Exhibit 10.10
Lease for Corporate Headquarters Facility
NORWEST
BANK
BUILDING
This LEASE AGREEMENT, ("Lease") made as of this 14th day of March, 1997
between Lexington Hopkins Limited Partnership, a Minnesota limited partnership
("Landlord"), and Profile National Business Directory, a Minnesota Corporation
("Tenant");
WITNESSETH, THAT
1. PREMISES: Landlord, subject to the terms and conditions hereof,
hereby leases to Tenant certain premises ("Premises") shown crosshatched on the
floor plan attached hereto as Exhibit A, containing approximately 2,300 net
rentable square feet on the 3rd floor, Suite 203 located in the building (the
"Building") situated at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000, which
building, is situated on property legally described on Exhibit B attached hereto
and made a part hereof.
2. USE: Tenant shall use the Premises only as business offices for
Tenant's business of general office use and shall not use the Premises for any
other use or purpose without the prior written consent of Landlord.
3. TERM: Tenant takes the Premises from Landlord, upon the terms and
conditions herein contained for the term ("Term") of three (3) years and zero
(0) months commencing on the first (1st) day of May, 1997 (the "Commencement
Date") and ending on the 30th day of April, 2000 unless sooner terminated as
herein provided.
Notwithstanding the foregoing if the Premises shall, on the scheduled
Commencement Date of the Term, not be ready for occupancy by the Tenant due to
the possession or occupancy thereof by any person not lawfully entitled thereto,
or because construction has not yet been completed, or by reason of any Building
operations, repair or remodeling, to be done by Landlord, Landlord shall use
good faith efforts to complete such construction, Building operations, repair or
remodeling and to deliver possession of the Premises to Tenant. Landlord, using
such good faith efforts, shall not in any way be liable for failure to obtain
possession of the Premises for Tenant or to timely complete such construction,
building operations, repair or remodeling, but the Base Rent, Operating Costs
and Additional Rent payable by Tenant hereunder shall xxxxx until the date
Landlord is able to tender possession of the Premises to Tenant, which date
shall thenceforth be deemed the "Commencement Date;" and the Term of this Lease
shall be automatically extended so as to include the full number of months
hereinbefore provided except that if the Commencement Date is other than the
first day of a calendar month, such Term shall also be extended for the
remainder of the calendar month in which possession is tendered.
If Tenant's possession is delayed because Landlord has not sufficiently
completed the Building or the Premises, and if Landlord shall be delayed in such
substantial completion as a result of: (i) Tenant's failure to agree to plans
and specifications; (ii) Tenant's request for materials, finishes or
installations other than Landlord's standard; (iii) Tenant's changes in plans;
or (iv) the performance or completion by a party employed by Tenant, the
Commencement Date shall be deemed to be the date on which Landlord would have
been able to tender possession of the Premises to Tenant, but for such delay.
The taking of possession by Tenant shall be deemed conclusively to
establish that the Premises have been completed in accordance with the plans and
specifications and are in good and satisfactory condition as of when possession
was so taken (except for such items as Landlord is permitted to complete at a
later date, which items shall be specified by Landlord to Tenant in writing).
The date stated in Article 3 above shall be deemed to be the Commencement Date
and this Lease shall be in full force and effect as of that date unless Landlord
and Tenant execute a Commencement Letter identifying a change in that date, such
letter to be in the form attached hereto as Exhibit G. In the event of any
dispute as to when and whether the work performed or required to be performed by
Landlord has been substantially completed, the certificate of an A.I.A.
registered architect or a temporary or final certificate of occupancy issued by
the local governmental authority shall be conclusive evidence of such
completion, effective on the date of the delivery of a copy or any such
certificate to Tenant.
4. SECURITY DEPOSIT: On or before March 10, 1997, Tenant shall deposit
with Landlord the sum of Three Thousand One Hundred Sixty-eight and 25/100
Dollars ($3,168.25) (the "Security Deposit") as security for the full and
faithful performance of this Lease to be performed by Tenant. If Tenant defaults
with respect to any provision of this Lease, including, without limitation, the
provisions relating to the payment of Base Rent, Operating Costs or Additional
Rent, the repair of damage to the Premises and/or cleaning or restoring the
Premises upon termination of this Lease. Landlord may use, apply or retain all
or any part of this security deposit for the payment of any Base Rent, Operating
Costs or Additional Rent or other sum in default and any amounts which Landlord
may spend or become obligated to spend by reason of Tenant's default to the full
extent permitted by law. If any portion of said deposit is so used, applied or
retained, Tenant shall, within ten (10) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to an amount equal to one monthly installment of the then-applicable
Base Rent, plus the monthly amount of estimated Operating Costs and other
charges payable hereunder by Tenant multiplied by the number of months worth of
Base Rent represented by the initial security deposit, and Tenant's failure to
do so shall be a material default and breach of this Lease. Landlord shall lot
be required to keep any security deposit separate from its general funds, and
Tenant shall not be entitled to interest on any such deposit. If Tenant shall
fully and faithfully perform every provision of this Lease to be performed by
it, the security deposit or any balance thereof shall be returned to Tenant or
to the last assignee of Tenant's interest hereunder within sixty days after the
expiration of the Term.
5. BASE RENT: Tenant agrees to pay to Landlord during the Term a Base
Rent ("the Base Rent") of See Addendum to Lease #38 Dollars ($_________ ) per
annum, payable in equal monthly installments of $___________ due and payable in
advance on the Commencement Date and on the first day of each month thereafter
during the Term, without deduction or setoff of any kind, and delivered or sent
to Landlord's managing agent, Xxxxxxx Xxxxx Inc., 0000 Xxxxxx Xxxxxx Xxxxx,
Xxxxx 000, Xxxxx, Xxxxxxxxx 00000 or at such other place as may from time to
time be designated by Landlord.
6. ADDITIONAL RENT AMOUNTS: Any amounts in addition to Base Rent and
Operating Costs, as defined below, payable to Landlord by Tenant hereunder,
including, without limitation, amounts payable pursuant to Section 9 and Exhibit
C, and any costs set forth in the Addendum to Lease, if any, described in
Section 37 hereof (collectively the "Additional Rent") shall be an obligation of
Tenant hereunder and all such Additional Rent shall be due and payable upon
demand.
