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AGREEMENT OF LEASE
SAINT XXXX EXECUTIVE SUITES INC.
0 XXXX XXXXX XXXXXX, XX. XXXX, XXXXXXXXX
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THIS AGREEMENT OF LEASE ("Lease") is made and entered into as of July
27, 1999 by and between SAINT XXXX EXECUTIVE SUITES, INC. d.b.a. LES WORK
EXECUTIVE SUITES, INC. ("Landlord") and Hanover Capital partners, LTD.,
("Tenant").
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. THE LEASED PREMISES.
Landlord leases to Tenant, and Tenant rents of and from Landlord, part
of 0 Xxxx Xxxxx Xxxxxx, as described and shown on Exhibit A, attached hereto and
made a part hereof. Said portion of 0 Xxxx Xxxxx Xxxxxx is referred to herein as
the "Leased Premises".
2. TERM.
The term of this lease shall be for a period of approximately 1 year
commencing September 1, 1999, or the date of Tenant occupancy, whichever occurs
earlier, and terminating August 31, 2000, unless terminated earlier as provided
herein.
The Tenant agrees to give the Landlord thirty (30) days written notice
before the expiration of the lease of the Tenants' intention to vacate at the
end of this lease, otherwise the Landlord will have the option of continuing
this lease on a Month-to-Month basis, from such expiration, and any subsequent
expirations.
3. MONTHLY RENT.
Commencing September 1, 1999, Tenant shall pay to Landlord, payable at
the address designated in this Lease for service of notice upon Landlord, or at
such other place as Landlord may designate in writing to Tenant, exclusive of
any other charge to be paid by Tenant, the following, payable in equal
consecutive monthly installments, in advance, on or before the 10th day of each
month through and including August, the sum of: $695.00 ($525.00 Rent + $130.00
Answering + $40.00 Fax/Modem) per month
4. SECURITY/DAMAGE DEPOSIT.
Landlord acknowledges receipt of security deposit in the amount of $595
currently on file. Deposit will be refunded upon TENANT(S) vacating the
premises, less any past due balances and/or the cost of repairs due to damage
above and beyond reasonable wear and tear. This deposit may not be used as last
month's rent.
5. USE OF LEASED PREMISES.
Tenant, and its approved sublessee, shall use the Leased Premises for
general office purposes only.
6. USE OF COMMON AREAS.
Tenant shall have the non-exclusive use, in common with others entitled
to use the same, of the common areas of 0 Xxxx Xxxxx Xxxxxx. "Common areas"
shall include, without limitation, access facilities, walkways, stairways,
elevators, hallways and public restrooms.
7. RULES AND REGULATIONS.
A. Tenant's exclusive use of the Leased Premises and
non-exclusive use of the common areas shall be subject to the terms and
conditions of this Lease and all reasonable rules and regulations
prescribed by Landlord from time to time with respect to the operation
of Six West Fifth Street, and its common areas.
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B. No smoking by any persons of any tobacco or similar
products, including but not limited to cigarettes, cigars, pipes or any
use of `chewing tobacco,' is allowed within any of Landlords areas.
Including but not limited to Tenant's suites, common areas, kitchen,
restrooms, stairwells or elevators.
8. UTILITIES AND SERVICES.
Provided Tenant is not in default under any of the terms or conditions
of this Lease, Landlord shall furnish such heat and air conditioning,
electricity, water, sewage and elevator service in and about the Leased Premises
as shall be necessary for the comfortable use and occupancy of the Leased
Premises, at all times.
9. ALTERATIONS AND IMPROVEMENTS BY TENANT.
Tenant shall not make any material changes, additions, or improvements
to the Leased Premises without the prior written consent of Landlord.
10. MECHANICS LIEN.
Tenant shall pay timely for labor and material furnished to Tenant or
claimed to have been furnished to Tenant in connection with work of any
character performed or claimed to have been performed on the Leased Premises, at
the direction or with the consent of Tenant. Tenant shall not permit any
mechanics or similar liens to remain upon the Leased Premises incident to the
foregoing. However, Tenant may contest the validity of such lien or claims,
provided, Tenant shall give to Landlord, if required by Landlord, reasonable
security to insure payment and to prevent any sale, foreclosure or forfeiture of
the Leased Premises by reason of such non-payment. Upon a final determination of
the validity of any such lien or claim, Tenant shall immediately pay any
judgment or decree rendered against Tenant or Landlord, including but not
limited to, all proper costs and charges, and shall cause such lien to be
released of record without costs to Landlord.
