L Jj>4C e o �t� J,fC y .✓ y Z 04/7r h\- _ J RECEIPT ..- : sae `? �4 �o 7527 �-. From 12‘i i / 1 / 41 Batlars -- . ` tJ uNT HOW PAID g AMT r oACCOUNT CASH it; CHECK � �� Jj°0 MONEY57/L4LA ) %_ ORDER %dr v� 1 G�+117F • • P4411.1.p RICHARD L. BOWEN AND ASSOCIATES INC. 13124 SHAKER SQUARE, CLEVELAND, OHIO 44120 • 216/491-9300 2 4r F9S E$ SEPTEMBER 15, 1978 VILLAGE CLERK CITY OF OAK PARK HEIGHTS 6141 PANAMA AVENUE, NORTH. STILLWATER, MINNESOTA 55082 ATTENTION: MR. KEN HEUER RE: PROPOSED K-MART GROUP NINE 55, 555 SQUARE FEET OAK PARK HEIGHTS, MINNESOTA RLB401968KM DEAR MR. HEUER: AS A FOLLOW UP TO OUR TELEPHONE CONVERSATION OF WEDNESDAY, SEPTEMBER 13, 1978, ENCLOSED PLEASE FIND THESE ITEMS : 1 . TWO SETS OF BUILDING PLANS FOR A TYPICAL 55, 555 SQUARE FOOT K-MART. 2 . THREE SETS OF PRELIMINARY SITE PLANS, PC-1 AND P-1 . 3 . A CHECK PAYABLE TO THE CITY OF OAK PARK HEIGHTS FOR THE SUM OF TWO HUNDRED DOLLARS ($200 . 00) AS A RETAINER TO COVER ANY REQUIRED CONSULTING FEES. WE TRUST THAT THE ABOVE INFORMATION WILL ASSIST YOU IN MAKING THE NECESSARY REVIEWS FOR SITE AND ZONING REQUIREMENTS AND BUILDING CODE REQUIREMENTS . PLEASE CONTACT US IF YOU HAVE ANY QUESTIONS. VERY TRULY YOURS, RIC RD L. BOWEN AND ASSOCIATES INC. . /67tAi DONALD G. K' SA DGK/DAP CC: EUGENE J. MONROE / JAMES B. JACOBSON ACCOUNTING ROBERT A. KEITER JOE LANCASTER OFFICES IN: FORT LAUDERDALE, FLORIDA 305/772-4801 •PARIS, FRANCE 553•97•89•CLEVELAND, OHIO 216/491-9300 • S -75 zyie — 198F/9/ - 7 75— /57 e.YA/ '__/ ae` �r .St!-cam'G d0-0 €grig __6-n.ogz 4r -r - e Eft-- .rr - 9 o 4000. � T- S'o coo - A7,.7, . 0 o ac- X/ s S"O /337 _ r — / e--/0/2-G 6 — dr/>S- ------- ------ • :i-ce �J�1 t ^�-- s.e -' -= ate •-t �,.. — lfcfAziZec C * o 'i SfzZ) 02e1-. October 17, 1978 A. M. Abrams %on A Glemnridge skive Suite 200 Aleut%, ti.org a 30328 Attentions 8. Krell Dear Mr. /trolls Enclosed is a building permit application for the &Mart store proposed for ( k Park Heights. The total amount due ie $15,532.00. The following is a breakdown of those °barges. Wilding Permit fee) Stats Building Code $ 1,337.00 Plan Check Fee ) Fee Schedule 869.00 Stats Building Swelters* (cost x .0005) 475.00 Water t Sewer Plumbing lnpecti on •► external 16.00 Water Meter 2" 0 east 285.00 City Utility' Connection 11041 * 3,7 0.0E? Metro s.A.C. .. 8000.00 Total $ 15,532.00 City connection fee is based on total square footage of land * 32,000 sq. ft. (Typical airs of residential home site x 5300.00 .. $150.00 for water and $150.00 for sewer.) ** Metropolitan Waste Control Commission's one time charge to recover the cost of ova the sewage treatment facilities at the time of construction to serve future gapacity requirements. This is a uniform charge for the seven County Metropolitan Area. A. R. Abram 5775 A Glennridge Drive Atlanta, Georgia 50328 Page 2 Please note the City Building Official, Mr. Ftank Later (612-777.8652) has scanned the building plans you provided. Please forward the anergy calculations to his attention at 8490 N. Demontrevillr Trail, Lake Elmo, Minnesota 55042 It you have questions, please feel free to contact me. Very truly yours, Ken Heuer, ClerkmTreaau rei Park of Oakerk Heights 6141 Panama Avenue N. Stillwater, Minnesota 55082 &Bibb Enclosure . • • Resource Investments, Inc. Suite 650 1 Allegheny Center Pittsburgh, Pa. 15212 (412}323-8900 March 2, 1981 City of Oak Park Heights City Hall 74168 57th St. , North Stillwater, Minnesota 55082 RE: Lyra 77 Associates Oak Park Heights Shopping Center Gentlemen: In accordance with Section 5.5 of the Installment Sale Agreement for the above property, enclosed please find the required items. Should you have any questions, please call. Yours truly, RESOURCE INVESTMENTS, INC.. ginoen-i-E JoycV. DiMaccio Legal Coordinator /bem Enclosures • • LYRA 77 ASSOCIATES BALANCE SHEET (Unaudited) December 31, 1980 A S SET S Current Assets: Cash in Bank $ 1,977 Notes Receivable from Limited Partners-1981 100,500 Total Current Assets $ 102,477 Investment in Real Estate, at Cost: Land $ 129,000 Buildings and Improvements 2,500,000 Less: Accumulated Depreciation (112,500) $2,516,500 Other Assets: Notes Receivable from Limited Partners-1982, 1983, 1984, and 1985 $ 344,000 Syndication Fees 35,000 Organization Costs, Net of Amortization 33,600 Appraisal Fees, Net of Amortization 3,800 Total Other Assets $ 416,400 Total Assets $3,035,377 LIABILITIES AND PARTNERS' CAPITAL Current Liabilities: Short-term Borrowings $ 85,000 Other Payables 12,000 Total Current Liabilities $ 97,000 Mortgage Payable 2,629,000 Other Payables 60,000 Partners' Capital 249,377 Total Liabilities & Partners' Capital $3,035,377 • i LYRA 77 ASSOCIATES STATEMENT OF INCOME (Unaudited) For the Year Ended December 31, 1980 Rental Income: $ 86,000 Expenses: Mortgage Interest Expense $ 284,053 Depreciation Expense 112: 500 Amortization Expense 8,600 • Total Expenses $ 405,153 NET LOSS $ (319,153) • LYRA 77 ASSOCIATES 1981 BUDGET SOURCES OF CASH: Rental Income $ 174,069 Limited Partner Capital Contributions 100,500 Total Cash Available $ 274,569 USES OF CASH: Interest Expense $ 259,553 Legal and Accounting Fees 5,000 Administrative & Monitoring Fees 2,900 Appraisal Fee 4,000 Organization Cost 2,000 Syndication Fee 1,000 Total Uses of Cash $ 274,453 BUDGETED SURPLUS: $ 116 • • illk lir Resource Investments,Inc. Suite 650 4466, 1 Allegheny Center 11111 Pittsburgh, Pa. 15212 (412)323-8900 Gary A.Hoffman General Counsel March 2, 1981 First Trust Company of St. Paul West 555 First National Bank Bldg. St. Paul, Minnesota 55101 ATTN: Corporate Trust Department RE: Oak Park Heights K-Mart Gentlemen: In connection with the Installment Sale Agreement and Assignment dated as of August 15, 1979, for the property located in Oak Park Heights, Minnesota, I have reviewed the title policy issued by the Title Insurance Company of Minnesota and copies of the Installment Sale Agreement and the Mortgage to First Trust Company of Saint Paul, as Trustee. Subject to the terms hereof it is my opinion that all recordations and filings have been made to date and no further recording or filing with respect to those items should be made: in 1981 ,, in order to perfect and maintain ,,the interest of the Seller and Trustee, Please be advised that I am not qualified to practice law in the state of Minnesota and that I have not reviewed the records of the Recorders . Office in Washington County or of the Secretary of State. My opinions herein are based on the assumption to which I do not opine, that the documents which have been recorded were initially duly executed, delivered, recorded and filed in accordance with the laws of the State of Minnesota in order to create the required interests of the various parties. If you have any questions regarding these matters please contact me at the above telephone number. Yours truly, RESOURCE INVESTMENTS, INC. (1C:aey044._,..-..-______ Gary A. Hoffman General Counsel /hem 1110 Suite 650 One Allegheny Center Pittsburgh, PA 15212 (412) 323-8900 March 3, 1981 First Trust Company of St. Paul West 555 First National Bank Bldg. St. Paul, Minnesota 55101 ATTN: Corporate Trust Department City of Oak Park Heights City Hall 74168 57th Street, North Stillwater, Minnesota 55082 RE: Oak Park Heights K-Mart Gentlemen: The undersigned Lyra 79 Associates hereby certifies in accordance with Section 5.5 of the Installment Sale Agreement and Assignment for the property located in Oak Park Heights, Minnesota, that no Event of Default has occurred thereunder, Lyra 79 Associates By: General Partner April 25, 1980 Mr. David Zukier Howard Jackson Associates 129 Front Street Mineola, New York 11502 RE: Oak Park Heights - K-Mart File Not 798.02 Dear Mr. Zukler: Per our conversation this afternoon, enclosed please find a copy of the Oak Park Heights, Minnesota Comprehensive Plan-Inventory and Development Framework. Also enclosed is a copy of the Oak Park Heights Zoning Ordinance. Following conclusion of your study of K-Mart . • rations in the City, we would appreciate the return of this material. While in the Twin Cities, please contact our office if we can be of assistance in your work. Sincerely your:, NORTHWEST ASSOCIATED CONSULTANTS, INC. David R. Licht, MCP President DRL/nd Enclosure cc: LaVonne Wilson DORSEY, OPNDHORST, HANNAFORD, WHITN0$ HALLADAY 2300 FIRST NATIONAL BANK BUILDING MINNEAPOLIS, MINNESOTA 58402 1468 W-FIRST NATIONAL BANK BUILDING (612) 340-2600 115 THIRD STREET SOUTHWE- ST.PAUL,MINNESOTA 55101 ROCHESTER,MINNESOTA 5594 (812) 227-8017 CABLE: DOROW TELEX:29-0605 (507) 288-3156 TELECOPIER:(612) 340-2868 October 18, 1979 STEVEN WOLGAMOT (812)340-2885 City Clerk City of Oak Park Heights 14168 - 57th Street North Stillwater, Minnesota 55082 Dear Sir or Madam: Enclosed and served upon you by certified mail please find Mechanic's Lien Statement. Yours very truly, Steven Wolgamot, gn Enclosure DORSEY,WIN DHORST, HANNAFORD,WHITN EY & HALLADAY FIRST NATIONAL BANK BUILDING MINNEAPOLIS,MINN, 55402 • - ED P06 City Clerk `IC M A ' i City of Oak Park Heights p[�'�,,V G L• 14168 - 57th Street North ISG Stillwater, Minnesota 55082 1979 am.. . � o �t r- - - - -- Mt 1,Ilan ic's Lien ,ii.iicilletlf. Male r-DAVO CO., Minneapolis.Minn. Bs (orporation. Form No. SO-M. rvloincsota Unitorin Conveyancing Blank,(197N r-'‘.......... ...-. ..** ... .L.nA ..... ill III-- ( Notice is Hereby Given, That it is the intention of The Cretex Companies, Inc. 1 1 i a cor:oration under the laws of the State of Minnesota , with its address at 8421 Wayzata Boulevard, Minneapolis, Minnesota 55426 , • to claim and hold a lien upon the tract . of land lying in the County of Washington State of Minnesota, described as follows, to-wit: i Lot 6, Block 1, St. Croix Mall P.U.D. 1 I . . 1 • . I for the sum of Five Thousand Eight Hundred Twenty—Eight and 04/100 ($5828..04) Dollars with interest thereon from the 25th day of August , 1979 t 1 That said amount is due and owing to said claimant for reinforced concrete pipe, precast manhole barrels, covers, base slabs and block • 1 1 } furnished and performed in that certain improvement of said land described as follows, to-wit: I l construction of K.—Mart department store I 1 . i 1 . 1 t . ; , 1 t . i I . i i I 1 That the name of the person for whom and at whose request said material was furnished and said labor performed is as follows, to-wit: C & P Excavation, Inc. . ,. - . •.. 1 That the date of the first item of said claimant's contribution to said improvement was the . .. . . ; 1 1st day of June , 19 79 ; and the date of the last item thereof the 24th day of July J9 79 ; That a description of the premises to be charged with said lien, to the best of said claimant's ability to I ascertain the same, is as above given: t That the name of the owner of said land and premises, at the date of making this statement, 1 , according to the best information said claimant now has or is able to ascertain, is tifd City of . Oak Park..Heights, Minnesota . . i .. . . ... . , . 1 . That a copy of this statement has been served personally or by certified mail on the owner or his authorized agent or the person who entered into the contract with the contractor as provided by Minnesota Statutes Section 514.08. I , That notice as required by Minnesota Statutes Section 514.011, Subd. 2, if any, was given. I , s 0 .._Tz),L 72 Dated this /5 day of ,, . . . , 1 Ass9 . , ' . . .. 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FW► ,; . .,.,: -.7aggnd �CaeloN •bs8 '3omeaTom uenals NOSNIH '/' [fI U3.LJVflrl Sir M .I.1Ka.rd nu LgNI SII-LI ,/,,-"\ (--,,A ,p,,,iiin �� 61 �, ,r� 20 Jo Sep t -CI out azojaq of uzomS put?paq jzasgns ouI 'saTuedmoD .. xi..-,lain agfi.5eaa.l./oas •lssy,`,.4alUl7 •H UjA.A3 Vit" 1 �' -r ` •a:Ipajmomj umo sIg ,jo anal Si luutualels aql legl pue ;troll pros 2urtutejo uoileaodaoo plus jo aouelsur aqi le luauialeis pips saNetu aq letjl •owl 'saTueduo x`oq.o.I a o S zooaz a o MaTnaz ue SSauezes�'te 0 7 Z . q 3 P q 3 P :li.tt-o; `spej . i'.LIIM011O) a4) ,jo uoseaa Sq luatualels p.es ui palels sloe¢ alp JO a2pajA,ouq set' aq “(.11. luautalels IlitjlIm )1 !II LI1'UiIl; Dip 5[ JI U tlOr�,eaCCIaO� 'j . 1 j jl : g: g, at .n. 'sajuedutoo xa3oaD aqS, J0 .ra,Insea.II/ ass :i.ssv • o..41. sr .,c{ lrtjl `sA'ts gleo uo `uto.t�s imp 1 uiaq aal.ur_Z •v +utna3 ucdauuag JO �Clulloo , 1 'iiOsuUijj J° 3-1"S Midwest • • Planning: Research ❑❑ ❑❑■■' i❑❑❑❑❑❑❑o❑❑ ■■i■i■i ii■�i'■i■ viii sairirimuminumm. i■❑■❑■ urban planning • design • market research oRTA ❑[ °n[io❑iEEE 416 east hennepin avenue minneapolis ❑❑��■■�■ io❑❑❑❑❑❑❑❑❑���■■■ ■■■■{e■■■■■1■��■ ■M■�■■.■ minnesota 55414 (612)379-4600 November 19, 1979 Mr. Joseph L. Lancaster, P.E. Assistant Vice President Financial Properties Developers, Inc. 5825 Glenridge Drive N.E. Atlanta, Georgia 30328 RE: Oak Park Heights - K-Mart Dear Mr. Lancaster: While I am trying to reach you by phone, I felt it advisable to document the fact that the K-Mart sign variance request is scheduled to be before the Oak Park Heights City Council on 26 November 1979 at 7:00 p.m. Please contact me or the City offices should you have questions concerning this matter. Yours truly, MIDWEST PLANNING AND R • C .,dlifrAle--44111b4yr • • ' . Licht, Al ' President DRL/nd cc: LaVonne Wilson (798.02 - 79.24) 1? atdat..0-0 , ,kiztk. 1724. 02ta 11/-1L- MQiQ CLL2ti944E Ca- 1 4-4 61 I -5 7 cc,‘„ttiLiz___ 4 mQ k. ,ItkL. A .eLL OA_62„t,/M.etiC „ L_ th7 • -itiLL jz_ /71.4...„.:u.<1.• ML_ ,fiLtco . c,Le_ 14 5 rct,4, ..1/0-t-tSeQ A-Uk ; . -L, 4 „rk_fLH .1,0_0Js cuuttrz_ 121 ,td,x4A1.0,Q ct,- 11xled,c; 11÷0-- ; • C-13-rn-rret.“.;,±- - 2A-Ziv 0744_, • • LAW OFFICES NILVA AND FRISCH, P. A. PROPEHSIONAL ASSOCIATION • ALLEN I.NILVA GERALD E.FRISCH • 2350 WEST SEVENTH STREET- SAINT PAUL,J. LAUGHLIN MINNESOTA 55116 MICHAEL D.SWOR 612 690-1.591 PAUL J.GATTO PAUL A.WEINOARDEN • CERTIFIED MAIL December 20, 1979 RETURN RECEIPT REQUESTED Mr . Ed Klamm Klamm Mechanical Contractors 12409 County Road 11 Burnsville, Minnesota 55337 • City of Oak Park Heights V4168 N. 57 Street ak Park Heights Stillwater , Minnesota 55082 K-Mart, I. ' I ' •maha Avenue Stillwater , Minnesota 55082 Re: Account of Webster Co. , Inc. Gentlemen: Enclosed herewith and served upon each of you by Certified Mail is copy of Mechanic's Lien Statement by Corporation in regard to the above matter . Very truly yours , NILVA AND FRISCH, P.A. Thomas Laughli TL/ec Encls . i--- Mate of l':' innOta, � County of RAMSEY �� - Al Webster, Jr being duly sworn, on oath says, that he is the .r .idUkt....of WPbqt.e.r Can..r:.....1.11.Q.A , the corporation which is the claimant in the within statement, that he has knowledge of the facts stated in said statement by reason of the following facts, to-wit: I am an officer of said corporation and responsible for the supervision of the work set forth in the within Lien Statement, that he makes said statement at the instance of said corporation clatTnins said lien; and that the state- ment is true of his own knowledge. I =I Al Webster , Jr . Subscribed and sworn to before me this 20.th da of Decembex , 19.29.... I • t ,... . ori'' ....~#wa tv __ • N T LX/A 7\1d1L FRT ' H, P.A. Notary Public •1 ra NOT,tRY 1'uB C—N[(NNESD7 °' trl, Minn. 235�1daSt Seventh Mame) eet ; '.. RAMSEY COUNTY (Address) dify co 'n, C P , ' sion Expires Feb.3,1932 G— tPaul-, Minnc rota 5.511E AFFIDAVIT OF PERSON- L SERVICE tate of J :1 mnetiota, ss• County of bei,nt_�dttlt/ slrnl'rt, OP oath stays that on the day of , 19 he serretl the foreroind • <ilecha,tie's Lien Statement upon (the owner therein. named) (the authorized• anc'nf of the owner therein named) (the person who entered into the contract with the contractor)* b, handing to and lea ring!with said a true and correct copy thereof. Srllnieribed um/ sworn to before inc thi•. day of, , /fl <A'otary Public County, 1/n eat,tlt,%.s.'I' t expires 19.. .. ... AFFIDAVIT OF SERVICE BY CERTIFIED MAIL 6tate of iiiinne5ata, ss. County of Ramsey Thomas....Laughl.i.n of the City of..Sa.i.n.t....Paul County/ of Ramsey , State of Minnesota, bci.nt/(1int/ '.morn, sats that on the 20th... dnt o '..... D. t1...7. 1 > .errrrl he fotegoinro .1/erhrntic•s Klamm Mechanical n ac U s"' CNu• . d L amm—'� Lien State,-ent ou. ..K—M-a- -- , C--(?ire R h ..s ty (the ownertherein itanted) OnnftXtXIMEXIX X14Xt} ' }111XXX X•XtXXiXWOXr � pe)son i'ho entered into the contract with the contractor) by ntai/in-o to said above parties a copy thereof by certified snail, enclosed in an envelope, postale prepaid, and by depositina the same in. the post o/jiee at . RZabO.v e parties OCP 81 I1, Bu nsl ertd nadmm Mn 5 at _11 16ggCitree�, .0aPar •Heght4.. iIlwaer , ji, 1Q8 ion9nIdes. 5909 Omaha Avenue, Stillwater , Minn. 55082 — K—Mart, Inc. ,S' r .7' •/,' t a •t• tr e n • tit, tis 2.0th day of De.rber , 7!1 9 011,, FAYE R. KROEGER T.& NOTARY PUBLIC•MINNESOTA L__ , J++FF .\otai Public Cattail, RAMSEY COUNTY / �' 1: ` ,1.•� MyCommission Expires Apr.19• <jl / cone NtsslOn expires I. slllt •� t 19. ! IIF E 44 5 rS `� �. A a c� ° ! w' i �^ o ,a d ea v es In i� 0 '14ya 14: i.n •N S s b d w r ° 1 'o, yi n w si ti wt U p4 u+ a),'S ' - SI cl ed 0 = tri p 2 e Id cLia3ht.++ 't o L....._____ , a.cw .ru. u.ccw:. torn o. bt//-LY.. By Corporation. Minnesota Uniform Conveyancing 19innks 11 ;11, I Rev.11x731 patio i ereb 1�1en, That it is the intention of WebsterCo., Inc. __ .. _ ._...._....._.......... ... .. .........._ ... ...._... a corporation under the laws of the State of Minnesota , ' ._.. with its address at. 845 Edgerton, Saint Paul, Minnesota _ ....._.. to claim and hold a lien upon the tract of land lying in the County of Taa k�.�.119 i Qfl , State of Minnesota, described as follows, to-wit: Lot Six (6) , Block One (1) , St. Croix Mall , PVD } Six Thousand Eight Hundred Ninety-seven and 97 100ths ° for the sum of ?ollara with interest thereon from the 24th day of September , 19 79. That said amount is due and owing to said claimant for storm....sew.ex.•,••••water••-main and sanitary sewer labor and material i { furnished and performed in that certain improvement of said land described as follows, to-wit• Lot Six (6) , Block One (1) , St. Croix Mall, PVD { That the name of the person for whom and at whose request said material was furnished and said labor performed Is as follows, to-wit:.... Klamm...Mem}]anical....iran.tr.act:o,r.s., i _... .c. and....Ed....K amm.+ an...o£.£i.cer....,af....s.a id..c©x. car atyon r.............. . ...___......_.......... That the date of the first item of said claimant's contribution to said improvement was the .L.Q. li .day of September , 19..:1..9..4 and the date of.the last ii;em thereof the 24th... day of September , 19....7.9..; That a description of the premises to be charged with,said lien, to the best of said claimant's ability to ascertain the same, is as above given: That the name.s.....of the owner....s..of said land and premises, at the date of making this state- ment, according to the best information said claimant now has or is able to ascertain, are...._ G.i t.y of.....Q. ,k ..P.ax.k.._Heights....and...K-:Max t.,--Ixac._ That a ropy of this statement has been. serre(l personally or by certified mail on the owner or his rlu-thorized aarnt or the person. ;rho entered into the contract with the contractor as prorided In .Minnesota Statutes Section. 514.08. That notice as required by Minnesota Statutes Section. .514.011, Saba. 2, i f any, anVIS given. Dated this 20th day of December 19...7.9.. • WEBSTER CO. , INC. By A.l Webster, Jr. , president ,` NILVA AND FRISCH, P. A. ATTORNEYS AT LAW 2350 WEST SEVENTH STREET SAINT PAUL,MINNESOTA 55116 • City of Oak Park Weights CERTIFIED 14168 N. 57 Street Oak Park Heights NO• 9 2 7 Stillwater , Minnesota 55082 MAIL CERTIFIED MAIL RETURN RECEIPT REQUESTED s - f e sw Y .! 0. 1 , • LAW QIFICES LYNCH nd LYNCH 903 COMMONWEALTH BUILDING 316 FOURTH AVENUE ,}., • PITTSBURGH,PENNSYLVANIA 15222 ; 412/391-8600 VICTOR K. LYNCH November 21, 1979 Lyle J. Eckberg, Esquire Eckberg, Lammers & Briggs 126 South 2nd Street Stillwater, Minnesota 55082 IN RE: OAK PARK HEIGHTS, MINNESOTA K mart PROJECT Dear Mr. Eckberg: Enclosed herewith are copies of the two (2) insurance policies required for the above-mentioned project. Also enclosed is a list of the recording information to be inserted in your closing file as Item No. 38. Very truly yours, , iai el/ J cqn Smith 9xecutive Assistant to Victor K. Lynch cc: VtaVonne Wilson, Clerk-Treasurer James T. Murphy, Vice President Henry S. Rogers, Esquire James Ehrenberg, Vice President Zappala & Co., Inc. (Originals) Rt91.9 0 �� 1 � A. � r .... ._ . a. %.-t-,7' ., .. & t a,�. 3 _ ! .._,."��eI^ a� .x7.r , �.;�� . _ xK+1.,. . WAn ,,...Ni. : .#�. 4 � .s # Q .* 0 POLICY NO. AZ 177890 0 I 41"mit i, '_` AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B—1970(Amended 10-17-70) JITLE NSURANCE OMPANY OF INNESOTA a Stock Company,of Minneapolis,Minnesota ' SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS CONTAINED IN SCHEDULE B AND ' THE PROVISIONS OF THE CONDITIONS AND STIPULATIONS HEREOF, ' TITLE INSURANCE COMPANY OF MINNESOTA,herein called the Company,insures,as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the amount of insurance stated in Schedule A,and costs,attorneys'fees s and expenses which the Company may become obligated to pay hereunder,sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested otherwise than as stated therein; 1 2. Any defect in or lien or encumbrance on such title; 1 ) 3. Lack of a right of access to and from the land;or 1 4. Unmarketability of such title. 1 1 3 IN WITNESS WHEREOF, the said Title Insurance Company of Minnesota has caused its corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A, the policy to be valid when 1 i countersigned by an authorized officer or agent of the Company. l TITLE NSURANCE . OMPANY' OF i INNESOTA 1 c° t" / ,r',h� i i"' . 3 President ii Countersigned: --I a, ,-, _, F �. j Authorized Officer or Agen / Secretary iIj EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy: 1. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) i restricting or regulating or prohibiting the occupancy,use or enjoyment of the land,or regulating the character, I dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in • 1 ownership or a reduction in the dimensions or area of the land,or the effect of any violation of any such law, ordinance or governmental regulation. i 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights 'i 1 appears in the public records at Date of Policy. 1 3. Defects, liens,encumbrances,adverse claims,or other matters(a) created,suffered, assumed or agreed to by the insured claimant;(b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant ( became an insured,hereunder;(c) resulting in no loss or damage to the insured claimant;(d) attaching or created 1 subsequent to Date of Policy;or(e)resulting in loss or damage which would not have been sustained if the insured i claimant had paid value for the estate or interest insured by this policy. I— i i ' 3 1 rr < iForm 130 2/73 30M Copyright 1969 American Land Title Association • • CONDITIONS AND STIPULATIONS 1. Definition of Terms 2. Continuation of Insurance after Conveyance of Title The following terms when used in this policy mean: The coverage of this policy shall continue in force as of Date of Policy in favor of an insured so long as such insured retains an estate (a)"insured": the insured named in Schedule A,and,subject or interest in the land, or holds an indebtedness secured by a to any rights or defenses the Company may have had against the purchase money mortgage given by a purchaser from such insured. named insured,those who succeed to the interest of such insured by or so long as such insured shall have liability by reason of covenants operation of law as distinguished from purchase including,but not of warranty made by such insured in any transfer or conveyance of limited to, heirs, distributees, devisees, survivors, personal such estate or interest; provided, however, this policy shall not representatives,next of kin,or corporate or fiduciary successors. continue in force in favor of any purchaser from such insured of either said estate or interest or the indebtedness secured by a (b)"insured claimant": an insured claiming loss or damage purchase money mortgage given to such insured. hereunder. (c)"knowledge": actual knowledge, not constructive 3. Defense and Prosecution of Actions— Notice of Claim to be given by an Insured Claimant knowledge or notice which may be imputed to an insured by reason of any public records. (a)The Company, at its own cost and without undue delay, shall provide for the defense of an insured in all litigation consisting (d)"land": the land described,specifically or by reference in of actions or proceedings commenced against such insured, or a Schedule A, and improvements affixed thereto which by law defense interposed against an insured in an_action to enforce a constitute real property; provided, however, the term "land" does contract for a sale of the estate or interest in said land,to the extent not include any property beyond the lines of the area specifically that such litigation is founded upon an alleged defect, lien, described or referred to in Schedule A,nor any right,title,interest, encumbrance,or other matter insured against by this policy. estate or easement in abutting streets,roads,avenues,alleys,lanes, (b)The insured shall notify the Company promptly in writing ways or waterways, but nothing herein shall modify or limit the (i) in case any action or proceeding is begun or defense is interposed extent to which a right of access to and from the land is insured by this policy. as set forth in (a) above, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse (e)"mortgage": mortgage,deed of trust,trust deed,br other to the title to the estate or interest, as insured, and which might security instrument. cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as (f) "public records": those records which by law impart insured, is rejected as unmarketable. if such prompt notice shall constructive notice of matters relating to said land. not be given to the Company, then as to such insured all liability (Continued on inside back flap) , wig . ,. , • 0 lik Aim TITLE INSURANCE COMPANY OF MINNESOTA SCHEDULE A Premium $ 3,338.00 File No. 98532 Policy No. AZ 177890 Amount$ 2,000,000.00 1. Policy Date August 29, 1979 at 5:00 P. M.o'clock. 2. The Insured hereunder,in whom title to the fee simple estate is vested at he date hereof,is: THE CITY OF OAK PARK HEIGHTS MINNESOTA 3. The land referred to in this policy is situated in the County of Washington State of Minnesota and is described as follows: Lot 6, Block 1, St. Croix Mall P.U.D. according to the plat thereof on file and of record in the Office of the County Recorder, Washington SII County, Minnesota, more particularly described as follows: That part of the Northwest Quarter of the Northeast Quarter of Section 4, Township 29 North, Range 20 West, in the City of Oak Park Heights, Washington County, Minnesota, described as follows: Commencing at the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4; thence South 1 degree 54 minutes 06 seconds East, assumed bearing, along the West line of said Northwest Quarter of the Northeast Quarter a distance of 405.00 feet; thence North 89 degrees 15 minutes 24 seconds East a distance of 260.00 feet to the POINT OF BEGINNING of the land to be described; thence South 1 degree 54 minutes 06 seconds East, parallel with the West line of said Northwest Quarter of the Northeast Quarter, a distance of 135.00 feet; thence North 89 degrees 15 minutes 24 seconds East, a distance of 63.27 feet; thence South 1 degree 23 minutes 45 seconds East, a distance of 428.48 feet; thence South 88 degrees 05 minutes 54 seconds West, a distance of 319.42 feet, to the West line of said Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said West line a distance of 375.00 feet to a point in the West line of said Northwest Quarter of the Northeast Quarter distance 600.00 feet South of the Northwest corner of said Northwest Quarter of the Northeast Quarter of Section 4; thence North 89 degrees 15 minutes 24 seconds East, a distance of 30.01 feet to an intersection with a line 30 feet East of, measured at a right angle to and parallel with said West line of the Northwest Quarter of the Northeast Quarter; thence North 1 degree 54 minutes 06 seconds West, along said parallel line, a distance of 195.00 feet to an intersection with a line bearing South 89 degrees 15 minutes 24 seconds West from the POINT OF BEGINNING; thence North 89 degrees 15 minutes 24 seconds East, a distance of 229.99 feet to the POINT OF BEGINNING. CONTINUED A.T. TIM OWNERS Rev.1-79 FORM 2258 PN This policy valid only if Schedule B is attached. TIM Form 2110 S File No. 98532 Policy No. AZ 177890 SCHEDULE A-3 Continued Together with the rights, easements and privileges created for and bene- fiting the above-described property under that certain real estate development agreement dated April 17, 1979, and recorded April 18, 1979, as Document Number 389052, and those certain easement agreements dated April 17, 1979 and recorded April 18, 1979, as Document Numbers 389057 and 389054. Abstract "ira TIM OWNERS 12/67 FORM 2256 • • File No. 98532 Policy No. AZ 177890 SCHEDULE B This policy does not insure against loss or damage by reason of the following: 1. Facts which would be disclosed by a comprehensive survey of the premises herein described. 2. Mechanics',Contractors'or Materialmen's liens and lien claims,if any,where no notice thereof appears on record. 3. Rights and claims of parties in possession. 4. There are no special or pending assessments now a lien against the premises. 5. Mortgage dated August 15, 1979, and recorded on August 29, 1979, in the office of the County Recorder, as Document Number 394865, made by the City of Oak Park Heights, Minnesota, a Municipal corporation, to First Trust Company of Saint Paul , as Trustee, to secure $2,000,000.00. NOTE: See instrument for complete terms and conditions, as well as possible rights and options of the mortgagee. 6. Interim Construction Loan Mortgage and Security Agreement dated August 15, 1979, and recorded on August 29, 1979, in the office of the County Recorder, as Document Number 394869, made by City of Oak Park Heights, a municipal corporation and political subdivision of the State of Minn- esota and Financial Properties Developers, Inc. , a Georgia Corporation, to Mellon Bank, N.A. , to secure $2,000,000.00. NOTE: See instrument for complete terms and conditions, as well as possible rights and options of the mortgagee. 7. Easement for Transmission lines and related purposes in favor of North- ern States Power Company as contained in Book 297 of Deeds, on page 115. NOTE: The Company certifies that the planned improvements as shown on proposed Site Plan prepared by Columbian Engineering and Services, Inc. drawn August 30, 1977, revised May 11, 1978, are acceptable to Northern States Power Company. 8. Restrictions contained in lease with Red Owl Stores, Inc. filed August 23, 1967, in Book 16 of Miscellaneous page 240 that no portion of the shopping center premises, except that leased to Red Owl , shall be used in any manner for the sale of food products for consumption on or off of the premises during the term of the lease and any extensions thereof. Said restriction shall apply especially, but not exclusively, to grocery stores, bakeries, delicatessens, meat markets, dairy or milk stores etc. , as such Restrictions are modified by Agreement dated April 16, 1979, and recorded on April 18, 1979, as Document Number 389049. 9. Subject to that certain St. Croix Mall Real Estate Development Agreement dated April 17, 1979, recorded April 18, 1979, as Document Number 389052. For particulars, see attached Exhibit "A". CONTINUED • - TIM Form 2110 * Imp 4111 File No. 98532 Policy No. AZ 177890 SCHEDULE B Continued 10. Easement agreement dated April 17, 1979, recorded April 18, 1979, as Document Number 389057. For particulars, ti see attached Exhibit "B". 11. Easement Agreement dated April 17, 1979, recorded April 18, 1979, as Document Number 389054. For particulars, see attached Exhibit "C". 12. Memorandum of Lease dated February 27, 1979, recorded August 29, 1979, as Document Number 394863, by and between Financial Properties Developers, Inc. , as Lessor; and K Mart Corporation, as. Lessee. Assignment of Lessor's interest in above named Lease dated August 15, 1979, recorded August 29,1979, as Document Number 394867, to First Trust Company of Saint Paul , as Trustee with the consent of the City of Oak Park Heights, Minnesota. 13. Memorandum of the Installment Sale Agreement and the Assignment thereof dated August 15, 1979, and recorded August 29, 1979, as Document Number 394866, by and between Financial Properties Developers, Inc. , as "Buyer"; and The City of Oak Park Heights, Minnesota, as "Seller"; and First Trust Company of Saint Paul , as Trustee, as "Assignee." 14. Agreement (Bond Proceeds Assignment) dated August 15, 1979, and recorded August 29, 1979, as Document Number 394872, by and between Financial Properties Developers, Inc. , "Developer"; First Trust Company of Saint Paul , as Trustee "Trustee"; and Mellon Bank, N.A. , "Bank. " 15. Financing Statement recorded August 29, 1979, as Document Number 394868, under the provisions of the Uniform Commercial Code, the debtor's name is: City of Oak Park Heights, Minnesota, and the name of the secured party is: First Trust Company of Saint Paul. 16. Item Number 1 under Schedule B is hereby amended to read as follows: Facts arrising subsequent to April 18, 1979, which would be disclosed by an accurate survey of the insured premises. 17. Assignment dated August 15, 1979, recorded August 29, 1979, as Document Number 394871, assigns Lessor's interest in that certain Memorandum of Lease recorded as Document Number 394863, to Mellon Bank, N.A. , and by this instruments own terms is subordinate to that certain Assignment recorded as Document Number 394867. 18. Supplemental Installment Sale Agreement dated August 15, 1979, and recorded August 29, 1979, as Document Number 394870, by and between Financial Properties Developers, Inc. , as "Buyer"; and City of Oak Park Heights, Minnesota, as "Seller"; and Mellon Bank, N.A. , as "Assignee." 19. Financing Statement recorded August 29, 1979, as Document Number 394873, under the provisions of the Uniform Commercial Code, the Debtor's name is: City of Oak Park Heights and the name of the secured party is: Mellon Bank, N.A. t l (Continued from inside front flap) 10‘ 4 of the Company shall cease and terminate in regard to the matter or 8. Reduction of Liability matters for which such prompt notice is required;provided, how- ever, that failure to notify shall in no case prejudice the rights of All payments under this policy,except payments made for costs, any such insured under this policy unless the Company shall be attorneys' fees and expenses, shall reduce the amount of the prejudiced by such failure and then only to the extent of such insurance pro tanto. No payment shall be made without producing prejudice. this policy for endorsement of such payment unless the policy be lost or destroyed, in which case proof of such loss or destruction (c)The Company shall have the right at its own cost to shall be furnished to the satisfaction of the Company. institute and without undue, delay prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest 9. Liability Noncumulative as insured,and the Company may take any appropriate action under It is expressly understood that the amount of insurance under the terms of this policy,whether or not it shall be liable thereunder, this policy shall be reduced by any amount the Company may pay and shall not thereby concede liability or waive any provision of this under any policy insuring either(a)a mortgage shown or referred to policy. in Schedule B hereof which is a lien on the estate or interest covered (d)Whenever the Company shall have brought any action or by this policy,or(b) a mortgage hereafter executed by an insured interposed a defense as required or permitted by the provisions of which is a charge or lien on the estate or interest described or this policy, the Company may pursue any such litigation to final referred to in Schedule A,and the amount so paid shall be deemed a determination by a court of competent jurisdiction and expressly payment under this policy. The Company shall have the option to reserves the right,in its sole discretion, to appeal from any adverse apply to the payment of any such mortgages any amount that judgment or order. otherwise would be payable hereunder to the insured owner of the (e)In all cases where this policy permits or requires the estate or interest covered by this policy and the amount so paid Company to prosecute or provide for the defense of any action or shall be deemed a payment under this policy to said insured owner. proceeding, the insured hereunder shall secure to the Company the right ,to so prosecute or provide defense in such action or 10. Apportionment proceeding, and all appeals therein,and permit the Company to use, at its option,the name of such insured for such purpose.Whenever If the land described in Schedule A consists of two or more requested by the Company, such insured shall give the Company all parcels which are not used as a single site, and a loss is established reasonable aid in any such action or proceeding, in effecting affecting one or more of said parcels but not all, the loss shall be settlement,securing evidence,obtaining witnesses,or prosecuting or computed and settled on a pro rata basis as if the amount of defending such action or proceeding, and the Company shall insurance under this policy was divided pro rata as to the value on reimburse such insured for any expense so incurred. Date of Policy of each separate parcel to the whole,exclusive of arty improvements made subsequent to Date of Policy,unless a liability 4. Notice of Loss—Limitation of Action or value has otherwise been agreed upon as to each such parcel by In addition to the notices required under paragraph 3(b)of these the Company and the insured at the time of the issuance of this Conditions and Stipulations, a statement in writing of any loss or policy and shown by an express statement herein or by an damage for which it is claimed the Company is liable under this endorsement attached hereto. policy shall be furnished to the Company within 90 days after such loss or damage shall have been determined and no right of action 11. Subrogation Upon Payment or Settlement shall accrue to an insured claimant until 30 days after such statement shall have been furnished. Failure to furnish such Whenever the Company shall have settled a claim under this statement of loss or damage shall terminate any liability of the policy, all right of subrogation shall vest in the Company unaffected Company under this policy as to such loss or damage. by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which such 5. Options to Pay or Otherwise Settle Claims insured claimant would have had against any person or property in The Company shall have the option to pay or otherwise settle respect to such claim had this policy not been issued, and if for or in the name of an insured claimant any claim insured against requested by the Company,such insured claimant shall transfer to or to terminate all liability and obligations of the Company the Company all rights and remedies against any person or property hereunder by paying or tendering payment of the amount of necessary in order to perfect such right of subrogation and shall insurance under this policy together with any costs, attorneys'fees permit the Company to use the name of such insured claimant in and expenses incurred up to the time of such payment or tender of any transaction or litigation involving such rights or remedies.If the payment, by the insured claimant and authorized by the Company. payment does not cover the loss of such insured claimant, the Company shall be subrogated to such rights and remedies in the 6. Determination and Payment of Loss proportion which said payment bears to the amount of said loss.If loss should result from any act of such insured claimant,such act (a)The liability of the Company under this policy shall in no shall not void this policy, but the Company,in that event, shall be case exceed the least of: required to pay only that part of any losses insured against (i)the actual loss of the insured claimant;or hereunder which shall exceed the amount, if any, lost to the Company by reason of the impairment of the right of subrogation. (ii)the amount of insurance stated in Schedule A;or (b)The Company will pay, in addition to any loss insured 12. Liability Limited to this Policy against by this policy,all costs imposed upon an insured in litigation carried on by the Company for such insured, and all costs, This instrument together with all endorsements and other attorneys' fees and expenses in litigation carried on by such insured instruments, if any, attached hereto by the Company is the entire with the written authorization of the Company. policy and contract between the insured and the Company. (c)When liability has been definitely fixed in accordance Any claim of loss or damage, whether or not based on with the conditions of this policy, the loss or damage shall be negligence, and which arises out of the status of the title to the payable within 30 days thereafter. estate or interest covered hereby or any action asserting such claim, shall be restricted to the provisions and conditions and stipulations 7. Limitation of Liability of this policy. No claim shall arise or be maintainable under this policy (a) if No amendment of or endorsement to this policy can be made the Company, after having received notice of an alleged defect,lien except by writing endorsed hereon or attached hereto signed by or encumbrance insured against hereunder, by litigation or either the President, a Vice President, the Secretary, an Assistant otherwise, removes such defect, lien or encumbrance or establishes Secretary, or validating officer or authorized signatory of the the title, as insured,within a reasonable time after receipt of such Company. notice; (b) in the event of litigation until there has been a final determination by a court of competent jurisdiction,and disposition 13. Notices,Where Sent of all appeals therefrom,adverse to the title,as insured,as provided in paragraph 3 hereof;or (c) for liability voluntarily assumed by an All notices required to be given the Company and any statement insured in settling any claim or suit without prior written consent of in writing required to be furnished the Company shall be addressed the Company. to its Home Office,Minneapolis,Minnesota 55401. Note: This policy valid only if Schedules A and B are attached. TITLE 1NSUSNCE COMPANY OF NINNESOTA St. Paul Abstract and Title Division 24 EAST FOURTH STREET • ST. PAUL, MINNESOTA 55101 • (6121 222-3041 TRANSMITTAL TO: First Trust Company of Saint Paul DATE: September 28. 