STANDARD OFFICE LEASE AGREEMENT (NET)
THIS LEASE AGREEMENT (hereinafter called the "LEASE AGREEMENT") made as
of the 26th day of JANUARY, 1999, by and between METROPOLIS GENERAL PARTNERSHIP,
having offices at C/O UNITED PROPERTIES LLC, 0000 XXXX 00XX XXXXXX #000,
XXXXXXXXXXX, XX 00000 (hereinafter called the "LANDLORD"), and RIT SYSTEMS INC.,
A MINNESOTA CORPORATION (hereinafter called the "TENANT").
WITNESSETH
FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid
by each of the parties to the other, and other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, Landlord does hereby
lease and let unto Tenant, and Tenant does hereby hire, lease and take from
Landlord, that area outlines in red on Exhibit A-1 attached hereto, and by this
reference incorporate herein, and described as THE ENTIRE FIRST AND SECOND
FLOORS, containing approximately 30,757 RENTABLE square feet, (hereinafter
called the "PREMISES") of the TWO STORY building located at 0000 XXXXX XXXXXXXXX
(hereinafter called the "BUILDING") in the City of EDINA, County of HENNEPIN,
State of Minnesota. The term Building as it is used herein shall consist of the
land and building(s) set forth in Exhibit A-2 hereto.
ARTICLE 1 - TERM
To have and to hold said Premises for a term, commencing FEBRUARY 15,
1999 and terminating FEBRUARY 28, 2002, (hereinafter called the "TERM") upon the
rentals and subject to the conditions set forth in this Lease Agreement, and the
Exhibits attached hereto. The commencement and termination dates are
specifically subject to the provisions of Article 5 hereof.
ARTICLE 2 - USE
The Premises shall be used by the Tenant solely for the following
purposes: General Office Purposes
ARTICLE 3 - RENTALS
Tenant agrees to pay to Landlord as minimum rental (hereinafter called
"MINIMUM RENTAL") for the Premises, without notice set-off of demand, the sum of
$6,500.00 FOR THE PERIOD FEBRUARY 15 THROUGH FEBRUARY 28, 1999; $13,001.00 FOR
THE MONTHS OF MARCH AND APRIL, 1999; $19,316.00 FOR THE MONTH OF MAY, 1999;
$25,631.00 FOR THE MONTHS OF JUNE, 1999 THROUGH FEBRUARY, 2001; AND $28,194.00
FOR THE MONTHS OF MARCH, 2001 THROUGH THE END OF THE TERM to be due and payable
by Tenant in advance on the first day of each calendar month during the Term of
this Lease Agreement, or any extension or renewal thereof, at the office of
Landlord set forth in the preamble to this Lease Agreement or at such other
place as Landlord may designate. In the event the Term commences other than of
February 15, 1999 pursuant to Article 5, below, Tenant shall pay for each day
for the balance of February a rental equal to 1/15th of the amount set forth
above for February 1999. Tenant agrees to pay, as Additional Rent, which shall
be collectible to the same extent as Minimum Rental, all amounts which may
become due to Landlord hereunder and any tax, charge or fee that may be levied,
assessed or imposed upon or measured by the rents reserved hereunder (but
excluding any income, inheritance or estate taxes)
by any governmental authority acting under any present or future law before any
fine, penalty, interest or costs may be added thereto for non-payment, Pursuant
to Article 6 hereof, Landlord's estimated Operating Expenses for 1999, are $5.70
per square foot and estimated Real Estate Taxes payable in 1999, are $3.59 per
square foot.
ARTICLE 4 - CONSTRUCTION
Except for the "Landlord's Work" and "Tenant's Work" as described on
Exhibit A-3, Tenant agrees to take the Premises in its current "AS-IS" condition
without any modifications, refurbishing or allowances to be provided to Tenant.
Any improvements to the Premises, other than Landlord's Work as set forth in
Exhibit A-3 and the furnishing of the Premises, shall be made by Tenant at the
sole cost and expense of Tenant, subject to all other provisions of this Lease
Agreement, including compliance with all applicable governmental laws,
ordinances and regulations. Tenant specifically acknowledges that the Premises
contains certain furniture, fixtures, equipment and personal property belonging
to a former tenant of the Building, Norstan, Inc. ("NORSTAN") for which Tenant
is making direct arrangements with Norstan.
ARTICLE 5 - POSSESSION
Landlord shall deliver possession of the Premises on or before the date
hereinabove specified for commencement of the Term, but delivery of possession
prior to such commencement date shall not affect the expiration date of this
Lease Agreement. Subject to Tenant's complying with all of the provisions of
this Lease Agreement (other than the payment of rentals, but specifically
including all insurance requirements hereof); Landlord shall provide Tenant
access to the Premises on and after the complete execution and delivery of this
Lease Agreement by both parties (the "Execution Date") solely to allow Tenant to
install its equipment and other personal property, to perform the Tenant's Work
(as defined above) and to accommodate Tenant's business set-up ("Early
Move-In"); provided such Early Move-In shall not violate any city of Edina
ordinances, or requirements of either Landlord's or Tenant's insurance policies.
The Early Move-In period shall end and the Term shall commence on February 15,
1999; provided however, if the Execution Date is subsequently to February 1,
1999, the Early Move-In period shall continue for two weeks and the commencement
of the Term shall be postponed until the end of the Early Move-In period, but
the Expiration of the Term shall remain unchanged. Time required for
construction delays due to material shortages, strikes, etc. shall not delay the
commencement of the Term, it being acknowledged and understood by Tenant that
the Landlord's Work and the Tenant's Work will each be completed as
expeditiously as possible and within the standard of the construction industry,
but such Work is to be performed during the Early Move-In and if not completed,
then during the first month of the Term, but without set-off, abatement or
reduction in the rentals payable hereunder. To the extent Landlord's Work is not
completed prior to the commencement of the Term, Tenant hereby grants Landlord
the right and license to enter the Premises for purposes of completing the
Landlord's Work. The rentals herein reserved shall commence on the first day of
the Term. Prior to the commencement of the Term, Landlord shall have no
responsibility or liability for loss or damage to fixtures, facilities or
equipment installed or left on the Premises, by Tenant. By occupying the
Premises as a Tenant, or to install fixtures, facilities or equipment, or to
perform finishing work, Tenant shall be conclusively deemed to have accepted the
same and to have acknowledged that the Premises are in the condition required by
this Lease Agreement, except items which are not
2
in compliance with Exhibit A-3 and for which Tenant has given Landlord a written
"punch list" within thirty (30) days of the later of Tenant's first occupancy of
the Premises or Landlord's completion of the Landlord's Work. Immediately after
completion of Landlord's Work Landlord and Tenant shall execute a ratification
agreement which shall set forth the final commencement and termination dates for
the Term and shall acknowledge delivery of the Premises in the condition
required by this Lease Agreement.
