Exhibit C
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LEASE
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dated as of January 1, 2000
between
GENROCO, INC., A WISCONSIN CORPORATION
as Landlord
and
VIDEOPROPULSION, INC., A WISCONSIN CORPORATION
as Tenant
BASIC TERMS
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LANDLORD: GENROCO, Inc.
-------- 000 Xxxx Xxxxxxx
Xxxxxxx, XX 00000
TENANT: VideoPropulsion, Inc.
------ 000 Xxxx Xxxxxxx
Xxxxxxx, XX 00000
TERM: The term of this Lease (the "Term") shall be two (2) years,
---- commencing January 1, 2000 ("Commencement Date") and terminating
at 11:59 p.m. on December 31, 2001, unless terminated earlier in
accordance with the terms of this Lease.
RENTAL: Thirty-Thousand Dollars ($30,000) per year, payable in monthly
------ installments of Two Thousand Five Hundred Dollars ($2,500) as set
forth in Paragraph 2.
PREMISES: The Premises consist of approximately 2,200 square feet, as shown
-------- on the diagram attached as Exhibit A, within the building located
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at 000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx (the "Building"; the
property on which the Building is situated is referred to as the
"Property").
1. Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby
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leases from Landlord the Premises for the Term and at the Rental set forth above
and upon the other provisions contained herein.
2. Rental Payments. Tenant covenants and agrees to pay to Landlord the
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Rental as set forth herein in advance on the first day of each month during the
Term, payable without demand and without offset or deduction, at the place
designated for notices as hereinafter provided, or at such other place as
Landlord may from time to time designate in writing.
3. Early Termination. The Term of this Lease may be terminated at any
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time upon three (3) months written notice by either party.
4. Compliance With Law. Tenant shall obey, observe and promptly comply
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with all regulations, ordinances and laws which shall be applicable, now or at
any time during the Term, to the Premises or to Tenant's activities on the
Premises or adjacent property owned by Landlord, and shall promptly comply with
all orders and directives of the Board of Fire Underwriters and of any
governmental authority having jurisdiction of the Premises.
5. Use. Tenant may use the Premises only as a sales and engineering lab
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facility.
6. Utilities and Taxes. The Landlord shall obtain and pay for
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electricity and janitorial services for the Premises. Tenant shall arrange and
pay for its telephone services. Landlord shall provide heat and water/sewer
service to the Premises. Landlord shall pay any and all real estate taxes and
assessments on the Property and the Building during the Term. Tenant shall
promptly pay any and all personal property taxes on Tenant's property on the
Premises.
7. Maintenance and Repair. Tenant has inspected the Premises and accepts
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the same "AS IS" in their current condition without any express or implied
warranties by Landlord. Tenant shall maintain the Premises in good order and
repair and in a safe, clean and sanitary condition. Tenant may not make any
alterations to the Premises without Landlord's prior written consent; provided,
however, that Tenant may make minor redecorations of the Premises at Tenant's
own expense. Landlord shall maintain the roof and exterior walls of the
Building.
8. Insurance; Waiver of Liability.
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(a) Tenant shall keep in effect, at its sole expense, a comprehensive
general liability policy or policies satisfactory to Landlord covering the
Premises and Tenant's activities in the Building and on the Property, and
providing coverage for bodily injury, death and property damage with a combined
single limit of at least One Million Dollars ($1,000,000)(or such increased
limit as Landlord shall reasonably request). Tenant shall also be responsible
for insuring its personal property and trade fixtures located on the Premises.
Tenant shall have Landlord named as an additional insured on Tenant's liability
insurance, which insurance shall be in form and substance acceptable to
Landlord. Upon request, Tenant shall provide Landlord with a copy of Tenant's
liability insurance policy.
(b) Anything in this Lease to the contrary notwithstanding, Landlord
shall not be liable to Tenant or anyone claiming under Tenant for any loss or
damage to property or injury to or death of persons occurring on or about the
Premises, or in any manner growing out of or in connection with Tenant's use and
occupancy of the Premises, regardless of the cause. As long as their respective
insurers so permit, Landlord and Tenant hereby mutually waive their respective
rights of recovery against each other for any loss insured by fire, extended
coverage and other property insurance policies existing for the benefit of the
respective parties.