1979 555 1st Natioanl Bank Bldg. 332 Minnesota Street St. Paul , MN 55101 Attn: James Ehrenberg Our No. 98532 Reference: CITY OF OAK PARK HEIGHTS Your No. In connection with the above cited references we submit the matters indicated below. Owner's Policy of Title Insurance No. __X_ Mortgagee's Policy of Title Insurance No. B 1305470 X Endorsement- Rider R 275387 Title Binder, Application No. Abstract of Title - Registered Property Abstract Owner's Duplicate,Torrens Certificate No. Mortgagee's Duplicate,Torrens Certificate No. NOTE: Also enclosed are: - Deed, Document No. Exhibit "A" Mortgage, Document No. Exhibit "B" - Assignment, Document No. „ " . - Satisfaction, Document No. Exhibit C - Mortgage Note - Survey Plat Drawing (Endorsement Form 103) Attorney's Opinion ___XTax Receipt No. 1979 Hazard Insurance Policy No. - Check No. in the Amount of $ for - Invoice-Statement Truth in Lending Statement or Disclosure Form VA Certification of Loan Disbursement - VA 1847, On-Site and/or Off-Site Escrow . - VA 1849, Agreement for on-Site Escrow - Lien Waiver - Closing Instructions Building Agreement Warranty of Completion - FHA Commitment Buyer's Certification - Our check in the amount of $ in full payment of mortgage loan identified as follows: Original Mortgagor Present Fee Owner Contract for Deed Purchaser Property Address With one copy of t..is transmittal please forward the following: • TITLE INSURANCE COMPANY OF MINNESOTA St. Paul Abstract &ANDRA�MCSHERRY By (,� TAXES ADDED PER AUDITOn ..-,..)-(9 TRE hERrL ANGaTh E�`6 6 2- 9 E.A. ' - V� • 1 PROPERTY TAX STATEMENT R. H. STAFFORD - COUNIE TREASURER TAX PAYMENT COPY 1 WASHING rON. COUNTY MINNEQO 41 149,ne't 61st STR E O RTH . . ,. . - . , REAS ESTATE PAYABLE 1979 STI1.;41s-V-4-TER, MINN. 55082 F/O OAK PARK DEVELOPMENT CO NEW TATEMENT PROPERTY-NUMBER--%4- 1 1 U•1..?250. YOU MAY BE ENTITLED TO A REFUND .. HOMESTEADER NAME''ANDADDRESS'r " ?:}*!*'* '"''_• ' To find out if you are entitled to a refund of part • of your property taxes from the state of Minnesota - see the information on the back of this 'form. • ,•.� USE THESE AMOUNTS • when you fill out your Property Tax Refund Form M-1PR: 1. Qualifying Tax Amount Limited to dwelling and one acre adjoining land (180 acres if Farm). 2. State Paid Homestead Credit a.•• ' 1-.:14. --TAXPAYER`-NAME'AND ADDRESS,,1•, ..t•, :- If this box is checked,you owe delinquent taxes and may not apply for the Property Tax Refund. EJ FINANCIAL PROPERTIES DEVELOPERS INC. ,., ST CROIX MALL ..r,. ,.<. '.> STILLWATER MN 5508 GROSS TAX DISTRIBUTION.:- ;MILL RATE, -TAX AMOUNT: 3. Stale �., ......,.. .. .. 4. County 5. Township•or City . . . . ,.. ». ..','i, - .PROPERTY.LEGAL DESCRIPTION......,,,-.. ,. "BI.K;:.' SEC.!TWP. RG 6. School District LOT 6 BLK 1 7 Other T R . axing Districts . ...,,_ CROIX .MALL . . . ....... . P.V.D. 8, TOTAL GROSS TAX 11Se.86 ,. 9. REDUCTIONS - A.State paid Agr.Aid Credit OAK PARK HEIGHTS CITY B.State paid Homestead Credit 10. TOTAL TAX 113e.86 PROPERTY ESTIMATED- •••"LIMfTED` `1 't.:`'TAXABI E''' 0 t' TOTAL 11. Special Assessments. . , . •00 _ TYPE'" "- MARK el"'VALUE `MARKET'VALU'E' ,'ASSESSED'VALUE' MhLL RATE"'}4 . -� COMMERL 28a. re',.-� 'e 0, i 5 12. TOTAL AMOUNT PAYABLE 4asEr s l•>,.. First Half Installment 56. . 3 �'�' Second Half Installment 566. 3. i $1/ UL � 7' ' ' If tax is less than$10.00,it must be paid in full by w' .49t144 NO PENA l.TY ON PI' T L �'r„ •;_�► ,' '. YS. If tax is$10.00 or more,it may be paid in full or paid in equal ®11.11 installments. :i SEE REVERSE SIDE FOR PROPERTY TAX INFORMATION f ilr ;� .11 E 0. ' ' :- ''I :, y • .r e0 .sT�Irk' • .s�.�,rlc r4 .t t• •I J4 •;:t '� r %f!ls�r � I. }ii ��rt..t Y"`�+ J. a,•( `;�.,L.sh`�.•t i� r�St' t4ry��,r t"Z'Q'"it, �.r t '� r �., .. a14.F.. rt.' aK_,aj`'1�/��,�, •r-`ev'�+ t t �� ./(��+�GL•/}`�� ,y !ij�+J1aw.w�L 't' tt.`.r•��.t ♦ 1�I ,�1 F° itR .� it, .,f .i,:t .\ ■vw� r�i"= 1 f-.;ct, t F vvt- ►S'u s ;k.14''''e j =.1y . . -r . ' _- �C:f '1: �Y .41”E:4,7, •t 7.e `r y,;;;� �l^ t, .". . , it "'r.�4t' � . 11[r,r4N+ 7'4'x."^ ",• '-►�+/!. t'�.Zv►'r. \...I `` wx `�-`:'�'�r' l'J^'(!�*"`� t i'`�' fs`� :�� r r _ •;it -t Zai, Q t ,46--i•a ••e • .rt re, !'k,.. r i,rt* it+► 1 L?C4 �� .-it"":._ /f�t1 r�t°.�''M�rw•r �M�,. ��►. •+ , . : r 2.,+• S r i-. •'....,..417.1 ! 'r'1w� ..• ' ick, "n t h F •� • � f r. 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Z,.i • 1.Ly_ 6, -17:4"..7.,"." ,Y'vrY.ti4 !4'� ' „4 }+7 a, t,,etp� ,r: �*�` ' a' 5440. t', 'a 4r kt, ,� ,..� is /' a_.y .♦.�'t :. `� , `Dt ,t.� LV - .�« fif l .L, _ 1 cV...!r�.F... ,...e i�' � � y / ` ji • . . � ��, ^�5�. ,fQtC,a .,rt�+ "e` a � � ":k j:'. `-ackY : ''.:f _t:-: r f` .r •::...:... .-1,-.-.--- ,:,.... 7 ' " f•s,r �4�1z^ 4k• k .?-` r :; ` ' a- Y -1,-.,.. .7.7:,t7-4-,...,:r : •,a -�r,..� gyp - 'W' :Ly'r= 8t. t. • ( . � • t . ,�''t, ` c7 "- ' ~ !+ �� 1iiFf!7,t ''t'-`1,..,147-.' . ° 4 ra¢ M ``y , L► t.. \r " V. .0 '• _ t .• t fi "+' ` :.� jY. : " s « - .� =a •� L �.e ti,CV=l x`•-_r f. ,. ar r.. ' C- ia,•. ..4.fMi°•u.,t. "":;ii. 4 *. C"*":".'"ii C-7 1.41K` ,ur� ♦t"/"4.;:17',.. ;ra- "� -'^ t . . . ` ' •:ATTACH THIS COPY • - ATTACH`THIS'COPY: : WHEN APPLYING FOR PROPERTY TAX REFUND WHEN APPLYING FOR PROPE RTY TAX REFUN D• 3 t t -r PROPERTY,TAX REFUND IN FORMAT: -2,sii*�;,}a .- kf• ,`+t/ltrts: ,<t "- ..v : (. ,- AA -;,rti. ----I :•r-,: t,,, •.,,,q1 k iy, r., '♦ 1' 1 ti.{- You may be entitled to get a cash refund from the State di Minnesota for part of the property taxes•ou have to a -You•mayI ' A rh/. Y p Y aPP Y.Ir you lived in Minnesota in 1978 and you resided in tlto'home you owned lanuary.2,•1979 To.pply,,fill.out,~a Minnesota.Property Tax.t.--...--:.:- 1 Refund form. M-1 PR,and-mail it to the'Minnesota.Department of Revenue]no later than;Auggsf3<'tr 1 A7a>13Isor )%$JAre icYatteCh a '` copy of this property tax statement to the Form M-1 PR you file• i4j id:i./,.. t!'i�ttZ {► ::4iil�h,y y�(YJ��RA 1 �i/�1.i,�'R j y1 i Ott •,t F[tl;il.'!z°„ =I 11 u.rti's•�.a *`'.Y$I.aM..}�..q� ir 3,� +} , .-., t �-". . If you area senior citizen or disabled person,you have the choice of getting a cash refund by filing ForrnM-1 RR separatel �a aiMe -' 'between now and August 31st,or of using the amount of the refund you are'entitled to as a credit op your,A.7aminneaq, a IncomeTax `' Return. *,.+, JFsih x# 4 ►' 1 You can get Form M-1PR at mostYbanks.and post offices in.Minnesota,or:by:writing to:..«as.+tRn#• .-;.;y,... a� t..,4 ` ' .'` '[._I ce: te : - •„t4�y 1•- 'Ilk Income Tax Forms ' 'a . � ry;,j. Lr,'.1tf.:♦r- t i '..,',...1-,-, '!':. ,.•';',- t • ,„ + em •i. . y, . Roo8-20Centennial Buildinag, . _ " ? Am ; St-.. Minnesota 55145 ..�.yy�y��� • ;✓ ` - ' , - "You can also get Form M-1 PR by going in person to one of the district offices of the Minnesota Department of Revenue,or by palling'. (612) 296-3781 ' .' `t~! r •9 r,,,,.;.,...,..,,,„ ; !t - .... ,':.'7,-,-,...7.7. F, .i.:,7.,..__':(.----,.; ,...-:-..-:-.;....;:- ""' '�" "a art's ts... ? 4 .,,.,.. '. +✓ s a,r IMPORTANT 0R ANT N T i- -- , . NOTICE _ �� ` i THE COUNTY-TREASURER DOES NOT;LEVY TA) :...t. , d.DF, t(j} , 4 i , f .•'�y.sl SMY '{r• J ESTABLISH VALUATIONS OR'IAX[RA'i"ES, f X,tl. , • f3ifc} '.fArC .t .1.71,.-,-.-.-.. ''? ^ • c -7: 7177:77":77?- " "...:" -,':::#.i. r ,,v ate. Homesteaded Property Forfeits After Five Years Of Delinquency And Will Be Sold At The Appraisal Price 04;Tp 7h@,Highest id,,der,: j • Non-Homesteaded Property Forfeits After Three.Years { y :, .. -, �' ..{ .>t { . -Yh'+a+ 1!w— a.J+�r�r.A.,.. 'a '."u•i•w°."�-'u."L"T."r.F • , r. .t' .,. , . -aY .: e i• f„ cif., i+ sri .. 4 E,..' _. ,e '! .: :; •" •7 s? .,,j t;:�.`fly ix �.; All Real Estate,Taxes are due on the First Monday of January of each year Paymentof the•f`irst one-half must be made on or before;; May 31st to avoid penalty.Special due dates for personal property and mobile homes;aro ed on the front•_of,caAstaterr�e�tkWt.eca-k r applicable. 1 .,.sta Penalty of three per cent on Homestead(7%on non-Homestead)on one-half of the tax edged June 1st and one percent additionali„,-;,.,..4.,;,,e, the first of each monthjuntil November 1st if one-half tax is not paid prior-to June 1st • s i I -•.TC.ilii star. (1.;.e 74 !!t ct .t i,� , • 1 ,,;-:P ! r-:.t .c 11 Penalty of eight per cent on Homestead(12%on non-Homestead)is added on all taxes remaining unpaid on November 1st and said'' -. tax will become delinquent on the first Monday in Januarynext when an,additional 2 �per,cent is added,..,..4..„ ..., ,,,,i,xt r a } ' , .Y'.. 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'.F �' S..,-�a4 *• , i . +,. .s, - r -las'4 STREET,F ‘.,•;'-','".1':-;-.1'N'7'-',:, +{„ a.�,�,� � t �t ttr '° f -« �»� �+1 '�•yri� j ,gam..''s>,ui �t7 4 " .i �i ADDRESS ' r+ - t .4 r,. t .. F ' r _ � STREET r.-> 'r.,'Z Y . y '.• rri ,1; `".�-`r '; .. 1 u•., t 'i,'fir.•,iii r't*"st-Z e r��d„ Vii{w` %a•.4,..,.,,}: ,,,eg., .i e �, 5 : ADDRESS 4 > ; •';�` } t. ;',:,-1"•k: ♦ s-s. .• ?• , tiy'� •„ } .1'a:c l'''',j :,_:;.r -0: 'v0� , t .,J-*. . . < •�j,;. ,e_.qty_. r .i .� ,--'4' ,..rs: ,. `� F g'{: Ff- t"r.?---.1*-�-lo. ",} .;Y t W.::i ';:,?r•b ,•q a - g.--'' 'ht'-4,t_'-,r,4,,,,,, "�.1 Y:'`I* w""k:�' '-"lir ri. ,y,:t t ♦ -;'.;;.';#, 1 4 4,4,E• %.; * iF*'f"f.-I4, ,-7,.t •'Yt,,•.is.:r yj7 esk•^ :;.,.�y •,�4+}` • � y • + 4. t „ t t ' f ,, y,F `..••y %z:-. .;,,,.'7,' ` L .j N 1ti z:_be "A a'7r "1-'3•'x."""`'..'1 wh4Jd Fn' y,'?'[ �1 i j 1 s , i ,.._".1-i.q t • H9 ,. ,,.'r•�.r~ ,wtk +f .--; .'-�z,i S •t`S{4y('K't STATE ZIPC_ODE ' 'STATE '` s• r, ^a t 4 s �'”" c ._ ., ,�1``,. 1 1 • y '.; x.!•'t' R y .fir}9 • • .+. t + t :-,.1 "-t ti .A 'a I r .r,:ti 3,'... ]4 ,0:.:f ,ti .-Zr ow;1•*•Irr- •"JiJ :4 3H''-'3...:„.1'..1%''',..+! •1'. , �. ♦ �•.-,_try. Y 7 •. ! farm 103 Rev.8-71 • " • 4110 TITLE INSURANCE COMPANY OF MINNESOTA T. I. No. 98532 a Stodc Company of Minneapolis,Minnesota RE: CITY OF OAK PARK HEIGHTS, MINNESOTA ENDORSEMENT R 275387 To be attached to and become a part of Policy No. B 1305470 of Title Insurance Company of Minnesota. The effective date of the above numbered Policy is hereby extended to September 20, 1979 at 5:00 P.M. The total liability of the Company under said policy and any endorsement thereto shall not exceed,in the aggregate, the face amount of said policy and costs which the Company is obligated under the Conditions and Stipulations thereof to pay. This endorsement, when countersigned by an authorized officer or agent,is made a part of said policy as of the policy date thereof and is subject to the Schedules, Conditions and Stipulations and Exclusions from Coverage therein contained,except as modified by the provisions hereof. TITLE INSURANCE COMPANY OF MINNESOTA -s+Gde President Countersigned: y Secretary Authorized Officer or Age • ;At ITLE INSURANCE OMPANY OF INNESOTA SCHEDULE A Premium$ 7.50 File No. 98532 Policy No. B 1305470 1. Policy Date Atiguct 29, 1474 at 51'0013-M- Amount$2,000,000.00 2. Name of Insured: FIRST TRUST COMPANY OF SAINT PAUL, AS TRUSTEE 3. The title to the fee simple estate in said land is, at the date hereof, vested in THE CITY OF OAK PARK HEIGHTS MINNESOTA 4. The mortgage and assignments, if any, covered by this policy are described as follows: Mortgage dated August 15, 1979, and recorded on August 29, 1979, in the office of the County Recorder, as Document Number 394865, made by City of Oak Park Heights, Minnesota, a municipal corporation, to First Trust Company of Saint Paul , as Trustee, to secure $2,000,000.00. 5. The land referred to in this policy is situated in Washington County, Minnesota and is the same land as described in the mortgage shown at No. 4 above. Address known as: Oak Park Heights, County of Washington, Minnesota TIM MORTGAGE Rev.1-79 FORM 2254 PN This Policy valid only if Schedule B is attached. - "_. w • . ,---.1--/';(%_.:,:.} .,t, POLICY NO. J 1305470 0 - ii ` • >/ AMERICAN LAND TITLE ASSOCIATION LOAN POLICY— 1970 Rev. • i :Et '1 +ass o ,i 'x 1 (3 4.`,:i....OY.O Mi _ . .' ! ITLE INSURANCE IOMPANY OF MINNESOTA ^ :. . .._, a Stock Company,of Minneapolis,Minnesota r ..; SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS CONTAINED IN SCHEDULE B AND t;:': THE PROVISIONS OF THE CONDITIONS AND STIPULATIONS HEREOF, irz4. TITLE INSURANCE COMPANY OF MINNESOTA, herein called the Company,insures,as of Date of Policy shown in t%- c,i I Schedule A,against loss or damage,not exceeding the amount of insurance stated in Schedule A,and costs,attorneys'fees and :> expenses which the Company may become obligated to pay hereunder,sustained or incurred by the insured by reason of: P`_ I. Title to the estate or interest described in Schedule A being vested otherwise than as stated therein; rc 2. Any defect in or lien or encumbrance on such title; 3. Lack of a right of access to and from the land; g-, 3 4. Unmarketability of such title; --; 5. The invalidity or unenforceability of the lien of the insured mortgage upon said estate or interest except to the p1.3 _ extent that such invalidity or unenforceability, or claim thereof, arises out of the transaction evidenced by the t.:4 ` .. insured mortgage and is based upon VA ;r ,,; a. usury,or W._"' i if b. any consumer credit protection or truth in lending law; P4.1. .1 6. The priority of any lien or encumbrance over the lien of the insured mortgage; - ,. .. 7. Any statutory lien for labor or material which now has gained or hereafter may gain priority over the lien of the y••• } insured mortgage, except any such lien arising from an improvement on the land contracted for and commenced i'__ -I subsequent to Date of Policy not financed in whole or in part by proceeds of the indebtedness secured by the k. insured mortgage which at Date of Policy the insured has advanced or is obligated to advance;or 8. The invalidity or unenforceability of any assignment, shown in Schedule A,of the insured mortgage or the failurete,, ` of said assignment to vest title to the insured mortgage in the named insured assignee free and clear of all liens. ,.-. IN WITNESS WHEREOF,the said Title Insurance Company of Minnesota has caused its corporate name and seal to be t`" hereunto affixed by its duly authorized officers as of the date shown in Schedule A,the policy to be valid when countersigned t - by an authorized officer or agent of the Company. ., sa I 1ITLE !NSURANCEOMPANYOFMINNESOTA 1 I: :1 t;:...1 .} President .t.-.-..1 Countersigned: Vic j Y fCA '1 a Q. �f A •� ,^ - . Secretary . 4.. AntnOI zIze OtfT�cer orA_ent %` r EXCLUSIONS FROM COVERAGE ! I4 ' The following matters ar- •ressly excluded from thecoverage of this policy: s 1. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) E"-' ' Y ' restricting or regulating or prohibiting the occupancy, use or enjoyment of the land,or regulating the character, t c,}y dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in 11:":-.*: ownership or a reduction in the dimensions or area of the land,or the effect of any violation of any such law,ordi- ,i; nance or governmental regulation. ;•:. t'ii 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights fi appears in the public records at Date of Policy. j' 3. Defects liens, encumbrances, adverse claims, or other matters(a) created suffered, assumed ora agreed to bythe 1:' insured claimant;(b) not known to the Company and not shown by the public records but known to the insured '1 :`i claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy °I or acquired the insured mortgage and not disclosed in writing by the insured claimant to the Company prior to the •3 o date such insured claimant became an insured hereunder;(c)resulting in no loss or damage to the insured claimant; 1 (d) attaching or created subsequent to Date of Policy (except to the extent insurance is afforded herein as to any e: 1 .:? statutory lien for labor or material or right thereto). :; : 4. Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or of any -. subsequent owner of the indebtedness to comply with applicable "doing business" laws of the state in which the .`sr land is situated. 7-w, R. Form 209 1/79 Copyright 1969 American Land Title Association t r . statement shall have been furnished. Failu furnish such state- by additional prin indebtedness created subsequent to Date nicut of loss or damage shall terminal y liability of the of Policy, except mpg amounts advanced to protect the lien of Company under this policy as to such loss or damage. the insured mortgage and secured thereby. 5. Options to Pay or Otherwise Settle Claims No payment shall be made without producing this policy The Company shall have the option to pay or otherwise for endorsement of such payment unless the policy be lost or settle for or in the name of an insured claimant any claim insured destroyed,in which case proof of loss or destruction shall be fur- against or to terminate all liability and obligations of the Company Wished to the satisfaction of the Company. hereunder by paying or tendering payment of the amount of 9. Liability Noncumulative. insurance under this policy together with any costs, attorneys' If the insured acquires title to the estate or interest in satis- fees and expenses incurred up to the time of such payment or tender of payment by the insured claimant and authorized by the faction of the indebtedness secured by the insured mortgage,or Company. In case loss or damage is claimed under this policy by any part thereof, it is expressly understood that the amount of an insured, the Company shall have the further option to purchase insurance under this policy shall be reduced by any amount the such indebtedness for the amount owing thereon together with all Company may pay under any policy insuring a mortgage here- costs,attorneys'fees and expenses which the Company is obligated after executed by an insured which is a charge or lien on the hereunder to pay. If the Company offers to purchase said indebt- estate or interest described or referred to in Schedule A,and the edness as herein provided, the owner of such indebtedness shall amount so paid shall be deemed a payment under this policy. transfer and assign said indebtedness and the mortgage and any 10. Subrogation Upon Payment or Settlement collateral securing the same to the Company upon payment there- Whenever the Company shall have settled a claim under this for as herein provided. policy, all right of subrogation shall vest in the Company unaf- 6. Determination and Payment of Loss fected by any act of the insured claimant,except that the owner (a) The liability of the Company under this policy shall of the indebtedness secured by the insured mortgage may release in no case exceed the least of: or substitute the personal liability of any debtor or guarantor, (i) the actual loss of the insured claimant;or or extend or otherwise modify the terms of payment,or release (ii) the amount of insurance stated in Schedule A, a portion of the estate or interest from the lien of the insured mortgage, or release any collateral security for the indebtedness, or,if applicable, the amount of insurance as defined in paragraph provided such act occurs prior to receipt by the insured of 2(a)hereof;or notice of any claim of title or interest adverse to the title to the (iii) the amount of the indebtedness secured by the estate or interest or the priority of the lien of the insured mortgage insured mortgage as determined under paragraph 8 hereof,at the and does not result in any loss of priority of the lien of the insured time the loss or dainage insured against hereunder occurs,together mortgage.The Company shall be subrogated to and be entitled to with interest thereon;or all rights and remedies which such insured claimant would have (b) The Company will pay, in addition to any loss had against any person or property in respect to such claim had insured against by this policy, all costs imposed upon an insured this policy not been issued, and if requested by the Company, in litigation carried on by the Company for such insured,and all such insured claimant shall transfer to the Company all rights and costs, attorneys'fees and expenses in litigation carried on by such remedies against any person or property necessary in order to insured with the written authorization of the Company. perfect such right of subrogation and shall permit the Company (c) When liability has been definitely fixed in accordance to use the name of such insured claimant in any transaction or with the conditions of this policy, the loss or damage shall be litigation involving such rights or remedies.If the payment does payable within 30 days thereafter. not cover the loss of such insured claimant,the Company shall be 7. Limitation of Liability subrogated to such rights and remedies in the proportion which said payment bears to the amount of said loss,but such subroga- No claim shall arise or be maintainable under this policy(a) tion shall be in subordination to the insured mortgage. If loss of if the Company, after having received notice of an alleged defect, priority should result from any act of such insured claimant,such lien or encumbrance insured against hereunder, by litigation or act shall not void this policy, but the Company, in that event, otherwise,removes such de feet,lien or encumbrance or establishes shall be required to pay only that part of any losses insured the title,or the lien of the insured mortgage,as insured,within a against hereunder which shall exceed the amount, if any,lost to reasonable time after receipt of such notice;(b) in the event of the Company by reason of the impairment of the right of subro- litigation until there has been a final determination by a court of gation. competent jurisdiction, and disposition of all appeals therefrom, I1. Liability Limited to this Policy adverse to the title or to the lien of the insured mortgage, as This instrument together with all endorsements and other insured, as provided in paragraph 3 hereof; or (c) for liability instruments if attached hereto bythe Companyis the entire voluntarily assumed by an insured in settling any claim or suit any, without prior written consent of the Company. policy and contract between the insured and the Company. Any claim of loss or damage, whether or not based on negli- 8. Reduction of Liability gence, and which arises out of the status of the lien of the insured (a) All payments under this policy, except payments mortgage or of the title to the estate or interest covered hereby made for costs, attorneys' fees and expenses, shall reduce the or any action asserting such claim, shall be restricted to the pro- amount of the insurance pro tanto;provided,however,such pay- visions and conditions and stipulations of this policy. ments, prior to the acquisition of title to said estate or interest No amendment of or endorsement to this policy can be made as provided in paragraph 2(a) of these Conditions and Stipula- except by writing endorsed hereon or attached hereto signed by tions, shall not reduce pro tanto the amount of the insurance either the President, a Vice President,the Secretary,an Assistant afforded hereunder except to the extent that such payments Secretary, or validating officer or authorized signatory of the reduce the amount of the indebtedness secured by the insured Company. mortgage. Payment in full by any person or voluntary satisfaction or 12. Notices,Where Sent release of the insured mortgage shall terminate all liability of the All notice required to be given the Company and any state- Company except as provided in paragraph 2(a)hereof. ment in writing required to be furnished the Company shall be (b) The liability of the Company shall not be increased addressed to its Home Office, Minneapolis, Minnesota 55401. ' . Note:This policy valid only if Schedules A and B are attached. CONDITIONS AND STIPULATIONS 11.• I. Definition of Terms reason of covenants of warranty made by such insured in any The following terms when used in this policy mean: transfer or conveyance of such estate or interest;provided,how- (a) "insured" the insured named in Schedule A. The ever, this policy shall not continue in force in favor of any pur- term "insured" also includes (i) the owner of the indebtedness chaser from such insured of either said estate or interest or the secured by the insured mortgage and each successor in ownership indebtedness secured by a purchase money mortgage given to of such indebtedness(reserving,however,all rights and defenses as such insured. to any such successor who acquires the indebtedness by operation 3. Defense and Prosecution of Actions — Notice of Claim of law as distinguished from purchase including,but not limited to, to be given by an Insured Claimant heirs, distributees, devisees, survivors, personal representatives, (a) The Company, at its own cost and without undue next of kin or corporate or fiduciary successors that the Company delay, shall provide for the defense of an insured in all litigation would have had against the successor's transferor),and further in- consisting of actions or proceedings commenced against such eludes(ii)any governmental agency or instrumentality which is an insured, or defenses, restraining orders or injunctions interposed insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing said indebtedness, or any part thereof, against a foreclosure of the insured mortgage or a defense inter- whether named as an insured herein or not, and (iii) the parties posed against an insured in an action to enforce a contract for a designated in paragraph 2(a)of these Conditions and Stipulations. sale of the indebtedness secured by the insured mortgage, or a (b) "insured claimant": an insured claiming loss or sale of the estate or interest in said land, to the extent that such damage hereunder. litigation is founded upon an alleged defect,lien, encumbrance, or other matter insured against by this policy. (c) "knowledge": actual knowledge, not constructive (b) The insured shall notify the Company promptly in knowledge or notice which may be imputed to an insured by writing(i) in case any action or proceeding is begun or defense or reason of any public records. restraining order or injunction is interposed as set forth in (a) (d) "land": the land described, specifically or by above, (ii)in case knowledge shall come to an insured hereunder reference in Schedule A,and improvements affixed thereto which of any claim of title or interest which is adverse to the title to the by law constitute real property; provided, however, the term estate or interest or the lien of the insured mortgage, as insured, "land" does not include any property beyond the lines of the area and which might cause loss or damage for which the Company specifically described or referred to in Schedule A,nor any right, may be liable by virtue of this policy,or(iii)if title to the estate title, interest, estate or easement in abutting streets, roads, or interest or the lien of the insured mortgage, as insured, is re- avenues, alleys, lanes, ways or waterways, but nothing herein jected as unmarketable. If such prompt notice shall not be given shall modify or limit the extent to which a right of access to and to the Company, then as to such insured all liability of the Corn- from the land is insured by this policy. pany shall cease and terminate in regard to the matter or matters (e) "mortgage": mortgage, deed of trust, trust deed,or for which such prompt notice is required;provided,however, that other security instrument. failure to notify shall in no case prejuduce the rights of any such (f) "public records": those records which by law impart insured under this policy unless the Company shall be prejudiced constructive notice of matters relating to said land. by such failure and then only to the extent of such prejudice. 2. (a) Continuation of Insurance after Acquisition of Title (c) The Company shall have the right at its own cost to This policy shall continue in force as of Date of Policy in institute and without undue delay prosecute any action or pro- favor of an insured who acquires all or anypart of the estate or pro- ceeding or to do any other act which in its opinion may be neves- q sary or desirable to establish the title to the estate or interest or interest in the land described in Schedule A by foreclosure,trus- thtee's sale,conveyance in lieu of foreclosure,or other legal manner maye lien of the insured mortgage, as insured, and the Company discharges the lien of the insured mortgage, and if the take any appropriate action under the.terms of this policy, whichinsured is a corporation,the li its transfereea oe the estaind if se whether or not it shall be liable thereunder,and shall not thereby v' concede liability or waive any provision of this policy. acquired, pro provided the transferee is the parent or wholly owned (d) Whenever the Company shall have brought any subsidiary of the insured;and in favor of any governmental agency action or interposed a defense as required or permitted by the pro- or instrumentality which acquires all or any part of the estate or visions of this policy, the Company may pursue any such litiga- interest pursuant to a contract of insurance or guaranty insuring tion to final determination by a court of competent jurisdiction or guaranteeing the indebtedness secured by the insured mortgage; and expressly reserves the right, in its sole discretion, to appeal provided that the amount of insurance hereunder after such ac- quisition, exclusive of costs, attorneys' fees and expenses which from any adverse judgment or order. the Company may become obligated to pay,shall not exceed the (e) In all cases where this policy permits or requires least of: the Company to prosecute or provide for the defense of any 0) the amount of insurance stated in Schedule A; action or proceeding, the insured hereunder shall secure to the (ii) the amount of the unpaid principal of the indebted- Company the right to so prosecute or provide defense in such interesthethereon, pany to use, at its option, the name of such insured for such action or proceeding,and all appeals therein,and permit the Corn- Hess as defined in paragraph 8 hereof, plus expenses of foreclosure and amounts advanced to protect the lien of the insured mortgage and secured by said insured mortgage at purpose. Whenever requested by the Company,such insured shall pro- the time of acquisition of such estate or interest in the land;or give the Company all reasonable aid in any such action or ceeding, in effecting settlement, securing evidence, obtaining (iii) the amount paid by any governmental agency or witnesses,or prosecuting or defending such action or proceeding, instrumentality, if such agency or instrumentality is the insured and the Company shall reimburse such insured for any expense so claimant, in the acquisition of such estate or interest in satisfac- incurred. tion of its insurance contract or guaranty. 4. Notice of Loss—Limitation of Action (b) Continuation of Insurance after Conveyance of Title In addition to the notices required under paragraph 3(b) of The coverage of this policy shall continue in force as of these Conditions and Stipulations, a statement in writing of any Date of Policy in favor of an insured so long as such insured re- loss or damage for which it is claimed the Company is liable under tains an estate or interest in the land, or holds an indebtedness this policy shall be furnished to the Company within 90 days after secured by a purchase money mortgage given by a purchaser from such loss or damage shall have been determined and no right of such insured, or so long as such insured shall have Jiability by action shall accrue to an insured claimant until 30 days after such . (Continued on inside back flap) i iM MUH!GAGE FORM 2191 • • • File No. 98532 Policy No. B 1305470 SCHEDULE L B-- I This policy does not insure against loss or damage by reason of the following: 1. There are no special or pending assessments now a lien against the premises. 2. Taxes for the year 1979 and prior years are paid. 3. Easement for Transmission lines and related purposes in favor of North- ern States Power Company as contained in Book 297 of Deeds, on page 115. NOTE: The Company certifies that the planned improvements as shown on proposed Site Plan prepared by Columbian Engineering and Services, Inc. drawn August 30, 1977, revised May 11, 1978, are acceptable to Northern States Power Company. 4. Restrictions contained in lease with Red Owl Stores, Inc. filed August 23, 1967, in Book 16 of Miscellaneous page 240 that no portion of the shopping center premises, except that leased to Red Owl , shall be used in any manner for the sale of food products for consumption on or off of the premises during the term of the lease and any extensions thereof. Said restriction shall apply especially, but not exclusively, to grocery stores, bakeries, delicatessens, meat markets, dairy or milk stores etc. , as such Restrictions are modified by Agreement dated April 16, 1979, and recorded on April 18, 1979, as Document Number 389049. 5. Subject to that certain St. Croix Mall Real Estate Development Agreement dated April 17, 1979, recorded April 18, 1979, as Document Number 389052. For particulars, see attached Exhibit "A". 6. Easement agreement dated April 17, 1979, recorded April 18, 1979, as Document Number 389057. For particulars, see attached Exhibit "B". 7. Easement Agreement dated April 17, 1979, recorded April 18, 1979, as Document Number 389054. For particulars, see attached Exhibit "C". 8. Memorandum of Lease dated February 27, 1979, recorded August 29, 1979, as Document Number 394863, by and between Financial Properties Developers, Inc. , as Lessor; and K Mart Corporation, as Lessee. Assignment of Lessor's interest in above named Lease dated August 15, 1979, recorded August 29, 1979, as Document Number 394867, to First Trust Company of Saint Paul , as Trustee with the consent of the City of SCHEDULE B.- II • CONTINUED In addition to the matters set forth in Part I of this Schedule, the title to the estate or interest in the land described or referred to in Schedule A is subject to the following matters,if any be shown, but the Company insures that the lien or charge of the insured mortgage upon said estate or interest is prior to such matters: CONTINUED TIM Form 2110 • • • File No. 98532 Policy No. B 1305470 SCHEDULE B-1 Continued Oak Park Heights, Minnesota. 9. Memorandum of the Installment Sale Agreement and the Assignment thereof dated August 15, 1979, and recorded August 29, 1979, as Document Number 394866, by and between Financial Properties Developers, Inc. , as "Buyer"; and The City of Oak Park Heights, Minnesota, as "Seller"; and First Trust Company of Saint Paul , as Trustee, as "Assignee." 10. Agreement (Bond Proceeds Assignment) dated August 15, 1979, and recorded August 29, 1979, as Document Number 394872, by and between Financial Properties Developers, Inc. , "Developer"; First Trust Company of Saint Paul , as Trustee "Trustee"; and Mellon Bank, N.A., "Bank." 11. Financing Statement recorded August 29, 1979, as Document Number 394868, under the provisions of the Uniform Commercial Code, the debtor's name is: City of Oak Park Heights, Minnesota, and the name of the secured party is: First Trust Company of Saint Paul . 12. Facts arrising subsequent to April 18, 1979, which would be disclosed by an accurate survey of the insured premises. • • TIM Form 2110 IP • • . „ File No. 98532 Policy No. B 1305470 SCHEDULE B-II Continued 1. Interim Construction Loan Mortgage and Security Agreement dated August 15, 1979, and recorded on August 29, 1979, in the office of the County Recorder, as Document Number 394869, made by City of Oak Park Heights, a municipal corporation and political subdivision of the State of Minn- esota and Financial Properties Developers, Inc. , a Georgia Corporation, to Mellon Bank, N.A. , to secure $2,000,000.00. 2. Assignment dated August 15, 1979, recorded August 29, 1979, as Document Number 394871, assigns Lessor's interest in that certain Memorandum of Lease recorded as Document Number 394863, to Mellon Bank, N.A. , and by this instruments own terms is subordinate to that certain Assignment recorded as Document Number 394867. 3. Supplemental Installment Sale Agreement dated August 15, 1979, and recorded August 29, 1979, as Document Number 394870, by and between Financial Properties Developers, Inc. , as "Buyer"; and City of Oak Park Heights, Minnesota, as "Seller"; and Mellon Bank, N.A. , as "Assignee." 4. Financing Statement recorded August 29, 1979, as Document Number 394873, under the provisions of the Uniform Commercial Code, the Debtor's name is: City of Oak Park Heights and the name of the secured party is: Mellon Bank, N.A. r • 410 LIST OF DOCUMENTS (Original Documents) 394863: Memorandum of lease 394864: Warranty Deed 394865: Mortgage 394866: Memorandum of the Installment and the assignment thereof. 394867: Memorandum of Assignment of Landlords Interests in the Lease as collateral Security. 394868: Financing Statement-County Recorder and 487137: Financing Statement-Secretary of State. 394869: Interim Construction Mortgage and Security Agreement. 394870: Supplemental Installment Sale Agreement and Assignment. 394871: Assignment of Lessor's Interest in Lease. 394872: Agreement (Bond Proceeds Assignment) 394873: Financing Statement-County Recorder and 487136: Financing Statement-Secretary of State 38. November 16, 1979 linancial Properties Developers, Xna. 5825 Glenridge Drive N. E. Atlanta, Georgia 30328 Attention: Mr. Joseph L. Lancaster Dear Mr, Lancaster: The City Council of the City of Oak Park Heights has asked me to thank you for your consideration in turning the light* off in the South parking lot of the new K Mart store here in Oak Park Heights' Very truly your*, La Yonne Wilson, Clerk-Treasurer City of Oak Pe* Heights: LW/lw tronf aepuocel gdosor 6461 '91 4041110A0K • • t lir441" 2(614 "e7e":)7 72 (') ///Z: E34 c /f' /"7 -)4(//2/"1:‘)L7; / (l /70- c 1-7-t/2 /it ,9„,z( /.2c_7/1- ;, e--2 ( e 7:sA-7 7;frY 7 ) Z1 77/7 / / /e)Al 7o 7/(7725:- 7; e7 November 8, 1979 Dougherty, Dawkins, Strand & Eckstrar investment Bankers 414 IDS Center ki nneapolie, in. 35401 Attitt Mr. Jeffrey Molds Dear Mr. Rohe: Enclosed please find the fefund for the $3000.00 escrow acoount for the K-Mart project. Costa were $1850.00 to Joran & Moody and $2037.90 to Eckberg, Lamers, Briggs & Wolf. Check is in the Mount of $].).12.10. Very truly yours, La Vona, Wilson, Cleric-Treasurer City of Oak Park Heights LW/lw Eno; _ I IF • _ • /C.B la ■Cif-4. APPAREL CORP. 7373 WEST SIDE AVENUE,NORTH BERGEN,N 01047 (201)161.9100 • I • September 20, 1979 Department of Revenue Attention: Tax pepartment Stillwater, Minnesota 55082 Gentlemen: On November 18, 1979 we will be opening a store in your City/County. This store will be a leased retail ladies wear department in the Kmart located at: 5909 Omaha Avenue N. Stillwater, Minnesota 55082 Please forward any license and/or tax applications needed to carry on our operation in your community to: Tax Department, Kmart Apparel Corp. , 7373 West Side Avenue, North Bergen, New Jersey 07047. Please let us know of every type of tax that we may be liable for, whether it be an income tax, payroll tax, or license tax. All sales and property taxes will be handled by our parent corporation, Kmart Corporation. ,- Very truly yours, 9.01,,.. e 911,..,. r John R. Morano Tax Department JRM:af October 40 1979 K Mart Apparel Corporation 737, West Side Avenue North Bergen, N. J. 07047 Attn: John R. Moran% Tax Dept. Dear Mr. Moreno: In reference to your letter dated September 200 1979, Vie City of OA Park Heights does not require income taxi payroll tax or any license, tax. Very truly route. La Yonne Wilson, Clerk...Treasurer City of Oak Park Heigh tW/iw , Midwest • • • Planning: esearchl aaaaaa■a �asE'a��a*'a�aea'a'e'aaaaaaaaam a ___llaaamilsreaaaae urban planning • design • market research RR si ■�•e+a,■■ ) no �i ��}■�oan r allll ea1aoilloi■ 416 east hennepin avenue minneapolis 111111111111111111111uc l;j D.aaasum i! u i i ' � au — minnesota 55414 (612)379-4600 MEMORANDUM TO: Oak Park Heights Mayor and City Council FROM: David R. Licht DATE: September 10, 1979 RE: Oak Park Heights - St. Croix Mall - K-Mart BACKGROUND Midwest Planning was contacted on 4 September by Financial Properties with regard to the acceptability of a pylon sign being installed for the K-Mart development associated with the St. Croix Mall . Prior to Midwest's being releived of responsibility for review of this project, it was our recommendation that a signing plan be reviewed in conjunction with overall project approval . From a detailed check of the records by the City Clerk, it appears that neither the applicant or the City pursued approval of a sign plan. As a consequence of this situation, the subject site is now governed by the Sign Ordinance now in affect. In this regard, the current sign ordinance prohibits freestanding signs in a shopping center for the identification of a single business (wall signs are, however, permitted). In addition, signs identifying the complex or within the B-2 District are limited to 150 square feet. The proposed K-Mart sign measures 280 square feet. It was K-Mart's intention to push for a freestanding sign from the outset of the project. However, due to an oversight by the City, as well as the applicant, a total sign plan was not reviewed or acted upon. The developer is now in a position where he must make a determination to provide electrical service to the proposed freestanding sign. The investment at this point is suggested to be $5,000. If surfacing of the parking area would occur, and a later installation of electrical cables would be necessitated, an additional, higher cost for the freestanding sign would result. While being advised and recognizing that no formal decision can be made by the City Council at their 10 September meeting, the applicant is requesting a "reading" of the City Council as to their position on the sign variance. As stated by Mr. Joseph Lancaster of Financial Properties, this basic direction is necessary prior to the company making a decision as to providing utility service. Mr. Lancaster also stated that their request is in the priority that, first, a freestanding signas designed is the highest priority, secondly, a sign as now designed at 280 square feet above the 150 square foot minimum is the second priority. They, however, desire both required variances. Oak Park Heights Mafeand City Council • September 10, 1979 Page Two Mr. Lancaster was also advised by Midwest Planning that we would present their request to the City Council for a "reading" and if acceptable to the Council that they would have to file and gain approval of at least one or two variances prior to being able to obtain building permits. REQUEST EVALUATION Based upon the fact that Midwest has been pulled off the St. Croix Mall project, we will not make a recommendation relative to the requested sign. We would, however, recommend that the Council provide the applicant with a position on the potential required variances. A basis of the applicant's request is that Kentucky Fried Chicken has a freestanding sign and that they in turn need a freestanding sign for property identification. Additionally, the mall has an area identification sign which also identifies movies at the mall theaters. (See Attachment "A"). The proposed K-Mart sign is to be located on the rise in grade above Highway 212, just west of the Kentucky Fried Chicken building (see Attachment "B"). The "reading" being sought from the Council is to first, whether a freestanding sign will be permitted and secondly, whether it can exceed the 150 square foot minimum. Our only caution is that if a sign is permitted for K-Mart, it would appear pausable that a sign for each store within the mall would also be a possibility based upon the precedent being established. RECOMMENDATION In view of past City Council actions we, as indicated earlier, are not recommending a position on this matter. We believe it only fair, however, at this point for the Council to provide the applicant with a statement of direction so that a determination can be made as to installation of utility service for the sign. An additional overall suggestion is that some City staff person, whether it be the Clerk, Attorney or Midwest Planning be charged with organizing the overall status of the St. Croix Mall PUD. From checking records relative to the sign question, a great deal of uncertainty appears to exist relative to overall PUD approval . Additionally, it seems evident that several items have not been complied with. For the benefit of the applicant, developer and City, it would appear advantageous to investigate the matter and clarify the position for all concerned. cc: LaVonne Wilson Otto Bonestroo Lyle Eckberg Swager Bros. 