ARTICLE 6 - TENANT'S PRO RATA SHARE OF REAL ESTATE TAXES AND OPERATING EXPENSES
A. During each full or partial calendar year during the Term of
this Lease Agreement, Tenant shall pay to Landlord, as Additional Rental, an
amount equal to the Real Estate Taxes and Operating Expenses (both as
hereinafter defined) per square foot of rentable area in the Building multiplied
by the number of square feet of rentable area in the Premises prorated for the
period that Tenant occupied the Premises. Notwithstanding the preceding
sentence, for the period of February 15, 1999 through May 15, 1999 Tenant's
share of the pro rata share of Operating Expenses and Real Estate Taxes shall be
calculated as if the Premises contained only 15,601 rentable square feet of
area. Tenant acknowledges after May 15, 1999 that Tenant's share of Real Estate
Taxes and Operating Expenses shall be 100% as the rentable square feet in the
Premises and the Building are the same.
B. Landlord shall, each year during the Term of this Lease
Agreement, give Tenant an estimate of Operating Expenses and Real Estate Taxes
payable per square foot of rentable area for the coming calendar year. Tenant
shall pay, as Additional Rental, along with its monthly Minimum Rental payments
required hereunder, one-twelfth (1/12) of such estimated Operating Expenses and
Real Estate Taxes and such Additional Rental shall be payable until subsequently
adjusted for the following year pursuant to this Article.
C. As soon as possible after the expiration of each calendar year
(and no later than March 31), Landlord shall determine and certify to Tenant the
actual Operating Expenses and Real Estate Taxes for the previous year per square
foot of rentable area in the Building and the amount applicable to the Premises.
If such statement shows that Tenant's share of Operating Expenses and Real
Estate Taxes exceeds Tenant's estimated monthly payments for the previous
calendar year, then Tenant shall, within twenty (20) days after receiving
Landlord's certification, pay such deficiency to Landlord. In the event of an
overpayment by Tenant, such overpayment shall be refunded to Tenant, at the time
of certification, in the form of an adjustment in the Additional Rental next
coming due, or if at the end of the Term by a refund.
D. For the purposes of this Article, the term "REAL ESTATE TAXES"
means the total of all taxes, fees, charges and assessments, general and
special, ordinary and extraordinary, foreseen or unforeseen, which become due or
payable upon the Building. All costs and expenses incurred by Landlord during
negotiations for or contests of the amount of Real Estate Taxes shall be
included within the term "Real Estate Taxes." For purposes of this Article, the
term "OPERATING EXPENSES" shall be deemed to mean all costs and expenses
directly related to the Building incurred by Landlord in the repair, operation,
management and maintenance of the Building including interior and exterior and
common area maintenance, management fees (which shall not exceed 5% of all
annual Minimum and Additional rentals), cleaning expenses, energy
3
expenses, insurance premiums, and the amortization (together with an interest
rate equal to 2% per annum plus the prime or reference rate of interest as then
existing at US Bank National Association as existing at the time of said
expenditure) of capital investments made to reduce operating costs or that are
necessary due to governmental requirements, all in accordance with generally
accepted accounting principles. Operating Expenses shall not include the
following expenses: (1) financing charges (except to the extent allowable as
part of amortization of capital expenses as allowable above); (2) original
construction costs and development costs; (3) costs related to the removal of
hazardous substances from the property (other than light bulbs and other
customary maintenance items); (4) costs of changes to the Building or the
Premises required by any law, statute, ordinance, rule or directive; and not
made necessary by any unusual activity of Tenant or Tenant's particular business
operations in the Premises (except to the extent allowable as part of
amortization of capital expenses as allowable above); (5) costs of employees of
Landlord above, property manager, or who are not directly performing services at
or for the Building, including payroll, workers' compensation insurance, and
other benefits; (6) depreciation; (7) ground leases or easements; (8) capital
costs which are normally capitalized rather than expensed under generally
accepted accounting principles utilized for real estate (except to the extent
allowable as part of amortization of capital expenses as allowable above); (9)
damage by other tenants or Landlord; (10) leasing costs; (11) costs of
improvements to rentable areas: (12) costs of bad debt or rent loss; (13) any
item of costs which represents an amount to an affiliate of Landlord to the
extent the same is in excess of the cost of said item or service in an
arms-length transaction; (14) costs incurred as a result of Landlord's
negligence; (15) costs reimbursed by insurance or otherwise; and (16) interest
(except to the extent allowable as part of amortization of capital expenses as
allowable above) and penalties.
E. Landlord may at any time designate a fiscal year in lieu of a
calendar year and in such event, at the time of such a change, there may be a
billing for the fiscal year which is less than 12 calendar months.
F. Landlord reserves, and Tenant hereby assigns to Landlord, the
sole and exclusive right to contest, protest, petition for review, or otherwise
seek a reduction in the Real Estate Taxes; provided however, Landlord will
contest such taxes if Tenant so requests not less than 30 days prior to such
contest petition being due, unless Landlord in the exercise of its reasonable
business judgement believes there is a significant risk that doing so would
either result in increased taxes or otherwise would materially adversely effect
Landlord.
ARTICLE 7 - UTILITIES AND SERVICE
A. Landlord agrees to furnish water, electricity, elevator
service, and janitorial service, the extent of such janitorial services shall be
at a level as reasonably requested by Tenant. Landlord shall provide snow
removal services to the parking areas of the Building to the same ectent as it
supplies such services to the other building in the Metro Place Complex.
B. Landlord agrees to furnish heat during the usual heating
season and air conditioning during the usual air conditioning season, all during
normal business hours as defined in this Lease Agreement and at such
temperatures as Tenant shall reasonably request, subject to the capacities of
the existing HVAC system of the Building and any applicable laws and ordinances.