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7. OPERATING COSTS: In addition to Base Rent and Additional Rent,
Tenant shall, for the entire Term, pay to Landlord, without any setoff or
deduction therefrom, its Proportionate Share (as hereinafter defined) of costs
which Landlord may incur in owning, maintaining and operating the Building
during each calendar year of the Term (such costs hereinafter "Operating
Costs"). "Proportionate Share" is defined as (3.74%) of all Operating Costs
incurred by Landlord with respect to the Building (being the decimal equivalent
of a fraction, the numerator of which is the net rentable square feet of the
Premises and the denominator of which is the net rentable square feet of the
entire Building each as reasonably determined by Landlord). Operating Costs are
defined to include all expenses and costs (but not specific costs which are
separately billed to and paid by individual tenants including Tenant) of every
kind and nature which the Landlord shall pay or become obligated to pay because
of or in connection with the ownership and operation of the Building and
supporting facilities of the Building, including but not limited to all real
estate taxes and special or other assessments payable with respect to the
Building, and all other taxes, service payments in lieu of taxes, excises,
levies, fees, or charges, general and special, ordinary and extraordinary, of
any kind, which are assessed, levied, charged, confirmed or imposed by any
public authority upon the Building, its operations or the Rent provided for in
this Lease including, but not limited to the amount of any gross receipts tax,
sales tax or similar tax, or any tax imposed in lieu of real property taxes (but
excluding therefrom any income tax), or tax arising out of ownership of the
Building, which tax is payable or which will be payable by Landlord, by reason
of the receipt of the Base Rent, Operating Costs or Additional Rent and
adjustments thereto; costs of any contest of such taxes, including attorneys'
fees, management fees, insurance premiums, utility costs, janitorial costs,
Building security costs, costs of wages, salaries and fringe benefits for all
individuals providing services to the Building through the level of property
manager or similar position, maintenance costs (relating to the Building and
adjacent land including sidewalks, landscaping and parking or service areas,
common areas, service contracts, equipment and supplies) and all other costs of
any nature whatsoever which for federal tax purposes may be expensed rather than
capitalized, but exclusive only of leasing commissions, depreciation, principal
and interest, and costs of tenant improvements. Operating Costs shall also
include the yearly amortization of capital costs incurred by the Landlord for
improvements or structural repairs to the Building required to comply with any
change in the laws, rules or regulations of any governmental authority having
jurisdiction, or for purposes of reducing Operating Costs, which costs shall be
amortized over the useful life of such improvements or repairs, as reasonably
estimated by the Landlord or as required by law.
As soon as reasonably practicable prior to the commencement of each
calendar year during the Term, Landlord shall furnish to Tenant an estimate of
Operating Costs for the ensuing calendar year and the amount of Tenant's
Proportionate Share thereof. Tenant shall pay, together with each installment of
Base Rent, one-twelfth (1/12th) of its estimated annual Proportionate Share of
Operating Costs. As soon as reasonably practicable after the end at each
calendar year during the Term, Landlord shall furnish to Tenant a statement of
the actual Operating Costs for the previous calendar year, including Tenant's
Proportionate Share of Operating Costs, and within thirty (30) days thereafter
Tenant shall pay to Landlord or Landlord shall credit to the next Base Rent
payment due Landlord from Tenant or Landlord shall pay, if the Lease has
expired, as the case may be, any difference between the actual Operating Costs
and the estimated Operating Costs paid by Tenant for such year. Tenant's
Proportionate Share of Operating Costs for the years in which this Lease
commences and terminates shall be prorated by multiplying the actual Operating
Costs by a fraction, the numerator of which is the number of days of that year
of the Term and the denominator of which is 365. Tenant's obligation to pay
Operating Costs for the year in which this Lease expires or terminates shall
survive the expiration or earlier termination of this Lease, and shall be
prorated to reflect that portion of the calendar year during which Tenant was
obligated to pay Operating Costs. Notwithstanding any other provision herein to
the contrary, it is agreed that in the event that the Building is not fully
occupied at any time during the Term, an
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adjustment shall be made in computing the Operating Costs for such year so that
the Operating Costs shall be computed for such year as though the Building had
been fully occupied during such year (including, for real estate tax purposes,
as if fully occupied and assessed as a completed Building during such year).
Notwithstanding the foregoing, if Landlord shall from time to time reasonably
determine that the use of any utility or service in the Premises by Tenant is
disproportionate to the use of other tenants, Landlord may adjust Tenant's share
of the cost thereof from a date reasonably determined by Landlord to take
equitable account of the disproportionate use. A Landlord's request, Tenant
shall install and maintain at Tenant's expense metering devices for measuring
the use of any such utility or service in the Premises.
8. QUIET ENJOYMENT: Landlord covenants that Tenant, upon paying all
Base Rent, Operating Costs (as defined in Section 7 hereof) and Additional Rent
(as defined in Section 6 hereof) (the Base Rent, Operating Costs and Additional
Rent collectively hereinafter the "Rent") and performing all covenants and
agreements on its part to be performed, shall have quiet enjoyment and
possession of the Premises during the term, subject to the terms and conditions
of this Lease and to any agreements to which this Lease is or may become
subordinate.
9. SERVICE: Subject to a right of reimbursement from Tenant through its
Proportionate Share of Operating Costs, and so long as Tenant is not in default
hereunder, Landlord shall:
(a) maintain, repair and replace as needed all heating,
ventilating, air conditioning, mechanical, electrical and
plumbing systems, facilities and equipment in the Premises and
the Building;
(b) replace Building-standard fluorescent electric lamps and
ballasts used in the Premises; and
(c) furnish Tenant: (i) hot and cold water, at those points of
supply provided for general use of tenants; (ii) heated and
refrigerated air conditioning in season at such times as
Landlord normally furnishes these services to all tenants of
the Building, and at such temperatures and in such amounts as
are in accordance with any applicable statutes, rules or
regulations and are considered by Landlord to be standard,
such service at other times and on Saturdays, Sundays, and
holidays to be optional on the part of Landlord (Landlord
hereby reserves the right to charge Tenant for any such
optional service requested by Tenant on such basis as
Landlord, in its sole discretion, determines) (iii) janitor
service to the Premises on weekdays other than holidays; (iv)
such window washing as may from time to time in the Landlord's
judgment be reasonably required; and (v) operator-less
passenger elevators for ingress and egress to the floor on
which the Premises are located, provided Landlord may
reasonably limit the number of elevators to be in operation on
Saturdays, Sundays, and holidays.
Failure to any extent to furnish, or any stoppage or interruption of
these defined services, resulting from any cause, shall not render Landlord
liable in any respect for damages to any person, property, or business, nor be
construed as an eviction of Tenant or work an abatement of Rent, nor relieve
Tenant from fulfillment of any covenant or agreement hereof. Should any
equipment or machinery furnished by Landlord cease to function properly,
Landlord shall use reasonable diligence to repair the same promptly upon receipt
of notice from Tenant, but Tenant shall have no claim for an abatement of Rent
or damages on account of any interruptions in service occasioned thereby or
resulting therefrom. Whenever heat generating machines or equipment are used by
Tenant in the Premises which
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disproportionately affect the temperature otherwise maintained by the air
conditioning equipment, Landlord reserves the right to install supplementary air
conditioning units in the Premises (or for the use of the Premises) and the
expense of such purchase, installation, maintenance, operation and repair shall
be paid by Tenant upon demand as Additional Rent.
Notwithstanding the foregoing, if services required to be performed by
Landlord pursuant to (a), (b) or (c) above must be performed due to the
negligence or willful misconduct of Tenant, its agents, servants or employees,
the costs of such services shall not be a part of Operating Costs, but shall be
Tenant's sole responsibility, and shall be Additional Rent payable in accordance
with Section 6.