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PAUL, MINNESOTA 55101 „ September 6, 1979 Mr. Donald Mondes, Mayor Oak Park Heights, MN 55082 Dear Mayor Mondes: Thank you for sending us information on K-Mart as required by the Minnesota Municipal Industrial Development Act, Section 474.01, Subdivision 8. Please consider this letter receipt of the information state law requires you to furnish us. If the Minnesota Department of Economic Development can in any way assist you in this or any future project, please let us know. We look forward to working with you in the future on expansions in Minnesota. Sincerely, Kent E. Eklund Assistant Commissioner KEE/lam AN EOUAL OPPORTUNITY EMPLOYER rg � '3 • , im®r-t. CORPORATION INTERNATIONAL HEADQUARTERS 3100 WEST BIG BEAVER ROAD TROY, MICHIGAN 48084 (313) 643-1000 September 5, 1979 City of Stillwater City Hall Business License Section Stillwater, MN RE: Store # 9612 Location: Hwy 212 at St. Croix Mall Stillwater, MN Opens: November 18, 1979 To Whom it May Concern: Our corporation, K Mart Corporation, will open retail operations in the above-referenced K Mart in your city/county. This will be a retail discount store selling variety merchandise including plants, pets, appliances, drugs, and in most cases operating cafeteria. Please advise if any items require that we obtain a business license or if your taxing locality imposes a business license or occupation tax based on gross receipts or inventory. If so, please send all ordinances and forms for application so that we may have the required licenses upon our store opening. Attached is a letter concerning the operation of a licensee in our store. This licensee, operating the sporting goods and automotive departments, is also a subsidiary of our corporation. If possible, we would like to consolidate their license tax pay- ments with ours. Please advise if this is agreeable to you. Please send all information to us at 3100 West Big Beaver, Troy, Michigan 48084, Attention: Tax Dept. , License Section. Thank you. Very truly yours, K MART CORPORATION Tax Department License Section Jeanette Pollock Phone (313) 643-1655 ♦ y r 4 III + k mart enterprises, inc. subsidiary of s, s. kresge company automotive H gasoline sporting goods September 5, 1979 City of Stillwater City Hall Business License Section • Stillwater, MN RE: Store # 9612 Location: Hwy 212 at St. Croix Mall Stillwater, MN Opens: November 18, 1979 TO WHOM IT MAX CONCERN: Our corporation, KEI Merchandising, Inc. , will open retail licensee operations in the above-referenced K mart in your city/county. We are a subsidiary of K mart Corporation who operates the general K mart store. We will operate the sporting goods and automotive departmen4s. Please advise if any items sold in these departments requires that we obtain a business license or if your taxing locality imposes a business license or occupation tax based on gross receipts or inven- tory. If so, please send all ordinances and forms for application so that we may have the required licenses upon our store opening. Please send all information to us at 3100 W. Big Beaver, Troy, Michigan 48084, Attention: Tax Department, License Section. Thank you. • Very truly yours, KEI MERCHANDISING, INC. Tax Department License Section Jeanette Pollock Phone ( 313) 643-1790 3000 w. 14 mile road❑royal oak, michigan 48073 l 1313-549-8400 gepteiber 26, 1979 K Mart Corporation 3100 W Sig Beaver Road Trooy, Michigan 48084 Attn: Jeanette Pollock, Taut Dept. Dear Ms. Pollock; In reference to your letter dated September 3th, the City of Oak Park Heights does not require a business and does not iapoee an occupation tax. Very truly yours, La Vonne Wilson, Clad*- ►aau rer �►69f--P k tar1,040t4 LW/lw !r---- --- - -- -- - IOW--_ • • 1 RAPID NOTE DATE FROM TO 11 9,/ D 2 Ie/Y / - /22.) .5i-;/4 Gj/Z civ T (' • (7//C'14 C (NI e/ l"— /L iamt1-t---- 'Mi'( 4, ,Pt Crus, rtc-n e,vi1 7 ?i1 y c:.s..-4/ 011 A,'e k .4044 C# a f /PA., kS 4 Qs g c Cif ; C i 4,i j41/1,ci t ,- demi,i s Old Re i'l7/k-4° p</1 sl„ , '-- d t,'t s4,,2,4,-? ?1, sr? se elA , (" (7, r/-, c fit_ 4- ,/4-_,...L ee l‘.f'rr4' Ci!' do`7ti s�- )- •. SIGNED ./L---- i TOPS NO. 3702 LITHO U.S.A. jir - To NORTHERN BANK NOFOMPANY, P.O. BOX 668, IA GRANGE, ILLINOIS/if ,LW, P REVISED SCHEDULE OF SERIAL MATURITIES DATE Aug. 6, 1979 ORDER No. T 1515 NILE CITY OF OAK PARK HEIGHTS, MINNESOTA DESCRIPTION Industrial Development First Mortgage Revenue Bond DATED AUG. 15 1979 DF ISSUE Series A 1979 K mart Corporation - Tenant and Guarantor QUANTITY 400 DENOMINATION $5000 COUPON NO. 1 PAYABLE FEB. 15, 1980 BALANCE PAYABLE AUG. 15 & FEB. 15 PURPLE 419 $5000 Filing • •- I QUANTITY NUMBERS cusiP PAYABLE COUPON SERIAL NOS. INTEREST COUPON AMOUNTS 671571 (PREFIX: A-) 7 1 - 7 AA 5 AUG. 15, 1981 1 - 4 6.50% $162.50 7 8 - 14 AB3 82 6 8 15 - 22 AC 1 83 8 8 23 - 30 AD 9 84 10 6.60% $165.00 9 31 - 39 AE 7 85 12 9 40 - 48 AF 4 86 14 ,. 10 49 - 58 AG 2 87 16 11 59 - 69 AH 0 88 18 11 70 - 80 AJ 6 89 20 12 81 - 92 AK 3 90 22 , 13 93 - 105 AL 1 91 24 14 106 - 119 AM 9 92 26 14 120 - 133 AN 7 93 28 15 134 - 148 AP 2 94 30 16 149 - 164 AQ 0 95 32 17 165 - 181 AR 8 96 34 19 182 - 200 AS 6 97 36 20 201 - 220 AT 4 98 38 21 221 - 241 AU 1 99 40 159 242 -. 400 AV 9 ** 2005 52 6.75% $168.75 ** SEI° MATURITY. APPR(1VR11 RV ADVICE CSF PMENT cgs NURTHERN'HANK NOM COMPANY �: ,,,.' 1 SECUR1YY REOU/RCS CM1ISTOOY OF ENORAY'NOS PRCPAPCO YY THIS COMPANY fi Lk GRADTOE. OI$60025 AREA CODE 312 INVOICE toe r- x ,'a 1 ', s't, ,.?' • 'e TERMS: NET ON RECEtP $P•�irkVb4Ct IIIVIIII tfolifillitimmaimarAMIIIII Past Due Invrokes are subject to a 1%fret month - charge(Annual Rate 12% service ) f.©.6. COUNTILYSIDE:Ili;: '^_ R /Uut:. N 'Y EMt�TT OP �� _ .RLEA56 Rl;'�UR � k _ '' , - "`1 ',_ .fit OW. I + ..; ir Wolk ., DATE RECD ' OUR JOS NO. INVOICE NO.• DATE OP INVOICE CUSTOMER ORDER ISSUER Mit or 4:tikit *MX 11117.41111111. stakikedm•ita ' No:M Moximv+e QUANTITY DESCRIPTION No.of NUMBERED ,.3 McltyrililRs- COUVons •Re * 406 41111040 ik + litssiiktarammt l I ,' ,3 "r1/110110 t - , Skormersts* Ilimildiais. Serie, A 1,79 lit 'past , , - . ' • camposittfri*Sata 4''.,Ilmossi .. 1 c 14,==a1;41t Cf[ 1 . I SNIP TO: .w • I;t' DATE SHIPPED, VIA UMBER CSF iii. Set F141 ,dao a reolexiit 1 126 1001Niiiiii :obit Sa . • '-A *P- OF MINNESOA -ummissioner of Banks � f x Commissioner of Securities (612) 296-2715 ' (612) 296-6848 Commissioner of Insurance ice' Executive Secretary (612) 296-2488 (612) 296-2283 4frxqN��pe� DEPARTMENT OF CMMERCE 500 Metro Square Building St Paul, Minnesota 55101 August 9 , . 979 The Honorable Donald Mondor Mayor of Oak Park Heights 6141 Panama Avenue North Stillwater , MN 55082 Re : $2 ,000 , 000 City of Oak Park Heights Industrial Development Revenue Bonds (K-Mart Project) Dear Mayor Mondor : The Commissioner of Securities has examined thL, application alid exhibits submitted by you relating to the proposal to offer revenue bonds as authorized by the Municipal Industrial Development Act . Based upon the information submitted by you, approval of the project is hereby granted by the Commissioner of Securities . Such approval shall not be deeme' to be an approval by the Commissioner or the State of the feasibility of the project or the terms of the revenue agreement to be executed or the bonds to be issued therefore . Very truly yours , //2/24/U a4e',6 0194/ MARY LICE BROPHY Commissioner of Securities MAB :TEC : dw cc : Lyle J . Eckberg, Esq . 4r, r AL OPPORTUN w =MP OVER 46%. • • LAW OFFICES OF ECKBERG, LAMMERS. BRIGGS 8c WOLFF 126 SOUTH SECOND STREET P, O. BOX 40 STILLWATER, MINNESOTA 55082 439-2878 LYLE J. ECKBERG OF COUNSEL: JAMES F. LAMMERS WINSTON E SANDEEN ROBERT G. BRIGGS August 7, 1979 PAUL A. WOLFF MARK J. VIERLING Mr . Anthony Bibus Minnesota Department of Commerce Securities Division 500 Metro Square Building St . Paul, Minnesota 55101 Re: K Mart Project Oak Park Heights , Minnesota Dear Mr . B ibus : • We enclose herewith the following documents, in triplicate: r 1. Application for Approval of Municipal Industrial Revenue Bond Project. 2 . Letter of Commitment from Zappala & Company, Inc . to the City Council to purchase the City' s bonds, if issued. t 3 . Statement by the Mayor of the City of Oak Park Heights as to the City' s opinion of how the project satisfies the public purpose and policies of the Minnesota Industrial Development Act. • 4 . Resolution duly adopted by the City Council of the City of Oak Park Heights on December 18, 1978 . If there should be any questions regarding the above, do not hesitate to contact us . Your = tr y, z LJE:kf y J. Eckberg Encs . cc: Lynch and Lynch Juran & Moody, Inc . Dougherty, Dawkins, et al LaVonne Wilson, City Clerk • • CITY OF OAK PARK HEIGHTS STILLWATEIt, MINNESOTA 5 082 August� 6, 1979 C & P Excavating Company 15430 North 58th Street Stillwater, Mn. 55082 Gentlemen: This is to notify you that the utility connections on the K-Mart Project in Oak Park Heights, Minnesota are complete and have been inspected as of June 1979. A hydrostatic pressure test was witnessed at this time also. Very truly yours, d2,1041-30).fret d°41/44"1--- Lawrence Palmer, Utility Inspector City of Oak Park Heights LW/lw CITY O1•` 410 OAK PARK IIEIGIiT' 4T11.LNAT1rIt, NUL NNJ' OTA :iil►fi•,2 August 6, 1979 Minnesota Department of Commerce Securities Division Re: K Mart Project - City of Oak Park Heights The undersigned, being the Mayor of the City of Oak Park Heights, Minnesota (the "City") , certifies that Financial Properties Developers, Inc. (the "Proponent") has provided the City Council of Oak Park Heights (the "City Council")with certain information concerning a proposed project (the "Project) under the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act") . On the basis of such information the City Council, by resolution adopted December 18, 1978, has given preliminary approval to the Project and the financing thereof by the issuance of a revenue obligation of the City. The following are factors considered by the City Council in determining to give preliminary approval to the Project: 1 . The Project consists generally of the acquisition of approximately 4 .0 acres of land and the construction and equipping of a K Mart department store building thereon, approximately 55, 552 square feet in size. 2 . Lynch and Lynch, Pittsburgh, Pennsylvania, as bond counsel, has given its preliminary opinion that the Project constitutes a "project" within the meaning of Section 474.02, Subdivision la, of the Act. 3 . The Proponent estimates that, as a result of the acquisition, construction and equipping of the Project, tenants of the Proponent will employ approximately 50 to 60 persons in the City and surrounding area. The City Council is concerned about providing employment opportunities in the City and believes that the existence of the Project in the city will provide such employment. illrir III 111 Page 2 4 . The Proponent estimates that the acquisition, construction and equipping of the Project will result in an additional annual payroll of approximately $500,000 .00, based on wage rates currently in effect. The City Council believes that a substantial percentage of that additional payroll will be spent on housing, food and other goods and services in the City and surrounding areas, thus benefiting the local economy. 5 . The City Council believes that the acquisition, construction and equipping of the Project will, in addition to providing employment opportunities in the City, result in more intensive development of the subject land, thereby helping to provide an adequate tax base to finance the costs of governmental services provided by the City, the county and the school district in which the City is located, and result in greater utilization of the City' s existing investment in educational and public service facilities and thereby contribute to the economic and human resources needed as a base for the provision thereof. 6 . The City will require that the Proponent perform all obligations of the City necessary to fully comply with the provisions of Minnesota Statute Section 474 .01, Subd. 8 . CITY OF OAK PARK HEIGHTS //g P / By � .yor • C ITS' OF • OAK PARK I-IEIGHTS vPILLNA EItINNEfi0'VA 550h42 August 6, 1979 The undersigned, being the Mayor of the City of Oak Park Heights, Minnesota (the "city") , certifies that Financial Properties Developers, Inc. (the "Proponent") has provided the City Council of Oak Park Heights (the "City Council")with certain information concerning a proposed project (the "Project) under the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act") . On the basis of such information the City Council, by resolution adopted December 18, 1978, has given preliminary approval to the Project and the financing thereof by the issuance of a revenue obligation of the City. The following are factors considered by the City Council in determining to give preliminary approval to the Project: 1. The Project consists generally of the acquisition of approximately 4 .0 acres of land and the construction and equipping of a K Mart department store building thereon, approximately 55, 552 square feet in size. 2 . Lynch and Lynch, Pittsburgh, Pennsylvania, as bond counsel, has given its preliminary opinion that the Project constitutes a "project" within the meaning of Section 474.02, Subdivision la, of the Act. 3 . The Proponent estimates that, as a result of the acquisition, construction and equipping of the Project, tenants of the Proponent will employ approximately 50 to 60 persons in the City and surrounding area. The City Council is concerned about providing employment opportunities in the City and believes that the existence of the Project in the City will provide such employment. 411 410 . . Page 2 4 . The Proponent estimates that the acquisition, construction and equipping of the Project will result in an additional annual payroll of approximately $500,000 .00, based on wage rates currently in effect. The City Council believes that a substantial percentage of that additional payroll will be spent on housing, food and other goods and services in the City and surrounding areas, thus benefiting the local economy. 5 . The City Council believes that the acquisition, construction and equipping of the Project will, in addition to providing employment opportunities in the City, result in more intensive development of the subject land, thereby helping to provide an adequate tax base to finance the costs of governmental services provided by the City, the county and the school district in which the City is located, and result in greater utilization of the City' s existing investment in educational and public service facilities and thereby contribute to the economic and human resources needed as a base for the provision thereof . 6 . The City will require that the Proponent perform all obligations of the City necessary to fully comply with the provisions of Minnesota Statute Section 474 .01, Subd. 8. CITY OF OAK PARK HEIGHTS By Mayor • I This Application rrusmbe stibi li *ted to CorrnissAlper' in duplicate a ********* **1:-t fir;;***:-** ;tic* **-';** -* *************** STATE OF MINNESOTA DEPARTMENT OF COI-CERCE - SECURITIES DIVISION *** "*7':*7E':.'**.J.'*7.t.****: '*7:*** :E'?':7:":C*=L'****n .***** APPLICATION For Approval of Municipal Industrial Revenue Bond Project Date July 27, 1979 Co: .iinnesota Department of Co=erce :ecurities Division 500 Metro Square Building it. Paul, Minnesota 55101 The governing body of Oak Park Heights , County of Washington Linnesota, hereby applies to the Commissioner of the State of Minnesota, ecurities Division of the Department of Commerce, for his approval of this :o=unity's proposed municipal Industrial Revenue Bond Issue, as required iy Section I , Subdivision 7, Chapter 474, Minnesota Statutes. We have errtered into preliminary discussions--with-:- FIRM Financial Properties Developers, Inc. ADDRESS 5825 Gl enri dge Drive, N.E. , Building 2, Suite 202 CITY Atlanta STATE Georgia 30328 State of Incorporation Georgia Smith, Cohen, Ringel , Kohler & Martin Attorney Henry Rogers Address 2400 First Natl . Bank Tower, Atlanta, GA 30303 Name of Project K Mart Project -� This firm is engaged primarily in (nature of business) : real estate development The funds received from the sale of the Industrial Revenue Bonds will je used to (general nature of project) : purchase land and construct a K Mart Department store It will be located in Oak Park Heights adjacent to St. Croix Mall on the corner - of U.S. Highway 212 and Osgood Avenue. The total bond issue will be approximately $ 2,000,000 to be applied la and payment of costs now estimated as follows : - -1- Land Acquisition and Site Dcvelopr„ent $ 63,000 • ionstruction Contracts 1 ,600 `Equipment Acquisition Installation 0 Architectural and Engineering Fees 32,000 Legal Fees 55,000 Interest during Construction 100,000 Initial Bond Reserve -� Contingencies 90 000 Bond Discount 60,000 Other -0- It is presently estimated that construction will begin on or about August 31 19 79 and will be .completed leted on or about Spring 19 g p new p created b 80the nen completed, there will be approximately 50-60 jobsY iroject at an annual payroll of approximately $500,000 based upon current- ;y prevailing wages. The tentative term of the financing is 25 years , commencing March .980. The following exhibits are furnished with this application and are in- Irorporated herein by reference: 1. An opinion of bond counsel that the proposal constitutes a project - under Minnesota Stat. , Chapter 474.02. -. 2. A copy of the city council resolution giving preliminary approval .for the issuance of its revenue bonds. 3. A comprehensive statement by the municipality indicating how the pro- ject satisfies the public purpose of Minnesota Stat: , Chapter 474.01. - 4. A letter of intent to purchase the bond issue or a letter confirming the feasibility of the project from a financial standpoint. We , the undersigned, are duly elected representatives of Oak P E ' h innesota, and_soiicit your approval of this project at your ear lest con- enience so that we may carry it to a final conclusion. Sign= • :y: cipal Officers) - //. _4100.% / / Mayor - City of Oak Park Heights 411 • ,4/1 , Clerk-Treasurer - City of Oak Park Heights This approval shall not be deemed to be an approval by the Commissioner r the state of the feasibility of the project or the terms of the lease o be executed or the bonds to be issued therefor. ate of Approval_A / 9/979 Com i;/toner o • cu/1t1es j Minnesota Department of Commerce • -2- r 'riffs Application musike submitted to Cor�nisser- in duplicate *'.�.'** :*x*******:::;' *****'kit A-************** *************** STATE OF MINNESOTA DEPARTK NT OF COMERCE - SECURITIES DIVISION *******************k************************ APPLICATION For Approval of Municipal Industrial Revenue Bond Project Date July 27, 1979 ro: • :•iinnesota Department of Commerce Securities Division 500 Metro Square Building 3t. Paul, Minnesota 55101 The governing body of Oak Park Heights , County of Washington Linnesota, hereby applies to the Commissioner of the State of Minnesota, securities Division of the Department of Commerce, for his approval of this _orurit 's proposed municipal y Industrial Revenue Bond Issue, as required ay Section 1 , Subdivision 7 , Chapter 474, Minnesota Statutes. We have entered into preliminary discussions-with-:- FIRM Financial Properties Developers, Inc. ADDRESS 5825 Gl enri dge Drive, N.E. , Building 2, Suite 202 CITY Atlanta STATE Georgia 30328 State of Incorporation Georgia - Smith, Cohen, Ringel , Kohler & Martin Attorney Henry Rogers Address 2400 First Natl . Bank Towers Atlanta, GA 30303 Name of Project K Mart Project This firm is engaged primarily in (nature of business) : real estate development The funds received from the sale of the Industrial Revenue Bonds will e used to (general nature of project) : purchase land and construct a K Mart Department store It will be located in Oak Park Heights adjacent to St. Croix Mall nn the enrner . of U.S. Hf ghaway 212 and Osgood Avenue. The total bond issue will be approximately $ 2,000,000 to be applied oward payment of costs now estimated as follows : - - -1- Land Acquisition and Site Developr, ent $ 63,000 Ceiltructi,on Contract ' 'Equipment_Acquisition s Installation -� Architectural and Engineering Fees 32,000 Legal Fees 55,000 Interest during Construction 100,000 Initial Bond Reserve -0- Contingencies 90 000 Bond Discount 00 Other -0- It is presently estimated that construction will begin on or about August 31 , 1979, and will be -completed on or about Spring 1980. then completed, there will be approximately 50-60 new jobs created by the )roject at an annual payroll of approximately $500,000 based upon current- ly prevailing wages. The tentative term of the financing is 25 years , commencing March 1980. The following exhibits are furnished with this application and are in- :orporated herein by reference: 1. An opinion of bond counsel that the proposal constitutes a project under Minnesota Stat. , Chapter 474.02. 2. A copy of the city council resolution giving preliminary approval for the issuance of its revenue bonds. 3. A comprehensive statement by the municipality indicating how the pro- ject satisfies the public purpose of Minnesota Stat. , . Chapter 474. 01. 4. A letter of intent to purchase the bond issue or a letter confirming the feasibility of the project from a financial standpoint. We , the undersigned, are duly elected representatives of Oak Park Hgighty annesota, and_solicit your approval of this project at your earliest con- renience so that we may carry it to a final conclusion. Signedl ' it 'aOcers)Pl_e Mayor - City of Oak Park Heights p u�, Clerk-Treasurer - City of Oak Park Heights This approval shall not be deemed to be an approval by the Commissioner •r the state of the feasibility of the project or the terms of the lease Ra be executed or the bonds to be issued therefor. `ate of Approval - Commissioner o Securities Minnesota Department of Commerce -2- • = t -IZis Application musAkbe sub:n: tted to Coriss er' in duplicate ************ ***:;-mw*****.* *:•******** ***f:w9r�r� t******icir**** STATE OF MINNESOTA DEPARTMENT�__1_ OF COi•C-IERCE - SECURITIES DIVISION *7c�***** ******:_::E'***************'*****n*i**** APPLICATION For Approval of Municipal Industrial Revenue fond Project Date July 27, 1979 to: linnesota Department of Commerce _ securities Division 500 Metro Square Building • St. Paul, Minnesota 55101 The governing body of Oak Park Heights , County of Washington •iinnesota, hereby applies to the Commissioner of the State of Minnesota, Securities Division of the Department of Commerce, for his approval of this .orztunity's proposed municipal Industrial Revenue Bond Issue, as required by. Section 1 , Subdivision 7, Chapter 474, Minnesota Statutes. We have entered into preliminary discussions-with-:- FIRM Financial Properties Developers, Inc. • ADDRESS 5825 Glenridge Drive, N.E. , Building 2, Suite 202 CITY Atlanta STATE Georgia 30328 State of Incorporation Georqia Smith, Cohen, Ringel , Kohler & Martin Attorney Henry Rogers - Address 2400 First Natl . Bank Tower, Atlanta, GA 30303 Name of Project K Mart Project i This firm is engaged primarily in (nature of business) : real estate development The funds received from the sale of the Industrial Revenue Bonds will e used to (general nature of project) : • purchase land and construct a K Mart Department store It will be located in Oak Park Heights adjacent to St. Croix Mall an the rnrnPr - of U.S. Highway 212 and Osgood Avenue. The total bond issue will be approximately $ 2,000,000 to be applied award payment of costs now estimated as follows : - -1- Land Acquisition and Site Development $- 63,000 _ .Cdn'struction Contractsd 1 ,600 # "Equipment Acquisition Installation Architectural and Engineering Fees 32,000 Legal Fees 55,000 Interest during Construction 100,000 Initial Bond Reserve -02 Contingencies 90 000 Bond Discount WAR.) Other -0- It is presently estimated that construction will begin on or about Aucjust 31 , 1979, and will be "completed on or about Spring 19 80, ''nen completed, there will be approximately 50-60 new jobs created by the )roject at an annual payroll of approximately $-500,000 based upon current- Ly prevailing wages. The tentative term of the financing is 25 years, commencing March , L980. The following exhibits are furnished with this application and are in- :orporated herein by reference: 1. An opinion of bond counsel that the proposal constitutes a project under Minnesota Stat. , Chapter 474.02. 2. A copy of the city council resolution giving preliminary approval for the issuance of its revenue bonds. 3. A compreh'ensive statement by the municipality indicating how the pro- ject satisfies the public purpose of Minnesota Stat: , Chapter 474.01. 4. A letter of intent to purchase the bond issue or a letter confirming the feasibility of the project from a financial standpoint. We, the undersigned, are duly elected representatives of Oak P { Ply [innesota, and solicit your approval of this project at your ear iest con- 'enience so that we may carry it to a final conclusion. Signed . - (Pri.. al Officers) 00 /. /7 ..." ..-- ,,,..0' gin. / ♦. _ _ . This approval shall not be deemed to be an approval by the Commissioner r the state of the feasibility of the project or the terms of the lease o be executed or the bonds to be issued therefor. - ate of Approval ' Commissioner o ecurities Minnesota Department of Commerce -2- • ZAPPALA COMPANY INC. 1046 UNION TRUST BUILDING Jriueotmeod gjan/xny PITTSBURGH, PENNSYLVANIA 25219 412 263-3440 July 27, 1979 City Council of Oak Park Heights, Minnesota Re: K mart Project Oak Park Heights, Minnesota Gentlemen: We ("Company") are pleased to advise you ("City") that, subject to the terms and conditions herein set forth, the Company commits to buy City's Industrial Devel- opment First Mortgage Revenue Bonds (K mart) in an amount not to exceed $2,000,000 when, as and if issued. It is estimated that the Bonds to be issued will bear a negotiated net interest rate of approximately 6/ 8%. The indebtedness would be secured by: (a) A first mortgage lien; (b) An assignment of all leases and the rentals therefrom affecting the subject property; and (c) All other collateral and security documents as Bond Counsel may reasonably require. This commitment to purchase the above mentioned Bonds is subject to the following conditions: (1) The approval by the appropriate agency to the State of Minnesota; (2) The existence of a lease with the K mart Corporation satisfactory to the Company and upon terms and conditions, including rental and lease term, satisfactory to the Company; (3) The execution and delivery of all documentation called for by our counsel and by Bond Counsel ; (4) The unqualified opinion of Bond Counsel (Lynch and Lynch, Pittsburgh, Pennsylvania) , approving the validity of the indebtedness and the applicable authorizing proccedings and the issuance of their unqualified legal opinion satisfactory to us advising, among other things , that the indebtedness and income therefrom are free from all taxation, except inheritance, estate, succession and gift taxation within the State of Minnesota and, also, that the income therefrom is not subject to present Federal income taxes under existing statutes and decisions; ZAPPALA cl= COMPANY • City Council of Oak Park Heights, Minnesota Re: K mart Project July 27, 1979 Page Two (5) The Bonds being rated by Moody's Investors Service (or equivalent) as an "Aa". Very truly yours, ZAPPALA & ;COMPAI`lw,f INC. // , if 71 Patrick E. Grf^Fin, President / , PEG:jls FPI )(si; °G-76%A/Cg4_ r vita., ��2 �ofD /3/9 l rntl .. C` CST//V7 r� a/IS N 7/3//78 - y8'077.S-5' ' J . , poirrorJ c cct. 7/s, fru 12/3,/7i 4. e0uA/7-cSL 7,L6 7. n.-r$$4JT Lt //5 0 "' 7.29. 33 i.0 0W 6 aC. J (7 9) 717d. C° , r is t- C C./t c, �� c7 C7 coo. Ok E T. Lc X PI 6/V D 17 v26.1- 7 /5/ 7-,442c/ 1-2-13117i 4 . ;Q f;9 6eAte.. L t(.) CkP pZBx .5 A i7//s /c•f ", .500. %f� t? )Ta/zit / ,,,r6w ,/9000. Q . t/&C.c,6(j V c ( vrc)2n,--7 vie;LA,dn. S"0000.- €, Es T /6'r?2 a 0 15c p C f " crN f N ` s-6-00. -- ESr yEn2 E ° .i,1 uCsi. /97o/ -. Boos , Rodes, 4. ,z a of tea, Ate. • eon444114e, e, .2335 /V. rash JIi�ihwaa 36 Otto G. llonestroo, P.E. Lawrence F.Feldsten, P.E. Robert W.Rosene, P.E. Glenn R. Cook, P.E. a� Aaalr /Hirresadota 55113 Joseph C.Anderlik,P.E. Keith A. Gordon, P.E. Phone: 636-4600 Bradford A. Lemberg, P.E. Thomas E.Noyes, P.E. Robert D.Frigaard, P.E. Richard W.Foster, P.E. Richard E. Turner,P.E. Robert G. Schunicht, P.E. James C. Olson, P.E. Marvin L. Sorvala, P.E. Donald C.Burgardl, P.E. Kenneth R. Meister, P.E. ,.E CharlesErickson u ly Z g, 3 7 M. Pa elsky Harlan M. Olson A. R. Abrahms P.O. Box 76087 Atlanta, Georgia 30328 Attn: Mr. Phil Cobb Pe: Pence & Surface water [rainaage Proposed K-Mart Site t/ St. Croix Mall City of Oak Park Height*, Mn. [I/ Pile No. 55 Gentlemen: • Asa the City Engineers for the City of Oak Park Heights, we are writing this letter in regard to the fence installation and the surface water drairsge system that is included in the K-Mart project in. the St. Croix Mall development in the City of Oak Park Heights, Minnesota. The required fence onthe south property line has been satisfactorily in- stalled and is now complete. The surface water drainage system involving storm sewer pipe and appurtenances as shown on your plan appears to be adequate for the neces- e,ery surface water runoff as proposed. This system will drain the Y'.-Vert area and no additional work or facilities will be required. If there ere any questions on this matter, Please feel free to contact our office. \1(( Yours very truly, BG MOO, ?.t Ronmw,, . z<?{1P'R.?.J 3:/' t sSOCIATf S, � '�a/ Rradfo A. Lemberg, lF'..;. BAL:li cc fits. c 47s1, tI`c: }Hints !/ -.7--- - ...,_ 1 - I _ 0 . i _ t 1 . , 1 * . V01/117414 'A' . • K klitirr PNENItEt; That part of the Northwest O0arter of the Northeast Quarter Of sect lo 4, Townthip 29, North, Range 20 tte , SD tDe City of 00% Path Neightt, washington county. Ninnisote, fiefirt bed at follow ; Mame/lining at the Northwest corner of setd Notthweet Q4axter of the Northcutt Ouartet of Section 4 then. ce. South 1 degree S4 ninnies 06 secontio East, assame4314eOring, along the West line of said Nosthwert QWarter of the Wortheast NOrter a distance of 405.00 feet; thence Nnriti " 0rpon 15 adnutea 24 econdo Et a distance of 200.00 feet to the man? cy HIAINninu of the lone to descilhedt thence South 1 degree 54 ) ninntea 06 secondstiOtt# parallel 4th the Watt line of said Northwest Quarter of the Northeast Quarter, distant*, of 135400 feet; thence North 89 negrees 15 Minutes 24 Ace dis East, a distance of 42.2, feet; thence South 1 degree 2S niputet 4 second& taiA, a distance of 420,40 tin feet, thence ROUth OS deees 05 1r notes S4 seconds West, * distance of t 319.47 ret, to the Nest line of s d northwest Oluirter of the Northeast Vmarter, thence North 1 degree 54 niinntss 06 seconds West, along said gest-line A Aistatwe or 37S,00 fee to a point in the West lane of said Northwest Quarter of the Northeast Quartet distance 600.00 feet South of the Northwest cosneY Of saifi North st puarter of the Northeast Warter n of Section 4; thence North 09 Oegr s IS nAnntes 74 seconds Rost, a &Aimee of 30.01 feet to an inter ction with a line SO feet East of, .. upafiurcd et & right angle to and parallel with Reid west line of the Northwest Quarter ea the Northeatt -OuarterI thence North 1 degree 54 minutes Os seconds Neut. along said parallel line, a dittance of 195,00 . feet to an intersection with o 1,5,6ehetedn9 south B9 ,39foes Iii u,inuteA . 24 seconds WrAt fres, Ow POINT OF 'INNING; thence North 99 dewees 15 minutes 24 sesOode East, a dittfta-4 of 779.99 feet to the MINT LW . . BI, INNYNG, said parte) eontatnSng ,056 acres, nose or lets. , . . , FAeiittli 'A" • .. _1;:“ ,.:1;: -. - - ,--!:1•“ •,--, 4 - -. - , , ' -'1,1 ,• 44 ; ; . , . 'N._ . • TURRENTINE AND MAGNUSON Attorneys-at-Law 14733 60th Street North Stillwater, Minnesota 55082 (612) 439-9464 David T.Magnuson February 7 , 1979 Howard R. Turrentine Ms LaVonne Wilson, Clerk City of Oak Park Heights 14168 North 57th Street Stillwater, MN 55082 Dear LaVonne : The purpose of this letter is to give the Oak Park Height' s City Council some background on the reasons for my presence at the February 12th meeting. As you know, K-mart, through Financial Properties , Inc. is purchasing a piece of land adjacent to the St . Croix Mall for the purposes of constructing a K-mart Store. When Oak Park Development Co. brought this to the attention of the City Council they were informed that a Planned Unit Development for the St. Croix Mall would be required before the sale and construction of the K-mart building would be approved. In connection with the Planned Unit Development, Oak Park Development Company was required to plat the St. Croix Mall and in connection with that plat, Midwest Planning recommended some restrictive covenants and cross easements . .— The cross easements did not propose a problem, but the restrictive covenants did. A number of major tenants in the center, including Red Owl would not agree to sign the restrictive covenants . They realized that the City could re- zone the property and to the extent that they had not taken advantage of rights existing under the old zoning ordinance, those rights would be lost under the new zoning ordinance. They did not feel that they should contracturally obligate themselves to the new zoning ordinance by agreeing to the restrictive covenants . Without Red Owl' s approval , the Planned Unit Development and the addition of K-mart to the shopping center could not be completed. 11, 4 410 11 Page -2- Ms LaVonne Wilson, Clerk February 7 , 1979 I discussed this problem with Lyle Eckberg specifically as it related to the requirement that the owners and major tenants of the center be required to consent to the imposition of restrictive covenants . Lyle agreed that this was an un- reasonable request and indicated that he would recommend to the Council that the restrictive covenants be waived. Since these restrictions were originally opposed by the Council , we both felt that I should appear before the Council with a request that these restrictions be waived. What it all boils down to is this : If these restrictions are required, K-mart will not be added to the center, since the major tenants will not agree to the imposition of the restrictive covenants . Very t , HOWARD R. TURRENTINE HRT/cn cc : Lyle Eckberg Dave Licht, Midwest Planning NFL ,I' • •" ' • • Oft LAW OFFICES OF ECKBERG, LAMMERS, BRIGGS 8c WOLFF, P. A. 126 SOUTH SECOND STREET STILLWATER, MINNESOTA 55082 439-2878 LYLE J. ECKBERG OF COUNSEL: JAMES F. LAMMERS November 3 1978 WINSTON E. SANDEEN ROBERT G. BRIGGS PAUL A. WOLFF MARK J. VIERLING Mr. Joseph L. Lancaster Financial Properties Developers, Inc. 5825 Glenridge Drive N.E. Atlanta, Georgia 30328 Re: Proposed K Mart St. Croix Mall Oak Park Heights, Minnesota Dear Mr. Lancaster: As attorney for the City of Oak Park Heights, I have been instructed by the Mayor and City Council to advise you as to what disposition has been made of the items set forth in your letter of October 26, 1978, as a result of a meeting held on October 30, 1978, at which meeting Mr. Norris Swager and Mr. Jack Lux of the Oak Park Development Company were present. As I understand it, the City Council and Financial Properties are in agreement as to Item #1 of your letter, that being the erection of a six foot screen fence. In regard to Items #2, #4 and #6, the requests of Midwest Planning have been waived. The City Council will require, as to Item #3 - TBA parking stalls, that a physical divider be placed between the TBA parking stalls and the perimeter drive isle. We understand you will comply with the request in regard to Item #5 - Traffic flow direction. We trust the City Council can look forward to your proceeding as soon as your schedule permits . If there should NW III 411 Financial Properties Developers, Inc. Page 2 November 3, 1978 be any further questions in regard to this matter, do not hesitate to contact this office or the City Clerk. Yours very truly, ar' 1- Lyle J. Eckberg LJE:kf cc: ✓City Clerk - Ken Heuer Midwest Planning - Steve Ryan Oak Park Development - Jack Lux • • FINANCIAL PROPERTIES DEVELOPERS, INC. 5825 GLENRIDGE DR.,N.E. • ATLANTA,GEORGIA 30328 • 404/252-8220 October 26, 1978 The Honorable Mayor Donald Mondor and Members of the City Council Village of Oak Park Heights c/o Mr. Norris M. Swager Oak Park Development Company, Inc. 5898 Omaha Avenue, North Stillwater, Minnesota 55082 RE: Proposed K mart St. Croix Mall Oak Park Heights, Minnesota Dear Sirs: As you are aware, Financial Properties Developers, Inc. has received a commit- ment from K mart Corporation for the development of a 55,552 sq. ft. K mart facility as an expansion of the existing St. Croix Mall. Per Village regula- tions, the K mart building layout and proposed parking facilities have been submitted to Mr. Steve Ryan of Midwest Planning for review. Mr. John Lux of Oak Park Development Company, Inc. has transmitted the Midwest Planning review comments to Financial Properties. We have evaluated the Midwest Planning site plan revision requests and respectfully offer the following summation of the Financial Properties/K mart Corporation position: Item #1 - Six foot screen fence Midwest Planning Request: Provide six foot rough sawn fence along the south side of the Oak Park Development parcel adjacent to the existing residential community. Comment: Will comply. Financial Properties Developers, Inc. will pro- vide said six foot fence in conformance with the fence detail currently approved. The extend of the Financial Properties fence provision shall coincide with the extent of paving provided by the K mart construction phase adjacent to the above referenced subdivision. Item #2 - Triangular island configuration and associates parking between the existing facility off-set and the K mart building face Midwest Planning Request: Revise the perimeter drive alignment in such ,. a way as to provide 45 degree turns connecting the existing perimeter (- drive to the K mart perimeter drive at the face of the K mart building. Provide ten 90 degree parking stalls along the southeast side of the Il;; perimeter drive adjacent to the resulting triangular walkway area. �1 • The Honorable Mayor Donald Mondor and Members of the City Council October 26, 1978 Page 2 Comment: Financial Properties initially proposed this configuration to K mart Corporation the early part of this year. K mart Corporation rejected said layout, basing its commitment approval upon the layout as presently proposed by Richard L. Bowen & Associates of Cleveland. It is felt that the 90 degree parking stalls which would utilize the front perimeter K mart drive are extremely hazardous and that stream- lining the off-set between the existing center and K mart would en- courage rapid movement of vehicles through the K mart pedestrian walk- way area. Item #3 - TBA parking stalls Midwest Planning Request:' Provide concrete curb in lieu of proposed paint-out area surrounding the five parking stalls provided adjacent the TBA facility. Comment: Due to limited relief in the TBA area, provision of curbing as requested would impede the flow of surface drainage requiring a re- duction eduction in the net slope of the paving surface to a level below the recommended 1% minimum. From K mart's position, curbing of this area would not be acceptable. Except where required to control embankments or drainage, it is K mart's policy to eliminate interior curbs. K mart currently is managing some 1,900 facilities across the United States, and through experience gained regarding maintenance, snow removal and safety, has adopted a rigid posture on the question of interiod curbed islands. Item #4 - Sidewalk at K mart building rear Midwest Planning Request: Provide a concrete sidewalk along the south side of the K mart building. Comment: K mart's standard building provides for four standard personnel entrys connecting to the stock room, waste paper room and support facilities area in addition to a standard set of stock room loading n entrys. Due to the interior building layout, no public access will be granted along the rear of the building. A compactor pad will be pro- vided at the southwest corner of the K mart facility. A 41'6" asphalt drive has been provided and is required for proper loading and vehicular . access. From a management/liability standpoint, the above requested rear walk would not be acceptable. Item #5 - Traffic flow direction Midwest Planning Request: Reverse the flow of traffic in the K mart parking area adjacent to KFC in order to improve circulation in con- junction with the out lot facility. Comment: Will comply contingent upon K mart Corporation approval. Re- sistance is not anticipated. V N . • • The Honorable Mayor Donald Mondor and Members of the City Council October 26, 1978 Page 3 Item #6 Midwest Planning Request: Provide curbed islands at extremities of all parking bays. Comment: See comment - Item #3 above. As a developer, it is Financial Properties' policy to conform to all applicable regulations and to cooperate fully with local agencies. The uniqueness of the St. Croix Mall site configuration, however, presents several special K mart re- 1 lated planning needs and unfortunately, limits our planning flexibility. l',4) Financial Properties is looking forward to the completion of the St. Croix Mall / K mart facility, however, it is necessary to resolve the above issues critical to the satisfaction of our tenant, K mart Corporation, prior to consummation of the land purchase and construction start-up. To that end, we respectfully request that you consider our position regarding approval of the K mart portion of the St. Croix Mall PUD plan. Kindest regards, FINAN IAL PRO R ES DEVELOPERS, INC. oseph L. ancaster, P.E. Project Coordinator JLL:kb cc: Arthur Heyman, President, Financial Properties Developers, Inc. • i Midwest Planning$ • Research, "+� •1!