EXHIBIT 10.2
LEASE
THIS INDENTURE of lease, entered into this 19th day of April, 1999, by and
between West Bloomington Center LLC, a Minnesota limited liability company
("Landlord") and MGI PHARMA, INC., a Minnesota corporation ("Tenant").
DEFINITIONS
"Property" - That certain real property located in the City of Bloomington,
County of Hennepin State of Minnesota, and legally described on Exhibit A
attached hereto and made a part hereof, including all buildings and site
improvements located thereon.
"Building" - That certain office/warehouse building containing approximately
80,714 square feet located upon the Property and commonly described as West
Bloomington Business Center, 0000 Xxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx.
"Demised Premises" - That certain portion of the Building designated as Bays 4
through 7, consisting of approximately 27,383 square feet (27,383 square feet
office and 0 square feet of warehouse space), as measured from the outside
surface of exterior walls of the Demised Premises to the center of the demising
wall, as shown on the floor plan attached hereto as Exhibit B and made a part
hereof. The Demised Premises include the non-exclusive right of access to common
areas, as hereinafter defined, and all licenses and easements appurtenant to the
Demised Premises.
Upon completion of construction of the Building and the Demised Premises,
Landlord agrees to provide to Tenant a certification by Landlord's architect of
the measurements of the Building and the Demised Premises, as constructed.
Tenant may have an independent architect remeasure the Building and Demised
Premises in accordance with the standard set forth above and provide a copy of
such calculations to Landlord within ninety (90) days of receipt of Landlord's
architect's certification. In the event of any changes in the square footages,
appropriate adjustments shall be made to Base Rent as set forth in Article 1 and
Tenant's percentage of Operating Expenses and Real Estate Taxes as set forth in
Article 2.
"Commencement Date" - Thirty (30) days following the Delivery Date which is
anticipated to be July 9, 1999.
"Common Areas" - The term "common area" means the entire areas available for the
non-exclusive use by Tenant and other tenants in the Building, including, but
not limited to, corridors, lavatories, driveways, truck docks, parking lots and
landscaped areas. Subject to reasonable rules and regulations promulgated by
Landlord, the common areas are hereby made available to Tenant and its
employees, agents, customers, and invitees for reasonable use in common with
other tenants, their employees, agents, customers and invitees.
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1. TERM. For and in consideration of the rents, additional rents, terms,
provisions and covenants herein contained, Landlord hereby lets, leases and
demises to Tenant the Demised Premises for a term commencing on the Commencement
Date and expiring at the end of the calendar month in which the sixth (6th)
anniversary of the Commencement Date occurs, provided that if the Delivery Date
is delayed due to the Landlord's acts or omissions beyond September 1, 1999, the
expiration date shall be July 31, 2005 (the "Expiration Date"), unless sooner
terminated as hereinafter provided. See article 46 of Rider-Option to Extend. In
the event the Delivery Date has not occurred by December 31, 1999, except in the
event of a delay caused by Tenant of which Tenant has written notice from
Landlord, Tenant shall have the right to terminate this Lease at any time prior
to the delivery of possession of the Demised Premises by Landlord to Tenant but
no later than January 31, 2000 by written notice to Landlord. The foregoing
right to terminate shall not be extended by reasons described in paragraph 39
hereof.
2. BASE RENT. Tenant shall to pay to Landlord base rent for the Demised Premises
("Base Rent"), exclusive of any other charge provided for in this Lease to be
paid by Tenant, as set forth below. Base Rent shall be payable in equal monthly
installments, in advance, commencing on the first full month of the term of this
Lease, and continuing on the first day of each subsequent month during the term
hereof. In the event the term hereof commences on a day other than the first day
of a month, Base Rent payable during such first month shall be adjusted on a pro
rata basis and shall be paid on the date of execution of this Lease. Base Rent
shall be paid without setoff, deduction, demand or counterclaim of any nature
whatsoever except as specifically provided in this Lease, in advance on the
first day of each and every calendar month during the term and any extensions
hereof.
Dates Monthly Base Rent Annual Base Rent
First 36 calendar months $26,242 $314,904.00
Balance of Term $27,383 $328,596.00
to
to
All Rent and other sums payable hereunder by Tenant which are not paid within
five (5) days of the due date shall bear interest from the date due to the date
paid at a rate of two percent (2%) per annum in excess of the "Prime Rate"
published in the Wall Street Journal, as the same changes from time to time (the
"Default Rate").
3. ADDITIONAL RENT. In addition to Base Rent and all other amounts to be paid by
Tenant hereunder, Tenant shall pay to Landlord throughout the term of this Lease
the following (collectively, "Additional Rent"):
a. A sum equal to Thirty-Three and 93/100 percent (33.93%) of the Real Estate
Taxes payable during the term of this Lease. The term "Real Estate Taxes" shall
mean all real estate taxes, all assessments and any taxes in lieu thereof which
may be levied upon or assessed against the Property or any part thereof and are
due and payable during the term of this Lease.
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Only annual installments of special assessments spread over the longest term
permitted by the taxing authority will be included in Real Estate Taxes. All
special assessments arising out of the initial development of the Building and
Property will be excluded from Real Estate Taxes, except that the annual
installments of a sanitary sewer and water lateral assessment for connection
charges in the petition for inclusion in assessment district dated October 12,
1998 not in excess of $43,000, payable over a twenty (20) year term, may be
included.