10. COVENANTS OF TENANT: In addition to all of its other obligations
pursuant to the Lease, Tenant hereby covenants with Landlord as follows:
A. Laws and Regulations: Tenant shall observe such governmental
ordinances, laws and regulations and such Building rules and
regulations, including, but not limited to those set forth in
Exhibit F, which from time to time may be put into effect by
Landlord for the general safety, comfort, and convenience of
Landlord, occupants and tenants of the Building and their
licensees and invitees, including, without limitation,
Building signage and graphics standards, use of designated
common areas and other Building areas, security measures, and
similar matters.
B. Surrender of Premises; Goods and Effects: Upon the termination
of this Lease in any manner whatsoever, Tenant shall remove
its goods and effects and those of any other person claiming
under Tenant, and quit and deliver up the Premises to Landlord
peaceably and quietly in as good order and condition as the
same were in on the Commencement Date, reasonable use and wear
excepted. Goods and effects not removed by Tenant at the
termination of this Lease, however terminated, shall be
considered abandoned, and Landlord may dispose of the same as
it deems expedient, at Tenant's expense. Tenant shall be
responsible for payment of all costs incurred by Landlord for
any restoration of the Premises needed by virtue of the
removal of Tenant's goods and effects whether removed by
Tenant or Landlord.
C. Assignment and Subletting: Tenant shall not assign this Lease
or sublet all or any part of the Premises voluntarily,
involuntarily or by operation of law, or through change in the
ownership of Tenant, if Tenant is a corporation or a
partnership, without first obtaining Landlord's written
consent thereto. Landlord's consent will not be unreasonably
withheld provided that: (i) occupancy of any such assignee or
sublessee is not, in Landlord's reasonable judgment,
inconsistent with the character of the Building; (ii) such
assignee or sublessee shall assume in writing the performance
of the covenants and obligations of Tenant hereunder; (iii) a
fully executed copy of any such assignment or sublease shall
be immediately delivered to Landlord but the making of such
assignment or sublease shall not be deemed to release Tenant
from the payment and performance of any of its obligations
under this Lease; (iv) Tenant shall promptly disclose and pay
to Landlord as Additional Rent hereunder any rent or other
payments pursuant to any sublease which exceed the amounts
payable hereunder and any other consideration paid, or to be
paid, by reason of the assignment or sublease; (v) such
assignment or subletting is approved by any mortgagee holding
a mortgage covering the Premises which reserves such right
unto the mortgagee; (vi) Tenant is not in default of this
Lease on the date of the assignment or sublease; and (vii)
such assignee or sublessee
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meets the credit standards required by Landlord for tenants of
similar size and type in the Building. Notwithstanding the
foregoing, if Tenant wishes to assign this Lease or sublet all
or any part of the Premises to a named third party, Tenant
shall first offer, in writing, to assign or sublet (as the
case may be) to Landlord on the same terms and conditions as
provided in this Lease. Any such offer by Tenant shall be
deemed to have been rejected by Landlord unless within ten
(10) days from receipt thereof, Landlord delivers to Tenant
written notice of acceptance of Tenant's offer. Any assignment
or sublease or purported assignment or sublease made without
Landlord's prior written consent shall be void, and of no
force and effect, whether or not Landlord had actual or
constructive notice of such assignment or sublease.
Notwithstanding anything to the contrary in this Lease,
options granted to Tenant, if any, to expand the Premises,
renew this Lease, have a right of first offer or first refusal
on any other space in the Building, or terminate this Lease
are personal to Tenant and shall not inure to the benefit of,
or be available to any assignee or sublessee of Tenant.
D. Signs: Tenant shall not place signs on or about the Premises
or the Building or install signs, advertising or other
material on the interior (if any) or exterior windows of the
Premises without first obtaining Landlord's written consent
thereto.
E. Damage to Building: Tenant shall not overload, damage or
deface the Premises or the Building or do any act which may
make void or voidable any insurance on the Premises or the
Building, or which may render an increased or extra premium
payable for insurance.
F. Hazardous Substances: Tenant shall not cause or permit to
occur (i) any violation of any federal, state or local law,
ordinance or regulation now or hereafter enacted relating to
environmental conditions in, under or about the Premises or
arising from Tenant's use or occupancy of the Premises; or
(ii) without Landlord's prior written consent, which consent
may be given or withheld in Landlord's sole discretion, use,
generate, release, manufacture, refine, produce, process,
store or dispose of any Hazardous Substance (as hereinafter
defined) in, under or about the Premises, or transport any
Hazardous Substance to or from the Premises. For the purposes
of this Lease, Hazardous Substance shall include, but not be
limited to flammables, explosives, radioactive materials,
asbestos, polychlorinated biphenyls (PCB's), petroleum,
petroleum products, chemicals known to cause cancer or
adversely affect reproduction, pollutants, contaminants,
hazardous wastes, toxic products and substances declared to be
hazardous or toxic under any law or regulation concerning the
environment now or hereafter enacted or promulgated by any
governmental authority.
G. Mechanic's Liens: Tenant shall keep the Premises and the
Building free from any mechanics', materialmens', contractors'
or other liens arising from, or any claims for damages growing
out of, any work performed, materials furnished or obligations
incurred by or on behalf of Tenant. Tenant shall indemnify and
hold harmless Landlord from and against any such lien, or
claim or action thereon, and reimburse Landlord promptly upon
demand therefor by Landlord for costs of suit and reasonable
attorneys' fees incurred by Landlord in connection with any
such lien, claim or action.
H. Insurance: Tenant shall maintain at its expense at all times
during the Term: (i) a policy or policies of commercial
liability insurance with respect to the Premises and the
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business of Tenant, naming Landlord as an additional insured
thereon with limits of not less than $1,000,000 combined
single limit; provided, however, that if Tenant's policy or
policies of insurance is or are subject to an annual aggregate
clause, Tenant shall provide Landlord with evidence
demonstrating that the $1,000,000 coverage required by this
subparagraph (i) applies solely to the Premises; and (ii) a
policy or policies of all-risk coverage insurance insuring
Tenant's leasehold improvements, trade fixtures and other
personal property for the full replacement cost value thereof,
and naming Landlord as a loss payee as its interest may
appear. All such insurance policies shall be placed with
companies with a Best rating of A-VII or better and qualified
to do business in the State of Minnesota, provide for at least
thirty (30) days prior written notice to Landlord before
cancellation or amendment, name Landlord as an additional
insured thereon, and current, endorsed copies or certificates
thereof shall be filed with Landlord prior to Tenant's
occupancy of the Premises and on each anniversary of the
Commencement Date during the Term.
I. Vending Machines: Tenant shall not install, operate, or permit
any vending machines or coin-operated devices upon the
Premises without Landlord's prior written consent.