4
C. No temporary interruption or failure of such services
incidental to the making of repairs, alterations or improvements, or due to
accidents or strike or conditions or events not under Landlord's control, shall
be deemed as an eviction of the Tenant or relive the Tenant from any of the
Tenant's obligations hereunder.
D. For the purposes of this Article 7, normal business hours
shall be deemed to mean the period of time which Tenant specifies from time to
time to Landlord with seven (7) days written notice.
E. If, for any reason, there is a failure, stoppage, interruption
or reduction in the furnishing of any facilities, utilities or services which
Landlord is to provide to the Premises or to Tenant pursuant to the terms of
this Lease Agreement in excess 5 consecutive business days and any stoppage,
interruption or reduction renders any portion of the Premises untenantable, or
impairs Tenant's access to the Premises or any portion thereof or its right to
use and occupy the Premises in excess of 5 days (an "ABATEMENT EVENT"), then,
provided that Tenant shall not use or occupy that portion of the Premises for
the normal conduct of its business during such period of untenantability, the
Minimum Rental under Article 3 and Additional Rent under Article 6 payable with
respect to such portions of the Premises shall be abated or reduced, as the case
may be, in the proportion that the untenantable and unoccupied rentable area of
the Premises bears to the total rentable area of the Premises on a day-by-day
basis, for each day that Tenant shall not use or occupy the Premises, or such
portion thereof, for the normal doncut of Tenant's business during the period of
untentability and terminating on the date that such portion of the Premises
shall become tenantable again or Tenant commences to use or occupy the Premises
or such portion thereof for the normal conduct of Tenant's business.
ARTICLE 8 - NON-LIABILITY OF LANDLORD
Except in the event of negligence of Landlord, its agents, employees or
contractors, Landlord shall not be liable for any loss or damage for failure to
furnish heat, air conditioning, electricity, elevator service, water, sprinkler
system or janitorial service. Landlord shall not be liable for personal injury,
death or any damage from any cause about the Premises or the Building except if
caused by Landlord's gross negligence.
ARTICLE 9 - CARE OF PREMISES
A. Tenant agrees:
1. To keep the Premises in as good condition and repair as
they were in at the time Tenant took possession of same, reasonable
wear and tear and damage from Landlord's negligence, Landlord repairs,
fire and other casualty for which insurance is normally procured by
Landlords of similar buildings in the Minneapolis suburban market area,
excepted:
2. To keep the Premises in a clean and sanitary condition, it
being acknowledged however, that Landlord shall be providing janitorial
services as part of Operating Expenses and that the extent of such
services shall be at a level as reasonably requested by Tenant;
5
3. Not to commit any nuisance or waste on the Premises,
overload the Premises or the electrical, water and/or plumbing
facilities in the Premises or Building, throw foreign substances in
plumbing facilities, or waste any of the utilities furnished by
Landlord;
4. To abide by such rules and regulations as may from time to
time be reasonably promulgated by Landlord to the extent such rules
apply to the Metro Place building complex and/or other users of
buildings in said complex;
B. If Tenant shall fail to keep and preserve the Premises in the
state of condition required by the provisions of this Article 9, the Landlord
may at its option put or cause the same to be put into the condition and state
of repair agreed upon, and in such case the Tenant, on demand, shall pay the
cost thereof. Anything herein contained to the contrary notwithstanding, Tenant
shall not have any obligation to repair or restore, or to return the Premises
free of, any damage or destruction of the nature covered by Article 16 or which
is to be repaired or maintained by Landlord pursuant to the provisions of this
Lease Agreement or which results from the failure of the Landlord to make any
repair or maintenance required of Landlord pursuant to the provisions of this
Lease.
ARTICLE 10 - NON-PERMITTED USE
A. Tenant agrees to use the Premises only for the purposes set
forth in Article 2 hereof. Tenant further agrees that neither itself nor anyone
under its control will commit or permit any act to be performed on the Premises
by itself or anyone under its control nor will Tenant or anyone under its
control commit or permit any omission to occur which shall increase the
insurance rates on the Building or which will be in violation of any insurance
policy carried on the Building by the Landlord. Landlord agrees that typical
office use as is customary in the Minneapolis suburban market shall not be
deemed in violation of the foregoing sentence. Tenant, at its expense, shall
comply with all governmental laws, ordinances, rules and regulations applicable
to the use of the Premises and its occupancy and shall promptly comply with all
governmental orders, rulings and directives for the correction, prevention and
abatement of any violation upon, or in connection with the Premises or Tenant's
use or occupancy of the Premises, including the making of any alterations or
improvements to the Premises, all at Tenant's sole cost and expense, provided
the same arises out of Tenant's specific use (as opposed general office
purposes). The Tenant shall not do or permit to be done in or about the Premises
anything which will be dangerous to life or limb.
B. Landlord represents that it was not the owner of the Building
during construction, but to Landlord's actual knowledge [which is not based upon
any outside investigation other than that certain Phase I Environmental Report
prepared in connection with Landlord's acquisition of the Building
("ENVIRONMENTAL REPORT"), a copy of which shall be made available to Tenant]
that the Building has no asbestos or asbestos containing materials ("ACM").
Landlord hereby covenants that if, at any time during the Term of the Lease
Agreement, as the same may be extended, "Hazardous Substances" are required to
be removed, encapsulated or otherwise remediated by any legal governmental
authority having jurisdiction over the Building, the presence for which Landlord
is the "responsible party" and Tenant is not a "responsible party" (as defined
by Environmental Laws) then Landlord shall so remediate the same as so required,
at
6
Landlord's sole cost and expense and not as a part of Operating Expenses.
Landlord agrees to indemnify and defend and hold Tenant harmless from and
against all fines, suites, claims, actions, damages, liabilities, costs and
expenses (including attorneys' fees) asserted by such governmental authorities
against Tenant arising out of or in any way connected with Landlord's failure to
comply with its obligations in the preceding sentence, which indemnification
shall survive the expiration or the termination of this Lease Agreement.
C. Landlord warrants and represents that Landlord has not
received any governmental orders, decrees, judgements or notices that the
Building, and its use for office purposes, is in violation of or is otherwise
not in compliance with any governmental laws, policies, ordinances and
regulations, including Title III off the Americans With Disabilities Act.