■. onImo '�'� � t '�41 • • market research t, u ■ f■`` '■, ' o _ [ HI 416 east hennepin a►vsnue Res t minrswota 55414 012)379-4600 MEMORANDUM TO: File FROM: Stephen Ryan DATE: 20 October 1978 RE: K-Mart (St. Croix Mall) Over the last three weeks, both myself and David Licht have received phone calls from the office of Richard Bowen (project architect for K-Mart) regarding concerns over the various site plans submitted on the subject development. On each occasion, we have attempted to relate to the architect that the St. Croix Mall is being governed under a master plan established by its current owners (Swager Bros.). We have also indicated that while the master plan has yet to be finalized and officially adopted by Oak Park Heights, it is considered as the basic development framework under which all new mall development will be guided. Accordingly, should the City receive development proposals which conflict with the master plan, they would likely deny the proposal or would request submission of a formal change in the master plan (which would require City review and approval). Under the present circumstances, where the mall master plan has yet to be completed and the majority of the mall ownership is held by its "planners" (Swager Bros.) , the City has expected that problems between K-Mark (tenant), Financial Properties (new owner/developer) and Swager Bros. (previous site owner and majority mall owner) would be resolved internally based upon the master plan to which the mall will be committed. From the City's perspective, it is only logical to expect that Swager Bros, through Financial Properties, would work with K-Mart in guiding their development proposal to ensure consistency with the overall mall master plan. However, based upon discussions with Richard Bowen Architects (Don Creca) and Columbia Engineering (Dick Williams), it is clear theywere not made aware of any ny master plan until one weak ago. Furthermore, in discussing the master plan and Swager Bros. (as the creators of the plan), the project architects indicated that they had not heard of Swager Bros. and were unclear as to the relationship the master plan had on K-Mart's plans. Following this response, I called Jack Lux (Swager Bros.) to relate to him the obvious problems regarding communication and coordination between themselves and K-Mart (and/or Financial Properties). Jack indicated that he would send the architect a copy of the master plan and discuss the issues with them. He further stated, however, that he did not understand why Swager Bros. was involved with the City's review of K-Mart's plan. I indicated K-Mart (St. Croix m. • 20 October 1978 Page Two that us the master plan was not complete yet, and as K-Mart was indirectly a client of Swager's, the City expected Swayer Bros.(as the mall owners) to guide their new tenant through the development process and coordinate their planning efforts. Two days later (12 October 1978), I received another phone call from the architect asking for clarification on another site plan item. I asked him whether he had received a call from Swager Bros. and he replied that he had not. I then discussed the communication problem with David Licht and asked his opinion on what we should do to facilitate communication in order to assist the City and K-Mart in resolving any remaining issues. David called Jack Lux and indicated to him that we were still receiving calls from the architect and that they, obviously, were still in the dark concerning Swager Bros.' plans for the mall. David again emphasized that the City expected Swager Bros. to work with K-Mart and provide them with any necessary information to ensure that K-Mart's plans would be consistent with the mall master plan. As a follow-up, David sent a letter to Jack Lux, Red and Norris Swager (12 October 1978) describing the problem and indicating what was expected of them. On 9 October 1978, I had a lengthy meeting with Red Swager for the purpose of discussing the status of the mall planning efforts and to again identify problems with the K-Mart plans. Such items as direction of drive aisles, use of concrete islands at parking aisle ends, use of a triangular handicap parking area between Hardware Hank and K-Mart were discussed relative to K-Mart. The general reaction from Red was that while these items were indicated (expressed or implied) on the mall master plan, if K-Mart was adverse to complying with the plan, the City had no right to impose the standards prescribed in the plan. At one point during the meeting, Red stated that if we (MPR) recommended to the City that they impose the design standards indicated on the master plan and as a result, K-Mart decided to back out of their lease agreement "someone was going to have to pay the piper". At the close of the meeting, Red indicated that he would work with K-Mart to settle any problems we had identified. On 19 October 1978, I received a call from Dick Williams of Columbia Engineering. Prior to returning his call, I put in a call to Jack Lux (Red was on vacation until November.4th) to indicate that we had received detailed engineering plans (from Columbia Engineering) for the site (grading, etc.) and that they were still based on the wrong site plan. Jack indicated that he did not understand what we wonted and requested that we send him a copy of the plan with our comments. In closing, he stated that he felt the City had no right to require K-Mart to revise their site plans in accordance with the mall master plan, if K-Mart might consider dropping the project. I again stated that the City had no desire to have K-Mart drop the project, though it seemed rather illogical to expect the City to drop the mall PUD requirements simply because K-Mart was not happy with being involved in an integrated mall under a PUD plan. (According to Dick Williams, K-Mart is primarily unhappy about not being informed of the mall requirements during their early stages of planning.) K-Mirt (St. Croix MI • 20 October 1978 Page Three On 20 October 1978, I called Dick Williams (Columbia Engineering) to discuss with him the problems we saw with their site plan. I related to Dick my previous conver- sations with Swayer Bros. and indicated that the City was expecting K-Mart to conform with the mall master plan. Dick, in turn, indicated that they now had a copy of the master plan and had found several aspects of the plpn objectionable or inadequate for K-Mart's standards. Specifically, Dick indicated the following problems: 1 . The peripheral driveways around the store as shown on the mall master plan were too narrow for good circulation and would, as a result, reduce the store's attractiveness as a convenient place to shop. (K-Mark requires 30 foot wide driveways or 10 feet more than indicated by Swagers) 2. K-Mart does not want to have any plantings or handicap parking in the corner between their store and Hardware Hank, as they feel it would distract the consumer's attention away from their main entrance. (K-Mart wants to have a freestanding image rather than be viewed as a part of the mall complex.) • 3. Neither K-Mart, Columbia Engineering, nor Richard Bowen Architects were told of the fact that the mall has concrete islands at the end of the parking aisles to assist in directionalizing the auto traffic circulation in the mall area. Dick indicated that he could understand why the City would want consistency in the mall design (particularly where all parking was jointly used) though he expected K-Mart to be less than pleased about this requirement at this point. 4. The main driveway from Omaha Avenue entering the mall north of K-Mart's parking area was located over a large slope on the mall master plan. Dick indicated that it would require considerable fill and grading to place the drive at that location, and thus they had shown it located further south. This would create a jog in the peripheral mall driveway and would further reduce available parking (in addition to the loss of spaces due to the wider driveways). 5. The peripheral drive which is located around the southwestern corner of the K-Mart building is different from the mall master plan, as the topography information shows that the NSP towers were sited incorrectly on the master plan. 6. The direction of parking shown on K-Mart's site plan is opposite that shown on the mall master plan. Dick indicated that it had been set up to create the least interference with Kentucky Fried Chicken. He further stated that K-Mart does not want to get involved with cross easements for parking and access with other mall tenants and thus they attempt to set up the parking to again present somewhat of a freestanding image. I indicated to Dick that given K-Mart's feelings on parking and access, he would be well advised to review the mall covenants which K-Mart would be indirectly subject to as tenants. K-Mart (St. Croix Me 20 October 1978 • Page Four In concluding my conversation with Dick, he said he would get with K-Mart to discuss the problems noted and get back to me on Monday. He further stated that it may require a meeting with K-Mart, Swagers and the City to finally resolve the remaining issues. I received a call froma 1 ckL x u shortlyafter ft discussion with Dick Williams, telling me that he had received rued our comments of the K-Mart site plan. He again said he would contact the K-Mart people and attempt to get this straightened out. cc: Ken Heuer Lyle Eckberg Otto 8onestroo S lc%-//v/Z deRA 77S- Gz.ism:0e V' CT „zoo 4 C.. r/9 6,44926/#1 So.52 d. 4rr,?'. 6 , cc E4"'7- Oar' - c7 coo. ,c3G k2i,> 5CGOC, - gi7• Ci o ac' X/ ti�Sv /33 7 d err C1.l p/e6 4 4/45— 5. c . Ci7y 'rer/ur7 *'A/6C7/,d1 FeLe wz it 1lfgiZi2 67aI ) 12444/ cdeck_ Fez • • RAPID NOTE DATE J d//3 /7? FROM[ _DA., G r TO /140/1 ? 03 A S /9,m Iot, r 74 3:3 0 INF W,e "sais-4a i1 XD g57/,--.4 —0 kavs.6 /riftf '40 QrQ eCgi's. SIGNED TOPS NO. 3702 t.{'- 'J r/`' LITHO U.5. L /(J /t':" • ".\\ COLUMBIA ENGINEERING AND S VICES, INC. PROFESSIONAL ENGINEERS P. O. BOX 76600 • SUITE 202.577E A GLENRIDGE DRIVE, N.E.,ATLANTA.GEORGIA 80828•404•256-8785 October 12, 1978 Mr. David R. Licht, AIP, President Midwest Planning and Research, Inc. 2101 Hennepin Avenue South Minneapolis, Minnesota 55405 Dear Mr. Licht: Re: K mart #9612 St. Croix Mall Stillwater, Minnesota Per our conversation on October 10, 1978, Drawing C-1, Grading Plan and Drawing C-2, Site and Utility Plan are being forwarded for your review and information. Please review these plans with respect to the overall development plan for the St. Croix Mall. Upon reviewing these plans, we will be glad to discuss with you the various areas of conflict between the two plans. Our client, Financial Properties Developers, Inc. is very anxious to proceed the start of construction this fall; therefore, we would appreciate your help in resolving these matters as soon as possible. If there are any questions or comments, please contact us. Very truly yours, COLUMBIA ENGINEERING AND SERVICES, INC. Richard W. Williams, P. E. Project Coordinator RWW/jm Enclosure cc: Mr. Joseph L. Lancaster Mr. Farley Wolford �aT Midwest • • Planning: C) Researchl ■aism ss FJnr - ^ urban • market research ustee■sus r 11711[JUMr7L ° planning • design wimp 1711 MAN;■ �[�T-lime �-- ---�.--.� . ! . 416 east hennepin avenue mimeapobs ll 7 h int]( 71 No Minn J[ it T -7"---C-7'6- _ ! minnesota 55414 (612)379-4600 October 12, 1978 Mr. Norvin Swager Swager Brothers 5898 Omaha Avenue N. Stillwater, MN 55082 Re: Oak Park Heights St. Croix Mall 78.03 Dear Red: Following your discussion with Steve Ryan on 9 October, I had the opportunity to sit down with him and review the question pertaining to the K-mart parking operation. Based upon my discussion with Steve and evaluation of the site plans, we have concluded that it is essential that medians be placed in the K-mart lot in order to organize the parking and traffic flow situation. Lacking these, traffic would be uncontrolled throughout the northwest portion of the site. We feel such is total inadvisable. On 10 October, I was also contacted by a Mr. Dick Wilson from Atlanta who was apparently an engineering consultant to the proposed owners of the K-mart. He indicated that they had got more modifications to make to the site plans and that these in fact did differ from what has been proposed for the St. Croix Mall Master Plan. We are uncertain as to whether or not you concur with the plans proposed by Mr. Wilson's organization or not and would appreciate hearing from you with regard to what input you have had in their design effort. Once we have received the plans from Mr. Wilson, we will respond accordingly. If you have questions concerning these matters, please contact myself or Steve Ryan accordingly. Sincerely yours, MIDWEST PLANNING & RESEARCH, INC. David R. Licht, A1P President DL:hb cc: Ken Heuer Otto Bonestroo Lyle Eckberg (798.02) (78.03) C'a . arle Development Ca �. DEVELOPERS 5898 Omaha Avenue North a Stillwater, Minnesota 55082 o Telephone (b 12) 439-7810 M`fi ` 3 �• + October 10, 1978 6 04 ' Oak Park Heights Mayor and City Council This letter will update you as to the St. Croix Mall P.U.D. Working from David Licht Memorandum dated September 11, 1978. A. Site Plan and Layout 1. City engineer now has the topography and also has City Council 's iDi approval to proceed with drainage and grading plan. Oak Park �1;� Development Co. , Inc. hereby agrees to do work per City Engineer's �`r" � plan. 2. Oak Park Development Co. , Inc. has provided the City & the City Engineer with Utilities plan. 3. Screening - South border of Site. A. Trees will be marked by City Engineer or located as to what should be saved on City Engineers plans 44layout. B. Oak Park Development Co. has given plans of fence & planting and also has an approval from City on the fence & planting. The elevation problems on the last 300 to 400 ft. on fast end will be resolved in City Enigneers plans & layout. Oak Park Development Co. , Inc. here by agrees to do the work according to plans & layout. 4. Light - covered in Covenants also see attached;• 5. Signing - covered in Covenants also see attached.' 6. We understand the Statement. Also have changed the plot for drop off lanes South of Mall , show painted cross walk, Kentucky Fried to Hardware Hank Mall entry & New expansion. 7. Part of City Engineers plans Oak Park Development Co. , Inc. agrees to do the work according to the plans. • • 2 B. Property Control 1. We have letter requested. Also see attached. 2. Preliminary PUD permit conditions for final project approval : A. Statement of fact. B. The Survayor is working on Hard Shell now . Held up because Washington County & State Highway Department did not place monuments. C. This will be done. D. In agreement. E. Statement of fact. F. Statement of fact. G. We agree. But after type 3 Construction, Blocks or Massonery Construction, K Block, or it's equivalent or better. H. We understand statement. I. This work will be done. J. This will be accomplished when the ne 55,900 sq. ft. Store is built & parking lot is in place. K. Swager Bros. Inc. Management Co. agrees to take on the responsibility to see that this planting is maintained based on schedule from installer. If V.F.W. or St. Croix Bowl doesn't maintain on the appointed days, we will maintain the following days and charge the V.F.W. or St. Croix Bowl . L. Swager Bros. Inc. Management Co. agrees to maintain per installers or Nursery's directions. We will want to protect our investment. M. City & City Engineer have drawings. N. We agree with this. But based on the time of the year, tax base of the 55,000 sq. ft. we would like to request the right to go forward with the fence & screening in accordance with City Engineers instructions & or plan. Deed out to Financial Properties. Allow Financial Properties to obtain building permit & begin construction, if they agree to join in PUD. Including of course the covenants. . 1 • • 3 2. Preliminary PUD permit conditions for final project approval : (con't) 0. Has been done. P. Statement of Fact. Q. 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L ......., , . _ ... - ..,.......- - , . ,, .. _ . . ...-............__ . ...: _ . ,,.., , _ _ ..., ;_.,...,.. , .. ., ... . . . , . . .- S . , , 6-- .- ---- -- ------ -‘--.' ,,- -'---- ----- • , _- -- .,..------- ,,,..,........„... ...... ... .. 1 $ S 10- 10- 78 To Whom it may concern , This letter will serve as n6tice that G & F Developmcny Inc . door, hereby relinquish all rights to that parcel of land located in the South West e5rner of the St. Croix Mall arca. We do also release th?. City of Oakpork. Heights from the minor subdivision and special use nermit previously granted in conjunction with the proposed Valley Court Club on the said property Yours truly, D . Patrick Geiger • Vice President G & F Development Inc Midwest Z ► hr Planningz " -i-. Researchi ••• ■m 1111 ■i. ..ib-i■s...ii■ ■■■.fi.iiiiiii■ �i;�.\aii■ - L BOO iiii�iiiiiaisiaiiiiai�i 'ialii design market research ■...■ti■ _ ■ I T ..■.■.■■:■uaaaa■aaaaaa■i.....i 416 east ■iiia..■ i__]]tj ■ ■L- iiiiii.i.iiiii;i.iiiiiii..m a � ���Ylea�Oh$ ■iiitii■ IB111-1-4 ■iiiiiiiiiiiiiiiiiiiii■ II 1 rninrlesOta 55414 (612)379-4600 MEMORANDUM TO: Oak Park Heights Mayor and City Council FROM: David Licht DATE: September 11, p 1978 RE: Oak Park Heights - St. Croix Mall PUD Over the last several months, Swager Bros.,os., the applicants on the above referenced project, have been refining and detailing the City approved concept plan for the St. Croix Mall Planned Unit Development. Substantial progress has been made, although there are yet detailed items which require eq attention.a ion. In view of the work which has been completed, as well as a need togain preliminary p iminary plat approval for the closingof aportion of the mal( addition, the applicant scant has pp requested a finalization of the matter. To a major extent, such an approval can be accomplished PPas the majorityof "unfinished" items are technical in detail or are matters which cannot be resolved at present due to various uncertainties which will require much more extended study to complete. In view of this situation, it is recommended that the Citygivepreliminary pre{i mi nary approval to the St. Croix Mall PUD and preliminaryplat to the following subject conditions and requirements: I. Items for finalization of preliminary plat and preliminary general a{ pian: A. Site Plan and Layout 1 = Detailed topography, drainage and grading information be submitted to the City and subject to the review and required approval of the City engineer (written documentation required) • t� 2. tailed information, including location, sizing, construction r !r # : :J I'.Li. specification, etc. for all on-site utilities be submitted to the City j and subject to the review and require approval of the City Engineer (written documentation required). r • , ., Oak Park Heights Ma nd City Council ?' 0,4' s `` September 11, 1978 1110 Page Two 3. Screening - South border of site cp. Trees to be saved should be marked and identified and subject to the written approval of MidwestjPlanning. ! ,I l�C n: ! ' 1 L, - E,,,• 6- I, Air I ,�-lei., �._ ... � � I b. pon finalization of planning, detailed plans and specifications should be submitted indicating locations, landscaping, plantings, WC.. rkyx: ' _____) and design of fencing and buffer area. Said plans shall be subject to the review and documented approval of the City Engineer and City Planner. ly R #, a 1 0 Lighting plans should be submitted for the entire center and subject to the review and documented approval of the City Engineer and City Planner. i t i`'Jk-i4 5. A detailed signing plan should be submitted and subject to the review and written approval of the City Planner. (Variances required due to deviation from the City sign code shall require formal City Council action.) 6. Modifications and resolution of site plan details as noted by the City Planner and City Engineer be made and formally documented for all portions of the site plan with the exception of the area south of the east entry drive covering the proposed east mall expansion area (see Planner's memorandums dated 11 September 1978 and 29 August 1978). . , Lf-,,,1 I 978). ►1 r t 7. Plans and specifications for the proposed retaining wall and erosion control be submitted and subject to the documented approval of the City Engineer and City Planner. B. Property Control 1 . Documentation from G&F Development, Inc., waiving City approval of minor subdivision and conditional use permit (application processed summer of 1977). I Oak Park Heights Ma rand City Council • , September 11, 1978 Page Three II. Preliminary PUD permit conditions for final project approval: A. Compliance with all requirements stipulated for preliminary plat and preliminary general plan approval . B. Submission, subject to City approval, and recording of a final plat in accord with the City's subdivision regulations. C. Property covenants be revised to reflect block numbers as indicated on the final plat for property ownership. D. The final plat list and grant public-emergency vehicle access and a liability disclaimer. E. Any additional subdivision within the St. Croix Mall PUD shall be subject to the City's subdivision ordinance in effect at the time of replotting. F. No construction of building until said plans have been reviewed and approved by the City's Building Official and City Council . • t . t 1 C3 Except with documented City Council approval, all buildings erected within r r the St. Croix Mall PUD shall be of steel, reinforced concrete, Type-3 v, `tet , PL ; construction, or masonry construction, or its equivalent or better. No tAii e( -Ari.. building shall be constructed of Type-5 construction. Exterior wall surfaces "j�`r` ; of all buildings shall be faced with face brick, stone, (curtain wall con- V.:t't 4.'1 struction), architectural concrete masonry units, or cast-in-place or pre-cast panels, or an equivalent or better. (Type-3 and Type-5 are defined in the Uniform Building Code.) 410 No construction shall be permitted of the proposed miniture golf course and east portion of the mall including modification of the site now occupied by Action Rental until such plans have been submitted, reviewed and approved by the City.Counci l. (Approval and acceptance of uses now proposed is not guaranteed by the City.) I. The posting of a performance bond or similar security acceptable to the City for grading, drainage and general site improvements. The amount of said bond shall be determined by the City Engineer and subject to City Council approval. Oak Park Heights Mayd City Council • September 11, 1978 Page Four 410 All open areas of the site are to be grasses or maintained in a dust free condition. 013, The correction with City staff assistance of the installation of screening plantings on the Olene Avenue Boulevard bordering the St. Croix Mall PUD. The posting of a three year performance bond for maintenance of said boulevard by individual owners bordering or.the St. Croix Mall Management Committee. 4110 The posting of a three year performance bond for maintenance of the fencing and screening of the southern border of the St. Croix Mall PUD by the individual owners bordering or the St. Croix Mall Management Committee. furnished to the Cityfor.all on-site utilities. M. As-built drawing sha l 1 be N. The approved planned unit development permit shall be filed and recorded against all titles (now and future) within the St. Croix Mall PUD. Documented proof of such recordings shall be provided the City prior to the issuance of any new building permits. O. The final property covenants governing the St. Croix Mall PUD shall be reviewed and subject to the approval of the City Attorney. P. Any changes in the property covenants governing the St. Croix Mall PUD shall be subject to City approval . Q. The property covenants governing the St. Croix Mall PUD or any changes therein shall be filed and recorded against all titles (now and future) within the St. Croix Mall PUD. Documented proof of such recordings shall be provided to the City prior to the issuance of any new building permits. It is emphasized that irr view of the late submission of informotion as well as the yet to be supplied data, the City should grant preliminary approval with the stipulated qualification that it reserves the right to add to PUD permit conditions up to and through the final plot approval . cc: Ken Heuer Otto Bonestroo Lyle Eckberg Swager Bros. (798.02-798.03) , , Speed Letter® 44-902N11111111Gra Line , , .,,l; ! Speed Letter® To Kpn Heuer From David Licht Otto Bonestroo Lyle Eckberg Subject Oak Park Heights- St. Croix Mall No.0610 FOLD MESSAGE are in their typical situation of a shortage of time due to the necessary approval required of K-Mart_ which is located in atlanta, Ga. This matter is to come before the City Council again on 11 Sept. In veiw of the time limits involved we wpuld appreciatJyour attention to a review of the covenants at your earliest possible convenience during the week of 4 Sept. Date 1 Sept 78 Signed 1 REPLY -No.['FOLD —No.10 FOLD Date Signed WilsonJones 177 e s. rom igN YBA"RT RETAIN WHITE COPY,RETURN PINK COPY Speed Letter® 44-902 /,/jfjj//fj/ , ; ilkittai I/11/ ////Gild Speed Letter® To Mr. Jack Lux From David Licht Swager Bros. Midwest Planning Subject Oak Park Heights- St. Croix Mall _N....10 FOLD MESSAGE We have added a provision on the type of construction allowed in the PUD to section 5 of the covenants. Section 6 appeard to partially address our concerns on landscape and other facility * mainfenanre, ThP shnrtaop_ of time (As typirnll of Your request) prohibits us from a thorough evaluation of the document. Possibly any concerns can be handled as part of the City's PUD permit. you should however be advised that this memo does not constitute approval and is subject to further comment. Date 9/1/78 Signed REPLY cc. Ken Heuer, Otto Bonestroo, Lyle Eckberg -N..9 FOLD -Na to MA Date Signed Wilsor►Jones 177 GRAVURE wrEDINUSw'. RETAIN WHITE COPY,RETURN PINK COPY SNAP-A-WAY AND RETAIN YELLOW COPY,SEND WHITE AND PINK COPIES WITH CARBON INTACT • ~ ' S • • In Section 5 in place of "Each of the parties further agree to face their buildings with a suitable masonry type material in keeping with the existing aesthetic and architectural design of the Mall," Insert: Each of the parties further agree that all exterior walls of buildings constructed shall be surfaced with a suitable masonry type material in keeping with the existing aesthetic and architectural design of the Mall, i i RESTRICTIVE COVENANTS AND CROSS EASEMENTS FOR THE ST. CROIX MALL THIS AGREEMENT made and binding upon the parties to this Agreement as of the date of approval for the St. Croix Mall PUD by the City of Oak Park Heights between Oak Park Development Co. , Inc. , a Minnesota corporation, Swager Bros . , Inc. , a Minnesota corporation, Financial Properties Developers , Inc. , a Georgia corporation, St. Croix Bowl , Inc . , a Minnesota corporation, and Limited Partnership , and Duenow Corporation of Minnesota, a Minnesota corporation (Kentucky Fried Chicken) , for the purposes of providing for the orderly development, expansion and operation of the St. Croix Mall and as a condition to the City of Oak Park Heights granting approval for the St . Croix Mall PUD. Swager Bros. , Inc. is the fee owner of the following described property located in the St. Croix Mall , described as : The VFW Tract, the Swager Bros . Tract , Tract A, Tract B, The Best Steak House Tract, the Golf Course Tract and the Action Rental Tract according to the attached Site Plan. St. Croix Bowl, Inc. is the fee owner of the following described property located in the St. Croix Mall , described as : The St . Croix Bowl Tract as described on the attached Site Plan. Duenow Corporation of Minnesota is the fee owner of the following described property located in the St. Croix Mall , described as : The Kentucky Fried Chicken Tract on the attached Site Plan. Financial Properties Developers , Inc. is or will be the fee owner of the following described property located in the St . Croix Mall described as : Tract C as described on the attached Site Plan. Oak Park Development Co. , Inc. is the fee owner of the following described property located in the St. Croix Mall described as : The Oak Park Heights State Bank Tract, and the remaining parcels of land located in the St. Croix Mall according to the attached Site Plan. All of the parties are engaged in the business of leasing, developing, or operating retail businesses in the St . Croix Mall • and have a mutual interest in providing adequate parking for the St. Croix Mall customers , providing for the accessibility and maintenance of utility services , providing for maintenance , upkeep and repair of the parking area and common areas , providing for the management of the St. Croix Mall , providing for landscaping, design, and aesthetic control of the St . Croix Mall and maintaining as nearly as is possible the present aesthetic qualities of the St. Croix Mall. NOW THEREFORE, in consideration of the mutual covenants and conditions and cross easements , it is hereby agreed between the parties as follows : 1. For the purposes of this Agreement , the following terms shall have the following meanings : a) St. Croix Mall : Total land owned by the parties hereto as identified on the attached Site Plan. b) Net Leaseable Square Feet : Total square footage used or leased by the parties for the operation of their own, their tenants , or sub-tenants ' respective businesses , including walls , common areas , and non-public facilities . c) Structures : All buildings , signs , pylons , pedestals , utilities , improvements , or other similar structures , whether permanent or temporary in nature. d) Utilities : All present or future gas , water, sewer or electric services , including lines , pipes , poles or other devices used to transmit such services . e) Permitted Uses : Uses permitted by the Washington County and/or Oak Park Heights Zoning and Development Code, as the Zoning and Development Code is applied by the City of Oak Park Heights . f) Common Area: Those areas not used by the parties or their tenants for retail businesses . 2. In order to provide adequate parking for customers of the St. Croix Mall , each of the parties to this Agreement grants and conveys to each other party the right and privilege of a permanent mutual non-exclusive easement for the purposes of ingress and egress and parking on, over and across cruise lanes , parking areas, and sidewalks in the St. Croix Mall . This easement shall include pedestrian and vehicular traffic and shall be for the benefit of all the parties, their assigns , tenants , invitees , licensees and employees. Each party agrees to provide a minimum of six (6) parking spaces for each One Thousand (1000) feet of net leaseable area of their respective or leased buildings , or the existing number of parking -2- spaces as of the date of this Agreement . In no event shall any party reduce the number of parking spaces on its tract to less than the existing spaces or six (6) as the case may be. 3 . In order to provide adequate access to repair and maintain either existing or future utility services , each of the parties grants and conveys to each other party a permanent, mutual and non- exclusive easement for the purposes of constructing, operating, maintaining and repairing utilties . This easement is subject, however, to the obligation of the party benefited by the utility easement to repair or replace in kind and in quality any damage caused by the benefited party to the improvements on or over the land which is crossed by the utility. Each of the parties also grants and conveys to each other party permanent , mutual and non-exclusive easement for drainage and water run-offs to the extent that such drainage and water run-off is not caused by a change in the existing drainage and water run-off pattern of the St. Croix Mall. 4. In order to maintain the existing skyline and profile of the St. Croix Mall , each of the parties agrees not to erect any structure in excess of Nine Hundred Forty-nine (949) feet above sea level. 5 . In order to provide for the uniform construction and appearance of the structures and buildings , either existing or to be constructed in the St. Croix Mall, each of the parties agree that they shall develop their respective tracts of land in a first-class workmanlike manner with all buildings being sprinklered, and that any buildings that are expanded next to a wall not owned by the expanding party will be constructed with a separate wall so that their develop- ment will remain separate and distinct. Each of the parties further agree to face their buildings with a suitable masonry type material in keeping with the existing aesthetic and architectural design of the Mall , and each party hereto agrees to maintain their respective buildings and improvements in a good, structural operating condition and shall maintain the exterior surfaces of their buildings in a state of good repair and maintenance. -3- 6. In order to provide for the prompt and uniform snow removal , grounds keeping, maintenance, upkeep , repair and landscaping of all common areas (those areas not used by the parties or their tenants for retail businesses) of the St . Croix Mall and for the mutual benefit of all parties , each of the parties agree to pay their pro-rata share of all such upkeep, repair and maintenance, including snow removal , grounds keeping, painting, striping and maintenance of the St. Croix Parking area, together with all walkways and common areas as such costs are incurred and assessed by the management committee as defined in Paragraph 7 below. In computing the pro-rata share of costs , each party' s pro-rata share shall be in proportion to their votes on the management committee, as defined in Paragraph 7 below. 7. The enforcement , regulations , direction, administration and management of these covenants , easements , and restrictions shall be vested in a management committee which shall be comprised of five members who shall be elected by the parties to this Agreement. In determining the number of votes each party shall have, their number of votes shall be in proportion to the number of square feet owned by them in multiples of 10,000 square feet, rounded off to the nearest 10,000. Nothwithstanding any dimensions to the contrary, it is agreed that the parties have the present votes : Duenow Corporation of Minnesota One Vote Oak Park Development Co. , Inc . Fifty-One Votes Swager Bros . , Inc. Twenty Votes St. Croix Bowl , Inc . Twelve Votes Financial Properties Developers , Inc . Sixteen Votes Any increase or decrease in square footage owned by the parties shall result in a corresponding increase or decrease in their respective votes. Each fee owner shall be entitled to nominate five candidates and the five candidates with the most votes shall be elected without cumulative voting. The management committee shall meet at least annually for the purposes of electing five new members , with the first annual meeting to be held on the day of , 1978 , and at such other times as are necessary to maintain and operate the Mall. The meetings shall be called by written notice, given by United States Mail at least 21 days prior to the meeting, and a quorum shall consist of those members present. The meeting shall be conducted according to Roberts Rules of Order. -4- • 410 8 . The management committee shall have the power and authority to design and develop all landscaping in the Mall subject to City of Oak Park Heights ' approval , and to assess all parties for these costs. 9. All signs, structures , buildings , utilities or other improve- ments , whether temporary or permanent, shall be subject to the limitations contained in the Planned Unit Development (PUD) permit and the ordinances of the City of Oak Park Heights . 10. All lights , lighted areas , and other sources of illumination shall be constructed, maintained and operated so as not to unreasonably highlight any one area over another, nor cause unreasonable glare or shadows in one area over another. It is the intent of this paragraph to insure the uniform lighting throughout the Mall. 11. No parties shall permit or allow their clients , customers , tenants , employees , service men, or others within their control to park, stand, load or truck service between the building lines and the street property line as contained in the attached plat. 12. These covenants , conditions , restrictions and easements may be changed, amended or deleted, only upon approval by the City of Oak Park Heights , in the same manner as the amending, changing or deleting of conditions in the Planned Unit Development (PUD) permit. 13 . This Agreement shall inure to the benefit of and run with the land owned by the parties and shall be enforceable and binding upon the parties to this Agreement , their heirs , successors , assigns , transferees or vendees . It is understood that this Agreement in no way transfers any right , title or interest in the St . Croix Mall to any other parties , but only gives the parties to this Agreement the permanent, mutual and non-exclusive rights to use certain property owned by the other parties for the purposes set forth in this Agreement. 14. Each of the parties agree that the final plat and PUD permit will provide for mutual and cross easements for emergency, -5- r . 411 and utility, vehicular, and pedestrian service. OAK PARK DEVELOPMENT CO. , INC. By SWAGER BROS . , INC. By FINANCIAL PROPERTIES DEVELOPERS , INC. By ST. CROIX BOWL, INC . By DUENOW CORPORATION By -6- >, . • RICHARWBOWEN AND ASSOCIATES INC. MEMORANDUM 4: opeP TO: EUGENE J . MONROE FROM: DONALD G. KREJSA DATE: NOVEMBER 9, 1978 RE: K-MART #9612 55, 555 SQUARE FOOT GROUP 9 OAK PARK HEIGHTS, MINNESOTA HIGHWAY 212 AT ST. CROIX MALL RLB#01968KM CODE REVIEW GROUP 9 THE DATA LISTED BELOW IS THE SUM OF INFORMATION TO DATE : 1 . TYPE OF BUILDING: CONVENTIONAL 2 . HAND OF BUILDING: RIGHT HAND WITH FOUR BAY T. B .A. 3 . TYPE OF FUEL: GAS AND ELECTRIC GAS PREFERRED FOR MAJOR LOAD WITH ELECTRIC RESISTANCE HEATERS FOR BALANCE OF HEAT REQUIREMENTS . SEE K-MART CRITERIA LETTERS. 4. CODE REQUIREMENTS : MR. FRANK LEIER, BUILDING INSPECTOR ON A PART-TIME BASIS, CITY OF OAK PARK HEIGHTS, MINNESOTA. MR. LEIER' S ADDRESS IS 8490 DEMONTREVILLE, LAKE ELMO, MINNESOTA 55042 (612-777-8652) . CITY FOLLOWS MINNESOTA BUILDING CODE. MINNESOTA CODE FOLLOWS : 1 . UNIFORM BUILDING CODE 1973 EDIT. 2 . ENERGY CONSERVATION ASHRAE 90-75 3 . MINNESOTA PLUMBING CODE 1976 EDIT. 4. NATIONAL ELECTRIC CODE 1975 EDIT. MR. KEN HEUER VILLAGE CLERK (PART-TIME) CITY OF OAK PARK HEIGHTS 6141 PANAMA AVENUE, NORTH STILLWATER, MINNESOTA 55082 (612) 778-4132 MR. HEUER REQUESTED WE SEND TYPICAL PLANS FOR REVIEW BY THEIR BUILDING INSPECTOR NOTED ABOVE IN LIEU OF A MEETING. THE ABOVE INFORMATION WAS TRANSMITTED AS DIRECTED AND A REVIEW LETTER WAS RETURNED BY MR . LEIER. (SEE ATTACHED LETTER) *H . • RICHARDL BOWEN ANO ASSOCIATES INC. CODE REVIEW PAGE 2 NOVEMBER 9, 1978 RLB%01968KM THE BUILDING IS REVIEWED AS FOLLOWS BY THIS WRITER: 1 . FIRE ZONE: BUILDING IS IN FIRE ZONE II 2 . OCCUPANCY GROUP: F (PER CHAPT. 