In the event the taxing authorities include in such Real Estate Taxes the value
of any improvements made by Tenant excluding the Work described on Exhibit F, or
of machinery, equipment, fixtures, inventory or other personal property or
assets of Tenant, then Tenant shall pay all the taxes attributable to such items
in addition to its proportionate share of said Real Estate Taxes. A photostatic
copy of the tax statement submitted by Landlord to Tenant, if requested by
Tenant, shall be sufficient evidence of the amount of taxes and assessments due
and payable against the Property or any part thereof.
b. A sum equal to Thirty-Three and 93/100 percent (33.93%) of the annual
aggregate Operating Expenses incurred by Landlord in the operation, maintenance
and repair of the Property. The term "Operating Expenses" shall include but not
be limited to maintenance, repair, replacement and care of all common area
lighting, common area plumbing and roofs, parking and landscaped areas, signs,
snow removal, non-structural repair and maintenance of the exterior of the
Building, insurance premiums, management fee not in excess of four percent (4%)
of the sum of Base Rent plus Additional Rent minus the management fee, wages and
fringe benefits of personnel employed for such work, costs of equipment
purchased and used for such purposes, and the cost or portion thereof properly
allocable to the Property (amortized over the useful life of the improvement as
determined by applicable Internal Revenue Service regulations on a straight line
basis together with the interest at the rate of ten percent (10%) per annum on
the unamortized balance) of any capital improvements made to the Building by
Landlord after the year in which the term of this Lease commences which are made
for the purpose of reducing Operating Expenses or made to the Property by
Landlord after the date of this Lease that are required under any governmental
law or regulation that was not applicable to the Building as of the Commencement
Date.
Notwithstanding the foregoing, "Operating Expenses" shall exclude the following:
(i) payments of principal and interest on any mortgage or other encumbrance on
the Property; (ii) amounts reimbursable from insurance proceeds, under warranty
or by Tenant, any other tenant in the Building or any other third party other
than pursuant to an "Operating Cost" expense provision similar to this Section;
(iii) interest, late charges or penalties incurred as a result of Landlord's
failure to pay bills in a timely manner (unless such failure is directly related
to the failure of Tenant to pay its pro rata share of any such xxxx in a timely
manner); (iv) leasing or brokerage fees; (v) depreciation; (vi) costs incurred
in connection with the transfer or disposition of all or a portion of Landlord's
interest in the Property; (vii) costs of providing to other tenants services
which are not available to Tenant; and (viii) attorneys' fees and other legal
costs incurred as a result of defaults by, or litigation or other disputes with,
other tenants of the Property and (ix) other exclusions set forth on Exhibit E
hereto.
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c. The payment of the sums set forth in this Article 3 shall be in addition to
the Base Rent payable pursuant to Article 2 of this Lease. Monthly installments
of estimated Real Estate Taxes and Operating Expenses shall be paid with the
Base Rent. All other sums due hereunder shall be due and payable within thirty
(30) days after delivery of written certification by Landlord setting forth the
computation of the amount due from Tenant. In the event the lease term shall
begin or expire at any time during any calendar year, the Tenant shall be
responsible for its pro rata share (based upon the ratio of the number of days
of the term of the Lease during said calendar year to the number of days in the
calendar year) of Additional Rent under subdivisions a. and b.
during the Lease term.
d. Prior to commencement of this Lease and prior to the commencement of each
calendar year during the term of this Lease or any renewal or extension thereof,
Landlord shall estimate for each calendar year (i) the total amount of Real
Estate Taxes; (ii) the total amount of Operating Expenses; (iii) Tenant's share
of Real Estate Taxes for such calendar year; (iv) Tenant's share of Operating
Expenses for such calendar year; and (v) the computation of the annual and
monthly rental payable during such calendar year as a result of the Base Rent
plus Tenant's estimated share of Real Estate Taxes and Operating Expenses.
e. The amount of Tenant's share of Real Estate Taxes and Operating Expenses for
each calendar year, as so estimated, shall be payable as Additional Rent, in
equal monthly installments, in advance, on the first day of each month during
such calendar year. In the event that such estimate is delivered to Tenant
before the first day of January of such calendar year, the estimated amount
shall be payable as Additional Rent in equal monthly installments, in advance on
the first day of each month during such calendar year. In the event that such
estimate is delivered to Tenant after the first day of January of such calendar
year, the estimated amount shall be payable as Additional Rent in equal monthly
installments, in advance, on the first day of each month over the balance of
such calendar year, with the number of installments being equal to the number of
full calendar months remaining in such calendar year. In no event shall Landlord
deliver its estimate later than March 15 of each calendar year.
In the event Landlord receives a refund of Real Estate Taxes for years to which
Tenant has contributed, Tenant's share of such refund, net of reasonable fees
and expenses related to such refund provided that outright fees or contingent
fees will not exceed one-third of the refund, shall be promptly paid to Tenant,
both during the term of this Lease or after its expiration.
Upon completion of each calendar year during the term of this Lease or any
renewal or extension thereof, Landlord shall determine the actual amount of the
Real Estate Taxes and Operating Expenses payable in such calendar year and
Tenant's share thereof and deliver a written statement of the amounts thereof to
Tenant. If Tenant has underpaid its share of Real Estate Taxes or Operating
Expenses for such calendar year, Tenant shall pay the balance of its share
thereof within thirty (30) days after the receipt of such statement. If Tenant
has overpaid its share of Real Estate Taxes or Operating Expenses for such
calendar year, Landlord shall either (i) refund such excess, or (ii) credit such
excess against the most current monthly installment or installments due Landlord
for Base Rent or its estimate of Tenant's share of Real Estate Taxes and
Operating Expenses for the next following calendar year. A pro rata adjustment
shall be
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made for any fractional calendar year occurring during the term of this Lease or
any renewal or extension thereof based upon the ratio of the number of days of
the term of the Lease during said calendar year to the number of days in the
calendar year and all additional sums payable by Tenant or credits due Tenant as
a result of the provisions of this Article 3 shall be adjusted accordingly.
4. COVENANT TO PAY RENT. The covenants of Tenant to pay the Base Rent and the
Additional Rent are each independent of any other covenant, condition, provision
or agreement contained in this Lease. All rents are payable to Landlord at:
Paramount Real Estate Corporation
0000 00xx Xxx X Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
(or such other address indicated in writing by Landlord).
5. UTILITIES. Landlord shall provide mains and conduits to supply water, gas,
electricity and sanitary sewage to the Property. Tenant shall pay, when due, all
charges for garbage, disposal, refuse removal, electricity, gas, fuel oil, L.P.
gas, telephone and any other utility services or energy source furnished to the
Demised Premises during the term of this Lease, and any renewal or extension
thereof, all of which services shall be separately metered and billed by the
utility company to Tenant. Water and sewer charges will be included in Operating
Expenses. If Landlord elects to furnish any of the foregoing utility services or
other services furnished or caused to be furnished to Tenant, then the rate
charged by Landlord shall not exceed the rate Tenant would be required to pay to
a utility company or service company furnishing any of the foregoing utilities
or services. All amounts payable by Tenant to Landlord hereunder shall be deemed
Additional Rent in accordance with Article 3.