ARTICLE 11 - INSPECTION
The Landlord or its employees or agents shall have the right without
any diminution of rent or other charges payable hereunder by Tenant to enter the
Premises at all reasonable times, but (excepted in instances of an emergency
nature) only after prior notice of not less than 24 hours, for the purpose of
exhibiting the Premises to prospective tenants or purchasers, inspection,
cleaning, repairing, testing, altering or improving the same or said Building,
but nothing contained in this Article shall be construed so as to impose any
obligation on the Landlord to make any repairs, alterations or improvements.
Landlord shall use its good faith best efforts to avoid unnecessary interference
with Tenants' use and enjoyment of the Premises.
ARTICLE 12 - ALTERATIONS
Tenant will not make any alterations, repairs, additions or
improvements in or to the Premises costing more than $1,000.00 or add, disturb
or in any way change any plumbing, wiring, life/safety or mechanical systems,
locks, or structural components of the Building without the prior written
consent of the Landlord as to the Character of the alterations, additions or
improvements to be made, the manner of doing the work, and the contractor doing
the work. Such consent shall not be unreasonably withheld or delayed, if such
alterations, repairs, additions or improvements are required of Tenant or are
the obligation of Tenant pursuant to this Lease Agreement. All such work shall
comply with all applicable governmental laws, ordinances, rules and regulations.
The Landlord as a condition to said consent may require a reasonable escrow (not
to exceed 120% of the estimated costs) from the Tenant from said actions. Tenant
agrees to indemnify and hold Landlord free and harmless from any liability,
loss, cost, damage or expense (including attorney's fees) by reasons of any said
alteration, repairs, additions or improvements constructed by Tenant.
ARTICLE 13 - SIGNS
Tenant agrees that no signs or other advertising materials shall be
erected, attached or affixed to any portion of the interior or exterior of the
Premises or the Building without the express prior written consent of Landlord.
Subject to the approval of the City of Edina and the Written Consent of
Landlord, Tenant, at its costs, may remove the existing lettering on the
existing monument sign located at the west side of the Building and replace said
existing lettering with lettering identifying Tenant's name.
7
ARTICLE 14 - COMMON AREAS
A. Tenant areas that the use of all corridors, passageways,
elevators, toilet rooms, parking areas and landscaped area in and around said
Building, by the Tenant or Tenant's employees, visitors or invitees, shall be
subject to such rules and regulations as may from time to time be made by
Landlord for the safety, comfort and convenience of the owners, occupants,
tenants and invitees of said Building, to the extent such rules apply to the
Metro Place building complex and/or others users of buildings in said complex.
Tenant agrees that no awnings, curtains, drapes or shades shall be used upon the
Premises except as may be approved by Landlord.
B. In addition to the Premises, Tenant shall have the right of
non-exclusive use of: (a) in common with others, all unrestricted automobile
parking areas, driveways and walkways, and (b) in common with Landlord (in
connection with its maintenance, repair and other obligations and rights), of
all loading facilities, freight elevators and other facilities as may be
constructed in the Building, all to be subject to the terms and conditions of
this Lease Agreement and to reasonable rules and regulations for the use thereof
as prescribed from time to time by Landlord, to the extent such rules apply to
the Metro Place building complex and/or other users of buildings in said
complex.
C. Landlord shall have the right to make changes or revisions in
the site plan and in the Building so as to provide additional leasing area.
Landlord shall also have the right to construct additional buildings on the land
described on Exhibit A-2 for such purposes as Landlord may deem appropriate,
provided the same does not materially and detrimentally affect Tenant's use of
the Premises. Landlord also reserves all airspace rights above, below and to all
sides of the Premises, including the right to make changes, alterations or
provide additional leasing areas, provided the same does not materially and
detrimentally affect Tenant's access to the Premises. Landlord also reserves the
right to alter the parking areas, including the right to make changes,
alterations or provide additional or lesser parking areas; provided in no event
(whether as a result of such changes, alterations or as a result of
implementation of Landlord's rules and regulations) shall the number of parking
spaces available to Tenant at the Building be materially reduced below the
greater of; i) that currently available on the Land described on Exhibit A-2 or
ii) that which is allowable by the ordinances of the City of Edina.
D. Landlord and Tenant agree that Landlord will not be
responsible for any loss, theft or damage to vehicles, or the contents thereof,
parked or left in the parking areas of the Building and Tenant agrees to so
advise its employees who may use such parking areas. Tenant further agrees not
to use or permit its employees, visitors or invitees to use the parking areas
for overnight storage of vehicles for overnight storage of vehicles, provided,
however, that nothing herein shall prohibit employees from parking cars
overnight in Landlord-designated areas when traveling out of town on business.
ARTICLE 15 - ASSIGNMENT AND SUBLETTING
A. Tenant agrees not to assign, sublet, license, mortgage or
encumber this Lease Agreement, the Premises, or any part thereof, whether by
voluntary act, operation of law, or otherwise, without the specific prior
written consent of Landlord in each instance; provided
8
however, Landlord agrees not to unreasonably withhold, delay or deny such
consent if: i) such assignment or sublease is in writing and the assignee or
sublease assumes all the obligations of Tenant under this Lease Agreement; ii)
the proposed subtenant or assignee has a net worth of One Million Dollars
(1,000,000) or more at the time of such assignment or subletting; iii) the
remaining provisions of this Lease Agreement continue to be applicable; and iv)
Tenant shall remain liable hereunder. Landlord's consent shall not be required,
however, to an assignment of this Lease Agreement or Sublease of the Premises to
an "Affiliate" of Tenant or to any entity into or with which Tenant is merged or
to the purchaser of all or substantially all the ownership interests or assets
of Tenant; provided ten (10) days prior written notice is provided to Landlord
and the survivor or transferee continues to operate the business of Tenant as a
going concern. For purposes hereof, an Affiliate shall mean any party that is
"related to" Tenant as that term is defined by Sec. 267(b) of the Internal
Revenue Code of 1986. If Tenant is a corporation or a partnership, transfer of a
controlling interest of Tenant shall be considered an assignment of this Lease
Agreement for purposes of this Article. Consent by Landlord in one such instance
shall not be a waiver of Landlord's rights under this Article as to requiring
consent for any subsequent instance. In the event Tenant desires to sublet a
part or all of the Premises, or assign this Lease Agreement, Tenant shall give
written notice to Landlord at least thirty (30) days prior to the proposed
subletting or assignment, which notice shall state the name of the proposed
subtenant or assignee, the terms of any sublease or assignment documents and
copies of financial reports or other relevant financial information of the
proposed subtenant or assignee. At Landlord's option, any and all payments by
the proposed assignee or sublessee with respect to the assignment or sublease
shall be paid directly to Landlord and applied to Tenant's obligation under this
Lease Agreement. In any event no subletting or assignment shall release Tenant
of its obligation to pay the rent and to perform all other obligations to be
performed by Tenant hereunder for the Term of this Lease agreement. The
acceptance of rent by Landlord from any other person shall not be deemed to be a
waiver by Landlord of any provision hereof, - Landlord agrees that subleases of
25% or less of the Premises to entities which are engaged in a joint venture,
partnership or similar business arrangement with Tenant, shall not require
Landlord's consent, so long as prior notice and copies of such subleases have
been given to Landlord.