11, PG. 75) 3. TYPE OF CONSTRUCTION IV N. COMBUSTIBLE (TABLE 17-A PG. 98) PER MR. LEIER EXTERIOR BEARING WALLS NO REQUIREMENT INTERIOR BEARING WALLS NO REQUIREMENT EXTERIOR NON-BEARING WALLS 1 HOUR STRUCTURAL FRAME NO REQUIREMENT PERMANENT PARTITIONS NO REQUIREMENT FLOORS NO REQUIREMENT ROOFS NO REQUIREMENT A. BUILDING FLOOR AREA BREAKDOWN MAIN SALES AREA 44, 655 S. F. AUTO CENTER SALES 2, 288 S. F. OFFICE TOILETS & LOUNGE AREA 1, 280 S . F. FIRST FLOOR (STOCK AREA) 6, 986 S . F. FIRST FLOOR AUTO (STOCK) 343 S . F. MEZZ. STOCK AREA 7, 017 S . F. 62, 569 S. F. B. AREA MODIFICATIONS (SEC. 506 B. PG. 49) THE AREA OF ANY ONE STORY BUILDING OF GROUP F OCCUPANCY SHALL NOT BE LIMITED IF THE BUILDING IS PROVIDED WITH AN APPROVED AUTOMATIC SPRINKLER SYSTEM AND ENTIRELY SURROUNDED AND ADJOINED BY PUBLIC SPACE, STREETS, OR YARDS, NOT LESS THAN 60 FT. IN WIDTH. THE CITY BUILDING INSPECTOR MUST AGREE THAT THE ABOVE AREA MODIFICATION IS ACCEPTABLE TO THE CITY FOR THIS SITE PROVIDED THE NECESSARY FIRE WALLS ARE INSTALLED AS REQUIRED. MR. LEIER AGREED WITH THE ABOVE PROVIDED WE PROVIDE ONE HOUR MINIMUM FIRE WALLS AND USE FIRE TREATED LUMBER THROUGHOUT THE BUILDING. C. BUILDING COMPONENTS 1 . SHAFT ENCLOSURES (SEC. 1711 (A) PG. 99) ENCLOSURES NOT REQUIRED FOR OPENINGS WHICH SERVE ONLY ONE ADJACENT FLOOR (PROTECTING STAIRS PER SECT. 3308 EXCEPTION NO . 1 PG. 483 . 2 . TOILET ROOM FLOORS AND WALLS SEC . 1711 (A) PG. 102 . SHALL HAVE A SMOOTH, HARD, NON-ABSORBENT SURFACE WHICH EXTENDS UPWARD ON TO THE WALL AT LEAST 5 INCHES . WALLS WITHIN WATERCLOSET COMPARTMENTS AND WALLS WITHIN 2 FEET OF THE FRONT AND SIDE OF URINALS SHALL BE SIMILARLY FINISHED TO A HEIGHT OF 5 FEET. RICHA•BOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 3 NOVEMBER 9, 1978 RLB401968KM 3. HANDICAPPED FACILITIES PER MINNESOTA BUILDING CODE (CHAPTER 55) AND UNIFORM BUILDING CODE (SECT. 11711 B. PG. 102). ALSO SEE #15 OF ATTACHED NOTES FROM MR. LEIER. 4. GUARD RAILS (SEC. 1716 PG. 104) SHALL BE 42 INCHES IN HEIGHT. OPEN GUARD RAILS AND STAIR RAILINGS SHALL BE PATTERNED SO THAT NO OBJECT 9 INCHES IN DIAMETER CAN PASS THROUGH. 5. EXITS (SEC. 3302 PG. 474) A. TOTAL WIDTH OF EXITS IN FEET SHALL NOT BE LESS THAN THE TOTAL OCCUPANT LOAD SERVED, DIVIDED BY 50 (STREET FLOOR) PLUS 50 PERCENT OF THE OCCUPANT LOAD IN THE ADJACENT STORY (MEZZANINE) DIVIDED BY 50. B. OCCUPANT LOAD (PER TABLE 33-A PG. 576) MAIN SALES AREA 44, 655 AUTO CENTER 2, 288 46, 948 + 30 = 1564 _ 50 = 31 . 30 OFFICES TOILETS LOUNGE 1, 280 -100 = 12 . 8 _ 50 = 0 . 25 1ST FLOOR STOCK 6,986 AUTO STOCK 343 7, 329 +300 = 24. 4 _ 50 = . 48 MEZZ. STOCK 7, 017 =300 = 23 . 4 _ 50 . 46 X . 50 = . 23 TOTAL OCCUPANT LOAD 32 . 26 NUMBER AND LOCATION OF EXITS SHOWN : ALSO SEE NUMBERS 2, 3,4, 5, &6 OF ATTACHED NOTED FROM MR. LEIER. DOORS REQUIRED FRONT WALL 4-3 FT. DOORS = 12 EAST WALL 2-3 FT. DOORS = 6 SOUTH WALL 2-3 FT. DOORS = 6 WEST WALL 2-3 FT. DOORS - 6 AUTO CENTER 1-3 FT. DOOR = 3 REQUIRED TOTAL EXIT WIDTH = 33 (PER SECT. 3302 PG. 474) 6. SANITATION FIXTURES REQUIRED SEE NUMBER 15 OF ATTACHED NOTES FROM MR. LEIER. SITE DATA SITE IS ZONED RETAIL BUSINESS FINAL SITE APPROVAL WILL BE BY CITY OF OAK PARK HEIGHTS PLANNING COMMISSION WITH RECOMMENDATIONS BY THE CONSULTANT LISTED BELOW: 411 RICHAR.BOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 4 NOVEMBER 9, 1978 RLB#01968KM MR. DAVID LICHT MIDWEST PLANNING AND RESEARCH, INC. 2101 HENEPIN AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55405 (612) 871-2661 ALSO SEE LETTER DATED AUGUST 26, 1977, FROM MR. LICHT TO ENGINEERING COMPANY REGARDING SUBMITTAL PROCEDURES AND FEES AND PARTIAL COPY OF ZONING REGULATIONS. SITE PLANNING CRITERIA A. SETBACKS : FRONT - 40 FT. ; SIDE - 30 FT. FROM PUBLIC RIGHT-OF-WAY, 10 FT. FROM SIDE PROPERTY LINE; REAR - 35 FT. B. PARKING: STALL RATIO-5. 5 SPACES PER 1, 000 SQ. FT. NET SALES AREA. C. HANDICAPPED STALLS : ONE STALL PER 50 STALLS. D. STALL DIMENSIONS AND AISLE WIDTHS : DIMENSIONS AND WIDTHS ARE SUBJECT TO REVIEW BY MIDWEST PLANNING AND RESEARCH, INC. AND THE PLANNING COMMISSION. E. LOT COVERAGE : 40% COVERAGE BY BUILDINGS . F. SCREEN WALLS : A SCREEN WALL WILL BE REQUIRED ALONG THE SOUTH PROPERTY LINE, ADJACENT TO THE EXISTING SUBDIVISION. LIGHT AND DEBRIS SHIELDING WILL PROBABLY BE REQUIRED FOR THE PARKING AREA AT THE REAR OF THE PROPOSED K-MART. G. SIGNS : BUILDING SIGN SIZES AND LOCATIONS WILL BE SUBJECT TO REVIEW PRIOR TO SITE APPROVAL, ALONG WITH THE ABOVE MENTIONED PLANNING ASPECTS. 5 . SOILS REPORT: A. RECEIVED SEE BRAUN ENGINEERING TESTING COMPANY REPORT DATED JULY 13, 1978 . 6 . PAVING RECOMMENDATION: SEE SOILS REPORT NOTED ABOVE LIGHT 2 IN BITUMINOUS SURFACE AGGREGATE BASE MN/DOT 2341 MN/DOT CLASS 5 OR 6 LIGHT 2 INCHES 6 INCHES HEAVY 2 INCHES 8 INCHES ALSO SEE PAVING CRITERIA DATED APRIL 20, 1978 111 RICHAFFO BOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 5 NOVEMBER 9, 1978 RLB#01968KM 7 . SPECIFICATION DIVISIONS : SEE K-MART CRITERIA LETTERS NOVEMBER 4, 1977, AND JULY 24, 1978 8 . SITE DRAWINGS : SEE GRADING PLAN C-1 SITE & UTILITY PLAN C-2 SITE ELECTRICAL PLAN E-1 LANDSCAPING PLAN L-1 9. LOADING: ROOF DESIGN LOAD IS TO BE 40 #/S. F. WITH SNOW AND LIVE LOAD BEING CONSIDERED. A. LIVE LOAD= MEZZ. FLOOR.'125 ##/S. F. (PER TABLE 23-A PG. 135) B. WIND LOAD- (PER SECT. 2308 PG. 124) HORIZONTAL WIND PRESSURE GROSS AREA..OF VERTICAL PROJECTION OF THAT PORTION OF THE BUILDING" MEASURED ABOVE THE AVERAGE LEVEL OF THE GROUND. WIND PRESSURE MAP PG. 140 AREA IN 25 P. S. F. ZONE TABLE 23F PG. 139 LESS THAN 30 FT. 25 P. S. F. ZONE = 20 P. S. F. UPLIFT WIND PRESSURE ROOFS OF ALL ENCLOSED BUILDINGS OR STRUCTURES SHALL BE CONSTRUCTED TO WITHSTAND PRESSURES ACTING UPWARD NORMAL TO THE SURFACE EQUAL TO THREE QUARTERS THE VALUES SET FORTH IN TABLE 23F. 0. 75 X 20 = 15 P. S. E. ROOFS OFALLUNENCLOSED BUILDINGS (BUILDINGS UNENCLOSED ON ONE OR MORE SIDES) SHALL BE CONSTRUCTED TO WITHSTAND UPWARD PRESSURES EQUAL TO ONE AND ONE FOURTH OF THE VALUES SET FORTH IN TABLE 23-F = 1 . 25 X 20 = 25 P. S. F. 10. DEVELOPER: FINANCIAL PROPERTIES DEVELOPERS, INC. 5825 GLENRIDGE DRIVE, NE BUILDING TWO, SUITE 202 ATLANTA, GEORGIA 30328 11 . COMPACTOR - DETERMINED BY TENANT : CITY OF OAK PARK HEIGHTS HAS CONTRACT WITH THE JUNKER SANITATION COMPANY, MR. JAMES JUNKER (612)439-7135 . MR. HEUER STATED THAT THE ABOVE COMPANY HAS EXCLUSIVE RIGHTS WITH CITY TO SET RATES AND PICKUP RUBBISH. IF RATES ARE NOT SATISFACTORY, AN APPEAL MUST BE MADE THROUGH THE CITY COUNCIL TO ESTABLISH ANOTHER CONTRACTOR AND ALTERNATE RATES . 12 . OFF-SITE DRAINAGE DOCUMENTATION: SEE SITE INVESTIGATION REPORT AUGUST 24, 1977 . RICHARD L.SOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 6 NOVEMBER 9, 1978 RLB#01968KM STORM DRAINAGE PG. 4 ITEM C. ALSO VERIFY DATA WITH MR. JOSEPH C. ANDERLIK, P. E. , BONESTROO, ROSENE, ANDERLIK WEST TRUNK HIGHWAY 36, ST. PAUL,INC. 2335 MINN 55113 (612)636-4600, IF NECESSARY. 13. A. C. UNIT TYPE: SEE K-MART CRITERIA LETTERS NOVEMBER 4, 1977, AND JULY 24, 1978. 14. FROST DEPTH: 3t -6" MINIMUM TO BOTTOM OF FOOTING PER MR. LEIER. PERIMETER INSULATIONIS REQUIRED UIRED 4 FT. HORIZONTALLY UNDER FLOOR Q SLAB AND VERTICALLY TO BOTTOM OF FOOTING. 15. HANDICAP REQUIREMENTS: SEE ITEM 4 CODE REQUIREMENTS ABOVE 16. AUTO CENTER: A. WALL FIRE RATING 2 HOURS B. EXHAUST REQUIREMENTS : CARBON MONOXIDE MUST BE VENTED DIRECTLY TO EXTERIOR. SEE #17 OF ATTACHED NOTES FROM MR. LEIER. 16. 1 C. WASTE PAPER ROOM: WALLS 1 HOUR. CEILING 2 LAYERS 5/8 INCH FIRE RATED GYP . BD. 17. LABEL DOORS REQUIREMENT: ALL RATED WALLS MUST BE FITTED WITH UL RATED LABEL DOORS. 18. VENTILATION, ETC. : A. AUTO SERVICE CENTER - SEE #13 AND # 14 OF ATTACHED NOTES FROM MR. LEIER, BUILDING INSPECTOR. B. FIREPROOFING METHOD OF RANGE HOOD OR GRIDDLE GRILL DUCTS- DUCTS MUST BE ENCLOSED IN A 1 HOUR MIN. RATED ENCLOSURE. HOOD TO BE EQUIPPED WITH DRY CHEMICAL FIRE PROTECTION SYSTEM. C . PREP. ROOM MAKE-UP AIR - STANDARD HVAC SYSTEM SHOULD BE SATISFACTORY. D. SMOKE VENTS - NOT REQUIRED. SEE SEC. 3206 PG. 470. E. SMOKE DETECTORS - NOT REQUIRED. F. FIRE DAMPERS - REQUIRED THROUGH ALL RATED WALLS . 19. GAS : A. NORTHERN STATES POWER COMPANY; 1700 EAST COUNTY ROAD, E. ; WHITE BEAR LAKE, MINNESOTA 55110 MR. JAMES SWANSON - (612)439-0211 OR (612)770-1348 • RICHA•.BOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 7 NOVEMBER 9, 1978 RLB#01968KM B. GAS CAN BE SUPPLIED AT UP TO INPUT OF 1, 000, 000 B. T. U. PER HOUR. PLEASE SUBMIT 2 SITE PLANS AND LOADS REQUIRED SO UTILITY COMPANY CAN REVIEW PROJECT AND SUBMIT SIZE CHARGES; INDICATE METER LOCATION, ETC. 20. WATER: ALL CONTACT FOR WATER AND SEWER INFORMATION SHOULD BE MADE THROUGH MR. KEN HEUER, CITY CLERK, SEE ITEM #4 ABOVE. A. DOMESTIC METER LOCATION - INSIDE BUILDING. NO PIT REQUIRED. B. DOMESTIC WATER SERVICE SIZE - 2 INCH. CITY WILL SUPPLY METER FOR A $285. 00 CONNECTION FEE C. WATER PRESSURES AND FLOW TEST RESULTS - MR. TOM BRINKMAN, FIRE CHIEF, CITY OF BAYPORT (PART-TIME). THIS FIRE DEPARTMENT SERVES THE ST. CROIX MALL AND THE K-MART SITE. MR. BRINKMAN CAN BE CONTACTED BY DAY (612)439-5150 OR HOME (612)439-2376 TESTS CONDUCTED IN 1970 FOR THE ST. CROIX MALL INDICATED 80 P . S . I . STATIC/60 P. S . I . RESIDUAL FLOWING 1140 G.P. M. FLOWS CALCULATED TO EXISTING MALL SPRINKLER HEADS 3000 G. P.M. AT 15 P. S. T . PER MR. BRINKMAN. MR. HEUER STATED THAT SUBSEQUENT TESTS HAVE BEEN MADE BY THE DEVELOPER. TWO -CHARGES WILL BE MADE FOR SANITARY SEWER AND WATER CONNECTIONS . 1 . THE METRO WASTE CONTROL AUTHORITY WILL LEVY A ONE TIME SERVICE AVAILABILITY CHARGE. THIS CHARGE WILL BE COLLECTED BY THE CITY OF OAK PARK HEIGHTS. MR. HEUER STATED THIS CHARGE WILL BE THE SUM OF $8800. 00. 2 . A WATER AND SEWER CONNECTION CHARGE WILL ALSO BE REQUIRED. THIS CHARGE WILL ALSO BE PAYABLE TO THE CITY OF OAK PARK HEIGHTS. MR. HEUER STATED THE SUM OF THIS CHARGE WILL BE $3750. 00. ALL CONNECTIONS WILL BE MADE BY THE DEVELOPER' S PLUMBING CONTRACTOR WITH A CITY PLUMBING INSPECTOR IN ATTENDANCE. MR. HEUER IS TO BE CONTACTED TO SCHEDULE THE TIME DESIRED. D. SPRINKLER METER NOT REQUIRED. PIT NOT REQUIRED. E. HYDRANT LOCATIONS - SEE SITE & UTILITY PLAN, TYPE - WATROUS TO CITY. SPECS AT CUSTOMER EXPENSE. F. SPECIAL SPRINKLER SERVICE OR ROOM REQUIREMENTS - NO SPECIFIC REQUIREMENTS PENDING FINAL REVIEW BY MR. LEIER-BLDG. INSPECTOR. RICHA BOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 8 NOVEMBER 9, 1978 RLB#01968KM 21 . SANITARY: A. SANITARY SEWER AVAILABLE - YES, SEE SITE UTILITIES PLAN. B. SEPTIC SYSTEM REQUIRED - NO. C. GREASE INTERCEPTOR REQUIRED IN PREP. ROOM - YES. 22 . HANDICAP OR OTHER PLUMBING CODE REQUIREMENTS : SEE #15 OF ATTACHED NOTES FROM MR. LEIER. A. LAVS - 5 B. WATER CLOSETS - 6 (1 HANDICAPPED, EACH SEX) C. URINALS - NO REQUIREMENT D. WATER COOLER - 1 E. SPECIAL SINKS FOR PREP. ROOM, CAFETERIA, ETC. - 1 SERVICE SINK HAND SINK REQUIRED FOR FOOD PREP ROOM. 23 . STORM: SEE SITE & UTILITY PLAN. ALSO SEE ITEM 12 ABOVE. 24. ELECTRICAL: A. ELECTRICAL UTILITY - NORTHERN STATES POWER CO. 1700 EAST COUNTY ROAD E, WHITE BEAR LAKE, MINN. 55110 1 . TELEPHONE NUMBER - (612)770-1348 2. PERSON CONTACTED - MR. JAMES SWANSON B. ELECTRICAL SERVICE 1 . PRIMARY VOLTAGE - 1380 KV 3 PHASE 2 . SECONDARY VOLTAGE - 120/208, 277/480 OR CUSTOMER REQUIREMENTS C. PAD MOUNTED TRANSFORMER 1 . PAD BY CUSTOMER TO UTILITY CO. SPECS 2 . PRIMARY CONDUIT BY CUSTOMER 3. PRIMARY CABLE BY UTILITY CO. 4. SECONDARY CONDUIT BY CUSTOMER 5 . LOCATION OF LAST OVERHEAD LINE POLE - UPON SUBMITTAL OF SITE PLAN, UTILITY COMPANY WILL DETERMINE SERVICE FEEDER LOCATION. COMPANY WOULD ALSO LIKE PROPOSED LOADS TO SIZE TRANSFORMER. D. POLE MOUNTED CUT-OUTS 1 . AVAILABLE - POWER COMPANY HAS UNDERGROUND CONDUIT IN ST. CROIX MALL AREA. DETERMINATION OF CONNECTION TO K-MART WILL BE MADE WHEN SITE PLAN SUBMITTAL IS RECEIVED. 1 RICHA.BOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 9 NOVEMBER9, 9 1 78 RLB#01968KM 2. REMARKS (PROTECTION REQUIRED) - BY POWER COMPANY. A WINTER CONNECTION FEE WILL BE LEVIED FOR ALL CONNECTIONS IN DECEMBER. E. TELEPHONE 1 . UTILITY - NORTHWESTERN BELL TELEPHONE COMPANY, 2701 EAST 80TH STREET, MINNEAPOLIS, MN 55420 2 . TELEPHONE NUMBER - (612)854-8600 3. PERSON CONTACTED - WARREN PICKARD - BUILDING INDUSTRY CONSULTANT 4. SPECIAL REQUIREMENTS . A. CONDUIT REQUIRED ABOVE CEILING - CONDUIT REQUIRED IF CEILING IS AN AIR PLENUM. B. EXTENT OF OPEN WIRING ALLOWED - TELEPHONE COMPANY DOES NOT HAVE SPECIFIC BAN ON OPEN WIRING, BUT PREFERS CONDUIT. C. SIZE OF UNDERGROUND FEEDER CONDUIT - 2 INCH 1 . PLASTIC PIPE - P. V. C. OK 2. STEEL PIPE - NOT REQUIRED D. CONDUIT SIZE SPECIALTIES - 3/4 0 CONDUIT STANDARD INTERIOR SIZE. E. REMARKS - 2 FT. X 8 FT. X 3/4" PLYWOOD MOUNTING BD. WITH #6 GROUND FOR SERVICE CABLE ENTRY. PANEL BOARD FOR SWITCH GEAR DEPENDENT ON SERVICE REQUIREMENTS. F. SPECIAL CODE REQUIREMENTS : 1 . EMERGENCY LIGHTING A. BATTERY POWERED WITH CHARGER UNITS. 2 . LOW VOLTAGE WIRING A. CONDUIT REQUIRED ABOVE CEILING ONLY IF CEILING IS AN AIR PLENUM. B. EXTENT OF OPEN WIRING ALLOWED - NOT REQUIRED UNDER THE NATIONAL ELECTRIC CODE. G. ENERGY REQUIREMENTS - YES . SEE ATTACHED NOTES 420 FROM MR. LEIER, BUILDING INSPECTOR AND COPY OF MINNESOTA ENERGY CODE. H. OIL INTERCEPTOR REQUIRED FOR T. B.A. DRAINS . I . EARTHQUAKE REQUIREMENTS - NONE J . EROSION CONTROL - MUST 8E PROVIDED DURING CONSTRUCTION OF CENTER. K. HURRICANE OR HIGHWIND REQUIREMENTS - NO SPECIAL REQUIREMENTS SEE ITEM 9 ABOVE . • RICHAR.SOWEN AND ASSOCIATES INC. CODE REVIEW PAGE 10 NOVEMBER 9, 1978 RLS4#01968KM L. FLOOD PLAIN DATA - VERIFY IF REQUIRED WITH MR. JOSEPH C. ANDERLIK, P. E. , BONESTROO, ROSENE, ANDERLIK ASSOCIATES, INC. 2335 WEST TRUNK HIGHWAY 36, ST. PAUL, MN 55113 (612)636-4600 SEE ATTACHED 1) SOILS REPORT 2) NOTES FROM BUILDING INSPECTOR & 1975 STATE ENERGY CODE NOTES BY: DONALD G. K• A DGK/DAP CC: JACK DINKINS RICHARD WILLIAMS FRANK LEIER KEN HEUER✓ • • • • • r , r : n Expansion of Soil En ineerno. Sertice.s. Inc. =I410. ENGINEERING TESTING PAUL11 • Y1INNEAPDLfS•5T. 7800S. Count R . 13, P O. Box 35108, ,Mpis., Mn. 55435 512 341 5000 v • NORTHERN MINNESOTA 2'9 19th Ave,�ue, H,ho�ng, Mn. 55746 218-253.3369 i ESOTA 3 411 CENTRAL MINNESOTA 200 Osseo Avenue No.. 3c. C'ou o Mn. 59301 9112 253:3940 • • 78-287 FOUNDATION INVESTIGATION Proposed K Mart #9612 Stillwater, MN COLUMBIA ENGINEERING $ SERVICES, INC . 5,eri v�T��Z L AJ July 13, 1978 i N►,lereo-;i4 t(wt (.¢I Z " e-1-6 C7 Li Fn _ 111 1 1.• } - 2. ENGINEERING TESTING i An Expansion of Soil Engineering Services,Inc. R ENGINEERING TESTING - ❑ MINNEAPOLIS/ST.PAUL 6880 S.County Rd. 18,P.O.Box 35108,MDIs,Mn.554351 612.941.5600 a.s•SRAUN P.E..Prpidenr p NORTHERN MINNESOTA 3219 E. 19th Avenue.Hibbing,MN.557461 218.263.6869 P.N.ANDERSON,Vies Pres Operation, p CENTRAL MINNESOTA 200 Osseo Avenue No•,St.Cloud,Mn.56301/612.253.9940 C.G.KRUSE P.E. V/u Prot.8nginwnng July 13, 1978 Columbia Engineering Services , Inc. P. Q. Box 76600 Atlanta, Georgia 30328 Attn: Mr. Joseph L. Lancaster, P.E . • Re : 78-287 FOUNDATION INVESTIGATION Proposed K Mart =9612 Stillwater, MN Gentlemen: We have completed cur investigation for the above referenced project. This investigation was authorized by Mr. Joseph Lancaster. The borings encountered granular materials from the surface to the termination depths of borings . The proposed building can be supported on spread footings proportioned to exert a maximum of 4000 pounds per square foot . We have conducted a pavement design for the anticipated loadings . We direct your attention to the detailed recommendations contained in the body of this report. It has been a pleasure to have been of service on this project. If we can be of additional assistance in evalua- ting the data contained in this report or in providing additional services , please contact us at your earliest convenience. Very truly yours , BRAD ENGTNEE.RTNG TESTING, INC . 1 L . Louis P. Matis , P . E . Project Engineer C . C. . ruse P .L . 1/ ice President - Enginet.rinrg LPA.{/CO: n CONSULTING ENGINEERS/SOILS AND MATERIALS 'est Sonres•=oundat,on en,,nee,n?and Reccmmencarors•'nscecacn of Construc::an•Matenai 7e sting pi ScHS.Cr_^cete IIM July 13, 1978 78-287 FOUNDATION INVESTIGATION Proposed K Mart Stillwater, MN A. INTRODUCTION A. 1. Purpose : The purpose of this investigation was under- taken to determine the nature , distribution and engineering PP ro erties of the subsoils and to provide foundation infor- mation for the above referenced project. A. 2. Scope : Seven penetration test borings and two power auger borings were made for this investigation. Penetration resistances were recorded and soils samples were returned to the laboratory for further examination and testing. In addition to foundation recommendations , a pavement design has been conducted for this project. A. 3. Available Information: A one story retail building is to be constructed. The building is to be approximately 225 by 250 feet in plan and is to cover approximately 55 , 500 square feet. The structure is to have a steel frame and masonry walls . Foundation and floor loads are anticipated to be relatively light. The proposed finished floor elevation for the building is to be 926 . 7. Current site elevations are approximately 925 . Parking is to be provided to the north and south of the building. A. 4. Boring Locations and Elevations : Borings were made at locations requested by representatives of Columbia Engineering. The boring locations were referenced to the existing mall buildings and are shown on the sketch included with this report. Surface elevations of the borings were referenced to the floor slab of the existing St . Croix Mall . The elevation of this bench mark has been given as 926 . 6 . A. 5 . Field Testingand Sampling : The borings were made on and S and uly 11, 1973 , with a truck-mounted drill June 5 , rig in accordance with ASTM D15S6 "Penetration Test and Split Barrel Sampling of Soils" . Using this method, the bore hole is advanced with the hollow-stem auger to the desired test depth. Then a 140 -pound hammer falling 30 inches drives a standard 2- inch OD split barrel sampler a total penetration of 1 feet below the tip of the hollow-stem auger . The blows for the last foot of penetration are recorded and are an index of soil strength characteristics . Soil samples were generally taken at 22- foot increments to the 13 - foct depth and at 5 - foot increments to the termination depth in each of the borings . 41 A ,A4 ITE ENGINEERING TESTING 78-287 • 110 Columbia Engineering F, Services , Inc. -2- July 13 , 1978 At the ower auger boring locations , soil samples were P taken by advancing the auger to the desired depth and re- trieving surface trieving the cuttings as they were brought to the by the action of the continuous flite auger. Jar and bag samples were taken and returned to the laboratory. Soil strata changes were inferred from the disturbed material brought to the surface . A. 6. Classification: Mineral soils encountered in the borings were visually and manually classified in the field by the crew chief in accordance with ASTM D2487 "Unified Soils Classification System" and ASTM�i D2488 "Recommended and Manual Description of Soils" . A Practice for Visual P copy of ASTM D2437 is attached. All samples were then returned to the laboratory for verification of the field classifications by a Soils Engineer. Representative samples will remain in this office for a period of 60 days to be available for your examination. A. 7. Groundwater: Immediately after taking the final sample in the bottom of the borings , the borings were probed with the hollow-stem auger in the ground to check for ground- water. In addition , immediately after removal of the auger , the borings were probed and the depth to cave- in and the presence or absence of water was noted. The borings were then immediately backfilled. A. 8. Laboratory Testing: A limited amount of laboratory testing was conducted for this investigation . Moisture content and dry densities were determined for selected split spoon samples . Two moisture-density relationships (Proctor curves) were determined for samples of materials taken in the proposed parking area. The grain size distributions of these materials were also determined. Copies of the Proctor curves are included with this report. The grain size distribution of the Proctor samples have been summar- . iced and included in the appendix of this report . B. RESULTS B. l . Logs : Log of Boring sheets indicating the depth and identification of the various soil stata, the penetration resistances were recorded, laboratory data , and water level information are attached. 3. 2 . Soils Encountered : Granular materials were encountered depths of the borings . from the surface to the termination Sands , silty sands and slightly silty sands with varying amounts of gravel were sampled. Seams and layers of sit tyJ clay and sandy clay were encountered in the soils . Boulders TO\ . ENGINEERING TESTING • 78-287 ' Columbia Engineer g v Services , Inc. -3- July 13 , 1978 of varying sizes were encountered in the soil . Penetration resistances indicate that the soils on this site are in a medium dense to dense condition. No fill was encountered at the first five boring locations . However, our crew chief indicated that the area between borings ST- 3 and ST-S appear to have been filled in at one time. Two additional soil borings (ST-6 and 7) made in this area encountered fill to depths of 2 to 3 feet. The fill consists of sand with pieces of concrete and bitum- inous rubble. B. 3. Groundwater: Groundwater was not encountered in any of the boring locations during the drilling operation or after removal of the hollow-stem auger from the bore hole . A visual examination of the soils indicated that at boring location ST-4 , soils at a depth of approximately 10 feet were noted to be wet . It is our opinion that this wet soil represents a "perched" condition . It is our opinion that the groundwater surface does not exist within 20 feet of the existing ground surface . Groundwater elevations can be expected to vary from place to place and from season to season. • C. ANALYSIS AND RECOMENDATIONS C. I. Foundation Recommendations : It is our opinion that the proposed building can be supported on spread footings proportioned to exert a maximum of 4000 pounds per square foot. Exterior footings should be placed a minimum of 4 feet below final grade in order to provide adequate frost protection. It is recommended that the fill between borings ST- 3 and ST- 5 be removed. It is recommended that excavation be in- spected by a Soils Engineer prior to the placement of fill . The excavation should be backfilled with a clean mineral soil . Fill placed below footing grade should be compacted to a minimum of 9Sa of standard Proctor density and have an average of 100 of standard Proctor density. It is recom- mended that compaction tests be taken to see that the recorrnended den- sities have been achieved.. An alternative tb}excavation and backfill of the existing fill is to lower the footings down to the natural soils. It is recommended that bituminous and concrete rubble be removed from below the floor slab area to prevent stress concentrations . New fill placed below the floor slab should be compacted to a minimum of 93% of standard Proctor density with an average of 93% of standard Proctor density . daq ENGINEERING TESTING • 78-287 411 Columbia Engineering ineerin $ g g Services , Inc. -4- July 13, 1978 Boulders encountered at the footing grade should be removed in order to prevent stress concentrations due to point loading. The excavated boulders should be replaced with fill compacted to the densities recommended above. The building is to be constructed with a floor slab-on- L grade. As the water table does not appear to exist near the surface and the soils are relatively dry and free- draining it is our opinion that a vapor barrier is not ... necessary below the floor slab . If floor drains and g Y plumbing lines are installed below the floor slab , you ! . may wish to install a vapor barrier to protect the floor from possible leakage from these lines . L On-site natural soils can be used as fill for this project. Laboratory: data indicates that the soils are at or near the optimum moisture content. C. 2 . Parking Lot: Fill placed in a parking lot should be compacted to 100% of standard Proctor density (ASTM-698) . This corresponds to 95% of modified Proctor density (ASTM- 1557) . It is recommended that compaction tests be taken in the fill in order to see that the recommended densities have been achieved. It is our recommendation that the subgrade be proof rolled prior to the placement of base material in order to detect localized soft areas . Boulders encountered within 12 inches of the top of the subgrade should be re- moved. C. 3. Pavement Design: We have conducted a pavement design based upon an assumed Hveem-Stabilometer "R" value for subgrade soils . Based upon the type of soil , correlation with MN/DOT recommendations , the maximum dry density and the gradation it is our opinion that the material has a value of 40 . We have determined that pavement thickness for the light and heavy duty paving areas . Light duty is defined as approximately 500 cars per day and no trucks . Heavy duty is defined as unlimited number of cars and 30 , 13 kip axle trucks per day. The recommended pavement thick- ' nesses are summarized below: ,r Aggregate Base Bituminous Surface (MN/DOT Class Loading CM /DOT 22341) 5 or 5) --- Light 2 inches 5 inches Heavy - inches 8 inches tv 0:- to r ENGINEERING TESTING 78-287 411 Columbia Enginee g Services , Inc. -5- July 13 , 1978 D. GENERAL The analysis and recommendations submitted in this report are based upon the data obtained from the 9 soil borings 'i performed at the locations indicated on the attached sketch. It Variations may occur between these borings , the nature and extent of which may not become evident until construction. If variations are encountered, it will be necessary to make a re-evaluation of the recommendations of this report after performing on-site observations during the construction and noting the characteristics of any variations . Such varia- tions may result in additional foundation costs and it is suggested that a contingency be provided for this purpose. To permit correlation of the soil data obtained to date with the actual soil conditions encountered during construction and to provide continuing professional responsibility for the conformance of the construction to the concepts originally contemplated in this report and to the plans and specifica- tions, it is recommended that we be retained to develop and perform the necessary observation and testing program for the excavation and foundation phases of the project. If others perform the recommended observations and/or testing of construction, professional responsibility becomes divided since in doing so ,, they assume responsibility for verifying that the soil conditions throughout the construction areas are similar to those encountered in the borings or recognizing variations which would require a change in recommendations . .y Alit7 ENGINEERING TESTING . — _ illr----"-- — .- ' –44:4?-' t `-P'�"? �r?'J' 'Tr'.7 7....-',z'Z t'.( t; t. '. , I--::- f�Cr t-f'b1nZXi :c�Uc' .._li:: it- =1./ttT?'.-1 t!i G 1 Z:o. � ( I I t j oo , i t 7,—I _ „0=T i"t!, ,:/;ILL I I-. N i N L. L, zzo ,r-i,virf--3-&-li---- r .. ; i .. .pos E:;' -mid I ' f sT I 1 r H'' { 1 s'= 4 ST---;i, I „„i --iii •:-4, /0,5- 3. z • Ellid- thi--- -:-.LINNA--- [LI 1 , .__ , ,.... , :___ _ . -_, .,_,,., --,,,,,,,'-77:-—' ---.2-— ".'' ENGINEERING TESTING - y Data: � - 1R. ,•0: i'✓rawn: _ 'Scat*: . 4y - LEregitigiji L O G F BORING ENGINEERING TESTING PROJECT: 78-287 Foundation Investigation B4R1llit ST-1 Proposed K—Mart LOCATION: • Stillwater, ALJ See Attached Sketch. DATE: 6/5/78 IscA LE: 1"„4' 1 ASTM Tests cr Notes Elev. Depth D2487 Description of Moteriols BPF WL '25.8 0 Symbol (ASTM: D2488) 'SA1.), bLluniL1 51L11, tine co .. Bench Mark: Floor slab SP—SM medium—grained, with a trace of of hardware store. fine to coarse Gravel, brown, Elevation: 926.6. occasional limestone boulder, ' moist (wet at 5 feet) , medium 24 o dense to dense. 2 (Glacial Outwash) V 31 0 :17.8 8 55 Sampler encountered u SM SILTY SAND, fine to medium— boulder. grained, with a trace of fine to medium Gravel, with a trace of 27 MC = 9.3`/. CLAY, reddish brown, moist, DD = 129.E pcf medium dense. 0 " 13.8 12 (Gla_ Outwash) SP SAND, fine to coarse—grained, 31 some fine to coarse Gravel, brown, o . 11.8 14 _ moist, _dense. (Glacial Outwash) > SP SAND, fine to medium—grained, with o a trace of fine to medium Gravel, 28 brown, occasional limestone boulder, moist, medium deme. u `a (Glacial Outwash) 4 :05 .8 20 o --- 1 100 far5" Sampler believed to D Water level not encountered with have encountered 20' of hollow—stem auger in ground I boulder. a , Water level not encountereVto - c cave—in depth of 3' immediately u after withdrawal of auger. c u Boring i:mnediately backfilled. v vl I1 1 LOG 4 BORING - iititiV.49 tili 11 ti . ENGINEERING TESTING PROJECT: BORlNG! 5T-2 78-287 Foundation Investigation LOCATION: Proposed K-Mart Stillwater, ;SLI See Attached Sketch. _DATE: 6/5/781" 4' SCA l.E: ASTM Tests or Notes Elev. Depth D2487 Description of rvtioteriois BPf WL 925.6 0 Symbol (ASTM: D2488) SAND, SLIGHTLY SILTY, fine to SP-SM medium-grained, with a trace of fine to medium Gravel, brown, occasional boulder, moist, 18 > medium dense. o (Glacial Outwash) _2 .1 17 V 918.6 7 - ...... _ o� SAND, fine to coarse-grained, some 19 SP fine to medium Gravel, brown, u 916.6 9 moist, medium dense. (Glacial Outwash) SILTY SAND, fine to medium- SNgrained, with a trace of fine to 23 cmedium Gravel, with a trace of CLAY, reddish brown, occasional oigneous boulder, moist, dense. -.912.6 13 (Glacial Outwash) 24/101 I Sampler encountered g SAND, fine to medium-grained, boulder. y SP with a trace of fine to medium ✓ Gravel, brown, moist, medium O. dense to dense. 26, (Glacial Outwash) o 0 n. o` a 905.1 20.5 34 2 `r, Water level not encountered with 7 20' of hollow-stem auger in ground a ... later level not encountered to `o cave-in depth of 6' immediately v �afrer withdrawal of auger. { u Boring immediately backfilled. 1 i i 1 1 L O G BORING ENGINEERING TESTING PROJECT: 78-287 Foundation Investigation BORING: ST-3 Proposed K-Mart LOCATION: Stillwater, *LN See Attached Sketch. DATE: 6/6/78 IS CA LE: 1"=4' ASTM Tests cc Notes Elev. Depth D2487 Description of Materials BPF WL 926.3 0 Symbo] (ASTM: D2488) _ SILTY SAND, fine to medium-grained, SM brown, moist. 924.3 2 (Glacial Outwash) SAND, fine to medium-grained, ---, tl SP with a trace of fine to medium 13 o Gravel, brown, layer of SILTY 2 CLAY, moist, medium dense. ---- .- E (Glacial Outwash) 23 920.3 6 4- SAND, ne to medium- > SM grained, with a trace of fine to Q„ medium Gravel, brown, seams of �� SANDY SILT, moist, dense. 48 o (Glacial Outwash) -0 51 g 915.3 11 _. ._- - SAND, fine to medium-grained, oSP with a trace of fine to medium o 913.3 13 Gravelbrown, moist dense _* 55 *(Glacial Outwash) SAND, SLIGHTLY SILTY, fine to o SP-SM medium-grained, with a trace of o fine to medium Gravel, brown, 53 occasional boulder, moist, dense. (Glacial Outwash) N o `a 908.3 18 SAND, fine to medium-grained, SP some fine to coarse Gravel, brown, 0 damp, dense. o 905.8 20.5 (Glacial Outwash) 51 N I{` Water level not encountered with c 20' of hollow-stem auger ia.,-ground. i 5 'dater level not encountered to cave-in depth of 111' immediately after withdrawal of auger. i I j v z 3oring immediately bac!:`; 1 '.-d. I 1 a i i 1i I 0 Q e L Q G OF BORING Cit ENGINEERING TESTING 4111 PROJECT: 78-287 Foundation Investigation BC'R1 ST-4 Proposed K-Mart LOCATION: Stillwater, :L`t See Attached Sketch. DATE: 6/5/78 SCA LE: 1"=4' ASTM Tests or Notes Elev. Depth D2487 Description of Materiels BPF WL 926.4 0 Symbo] (ASTM: D2488) SAND, SLIGHTLY SILTY, fine to SP-SM medium-grained, with a trace of fine to medium Gravel, brown, moist (wet at 10 feet) , medium dense. ,14 o (Glacial Outwash) 2 E 23 MC = 8.9% 13. DD = 126.6 pcf e > IL u 24 u 7 c 915.4 11 - - __ - --- -- - SAND, fine to medium-grained, with o SP a trace of fine to medium Gravel, 0 913.4 13 brownynoist, medium dense. * *(Glacial Outwash) SAND, fine to medium-grained, 18 o SP some fine to medium Gravel, u brown, moist, medium dense. o (Glacial Outwash) 26 V o Ir. I� 7 o -2905.9 20.5 1 24 N Water level not encountered with 'Q 20' of hollow-stem auger in ground, 0 ., Water level not encountered to O cave-in depth of 12Y immediately I c. after withdrawal of auger. CC v Boring immediately backfilled. l M 1 II LOG iF BORING1:1WilF1131111 ENGINEERING TESTING PROJECT: 78-287 Foundation Investigation BORIFt"G! ST-5 ; Proposed K-Mart LOCATION: Stillwater, !el See Attached Sketch. DATE: 6/6/78 ,SCA ASTM Li Tests or Notes Elev. Depth D2487 Description of Materials 8Pf W 925.0 0 Symbo] (ASTM: D2488) SM SILTY SAND, fine to medium-grained brown, boulders, moist. (Glacial Outwash) 0 921.0 4 2SAND, SLIGHTLY SILTY, fine to SP-SM medium-grained, with a trace of 21 fine Gravel, brown, wet, medium dense. (Glacial Outwash) v 12 u -o 11 c a c o 1911.0 14 14 1 13 SAN35, fine to coarse—grained, SP some fine to coarse Gravel, `o 18 brown, moist, medium dense. (Glacial Outwash) 0 a o { 904.5 20.5 121 Water level not encountered with 20' of hollow-stem auger in ground. ✓ Water level not encountered to cave-in depth of 41' u Boring immediately backfilled. u i LOG iF BORING ENGINEERING TESTING PROJECT: 78-287 FOUNDATION INVESTIGATION BCR1t ST-6 Proposed 1C-Mart LOCATION: Stillwater, NNN See Attached Sketch DATE: 7/11/78 S CA LE: 1"=4' ASTMTests Of Notes Elev. e Ele Depth D2487 Description of Materials BPF NWL p p 925.4 0 ,Symbol (ASTM: D2488) SP SAND, fine to medium grained, a trace of Gravel, brown, pieces 923.4, 2.0 of concrete, moist (Fill) . SP SAND, fine to medium grained, 17 a trace of fine to medium Gravel, brown, seams of SILTY SAND, moist, c medium dense E (Glacial Outwash) 17 u 918.9 6.5 SM SILTY SAND, fine to medium grained, a trace of Gravel, brown, moist, 19 medium dense (Glacial Outwash) 17 914.9 10.5 Water level not encountered with 10' of hollow-stem auger in ground. 0 Water level not encountered to c cave-in depth of 6 ' after completion of boring. o Boring immediately backfilled. a I ' a i o r 0 CC V u � I , Y LOG F - BORING Vt3aIOUNGINEENING TESTING PROJECT: 78-287 FOUNDATION INVESTIGATION BOR! G: ST-7 Proposed K-Mart LOCATION: Stillwater, MN See Attached Sketch 7/11/78 !SCALE: 1"=4' ASTM Tests or Notes Elev. Depth D2487 Description of Materials BPF WL 925.2 0 Symboi (ASTM: D2488) SP SAND, fine to medium grained, a trace of Gravel, brown, pieces of concrete, moist, ?922.2 3 0 medium dense (Fill) 18 o � SP SAND, fine to medium grained, ga trace of fine to medium • Gravel, a trace of Silt, brown, moist, dense 37 (Glacial Outwash) Q1.8 7 7-f n, SM SILTY SAND, fine to medium grainedl�0 Sampler encountered a trace of Gravel, brown, boulder. boulders, moist, medium dense -o to dense 914. 7 10.5 (Glacial Outwash) 41 a Water level not encountered with 10' of hollow-stem auger in Q ground. oWater level not encountered to cave-in depth of 7' after completion of boring. 0 Boring immediately backfilled. c a 0 0 0 .} a. u � � I N j LOG OF BORINGS PROJECT: 78-287 illation Investigation • DATE: 6/6/78 Prosed K-Mart Stillwater, KNI SCALE: 1"=4' BORING: B-1 LOCATION: BORING: B-2 LOCATION: SURF. ELEV: See Attached Sketch. 'SURF. ELEV: See Attached Sketch. 925.4 925.0 Ablii D2430 A6IS- A.4121 466 A6 Lit � L Depth Description of Materials I D2487 WL Deoth Description of Materials n14S7 , SAND, SLIGHTLY SILTY, SAND, SLIGHTLY SILTY, fine to medium-grained, ISP-SM fine to medium-grained, iSP-SM with a trace of Gravel, with a trace of fine to brown, layer of SILTY medium Gravel, reddish CLAY, moist. brown, moist. (Glacial Outwash) (Glacial Outwash) 5 SAND, SLIGHTLY SILTY, fine to medium-grained, SP-SM6 5A. line to medium= with a trace of fine to grained, with a trace of SP coarse Gravel, brown, fine to coarse Gravel, moist. Outwash) brown, boulders, moist. (Glacial Outwash) 10 10 l [dater level not encountered o Water level notwash) (Glaci • probing boring immediately' when probing boring immediately after withdrawal of auger. after withdrawal of auger. Boring immediately backfilled. Boring immediately backfilled. { I L I { o t W nJ i 7 1 I >w I x y I { I � Annsion Soil E ening Services,Inc, 1 'i:}= c Pa ENGINEERING STING MINNEAPOLIS/ST.PAUL 6800 S.County Rd.18,P.O.Box 35108,Molt.,Mn.55435/612.941.5600 NORTHERN MINNESOTA 3219 E. 19th Avenue,Hibbing,Mn.55746/218.263.8869 CENTRAL MINNESOTA 200 Osseo Awnuo No.,St.Cloud.Mn.56301/612.253.9940 LABORATORY MOISTURE-DENSITY RELATION Project No. 78-287 Sample No. PAB #2 2-4' Date Tested 6/15/78 Standard Proctor ASTM D: 698 -70 Method: A UNIFIED SOILS CLASSIFICATION: SP-SM, SlIGHTLY SILTY SAND, fine to medium grained (ASTM D2487 & D2488) brown MAXIMUM DENSITY: 132.2 OPTIMUM MOISTURE CONTENT: 8.1 135 ( 4 iti , i , , , , i1 , 1 , , I � , 1 til i Vii ! ., 111 , ; 11, 11 , , I, , • I I ! , 11 1 , , I in II ITI L I , 1 1 , i 1 I 1 Ii l .11 „ , 1 , 'I , , I I , I I 1 " 1 , ' I I , 11111 1 11 r ! 1 , r 1 ; ! ! 11 , , } f 1 1 4 ] I 1 C „ I � t , 1 1 i- 1 1 I i • t t I I , 11 I l i i i ; � ; I , T I , � : l i ; , 1 i 1 i'1 f 1 1 ; 1 1 i 1 , I 1 l ! 1 1 I I i , , i i I I , ! T ' I ' I 1IIII ! , 1 11 , 1 ! ! y 1 ' I I { ' ili1 { I 134 � i 1 I . I , ' i I , , I , , . ,-, , , . , I i , i I , . I I I 1 I II ilr1 11 1 I , , ' 1 , 4{ 1 1 1 , i i , 1 1 , , , : , , ' I , , i ! , • } I , , , , , , Ilir , I , ! � . , ! , I . , f ; v 1 „ 1 , , , 1 1 1 ; , L I 1 i , , I I 11 1 , , . , I ' I i I , , 1 . 133E: 3 ' t , 1111 , , I ' • ; , , ; 1 ' ; i t 1 1 . , I { , 1 , 1 1 , j I I { '; ; , I ` i , i1 ; , I I 1 I 1 c I I I I , 1 I I 1 1 , , • � 1 i , , 11II 4-1 ,i 1 I� I. II , 1 1 1 i il i r 13 2 l , z � ! yt ! t' • til , , : : 1 1 i , it I , I ›, II ' �� ZERO AIR-`VOIDS ail � i f � � Sp. Gr. - 2.55 , 1 1 ; I 131 , 1 , , , , I I , ,, I , I } it , , ( i { . I 1 ,,1 , l , I , , , I _ , i 1 1 I i . , 1 1 , , i i [ I T , 1 , , , 1 , I , 4 . ; . i ,_ ,, , 1, , L . ' '.. 130 1 : . E , L j 1 5 129 6 7 8 9 10 MOISTURE COs.—7t'`'—, , , ..._ n S rvices,Inc. 4 ` - An Expansion of Soil E g ENGINEERING STING MINNEAPOLIS/ST.PAUL 6800 S.County Rd. 18,P.O.Bax 35108,Mott.,Mn.55435/612.941.5600 NORTHERN MINNESOTA 3219 E. 19th Avenue,Hibbing,Mn.55746/218.263-8869 CENTRAL MINNESOTA 200 Osseo Avenue Na.,St.Cloud,Mn.56301 1612.253.9940 LABORATORY MOISTURE-DENSITY RELATION Project No. 78-287 Sample No. PAB #1 0-4' Date Tested 6/8/78 ' Standard Proctor ASTM D: 698 -70 Method: A UNIFIED SOILS CLASSIFICATION: SP-SM, SLIGHTLY SILTY SANG, fine to medium- (ASTM D2487 & D2488) grained. MAXIMUM DENSITY: 124.2 OPTIMUM MOISTURE CONTENT: 9.8 127 i 1 , Ittl , i L , ;1 , 1i1 ; I ; I I1 ; � � � � � i , I , 1 , ! 111 , ; , 1 ; , I ; IJ11 � Lil 1 ell j � t II 171 r ; 1_,J ., 1 , 1 ; ; ; ) 11 , 1 • I4. II [ 1 1 1 � ttt1 t1 � , t ' 1 , , ri i . , 111 -1 ; ; ; ;. itll [ 111 111 � � i1 , t � I.... i - , f t , 1 t I ' 1 t i L , i 1 .1 i L L ,. i I I ( I t 1 di 1 1_1 1 , i , , , , 1 I I I I t . �.iiIII , ! I , iiiiI , t , I4TiII , 1 , rII , II., I Ii )_ III 125 .1 , ! ti , L„ , ! ) i11 " 11 111 : II, : I , I1 11 1 , i , �_, n it ; t1 , , 111111 ! ) 11 , , 1 ! 1 , r , ; , . . ! iii, ! t , 1 1 1 t , ' Y t , I t 1 1 , : ti ,, , ',. )1 , 1 1 t 1 i l l 1 i , t I S ' , ? I , i 1 , 1 , , , I t I , 1 i� t ', , 11111 1lL ! 1 I . 1 1 1 : 1 t t : 11 111 I {{ 11 ; ; 11if111 , � 1 , ifl , , i , 1 , 111 . 11 1 1 f 1 , 1 F'l 1 '1 � � ' i ' ' , ! �. ; 1 ; , t i t 123 ' tl , ' , ` {1 , I I.) , 1 f I I i ! 1 i , I , 11 1 , I I , , i I 1 , , , , , , L I , 1 1 , j 1 1 1 1 1 ' , 1 i t i ! I t 1 1 1 1 i I , U , , i _ I 1 1 1 v , i, , , , 1 ! ; 11 , ,_ 1 , t l , i ' t t , '1 I j ', F v '- 121 .-w3 1 , r ; t t ' i 119 . /' ; 1 , 1 , i 1 1 i 1 I C H . 1 t 1 , 1 I i I , I , 1 1 1 I I 1 I I ' , i I 1 , 1 ' ! 1 1 1 1 , , 1 1 _ 1 1 1 1 ; 1 1 1 1 ' ' ! ' : ; ', i ' I , t i ; � I } , , , 1 1 f , , t , t I . , i , ; ; : , , 117il + � } 1 ' { ' 1 ', 1 : �`. , ' . . . 1 1 1 Vi 115 5 7 9 11 13 15 _ X.0 S TT.RE CON 1I:,T, . An Expansion of Soil En ng Services,Inc. I ` .4 ENGINEERING STING MINNEAPOLIS/ST.PAUL.5800.S.County Rd.18,P.O.Box 35108,Molt,Mn.55435/512-941.5600 -- — NORTHERN MINNESOTA 3219 E. 19th Avenue,Hibbing,Mn.55746/218-263-8869 CENTRAL MINNESOTA 200 Osseo Avenue No.,St Cloud,Mn.58301 1612.2539940 Gradation Summary 78-287 Proposed K-Mart Stillwater, NN Sample Depth Sieve Size % Passing PAB #1 014' #4 90. 2 #10 82 . 4 #40 55 . 1 4100 19 . 1 # 200 11. 8 PAB #2 214 ' #4 100 # 10 93. 5 #40 66 . 5 4100 27. 7 4200 19 . 1 DESCRIPTIVE TERMINOLOGY , III PARTICLE SIZE IDENTIFICATION SOIL INTRUSI• BouldTHICKNESS RELATIVE PROPORTIONS Gravel over r' tensa 0—1/8" with a few 0—10% GravelCaere. 1" —3" sant 116"—1" with some 11 —20% Medium 1/2" —1" layer 1"—12" with over 20% Fine No.4 — 112" varved alternating same or Sand lenses of clays and Coarse No. 4—No. 10 silts in lake deposit Medium No.10—No.40 N� ORGANIC CONTENT Fine No,40_No,100 MOISTURE CONTE Wry Fine No.100—No.200 % non to slightly organic Silt No.200—.005 mm Dry less than 5% 0—5 Clay lee that.006 tont Moist under optimum moisture 6—10% slightly organic Wet over optimum moisture 11 —25% arsenic Waterbearing saturated sand 26—65% muck 65+ peat RELATIVE DENSITY OF CONSISTENCY OF PLASTICITY OF SOILS WITH COHESION LESS SOILS COHESIVE SOILS LESS THAN 20%CLAY very loose 0— 4 BPF very soft 0— 1 SPF non plastic gritty,cannot thread loose 6—10 BPF soft 2— 3 8PF slightly plastic rough to smooth, medium dense 11 —30 8PF rather soft 4— 5 8PF hard to thread denfe 31 —50 8PF medium 6— 8 8PF plastic smooth to waxy, very dense 50+8PF rather stiff 9-12 8PF easy to thread stiff 13— 16 SPF very stiff 17 —30 BPC hard 30+BPF RELATIVE PROPORTIONS OF GRAVEL LABORATORY TESTS $trace 0— 5% 00 Ory Density.pci OC Organic Content,% a little 6—15% WO Wet Density.pci 5 Percent of Saturation.