(c) Tenant agrees to protect and save Landlord harmless and
indemnified against and from any loss, damage, expense, liability, demand and
cause of action, and any reasonable expenses (including attorneys' fees) arising
out of (i) any violation of any laws or ordinances, whether occasioned by Tenant
or those holding under Tenant, (ii) any failure of Tenant in any respect to
comply with and perform all of the requirements and provisions of this Lease, or
(iii) any injury or death of persons or damage to any property, including
without limitation the person and property of Tenant, its agents, employees and
invitees, occurring on or about the Premises, Building or Property and in any
manner directly or indirectly growing out of the use and occupancy of the
Premises.
(d) Landlord shall insure the Building against property damage in a
reasonable manner, and Tenant agrees to reimburse Landlord for Tenant's Pro-Rata
Share of the cost of such insurance.
9. Trade Fixtures. Tenant may install its trade fixtures ("Trade
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Fixtures") in the Premises. The Trade Fixtures may be affixed to the Premises
and Tenant may remove the same at will, and shall remove the same at the
termination of this Lease if so requested by Landlord. All damage to the
Premises as a result of any affixation or removal hereunder shall be promptly
repaired by and at the sole cost and expense of Tenant. Any Trade Fixtures not
removed as herein permitted or required shall, at the option of Landlord, be
deemed abandoned by Tenant, to be disposed of by Landlord in accordance with
this Lease.
10. Entry for Inspection. Landlord and its representatives shall have the
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right to enter upon the Premises for the purposes of examining and inspecting
the same, showing the Premises to prospective purchasers, or, within the last
six (6) months of the Term, showing the Premises to prospective tenants; said
inspection, however, shall not unreasonably interfere with the business of
Tenant. This paragraph shall not be construed as imposing any obligation upon
Landlord to inspect the Premises. Tenant shall permit "For Sale" and "For Rent"
signs to be placed upon the Premises at any time during the last sixty (60) days
of the Term.
11. Damage by Fire or Other Casualty. In the event of damage to the
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Premises or the Building which is so extensive that Landlord decides not to
repair or rebuild the same, this Lease shall, at the option of Landlord, be
terminated as of the date of such damage by written notice given within thirty
(30) days after the date of such damage, the Rental shall be adjusted to the
date of such damage, and Tenant shall thereupon promptly vacate the Premises.
If Landlord does decide to repair or rebuild the Premises, this Lease shall
continue, except that Rental shall xxxxx to the extent the Premises are unusable
by Tenant during the time of such repair or rebuilding.
12. Assignment and Subletting. Tenant shall not assign this Lease,
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whether voluntarily or by operation of law, nor sublet or license the use of any
portion of the Premises without the prior written consent of Landlord, which
will not be unreasonably withheld. Tenant acknowledges that it shall not be
unreasonable for Landlord to withhold its consent to an assignment or sublease
where the proposed subtenant's or assignee's use of the Premises is inconsistent
with the uses of the other tenants in the Building or will detract from the use
or enjoyment by other tenants of their leased premises.
13. Defaults and Remedies.
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(a) The occurrence of any one or more of the following shall
constitute a default by Tenant:
(1) Failure by Tenant to pay Rental or to make any other payment
required to be made by Tenant hereunder when due, which failure continues for
thirty (30) days; or
(2) Failure by Tenant to perform any other of its covenants
under this Lease which continues for thirty (30) days after the obligation to
perform such covenant arises.
(b) In the event of any default by Tenant hereunder, Tenant hereby
authorizes and empowers Landlord to:
(1) Cancel and terminate this Lease and immediately reenter and
take possession of the Premises without the requirement of any previous notice
of intention to reenter, and remove all persons and their property therefrom
using such force and assistance in effecting and protecting such removal as
Landlord may deem reasonably necessary to recover full and exclusive possession
of the Premises; or
(2) Reenter and take possession of the Premises in the manner
provided in subparagraph (1) above without such reentry constituting a
cancellation or termination of this Lease or a forfeiture of any rental or other
monies to be paid hereunder or of the covenants, agreements and conditions to be
kept and performed by Tenant for and during the remainder of the Term hereof.
(c) Nothing contained in this paragraph shall exclude any other right
or remedy allowed by law or equity to Landlord, nor shall the invalidity or
unenforceability of any one right or remedy affect or impair the validity or
enforceability of any other right or remedy.
14. Abandonment of Tenant's Property. If Tenant fails to remove any
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property belonging to it within five (5) days after the termination of this
Lease, the same shall be deemed abandoned by Tenant and shall, at Landlord's
option, become the property of Landlord, or may be removed from the Premises and
stored or disposed of by Landlord at the expense of Tenant.