B. Landlord's right to assign this Lease Agreement is and shall
remain unqualified upon any sale or transfer of the Building and, providing the
purchaser succeeds to the interests of Landlord under this Lease Agreement and
agrees to be bound hereby, Landlord shall thereupon be entirely freed of all
obligations of the Landlord hereunder for the period following such sale and
transfer and shall not be subject to any liability resulting from any act or
omission or event occurring after such conveyance.
ARTICLE 16 - LOSS BY CASUALTY
If the Building is materially damaged or destroyed by fire or other
casualty, the Landlord shall have the right to terminate this Lease Agreement,
provided it gives written notice thereof to the Tenant within ninety (90) days
after such damage or destruction. "Materially damaged" shall be defined to mean
the costs to restore such damage is equal or greater than 25% of the value of
the Building. If a portion of the Premises is damaged by fire or other casualty,
and Landlord does not elect to terminate this Lease Agreement, the Landlord
shall, at its expense, restore the Premises to as near the condition which
existed immediately prior to such damage or destruction, as reasonably possible,
and the rentals shall xxxxx during such period of time as the Premises are
9
untenantable, in the proportion that the untenantable portion of the Premises
bears to the entire Premises. Landlord, within said ninety (90) day period,
shall give a notice to Tenant that Landlord shall repair, restore or
rehabilitate the Building and/or the Premises or that Landlord shall terminate
the Lease Agreement. This notice shall contain an estimate of the date by which
the Premises can be substantially repaired or, if applicable, the date of the
termination of the Lease Agreement, which shall be no less than ten (10) days
after the date of the giving of the notice. If the estimated date of repair is
not more than one hundred eighty (180) days after the date of the giving of said
notice, then Landlord shall promptly commence and thereafter diligently continue
said repair. If the estimated date is more than one hundred eighty (180) after
said date, then Tenant may, by a written notice given within fourteen (14) days
after receipt of such notice, terminate this Lease Agreement as of the date
specified in the termination notice which shall be no less than ten (10) days
after the date of the giving of the notice. If neither Landlord nor Tenant
terminates the Lease Agreement, then Landlord shall promptly commence and
thereafter diligently complete said repairs. In either of said cases, if
Landlord has not substantially repaired the Premises by the date specified in
Landlord's notice (the applicable period may be extended for up to sixty (60)
days by fire or other casualty, strikes, lockouts, or other labor difficulties,
unavailability of materials or any other cause beyond the reasonable control of
Landlord) then Tenant may, within fifteen (15) days after the expiration of the
applicable period (as may be extended), terminate this Lease Agreement by
written notice specifying a termination date which shall not be earlier than ten
(10) days after the date of the giving of such notice and unless Landlord shall
have substantially repaired the Premises before said termination date, this
lease Agreement shall terminate as of said date.
ARTICLE 17 - WAIVER OF SUBROGATION
Landlord and Tenant each hereby waive all claims (including all claims
by way of subrogation) against the other and the other's employees, officers,
directors, successors and assigns for any and all loss, damage or destruction to
real or personal property, including without limitation, any loss, damage or
destruction to the Premises, the Building and any property of Tenant at any time
in or around the Premises where such loss, damage or destruction results from a
cause which is, in fact, covered by insurance maintained by the waiving party or
which is of the nature that can be insured by standard fire and extended
coverage, or all-risk insurance coverage, whether or not such loss, damage or
destruction is actually so covered and whether or not such loss, damage or
destruction is due to the act or negligence of Landlord, Tenant or any other
person or entity. The provisions of the immediately preceding sentence shall
supercede, take precedence over and control each and every other provision
contained in this Lease Agreement and shall be given full force and effect
notwithstanding any other provision contained in this Lease Agreement.
ARTICLE 18 - EMINENT DOMAIN
If the entire Building is taken by eminent domain, this lease Agreement
shall automatically terminate as of the date of taking. If a portion of the
Building is taken by eminent domain, the Landlord shall have the right to
terminate this lease Agreement, provided it gives written notice therefore to
the Tenant within thirty (30) days after the date of taking. If a portion of the
Premises is taken by eminent domain and this lease Agreement is not terminated
by Landlord, or if parking is taken such that the remaining parking would not
comply with the City
10
of Edina's ordinances, or if all material access to the Building is taken, then
in any of such events Tenant shall have the right to terminate this Lease
Agreement, provided it gives written notice thereof to the Landlord within
thirty (30) days after the date of taking. If this Lease Agreement is not
terminated by either Landlord or Tenant, then the Landlord shall, at its
expense, restore the Premises to as near the condition which existed immediately
prior to the date of taking as reasonably possible, and the rentals shall xxxxx
during such period of time as the Premises are untenantable, in the proportion
that the untenantable portion of the Premises bears to the entire Premises. All
damages awarded for such taking under the power of eminent domain shall belong
to and be the sole property of Landlord, irrespective of the basis upon which
they are awarded, provided, however, that nothing contained herein shall prevent
Tenant from making a separate claim to the condemning authority for its moving
expenses and trade fixtures. For purposes of this Article, a taking by eminent
domain shall include Landlord's giving of a deed under threat of condemnation.