J. Maintenance of Premises: Except to the extent that Landlord is
specifically responsible therefor under Paragraph 9(a) of this
Lease, Tenant shall maintain the Premises and its surrounding
walls, ceiling and floor and all improvements therein in good
order and condition, including repairs and replacements
thereto.
Notwithstanding the foregoing, if any of Tenant's obligations
pursuant to this Paragraph (j) involve any structural portion
of the Building, or any Building system, including, but not
limited to, heating, ventilating and air conditioning, Tenant
shall not undertake any maintenance, repair or replacement
thereof without Landlord's prior written consent.
K. Waste: Tenant shall not commit waste on the Premises, nor
allow waste to be committed by any of Tenant's agents,
employees, licensees, invitees or contractors.
Tenant's obligations under this Section 10 to do or not to do a specified act
shall extend to and include all conduct of Tenant's employees, agents,
contractors, licensees and invitees.
11. INSTALLATION OF IMPROVEMENTS; ALTERATIONS: Subject to Tenant's
performance of its obligations hereunder, Landlord agrees to install at
Landlord's cost and expense the improvements described in Exhibit C attached
hereto. All other improvements to the Premises shall be installed at the cost
and expense of Tenant (which cost shall be payable on demand by Land-lord as
Additional Rent), but only in accordance with plans and specifications which
have been previously submitted to and approved in writing by Landlord, and only
by Landlord or by contractors and subcontractors approved in writing by Landlord
(which approval shall not be unreasonably withheld). All alterations, additions,
improvements and partitions erected by Tenant shall be and remain the property
of Tenant during the term of this Lease and Tenant shall, unless Landlord
otherwise elects as hereinafter provided, remove all alterations, additions,
improvements and partitions erected by Tenant and restore the Premises to its
original condition by the date of expiration or termination of this Lease or
upon earlier vacating of the Premises; provided, however, that, if at such time
Landlord so elects, such alterations, additions, improvements and partitions
shall become the property of Landlord as of the date of expiration or
termination of this Lease or upon earlier vacating of the Premises and title
shall pass to
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Landlord under this Lease as by a xxxx of sale. All such removals and
restoration shall be accomplished in a good workmanlike manner by contractors
approved in writing by Landlord so as not to damage the primary structure or
structural qualities of the Building. All alterations, additions or improvements
proposed by Tenant shall be constructed (a) in a first-class manner consistent
with the Building; and (b) in accordance with all governmental laws, ordinances,
rules and regulations. Tenant shall, prior to construction, provide such
assurances to Landlord, including but not limited to waivers of lien, surety
company performance and payment bonds and personal guaranties of individuals of
substance, as Landlord shall require to assure payment of the costs thereof and
to protect Landlord against any loss from mechanics', laborers', materialmen's
or other liens. If such improvements are not being performed by Landlord, Tenant
shall permit Landlord, if Landlord so desires, to supervise construction
operations in connection with such work. In no event will such supervision or
right to supervise by Landlord, nor shall any approvals given by Landlord under
this Lease, constitute any warranty by Landlord to Tenant of the adequacy of the
design, workmanship or quality of such work or materials for Tenant's intended
use or impose any liability upon Landlord in connection with the performance of
such work.
12. CASUALTY LOSS: In case of damage to the Premises or the Building by
fire or other casualty, Tenant shall give immediate written notice thereof to
Landlord, who shall within sixty (60) days of such notice give notice to Tenant
that: (1) Landlord elects to terminate this Lease as hereinafter provided, or
(2) Landlord will cause the damage to be repaired with reasonable speed, at the
expense of the Landlord, subject to delays which may arise by reason of
adjustment or loss under insurance policies and for delays beyond the reasonable
control of Landlord, but Landlord shall have no obligation to restore or replace
any property owned by Tenant; and to the extent that the Premises are rendered
untenantable the Base Rent and Operating Costs shall proportionately xxxxx,
except in the event such damage resulted from or was contributed to by the act,
fault or neglect of Tenant, Tenant's employees, invitees, contractors, licensees
or agents, in which event there shall be no abatement of Rent. If the damage
shall be so extensive that the Landlord shall decide not to repair or rebuild,
this Lease shall, at the option of Landlord, be terminated as of the date of
such damage by written notice from Landlord to Tenant, and the Base Rent and
Operating Costs shall be adjusted to the date of such damage and Tenant shall
thereupon promptly vacate the Premises. If Landlord elects to repair the damage,
Landlord shall be obligated to repair only to the extent insurance proceeds are
made available therefor.
In the event of any damage or destruction to the Building or the
Premises by any peril covered by the provisions of this Section 12, Tenant
shall, upon notice from Landlord, remove forthwith, at its sole cost and
expense, such portion or all of the property belonging to Tenant or its
assignees, sublessees or licensees from such portion or all of the Building or
the Premises as Landlord shall request and Tenant hereby indemnifies and holds
Landlord harmless from any loss, liability; costs, and expenses, including
attorneys' fees, arising out of any claim of damage or injury as a result of (i)
any alleged failure to property secure the Premises prior to such removal or
(ii) such removal.
13. CONDEMNATION: If the entire Premises are taken under power of
eminent domain (which shall include the exercise of any similar governmental
power or any purchase or other acquisition in lieu thereof), this Lease shall
automatically terminate as of the date of taking, which shall be the date Tenant
is required to yield possession thereof to the condemning authority. If a
portion of the Premises is taken under power of eminent domain, Landlord shall
have the right to terminate this Lease as of the date of taking by giving
written notice thereof to Tenant on or before the date of taking. If Landlord
does not elect to terminate this Lease, it shall, at its expense, restore or
cause to be restored the Premises, exclusive of any improvements or other
changes made therein by Tenant, to as near the condition which existed
immediately prior to the date of taking as reasonably possible, and taking into
account any reduction in the square footage of the Premises, and to the extent
that the Premises are rendered
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untenantable, the Base Rent and Operating Costs shall proportionately xxxxx. All
damages awarded for a taking under the power of eminent domain shall belong to
and be the exclusive property of Landlord, whether such damages be awarded as
compensation for diminution in value of the leasehold estate hereby created or
to the fee of the Premises; provided, however, that Landlord shall not be
entitled to any separate award made to Tenant for the value and cost of removal
of its personal property and fixtures or any relocation payment or allowance
made to Tenant.