15. Enforcement Costs. In the event of any action or proceeding between
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Landlord and Tenant to enforce the provisions of this Lease, the prevailing
party shall be entitled to an award of all reasonable costs, reasonable
attorneys' fees and reasonable expenses incurred by it in such action or
proceeding.
16. Surrender at Termination. At the termination of this Lease, Tenant
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shall quietly and peaceably surrender possession of the Premises (and any
improvements located thereon) to Landlord, in good order, condition and repair
and broom-clean and free of any and all claims, including, but not limited to,
claims by Tenant or any party holding under Tenant.
17. Landlord's Right to Cure; Interest. In the event of a default by
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Tenant, Landlord, at its option, may perform any obligation of Tenant under this
Lease. Tenant shall pay to Landlord the cost of performing such obligation
within five (5) days of receipt of a statement therefor. Any amounts so owing,
all Rental and any other payments to be made hereunder by Tenant to Landlord
shall bear interest to be paid by Tenant from and after the due date thereof to
the date of payment at the rate of one and one-half percent (1.5%) per month.
18. Notices. Any notice required or permitted under this Lease may be
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personally served or given and shall be deemed sufficiently given or served if
personally served or sent by registered or certified mail, with postage prepaid
thereon, to the respective addresses set forth above. Either party may by like
notice at any time, and from time to time, designate a different address to
which notices shall be sent. Notices given in accordance with these provisions
shall be deemed received when mailed.
19. Landlord Liability. Landlord's liability hereunder is limited to
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Landlord's interest in the Premises.
20. Accord and Satisfaction. No payment by Tenant or receipt by Landlord
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of a lesser amount than the full Rental due or the full amount of any other
payments to be made by the Tenant hereunder shall be deemed to be other than on
account of the earliest stipulated unpaid installment thereof, nor shall any
endorsement or statement on any check or letter accompanying any check or
payment be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord's right to recover an amount due
hereunder or pursue any other remedy provided in this Lease.
21. Miscellaneous. If any provision, clause or part of this Lease, or
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the application thereof under certain circumstances, is held invalid, the
remainder of this Lease, or the application of such provision, clause or part
under other circumstances, shall not be affected thereby. No term or provision
of this Lease may be changed, waived, supplemented or discharged orally, except
by an instrument in writing signed by the party sought to be charged thereby.
All terms of this Lease shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective successors and permitted
assigns. The failure of either party hereto in one or more instances to insist
upon the performance of any term or condition of this Lease, or to exercise any
rights or privilege by this Lease conferred, or the waiver of any breach of the
terms or conditions of this Lease, shall not be construed as thereafter waiving
any such term, condition, right or privilege, but the same shall continue to
remain in full force and effect the same as if no forbearance or waiver had
occurred. This Lease shall be governed by the law of the State of Wisconsin.
IN WITNESS WHEREOF, this Lease has been executed as of the day and year
first above written.
LANDLORD:
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GENROCO, INC.
By:---------------------------
Name: Xxxxx Xxxx
Title: Executive Vice President and Chief
Financial Officer
TENANT:
------
VIDEOPROPULSION, INC.
By:---------------------------
Name: Xxxxx Xxxx
Title: Executive Vice President and Chief
Technical Officer
EXHIBIT A
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Description of the Premises
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See the attached diagram, hand-marked to show the Premises, which are located
within the Building.
The legal description of the Property on which the Building is situated is as
follows:
Lot Seven (7) of Certified Survey Map No. 3994, recorded in the
Washington County Registry on December 4, 1992 in Volume 25 of
Certified Survey Maps, pages 277-279 as Document No. 619618, being a
redivision of Xxx 0 xx Xxxxxxxxx Xxxxxx Xxx Xx. 0000 recorded in
Volume 24 of Certified Survey Maps, pages 306-308 and Xxx 0 xx
Xxxxxxxxx Xxxxxx Xxx Xx. 0000, recorded in Volume 23 of Certified
Survey Maps, pages 156-158, and being a part of the NE 1/4 and NW 1/4
of the NW 1/4 of Section 20, T 10 N, R 19 E, Village of Slinger,
Washington County, Wisconsin.
FOR INFORMATIONAL PURPOSES ONLY
Tax Key No. V5-0650-00G