ARTICLE 19 - SURRENDER
On the last day of the Term of this Lease Agreement or on the sooner
termination thereof in accordance with the terms hereof, Tenant shall peaceably
surrender the Premises in good condition and repair consistent with Tenant's
duty to make repairs as provided in Article 9 hereof. On or before said last
day, Tenant shall at its expense remove all of its equipment from the Premises,
repairing any damage caused thereby, and any property not removed shall be
deemed abandoned. All alterations, additions and fixtures other than Tenant's
trade fixtures, which have been made or installed by either Landlord or Tenant
upon the Premises shall remain as Landlord's property and shall be surrendered
with the Premises as a part thereof. It is specifically agreed that any and all
telephonic, coaxial, ethernet, or other computer, word-processing, facsimile, or
electronic wiring installed within the Premises (hereafter "WIRING") shall be
surrendered with the Premises as Landlord's property. If the Premises are not
surrendered at the end of the Term or the sooner termination thereof, Tenant
shall indemnify Landlord against loss or liability resulting from delay by
Tenant in so surrendering the Premises, including, without limitation, claims
made by any succeeding tenant founded on such delay. Tenant shall promptly
surrender all keys for the Premises to Landlord at the place then fixed for
payment of rental and shall inform Landlord of combinations on any locks and
safes on the Premises.
ARTICLE 20 - NON-PAYMENT OF RENT, DEFAULTS
If any one or more of the following occurs: (1) a rent payment or any
other payment due from Tenant to Landlord shall be and remain unpaid in whole or
in part for more than ten (10) days after written notice that the same is due
and payable; (2) Tenant shall violate or default on any of the other covenants,
agreements, stipulations or conditions herein, or in any parking agreement(s) or
other agreements between Landlord and Tenant relating to the Premises, and such
violation or default shall continue for a period of thirty (30) days after
written notice from Landlord of such violation or default (or such longer
reasonable period if such violation necessarily requires a longer period in
which to cure and Tenant has commenced such cure within said thirty (30) day
period and continuously and diligently prosecutes such cure activities until
finally cured) or (3) if Tenant shall commence or have commenced against Tenant
proceedings under a bankruptcy, receivership, insolvency or similar type of
action; then it shall
11
be optional for Landlord, without further notice or demand, to cure such default
or to declare this Lease Agreement forfeited and the said Term ended, or to
terminate only Tenant's right ot possession of the Premises, and to re-enter the
Premises, with or without process of law, using such force as may be necessary
to remove all persons or chattels therefrom, and Landlord shall not be liable
for damages by reason of such re-entry or forfeiture; but notwithstanding
re-entry by Landlord or termination only of Tenant's right to possession of the
Premises, the liability of Tenant for the rent and all other sums provided
herein shall not be relinquished or extinguished for the balance of the Term of
this Lease Agreement and Landlord shall be entitled to periodically xxx Tenant
for all sums due under this Lease Agreement or which become due prior to
judgement, subject to credit for rents actually received from reletting the
Premises, but such suit shall not bar subsequent suits for any further sums
coming due thereafter. Tenant shall be responsible for, in addition to the
rentals and other sums agreed to be paid hereunder, the cost of any necessary
maintenance, repair, restoration, reletting (including related costs of removal
or modification of tenant improvements) or cure as well as reasonable attorney's
fees incurred or awarded in any suit or action instituted by Landlord to enforce
the provisions of this Lease Agreement, regain possession of the Premises, or
the collection of the rentals due Landlord hereunder. Tenant shall also be
liable to Landlord for the payment of a late charge in the amount of 5% of the
rental installment or other sum due Landlord hereunder if said payment has not
been received within ten (10) days from written notice that said payment was due
and payable. Tenant agrees to pay interest at the highest permissible rate of
interest allowed under the usury statutes of the State of Minnesota, or in case
no such maximum rate of interest is provided, at the rate of 12% per annum, on
all rentals and other sums due Landlord hereunder not paid within ten (10) days
from the date same become due and payable. Each right or remedy of Landlord
provided for in this Lease Agreement shall be cumulative and shall be in
addition to every other right or remedy provided for in this Lease Agreement now
or hereafter existing at law of in equity or by statute or otherwise.
ARTICLE 21 - LANDLORD'S DEFAULT
Landlord shall not be deemed to be in default under this Lease
Agreement until Tenant has given Landlord written notice specifying the nature
of the default and Landlord does not cure such default within thirty (30) days
after receipt of such notice or within such reasonable time thereafter as may be
necessary to cure such default where such default is of such a character as to
reasonably require more than thirty (30) days to cure.
ARTICLE 22 - HOLDING OVER
Tenant will, at the expiration of this Lease Agreement, whether by
lapse of time or termination, give up immediate possession to Landlord. If
Tenant fails to give up possession, such holdover constitutes a tenancy at
sufferance such Minimum Rental shall be prorated on the basis of a 365 day year
for each day Tenant remains in possession); excepting further that no notices
shall be required prior to commencement of any legal action to gain repossession
of the Premises. Tenant shall also pay to Landlord all damages sustained by
Landlord resulting from retention of possession by Tenant. The provisions of
this paragraph shall not constitute a waiver by Landlord of any right of
re-entry as otherwise available to Landlord; 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 Agreement for a breach by Tenant hereof.
12
ARTICLE 23 - SUBORDINATION
Tenant agrees that this Lease Agreement shall be subordinate to any
mortgage(s) that may now or hereafter be placed upon the Building or any part
thereof, and to any and all advances to be made thereunder, and to the interest
thereon, and all renewals, replacements, and extensions thereof, provided the
mortgagee named in such mortgage(s) shall agree to recognize this Lease
Agreement and not disturb the possession of the Premises hereunder by Tenant in
the event of foreclosure provided the Tenant is not in default. In confirmation
of such subordination, Tenant shall promptly execute and deliver any instrument,
in recordable form, as required by Landlord's mortgagee which agreement shall
contain the non-disturbance provisions provided above. In the event of any
mortgagee electing to have the Lease Agreement a prior encumbrance to its
mortgage, then and in such event upon such mortgagee notifying Tenant to that
effect, this Lease Agreement shall be deemed prior in encumbrance to the said
mortgage, whether this Lease Agreement is dated prior to or subsequent to the
date of said mortgage.