6. CARE AND REPAIR OF DEMISED PREMISES. Tenant shall, at all times throughout
the term of this Lease, including renewals and extensions, and at its sole
expense, keep and maintain the Demised Premises in a clean, safe, sanitary and
first class condition and in compliance with all applicable laws, codes,
ordinances, rules and regulations. Tenant's obligations hereunder shall include
but not be limited to the maintenance, repair and replacement, if necessary, of
heating and air conditioning fixtures, equipment, and systems (the "HVAC
Equipment"), all lighting and plumbing fixtures and equipment, fixtures, motors
and machinery, all interior walls, partitions, doors and windows, including the
regular painting thereof, all exterior entrances to the Demised Premises,
windows, doors and loading docks and dock equipment and the replacement of all
broken glass. When used in this provision, the term "repairs" shall include
replacements or renewals when necessary, and all such repairs made by the Tenant
shall be equal in quality and class to the original work. Landlord shall obtain,
following a competitive bidding process in which at least three (3) bids are
obtained, and maintain at all times during the term of this Lease a maintenance
contract with a responsible, licensed HVAC contractor, on terms reasonably
acceptable to Landlord and sufficient to maintain all equipment warranties, for
the regular maintenance of all HVAC Equipment for the entire Building, and shall
be responsible for the performance of all maintenance to be performed
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thereunder. Landlord shall keep accurate and complete records of the performance
of all scheduled maintenance under such contract and shall provide copies
thereof to Tenant from time to time upon request by Tenant. The cost of such
maintenance contract shall be included in Operating Expenses. Except for repair
and maintenance covered by the maintenance contract obtained by Landlord, all
other repair, maintenance or replacement of the HVAC equipment shall be Tenant's
responsibility. The Tenant shall keep and maintain all portions of the Demised
Premises and the sidewalk and areas adjoining the same in a clean and orderly
condition, free of accumulation of dirt and rubbish.
If Tenant fails, refuses or neglects to maintain or repair the Demised Premises
as required in this Lease, after twenty (20) days notice shall have been given
Tenant in accordance with Article 33 of this Lease, Landlord may make such
repairs without liability to Tenant for any loss or damage that may accrue to
Tenant's merchandise, fixtures or other property or to Tenant's business by
reason thereof, and upon completion thereof, Tenant shall pay to Landlord all
costs plus 15% for overhead incurred by Landlord in making such repairs upon
presentation to Tenant of xxxx therefor; provided, however, that no notice shall
be required in the event of any hazardous or emergency condition.
Landlord shall repair, at its expense (subject to inclusion in "Operating
Expenses" pursuant to Section 3), the roof, the Common Areas, the portions of
the Building HVAC, plumbing and electrical systems to the extent not serving one
tenant space; and the structural portions of the Building, provided, however,
where structural repairs are required to be made by reason of the acts of
Tenant, the costs thereof shall be borne by Tenant and payable by Tenant to
Landlord upon demand. Landlord shall be responsible for compliance with
applicable laws, including without limitation, the ADA, regulations and
ordinances applicable to the Common Areas and other portions of the Property
Landlord is required to repair and maintain.
Except as otherwise provided herein, the Landlord shall be responsible for all
outside maintenance of the Demised Premises, including grounds and parking
areas. All such maintenance which is the responsibility of the Landlord shall be
provided as reasonably necessary to the comfortable use and occupancy of Demised
Premises during business hours, except Saturdays, Sundays, Memorial Day, the 4th
of July, Labor Day, Thanksgiving Day and Christmas Day upon the condition that
the Landlord shall not be liable for damages for failure to do so due to causes
beyond its control.
7. SIGNS. Any sign, lettering, picture, notice or advertisement installed on or
in any part of the Property and visible from the exterior of the Building, or
visible from the exterior of the Demised Premises, shall be subject to
Landlord's prior approval and shall be installed at Tenant's expense. In the
event of a violation of the foregoing by Tenant, Landlord may remove the same
without any liability and may charge the expense incurred by such removal to
Tenant. Landlord's standard sign criteria is described on Exhibit G hereto.
Landlord hereby agrees that if a monument sign is approved for the Building and
Landlord elects to place tenant names on the monument sign, Tenant's name and
logo will appear on the sign immediately below the project name and address and
no other tenant's name and logo will be more prominent than Tenant's name and
logo. Further, with the prior consent of Landlord, which consent will not be
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unreasonably withheld, conditioned, denied or delayed, Tenant will have a right
to place its name and logo on the front door and other doors to the Demised
Premises and its name on the Building all in accordance with the sign criteria
set forth on Exhibit G.
8. ALTERATIONS, INSTALLATION, FIXTURES. Except as hereinafter provided, Tenant
shall not make any alteration, additions, or improvements in or to the Demised
Premises or add, disturb or in any way change any plumbing or wiring therein
without the prior written consent of the Landlord which consent will not be
unreasonably withheld, conditioned, denied or delayed. In the event alterations
are required by any governmental agency by reason of the use and occupancy of
the Demised Premises by Tenant, Tenant shall make such alterations at its own
cost and expense after first obtaining Landlord's approval of plans and
specifications therefor and providing Landlord with reasonable evidence of
Tenant's ability to pay for such alterations. In the event Tenant's proposed
alterations or fixtures are unique and not customary for office space, Landlord
will have the right to require that such alterations or fixtures be removed at
the end of the lease term, provided that Landlord indicates at the time it
approves the alteration or fixture that it must be removed at the end of the
lease term. Alterations or additions by Tenant must be made in compliance with
all laws, ordinances and governmental regulations affecting the Property and
Tenant shall warrant to Landlord that all such alterations, additions, or
improvements shall be in strict compliance with all relevant laws, ordinances,
governmental regulations, permits and insurance requirements. Construction of
such alterations or additions shall commence only upon Tenant obtaining and
exhibiting to Landlord the requisite approvals, licenses and permits and
indemnification against liens. All alterations, installations, physical
additions or improvements to the Demised Premises made by Tenant shall at once
become the property of Landlord and shall be surrendered to Landlord upon the
termination of this Lease; provided, however, this clause shall not apply to
fixtures, movable equipment or furniture owned by Tenant, which may be removed
by Tenant at the end of the term of this Lease pursuant to Article 25. Tenant
shall be responsible for all costs related to improvements or modifications to
the Demised Premises required or necessary to comply with The Americans With
Disabilities Act of 1990 (ADA), or similar statutes or law.