14. LIABILITY AND INDEMNITY: Save for its gross negligence or willful
misconduct, Landlord shall not be responsible or liable to Tenant for any loss
or damage resulting to Tenant, its agents, servants, employees, contractors,
licensees or invitees, or its property from any cause whatsoever, including, but
not limited to, loss or damage that may be occasioned by or through the acts or
omissions of persons occupying any part of the Building or any persons
transacting any business in or about the Building or persons present in or about
the Building for any other purpose or the inability of Tenant to conduct its
business in the Premises due to the failure of Tenant's telephone system as a
result of work performed on another tenant's telephone system or on the Building
telephone system. Tenant shall defend, indemnify and save Landlord harmless from
and against all liabilities, damages, claims, costs, charges, judgments and
expenses, including, but not limited to, reasonable attorneys' fees, which may
be imposed upon or incurred or paid by or asserted against Landlord, the
Premises or any interest therein or in the Building by reason of or in
connection with any use, nonuse, possession or operation of the Building or the
Premises, or any part thereof, any negligent or tortious act on the part of
Tenant or any of its agents, contractors, servants, employees, licensees or
invitees, any accident, injury, death or damage to any person or property
occurring in, on or about the Premises or any part thereof, and any failure on
the part of Tenant to perform any of the terms or conditions of this Lease;
provided, however, that nothing contained in this paragraph shall be deemed to
require Tenant to indemnity Landlord with respect to any gross negligence or
willful misconduct committed by Landlord or to any extent prohibited by law.
15. DEFAULT: Tenant hereby agrees that the occurrence of any one or
more of the following shall constitute an Event of Default under this Lease:
(a) The failure of Tenant to make any payment due hereunder within
five (5) days after the due date thereof;
(b) The failure of Tenant to perform any of the other agreements,
covenants, terms and conditions of this Lease;
(c) The commencement of any proceeding by or against Tenant in
bankruptcy or for appointment of a receiver; or
(d) The insolvency of Tenant, or the making by Tenant of a general
assignment for the benefit of creditors, or the filing by
Tenant for protection under any statute regarding bankruptcy
now or hereafter in force;
then, in any such event, Landlord, in addition to all other rights and remedies
available to Landlord, by law or by other provisions hereof, may, with or
without process of law, re-enter immediately into the Premises and remove all
persons and property therefrom, and, at Landlord's option, annul and cancel this
Lease or terminate Tenant's right to possession of the Premises without
terminating this Lease, and Tenant hereby expressly waives the service of any
notice in writing of intention to re-enter as aforesaid. Upon any termination of
Tenant's right to possession only without termination of the Lease, Landlord
9
may at Landlord's option, enter into the Premises, remove Tenant's signs and
other evidences of tenancy and take and hold possession thereof as provided
above, without such entry and possession terminating the Lease or releasing
Tenant, in whole or in part, from any obligation including Tenant's obligation
to pay the Base Rent, Operating Costs and Additional Rent hereunder for the full
Term. In any such case, Tenant shall pay forthwith to Landlord, if Landlord so
elects, a sum equal to the entire amount of the Base Rent, and estimates of
Operating Costs and Additional Rent, for the residue of the stated term hereof
plus any other sums provided herein to be paid by Tenant for the remainder of
the Term.
Landlord may; but need not, relet the Premises or any part thereof for
such rent and upon such terms as Landlord, in its sole discretion, shall
determine (including the right to relet the Premises for a greater or lesser
term than that remaining under this Lease, the right to relet the Premises as
part of a larger area, and the right to change the character or use made of the
Premises) and Landlord shall not be required to accept any tenant offered by
Tenant or to observe any instructions given by Tenant about such reletting. In
any such case, Landlord may make repairs, alterations and additions in or to the
Premises, and redecorate the same to the extent Landlord deems necessary or
desirable, and Tenant shall, upon demand, pay the cost thereof, together with
Landlord's expenses of reletting including, without limitation any broker's
commission and attorneys' fees incurred by Landlord. If the consideration
collected by Landlord upon any such reletting plus any sums previously collected
from Tenant are not sufficient to pay the full amount of all Base Rent and any
amounts of Operating Costs and Additional Rent and other sums reserved in this
Lease for the remaining term hereof, together with the costs of repairs,
alterations, additions, redecorating, and Landlord's expenses of reletting and
the collection of the rent accruing therefrom (including attorneys' fees and
brokers' commissions), Tenant shall pay to Landlord the amount of such
deficiency upon demand and Tenant agrees that Landlord may file suit to recover
any sums due and payable under this section from time to time.
Neither acceptance of Rent by Landlord, with or without knowledge of
breach, nor failure of Landlord to take action on account of any breach hereof
or to enforce its rights hereunder shall be deemed a waiver of any breach, and
absent written notice or consent, said breach shall be a continuing one at
Landlord's sole option.
Notwithstanding anything in this Section 15 to the contrary, upon any
default by Tenant in any of its obligations hereunder except the obligation to
pay Base Rent, Operating Costs and Additional Rent, and the obligation to
maintain insurance, if Tenant, within five (5) days after notice from Landlord,
commences to cure such default and prosecutes such cure diligently to
completion, Tenant shall not be in default hereunder; provided, however, that
such cure period shall in no extent exceed sixty (60) days.
16. LATE PAYMENT: If Tenant fails to pay any installment of Rent, or
other sums hereunder as and when such installment or other charge is due, Tenant
shall pay to Landlord on demand a late charge in an amount equal to five percent
(5%) of such installment or other charge overdue in any month and five percent
(5%) each month thereafter until paid in full to help defray the additional cost
to Landlord for processing such late payments, and such late charge shall be
Additional Rent hereunder and the failure to pay such late charge within ten
(10) days after demand therefor shall be an additional Event of Default
hereunder. The provision for such late charge shall be in addition to all of
Landlord's other rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Landlord's remedies in any
manner.
17. NOTICES: All bills, statements, notices or communications,
including changes of address of either party, which either party may desire or
be required to give to the other shall be deemed sufficiently given or rendered
if in writing and either delivered to the other party personally, sent by
10
registered or certified mail, return receipt requested, sent by national air
courier service, addressed to Tenant at the Building, or to Landlord at the
address where the last installment of Base Rent due hereunder was payable, or,
as to either party, upon receipt of notice in accordance with this section, to
the last address furnished by such party. The time of rendition thereof or the
giving of such notice or communication shall be deemed to be the time when the
same is personally delivered to the other party, deposited in the mail, or
delivered to the other party by a national air courier service as herein
provided. Any notice or the return of any access cards, keys, or otherwise to be
given from Tenant to Landlord must be delivered in the manner set forth above to
Landlord's managing agent.
18. HOLDING OVER: Tenant will, at the termination of this Lease by
lapse of time or otherwise, yield up immediate possession of the Premises to
Landlord. If Tenant retains possession of the Premises or any part thereof after
any such termination, then Landlord may, at its option, serve written notice
upon Tenant that such holding over constitutes either (a) creation of a month to
month tenancy, upon the terms and conditions set forth in this Lease, or (b)
creation of a tenancy at sufferance; provided, however that the Base Rent
prorated on a daily basis if subparagraph (b) is elected, shall, in addition to
all other sums which are to be paid by Tenant hereunder including, but not
limited to Operating Costs, whether or not as Additional Rent, be equal to
double the Base Rent being paid monthly to Landlord under this Lease immediately
prior to such termination (prorated in the case of (b) on the basis of a 365 day
year for each day Tenant remains in possession). If no such notice is served,
then a tenancy at sufferance shall be deemed to be created at the Rent in the
preceding sentence. Tenant shall also pay to Landlord all damages sustained by
Landlord resulting from retention of possession by Tenant, including the loss of
any proposed subsequent tenant for any portion of the Premises. The provisions
of this paragraph shall not constitute a waiver by Landlord of any right of
re-entry as herein set forth; nor shall receipt of any Rent or any other act in
apparent affirmance of the tenancy operate as a waiver of the right to terminate
this Lease for a breach of any of the terms, covenants, or obligations herein on
Tenant's part to be performed.