% some 16—30% MC Natural Moisture Content.% SG Specific Gravity and 31 —50% LL Liquid Limit,% C Cohesion PL Plastic Limit,% 0 Angle of Internal Friction Pt Plasticity Index,% ou Unconfined Compressive Strength DRILLING NOTES: Standard penetration test borings were advanced by 2'4."or 3Y." I.D.nohow-stem augers unless noted other- ness.Jetting water was used to Peen out auger once to sampling only where indicated on logs. Standard penetration test borings are designated by the prefix 'sr' (Split Tube). Power Niger borings were advanced by 4"or 6"diameter,continuous-ftite,solid stem augers. Soil clatstficaton and strata depths are inferred from disturbed semoles sugared to the surface end are therefore somewhat approximate. Power auger borings are designated by the prefix'"8"" Hand probings were advanced manually with a 1h"'diameter probe and are limited to the depth f-cam which the probe can be manually withdrawn. Hand probing;are indicated by the prefix "H" CLASSIFICATION: Classification on iogs is made by inspection in accordance with the Unified Soils Classification System (ase attached Chart) using visual-manual procedures unless noted otherwise. GROUND WATER: OP aryetions were made at the limes indicated.Porosity of toil strata,seasonal weather conditions,site topography,etc.,may cause changes in the water levels indicated on the logs. SAMPLING: All samples are taken with the standard 2"0. D.sant tube sampler,except where noted.TN indicates atm- will himw ll undisturbed sample. BPF: Numbers indicate blows per foot recorded in standard penetration test,also known as"N"value. The sam+Cter is set 6"into undisturbed soil below the hollow-stem auger, Driving resistances are then counted for second and third 6""increments and added to get 89F. Where they differ significantly,they are reoorted in the following form—2/12 for the second and third 6"increments respect,vety. WH: WN indicates that semder penetrated soil under weight of hammer and rods alone.driving not required. NOTE: All tests run in accordance with apoliable ASTaA standards. .....i.„ . LW .e7. , lig r. -.,,,, . ---," —I -- ti L ENGINEERING TESTING 1 CLASSIFICATION OF ILS FOR ENGINEERING PURPOSES - A$ SIGNATION D-2487 • Group Typical Classification Criteria Manor Divisions Symbols Names ti Well-graded. gravels and Cu is 080/010 Greater than 4 c a GW gravel-sand•mixtures, (0300 Between 1 and 3 N d c•-• little or no fines Cs ' DIS 060 �"' N Ate' w S N L Poorly graded gravels and Not bath criteria for G� "� Li A °�� " gravel-sand mixtures, meeting Nom. '" little or no fines °' ° Atterberg lints plot "y v °N' N L L d Q Silty gravels, gravel- below "A" line or Atterberg tits Plot- _ „ g4' ° sand-silt mixtures c Htic c � �.° N � plasticity index ting in hatched area CI u' ^ C c less than 4 are borderline z 11.1 Atterberg limits plot classifications re- ti 'l:17. I. o c s Clayey gravels, gravel- above "A" line and quiring use of dual �o CA C GC sand-clay mixtures plasticity index symbols o , , , go L. a„ 0 IS greater than 7 > v Greater than 6 VI d" ' s.3 Well-graded sands and Cu a 060/DSO . I '^ 41 SW gravelly sands, little (01/02 $ v L. or no fines C= w Between 1 and 3 g gam,N vi �.`� D20 X DSdCV v`� o o 0 wH Poorly graded sands and 8 .:a A sem«N SP gravelly sands, little Not meeting both criteria for SW e N N c 40 g n i•r or no fines ' d a o a ='� Atterberg limits plot N H vi N " r SM Silty sands, sand-silt below "A" line or Atterberg limits plot- b !Atli:. plasticity index less ting in hatched area ES !:°N' �z a han 4 •are borderline clan- w •c- vi111. V Jo" Atterberg limits plot sifications requiring -•'-' o (el 366SC Clayey sands, sand-clay above "p., line and use of symbols H E y mixtures plasticit index _tin greater thian 7 Inorganic silts, rock flour, silty or clayey N fine sand w...) .1 v e 4/ Inorganic cTays of Taw to no= medium plasticity, gray- 60 P:aseurti:y chart V b o e1ly clays, Sandy clays, Par atassiticcri-n of!irk- y 4+ cro silty clays, lean clays so .grain.d soill ad fin. ;^:r:iars o;access-,�sin.d sots. j N :,"' Organic silts and organic v,0 w x::srts:? tuns., pto::ir; in !0 p OL silty clays of low -4 40 rha:eh.d area se boresr . s:n �+ p1 asci ei ty r oias.i;iec:ia+s. rs,ruir'vr, ( S '' i ws of d.ua1 symbol. . ,r,= �" Inorganic silts, mi caceous � ��=cam=inn of a-tine-.,�' i , , a •� P:- 0.71 (L.:,-204 c ; ,4 +N or diatomaceous ace-us si1is, il g rit >, o elastic silts • 20l (�.g, L A —+ _ 1 1 4 i_� ,0.7 vY A Inorganic clays of high o. 1 �_— t I ' I A� B plasticity, fat clays 9 -- ®ra+9l 1 ,.-4t 4� G 1 I 1 L �" 0 O 10 20 30 40 53 50 7O a) :0 100 0 — Organic clays of medium `n C' Cg to high plasticity Liquid timit I Peat, iduck and other Mignly organic scils Ps highly organic soils Visual-manual identification ..als u . . _,.. 4 _ ENGINEERING TESTING • , i 8490 Demontreville Lake Elmo, Minnesota 55042 October 23, 1978 Richard Bowen 13124 Shaker Square Cleveland, Ohio 44120 Attention: Don Kre j s a can s L1__ - RE: K Mart, Oak Park Heights, Minnesota Dear Don: In response to our telephone conversation I am submitting the follow- ing notes: (All requirements are from the Uniform Building Code) 1. The numbers on the plan sheet omitted, making it difficult to follow details. 2. Four exits are required Sec. 3202-A,\U.B.C. Code. 3. Exit 43 is not allowed. 4. Exit 18 is acceptable. 5. Provide one exit east wall . 6. Provide one exit west wall - not into garden center. 7. Eliminate exit sign at door #43. 8. Provide additional exit light for door #20. 9. Provide additional emergency lite at door #20. 10. Provide emergency lights in stock room area. 11. Relocate exit #1A in T.B.A. area to opposite end of wall near column line 12. Submit plan of fire extinguisher schedule with locations. 13. Four changes of air per hour required in T.B.A. 14. 80% of T.B.A. air change may be from retail area - 20% fresh air." • • • Richard Bowen - 2 - October 23, 1978 15. The following is required for public use: 6 water closets (1 handicapped, each sex) 5 lavitories 1 drinking fountain 1 service sink 16. Ships ladder detail 1/A-2 A-2 must be no steeper than 600. 17. Carbon Monoxide exhaust must be direct to outside in T.B.A. 18. All W.P. Recepticles to be G.F.I. 19. Garden shop recepticles to be G.F.I. 20. Energy calculations needed to comply with energy code. I am enclosing the Minnesota energy requirements. Yours truly, A-(M2- e--- Frank Leier FL/cg Encl. f, , /' rte' . 21,,....../,..f .l �.- T a / _ f -- /? 0 f, i. /c.,,,• .4-.v, DESIGN AND EVALUATION CRITERIA FOR ENERGY CONSERVATION IN NEW BUILDINGS ..)./Kfi.t,t,i..t..--_,.,,, 'xi./ /74/ -'' , -- ` ._ # / ,�:. /- - 0 / _ •- , i ri / ±/7•/' ; '':.,'' , /).;:l. ,2' State of Minnesota / r Department of Administration �j. f. /'" - / . / '` Building Code Division V March 17, 1975 `..J .-., f.. f '�t� ...- /,`- , !, , f /� 4 • • • DESIGN AND EVALUATION CRITERIA FOR ENERGY CONSERVATION IN NEW BUILDINGS INDEX PAGE Authorization and Enforcement 2 Section 1 - PURPOSE 3 Section 2 - SCOPE 4 ' Section 3 - DEFINITIONS 5 Section 4 - EXTERIOR ENVELOPE 8 .Section 5 - HEATING, VENTILATING AND AIR CONDITIONING .(HVAC) SYSTEMS . .13 Section 6 - HEATING, VENTILATING AND AIR .CONDITIONING (HVAC) EQUIPMENT. 22 Section 7 - SERVICE WATER HEATING 27 Section 8 - ELECTRICAL DISTRIBUTION SYSTEMS . . . . . . . . 29 Section 9 - LIGHTING SYSTEMS 30 Section 10- ENERGY SOURCE AND COST CALCULATIONS 33 Section 11- ENERGY REQUIREMENTS FOR BUILDING DESIGNS BASED ON SYSTEM ANALYSIS 35 Section 12- REQUIREMENTS FOR BUILDINGS UTILIZING SOLAR OR WIND POWERED ENERGY SOURCES 37 NOTICE In response to Laws of 1974, Chapter 307, these Proposed Amendments will become effective six months after adoption. These proposed energy conservation requirements are performance oriented and are not intended to be specifications for construction. To supplement the performance standards, it is the intent of the Building Code Division to provide a "Code Manual" which will acquaint building officials, designers and the construction industry with specific methods of construction which have been evaluated and found to meet these performance standards. 1 PROPOSED RULES AND REGULATIONS RO Building Code Division Department of Administration Relating to: DESIGN AND EVALUATION CRITERIA FOR ENERGY CONSERVATION IN NEW BUILDINGS SBC 6001 Authorization. These Rules are authorized by Laws of 1974, Chapter 307, and established through the rule making procedures set forth in Minn. Stats. 1969, Sections 15.0411 to 15.0417, in order to implement, interpret and carry out the provisions of Laws of 1974, Chapter 307 regarding energy conservation standards for design, evaluation, construction or reconstruction of all new buildings and remodeling undertaken after the effective date of these Rules. Additionally, these Rules constitute amendments to the State Building Code. In the event that these Rules differ with the State Building Code, these Rules shall govern in all cases not affecting safety and health requirements. SBC 6002 Enforcement. Building Officials, in the municipality for which they are appointed, shall enforce these Rules. 2 • __ 4 SECTION 1 SBC 6003 PURPOSE 1.0 PURPOSE. The purpose of these Rules is to provide design requirements and criteria that will result in the effective utilization of energy in new buildings. 1 .1 The requirements and criteria are performance-oriented and are directed . toward the design of building envelopes with high thermal resistance, low. air leakage, and toward requiring practices in the design and selection of mechanical , electrical and illumination systems and equipment which promote the efficient use of energy. 1.2 • It is intended that the rules shall be flexible and designers shall be en- couraged to use innovative approaches and techniques to achieve efficient utilization of energy. Efficient use of energy can be achieved by the use of design solutions that shall be shown to use equivalent or lesser amounts of energy without following each specific requirement. 1.3 It is intended that these Rules be used in the design of new buildings and that compliance with its requirements should be determinable in the pre- construction stage by evaluation and analysis of design specifications, drawings, and calculations. SBC 337 to SBC 5999 reserved for future use. SBC 6004 to SBC 7099 reserved for future use. 3 4110 • j. -SECTION 2 - SCOPE 2.0 These Rules set forth requirements for the design of all types of new buildings covering their exterior envelopes and selection of their HVAC, service water heating, electrical distribution and illuminating systems, and equipment for efficient use of energy. Observance of the requirements does not necessarily lead to an optimization of initial and operating cost, and these Standards are not intended to replace economic evaluation to arrive at such an opti- mization. Economic evaluation of thermal design criteria will generally show that further reductions in energy consumption will be economically desirable. 2.1 This standard applies to the design and construction of all types of new buildings or those portions of new buildings containing conditioned space. Vacation homes used for summer occupancy and buildings whose peak design energy usage is less than 1 watt/sq.ft. of floor area for all purposes are specifically excluded from the scope of this standard. 2.1 .1 Certain other buildings or elements thereof may be exempted when design data are not applicable or calculations show that internal heat gains exceed heat losses. In these cases, the exemptions shall be made in writing and a copy of such exemptions shall be submitted to the State Building Inspector within fifteen (15) days. of the granting of such exemption. 2.2 These Rules principally cover the features of a building, its equipment, and systems that determine its use of energy. The energy uses covered shall be that energy used within the building and on its site. 2.3 These Rules shall not abridge any safety or health requirements. 2.4 These Rules do not incorporate specific procedures for the operation, main- tenance and use of buildings. 4 • • SECTION 3 - DEFINITIONS Buildings a. Existing buildings - Buildings. constructed prior to the effective date of these Rules. b. New buildings - Those buildings constructed or having permits issued subsequent to the effective date of these Rules. Building Envelope The elements of a building which enclose con- ditioned spaces through which thermal energy is transferred to or from the exterior ambient environment. • Coefficient of Performance (COP) The ratio of' the rate of heat delivered by the Heat Pump, Heating Mode complete heat pump unit (exclusive of supplementary heating) to rate of energy input, in consistent units and under designated operating conditions. Coefficient of Performance (COP) The ratio of the rate of heat removed (by the Cooling Mode refrigeration cycle) to the rate of energy input, in consistent units and under designated operating conditions. Conditioned Space Any space heated, cooled or lighted whose design energy usage is greater than 1 Watt/sq.ft. Cooled Space Space within a building in which new energy is used for cooling. Deadband The range of controlled temperature within its normal operating span in which no corrective action is called for by the controller. Energy Includes all fossil fuels, solar, wind and electricity, and products from their use such as steam and chilled water which are delivered to the building to perform work. Energy, New Electrical or chemical energy converted to thermal or mechanical energy expressly for the purpose of ' heating or cooling. Energy, Recovered Energy utilized which would otherwise be wasted from an energy utilization system. Energy Efficiency Ratio (EER) a. The ratio of net cooling capacity in Btu's and total electric input in watts. b. The number of Btu's divided by the watts of power used. The higher the number the more cooling obtained for less electrical input. 5 • Energy Significant Equipment Central station unitary or room-type space conditioning equipment including, but not limited to energy converting/processing equipment used in engineered systems and packaged subsystems, service water-heating equipment and lighting equipment. Heat Flux The heat transmitted per unit of time per unit of cross-sectional area (Q/A), Btu/hr./sq.ft. Heated Space Space within a building which is provided with a positive heat supply. HVAC System A system that provides either collectively or individually the processes of comfort heating, ventilating and/or cooling within or associated with buildings. Infiltration The uncontrolled inward air leakage through cracks and interstices in any building element and around windows and doors of a building, caused by the pressure effects of wind and/or the effect of differences in the indoor and outdoor air density. 'Opaque Areas All exposed opaque areas of a building envelope which enclose conditioned space, except openings for windows, skylights, doors and building service systems. Outside Air Air taken from the outdoors and therefore not previously circulated through the system. Positive Heat Supply Heat supplied to a space by design or by heat losses occurring from energy consuming systems or components associated with that space. Reheat Sensible heat added to condition a zone to overcome cooling produced by expenditure of energy within the HVAC system serving that zone. Service Systems The HVAC, service water heating, electrical dis- tribution, and illuminating systems provided in a building. Thermal Break A material of low thermal conductivity that is installed between the cold and warm parts of the members in a building element to reduce the heat transmission through the structural members. The member itself can serve as a thermal break, if it has low thermal conductivity. 6 ! • • Total Energy System An on-site electrical generating system arranged for the maximum utilization of input fuel energy by salvaging by-product or waste heat from the generating process. Unheated Space A cellar, basement, crawl space, garage, attic or other space, within a building, which is not provided with a positive heat supply. Unitary Air Conditioner One or more factory made assemblies which nor- mally include an evaporator or cooling coil , a • compressor and condenser combination, and may include a heating function as well . Where such equipment is provided in more than one assembly, the separated assemblies shall be designed to be used together. Ventilation Air That portion of supply of air which comes from outside (outdoors) plus any recirculated air that has been treated to maintain the desired quality of air within a designated space. Zone A portion of the occupied space within a building which, recognizing the nature of its heating/ cooling load, could be satisfactorily controlled to desired temperature limits, under varying indoor loads and outdoor conditions, by the operation of control at a single point. For specific purpose of this definition, the term "occupied space" is defined as the region within a space between the three inch and the six foot level above the floor and more than two feet from exterior walls or fixed air condition- ing fixtures or equipment. 7 • 4110 =SECTION 4 - EXTERIOR ENVELOPE 4.0 SCOPE: This section contains design criteria that limit the heat loss through the building envelope in winter and heat gain in summer. The heating and cooling design criteria are given as thermal transmittance values ( U-values) and the cooling design critera is given for fenestrations. Design criteria are given for control of air leakage between indoors and outdoors in winter and summer and for control of water-vapor condensation. Two alternatives for design are given, both using a total building envelope approach instead of designing to meet stated criteria for roof/ceiling, wall , window, door and foundation assemblies. ' 4.1 GENERAL: The design criteria for the exterior envelope of a building are contained in 4.2 through 4.5. The designer may choose either alternative given in 4.6 in lieu of 4.2 through 4.5. 4.1.1 SITE AND SHAPE ANALYSIS: The proposed design submitted for either alternative stated in 4.1 should show that energy conservation was taken into account in determining building compass orientation, geo- metric shape, aspect ratio (length to width), number of stories for a given floor area requirement, thermal mass, color, shading or reflections from adjacent structures, ground surfaces or vegetation, opportunities for natural ventilation, and wind direction and speed. Guidelines for design procedures dealing with some of these considerations are given in Chapters 17 through 22, 1972 ASHRAE Handbook of Fundamentals. 4.1 .2 For calculating heat loss or gain through the exterior envelope of the building, the following design temperatures shall apply: Indoor Outdoor Winter • 680 F. Maximum Median of annual extremes* • Summer 78° F. Minimum 21/2% * 4.2 HEATING DESIGN 4.2.1 CEILINGS/ROOFS: The thermal transmittance value for the combined gross area of exterior ceilings/roofs, consisting of opaque ceiling/roof and skylights, enclosing an interior heated space shall not exceed .04 Btu/ ' hr./sq.ft./degree F. for construction where vented air space occurs above the insulation and below the roof, and 0.10 Btu/hr./sq.ft./degree F. ' for all other construction. Equation 4-1 shall be used to determine acceptable combinations of construction in meeting this requirement. A roof assembly shall be considered as those components of the roof/ ceiling envelope through which heat flows, thereby creating a building transmission heat loss. If a ceiling is employed as an element of a plenum, the thermal performance of the assembly shall be the thermal performance of the roof assembly. * Values from 1972 ASHRAE Handbook of Fundamentals, Chapter 33. 8 • • • 4.2.2 EXPOSED EXTERIOR WALLS: The thermal transmittance value (Uo) for the combined gross area of exterior walls, consisting of opaque wall areas, window areas, door areas, and foundation walls above grade, enclosing an interior heated space shall not exceed 0.17 Btu/hr./sq.ft./degrees F. for one and two-family detached dwellings, and 0.22 Btu/hr./sq.ft./ degrees F. for all other buildings. The value for an opaque wall shall not exceed .10 Btu/hr./sq.ft./degrees F. Equation 4-1 shall be used to determine acceptable combinations of construction in meeting this requirement. Equation 4-1 • Uo = Uwall Awall + Uwindow Awindow + Udoor Adoor Ao Where U0 = the average thermal transmittance of the gross wall area, Btu/hr./sq.ft./degrees F. Ao = the external exposed (above grade) gross wall area of the building that faces heated spaces, sq.ft. Uwall = the thermal transmittance of all elements of the opaque wall area, Btu/hr./sq.ft./degrees F. Awall = opaque wall area, sq. ft. Uwindow = the thermal transmittance of the window sash area, Btu/hr/sq.ft./degrees F. • = window sash area, sq. ft. Awindow Udoor = the thermal transmittance of the door, considered as an assembly, including the frama , Btu/hr./sq.ft./ degrees F. Adoor = door area, sq.ft. •9 • • HEATED SPACES: The peripheral edges of floors that face 4.2.3 FLOORS OVER heated spaces above and below the floor line shall contain thermal • resistance equivalent to that of the opaque exterior wall areas above and below the floor. The peripheral edge may be considered a part of the gross exterior wall area as a component in accordance with 4.2.2 if the equivalent thermal resistance requirement cannot be met. 4.2.4 FLOORS OVER UNHEATED SPACES: The thermal transmittance value of . enclosing aninterior heated space, floors above unheated spaces, encl g shall not exceed 0.08 Stu/hr/sq.ft./degrees F.. A basement, crawl space, or garage shall be considered unheated unless it is provided with aP ositive heat supply. 4.2.5 SLAB-ON-GRADE FLOORS: The thermal resistance of the insulation around •theerimeter of slab-on-grade gloors shall be not less than 0.20 Btu/ hr/sq.ft ./degrees F. , and the insulation shall extend downward below the grade line to the footing or the design frost line, or an equiv- alent distance horizontally inward from the edge under the floor. • 4.2.5 FOUNDATION WALLS: The areas of foundation walls and the windows and • doors therein, enclosing a heated space and exposed to outdoor air, shall meet the thermal transmittance of 4.2.2. The areas of. f ounda- tion walls below grade and enclosing a heated space shall have a thermal resistance not less than 50 percent of the thermal resistance of the opaque wall area above grade. • 4.3 COOLING DESIGN 4.3.1 SCOPE: The requirements of this section apply to designs for buildings or portions of buildings in which new energy is used for cooling by any means, such as forced ventilation, mechanical or evaporative cooling. 4.3.2 OPAQUE. AREAS OF WALLS AND CEILINGS/ROOFS: The transmittance values shall be as defined in Heating Design (Section 4.2) . • 4.3.3 FENESTRATIONS: The maximum instantaneous combined solar and air-to-air heat transmission of each window at design conditions for exterior fenes- • tration enclosing an interior cooled space shall not exceed•100netu/hr./sq.ft. as an average of the transparent area of eantirelwindoe. hes heat atll in transparent window areas of the exteriorshading be throughp season by interior and/or exterior h g controlled during the cooling glass types. a ion of different yp and/ort devices the utilization 10 • • • • 4.4 AIR LEAKAGE CONTROL (INFILTRATION) • 4.4.1 OVERALL AIR LEAKAGE: The natural leakage of air between outdoors and indoors for the building envelope shall not exceed 0.7 air changes per hour, for one and two-family detached dwellings or 0.5 air changes per hour for all other buildings that are not pressurized. In pressurized buildings, the infiltration shall be offset by the ventilation air. Air leakage data shall be determined from certified data furnished by the manufacturer of doors, windows, and exterior curtain walls, and supplemented by calculations using guidelines given in Chapters 19 and 21 , 1972 ASHRAE Handbook of Fundamentals. A wind condition of 15 miles per hour shall be used in all calculations. An air lock, such as a vestibule or revolving door, shall be constructed at each primary means of access to a building used by the public. 4.4.2 WINDOWS AND DOORS: Windows and doors shall be designed to limit air • leakage into or from the building when in the closed position. The air infiltration rate shall not exceed the value listed in Table 4-2 when tested at a pressure differential of 1.567 lb/sq.ft. , equivalent to the impact pressure of a 25 mile per hour wind. 4.4.2.1 Compliance with the air leakage requirements of all types of windows and doors shall be determined by ASTM E283-73, Standard Method of Test for Rate of Air Leakage Through Exterior Windows, Curtain Walls, and Doors. . TABLE 4-2 Type of Opening CFM/Ft of Crack Windows/Exterior curtain walls 0.5 Sliding Doors 0.75 Swinging Doors 1.0 4.4.3 CAULKING AND SEALANTS: Joints around window and door frames, between wall and foundation, between wall and roof, between wall panels, at penetrations of utility services through walls, floors, and doors, and all other openings in the exterior envelope shall be caulked, gasketed, or otherwise weatherstripped. • 4.5 CONDENSATION CONTROL 4.5.1 VAPOR BARRIERS: The design of the building envelope for one and two- family dwellings and other buildings having humidification require- ments in excess of those set forth in 5.1 .2.1 should provide main- tenance of thermal performance and durability by protecting against cold weather water vapor condensation. 4.5.2 THERMAL BREAKS: All window, door, ceiling, roof, floor, and wall construction shall contain thermal breaks to prevent excessive heat transmission. 11 • • 4.6 ALTERNATIVE DESIGNS 4.6.1 TOTAL ENVELOPE METHOD; Alternative designs and methods of construction shall be acceptable provided it is shown that the total building heat loss and heat gain exclusive of overall air leakage at winter and summer design conditions, respectively, is equal to or less than design developed to satisfy criteria given in Sections 4.2 through 4.5 above. Alternative designs for comparison shall be based upon the same indoor and outdoor design temperatures, occupancies and use schedules, and equivalent useful floor area, perimeter and building volume, as used to satisfy the criteria of Sections 4.2 through 4.5 4.6.2 ENERGY ANALYSIS METHOD: Section 11 , instead of Section 4, may be used for building designs.ns. Designs of the building envelope resulting from application of the requirements of Sections 4.2 through 4.5, or Section 4.6.1 , shall be used to establish a reference heat loss and heat gains for comparison with designs resulting from the application of Section 10. • 12 • • • SECTION 5 5.0 HEATING, VENTILATING AND AIR CONDITIONING (HVAC)SYSTEMS 5.1 GENERAL: This Section establishes HVAC system requirements for efficient utilization of energy. System criteria developed from the requirements of this Section shall be the basis for equipment selection as described in Section 6. System design shall permit operation' of HVAC systems with minimum energy consumption. 5.2 SCOPE: This Section covers determination of heating and cooling loads, design requirements, and control requirements for general comfort applications in new buildings. Criteria is established for insulating piping and air handling systems, and for duct construction. For special applications such as hospitals, laboratories, thermally sensitive equipment, computer rooms, and manufacturing processes, etc. , the design concepts and parameters shall conform to the require- ments of the application at minimum energy levels. Where these special appli- • cations are described in the 1974 ASHRAE Handbook - Applications, the criteria described therein should be used. 5.3 CALCULATION OF HEATING AND COOLING LOADS 5.3.1 RECOMMENDED PRACTICES: Heating and cooling design loads shall be determined in accordance with one of the procedures described in the 1972 ASHRAE Handbook of Funda ►entais, Chapters 21 and 22, or shall be calculated in a format or computerized program acceptable to the Minnesota Building Code Division. For residential heating and cooling design load calculations, NESCA Manual J and ARI Standard 230-62 are considered equivalent. 5.3.2 DESIGN PARAMETERS: The following design parameters in conjunction with other provisions of this Standard, shall be used for HVAC system design load determination for general comfort applications. 5.3.2.1 OUTDOOR DESIGN CONDITIONS: The outdoor design conditions shall be determined by location of the building as indicated in Table 5-1 . For locations not shown, use the value of the nearest city listed. 5.3.2.2 INDOOR DESIGN CONDITIONS: The indoor design conditions shall . be 68°F. db in winter and 78°F. db in summer. Design indoor winter relative humidity shall not exceed 15 percent where new energy is required to produce humidification. Design indoor summer relative humidity shall not be less than 55 percent where new energy is required for dehumidification. 13 • • , 110 TABLE 5-1 • LOCATION OUTDOOR TEMPERATURE (Degrees F.) WINTER SUMMER db db wb Albert Lea -20 89 76 Alexandria -26 88 74 Bemidji -38 84 72 Brainerd • -31 85 73 buluth -25 82 71 Faribault -23 88 75 Fergus Falls -28 89 74 International Falls -35 82 69 Mankato -23 89 75 Minneapolis/St. Paul -19 89 75 Rochester -23 88 75 St. Cloud -26 88 75 Virginia -32 83 71 Willmar -25 88 75 Winona -19 89 76 14 • • 5.3.2.3 VENTILATION: In HVAC systems with temperature control and filtration, in which air is recirculated, the heating and/or cooling design loads caused by the outdoor air portion of the ventilation air supplied to rooms or spaces shall be based on outdoor air quantities of not more than 33% of the recommended ventilation rates cited in Section 6 of ASHRAE Standard 62-73 - Natural and Mechanical Ventilation. The air quality shall conform with the requirements of ASHRAE Standard 62-73. 5.3.2.3.1 VARIATIONS: The quantity of outdoor air intro- duced into spaces conditioned for comfort for • the purpose of meeting normal respiratory and odor control needs shall be no greater than 5.cfm per person, except as indicated in Section 5.3.2.3. If values of outdoor air, other than those shown in ASHRAE Standard 62-73, are used because of • special occupancy or process requirements, source control of air contaminants, or conflicting codes, these required outdoor air quantities shall be used as the basis of calculating the heating and/or cooling design loads. 5.3.2.4 INFILTRATION: Unless specifically calculated otherwise, heating and cooling design load determinations for the entire structure shall include infiltration at the rate of no more t• han 0.7 air changes per hour for one and two-family dwellings and 0.5 air changes per hour for all other buildings that are not pressurized. In pressurized buildings, the infiltration shall be offset by the ventilation air. ' 5.3.2.5 SYSTEM DESIGN HEATING/COOLING CAPACITY: Heating and/or cooling systems shall be capable of functioning to accomplish the requirements of Section 5.3 as applicable. The rated capacity of the heating/cooling system at design conditions shall not be greater than 110% of the design output load calculated in accordance with Section 5.1 whenever appropriate equipment is available. Equipment designed for standby purposes is not included in the capacity limitation require- ment. The cooling cycle of heat pumps are exempt from this requirement. 5.4 CONTROLS 5.4.1 TEMPERATURE CONTROL: Each HVAC system shall be provided with at least one automatic, space-temperature control device for the regulation of temperature as required in 5.4.3. These automatic, space-temperature control devices shall be capable of being set to maintain space tem- perature set points from 55°F. to 85°F. and shall be capable of operating the system heating and/or cooling in sequence, if both are provided. These controls shall be adjustable to provide a temperature range of up to 10°F. between the full heating and full cooling being supplied, except as allowed in paragraph 5.5.8.6. 15 • • • • ' 5.4.2 HUMIDITY CONTROL: If an HVAC system is equipped with a means for adding moisture, to maintain specific selected relative humidities in spaces or zones, an automatic, space-humidity control device shall be provided. This device shall be capable of being set to prevent new energy from being used to produce space relative humidity above 15 percent RH. The exception to the above is process operations that require different environmental conditions to maintain product quality. system an automatic humidity control device is used in an HVAC with means for removing moisture to maintain specific selected relative humidities in spaces or zones, this device shall be capable ofbeing set P P to prevent new energy from being used to produce a space relative humidity below 55 percent RH. 5.4.3 ZONING FOR TEMPERATURE CONTROL 5.4.3.1 ONE AND TWO-FAMILY DWELLING UNITS: At least one automatic space temperature control device, as required in paragraph • 5.4.1 , shall be provided for each separate dwelling unit. 5.4.3.2 MULTIPLE-FAMILY DWELLING UNITS: For multiple-family dwelling units, each individual dwelling unit shall be considered separately and shall meet the requirements of 5.4.3.1. Spaces other than living units shall meet the requirements of 5.4.3.3. 5.4.3.3 ALL OTHER TYPES OF BUILDINGS OR OCCUPANCIES: At least one automatic space temperature control device as required in • paragraph 5.4.1 shall be provided for: a. Each separate zone. Each floor of a building shall be considered as a separate zone (as a minimum). b. Each zone served by a separate HVAC system. c. Each zone as covered in paragraph 5.5. 5.4.4 CONTROL SETBACK AND SHUTOFF 5.4.4.1 SINGLE AND MULTIPLE FAMILY DWELLING UNITS: The automatic space temperature control device required in paragraphs 5.4.3.1 and 5.4.3.2, or an alternate means (such as a switch or clock), shall provide a readily accessible, non- automatic or automatic means for reducing the energy required for heating and cooling during periods of non-use or reduced need (such as unoccupied periods, sleeping hours, etc.) . Lowering set points of automatic space temperature control devices to reduce energy consumption of heating systems shall not cause new energy to be expended to reach the reduced setting. Where HVAC systems provide outdoor air for ventila- tion, a readily accessible means shall be provided for reducing the outdoor air quantity during periods of reduced need. 16 • • • • 5.4.4.2 OTHER BUILDINGS AND OCCUPANCIES: Each HVAC system shall be equipped with a readily accessible means of reducing the energy used for HVAC during periods of non-use or alternate uses of the building spaces or zones served by the system. The thermal intertia effects to the building mass shall be considered in determining what the set-back can realistically be. The following are examples that meet this requirement: a. Manually adjustable automatic timing devices. b. Manual control systems for use by operating personnel. c. Automatic control systems. d. Manually or automatically set devices (one and two-family dwelling units only). 5.5 SIMULTANEOUS HEATING AND COOLING: Simultaneous heating and cooling of a zone by reheat, recooling or concurrent operation of independent heating and cool ing systems shall be restricted as delineated below. 5.5.1 Recovered energy, including new energy expended in the recovery process (provided the amount expended is less than the amount recovered), may be used for control of temperature and humidity. 5.5.2 New energy may used, when necessary, to prevent relaa-ive humidity from risinn a5ove 55/ for colfort control or to prev:: _t condensation on terrnica7 !mitS . 5.5.3 New energy may be used for control of temperature if minimized as delineated in paragraphs 5.5.4 through 5.5.8. 5.5:4 REHEAT SYSTEMS: Systems serving multiple zones, other than those employing variable air volume for temperature control , shall be pro- vided with controls that will automatically reset the system cold air supply to the highest temperature level that will satisfy the zone requiring the most cooling. Single zone reheat systems shall be con- trolled so as to sequence reheat and cooling. . 5.5.4.1 NEW ENERGY: Whenever possible, new energy shall not be used for reheat purposes. The total installed capacity of all reheat using new energy shall be limited to 15-1 of the total system cooling capacity. 5.5.5 DUAL DUCT AND MULTIZONE SYSTEMS: These systems shall be designed with means to automatically reset the cold deck temperature to the highest temperature necessary to satisfy the zone requiring the most cooling during predominately cooling operation, and to automatically reset the hot deck temperature to the lowest temperature necessary to satisfy the zone requiring the most heating during the predominately heating operation. • 17 • • 41110 5.7 MECHANICAL VENTILATION: Each mechanical ventilation system (supply and/or exhaust) shall be equipped with a readily accessible means for colume reduction and/or shutoff when ventilation is not required. 5.8 PIPING INSULATION: All piping installed to serve buildings and within build- ings shall be insulated in accordance with Table 10, except as shown in paragraph 5.8.1 . " % r 5.8.1 EXCEPTIONS - Piping insulation is not required in the following -cases: • a. Piping installed within HVAC equipment. - b. Piping at temperatures between 600F. and 120°F. c. When the heat loss and/or heat gain of the piping, without insula- tion, does not increase the new energy requirements of the building. 5.8.2 OTHER INSULATION THICKNESSES: Insulation thicknesses in Table 10 are based on insulation having thermal resistances in therange of R=4.0 to 4.6 per inch of thickness on a flat surface at a mean temperature of 75°F. Minimum insulation thickness shall be increased for materials having R values less than 4.0 or may be reduced for materials having R values greater than 4.6 per inch of thickness. a. For materials with thermal resistance greater than R=4.6, the insulation thickness may ba reduced as follows: 4.6 x Table 5 Thickness = New Minimum Thickness Actual R b. For materials with thermal resistance less than R = 4.0, the minimum insulation thickness shall be increased as follows: 4.0 x Table 5 Thickness = New Minimum Thickness Actual R c. For domestic hot water systems see Section 7. 5.9 AIR HANDLING DUCT SYSTEM INSULATION: All ducts, plenums and enclosures installed in or on buildings shall be insulated as follows: . 5.9.1 All duct systems, or portions thereof, where the temperature differen- tial between the air surrounding the duct and the design temperature of the air in the duct exceeds 30°F. , shall be thermally insulated (externally of internally) to provide a minimum thermal resistance of R = 4. 0, exclusive of film resistances. The thermal resistance of the duct insulation shall be increased by R = 1 for each increase of 25°F or fraction thereof over the 30°F. temperature differential . 19 • • 7 . 5.5.6 RECOOLING SYSTEMS: The system design shall limit the use of new energy for recooling of heated air to 15 percent of the total system heating capacity. Such systems shall provide means for limiting the use of energy for recooling of heated air by automatically resetting the temperature to which the supply air is heated to the lowest level that will satisfy the zone requiring the most heating. 5.5.7 For multiple zone systems, one zone may be chosen to represent a number of zones with similar heating/cooling characteristics. The supply air-temperature reset in 5.5.4 is not required for multiple zone HVAC systems that employ reheating or recooling for control of . less than 20% of the total air in the system. 5.5.8 Concurrent operation of independent heating and cooling systems serving common spaces, and requiring the use of new energy for heating, shall be minimized by one or both of the following: .a. By providing sequential temperature control of both heating and cooling capacity in each zone. ' b. By limiting the heating energy input, through automatic reset control of the heating medium temperature (or energy input rate), to only that necessary to offset heat loss due to transmission and infil- tration. 5.5.9 ENERGY RECOVERY: Each exhaust-makeup system having a total outdoor air capacity of more than 4000 cfm should employ energy recovery equipment which shall be capable of recovering at least 50% of the potential heating or cooling effect in the exhaust air, wheneverrrthe temperature difference between exhaust and makeup air is 10 greater. Energy recovery equipment should be capable of intermittent operation as required to conform `to Section 5.4, and shall not inter- fere with normal air flow when the energy recovery equipment is not functioning. 5.6 COOLING WITH OUTDOOR AIR: Each fan system, having greater than 134,000 Btu/ hr. total cooling capacity or more than 5000 cfm, shall be designed to use up to 100% of the fan system capacity for cooling with outdoor air whenever cooling, requiring new energy, is needed and: a. The enthalpy of outdoor air is lower than that of the indoor air, and/or. b. The outdoor dry bulb temperature is lower than that of the return or indoor air. 5.6.1 EXCEPTIONS: Cooling with outdoor air is not required under the following conditions: a. The quality of the outdoor air (as defined in Table 1 of ASHRAE Standard 62-73) is so poor as to require extensive treatment of the air. b. The need for humidification and/or dehumidification requires the use of more energy than is conserved by outdoor air cooling. c. The use of outdoor air cooling may affect the operation of other systems (such as return air fans or supermaket refrigeration) so as to increase the overall energy consumption of the building. d. Internal/external zone heat recovery is used. 18 • ' .y • _ ..- 4110 5.7 MECHANICAL VENTILATION: Each mechanical ventilation system (supply and/orT exhaust) shall be equipped with a readily accessible means for colume reduction and/or shutoff when ventilation is not required. <•,_ .: Y:. f 5.8 PIPING INSULATION: All piping installed to serve buildings and within build- 4- ings shall be insulated in accordance with Table 10, except as shown in r ,r . paragraph 5.8.1. /) F . 