9. POSSESSION. Except as hereinafter provided, Landlord shall deliver possession
of the Demised Premises to Tenant in the condition required by this Lease on or
before the Delivery Date, but delivery of possession prior to or later than such
Delivery Date shall not affect the expiration date of this Lease. For each day
that the Delivery Date is delayed beyond August 9, 1999 to and including August
31, 1999 for reasons other than a Tenant Delay or force majeure delay with
proper notice, Tenant shall be provided two (2) days of gross free rent
following the Commencement Date. For each day of further delay beyond September
1, 1999 for reasons other than a Tenant Delay or force majeure delay with proper
notice, Tenant shall be provided three (3) days of gross free rent following the
Commencement Date. Any occupancy by Tenant prior to the Commencement Date shall
in all respects be the same as that of a Tenant under this Lease except that no
Base Rent or Additional Rent shall be payable. Landlord shall have no
responsibility or liability for loss or damage to fixtures, facilities or
equipment installed or left in the Demised Premises.
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10. SECURITY AND DAMAGE DEPOSIT. No security or damage deposit is required for
this Lease.
11. USE. The Demised Premises shall be used and occupied by Tenant for any
office, warehouse or storage use permitted by applicable zoning ordinances so
long as such use is in compliance with all applicable laws, ordinances and
governmental regulations affecting the Building and Demised Premises. The
Demised Premises shall not be used in such manner that, in accordance with any
requirement of law or of any public authority, Landlord shall be obligated, as a
result of the purpose or manner of said use, to make any addition or alteration
to or in the Building. The Demised Premises shall not be used in any manner
which will increase the rates required to be paid for public liability or for
fire and extended coverage insurance covering the Demised Premises. Tenant shall
occupy the Demised Premises, conduct its business and control its agents,
employees, invitees and visitors in such a way as is lawful and reputable, and
will not permit or create any nuisance, noise, odor, or otherwise interfere
with, annoy or disturb any other tenant in the Building in its normal business
operations or Landlord in its management of the Building. Landlord will not
lease space adjacent to the Demised Premises to any tenant whose use could
reasonably be expected to result in odors, noise, fumes or any other
unreasonable interference with Tenant's use of the Demised Premises or whose use
of parking, combined with other tenants, could reasonably be expected to be more
than 5 spaces per 1,000 rentable square feet. Tenant's use of the Demised
Premises shall conform to all the Landlord's rules and regulations relating to
the use of the Demised Premises. Outside storage on the Demised Premises of any
type of equipment, property or materials owned or used by Tenant or its
customers or suppliers shall not be permitted, without Landlord's prior written
consent. Landlord acknowledges and agrees that Tenant's employees may park their
vehicles overnight or longer at the Property in connection with business related
travel in the area designated on Exhibit B for such purpose. Landlord agrees to
install, at Landlord's expense, six (6) "Visitor Only" signs on six (6) parking
stalls near the front door of the Demised Premises as depicted on Exhibit B.
12. ACCESS TO DEMISED PREMISES. The Tenant agrees to permit the Landlord and the
authorized representatives of the Landlord to enter the Demised Premises at all
times during usual business hours upon at least 24 hours advance notice to
Tenant except in emergencies for the purpose of inspecting the same and making
any necessary repairs to the Demised Premises and performing any work therein
that may be necessary to comply with any laws, ordinances, rules, regulations or
requirements of any public authority or of the Board of Fire Underwriters or any
similar body or that the Landlord may deem necessary to prevent waste or
deterioration in connection with the Demised Premises. Nothing herein shall
imply any duty upon the part of the Landlord to do any such work which, under
any provision of this Lease, the Tenant may be required to perform and the
performance thereof by the Landlord shall not constitute a waiver of the
Tenant's default in failing to perform the same. Provided Landlord uses best
efforts not to interfere with Tenant's use of the Demised Premises, the Landlord
shall not in any event be liable for inconvenience, annoyance, disturbance, loss
of business, or other damage of the Tenant by reason of making repairs or the
performance of any work in the Demised Premises, and the obligations of the
Tenant under this Lease shall not thereby be affected in any manner whatsoever.
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Landlord reserves the right to enter upon the Demised Premises at any time in
the event of an emergency and upon advance notice at reasonable hours to exhibit
the Demised Premises to prospective purchasers or others; and to exhibit the
Demised Premises to prospective Tenants during the last 240 days of the term of
this Lease, all without hindrance or molestation by Tenant.
13. EMINENT DOMAIN. In the event of any eminent domain or condemnation
proceeding or private sale in lieu thereof in respect to the Building during the
term hereof, the following provisions shall apply:
a. If the whole of the Building shall be acquired or condemned by eminent domain
for any public or quasi-public use or purpose, then the term of this Lease shall
cease and terminate as of the date possession shall be taken in such proceeding
and all rentals shall be paid up to that date.
b. If any part constituting less than the whole of the Building shall be
acquired or condemned as aforesaid, and in the event that such partial taking or
condemnation shall materially affect the Demised Premises or the parking areas
or loading areas so as to render the Demised Premises unsuitable for the
business of the Tenant, then either Landlord or Tenant shall have the option to
terminate this Lease as of the date possession shall be taken by the condemning
authority and rent shall be paid to the date of such termination, provided that
Tenant's option to terminate must be exercised within sixty (60) days after
Tenant receives notice from Landlord of the taking. In the event of a taking of
parking or loading areas that will materially affect Tenant's use of the Demised
Premises, in the reasonable opinion of Tenant, Tenant will not have a right to
terminate if Landlord is able to provide comparable replacement parking or
loading areas within sixty (60) days of the date possession shall be taken by
the condemning authority.