19. SUBORDINATION: The rights of Tenant shall be and are subject and
subordinate at all times to the lien of any mortgage now or hereafter in force
against the Building, and Tenant shall execute such further instruments
subordinating this Lease to the lien of any such mortgage as shall be requested
by Landlord. If Landlord's interest in the Building is transferred to any person
or entity by reason of (a) a foreclosure or other proceeding to enforce a
mortgage against the Building; (b) delivery by Landlord of a deed in lieu of
foreclosure; or (c) a sale, conveyance or assignment of the Building, then in
any such case, Tenant shall immediately and automatically attorn to such person
or entity without the execution of any further instruments evidencing Tenant's
attornment. If requested by Tenant, Landlord agrees to use reasonable efforts to
obtain an agreement of non-disturbance of Tenant's occupancy of the Premises
from the holder of any mortgage against the Building in the event that such
holder, its successors or assigns, succeeds to the interest of Landlord.
20. ESTOPPEL CERTIFICATE: Tenant shall at any time and from time to
time within ten (10) days after written request from Landlord execute and
deliver to Landlord or any prospective Landlord or mortgagee or prospective
mortgagee a sworn and acknowledged estoppel certificate, in form reasonably
satisfactory to Landlord and/or Landlord's mortgagee or prospective mortgagee
certifying and stating as follows: (i) this Lease has not been modified or
amended (or if modified or amended, setting forth such modifications or
amendments); (ii) this Lease (as so modified or amended) is in full force and
effect (or if not in full force and effect, the reasons therefor); (iii) the
Tenant has no offsets or defenses to its performance of the terms and provisions
of this Lease, including the payment of Rent (or if there are any such defenses
or offsets, specifying the same); (iv) Tenant is in possession of the Premises,
if such be the case; (v) if an assignment of rents or leases has been served
upon Tenant by a
11
mortgagee or prospective mortgagee, Tenant has received such assignment and
agrees to be bound by the provisions thereof; and (vi) any other accurate
statements reasonably required by Landlord or its mortgagee or prospective
mortgagee. It is intended that any such statement delivered pursuant to this
subsection may be relied upon by any prospective purchaser or mortgagee and
their respective successors and assigns and Tenant shall be liable for all loss,
cost or expense resulting from the failure of any sale or funding of any loan
caused by any material misstatement contained in Such estoppel certificate.
Tenant hereby irrevocably appoints Landlord as attorney-in-fact for the Tenant
with full power and authority to execute and deliver in the name of Tenant such
estoppel certificate if Tenant fails to deliver the same within such ten (10)
day period and such certificate as signed by Landlord shall be fully binding on
Tenant, if Tenant fails to deliver a contrary certificate within five (5) days
after receipt by Tenant of a copy of the certificate executed by Landlord on
behalf of Tenant.
21. BINDING EFFECT: The word "Tenant", wherever used in this Lease,
shall be construed to mean tenants in all cases where there is more than one
tenant, and the necessary grammatical changes required to make the provisions
hereof apply to corporation, partnerships or individuals, men or women, shall in
all cases be assumed as though in each case fully expressed. Each provision
hereof shall extend to and shall, as the case may require, bind and inure to the
benefit of Landlord and Tenant and their respective heirs, legal
representatives, successors and assigns, provided that this Lease shall not
inure to the benefit of any assignee, heir, legal representative, transferee or
successor of Tenant except upon the express written consent or election of
Landlord.
22. TRANSFER OF LANDLORD'S INTEREST: In the event of any transfer or
transfers of Landlord's interest in the Premises or the Building, other than a
transfer for security purposes only, the transferor shall be automatically
relieved of any and all obligations and liabilities on the part of Landlord
accruing from and after the date of such transfer, including, without
limitation, the obligation of Landlord under Section 4 hereof to return the
security deposit as provided therein following assignment or transfer thereof to
such assignee of Landlord's interest.
23. EXPENSE OF ENFORCEMENT: If either party hereto be made or become a
party to any litigation commenced by or against the other party involving the
enforcement of any of the rights and remedies of such party, or arising on
account of the default of the other party in the performance of such party's
obligations hereunder, then the prevailing party in any such litigation (or the
party becoming involved in such litigation because of a claim against such other
party, as the case may be) shall receive from the other party all costs and
reasonable attorneys' fees incurred by it in relation to such litigation, and,
in the case of Tenant, such costs and attorneys' fees shall constitute
Additional Rent hereunder.
24. ACCESS; CHANGES IN BUILDING FACILITIES; NAME: (a) Tenant shall give
Landlord and Landlord's managing agent access to the Premises at any time during
emergencies and at all reasonable times, without charge or diminution of rent,
to enable Landlord to examine or exhibit the same and to make such inspections,
repairs, additions and alterations as Landlord deems necessary or may be
required to make hereunder; (b) all portions of the Building except space within
the inside surfaces of all walls and doors bounding the Premises, and any space
in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan
rooms, ducts, electric or other utilities, sinks or other Building facilities,
and the use thereof, as well as access thereto through the Premises for the
purposes of operation, maintenance, decoration and repair, are reserved to
Landlord: (i) Tenant understands and agrees the Landlord may, at any time or
from time to time during the term of this Lease, perform renovation and or
repair work in and to the Building or the mechanical systems serving the
Building (which work may include, but need not be limited to, the repair or
replacement of the Building's exterior facade, exterior window glass, elevators,
electrical systems, air conditioning and ventilating systems,
12
plumbing system, common hallways, or lobby), any of which work may require
access to the same from within the Premises; (ii) Tenant therefore agrees that:
(A) Landlord shall have access to the Premises at all reasonable times, upon
reasonable notice for the purpose of performing such work, and (B) Landlord
shall incur no liability to Tenant, nor shall Tenant be entitled to any
abatement of rent on account of any noise, vibration, or other disturbance to
Tenant's business at the Premises which shall arise out of said access by
Landlord or by the performance by Landlord of the aforesaid work at the
Building; (iii) Landlord shall use reasonable efforts (which shall not include
any obligation to employ labor at overtime rates) to avoid disruption of
Tenant's business during any such entry upon the Premises by Landlord; and (iv)
it is expressly understood and agreed by and between Landlord and Tenant that if
Tenant shall commence any action or proceeding seeking injunctive, declaratory,
or monetary relief in connection with the rights reserved to Landlord under this
provision, or if Landlord shall commence any action or proceeding to obtain
access to the Premises in accordance with this provision, and if Landlord shall
prevail in any such action, then Tenant shall pay to Landlord, as additional
rent under this Lease, a sum equal to all legal fees, costs, and disbursements
incurred by Landlord in any way related to or arising out of such action or
proceeding; (c) Landlord reserves the right, at any time, without incurring any
liability to Tenant therefor, to make such changes in or to the Building and the
fixtures and equipment thereof, as well as in or to the street entrances, halls,
passages, concourse, elevators, stairways and other improvements thereof, as it
may deem necessary or desirable from time to time; and (d) Landlord may adopt
any name for the Building and Landlord reserves the right to change the name
and/or address of the Building at any time.