5.8.1 EXCEPTIONS - Piping insulation is not required in the following cases: ti a. Piping installed within HVAC equipment. - b. Piping at temperatures between 60°F. and 120°F. c. When the heat loss and/or heat gain of the piping, without insula- tion, does not increase the new energy requirements of the building. . v r: 5.8.2 OTHER INSULATION THICKNESSES: Insulation thicknesses in Table 10 are >L.49 . based on insulation having thermal resistances in the range of R=4.0 to 4.6 per inch of thickness on a flat surface at a mean temperature of 75°F. Minimum insulation thickness shall be increased for materials - 'k having R values less than 4.0 or may be reduced for materials having R values greater than 4.6 per inch of thickness. _ ;: a. For materials with thermal resistance greater than R=4.6, the • insulation thickness may be reduced as follows: :2• 4.6 x Table 5 Thickness = New Minimum Thickness Actual R b. For materials with thermal resistance less than R = 4.0, the • minimum insulation thickness shall be increased as follows: 4.0 x Table 5 Thickness = New Minimum Thickness Actual R c. For domestic hot water systems see Section 7. 5.9 AIR HANDLING DUCT SYSTEM INSULATION: All ducts, plenums and enclosures installed in or on buildings shall be insulated as follows: 5.9.1 All duct systems, or portions thereof, where the temperature differen- tial between the air surrounding the duct and the design temperature of the air in the duct exceeds 30°F. , shall be thermally insulated (externally of internally) to provide a minimum thermal resistance of R = 4. 0, exclusive of film resistances. The thermal resistance of the duct insulation shall be increased by R = 1 for each increase of 25°F or fraction thereof over the 30°F. temperature differential . f t i ti- 19 t- k • • 5.9.2 EXCEPTIONS - Duct insulation is not required in the following cases: a. Ducts installed in basements and cellars for either supply or return air in residential construction. b. When the heat gain or loss of the ducts, without insulation, will not increase the energy requirements of the building. c. Within HVAC equipment. 5.9.3 Uninsulated ducts in uninsulated sections of exterior walls are unacceptable and will not meet the requirements of this Standard. 5.9.4 The required thermal resistances do not consider condensation. Additional insulation may be required to prevent condensation under some conditions. • 5.10 DUCT CONSTRUCTION: All ductwork shall be constructed and erected in accor- dance with the ASHRAE Handbook or the following SMACNA standards: a. Residential Heating and Air Conditioning Systems - Minimum Installation Standards, August 1973. b. Low Velocity and Duct Construction Standards, 4th Edition, 1969. c. High Velocity Duct Construction Standards, 2nd Edition, 1969. d. Fibrous Glass Duct Construction Standards, 3rd Edition, 1972. e. Pressure Sensitive Tape Standards, 1973 (where required in paragraph 5.10.2). 5.10.1 High pressure and medium pressure ducts shall be leak tested in accordance with the applicable SMACNA standard. 5.10.2 . There is no standard at this time for leak testing of low pressure ducts. When low pressure ducts are located where the air leakage loss is nonbeneficial , then all transverse joints shall be sealed using mastic and/or tape. • 20 • • • l • Table 10 - Minimum Pipe Insulation • • Piping System Temperature Insulation Thickness in Types Range - F Inches for Pipe Sizes* 1" and 8" and less 1!4-2,2 -4 5&6 larger Heating Systems Steam & Hot Water • 'High Pressure/Temp 306-460 2 21 31 4 41 Medium Pressure/Temp 251-305 11 2 21 3 31 Low Pressure/Temp 201-250 1 11 2 22 3 Low Temperature 140-200 1 11 12 2 21 Steam Condensate Any 1 11/2 2 2 21 (for Feed Water) . Cooling Systems Chilled Water 40-60 1 1 1 1 1 Refrigerant or Brine Below 39 1 lz 12 11 11 Heating and/or Below 39 3/4 1 11 11 11 11 Cooling Systems 40-60. 3/4 1 1 1 1 Runouts to 140-200 3/4 lZ 12 2 21 Individual Units. 201-250 3/4 11 2 .21 3 (not exceeding 12' in 251-305 3/4 2 22 3 31/2 length) 306-460 3/4 22 ! 31 4 41 Stm.Cond. 3/4 ' 11 2 2 21 . * See 5.8.2 21 SECTION 6 6.0 HEATING, VENTILATING AND AIR CONDITIONING (HVAC) EQUIPMENT 6.1 SCOPE: This section deals with the equipment performance and manufacturer's documentation in accordance with the criteria for efficient utilization of energy established in this standard for HVAC equipment used in new buildings. 6.2 COOLING SYSTEMS EQUIPMENT, ELECTRICALLY OPERATED: Cooling systems equipment whose energy input is entirely electric shall, at the conditions specified in Table 11, show a Coefficient of Performance-Cooling (or Energy Efficiency Ratio) not less than those shown in Table 12. Table 11 - Rating Conditions for COP Temperatures, °F. Item DB WB Inlet Outlet Return Air (entering equipment) 80 67 Outdoor Ambient (air-cooled) 95 75 - - rondenser Water (water cooled) - - 85 95 Table 12 - Minimum COP (EER), Cooling Standard Rating Capacities Effective Date Under 65,000 Btu/hr 65,000 Btu/hr and over COP (EER) COP (EER) Beginning January 1 , 1977 1.8 (6.1) 2.0 (6.8) 1 .97 KW/Ton 1.76 KW/Ton Beginning January 1 , 1980 2.0 (6.8) 2.2 (7.5) 1 .76 KW/Ton 1 .60 KW/Ton 22 • . . 410 4111 • 6.2.1 These standards apply to unitary cooling equipment (both air-cooled and water-cooled), the cooling mode of unitary heat pumps (both air-source and water-source), packaged terminal air conditioners, room air conditioners, and applied systems. The COP values shall include the inputs to all compressors, fans, blowers and pumps. 6.2.2 Cooling systems using equipment combinations that have a total electric input, which may or may not consist of components that are shipped and mounted separately within the building HVAC systems, shall have a coefficient. of performance which includes, but is not necessarily limited to, the energy consumed by all system refrigerant compressors, fans .and pumps. 6.2.3 The cooling systems may consist of unitary cooling equipment (air-cooled, evaporatively cooled or water-cooled), cooling mode of unitary heat pumps (air or water source), packaged terminal air conditioners, room air conditioners, or larger applied systems consisting of several • components in a field built-up system. 6.2.4 In applied systems, where components from several equipment suppliers are to be utilized, it shall be the function of the systemdesigner to determine the full-load system COP, using data from the equipment supplier(s) as a means of determining compliance with Table 12. • 6.3 COOLING SYSTEMS, HEAT-OPERATED (ABSORPTION) WATER-CHILLING EQUIPMENT: The performance of heat-operated (absorption) water-chilling equipment shall be based not only on the components included in the unit but shall include cooling tower fans, pumps and other parts of the complete system, which are supplied separately. 6.3.1 PERFORMANCE: Absorption water-chilling units, employing steam or hot water as the energy source, and water-cooled absorbers and condensers shall comply with the requirements of ARI Standard for Absorption Water-Chilling Packages, 560-74. Direct-fired, absorption water- chillers and air conditioners shall comply with ANSI Standard for Gas-Fires Absorption Summer Air-Conditioning Appliances, 221 .40.1-73. 6.3.2 EFFICIENCY LIMITATION: Heat-operated cooling equipment shall show a COP not less than as listed in Table 13 when tested at Standard Rating Conditions established in the applicable standards referenced in ' paragraph 6.3.1 , except when: a. It is supplied by recovered energy, such as steam rejected from another process. b. It is used in areas where restrictions on electrical energy are present on new construction. c. It is used in systems requiring air conditioning that is indepen- dent of local power sources (standby) for critical applications, i.e. , hospitals, essential electronic processing systems, etc. 23 • • • 4 6.3.3 In applied systems where components from several equipment suppliers are to be utilized, it shall be the responsibility of the system designer to determine the full load system COP using data from the equipment supplier(s) to determine the energy consumption of the system as applied in the building in the cooling mode, as a means of determining compliance with Table 13. Table 13 • Minimum COP-Cooling, Heat-Operated Cooling Equipment Standard Rating Capacities Under 65,000 Btuh 65,000 Btuh and ove Beginning January 1, 1977 0.45 0.50 Beginning January 1 , 1980 0.50 0.55 6.4 SEASONAL COOLING COEFFICIENT OF PERFORMANCE (COP): Building cooling systems, and associated equipment for most applications, will typically operate at 100% of design capacity for a maximum of 5% of the total operating hours in an average year. Equipment part-load performance data is therefore an important requirement of this Section. This information will allow the system designer to calculate the estimated yearly energy consumption of the proposed HVAC system and equipment in the building, when designed in accordance with Sections 4 through 9. 6.4.1 To assist designers and purchasers in their selection of energy conserving equipment and systems, the manufacturers of cooling equip- ment shall provide, upon request, information so that the designer can compute columns 3 and 4 of Form 1 or Form 2,. at outdoor ambient con- ditions as applicable. 6.4.2 The system designer may then construct building system load vs. outdoor ambient curves and, by means of tabular weather data*, arrive at the total annual cooling hours that occur at each outdoor ambient segment. By performing the operations indicated in Form 1 or 2, it is possible to sum up all values and obtain a seasonal cooling energy requirement and coefficient of performance. Adjustments are necessary for any standby energy input(s) , e.g. , continuously-operated pumps or fans, crankcase heaters, control system power, etc. 6.4.3 As an alternate, the system designer may elect to establish the building cooling energy estimate using a dynamic computerized energy analysis which calculates building system and equipment energy consumption in a more detailed manner. *Engineering Weather Data Manual NAVFAC-P-89, Dept. of the Navy, Navy Publication and Printing Service, Building 157, Washington Navy Yard, Washington, D.C. , 2.0390 24 • 6.5 COMBUSTION HEATING EQUIPMENT: The equipment supplier shall furnish data as specified in paragraph 6.10. In the case of boilers not listed under a nationally recognized certification program, the manufacturer's rating shall be accepted, subject, at the designer's option, to a performance test in accordance with the ASME Power Test Code for Steam Generating Units, PTC 4.1 - 64. In the case of forced warm air heaters (central furnaces) not so listed, the manufacturer's rating shall be accepted, subject, at the designer's option, to an acceptance test in accordance with the ANSI Standard for Gas- Fired Heavy-Duty Forced-Air Heaters Z83.5-67 (Rev. 1972). ANSI Standard for Oil-Powered Central Furnaces Z91.1-72, as applicable. a ed 6.6 HEAT PUMPS, HEATING: Heat-pump heating systems, whose energy input is entirely electric shall have a COP heating not less than shown in Table 14 at the conditions stated therein. The indoor temperature for these rating conditions is 70F. • Table 14 Minimum COP - Heating Heat Pumps Air Source 1 Water Source Outdoor Air Temperature,°F. + Entering WatPr r . Temo'zTatura: DB/WB DB/WB DB 4-6747 -0717 0 60 Beginning Jan. 1 , 1977 2.2 1 .4 Permit 2.2 shut-off Beginning Jan. 1 , 1980 2.5 _ 1.7 1 .0 2.5 1 . Water flow rate to be as determined in the cooling test. 6.6.1 SUPPLEMENTARY HEATER CONTROL: The heat pump shall be installed with a control system to prevent electric resistance, supplementary heater operation when the steady state heating' load can be met by the heat pump alone. A two-stage room thermostat, which controls the supple- mentaryaccepted heat on its second stage, shall be as meeting this requirement. • 25 • ' . 110 E 6.6.2 SEASONAL PERFORMANCE FACTOR-HEATING (Air Source Heat Pump): The [ [ Seasonal Performance Factor (SPF)-Heating for heat pumps is defined as the ratio of the heat delivered to the conditioned space during the full heating season to the energy input in consistent units. To assist designers and purchasers in their selection of air-source heat pump equipment, manufacturers shall provide, upon request, information so that the SPF can be determined. Form 3 can be used to calculate SPF. Manufacturers shall provide information so that the designer can complete columns "E" and "G" of this form. This calculation procedure takes into account all system energy requirements, including defrost operations and supplementary heat. The weather information is available from the same source as that used for calculating cooling energy requirements and seasonal- cooling efficiency (paragraph 6.4.2). 6.7 ELECTRIC RESISTANCE SPACE HEATING EQUIPMENT: The manufacturer of electric resistance space heating equipment shall make available to prospective pur- chasers, designers or contractors, upon request, full load energy input and output, over the range of voltages at which the equipment is intended to operate. 6.8 ANNUAL ENERGY REQUIREMENTS AND COEFFICIENTS OF PERFORMANCE: For all buildings over 5,000 sq. ft. gross floor area, the system designer shall compute the total amount of fuels and electricity required to cool and to heat the building during a typical year. The Heating Seasonal Performance Factor (where appli- cable) and the Cooling Seasonal COP shall also be determined. f 6.9 MAINTENANCE: Equipment which requires periodic routine maintenance, to maintain efficient operation, shall be furnished complete with the necessary maintenance information. Required routine maintenance actions shall be clearly stated as required and incorporated on a permanent label , affixed in a readily accessible location on the equipment. The label may be limited to identifying required. actions that are explained in greater detail in an operation and maintenance manual . The label should identify, by title and/or publication number, the operation and maintenance manual for that particular model and type of product. At least one copy of each required manual shall be furnished by the manufac- turer to the original owner upon request. 6.10 RESPONSIBILITY OF EQUIPMENT SUPPLIERS: Suppliers of HVAC equipment shall ' furnish, upon request by prospective purchasers, designers, or contractors, • the full and partial capacity and standby input(s) and output(s) of all equip- ment, and components of applied systems, based on equipment in new condition, to enable determination of their compliance with this standard. This includes performance data under all modes of operation and at all ambient conditions necessary to make the analysis outlined in this standard. 6.10.1 Performance data furnished by the equipment supplier or certification under a nationally recognized certification program, when available, satisfies this requirement when all energy input(s) and output(s) and operating modes are included. 26 • • -=•SECTION 7 7.0 SERVICE WATER HEATING • 7.1 GENERAL: Hot water for domestic, sanitary, and swimming pool purposes shall be generated and delivered in a manner conducive to saving heat energy. When possible, heat recovery shall be used for a portion of the water heating requirements. ; „ • 7.2 SCOPE • 7.2.1 The purpose of this section is to provide criteria for design and equip- ment selection that will produce energy savings when applied to service water heating. The selection of the specific fuel (as with the specific equipment or system) is left to the designer. Fuel availa- bility (both locally and as a national resource) , generation, trans- mission capacity, efficiency, and local and national energy policies will require consideration and assessment before selection. 7.2.2 It is not the intention of this section to develop either a procedure or method for designing a water distributing system, other than to offer criteria which, when applied, will reduce unnecessary uses of energy. For a more complete systems design guide, the reader should consult the 1973 ASHRAE Handbook-Systems, Chapter 37, Service. Water Heating. 7.3 WATER HEATERS, STORAGE TANKS, BOILERS, AND PIPING 7.3.1 PERFORMANCE EFFICIENCY � *; 7l' /lam , 7.3.1.1 All -automatic, electric, storage water heaters shall have g stand-by loss not exceeding 4 watts per square foot (4314/mL) of tank surface area. The method of test of stand-by loss shall be as described in Section 4.3.1 of ANSI-C72.1-72- Household Automatic Electric Storage-Type Water Heaters. 7.3.1 .2 All gas and oil-fired, automatic, storage heaters shall have a recovery efficiency, E,, not less than 75% and a stand-by loss S, not exceeding 7%. the method of test of E and S shall be as described in Section 2.7 of ANSI Z21 .10.3-74-Circulating Tank, Instantaneous and Large Automatic Storage Type Water Heaters, Approval Requirements for Gas Water Heaters, Volume III, including Addenda Z21 .10.3a-1972 and Z21 .1O.3b-1972; except that for oil-fired units CF = 1 .0, Q = total gallons of oil consumed, and H - total heating value of oil in Btu/gallon. 7.3.2 COMBINATION SERVICE WATER HEATING/SPACE HEATING BOILERS: Subject to the exceptions noted below, service water heating equipment shall not be dependent on year-round operation of space heating boilers; that is, boilers that have as their only function winter space heating. Excep- tions to this provision are: boiler/space heating systems where boiler capacity is less than 120% of the service water heating demand of boiler/ space heating systems, regardless of usage, which have a minimum overall system efficiency of no less than 65% based on total annual energy usage. 27 • • • 7.3.3 INSULATION 7.3.3.1 Heat loss from unfired hot water storage tanks shall be limited to a maximum of 35 Btu/hr/sq.ft. (47 W/m2) of. external tank surface area. 7.3.3.2 Heat logs shall be limited to a maximum of 25 Btu/hr/sq.ft. (79 W/m ) of pipe surface from above groun0 external piping and a maximum of 35 Btu/hr/sq.ft. (110 W/m ) of external pipe surface for underground piping and recirculation systems. • 7.3.4 POINT OF USE OR INSTANTANEOUS APPLICATIONS: Where point of use or instantaneous water heaters will reduce overall energy consumption, • their use should be considered. • 7.4 TEMPERATURE CONTROLS: Service water heating systems shall be equipped with automatic temperature controls capable of adjustment from the lowest to the highest acceptable temperature settings for the intended use (see Table 1 from ASHRAE 1973 Handbook-Systems, Chapter 37). Thermostats in water heaters serving more than one function may be set to deliver water at the maximum temperature. 7.5 PUMP OPERATION: Circulating hot water systems shall be arranged so that the pump energy consumption is low, consistent with correct operation of the pump. Circulating hot water systems shall be arranged so that the circulating pump(s) can be conveniently turned off (automatically or manually) when the hot water system is not in operation. 7.6 CONSERVATION OF HOT WATER 7.6.1 Showers used for other than safety reasons shall be equippgd with flow control deices to limit total flow to a maximum of 2gpm m /s (1.9 x 10' ) per shower head. 7.6.2 Lavatories in restrooms of public facilities should be equipped with push button, slow closing valves set to deliver no more than one • gallon at a time. 1. •r' :'GL�Jf�- � � �a�. -!�is/es �. 7,7 SWIMMING POOLS: Consideration of heating swimming pools by solar heat, air conditioning condenser water or waste heat is encouraged. Swimming pools for other than therapeutic purposes shall be equipped to be heated to no more than 80°F. (26.7°C.) . 28 • • I . SECTION 8 8.0 ELECTRICAL DISTRIBUTION SYSTEMS 8.1 SCOPE: The electrical distribution system in a building shall be designed for efficient distribution of energy from the service entrance to the point of use.. 8.2 . POWER FACTOR: Utilization equipment, rated greater than 1 ,000 watts, and light- ing equipment, with an inductive reactance load component, shall have a power factor of not less than 85% under rated load conditions. Utilization equip- ment with a power factor of less than 85% shall be corrected to at least 90% under rated load conditions. Power factor corrective devices, installed to comply with this criterion, shall be switched with the utilization equipment, except where this results in an unsafe condition or interferes with the intended operation of the equipment. 8.3 SERVICE VOLTAGE: The available service voltage shall be so selected as to minimize energy losses. 8.4 VOLTAGE DROP: In any building, the combinedvoltage drop in the feeders and branch circuits shall not exceed the recommended total voltage drop of the ANSI-Cl 1971 Standard-National Electrical Code (NFPA 70-1971 ) . 8.5 LIGHTING SWITCHING: Switching shall be provided for each lighting circuit, or for portions of each circuit, so that the partial lighting required for custodial or for effective complementary use with natural lighting may be operated selectively. 8.6 ENERGY USE DETERMINATION: In any multi-tenant building, provisions shall be made to separately determine the energy consumed by each tenant. Hotels, college dormitories, and other transient facilities are excluded from the provisions of this paragraph. 29 • SECTION 9 - LIGHTING SYSTEMS 9.0 GENERAL: An allowable total connected load for installed lighting shall be established by using the criteria in this section and the calculation pro- cedures recommended by the Illuminating Engineering Society in the 5th Edition of the IES Lighting Handbook, hereinafter referred to as the "Handbook". 9.0.1 PURPOSE: The requirement for calculating the connected load in the manner specified is: • a. To provide a uniform method for establishing permissible power • consumption, and • b. To institute energy conserving lighting design practices while allowing for maximum freedom of design, including the use of inefficient lamps in a trade-off approach, provided the total power demand does not exceed the calculated load. 9.0.2. CRITERIA: The use of more efficient lamps and luminaires than speci- fied, and the use of luminaires providing for heat removal and/or recovery, is encouraged in actual design to allow for additional savings in energy. 9.1 SCOPE: In establishing a lighting load, the illumination in any space within a building shall be based on the use for which the space is intended, and on efficient utilization of energy. The actual illumination design is to be coordinated with the envelope and other system designs. 9.2 ILLUMINATION LEVELS: For the purpose of establishing a load the levels of illumination shall be no greater than those recommended in the Handbook, Figure 9-80, and ANSI Standards covering lighting practices. Those levels shall be used as follows: 9.2.1 TASK LIGHTING: In most cases, the levels of illumination listed in the Handbook, Figure 9-80, are for specific tasks. In some cases, however, the levels of illumination are listed for locations (audi- toriums, etc.) , and these levels shall be considered average levels. 9.2.2 GENERAL LIGHTING: In areas surrounding task locations the maximum average level of brightness shall be 1/3 the level for the tasks performed in the area. Where more than one task level occurs in a space, the general level shall be 1/3 the average of the task levels determined. 9.2.3 NONCRITICAL GENERAL LIGHTING: In circulation and seating areas, and other seldom occupied spaces or those in which no critical visual tasks occur, the maximum average levels of illumination shall be 1/3 of the average general lighting in the adjacent task spaces, but not less than one footcandle or OSHA recommended levels for safety. 30 • • • • 9.3 LIGHTING SYSTEMS: For the purpose of establishing a load, only efficient lamps and luminaires shall be used, as follows: 9.3.1 EFFICIENT LAMPS: Efficient lamps are defined herein as those pro- ducing at least the following initial lumen output per watt input, including ballast losses, as listed by manufacturers, a. Where color rendition is not of significance or use of higher wattage lamps is appropriate, 55 lumens/watt. b. Where moderate color rendition is appropriate, 40 lumens/watt. c. Where high color rendition is appropriate, or spaces are less than 50 sq.ft. , 'or where use of low wattage high-intensity discharge lamps under 250 watts or flourescent lamps under 40 watts is appropriate, 10 lumens/watt. • 9.3.2 EFFICIENT LUMINAIRES: Efficient luminaires are defined herein by Room Cavity Ratio (RCR) = 1 values according to space use. An effi- cient luminaire for use in each space described below shall have a Coefficient of Utilization (CU) for RCR = 1 of at least the value listed for that space. a. For spaces with tasks subjected to veiling reflections and where visual comfort is important, CU = 0.55. b. For spaces without tasks or with tasks not subjected to veiling reflections but where visual comfort is important, CU =. 0.63. c. For spaces without tasks and where visual comfort is not a cri- < terion, CU = 0.70. 9.4 LOAD CALCULATIONS: In establishing the load, the lighting calculation pro- cedures recommended in the Handbook shall be used, utilizing efficient lamps and luminaires, except as follows: 9.4.1 REFLECTANCES: For interior spaces the following initial cavity and surface reflectance shall be assumed: a. Ceiling Reflectance - 80% b. Wall Reflectance - 50% c. Floor Reflectance - 30% 9.4.2 LIGHT LOSS FACTOR: A light loss factor of 0.70 shall be used, as a • . minimum, accounting for lumen depreciation and dirt accumulation. 9.4.3 EXCEPTIONS: The criteria of Sections 9.3.1 and 9.3.2 shall not apply to: 9.4.3.1 The following lamps and luminaires, however their use shall • be accounted for in' the calculation of task lighting loads for specific tasks. The allowable load shall be based on the luminaire wattage to achieve the levels of illumination as covered in Section 9.2 using a point calculation method given in the Handbook. a. Luminaires for medical and dental diagnostic or surgical purposes. 31 9.4.3.1 continued " • ,. • b. Luminaires for highlighting applications, such as sculpture and individual items of exhibits, art exhibits, ndisplay merchandise. c. Luminaires for specialized lighting applications, including color matching, where electrical interference cannot be tolerated, etc. d. All residential occupancies. • e. Similar residential areas in institutions, such as hospitals. 9.5 USAGE: ' 9.5.1 Lighting in task areas larger than 100 sq.ft. can be reduced by at least 50% when the task is not being performed or is relocated. 9.5.2 In any space requiring two or more branch circuits for lighting, switching shall be provided for each circuit or for portions of each circuit, so that a portion of the lighting system adequate for cus- todial or maintenance purposes or for effective complementary use of natural and artificial lighting may be operated without switching on/off all of the lighting in that space. 9.5.3 Lighting can be reduced or turned off where day-lighting is adequate and can be used effectively. 9.6 EXTERIOR LIGHTING: The illumination for exterior lighting shall conform to Sections 9.2 and 9.3, using at least the minimum luminaire efficiencies as listed in the Handbook, Figure 9-64. The beam lumen method shown in the Hand- book, and a Coefficient of Beam Utilization of 0.75, shall be used for calcu- lations. Illumination design shall be based upon the use for which the area is intended. 9.6.1 FACADE LIGHTING: Building facade lighting, including signs, shall be no greater than 1 ,000 watts, or 2% of the total interior lighting load of the building, whichever is greater. • 9.7 DOCUMENTATION: In selecting illumination levels and lighting system criteria, all data, assumptions, and calculations used in establishing the total lighting load shall be shown for three (3) of the areas with the highest levels of illumination. The basis for all assumptions shall be given, and total lighting wattage per square foot for the entire structure shall be indicated. 9.7.1 Charts and/or tables may be used to simplify calculations provided they are prepared in accordance with procedures recommended in the Handbook. 32 • • . • SECTION 10 • 10.0 ENERGY SOURCE AND COST CALCULATIONS 10.1 ENERGY USE CALCULATION: An energy use calculation shall be prepared for each proposed building, giving the estimated total annual energy required and the estimated total energy required for the first ten (10) years of the life of the building, based on the input to the building site. Energy use shall be separately identified for at least the following subcategories: space heating, space cooling, service water heating and illumination. For building projects totaling more than 5,000 sq. ft. of gross floor area, such energy use cal- culation shall be performed and certified by a registered professional engineer or architect. For each type of fuel or power, the quantity of energy required shall be converted to a common equivalent energy basis for the purpose of comparing the total energy used. Simplified energy analysis, such as bin or degree-day methods, details of which can be found in Chapters 11 and 43 of the . 1973 ASHRAE Handbook-Systems, may be used for this analysis. The contractor or other person responsible for the design of building projects under 5,000 sq. ft. of total gross floor area may prepare energy use calculations in compliance with this paragraph in lieu of preparation and certification by a professional engineer or architect. 10.1 .1 ALTERNATE ENERGY SOURCES: If more than one type of energy source is available or could readily be made available to the proposed building project, the energy use calculation prepared in compliance with 10.1 shall include at least two different types or combinations of types of fuel or power suitable for supplying the space heating, space cooling, and service water heating components of the total annual energy re- quired by the building project. 10.1.2 ENERGY SUPPLY COMPARISON: For each energy use calculation prepared in compliance With 10.1.1 , an energy supply calculation shall be prepared by the person stipulated in 10.1 , giving the sum of the estimated annual prime energy input directly to the boundary of the building project plus the estimated annual prime energy input (see Equivalent Energy Consumption) to any off-site energy conversion processes which provide refined energy to the building pr gject. The procedures stipulated in 10.1.3 shall be used as a basis for calculating the equivalent energy consumption. • 10.1 .3 EFFECTIVE HEAT RATE FOR OFF-SITE ENERGY REFINEMENT PROCESSES: An effective heat rate shall be obtained for each off-site energy refine- ment process supplying energy to the building project, using the method stipulated in 10.1 .3.1 through 10.1 .3.6 as appropriate. (See Definitions Section for Effective Heat Rate, Energy Refinement Efficienty, Equivalent Energy Consumption, and Refined Energy Source. ) 10.1.3.1 FUEL-FIRED CENTRAL UTILITY--ELECTRIC ONLY OR DISTRICT HEATING/ COOLING ONLY: The effective heat rate may be obtained from the utility(s) serving the building project. If such a utility sells energy which is generated in more than one franchise area, the overall effective heat rate shall be calculated by the serving utility based on all the effective heat rates, weighted in proportion to the transfers of energy over a seasonal or annual period, as appropriate. 33 • • • 1110 ' 10.1 .3.2 NATIONAL AVERAGE EFFECTIVE HEAT RATE: If supporting data are . unavailable from utilities, estimated national average values shall be based on reports of the Federal Power Commission or the Edison Electric Institute, or on Table 5 and the Appen- dices to "Energy and the Environment - Electric Power," Council on Environmental Quality, August 1973. 10.1.3.3 FUEL-FIRED CENTRAL'UTILITY - ELECTRIC PLUS DISTRICT HEATING/ COOLING, OR OFF-SITE TOTAL ENERGY PLANT: The effective fuel rate for purchased electricity,steam, hot water or chilled water from a fuel-fired combination electric plus district heating/cooling plant or off-site total energy plant shall be based on the overall plant thermal efficiency for all pro- cesses, calculated for the appropriate season of operation. 10.1.3.4 NUCLEAR CENTRAL UTILITY - ELECTRIC ONLY: The effective heat rate for nuclear central utilities selling electricity only • shall be computed the same as for fossil. fuel-fired electric utilities, except that the energy input to the energy conversion process shall be based on the total thermal energy (useful plus waste heat) that is generated by the nuclear fuel . 10.1 .3.5 NUCLEAR CENTRAL UTILITY - ELECTRIC PLUS DISTRICT HEATING/ COOLING: The effective heat rate for purchased electricity, steam hot water or chilled water from a nuclear energized combination electric plus district heating/cooling plant shall be based on the overall plant thermal efficiency for all processes, calculated for the appropriate season of operation. The energy input to the energy conversion process shall be based on the total thermal energy (useful plus • waste heat) that is generated by the nuclear fuel . For such - combination plants using nuclear breeder or fusion processes, and•in which a minimum of 50 percent of the waste heat is sold, the effective heat rate shall be taken as zero. See "Effective Heat Rate", Section 3 Definitions. 10.1.3.6 HYDROELECTRIC, SOLAR OR GEOTHERMAL CENTRAL UTILITY: The energy refinement efficiency for an off-site hydroelectric (without pumped storage), solar electric, or geothermal central utility that sells only energy generated or recovered within its service area shall be taken as 91 . percent, to cover final distribution losses. Where hydroelectric (without pumped storage), solar electric or geothermal energy is transferred between service areas, the equivalent of an effective heat rate shall be determined as specified in 10.1 .3.1 . The energy refinement efficiency of pumped storage hydroelectric plants shall take into account the energy used for pumping. 10.3 EXCEPTION: Buildings deriving at least 50 percent of their total annual energy requirement from on-site solar or wind energy sources need not comply with the requirements of 10.1 .1 . _ 34 • 4. . • • • SECTION 11 - ENERGY REQUIREMENTS FOR BUILDING DESIGNS BASED ON SYSTEM ANALYSIS 11.0 SCOPE: Alternative building and system designs shall be accepted that can be shown to reduce the total energy supplied to a similar building which would have followed each of the detailed requirements of Sections 4 through 9 of this standard. 11.1 EQUIVALENT ANNUAL ENERGY CONSUMPTION: Under the provisions of this Section, the designer may propose any design of building and energy-using service systems for which the total annual amount of those forms of building energy covered by Sections 4 through 9 (expressed as equivalent Btu's or equivalent Kwh) is less than that for the building and systems designed according to Sections 4 through 9 of this standard. 11 .1.1 BASIS FOR COMPARISON: The standard building and service systems designed according to Sections 4 through 9 of this standard and used as the basis of comparison to the proposed alternate building and systems shall meet the criteria of accepted common practice in the geographic region for the given type of usage, except for those specific items where such common practice conflicts with the require- ments of Sections 4 through 9. All sources of energy usage by both designs (standard and proposed alternate) covered under the provisions of Sections 4 through 9 shall be included in the comparison. Common climatic data, building occupancy, and operational schedules of both basic building service systems and HVAC systems shall be used in- the comparison. Where similar types of equipment are applicable to the standard and proposed alternative designs, similar equipment charac- teristics shall be used in the comparison. 11.2 ANALYSIS PROCEDURE: The analysis of the annual energy usage of the standard and the proposed alternative building and systems designs shall meet the following criteria: 11.2.1 The building heating/cooling load calculation procedure used within or as the basis for the annual energy consumption analysis shall be of sufficient detail to permit the identification of the annual energy savings resulting from the proposed alternative building design features. 11.2.2 The calculation procedure used to simulate the operation of the building and its service systems through a full-year operating period shall be of sufficient detail to permit the evaluation of the effect of system design and operational characteristics (such as space temperature and humidity control supply airflow and temperature, outside air quantities, lighting and occupancy schedules) and mechanical plant characteristics (such as part-load profiles, sequencing and accessories) on annual energy usage. Manufacturer's data or comparable field test data shall be used, when available, in the simulation of all systems and equip- ment. The calculation procedure shall utilize simulation techniques similar to the current recommendations in the appropriate ASHRAE publication or produce results consistent with such recommended procedures. 35 • • 4111 11 .3 DOCUMENTATION: Proposed alternative designs submitted as requests for 1 . p g exception to the standard design criteria must be accompanied by an energy analysis comparison prepared report by a registered professional engineer or P architect. The report must provide sufficient technical detail on the two building systemsdesigns designs and on the data used in and resulting from the comparative analysis to verify that both the analysis and the designs meet the criteria of paragraphs 11 .1 through 11.2.2. 11.4 EXCLUSION: Proposed alternative designs for residential and light commercial structures of less than 5,000 sq. ft. shall be exempted from the requirement of a full-year energy system analysis as a criteria for departure from the design requirements of Sections 4 through 9, providing a registered pro- fessional engineer from the geographic region concurs in writing that the specific proposed alternative design would be expected to have a lower annual energy consumption than a similar building and service systems designed according to Sections 4 through 9. • • 36 4111 SECTION 12 - REQUIREMENTS FOR BUILDINGS UTILIZING SOLAR OR WIND POWERED ENERGY SOURCES 12.0 GENERAL: . When a proposed alternative building and service system design submitted and evaluated in accordance with Section 11 of this standard utilizes solar or wind power for all or part of its energy source, the solar or wind-powered energy supplied to the building shall be excluded from the total energy chargable to the proposed alternative design. To qualify for this exclusion, solar energy must be derived from a specific collection, distribution device. Natural solar energy passing through windows shall not qualify for the exclusion, but may contribute to a reduction in overall ' energy usage under the terms of Section 11 . All other criteria covered in Section 11 shall apply to the proposed alternative design utilizing solar or wind power. 12.1 SCOPE: An energy bonus shall be granted to buildings designed to use solar or wind powered energy sources to supply part or all of the building energy requirements. 12.2 DOCUMENTATION: Proposed alternative designs submitted as requests for exception to the standard design criteria must be accompanied by an energy analysis comparison report prepared by a registered professional engineer or architect. The report must provide sufficient technical detail on the two building and systems designer and on the data used in and resulting from the • comparative analysis as to verify that both the analysis and the designs meet the criteria of paragraphs 11 .1 through 11.2.2 and this Section. The energy derived from solar or wind-powered devices must be separately iden- tified from the overall building energy use. Supporting documentation on the basis of the performance estimates of the solar or wind-powered devices must be submitted. 12.3 EXCLUSION: Proposed alternative designs for residential and light commercial structures of less than 5,000 sq.ft. which derive a significant part of their annual energy usage from solar or windpower shall be exempt from the require- ment of a full-year energy system analysis, providing a registered professional engineer from the geographic region concurs that the solar or wind power is significant and that the overall building annual energy consumption would not exceed that of a building and service systems designed under the provisions of Sections 4 through 9. Other commercial , institutional , and industrial structures which derive over 50% of their annual thermal energy requirements (heating, cooling, service water heating) or over 30% of their annual total energy requirements from solar or wind power shall be exempted from the necessity of comparing the proposed design to a standard design (which follows the specific provisions of Sections 5 through 9). Documentation verifying the percentage of annual energy use deriving from solar or wind power shall be required as provided in paragraph 12.2. 