In the event of a partial taking or condemnation of the Building which shall not
materially affect the Demised Premises or the parking areas or loading areas so
as to render the Demised Premises unsuitable for the business of the Tenant,
this Lease shall continue in full force and effect but with a proportionate
reduction of the Base Rent and Additional Rent based on the portion of the
Demised Premises taken. Landlord shall, to the extent reasonable and practicable
restore the Building, parking areas and the Demised Premises to substantially
the same condition as they were prior to such condemnation. Landlord shall
commence restoration and shall restore the Building and the Demised Premises
with reasonable promptness, subject to delays beyond Landlord's control and
delays in the receipt of condemnation or sale proceeds by Landlord. Upon
completion of such restoration, the rent shall be re-adjusted based upon the
portion, if any, of the Demised Premises restored.
c. In the event of any condemnation or taking as aforesaid, whether whole or
partial, the Tenant shall not be entitled to any part of the award paid for such
condemnation and Landlord is to receive the full amount of such award, the
Tenant hereby expressly waiving any right to claim to any part thereof.
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d. Although all damages in the event of any condemnation shall belong to the
Landlord whether such damages are awarded as compensation for diminution in
value of the leasehold or to the fee of the Demised Premises, Tenant shall have
the right to claim and recover from the condemning authority, but not from
Landlord, such compensation as may be separately awarded or recoverable by
Tenant in Tenant's own right on account of any and all damage to Tenant's
business by reason of the condemnation and for or on account of any cost or loss
to which Tenant might be put in removing Tenant's merchandise, furniture,
fixtures, leasehold improvements and equipment. However, Tenant shall have no
claim against Landlord and shall make no claim with the condemning authority for
the loss of its leasehold estate, any unexpired term or loss of any possible
renewal or extension of said lease or loss of any possible value of said Lease.
14. DAMAGE OR DESTRUCTION. In the event of any damage or destruction to the
Demised Premises or the Building by fire or other cause during the term hereof,
the following provisions shall apply:
a. If the Building is damaged by fire or any other cause to such extent that the
cost of restoration, as reasonably estimated by Landlord, will equal or exceed
thirty percent (30%) of the replacement value of the Building (exclusive of
foundations) just prior to the occurrence of the damage, then Landlord may, no
later than the sixtieth (60th) day following the damage, give Tenant written
notice of Landlord's election to terminate this Lease.
b. If there is damage to the Demised Premises and if the Demised Premises are
not suitable as a result of said damage for the purposes for which they are
demised hereunder, in the reasonable opinion of Tenant and cannot reasonably be
expected to be restored by Landlord within one hundred eighty (180) days of the
date of the damage, in the reasonable opinion of Tenant based on information
provided by Landlord regarding reconstruction plans, then Tenant may, no later
than the sixtieth (60th) day following the damage, give Landlord a written
notice of election to terminate this Lease. Further, if Tenant does not
initially terminate, but then the restoration is not actually completed in the
one hundred eighty (180) day period, Tenant may terminate this Lease if the
restoration is not completed within thirty (30) days after the end of the one
hundred eighty (180) day period by written notice to Landlord within thirty (30)
days thereafter.
c. If the cost of restoration as estimated by Landlord shall amount to less than
thirty percent (30%) of said replacement value of the Building, or if, despite
the cost, neither Landlord nor Tenant elects to terminate this Lease, Landlord
shall restore the Building and the Demised Premises with reasonable promptness,
subject to delays beyond Landlord's control and delays in the receipt of
insurance proceeds by Landlord; and Landlord shall not be responsible for
restoring or repairing leasehold improvements of the Tenant.
d. In the event either of the elections to terminate is properly exercised, this
Lease shall be deemed to terminate on the date of the receipt of the notice of
election and all rents shall be paid up to the date of the damage unless Tenant
has continued to use the undamaged portion of the Demised Premises, in which
event Tenant shall pay prorata rent for such portion through the date
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of termination. Tenant shall have no claim against Landlord for the value of any
unexpired term of this Lease.
e. In any case where damage to the Building shall materially affect the Demised
Premises so as to render them unsuitable in whole or in part for the purposes
for which they are demised hereunder, then, a portion of the rent based upon the
extent to which the Demised Premises are rendered unsuitable shall be abated
until repaired or restored.
15. CASUALTY INSURANCE.
a. Landlord shall at all times during the term of this Lease, at its expense
(except that such expense shall be included in the calculation of Additional
Rent under Section 3 hereof), maintain a policy or policies of insurance issued
by an insurance company licensed to do business in the State of Minnesota
insuring the Building using the standard Minnesota Special Cause of Loss Form or
equivalent for the full replacement value, provided that Landlord shall not be
obligated to insure any furniture, equipment, machinery, goods or supplies which
Tenant may bring upon the Demised Premises or any tenant improvements which
Tenant or Landlord may construct or install on the Demised Premises, prior to or
after the date of this Lease. Landlord may at its option also elect to carry
rent loss insurance or other types of insurance commonly carried by owners of
similar properties in the Minneapolis-St. Xxxx Metropolitan Area, and the
Tenant's pro rata share of the cost thereof shall constitute Additional Rent.
b. Tenant shall not carry any stock of goods or do anything in or about the
Demised Premises which will in any way impair or invalidate the obligation of
the insurer under any policy of insurance required by this Lease.
c. Notwithstanding any other provision of this Lease to the contrary, Landlord
hereby waives and releases all claims, liability and causes of action against
Tenant and its agents, servants and employees for loss or damage to, or
destruction of, the Property, Building or Demised Premises or any portion
thereof, including the buildings and other improvements situated thereon,
resulting from fire, explosion and other perils, to the extent such loss or
damage arises out of a risk covered by all-risk casualty insurance, whether
caused by the negligence of any of said persons or otherwise. Likewise, Tenant
hereby waives and releases all claims, liabilities and causes of action against
Landlord and its agents, servants and employees for loss or damage to, or
destruction of, any of the improvements, fixtures, equipment, supplies,
merchandise and other property, whether that of Tenant or of others in, upon or
about the Demised Premises resulting from fire, explosion or the other perils to
the extent such loss or damage arises out of a risk covered by all-risk casualty
insurance, whether caused by the negligence of any of said persons or otherwise.