25. RIGHT OF LANDLORD TO PERFORM: If Tenant shall fail to pay any sum
of money other than Base Rent, Operating Costs or Additional Rent required to be
paid by it hereunder, or shall fail to perform any other act on its part to be
performed hereunder, Landlord may, but shall not be so obligated, and without
waiving or releasing Tenant from any obligations of Tenant, after the end of the
fifth day after notifying Tenant of Tenant's obligation to perform, make any
such payment or perform any such other act on Tenant's part to be made or
performed hereunder; provided, however, that in the event of emergency, Landlord
shall have the right to perform Tenant's obligations prior to the expiration of
the five-day period specified above and shall have the right to use the Security
Deposit to pay such expenses, or pay such expenses directly and reimburse itself
from the Security Deposit. Tenant shall, promptly and upon demand therefor by
Landlord, reimburse Landlord for all sums so paid by Landlord and all necessary
incidental costs, and Landlord shall have the same rights and remedies in the
event of the failure by Tenant to pay such amounts as Landlord would have in the
event of a default by Tenant in the payment of Rent.
26. BROKERS: Each of the parties (i) represents and warrants to the
other that it has not dealt with any real estate broker or finder with regard to
leasing or renting space in the Building except as described on Exhibit E
attached hereto; and (ii) indemnifies and holds the other harmless from any and
all losses, liability, costs or expenses (including attorney's fees) incurred as
a result of an alleged breach of the foregoing warranty and representation.
27. LANDLORD'S SECURITY INTEREST: Landlord reserves (and is hereby
granted) a security interest in all fixtures, equipment and personal property
(tangible and intangible) now or hereafter located in or on the Premises to
secure all sums due from and all obligations to be performed by Tenant
hereunder, which lien and security interest may be enforced by Landlord in any
manner provided by law, including, without limitation, under and in accordance
with the Uniform Commercial Code as adopted in Minnesota. At Landlord's request,
Tenant shall execute and file, where appropriate, all documents required to
perfect the security interest herein granted.
13
28. MODIFICATIONS FOR LENDER: If, in connection with obtaining
financing for the Building or the Premises, any lender shall request
modifications in this Lease as a condition to such financing, Tenant shall
promptly execute any instrument submitted to Tenant by Landlord containing such
modifications; provided, however, that such modifications shall not increase the
obligations of Tenant hereunder or materially adversely affect the leasehold
interest hereby created.
29. LIMITATION OF LIABILITY: If Landlord is ever adjudged by any court
to be liable to Tenant in damages, Tenant specifically agrees to look solely to
Landlord's interest in the Building for the recovery of any judgment from
Landlord, it being agreed that Landlord, or if Landlord is a partnership, its
partners whether general or limited, or if Landlord is a corporation, its
directors, officers, or shareholders, shall never be personally liable for any
such judgment. The provision contained in the foregoing sentence is not intended
to, and shall not, limit any right that Tenant might otherwise have to obtain
injunctive relief against Landlord or Landlord's successor in interest, or to
maintain any other action not involving the personal liability of Landlord (or
if Landlord is a partnership, its partners whether general or limited, or if
Landlord is a corporation, its directors, officers, or shareholders), or to
maintain any suit or action in connection with enforcement or collection of
amounts which may become owing or payable under or on account of insurance
maintained by Landlord. Notwithstanding anything to the contrary in this Lease,
Landlord shall not be liable to Tenant, Tenant's agents, servants or employees,
or to any person or entity claiming by or through Tenant, for any consequential,
indirect, special or similar types of damages.
30. SUBSTITUTE PREMISES: At any time after the execution of this Lease,
Landlord may substitute for the Premises other premises in the Building (the
"New Premises"), in which event the New Premises shall be deemed to be the
Premises for all purposes hereunder; provided, however, that:
A. The New Premises shall be similar in area and in
appropriateness for Tenant's purposes; and
B. If Tenant is occupying the Premises at the time of any such
substitution, Landlord shall pay the expense of moving Tenant,
its property and equipment to the New Premises, and shall also
pay the expenses of improving the New Premises with
improvements substantially similar to those located in the
Premises.
31. WAIVER OF SUBROGATION: Each of Landlord and Tenant hereby releases
the other from any and all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise for any loss
or damage to property caused by the fault or negligence of the other party, or
anyone for whom such party may be responsible.
32. INCORPORATION OF EXHIBITS: The following exhibits to this Lease are
hereby incorporated by reference for all purposes as fully as if incorporated
herein:
EXHIBIT A Premises Location Drawing
EXHIBIT B Building Legal Description
EXHIBIT C Leasehold Improvements Plans and Specifications
EXHIBIT D Guaranty
EXHIBIT E Brokers
EXHIBIT F Building Rules and Regulations
14
33. FORCE MAJEURE: All of the obligations of Landlord and of Tenant
under this Lease are subject to and shall be postponed for a period equal to any
delay or suspension resulting from fires, strikes, acts of God, and other causes
beyond the control of the party delayed in its performance hereunder, this Lease
remaining in all other respects in full force and effect and the Term not
thereby extended. Notwithstanding the foregoing, the unavailability of funds for
payment or performance of Tenant's obligations hereunder shall not give rise to
any postponement or delay in such payment or performance of Tenant's obligations
hereunder.
34. GENERAL: The submission of this Lease for examination does not
constitute the reservation of or an option for the Premises, and this Lease
becomes effective only upon execution and delivery hereof by Landlord and
Tenant. This Lease does not create the relationship of principal and agent or of
partnership, joint venture or any association between Landlord and Tenant, the
sole relationship between Landlord and Tenant being that of lessor and lessee.
No waiver of any default of Tenant hereunder shall be implied from any omission
by Landlord to take any action on account of such default if such default
persists or is repeated, and no express waiver shall affect any default other
than the default specified in the express waiver and that only for the time and
to the extent therein stated. Each term and each provision of this Lease
performable by Tenant shall be construed to be both a covenant and a condition.
The topical headings of the several paragraphs and clauses are for convenience
only and do not define, limit or construe the contents of such paragraphs or
clauses. All preliminary negotiations are merged into and incorporated in this
Lease, and this Lease constitutes the entire agreement between the parties.
Landlord has made no representations or warranties to Tenant with regard to this
Lease, the Premises or the Building which are not expressly set forth herein.
This Lease can only be modified or amended in writing, which writing shall be
signed by the parties hereto, their successors or assigns (and mortgagees if
required by such mortgage). All provisions hereof shall be binding upon the
heirs, successors and assigns of each party hereto.