11. LANDLORD'S ACCESS.
Landlord, its agent, employees and/or contractors, shall have the right
to enter the Leased Premises at all reasonable times for the purpose of
inspection, cleaning, repairing or improving the Leased Premises or other
premises in the Building, including, not limited to, the right, but not the
obligation, to install, maintain, use, repair, and replace the pipes, ducts,
conduits, and wires leading through the Leased Premises, provided, that such
entry shall be accomplished in a manner that will cause as little interference
with and inconvenience to the Tenant's use as is reasonable under the
circumstances. Any interference with or inconvenience to the Tenant arising out
of the exercise by Landlord of the rights set forth in this paragraph shall not
constitute a breach by Landlord of any of its agreements in this Lease, and
shall not result in any diminution of rent or liability on the part of Landlord
by reason of inconvenience, annoyance or injury to Tenant's business. Landlord,
or its agents, shall have the right to exhibit the Leased Premises to
prospective tenants or to prospective purchasers at any time upon reasonable
notice to Tenant.
12. DAMAGE BY FIRE OR OTHER CASUALTY.
If the Leased Premises are damaged or destroyed by fire or other
casualty, and such damage or destruction is certified within a reasonable period
of time thereafter, in writing, by a licensed contractor to be repairable within
thirty (30) days after the date of such occurrence, this Lease shall remain in
full force and effect, and Landlord, subject to the provisions hereinafter set
forth, shall proceed with due diligence to repair such damage or destruction, at
its expense, and in that event, there shall be a proportionate abatement of rent
and all other charges for so much of the Leased Premises as may be untenantable
until repair or restoration.
If the Leased Premises are damaged or destroyed as above stated and
cannot be repaired within thirty (30) days, either Tenant or Landlord may
terminate this Lease.
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13. TENANT INSURANCE.
Tenant shall provide its own fire, extended coverage, and theft
insurance covering all Tenant's personal property. Tenant agrees that it will
not look to Landlord for reimbursement of any damage Tenant sustains during its
occupancy from whatever cause, and Tenant shall indemnify, defend, and hold
harmless therefore.
14. ASSIGNMENT OR SUBLEASE.
Tenant may not, voluntarily or by operation of law, assign or transfer
this Lease, or sublease the whole or any part of the Leased Premises, without
the prior written consent of Landlord, which consent will not be unreasonably
withheld.
15. NOVATION IN THE EVENT OF A SALE BY LANDLORD.
In the event of the sale of the Leased Premises, Landlord shall be and
hereby is relieved of all of the covenants and obligations created hereby and
such sale shall result automatically in the purchasers assuming and agreeing to
carry out all the covenants and obligations of Landlord herein; provided,
however, that Landlord shall not be released from any claim resulting from a
default of Landlord occurring prior to the date of such sale.
16. ESTOPPEL CERTIFICATE.
Within ten (10) days after request therefore by Landlord, or in the
event that upon any sale, transfer, or financing, an Estoppel Certificate shall
be requested from Tenant, Tenant agrees hereby to deliver in recordable form an
Estoppel Certificate to the Landlord, any proposed purchaser, transferee or
lender, certifying to such correct facts relating to this Lease as may be
requested reasonably by Landlord.
17. REMEDIES OF LANDLORD.
In the event that during the term of this Lease any of the following
occur:
1. Tenant shall have failed to pay any installment of
rent or any other charge provided herein, or any
portion thereof, when the same shall be due and
payable, and the same shall remain unpaid for a
period of ten (10) days after the same is due; or
2. Tenant shall have failed to comply with any other
provision of this lease or the laws or ordinances of
the City of Saint Xxxx, the State of Minnesota, or
the United States of America, and shall not have
cured any curable failure within thirty (30) days
after Landlord, by written notice, has informed
Tenant of such noncompliance; provided, however, in
the case of a default within a period of thirty (30)
days, Tenant shall have such additional time to cure
such default as may be reasonably necessary, provided
Tenant proceeds promptly and with due diligence to
cure such default after receipt of said notice;
the Landlord upon written notice to Tenant may elect either (i) to cancel and
terminate this lease, and this lease shall not be treated as an asset of
Tenant's estate, or (ii) to terminate Tenant's right to possession only without
canceling and terminating Tenant's continued liability under this Lease.
Notwithstanding the fact that initially Landlord elects under (ii) to terminate
Tenant's right to possession only, Landlord shall have the continuing right to
cancel and terminate this lease by serving ten (10) days written notice on
Tenant of such further election, and shall have the right to pursue any remedy
at law or in equity that may be available to Landlord.
18. DEFAULT BY LANDLORD.
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Landlord shall not be deemed to be in default under this Lease until
Tenant has given Landlord written notice specifying the nature of the default
which Landlord is obligated to cure, and Landlord does not cure such default
within ten (10) days after receipt of such notice; provided, however, in the
case of default which cannot be cured, with due diligence, within a period of
ten (10) days, Landlord shall have such additional time to cure default as may
be reasonably necessary, provided Landlord proceeds promptly and with due
diligence to cure such default after receipt of said notice.