37 x; ITY OPF • • OAK PARK HEIGHTS 14168 N. 57th Street• Box 2007.Oak Park Heights,MN 55082 •Phone: (612) 439-4439•FAX 439-0574 P.4 • 0 D January 22, 1997 Mr. Brad Henning Oak Park Partners Suite 420 3033 Excelsior Boulevard Mpls, MN 55416 Re : Proposed Department Store - Kmart Site, Oak Park Heights Potential Tax Increment Financing Dear Brad: I enjoyed our conversation with regards to the possible addition ' of a department store on the K-Mart site. The City would be thrilled to have such a major addition and would consider any • proposals necessary to make this addition move forward. • I understand tax increment financing would be required to make the project -financiallyfeasible. Obviously I cannot commit the City without seeing any details, but I want you to know that -the .City Council has already agreed in concept that it would support - a tax increment financing package for the former Kmart site • However, you should also know that the Minnesota State Legislature isconsidering major changes to the tax increment -financing laws this legislative session, changes which could reduce our ability to use tax increment financing. Again, we stand ready to 'help where possible. If you have any questions, please give me a call . Sine= ely, 1 - David Schaaf . Mayor cc : City Council • Tree City U.S.A. 410 Enclosure A MEMO Date : August 16, 1996 To: Mayor & Council From: Mike Robertson, City Administrator Re : K-Mart Site Meeting Mayor O'Neal, Councilmember Schaaf, City Attorney Vierling, and myself met with St . Croix Mall managers Steve Watson, Brad Henning, and their tax increment specialist Jim Casserly to discuss potential tax increment plans regarding the future development of the K-Mart site . Watson and Henning have been given the go ahead from K-Mart to attempt to locate a tenant and start negotiating a deal for the K-Mart site. At this point they do not have any firm deals with anyone. Their preliminary negotiations with different tenants have convinced them that no deal would be able to go forward without tax increment financing. This meeting was to discuss the outline of a possible tax increment financing plan. Casserly presented some tax increment numbers based on certain assumptions . The main assumptions being that the K-Mart building would be torn down and replaced with a new building. Mayor O'Neal reiterated the Council position that the City was very willing to look at a tax increment proposal which would redevelop the K-Mart site . I said I would forward their tax increment numbers to our Auditor and Bond Consultant to see what they thought of the proposal . They said they would inform us if they reached a deal with anyone . - KMART ANALYSIS OAK PARK HEIGHTS 'y,✓y, A ) Current status 1 ) KMART vacated the building in the tall of 1995 . 2) KMART continues to control the building and pay rent and real estate taxes . a) Original KMART building owned by Lyra77 . — 55 , 552 sq . fit. b) KMART expansion owned by Oak Park Partners . —26 . 565 sq . ft . 3) KMART has a hard term lease through November 30 , 2004 . The lease provides for ten 5 year options . 4 ) Cambridge Realty has been engaged by KMART to find a replacement tenant . Cambridge has been unable to arrange a deal . 6 ) Impact on St . Croix Mall 1 ) IMMEDIATE — 1 Year Customer traffic is down . Some tenants , have financial difficulty and are unable to pay rent . Landlord renegotiates leases . New tenants are riot interested in a two anchor center with one missing anchor . • 2 ) INTERMEDIATE — 2-4 Years Some tenants fail and vacate . As leases expire some tenants will choose to vacate . others will renew at lower rents . Securing new tenants will be very difficult. Unfavorable risk reward ratio . 3) LONG TERM — 5+ Years • Unknown . C) Impact on Oak Park Heights 1 ) Reduction in value equates to reduction in real estate tax receipts . a ) KMART building . b) St. Croix Mall . c ) Nearby commercial properties . 2) Review real estate tax comparison detail . 411 111 KMART ANALYSIS OAK PARK HEIGHTS D) Oak Park Partners involvement 1 ) Oak Park Partners (OPP ) met with KMART representative on May 30 . 1996 . 2) Due to complexity of potential deal . both parties agree OPP should work directly with Byerly ' s . E ) Byerly ' s requirements 1) Removal of Kentucky Fried Chicken building . 2) Removal of Commemorative Gift building . 3) Demolish original KMART building . 4) Byerly ' s (or Byerly ' s developer ) to build 40 , 000 — 45 , 000 sq . ft . building . • 5) Byerly ' s to pay ground rent on building of approximately 1 . 50 sq . ft . 6) Visible pylon sign . • F) The players 1 ) Kentucky Fried Chicken building — owner : Gene Duenow. Contacted — Will consider option to buy . Wants help to relocate . Cost not yet negotiated . 2) Commemorative Gift building — owner : Ray Grover . Will consider option to buy . Cost not yet negotiated . 3) KMART building — owner : Lyra77 . Will sell building . Cost not yet negotiated . a) Industrial Revenue Bond must be paid off . Balance at 8 /15/96 — 1 . 095 , 000 . b) KMART rents through 2004 = payments due on bond . Bond payoff amount + present value of residual building value in 2005 = building sale price . 4) KMART . — will make lump sum payment to obtain release from Lyra77 & OPP lease commitments and bond guarantee . a ) OPP mortgage requires mortgagor ' s approval to release KMART from lease . All funds applied to mortgage balance . 4 KMART ANALYSIS OAK PARK HEIGHTS G ) City involvement: 1 ) Establish redevelopment TIF district. TIF funds to be used for : a ) Cost of obtaining and demolishing KFC & gift shop . b) Funds of last resort to purchase and demolish KMART building . Other available funds : i) KMART buyout. ii ) Present value of land rents from Byerly ' s . ( Paid by Byerly ' s developer . ) 2 ) Approval of pylon sign . WATSON CENTERS, INC./OAK PARK HEIGHTS • THEATER EXPANSION — ASSUMPTIONS Original Market Value As Of 1/1/97 500,000 Original Tax Capacity As Of 1/1/97 4.600% 23,000 Estimated Market Value 26,565 s.f. @ 51.42 /sf 1,366,000 Estimated Tax Capacity 4.600% 62,836 Estimated Taxes 26,565 s.f. @ 3.00 /sf 79,605 Construction 1997 Valuation 1998 Taxes Payable 1999 Adjusted 1996 Tax Rate 1.266874 (includes fiscal tax rate and local tax rate) Inflation 0.000% Admin Fees 7.500% Present Value Rate 06/01/97 10.000% THEATRE1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15—Aug-96 THEATER EXPANSION TAX INCREMENT ANALYSIS 1 . Original Tax Capacity $23 , 000 , which assumes a reduced market value estimated at $500, 000 on 1/1/97 . The original tax capacity is reflected on an annual basis . 2 . Estimated Tax Capacity $62, 836, which assumes an estimated market value of $1, 366 , 000 upon completion in 1997 . In our property tax system, construction which occurs in one year (assume 1997) is valued the following year (1998) for taxes payable in the following year (1999) . As a result, the increased tax capacity of $62 , 836 is reflected in 1998 and generates tax increment in 1999 . The estimated tax capacity is reflected on an annual basis and remains static through 2018 ; no inflation is assumed. 3 . Captured Tax Capacity This column represents the difference between the estimated tax capacity and the original tax capacity and reflects our tax system briefly described in Item 2 . For example, the $39, 836 of captured tax capacity reflected in 6/1/99 is the result of deducting the original tax capacity from the estimated tax capacity shown in 1998 . The captured tax capacity is also reflected on an annual basis . 4 Estimated Tax Increment Assuming an adjusted tax rate of 1 . 266874, tax increment is estimated at $50, 468 annually or $25, 234 semi annually. Because property taxes are paid semi annually, the estimated tax increment is reflected on a semi annual basis . Through December 2018, or twenty tax increment years, approximately $1, 009, 344 is generated in tax increment . 4 . Admin Expenses 7 . 5% of the estimated tax increment, estimated at $1, 893 semi annually, is retained by the City and totals $75, 701 over the same twenty year period. Administrative expenses are also shown semi annually. 5 . Available Tax Increment After retention by the City of its administrative expenses, approximately $23 , 341 is available semi annually for project expenses . Through 2018, available tax increment approximates $933 , 643 and is shown on a semi annual basis . . WATSON CENTERS, INC./OAK PARK HEIGHTS • • THEATER EXPANSION - TAX INCREMENT ANALYSIS Original Estimated Captured Estimated Less: Available Tax Tax Tax Tax Admin Tax Date Capacity Capacity Capacity Increment Expenses Increment 06/01/97 23,000 23,000 0 0 0 0 12/01/97 0 0 0 0 0 0 06/01/98 23,000 62,836 0 0 0 0 12/01/98 0 0 0 0 0 0 06/01/99 23,000 62,836 39,836 25,234 1,893 23,341 12/01/99 0 0 0 25,234 1,893 23,341 06/01/2000 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2000 0 0 0 25,234 1,893 23,341 06/01/2001 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2001 0 0 0 25,234 1,893 23,341 06/01/2002 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2002 0 0 0 25,234 1,893 23,341 06/01/2003 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2003 0 0 0 25,234 1,893 23,341 06/01/2004 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2004 0 0 0 25,234 1,893 23,341 06/01/2005 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2005 0 0 0 25,234 1,893 23,341 06/01/2006 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2006 0 0 0 25,234 1,893 23,341 06/01/2007 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2007 0 0 0 25,234 1,893 23,341 06/01/2008 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2008 0 0 0 25,234 1,893 23,341 06/01/2009 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2009 0 0 0 25,234 1,893 23,341 06/01/2010 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2010 0 0 0 25,234 1,893 23,341 06/01/2011 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2011 0 0 0 25,234 1,893 23,341 06/01/2012 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2012 0 0 0 25,234 1,893 23,341 06/01/2013 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2013 0 0 0 25,234 1,893 23,341 06/01/2014 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2014 0 0 0 25,234 1,893 23,341 06/01/2015 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2015 0 0 0 25,234 1,893 23,341 06/01/2016 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2016 0 0 0 25,234 1,893 23,341 06/01/2017 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2017 0 0 0 25,234 1,893 23,341 06/01/2018 23,000 62,836 39,836 25,234 1,893 23,341 12/01/2018 0 0 0 25,234 1,893 23,341 1,009,344 75,701 933,643 THEATREl PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 411 111 THEATER EXPANSION AN ION ADMIN FEES ANALYSIS 1 . Total Fees This column is identical to the admin expenses column on the Tax Increment Analysis . The monies the City retains for admin expenses is normally deposited in its General Fund for expenditure on administrative or development activities . 2 . Development Portion This portion of the total admin fees represents 5% of the 7 . 5% retained. $1, 262 may be retained semi annually and the total available for City development activities approximates $50, 467 through 2018 . 3 . Administrative Portion This portion represents the remaining 2 .5% of the total 7 . 5% . $631 may be retained semi annually and the total available for City administrative activities approximates $25, 234 through 2018 . WATSON CENTERS, INC./OAK PARK HEIGHTS • 410 ' THEATER EXPANSION - ADMIN FEES ANALYSIS Total Development Administrative Date Fees Portion Portion 06/01/97 0 0 0 12/01/97 0 0 0 06/01/98 0 0 0 12/01/98 0 0 0 06/01/99 1,893 1,262 631 12/01/99 1,893 1,262 631 06/01/2000 1,893 1,262 631 12/01/2000 1,893 1,262 631 06/01/2001 1,893 1,262 631 12/01/2001 1,893 1,262 631 06/01/2002 1,893 1,262 631 12/01/2002 1,893 1,262 631 06/01/2003 1,893 1,262 631 12/01/2003 1,893 1,262 631 06/01/2004 1,893 1,262 631 12/01/2004 1,893 1,262 631 06/01/2005 1,893 1,262 631 12/01/2005 1,893 1,262 631 06/01/2006 1,893 1,262 631 12/01/2006 1,893 1,262 631 06/01/2007 1,893 1,262 631 12/01/2007 1,893 1,262 631 06/01/2008 1,893 1,262 631 12/01/2008 1,893 1,262 631 06/01/2009 1,893 1,262 631 12/01/2009 1,893 1,262 631 06/01/2010 1,893 1,262 631 12/01/2010 1,893 1,262 631 06/01/2011 1,893 1,262 631 12/01/2011 1,893 1,262 631 06/01/2012 1,893 1,262 631 12/01/2012 1,893 1,262 631 06/01/2013 1,893 1,262 631 12/01/2013 1,893 1,262 631 06/01/2014 1,893 - 1,262 631 12/01/2014 1,893 1,262 631 06/01/2015 1,893 1,262 631 12/01/2015 1,893 1,262 631 06/01/2016 1,893 1,262 631 12/01/2016 1,893 1,262 631 06/01/2017 1,893 1,262 631 12/01/2017 1,893 1,262 631 06/01/2018 1,893 1,262 631 12/01/2018 1,893 1,262 631 75,701 50,467 25,234 THEATREI PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 i THEATER EXPANSION AVAILABLE FOR PROJECT ANALYSIS 1. Available Tax Increment This column duplicates the available tax increment column shown on the Tax Increment Analysis and represents tax increment available for eligible project expenses . Tax increment of $23 , 341 semi annually, and which totals approximately $933 , 643 through 2018, is available from this revenue source. 2 . City' s Development Contribution This column is a repeat of the development portion column from the Admin Fees Analysis and represents the City' s contribution towards the project . These contributions of $1, 262 semi annually, and which total $50, 467 through 2018, are also available for eligible project expenses . 3 . Available for Project This column represents the sum of the available tax increment and the City' s development contributions . Approximately $24 , 603 is available on a semi annual basis and total available funds approximate $984 , 110 through 2018 . 4 . Present Value Assuming a 10% present value rate and a term of twenty-two years (as of 6/1/97) , the available tax increment of $984, 110 translates into $364, 678 in 1997 dollars . Also assuming the City issues a pay-as-you-go revenue note (the "Revenue Note") , $364, 678 would be the principal amount of the Revenue Note and $984, 110 would be the total principal and interest paid. The present value amounts are shown both semi annually and cumulatively. . • WATSON CENTERS, INC./OAK PARK HEIGHTS 0 K-MART REDEVELOPMENT - AVAILABLE FOR PROJECT ANALYSIS Available City's Available 10.000% P. V. Rate Tax Development For Semi Annual Cumulative Date Increment Contribution Project Balance Balance 06/01/97 0 0 0 0 0 12/01/97 0 0 0 0 0 06/01/98 0 0 0 0 0 12/01/98 0 0 0 0 0 06/01/99 23,341 1,262 24,603 20,241 20,241 12/01/99 23,341 1,262 24,603 19,277 39,518 06/01/2000 23,341 1,262 24,603 18,359 57,877 12/01/2000 23,341 1,262 24,603 17,485 75,361 06/01/2001 23,341 1,262 24,603 16,652 92,013 12/01/2001 23,341 1,262 24,603 15,859 107,873 06/01/2002 23,341 1,262 24,603 15,104 122,977 12/01/2002 23,341 1,262 24,603 14,385 137,361 06/01/2003 23,341 1,262 24,603 13,700 151,061 12/01/2003 23,341 1,262 24,603 13,047 164,108 06/01/2004 23,341 1,262 24,603 12,426 176,534 12/01/2004 23,341 1,262 24,603 11,834 188,369 06/01/2005 23,341 1,262 24,603 11,271 199,640 12/01/2005 23,341 1,262 24,603 10,734 210,374 06/01/2006 23,341 1,262 24,603 10,223 220,597 12/01/2006 23,341 1,262 24,603 9,736 230,333 06/01/2007 23,341 1,262 24,603 9,273 239,605 12/01/2007 23,341 1,262 24,603 8,831 248,436 06/01/2008 23,341 1,262 24,603 8,410 256,847 12/01/2008 23,341 1,262 24,603 8,010 264,857 06/01/2009 23,341 1,262 24,603 7,629 272,485 12/01/2009 23,341 1,262 24,603 7,265 279,750 06/01/2010 23,341 1,262 24,603 6,919 286,670 12/01/2010 23,341 1,262 24,603 6,590 293,260 06/01/2011 23,341 1,262 24,603 6,276 299,536 12/01/2011 23,341 1,262 24,603 5,977 305,513 06/01/2012 23,341 1,262 24,603 5,693 311,205 12/01/2012 23,341 1,262 24,603 5,421 316,627 06/01/2013 23,341 1,262 24,603 5,163 321,790 12/01/2013 23,341 1,262 24,603 4,917 326,707 06/01/2014 23,341 1,262 24,603 4,683 331,391 12/01/2014 23,341 1,262 24,603 4,460 335,851 06/01/2015 23,341 1,262 24,603 4,248 340,099 12/01/2015 23,341 1,262 24,603 4,046 344,144 06/01/2016 23,341 1,262 24,603 3,853 347,997 12/01/2016 23,341 1,262 . 24,603 3,669 351,667 06/01/2017 23,341 1,262 24,603 3,495 355,161 12/01/2017 23,341 1,262 24,603 3,328 358,490 06/01/2018 23,341 1,262 24,603 3,170 361,660 12/01/2018 23,341 1,262 24,603 3,019 364,678 933,643 50,467 984,110 364,678 364,678 THEATRE1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 • THEATER EXPANSION PAY-AS-YOU-GO REVENUE NOTE 1 . Beginning Balance The beginning balance in 6/1/97 assumes a Revenue Note is issued as of that date in the principal amount of $364 , 678 . The beginning balance is shown semi annually. 2 . Accrued Interest Because no tax increment is generated or available to make interest or principal payments until 6/1/99, the interest due in 12/1/97, 6/1/98 and 12/1/98 accrues at a rate of 10 . 09 and is added to the Revenue Note principal . As a result, the principal increases from $364, 678 to $422, 161 through 6/1/99 . Total accrued interest approximates $57, 482 . 3 . Principal Payment The total principal portion of the Revenue Note payments is $422, 161 (the original principal amount of $364 , 678 plus the accrued interest of $57,482) and is paid semi annually. 4 . Interest Payment The total interest portion of the Revenue Note payments is $561, 949 and is paid semi annually. 5 . Total Payment The total of principal and interest payments is estimated at $984, 110 (the same as the available for project column shown on the Available for Project Analysis) . 6 . Ending Balance This balance is the result of the beginning balance plus accrued interest less principal payments and is shown on a semi annual basis . WATSON• CENTERS, INC./OAK PARK HEIGHTS IP 0 THEATER EXPANSION - PAY-AS-YOU-GO REVENUE NOTE Beginning Accrued Principal Interest Interest Total Ending Date Balance Interest Payment Rate Payment Payment Balance 06/01/97 364,678 0 0 10.000% 0 0 364,678 12/01/97 364,678 18,234 0 10.000% 0 0 382,912 06/01/98 382,912 19,146 0 10.000% 0 0 402,058 12/01/98 402,058 20,103 0 10.000% 0 0 422,161 06/01/99 422,161 3,495 10.000% 21,108 24,603 418,666 12/01/99 418,666 3,669 10.000% 20,933 24,603 414,997 06/01/2000 414,997 3,853 10.000% 20,750 24,603 411,144 12/01/2000 411,144 4,046 10.000% 20,557 24,603 407,098 06/01/2001 407,098 4,248 10.000% 20,355 24,603 402,850 12/01/2001 402,850 4,460 10.000% 20,143 24,603 398,390 06/01/2002 398,390 4,683 10.000% 19,920 24,603 393,707 12/01/2002 393,707 4,917 10.000% 19,685 24,603 388,789 06/01/2003 388,789 5,163 10.000% 19,439 24,603 383,626 12/01/2003 383,626 5,421 10.000% 19,181 24,603 378,205 06/01/2004 378,205 5,693 10.000% 18,910 24,603 372,512 12/01/2004 372,512 5,977 10.000% 18,626 24,603 366,535 06/01/2005 366,535 6,276 10.000% 18,327 24,603 360,259 12/01/2005 360,259 6,590 10.000% 18,013 24,603 353,669 06/01/2006 353,669 6,919 10.000% 17,683 24,603 346,750 12/01/2006 346,750 7,265 10.000% 17,337 24,603 339,485 06/01/2007 339,485 7,629 10.000% 16,974 24,603 331,856 12/01/2007 331,856 8,010 10.000% 16,593 24,603 323,846 06/01/2008 323,846 8,410 10.000% 16,192 24,603 315,436 12/01/2008 315,436 8,831 10.000% 15,772 24,603 306,605 06/01/2009 306,605 9,273 10.000% 15,330 24,603 297,332 12/01/2009 297,332 9,736 10.000% 14,867 24,603 287,596 06/01/2010 287,596 10,223 10.000% 14,380 24,603 277,373 12/01/2010 277,373 10,734 10.000% 13,869 24,603 266,639 06/01/2011 266,639 11,271 10.000% 13,332 24,603 255,368 12/01/2011 255,368 11,834 10.000% 12,768 24,603 243,534 06/01/2012 243,534 12,426 10.000% 12,177 24,603 231,108 12/01/2012 231,108 13,047 10.000% 11,555 24,603 218,060 06/01/2013 218,060 13,700 10.000% 10,903 24,603 204,361 12/01/2013 204,361 14,385 10.000% 10,218 24,603 189,976 06/01/2014 189,976 15,104 10.000% 9,499 24,603 174,872 12/01/2014 174,872 15,859 10.000% 8,744 24,603 159,013 06/01/2015 159,013 16,652 10.000% 7,951 24,603 142,361 12/01/2015 142,361 17,485 10.000% 7,118 24,603 124,876 06/01/2016 124,876 18,359 10.000% 6,244 24,603 106,517 12/01/2016 106,517 19,277 10.000% 5,326 24,603 87,240 06/01/2017 87,240 20,241 10.000% 4,362 24,603 66,999 12/01/2017 66,999 21,253 10.000% 3,350 . 24,603 45,747 06/01/2018 45,747 22,315 10.000% 2,287 24,603 23,431 12/01/2018 23,431 23,431 10.000% 1,172 24,603 0 57,482 422,161 561,949 984,110 THEATRE1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 410 111 THEATER EXPANSION CITY CONTRIBUTION VERSUS LGA/HACA REDUCTION ANALYSIS 1 . Estimated Tax Increment The estimated tax increment totalling $1, 009, 344 is brought forward from the Tax Increment Analysis . 2 . City Contribution The projected City contribution totals $50, 467 and represents 5% of the tax increment generated. The first contribution of $1, 262 is made 6/1/99, when the first tax increment is received, and subsequent contributions are made semi annually. The contributions are shown both semi annually and cumulatively. 3 . Captured Tax Capacity The captured tax capacity is brought forward also from the Tax Increment Analysis . 4 . Aid Reduction The estimated LGA/HACA aid reduction approximates $146, 642 and is based on a formula provided by the Department of Revenue . The first reductions occur in 6/1/03 and 12/1/03 and increase annually thereafter. The reductions are shown on a semi annual and cumulative basis . WATSON CENTERS, INC./OAK PARK HEIGHTS IIII • THEATER EXPANSION - CITY CONTRIBUTION VS LGA/HACA REDUCTION ANALYSIS Estimated City Contribution Captured Aid Reduction Tax" Semi Annual Cumulative Tax Semi Annual Cumulative Date Increment Balance Balance Capacity Balance Balance 06/01/97 0 0 0 0 0 0 12/01/97 0 0 0 0 0 0 06/01/98 0 0 0 0 0 0 12/01/98 0 0 0 0 0 0 06/01/99 25,234 1,262 1,262 39,836 0 0 12/01/99 25,234 1,262 2,523 39,836 0 0 06/01/2000 25,234 1,262 3,785 39,836 0 0 12/01/2000 25,234 1,262 5,047 39,836 0 0 06/01/2001 25,234 1,262 6,308 39,836 0 0 1 12/01/2001 25,234 1,262 7,570 39,836 0 0 1 06/01/2002 25,234 1,262 8,832 39,836 0 0 12/01/2002 25,234 1,262 10,093 39,836 0 0 06/01/2003 25,234 1,262 11,355 39,836 539 539 12/01/2003 25,234 1,262 12,617 39,836 539 1,078 06/01/2004 25,234 1,262 13,878 39,836 1,078 2,157 12/01/2004 25,234 1,262 15,140 39,836 1,078 3,235 06/01/2005 25,234 1,262 16,402 39,836 1,617 4,852 12/01/2005 25,234 1,262 17,664 39,836 1,617 6,470 06/01/2006 25,234 1,262 18,925 39,836 2,157 8,626 12/01/2006 25,234 1,262 20,187 39,836 2,157 10,783 06/01/2007 25,234 1,262 21,449 39,836 2,696 13,478 12/01/2007 25,234 1,262 22,710 39,836 2,696 16,174 06/01/2008 25,234 1,262 23,972 39,836 3,235 19,409 12/01/2008 25,234 1,262 25,234 39,836 3,235 22,643 06/01/2009 25,234 1,262 26,495 39,836 3,774 26,417 12/01/2009 25,234 1,262 27,757 39,836 3,774 30,191 06/01/2010 25,234 1,262 29,019 39,836 4,313 34,504 12/01/2010 25,234 1,262 30,280 39,836 4,313 38,817 06/01/2011 25,234 1,262 31,542 39,836 4,852 43,669 12/01/2011 25,234 1,262 32,804 39,836 4,852 48,521 06/01/2012 25,234 1,262 34,065 39,836 5,391 53,913 12/01/2012 25,234 1,262 35,327 39,836 5,391 59,304 06/01/2013 25,234 1,262 36,589 39,836 5,930 65,234 12/01/2013 25,234 1,262 37,850 39,836 5,930 71,165 06/01/2014 25,234 1,262 39,112 39,836 6,470 77,634 12/01/2014 25,234 1,262 40,374 39,836 6,470 84,104 06/01/2015 25,234 1,262 41,635 39,836 7,009 91,112 12/01/2015 25,234 1,262 42,897 39,836 7,009 98,121 06/01/2016 25,234 1,262 44,159 39,836 7,548 105,669 12/01/2016 25,234 1,262 45,420 39,836 7,548 113,216 06/01/2017 25,234 1,262 46,682 39,836 8,087 121,303 12/01/2017 25,234 1,262 47,944 39,836 8,087 129,390 06/01/2018 25,234 1,262 49,206 39,836 8,626 138,016 12/01/2018 25,234 1,262 50,467 39,836 8,626 146,642 1,009,344 50,467 50,467 146,642 146,642 City Contribution 5.000% I.S.D. #834 Sales Ratio 90.70 I.S.D. #834 Total Rate 39.28 u -96 THEATRE1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug WATSON CENTERS, INC./OAK PARK HEIGHTS • • K—MART REDEVELOPMENT — ASSUMPTIONS Original Market Value As Of 1/1/97 800,000 Original Tax Capacity As Of 1/1197 4.600% 36,800 Estimated Market Value 44,800 s.f. @ 55.80 /sf 2,500,000 Estimated Tax Capacity 4.600% 115,000 Estimated Taxes 44,800 s.f. @ 3.25 /sf 145,691 Construction 1997 Valuation 1998 Taxes Payable 1999 Adjusted 1996 Tax Rate 1.266874 (includes fiscal tax rate and local tax rate) Inflation 0.000% Admin Fees 7.500% Present Value Rate 06/01/97 10.000% • BYER1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15—Aug-96 111 i K-MART REDEVELOPMENT TAX INCREMENT ANALYSIS 1. Original Tax Capacity $36, 800, which assumes a reduced market value estimated at $800 , 000 on 1/1/97 . The original tax capacity is reflected on an annual basis . 2 . Estimated Tax Capacity $115 , 000, which assumes an estimated market value of $2, 500 , 000 upon completion in 1997 . In our property tax system, construction which occurs in one year (assume 1997) is valued the following year (1998) for taxes payable in the following year (1999) . As a result, the increased tax capacity of $115, 000 is reflected in 1998 and generates tax increment in 1999 . The estimated tax capacity is reflected on an annual basis and remains static through 2018 ; no inflation is assumed. 3 . Captured Tax Capacity This column represents the difference between the estimated tax capacity and the original tax capacity and reflects our tax system briefly described in Item 2 . For example, the $78, 200 of captured tax capacity reflected in 6/1/99 is the result of deducting the original tax capacity from the estimated tax capacity shown in 1998 . The captured tax capacity is also reflected on an annual basis. 4 Estimated Tax Increment Assuming an adjusted tax rate of 1 . 266874, tax increment is estimated at $99, 070 annually or $49, 535 semi annually. Because property taxes are paid semi annually, the estimated tax increment is reflected on a semi annual basis . Through December 2018, or twenty tax increment years, approximately $1, 981, 391 is generated in tax increment. 4 . Admin Expenses 7.50 of the estimated tax increment, estimated at $3 , 715 semi annually, is retained by the City and totals $148, 604 over the same twenty year period. Administrative expenses are also shown semi annually. 5 . Available Tax Increment After retention by the City of its administrative expenses, approximately $45 , 820 is available semi annually for project expenses. Through 2018, available tax increment approximates $1, 832, 787 and is shown on a semi annual basis . • WATSON CENTERS, INC./OAK PARK HEIGHTS • • K-MART REDEVELOPMENT - TAX INCREMENT ANALYSIS Original Estimated Captured Estimated Less: Available Tax Tax Tax Tax Admin Tax Date Capacity Capacity Capacity Increment Expenses Increment 06/01/97 36,800 36,800 0 0 0 0 12/01/97 0 0 0 0 0 0 06/01/98 36,800 115,000 0 0 0 0 12/01/98 0 0 0 0 0 0 06/01/99 36,800 115,000 78,200 49,535 3,715 45,820 12/01/99 0 0 0 49,535 3,715 45,820 06/01/2000 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2000 0 0 0 49,535 3,715 45,820 06/01/2001 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2001 0 0 0 49,535 3,715 45,820 06/01/2002 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2002 0 0 0 49,535 3,715 45,820 06/01/2003 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2003 0 0 0 49,535 3,715 45,820 06/01/2004 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2004 0 0 0 49,535 3,715 45,820 06/01/2005 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2005 0 0 0 49,535 3,715 45,820 06/01/2006 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2006 0 0 0 49,535 3,715 45,820 06/01/2007 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2007 0 0 0 49,535 3,715 45,820 06/01/2008 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2008 0 0 0 49,535 3,715 45,820 06/01/2009 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2009 0 0 0 49,535 3,715 45,820 06/01/2010 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2010 0 0 0 49,535 3,715 45,820 06/01/2011 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2011 0 0 0 49,535 3,715 45,820 06/01/2012 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2012 0 0 0 49,535 3,715 45,820 06/01/2013 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2013 0 0 0 . 49,535 3,715 45,820 06/01/2014 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2014 0 0 0 49,535 3,715 45,820 06/01/2015 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2015 0 0 0 49,535 3,715 45,820 06/01/2016 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2016 0 0 0 49,535 3,715 45,820 06/01/2017 36,800 115,000 78,200 49,535. 3,715 45,820 12/01/2017 0 0 0 49,535 3,715 45,820 06/01/2018 36,800 115,000 78,200 49,535 3,715 45,820 12/01/2018 0 0 0 49,535 3,715 45,820 1,981,391 148,604 1,832,787 BYER1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 • i K-MART REDEVELOPMENT ADMIN FEES ANALYSIS 1 . Total Fees This column is identical to the admin expenses column on the Tax Increment Analysis . The monies the City retains for admin expenses is normally deposited in its General Fund for expenditure on administrative or development activities . 2 . Development Portion This portion of the total admin fees represents 5% of the 7 . 5% retained. $2 , 477 may be retained semi annually and the total available for City development activities approximates $99, 070 through 2018 . 3 . Administrative Portion This portion represents the remaining 2 . 5% of the total 7 . 5% . $1, 238 may be retained semi annually and the total available for City administrative activities approximates $49, 535 through 2018 . • WATSON CENTERS, INC./OAK PARK HEIGHTS 0 • K-MART REDEVELOPMENT - ADMIN FEES ANALYSIS Total Development Administrative Date Fees Portion Portion 06/01/97 0 0 0 12/01/97 0 0 0 06/01/98 0 0 0 12/01/98 0 0 0 06/01/99 3,715 2,477 1,238 12/01/99 3,715 2,477 1,238 06/01/2000 3,715 2,477 1,238 12/01/2000 3,715 2,477 1,238 06/01/2001 3,715 2,477 1,238 12/01/2001 3,715 2,477 1,238 06/01/2002 3,715 2,477 1,238 12/01/2002 3,715 2,477 1,238 06/01/2003 3,715 2,477 1,238 12/01/2003 3,715 2,477 1,238 06/01/2004 3,715 2,477 1,238 12/01/2004 3,715 2,477 1,238 06/01/2005 3,715 2,477 1,238 12/01/2005 3,715 2,477 1,238 06/01/2006 3,715 2,477 1,238 12/01/2006 3,715 2,477 1,238 06/01/2007 3,715 2,477 1,238 12/01/2007 3,715 2,477 1,238 06/01/2008 3,715 2,477 1,238 12/01/2008 3,715 2,477 1,238 06/01/2009 3,715 2,477 1,238 12/01/2009 3,715 2,477 1,238 06/01/2010 3,715 2,477 1,238 12/01/2010 3,715 2,477 1,238 06/01/2011 3,715 2,477 1,238 12/01/2011 3;715 2,477 1,238 06/01/2012 3,715 2,477 1,238 12/01/2012 3,715 2,477 1,238 06/01/2013 3,715 2,477 1,238 12/01/2013 3,715 2,477 1,238 06/01/2014 3,715 2,477 1,238 12/01/2014 3,715 2,477 1,238 06/01/2015 3,715 2,477 1,238 12/01/2015 3,715 2,477 1,238 06/01/2016 3,715 2,477 1,238 12/01/2016 3,715 2,477 1,238 06/01/2017 3,715 2,477 1,238 12/01/2017 3,715 2,477 1,238 06/01/2018 3,715 2,477 1,238 12/01/2018 3,715 2,477 1,238 148,604 99,070 49,535 BYER1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 111 410 K-MART REDEVELOPMENT AVAILABLE FOR PROJECT ANALYSIS 1 . Available Tax Increment This column duplicates the available tax increment column shown on the Tax Increment Analysis and represents tax increment available for eligible project expenses . Tax increment of $45, 820 semi annually, and which totals approximately $1, 832, 787 through 2018, is available from this revenue source . 2 . City' s Development Contribution This column is a repeat of the development portion column from the Admin Fees Analysis and represents the City' s contribution towards the project . These contributions of $2, 477 semi annually, and which total $99, 070 through 2018, are also available for eligible project expenses . 3 . Available for Project This column represents the sum of the available tax increment and the City' s development contributions . Approximately $48 , 296 is available on a semi annual basis and total available funds approximate $1, 931, 856 through 2018 . 4 . Present Value Assuming a 10% present value rate and a term of twenty-two years (as of 6/1/97) , the available tax increment of $1, 931, 856 translates into $715, 881 in 1997 dollars . Also assuming the City issues a pay-as-you-go revenue note (the "Revenue Note" ) , $715, 881 would be the principal amount of the Revenue Note and $1, 931, 856 would be the total principal and interest paid. The present value amounts are shown both semi annually and cumulatively. aATSON CENTERS, INC./OAK PARK HEIGHTS K-MART REDEVELOPMENT - AVAILABLE FOR PROJECT ANALYSIS Available City's Available 10.000% P. V. Rate Tax Development For Semi Annual Cumulative Date Increment Contribution Project Balance Balance 06/01/97 0 0 0 0 0 12/01/97 0 0 0 0 0 06/01/98 0 0 0 0 0 12/01/98 0 0 0 0 0 06/01/99 45,820 2,477 48,296 39,734 39,734 12/01/99 45,820 2,477 48,296 37,841 77,575 06/01/2000 45,820 2,477 48,296 36,040 113,615 12/01/2000 45,820 2,477 48,296 34,323 147,938 06/01/2001 45,820 2,477 48,296 32,689 180,627 12/01/2001 45,820 2,477 48,296 31,132 211,759 06/01/2002 45,820 2,477 48,296 29,650 241,409 12/01/2002 45,820 2,477 48,296 28,238 269,647 06/01/2003 45,820 2,477 48,296 26,893 296,540 12/01/2003 45,820 2,477 48,296 25,613 322,153 06/01/2004 45,820 2,477 48,296 24,393 346,546 12/01/2004 45,820 2,477 48,296 23,231 369,777 06/01/2005 45,820 2,477 48,296 22,125 391,902 12/01/2005 45,820 2,477 48,296 21,072 412,974 06/01/2006 45,820 2,477 48,296 20,068 433,042 12/01/2006 45,820 2,477 48,296 19,113 452,154 06/01/2007 45,820 2,477 48,296 18,202 470,357 12/01/2007 45,820 2,477 48,296 17,336 487,692 06/01/2008 45,820 2,477 48,296 16,510 504,203 12/01/2008 45,820 2,477 48,296 15,724 519,927 06/01/2009 45,820 2,477 48,296 14,975 534,902 12/01/2009 45,820 2,477 48,296 14,262 549,164 06/01/2010 45,820 2,477 48,296 13,583 562,747 12/01/2010 45,820 2,477 48,296 12,936 575,683 06/01/2011 45,820 2,477 48,296 12,320 588,003 12/01/2011 45,820 2,477 48,296 11,733 599,736 06/01/2012 45,820 2,477 48,296 11,175 610,911 12/01/2012 45,820 2,477 48,296 10,643 621,554 06/01/2013 45,820 2,477 48,296 10,136 631,689 12/01/2013 45,820 2,477 48,296 9,653 641,342 06/01/2014 45,820 2,477 48,296 • 9,193 650,536 12/01/2014 45,820 2,477 48,296 8,756 659,292 06/01/2015 45,820 2,477 48,296 8,339 667,630 12/01/2015 45,820 2,477 48,296 7,942 675,572 06/01/2016 45,820 2,477 48,296 7,563 683,135 12/01/2016 45,820 2,477 48,296 7,203 690,339 06/01/2017 45,820 2,477 48,296 6,860 697,199 12/01/2017 45,820 2,477 48,296 6,534 703,733 06/01/2018 45,820 2,477 48,296 6,222 709,955 12/01/2018 45,820 2,477 48,296 5,926 715,881 1,832,787 99,070 1,931,856 715,881 715,881 BYER1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 411 • K-MART REDEVELOPMENT PAY-AS-YOU-GO REVENUE NOTE 1 . Beginning Balance The beginning balance in 6/1/97 assumes a Revenue Note is issued as of that date in the principal amount of $715, 881 . The beginning balance is shown semi annually. 2 . Accrued Interest Because no tax increment is generated or available to make interest or principal payments until 6/1/99, the interest due in 12/1/97, 6/1/98 and 12/1/98 accrues at a rate of 10 . 0% and is added to the Revenue Note principal . As a result, the principal increases from $715, 881 to $828, 722 through 6/1/99 . Total accrued interest approximates $112 , 841 . 3 . Principal Payment The total principal portion of the Revenue Note payments is $828, 722 (the original principal amount of $715, 881 plus the accrued interest of $112, 841) and is paid semi annually. 4 . Interest Payment The total interest portion of the Revenue Note payments is $1, 103 , 134 and is paid semi annually. 5 . Total Payment The total of principal and interest payments is estimated at $1, 931, 856 (the same as the available for project column shown on the Available for Project Analysis) . 6 . Ending Balance This balance is the result of the beginning balance plus accrued interest less principal payments and is shown on a semi annual basis . WATSON CENTERS, INC. /OAK PARK HEIGHTS 0 K-MART REDEVELOPMENT - PAY-AS-YOU-GO REVENUE NOTE Beginning Accrued Principal Interest Interest Total Ending Date Balance Interest Payment Rate Payment Payment Balance 06/01/97 715,881 0 0 10.000% 0 0 715,881 12/01/97 715,881 35,794 0 10.000% 0 0 751,675 06/01/98 751,675 37,584 0 10.000% 0 0 789,259 12/01/98 789,259 39,463 0 10.000% 0 0 828,722 06/01/99 828,722 6,860 10.000% 41,436 48,296 821,862 12/01/99 821,862 7,203 10.000% 41,093 48,296 814,659 06/01/2000 814,659 7,563 10.000% 40,733 48,296 807,095 12/01/2000 807,095 7,942 10.000% 40,355 48,296 799,153 06/01/2001 799,153 8,339 10.000% 39,958 48,296 790,815 12/01/2001 790,815 8,756 10.000% 39,541 48,296 782,059 06/01/2002 782,059 9,193 10.000% 39,103 48,296 772,866 12/01/2002 772,866 9,653 10.000% 38,643 48,296 763,212 06/01/2003 763,212 10,136 10.000% 38,161 48,296 753,077 12/01/2003 753,077 10,643 10.000% 37,654 48,296 742,434 06/01/2004 742,434 11,175 10.000% 37,122 48,296 731,259 12/01/2004 731,259 11,733 10.000% 36,563 48,296 719,526 06/01/2005 719,526 12,320 10.000% 35,976 48,296 707,206 12/01/2005 707,206 12,936 10.000% 35,360 48,296 694,270 06/01/2006 694,270 13,583 10.000% 34,713 48,296 680,687 12/01/2006 680,687 14,262 10.000% 34,034 48,296 666,425 06/01/2007 666,425 14,975 10.000% 33,321 48,296 651,450 12/01/2007 651,450 15,724 10.000% 32,572 48,296 635,726 06/01/2008 635,726 16,510 10.000% 31,786 48,296 619,216 12/01/2008 619,216 17,336 10.000% 30,961 48,296 601,880 06/01/2009 601,880 18,202 10.000% 30,094 48,296 583,678 12/01/2009 583,678 19,113 10.000% 29,184 48,296 564,565 06/01/2010 564,565 20,068 10.000% 28,228 48,296 544,497 12/01/2010 544,497 21,072 10.000% 27,225 48,296 523,425 06/01/2011 523,425 22,125 10.000% 26,171 48,296 501,300 12/01/2011 501,300 23,231 10.000% 25,065 48,296 478,069 06/01/2012 478,069 24,393 10.000% 23,903 48,296 453,676 12/01/2012 453,676 25,613 10.000% 22,684 48,296 428,063 06/01/2013 428,063 26,893 10.000% 21,403 48,296 401,170 12/01/2013 401,170 28,238 10.000% 20,058 48,296 372,932 06/01/2014 372,932 29,650 10.000% 18,647 48,296 343,282 12/01/2014 343,282 31,132 10.000% 17,164 48,296 312,150 06/01/2015 312,150 32,689 10.000% 15,607 48,296 279,461 12/01/2015 279,461 34,323 10.000% 13,973 48,296 245,138 06/01/2016 245,138 36,040 10.000% 12,257 48,296 209,098 12/01/2016 209,098 37,841 10.000% 10,455 48,296 171,257 06/01/2017 171,257 39,734 10.000% 8,563 48,296 131,523 12/01/2017 131,523 41,720 10,000% 6,576 48,296 89,803 06/01/2018 89,803 43,806 10.000% 4,490 48,296 45,997 12/01/2018 45,997 45,997 10.000% 2,300 48,296 0 112,841 828,722 1,103,134 1,931,856 BYER1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 • • K-MART REDEVELOPMENT CITY CONTRIBUTION VERSUS LGA/HACA REDUCTION ANALYSIS 1 . Estimated Tax Increment The estimated tax increment totalling $1, 981, 291 is brought forward from the Tax Increment Analysis . 2 . City Contribution The projected City contribution totals $99, 070 and represents 5% of the tax increment generated. The first contribution of $2 , 477 is made 6/1/99 , when the first tax increment is received, and subsequent contributions are made semi annually. The contributions are shown both semi annually and cumulatively. 3 . Captured Tax Capacity The captured tax capacity is brought forward also from the Tax Increment Analysis. 4 . Aid Reduction The estimated LGA/HACA aid reduction approximates $287, 866 and is based on a formula provided by the Department of Revenue . The first reductions occur in 6/1/03 and 12/1/03 and increase annually thereafter. The reductions are shown on a semi annual and cumulative basis . • • . WATSON CENTERS, INC. /OAK PARK HEIGHTS • • K-MART REDEVELOPMENT - CITY CONTRIBUTION VS LGA/HACA REDUCTION ANALYSIS Estimated City Contribution Captured Aid Reduction Tax Semi Annual Cumulative Tax Semi Annual Cumulative Date Increment Balance Balance Capacity Balance Balance P tY 06/01/97 0 0 0 0 0 0 12/01/97 0 0 0 0 0 0 06/01/98 0 0 0 0 0 0 12/01/98 0 0 0 0 0 0 06/01/99 49,535 2,477 2,477 78,200 0 0 12/01/99 49,535 2,477 4,953 78,200 0 0 06/01/2000 49,535 2,477 7,430 78,200 0 0 12/01/2000 49,535 2,477 9,907 78,200 0 0 06/01/2001 49,535 2,477 12,384 78,200 0 0 12/01/2001 49,535 2,477 14,860 78,200 0 0 06/01/2002 49,535 2,477 17,337 78,200 0 0 12/01/2002 49,535 2,477 19,814 78,200 0 0 06/01/2003 49,535 2,477 22,291 78,200 1,058 1,058 12/01/2003 49,535 2,477 24,767 78,200 1,058 2,117 06/01/2004 49,535 2,477 27,244 78,200 2,117 4,233 12/01/2004 49,535 2,477 29,721 78,200 2,117 6,350 06/01/2005 49,535 2,477 32,198 78,200 3,175 9,525 12/01/2005 49,535 2,477 34,674 78,200 3,175 12,700 06/01/2006 49,535 2,477 37,151 78,200 4,233 16,933 12/01/2006 49,535 2,477 39,628 78,200 4,233 - 21,167 06/01/2007 49,535 2,477 42,105 78,200 5,292 26,458 12/01/2007 49,535 2,477 44,581 78,200 5,292 31,750 06/01/2008 49,535 2,477 47,058 78,200 6,350 38,100 12/01/2008 49,535 2,477 49,535 78,200 6,350 44,450 06/01/2009 49,535 2,477 52,012 78,200 7,408 51,858 12/01/2009 49,535 2,477 54,488 78,200 7,408 59,266 06/01/2010 49,535 2,477 56,965 78,200 8,467 67,733 12/01/2010 49,535 2,477 59,442 78,200 8,467 76,200 06/01/2011 49,535 2,477 61,918 78,200 9,525 85,725 12/01/2011 49,535 2,477 64,395 78,200 9,525 95,250 06/01/2012 49,535 2,477 66,872 78,200 10,583 105,833 12/01/2012 49,535 2,477 69,349 78;200 10,583 116,416 06/01/2013 49,535 2,477 71,825 78,200 11,642 128,058 12/01/2013 49,535 2,477 74,302 78,200 11,642 139,700 06/01/2014 49,535 2,477 76,779 78,200 12,700 152,399 12/01/2014 49,535 2,477 79,256 78,200 12,700 165,099 06/01/2015 49,535 2,477 81,732 78,200 13,758 178,858 12/01/2015 49,535 2,477 84,209 78,200 13,758 192,616 06/01/2016 49,535 2,477 86,686 78,200 14,817 207,433 12/01/2016 49,535 2,477 89,163 78,200 14,817 222,249 06/01/2017 49,535 2,477 91,639 78,200 15,875 238,124 12/01/2017 49,535 2,477 94,116 78,200 15,875 253,999 06/01/2018 49,535 2,477 96,593 78,200 16,933 270,932 12/01/2018 49,535 2,477 99,070 78,200 16,933 287,866 1,981,391 99,070 99,070 287,866 287,866 0 City Contribution 5.000% I.S.D. #834 Sales Ratio 90.70 1.S.D. #834 Total Rate 39.28 BYER1 PREPARED BY CASSERLY MOLZAHN &ASSOCIATES, INC. 15-Aug-96 KMART ANALYSIS OAK PARK HEIGHTS A ) Current status 1 ) KMART vacated the building in the fall of 1995 . 2) KMART continues to control the building and pay rent and real estate taxes . a). Original KMART building owned by Lyra77 . — 55 , 552 sq . ft. b ) KMART expansion owned by Oak Park Partners . —26 . 565 sq . ft. 3) KMART has a hard term lease through November 30 , 2004 . The lease provides for ten 5 year options . 4 ) Cambridge Realty has been engaged by KMART to find a replacement tenant . Cambridge has been unable to arrange a deal . B) Impact on St . Croix Mall 1 ) IMMEDIATE — 1 Year Customer traffic is down . Some tenants have financial difficulty and are unable to pay rent. Landlord renegotiates leases . New tenants are not interested in a two anchor center with one missing anchor . • 2) INTERMEDIATE — 2-4 Years Some tenants fail and vacate . As leases expire some tenants will choose to vacate . others will renew at lower rents . Securing new tenants will be very difficult. Unfavorable risk reward ratio . 3) LONG TERM — 5+ Years • Unknown . 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