d. In the event that the use of the Demised Premises by Tenant increases the
premium rate for insurance carried by Landlord on the improvements of which the
Demised Premises are a part, Tenant shall pay Landlord, upon demand, the amount
of such premium increase. If Tenant installs any electrical equipment that
overloads the power lines to the Building or its wiring, Tenant shall, at its
own expense, make whatever changes are necessary to comply with the
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requirements of the insurance underwriter, insurance rating bureau and
governmental authorities having jurisdiction.
e. Tenant shall during the term of this Lease, obtain and maintain in full force
and effect at its sole cost and expense a policy or policies of insurance
insuring all of its personal property located within the Demised Premises from
time to time, as well as all tenant improvements made thereto, against loss or
damage by fire, explosion or other such hazards and contingencies for the full
replacement value thereof. Such policy or policies shall provide that thirty
(30) days written notice must be given to Landlord prior to cancellation or
modification thereof. Tenant shall furnish evidence satisfactory to Landlord at
the time this Lease is executed and thereafter from time to time upon request by
Landlord that such coverage is in full force and effect.
16. PUBLIC LIABILITY INSURANCE. Tenant shall during the term hereof, keep in
full force and effect at its expense a policy or policies of public liability
insurance with respect to the Demised Premises and the business of Tenant in
amounts not less than $1,000,000 per occurrence, $2,000,000 aggregate using
current ISO General Liability forms or equivalent naming the Landlord as an
additional insured. Such policy or policies shall provide that thirty (30) days
written notice must be given to Landlord prior to cancellation or modification
thereof. Tenant shall furnish evidence satisfactory to Landlord at the time this
Lease is executed and thereafter upon request by Landlord that such coverage is
in full force and effect.
17. DEFAULT OF TENANT.
a. In the event of any failure of Tenant to pay any Base Rent, Additional Rent
or other amounts due hereunder within ten (10) days after the same shall be due,
or any failure to perform any other of the terms, conditions or covenants of
this Lease to be observed or performed by Tenant with all reasonable diligence,
but in any event for more than thirty (30) days after written notice of such
failure shall have been given to Tenant provided that, if such default cannot
with due diligence by wholly cured within such thirty (30) days, Tenant shall
have such longer period, up to ninety (90) days, as may be reasonably necessary
to cure the default, so long as Tenant proceeds promptly to commence the cure of
same within such thirty (30) day period and diligently prosecutes the cure to
completion, or if Tenant or an agent of Tenant shall intentionally falsify any
report required to be furnished to Landlord pursuant to the terms of this Lease,
or if Tenant or any guarantor of this Lease shall become bankrupt or insolvent,
or file any debtor proceedings, or any person shall file against Tenant or any
guarantor of this Lease in any court pursuant to any statute either of the
United States or of any state a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's or any such guarantor's property, or if Tenant or any such
guarantor makes an assignment for the benefit of creditors, or petitions for or
enters into any similar arrangement, and such bankruptcy, insolvency,
receivership or other proceeding is not dismissed in ninety (90) days or if any
guarantor of this Lease shall be in default in the performance of any covenant,
duty or obligation under any guaranty or other agreement entered into with or in
favor of Landlord and such default shall remain uncured for a period of thirty
(30) days or more after notice of such default, or if Tenant shall abandon the
Demised Premises (provided Tenant may vacate the Demised Premises provided it
continues to perform its obligations hereunder) or suffer this Lease to be taken
under any writ of execution (any one or more of the foregoing shall constitute
an
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"Event of Default"), then in any such event Tenant shall be in default
hereunder, and Landlord, in addition to any other rights and remedies it may
have, shall have the immediate right of re-entry and may remove all persons and
property from the Demised Premises and such property may be removed and stored
in a public warehouse or elsewhere at the sole cost of, and for the account of
Tenant, all in accordance with applicable legal process and without being guilty
of trespass, or becoming liable for any loss or damage which may be occasioned
thereby.
b. Upon the occurrence of an Event of Default, Landlord shall have the right (in
addition to any other rights or remedies) to either terminate this Lease or,
from time to time, without terminating this Lease, to terminate Tenant's right
of possession of the Demised Premises. If Landlord terminates Tenant's right of
possession only, Landlord shall use commercially reasonable efforts to make such
alterations and repairs as may be necessary in order to relet the Demised
Premises, and relet the Demised Premises or any part thereof upon such term or
terms (which may be for a term extending beyond the term of this lease) and at
such rental or rentals and upon such other terms and conditions as are
commercially reasonable. Landlord's obligations under the preceeding sentence
are subject to the following conditions: i) Landlord has absolutely no
obligation to prefer the Demised Premises over other then available space within
the Building, ii) Landlord is under absolutely no obligation to accept any
substitute lease for less then the current fair market value of the Demised
Premises, iii) Landlord has absolutely no obligation to expend additional funds
for tenant improvements for the substitute tenant and (iv) Landlord is under
absolutely no obligation to accept a substitute tenant who does not meet
Landlord's reasonable creditworthiness standards. Upon any such reletting all
rentals received by the Landlord from such reletting shall be applied first to
the payment of any indebtedness other than rent due hereunder from Tenant to
Landlord; second, to the payment of any reasonable costs and expenses of such
reletting, including brokerage fees and attorney's fees and costs of such
alterations and repairs; third, to the payment of the rent due and unpaid
payment of future rent as the same may become due and payable hereunder. If such
rentals received from any such reletting during any month are less than that to
be paid during that month by Tenant hereunder, Tenant, upon demand, shall pay
any such deficiency to Landlord. No such re-entry or taking possession of the
Demised Premises by Landlord shall be construed as an election on its part to
terminate this Lease unless a written notice of such intention is given to
Tenant. Notwithstanding any such reletting without termination, Landlord may at
any time after such re-entry and reletting elect to terminate this Lease, and in
addition to any other remedies it may have, it may recover from any Tenant all
damages it may incur by reason of such breach, including the cost of recovering
the Demised Premises, reasonable attorney's fees, and including the worth at the
time of such termination of the excess, if any, of the amount of rent and
charges equivalent to rent reserved in this Lease for the remainder of the
stated term over the then reasonable rental value of the Demised Premises for
the remainder of the stated term, which shall be discounted to present value at
a rate of ten percent (10%) all of which amounts shall be immediately due and
payable from Tenant to Landlord.