19. SIGNS; WINDOW COVERINGS.
Tenant shall not place or cause to be placed any sign or lettering on
the exterior of the Building, in the halls or other common areas, or on the
Leased Premises without the prior written consent of Landlord. Tenant shall have
the right to place a sign or lettering on the entrance to the Leased Premises,
and on any sign directory provided by Landlord, provided the location, style,
text, size and color are first approved in writing by Landlord. Any sign or
lettering not so approved may be removed by Landlord at Tenant's expense.
20. CONDITION OF LEASED PREMISES AND LANDLORD'S PROPERTY AT TERMINATION.
At termination of this Lease, Tenant shall vacate and deliver the
Leased Premises, all partitions, improvements, alterations and other property of
Landlord to Landlord in as good order and condition as the same were in on the
commencement date, reasonable wear and tear excepted.
21. NOTICES.
All notices and communications of similar legal import from either
Landlord or Tenant to the other shall be in writing and shall be considered to
have been duly given or served if sent by first class mail, postage prepaid, or
hand delivered to the party or parties at its address set forth below, or to
such other address as such party may hereafter designate by written notice to
the other party or parties
If to Landlord, to:
Les Work, Inc.
0 Xxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
If to Tenant, to:
Xxxxx Xxxxxxxx Xxxx Xxxxxxx
Chief Financial Officer Vice President
Hanover Capital Partners. LTD. and Hanover Capital Partners, LTD.
100 Metroplex 6 Wets Xxxxx Xxxxxx
Xxxxx 000 Xxxxx 000
Xxxxxx, XX 00000 Xx. Xxxx, XX 00000
22. GOVERNING LAW.
This Lease shall be subject to and governed by the laws of the State of
Minnesota, and all questions concerning the meaning and intention of the terms
of this Lease and concerning the validity hereof and questions relating to
performance hereunder shall be adjudicated and resolved in accordance with the
laws of that state, notwithstanding the fact that one or more of the parties now
is or may hereafter become a resident of a different state.
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23. SHORT FORM LEASE.
Neither party shall record this Lease without the written consent of
the other party; however, upon the request of either Landlord or Tenant, the
other party shall join in the execution of a memorandum or so-called "short
form" of this Lease for the purpose of recordation. Said memorandum or short
form of this Lease shall describe the parties, the Leased Premises, the term of
this Lease, any special provisions, and shall incorporate this Lease by
reference. Any fees required to be paid in order to record such memorandum or
short from of this Lease shall be paid by the party desiring to record such
memorandum or short form of this lease.
24. SERVICES.
A. Landlord shall contract with a person or entity to provide to Tenant
on a fee for services basis secretarial and word processing services, postage
machine use based on actual Tenant usage, fax sending and receiving, delivery
and pick-up, long distance telephone based on actual usage, telephone answering
and photocopying, and the current rates for said services are set forth in
Exhibit B attached hereto.
B. Tenant shall not solicit or employ, directly or indirectly, as an
employee, independent contractors, or otherwise, any person who has been
employed by Landlord during the Tenant's occupancy of the Premises, or for a
period of one (1) year after the termination of this Lease. In the event of a
violation of this provision, due to the inability to accurately ascertain the
amount of damages Landlord will suffer, Tenant shall pay to Landlord a sum equal
to Ten Thousand and no/100 ($10,000.00) Dollars as liquidated damages, in
addition to any other injunctive or other civil relief that may be available in
the courts of the State of Minnesota.
C. Landlord shall also provide a telephone answering service for Tenant
and a receptionist during normal weekday business hours as prescribed by
Landlord. Landlord owns the telephones and telephone system used at 0 Xxxx Xxxxx
Xxxxxx. Xxxxxxxx shall maintain the telephones and telephone system during the
term of this Lease and shall provide services as listed on Exhibit C at an
additional charge as set forth in Exhibit C.
D. Landlord shall provide photocopying equipment for use in common by
other tenants, a mailbox, cleaning and janitorial service, a lobby office
directory, nameplates for the exterior door of the Leased Premises and blinds
for office windows.
E. Tenant shall not install, or have installed within Landlord's space,
any telephone lines, phones, fax lines, or modem lines for the purposes of
faxing, modeming, telephone usage, `800' numbers or any other purpose, without
the prior written consent of Landlord. Landlord has the option to install or
provide such services, for the Tenant, using Landlord's telephone vendor, at an
additional charge as set forth by Landlord. All long distance made from or
through Landlord's telephone system shall be made through Landlord's long
distance vendor.
F. Tenant shall not install, or have installed within Landlord's space,
any photocopiers or postage machines without prior written authorization from
Landlord.
The parties hereto have duly executed this Lease Agreement effective as
of the date and year first above written.
LANDLORD
Saint Xxxx Executive Office Suites Inc.
BY:
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Xxxx X. Xxxxxxxxx
ITS: President
TENANT:
BY:
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