35. SEVERABILITY: The invalidity of any provision, clause or phrase
herein contained shall not serve to render the balance of this Lease ineffective
or void and the same shall be construed as if such had not been herein set
forth.
36. GOVERNING LAW: This Lease shall be governed in accordance with the
laws of the State of Minnesota.
37. ADDITIONAL PROVISIONS: Addendum to Lease Sections 38 through 39 are
hereby incorporated by reference as fully as set forth herein.
15
IN WITNESS WHEREOF, the respective parties hereto have caused this
Lease to be executed as of the day and year first above written.
LANDLORD TENANT:
LEXINGTON XXXXXXX LIMITED PARTNERSHIP Profile National Business Directory
a Minnesota Corporation
By: Lexington Properties, Inc.
Its General Partner By: /s/ Xxxxx X. Xxxx
-------------------------------
Its President
-------------------------------
By: /s/ Xxxxxx X. Xxxxx And:
---------------------------------- -------------------------------
Its: President Its
--------------------------------- -------------------------------
16
ADDENDUM TO LEASE
This Addendum is hereby made a part of a certain Lease dated the 14th
day of March, 1997 between Lexington Hopkins Limited Partnership, as Landlord,
and Profile National Business Directory, a Minnesota Corporation, as Tenant.
Where any of the provisions hereinafter set forth conflict with the printed
portion of the Lease, the provisions of this Addendum shall govern.
38. Base Rent. Tenant agrees to pay Landlord during the Term a Base Rent
(the "Base Rent") as outlined below:
Monthly Annual Net Rate
Annual Installments Per Square Foot
---------- ------------- ----------------
__/97 to 04/30/98 $18,400.00 $1,533.33 $8.00
05/01/98 to 04/30/99 $18,975.00 $1,581.25 $8.25
05/01/99 to 04/30/00 $19,550.00 $1,629.17 $8.50
The Base Rent is due and payable in advance on the Commencement Date
and on the first day of each month thereafter during the Term, without
deduction or setoff of any kind, and delivered or sent to Landlord's
managing agent, Welsh Companies, Inc., 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxxxxxx, XX 00000 or at such other place as may from time to
time to be designated by Landlord.
39. Renewal Option. Landlord hereby grants to Tenant a one-time successive
three year option to extend the lease term provided:
a) Tenant has not been, and is not, in default under the Lease at
the time such option is exercised and at the time such
extension is to commence; and
b) Tenant delivers to Landlord, not later than six (6) months
prior to the end of the original lease term, written notice
(the "Renewal Notice") exercising its option to extend the
lease term.
If Tenant exercises the Renewal Notice to Landlord, the Base Rent for
the renewal term shall be at the then prevailing market rate for
comparable space in comparable buildings, as reasonably determined by
Landlord.
EXHIBIT B
LEGAL DESCRIPTION
Lot 14, except the North 44 feet of the West 37 feet thereof; all of Xxxx 00,
00, 00, 00, 00, 00; and that part of Lot 21 lying South of the North 44 feet;
all in Block 6, West Minneapolis, including the vacated 14 foot alley adjacent
to Lots 18, 19, 20 and that part of Lot 21, lying South of the North 44 feet,
Block 6, West Minneapolis, according to the recorded plat thereof, and situate
in Hennepin County, Minnesota.
Abstract Property.
EXHIBIT C
LEASEHOLD IMPROVEMENTS, PLANS AND SPECIFICATIONS
Landlord agrees to provide up to $6,900.00 toward building standard tenant
improvements to be used solely for improvements to the Premises as approved by
Landlord. Landlord reserves the right to have prior approval of all plans,
materials, payment methods, and contractors. Tenant shall receive all applicable
building permits and cause no lien against the Building. Any costs in excess of
$6,900.00, including but not limited to standard architectural fees, shall be at
the expense of Tenant. Tenant shall make payment of any such costs in excess of
Landlord's contribution to Landlord upon demand.
EXHIBIT D
GUARANTY
This Guaranty is attached to a Lease dated as of the 14th day of March,
1997, by and between The Lexington Hopkins Limited Partnership ("Landlord") and
Profile National Business Directory, Inc. ("Tenant").
**
The undersigned, in consideration of the leasing of the Premises
described in the attached Lease to the Tenant therein mentioned, hereby
absolutely, unconditionally and irrevocably guarantee to Landlord the full and
complete performance of all of the Tenant's covenants and obligations under said
Lease, including any extension, renewal or holdover thereof, and the full
payment by Tenant of all Base Rent, Operating Costs and Additional Rent and all
other charges and amounts required to be paid by Tenant under the Lease, and the
undersigned will pay all of Landlord's expenses, including attorneys' fees,
incurred in enforcing the obligations of Tenant under said Lease, or incurred in
enforcing this Guaranty.
The undersigned hereby waives all requirements of notice of the
acceptance of this Guaranty and all requirements of notice of breach or
nonperformance by Tenant. The undersigned's obligation hereunder shall remain
fully binding although; (a) Landlord may have waived one or more defaults by
Tenant, extended the time of performance by Tenant, modified or amended the
Lease, released, returned or misapplied other collateral given later as
additional security (including other guaranties) or released Tenant from the
performance of its obligations under such Lease; or (b) Tenant may have
assigned, sublet or otherwise transferred the Lease.
The undersigned shall not be subrogated to any of the rights of
Landlord under the Lease or in or to the Premises described therein, or to any
other rights of Landlord, by reason of any of the provisions of this Guaranty or
by reason of the performance by the undersigned or any of its or their
obligations under this Guaranty.
This Guaranty shall survive expiration or earlier termination of the
Lease. Without limiting the generality of the foregoing, the undersigned hereby
acknowledges that if the holder of any mortgage, deed of trust, underlying
ground lease, holder of any like encumbrance or purchaser at foreclosure shall
succeed to the interests of Landlord under the Lease, this Guaranty shall remain
in full force and effect for the benefit of any holder of said encumbrances or
foreclosure purchaser, as the case may be.
The undersigned's obligations shall be joint and several and the
release of one such guarantor shall not release any other of such guarantors.
This Guaranty shall be binding upon the undersigned and their respective heirs,
executors, administrators, representatives, successors and assigns.
Executed by the undersigned this 14th day of March, 1997.
Address of Guarantor(s): SM ENGINEERING COMPANY
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000 By: /s/ Xxxxx X. Xxxx
----------------------------
Hopkins, MN Its: President
-----------------------
**Xx. Xxxxx X. Xxxx is the majority owner of both Tenant and the undersigned and
expects to derive substantial benefit from the Lease transaction.
EXHIBIT E
BROKERS
Landlord agrees that it is responsible for the brokerage commission due to Welsh
Companies for this Lease between Profile National Business Directory, a
Minnesota Corporation, as Tenant, and Lexington Hopkins Limited Partnership, a
Minnesota limited partnership, as Landlord.