c. Landlord may, at its option, in addition to any other rights or remedies
available to it in this Lease or otherwise by law, statute or equity, spend such
money as is necessary to cure any Event of Default of Tenant herein and the
amount so spent, and costs incurred, including
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reasonable attorney's fees in curing such default, shall be paid by Tenant, as
additional rent, upon demand.
d. In the event suit shall be brought for recovery of possession of the Demised
Premises, for the recovery of rent or any other amount due under the provisions
of this Lease, or in connection with any Event of Default, and an Event of
Default shall be established, Tenant shall pay to Landlord all reasonable
expenses incurred in connection therewith, including attorney's fees, together
with interest on all such expenses at the Default Rate from the date of such
breach.
e. Tenant hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of Tenant being evicted or
dispossessed for any cause, or in the event of Landlord obtaining possession of
the Demised Premises, by reason of any Event of Default hereunder, or otherwise.
Tenant also waives any demand for possession of the Demised Premises, and any
demand for payment of rent and any notice of intent to re-enter the Demised
Premises, or of intent to terminate this Lease, other than the notices above
provided in this Article, or as prescribed by any applicable statutes or laws.
f. No remedy herein or elsewhere in this Lease or otherwise by law, statute or
equity, conferred upon or reserved to Landlord shall be exclusive of any other
remedy, but shall be cumulative, and may be exercised from time to time and as
often as the occasion may arise.
18. HOLD HARMLESS. Except to the extent any liability for damage or loss is
caused by the negligence of Landlord, its agents or employees and subject to
provisions of Section 15c hereof, Tenant shall hold harmless Landlord, its
shareholders, directors, officers, agents and employees, from any liability for
damages to any person or property in or upon the Demised Premises and the
Demised Premises, including the person and the property of Tenant and its
employees and all persons in the Building at its or their invitation or
sufferance, and from all damages resulting from Tenant's failure to perform the
covenants or other provisions of this Lease. Subject to the provisions of
Section 15c and Section 19 hereof, Landlord shall hold harmless Tenant, its
shareholders, directors, officers, agents and employees, from any liability for
damages to person or property arising out of the negligence or willful
misconduct of Landlord. All property kept, maintained or stored on the Demised
Premises shall be so kept, maintained or stored at the sole risk of Tenant.
Tenant agrees to pay all sums of money in respect of any labor, service,
materials, supplies or equipment furnished or alleged to have been furnished to
Tenant in or about the Demised Premises, and not furnished on order of Landlord,
which may be secured by any mechanic's materialmen's or other lien provided that
Tenant may contest such lien, upon providing Landlord adequate security against
such lien. If any such lien is reduced to final judgment and if such judgment or
process thereon is not stayed, or if stayed and said stay expires, then Tenant
shall immediately pay and discharge said judgment. Landlord shall have the right
to post and maintain on the Demised Premises, notices of non-responsibility
under the laws of the State of Minnesota.
19. NON-LIABILITY. Landlord shall not be liable for damage to any property of
Tenant or of others located on the Demised Premises, nor for the loss of or
damage to any property of Tenant or of others by theft or otherwise. Without
limiting the foregoing, Landlord shall not be
14
liable for any injury or damage to property resulting from fire, explosion, any
injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain or snow or leaks from any part of
the Demised Premises or from the pipes, appliances, or plumbing works or from
the roof, street or subsurface or from any other place or by dampness or by any
such damage caused by other Tenants or persons in the Demised Premises,
occupants of adjacent property, of the buildings, or the public or caused by
operations in construction of any private, public or quasi-public work. All
property of Tenant kept or stored on the Demised Premises shall be so kept or
stored at the risk of Tenant only and Tenant shall hold Landlord harmless from
any claims arising out of damage to or loss of the same, including subrogation
claims by Tenant's insurance carrier.
20. SUBORDINATION. Provided Tenant's right to possession and its other rights
under this Lease are not disturbed so long as no Event of Default is continuing
hereunder, this Lease shall be subordinated to any mortgages that may now exist
or that may hereafter be placed upon the Demised Premises and to any and all
advances made thereunder, and to all interest and other charges relating to the
indebtedness evidenced by such mortgages, and to all renewals, replacements and
extensions thereof. In the event of execution by Landlord after the date of this
Lease of any such mortgage, renewal, replacement or extension, Tenant agrees to
execute a subordination agreement and/or any other documents relating to this
Section 20 with the holder thereof, which agreement shall provide, among other
things, that:
a. Such holder shall not disturb the possession and other rights of Tenant under
this Lease so long as no Event of Default is continuing.
b. In the event of acquisition of title to the Demised Premises by such holder,
such holder shall accept the Tenant as Tenant of the Demised Premises under the
terms and conditions of this Lease, and
c. The Tenant shall recognize such holder as Landlord hereunder.
d. Tenant shall, upon receipt of a request from Landlord therefor, execute and
deliver to Landlord or to any proposed holder of a mortgage or trust deed or to
any proposed purchaser of the Demised Premises, a certificate in recordable
form, certifying that this Lease is in full force and effect, and that there are
no offsets against rent nor defenses to Tenant's performance under this Lease,
or setting forth any such offsets or defenses claimed by Tenant as the case may
be. Tenant shall execute and deliver any such subordination agreement or other
such documents within twenty (20) days of written request therefor. The failure
of Tenant to do so within such time frame shall constitute an immediate default
hereunder without the need for Landlord to provide any notice and/or opportunity
to cure as set forth in Section 17.a. hereof.
Tenant agrees to negotiate in good faith with Landlord and its lender to agree
on a subordination agreement with terms reasonably acceptable to all parties.