ARTICLE 24 - INDEMNITY, INSURANCE AND SECURITY
A. Tenant will keep in force at its own expense for so long as
this Lease Agreement remains in effect public liability insurance with respect
to the Premises in which Landlord shall be named as an additional insured, in
companies and in form acceptable to Landlord with a minimum combined limit of
liability of Two Million Dollars ($2,000,000.00). Said insurance shall also
provide for contractual liability coverage by endorsement. Tenant shall further
provide for business interruption insurance to cover a period of not less than
six (6) months. Tenant will further deposit with Landlord the policy or policies
of such insurance or certificates thereof, or other acceptable evidence that
such insurance is in effect, which evidence shall provide that Landlord shall be
notified in writing thirty (30) days prior to cancellation, material change, or
failure to renew the insurance. Tenant further covenants and agrees to indemnify
and hold Landlord and Landlord's manager of the Building harmless for any claim,
loss or damage, including reasonable attorney's fees, suffered by Landlord or
Landlord's manager caused by: i) any act or omission by Tenant, Tenant's
employees or anyone claiming through or by Tenant in, at, or around the Premises
of the Building; ii) the conduct or management of any work or thing whatsoever
done by Tenant in or about the Premises; or iii) Tenant's failure to comply with
any and all governmental laws, rules, ordinances or regulations applicable to
the use of the Premises and its occupancy, provided the same arises out of
Tenant's specific use (as opposed to general office purposes). If Tenant shall
not comply with its covenants made in this Article 24, Landlord may, at its
option, cause insurance as aforesaid to be issued and in such event Tenant
agrees to pay the premium for such insurance promptly upon Landlord's demand.
B. Tenant shall be responsible for all property of Tenant, its
employees, invitees and agents which is kept, stored or maintained in the
Premises, Landlord will make available to Tenant, at Tenant's request, the plans
and specifications for construction of the Building and the Premises. Tenant
represents that it is satisfied with the security of said Building and Premises
for the protection of any property which may be owned, held, stored or otherwise
caused or permitted by Tenant to be present upon the Premises. The placement and
sufficiency of all safes, vaults, cash or security drawers, cabinets or the like
placed upon the Premises by Tenant shall be at the sole responsibility and risk
of Tenant. Tenant shall maintain in force throughout the Term, insurance upon
all contents of the Premises, including that owned by others and Tenant's
13
equipment and any alterations, additions, fixtures, or improvements in the
Premises acknowledged by Landlord to be the Tenant's.
C. Landlord shall carry and cause to be in full force and effect
a fire and extended coverage insurance policy on the Building, but not contents
owned, leased or otherwise in possession of Tenant. The cost of such insurance
shall be an Operating Expense.
ARTICLE 25 - NOTICES
All notices from Tenant to Landlord required or permitted by any
provisions of this Lease Agreement shall be directed to Landlord postage
prepaid, certified or registered mail, at the address provided for Landlord in
the preamble to this Lease Agreement or at such other address as Tenant shall be
advised, in writing, to use by Landlord. All notices from Landlord to Tenant
required or permitted by any provision of this Lease Agreement shall be directed
to Tenant, postage prepaid, certified or registered mail, at the Premises and at
the address, if any, set forth after Tenant's signature line of this Lease
Agreement. Landlord and Tenant shall each have the right at any time and from
time to time to designate one (1) additional party to whom copies of any notice
shall be sent.
ARTICLE 26 - APPLICABLE LAW
This Lease Agreement shall be construed under laws of the State of
Minnesota.
ARTICLE 27 - MECHANICS' LIEN
In the event any mechanic's lien shall at any time be filed against the
Premises or any part of the Building by reason to work, labor, services or
materials performed or furnished to Tenant or to anyone holding the Premises
through or under Tenant, Tenant shall forthwith cause the same to be discharged
of record. If Tenant shall fail to cause such lien forthwith to be discharged
within forty-five (45) days after being notified of the filing thereof, then, in
addition to any other right or remedy of Landlord, Landlord may, but shall not
be obligated to, discharge the same by paying the amount claimed to be due, or
by bonding, and the amount so paid by Landlord and all costs and expenses,
including reasonable attorney's fees incurred by Landlord in procuring the
discharge of such lien, shall be due and payable in full by Tenant to Landlord
on demand. Landlord acknowledges that this Article 27 shall not be applicable to
the initial improvements to be constructed within the Premises prior to the
commencement of the Term, pursuant to Exhibit A-3 of this Lease Agreement, to
the extent being constructed by Landlord. Landlord agrees, so long as Tenant is
not otherwise in default, that any mechanic's lien filed against the Building
(for which Tenant is responsible) may remain of record, if Tenant contests the
same by legal action in Hennepin County District Court and if Tenant posts
security (in a form reasonably acceptable to Landlord) with Landlord in an
amount of not less than 150% of the amount of the lien; provided Landlord may
revoke Tenant's right to not remove such lien of record if Landlord sells,
conveys or refinances the Building, by giving Tenant 30 days written notice that
it must remove such lien of record.
ARTICLE 28 - EARLY TERMINATION RIGHT
14
A. Tenant shall have the right to notify Landlord; i) on or
before June 1, 2000, that it elects to terminate this Lease as of September 1,
2000, or ii) on or before December 1, 2000, that it elects to terminate this
lease as of march 1, 2001, or iii) on or before June 1, 2001, that it elects to
terminate this Lease as of September 1, 2001, subject to and conditioned upon
the following conditions:
1. Tenant shall give Landlord the written notice of Tenant's
intention to terminate this Leas ("TERMINATION NOTICE") not less than three (3)
months prior to the proposed termination date ("TERMINATION DATE"), as set forth
above, time being of the essence;
2. Tenant must accompany said Termination Notice with a
"TERMINATION FEE", which shall be equal to : I) $180,000.00 if the
Termination Notice is given on or before June 1, 2000; ii) $130,000.00
if the Termination Notice is given on or before December 1, 2000; and
iii) $75,000.00 if the Termination Notice is given on or before June 1,
2001:
B. The rights provided to Tenant under this Article are personal
to Tenant and shall expire automatically if Tenant assigns this Lease or
subleases all or any portion of the Premises.
C. No termination of the Lease Agreement pursuant to this Article
shall relieve Tenant of any obligations which have accrued or which arose prior
to the Termination Date.
ARTICLE 29 - BROKERAGE
Each of the parties represents and warrants that there are no
claims for brokerage commissions or finder's fees in connection with this Lease
Agreement, except as set forth below, and agrees to indemnify the other against,
and hold it harmless from all liabilities arising from any such claim, including
without limitation the cost of attorney's fees in connection therewith. Landlord
has agreed to pay a commission in connection with this Lease in an amount not to
exceed $138,406.50 ($4.50 per rentable square foot), which shall be shared
equally between Landlord's agent, United Properties Brokerage LLC ("UP"), and
Tenant's agent, Xxxxx & Xxxxx ("G&E"). Landlord shall pay such commission as
follows: $34,601.63 shall be paid to each of UP and G&E upon full execution of
this Lease Agreement and payment of the Security Deposit by Tenant to Landlord;
then on each of June 5, 2000, December 5, 2000 and June 5, 2001 Landlord shall
pay to each of UP and G&E $11,533.87, but said sums shall be paid on said dates
if and only if Tenant has not given to Landlord a Termination Notice under
Article 28 prior to said payment dates. Notwithstanding anything else contained
in this Lease Agreement to the contrary, if Tenant gives a Termination Notice to
Landlord under Article 28, then Landlord shall not be obligated to make any
further commission or other payments to either UP or G&E.
ARTICLE 30 - SECURITY DEPOSIT
Upon the execution hereof, Tenant agrees to pay Landlord an amount
equal to $50,000.00 which shall be a Security Deposit to guarantee the payment
of rent and the performance by tenant of all the terms of this Lease Agreement.
All such amounts held as a security deposit shall be held in an interest bearing
account, provided Tenant provides to Landlord the appropriate IRS W-9 forms.
Upon the occurrence of any default hereunder by Tenant, Landlord may use said
Security Deposit, together with any interest accrued thereon, to the extent
necessary to cure such
15
default, whether rent or otherwise. Any remaining balance of said Security
Deposit, together with any interest accrued thereon, shall be returned to Tenant
upon compliance with the terms hereof and acceptance of the vacated Premises by
Landlord. Tenant understands that its potential liability under this Lease
Agreement is not limited to the amount of the Security Deposit. Use of such
Security Deposit by Landlord shall not constitute a waiver, but is in addition
to other remedies available to Landlord under this Lease Agreement and under
law. Upon the use of all or any part of the Security Deposit to cure any default
of Tenant, Tenant shall forthwith deposit with Landord the amoung to Security
Deposit so used.
ARTICLE 31 - ESTOPPEL CERTIFICATES
Each party hereto agree that at any time, and from time to time during
the Term of this Lease Agreement (but not more often than twice in each calendar
year), within ten (10) days after request by the other party hereto, it will
execute, acknowledge and deliver to such other party or to any prospective
purchaser, assignee or mortgagee designated by such other party, an estoppel
certificate in a form acceptable to the requesting party. Tenant agrees to
provide Landlord (but not more often than twice in any calendar year), within
ten (10) days of request, the then most current financial statements of Tenant
and any guarantors of this Lease Agreement, which shall be certified by Tenant,
and if Tenant has otherwise so prepared, shall be audited and certified by a
financial statements to existing or prospective mortgagees or purchasers of the
Building.
ARTICLE 32 - GENERAL
This Lease Agreement does not create the relationship of principal and
agent or of partnership or of joint venture or of any association between
Landlord and Tenant, the sole relationship between Landlord and Tenant being
that of landlord and tenant. 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. The covenants of Tenant
to pay the Minimum Rental and the Additional Rental are each independent of any
other covenant, condition or provision contained in this Lease Agreement. The
marginal or topical headings of the several Articles, paragraphs and clauses are
for convenience only and do not define, limit or construe the contents of such
Articles, paragraphs or clauses. All preliminary negotiations are merged into
and incorporated in this Lease Agreement. This Lease Agreement can only be
modified or amended by an agreement in writing signed by the parties hereto. All
provisions hereof shall be binding upon the heirs, successors and assigns of
each party hereto. If any term or provision of this Lease Agreement shall to any
extent be held invalid or unenforceable, the remainder shall not be affected
thereby, and each other term and provision of this Lease Agreement shall be
valid and be enforced to the fullest extent permitted by law. If Tenant is a
corporation, each individual executing this Lease Agreement on behalf of said
corporation represents and warrants that he is duly authorized to execute and
deliver this Lease Agreement on behalf of said corporation in accordance with a
duly adopted resolution of the Board of Directors of said corporation or in
accordance with the Bylaws of said corporation, and that this Lease Agreement is
binding upon said corporation in accordance with its terms. No receipt or
acceptance by Landlord from tenant of less than the monthly rent herein
stipulated shall be deemed to be other than a partial payment
16
on account for any due and unpaid stipulated rent; no endorsement or statement
of any check or any letter of rather writing accompanying any check or payment
of rent to Landlord shall be deemed an accord and satisfaction, and Landlord may
accept and negotiate such check or payment without prejudice to Landlord's
rights (I) recover the remaining balance of such unpaid rent or (ii) pursue any
other remedy provided in this Lease Agreement. (Neither party shall record this
Lease Agreement or any memorandum thereof, and any such recordation shall be a
breach of this Lease Agreement void, and with effect.) Time is of the essence
with respect to the due performance of the terms, covenants and conditions
herein contained. Submission of this instrument for examination does not
constitute a reservation of or option for the Premises, and this Lease Agreement
shall become effective only upon execution and delivery thereof by Landlord and
Tenant.
ARTICLE 33 - EXCULPATION
Tenant agrees to look solely to Landlord's interest in the
Building for the recovery of any judgment from Landlord, it being agreed that
Landlord and Landlord's partners, whether general or limited (if Landlord is a
partnership) or its directors, governors, officers, managers, members or
shareholders (if Landlord is a limited liability company or corporation), shall
never be personally liable for any such judgment.
ARTICLE 34 - LANDLORD WAIVER
Landlord agrees to execute a landlord's Waiver in substantially the
forms attached hereto as Exhibit C-1, with Tenant's equipment lender.
IN WITNESS WHEREOF, this Lease agreement has been duly executed by the
parties hereto as of the day and year indicated above.
TENANT: RIT SYSTEMS, INC. LANDLORD: METROPOLIS GENERAL
PARTNERSHIP
BY: Regis Corporation, its general
partner
BY: By:
------------------------------------ ----------------------------------
Xxx Xxxxxx, Vice President Xxxxxxxxxxx X Xxx, Executive Vice
President
EXHIBITS
Exhibit A-1................Premises
Exhibit A-1................Legal Description for the Building and Metro Place
complex
Exhibit A-3................Landlord's Work, Tenant's Work and Carpeting
Allowance
Exhibit B-1................Description of Landlord's and Tenants Work
Exhibit C-1................Form of Landlord's Waiver
17