21. ASSIGNMENT OR SUBLETTING. Tenant agrees to use and occupy the Demised
Premises throughout the entire term hereof for the purpose or purposes herein
specified and for
15
no other purposes, in the manner and to substantially the extent now intended,
and not to transfer or assign this Lease or sublet said Demised Premises, or any
part thereof, whether by voluntary act, operation of law, or otherwise, without
obtaining the prior written consent of Landlord in each instance which consent
will not be unreasonably withheld, conditioned, denied or delayed. Tenant
acknowledges that it shall be reasonable for Landlord to condition its consent
on Tenant curing any then existing defaults under this Lease. Tenant shall seek
such consent of Landlord by a written request therefor, setting forth such
information as Landlord may reasonably deem necessary. In the event Tenant
proposes to sublease all of the Demised Premises for the entire remaining term
of the Lease or assign the Lease for the entire remaining term of the Lease,
Landlord will have the option to terminate this Lease and enter into a direct
lease with Tenant's proposed sublessee or assignee. In the event of such
termination, Tenant shall have no further liability under this Lease. Consent by
Landlord to any assignment of this Lease or to any subletting of the Demised
Premises shall not be a waiver of Landlord's rights under this Article as to any
subsequent assignment or subletting. Landlord's rights to assign this Lease are
and shall remain unqualified provided assignee assumes Landlord's obligations
hereunder excluding assignment to a lender for security purposes. No such
assignment or subleasing shall relieve the Tenant from any of Tenant's
obligations in this Lease contained, nor shall any assignment or sublease or
other transfer of this Lease be effective unless the assignee, subtenant or
transferee shall at the time of such assignment, sublease or transfer, assume in
writing for the benefit of Landlord, its successors and assigns, all of the
terms, covenants and conditions of this Lease thereafter to be performed by
Tenant and shall agree in writing to be bound thereby. Should Tenant sublease
all or a portion of the Demised Premises for the balance of the lease term in
accordance with the terms of this Lease, and if Landlord, at its option,
releases Tenant from any further liability for the portion of the Demised
Premises so subleased, the increase, after recovery in full by Tenant of all
reasonable costs associated with such sublease, in rental received by Tenant
over the per square foot rental rate which is being paid by Tenant shall be
forwarded to and retained by Landlord, which increase shall be in addition to
the Base Rent and Additional Rent due Landlord under this Lease. Should Tenant
sublease under any other circumstances in accordance with the terms of this
Lease, one-half of any increase, after recovery in full by Tenant of all costs
associated with such sublease, in rental received by Tenant over the per square
foot rental rate which is being paid by Tenant shall be forwarded to and
retained by Landlord, which increase shall be in addition to the Base Rent and
Additional Rent due Landlord under this Lease.
22. ATTORNMENT. In the event of a sale or assignment of Landlord's interest in
the Demised Premises or in the Building in which the Demised Premises are
located, or this Lease, or if the Demised Premises come into custody or
possession of a mortgagee or any other party whether because of a mortgage
foreclosure, or otherwise, Tenant shall attorn to such assignee or other party
and recognize such party as Landlord hereunder; provided, however, Tenant's
peaceable possession will not be disturbed s o long as Tenant faithfully
performs its obligations under this Lease. Tenant shall execute, on demand, any
attornment agreement required by any such party to be executed, containing such
provisions as such party may require.
23. NOVATION IN THE EVENT OF SALE.
a. In the event of the sale of the Building, Landlord shall be and hereby is
relieved of all of the covenants and obligations created hereby accruing from
and after the date of sale, and such
16
sale shall result automatically in the purchaser assuming and agreeing to carry
out all the covenants and obligations of Landlord herein.
b. The Tenant agrees at any time and from time to time upon not less than ten
(10) business days prior written request by the Landlord to execute, acknowledge
and deliver to the Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (as modified and stating the
modifications, if any) and the dates to which the base rent and other charges
have been paid in advance, if any, it being intended that any such statement
delivered pursuant to this paragraph may be relied upon by any prospective
purchaser of the fee or mortgagee or assignee of any mortgage upon the fee of
the Demised Premises.
24. SUCCESSORS AND ASSIGNS. The terms, covenants and conditions hereof shall be
binding upon and inure to the successors and permitted assigns of the parties
hereto.
25. REMOVAL OF FIXTURES. At the time Tenant vacates the Demised Premises, Tenant
shall remove at the sole cost and expense of Tenant the following fixtures and
attached equipment: 1) cleaning service equipment in bathroom; 2) all equipment
connected to electrical outlets or mounted on walls or ceilings but not
integrated or wired into the Demised Premises; 3) the security system; 4) logos,
signage and lettering mounted for display purposes; 5) sound masking and; 6)
demountable wall units and tracking, and Tenant will promptly restore said
Demised Premises to the condition that existed immediately prior to said
fixtures and attached equipment having been installed, all at the sole cost and
expense of Tenant. Except as may be required to be removed by Landlord pursuant
to Article 29, all other fixtures will remain and be surrendered with the
Demised Premises.
26. QUIET ENJOYMENT. Landlord warrants that it has full right to execute and to
perform this Lease and to grant the estate demised, and that Tenant, upon
payment of the rents and other amounts due and the performance of all the terms,
conditions, covenants and agreements on 21 Tenant's part to be observed and
performed under this Lease, may peaceably and quietly enjoy the Demised Premises
for the business uses permitted hereunder, subject, nevertheless, to the terms
and conditions of this Lease.
27. RECORDING. Tenant shall not record this Lease or any memorandum hereof
without the written consent of Landlord. However, upon the request of either
party hereto, the other party shall join in the execution of a Memorandum lease
for the purposes of recordation. Said Memorandum lease shall describe the
parties, the Demised Premises and the term of the Lease and shall incorporate
this Lease by reference, but shall not set forth the amount of the Base Rent,
Additional Rent or other amounts due hereunder. This Article 27 shall not be
construed to limit Landlord's right to file this Lease under Article 22 of this
Lease.
28. OVERDUE PAYMENTS. In the event Tenant shall fail to pay amounts due
hereunder within ten (10) days of Landlord's written notice more than two (2)
times in any twelve (12) month period, thereafter, if amounts due hereunder are
not paid within five (5) days of the due date thereof a service charge for such
late payment in the amount of ten percent (10%) of the amount due shall be
imposed.
17
29. SURRENDER. On the Expiration Date or upon the termination hereof on a day
other than the Expiration Date, Tenant shall peaceably surrender the Demised
Premises broom-clean in good order, condition and repair, reasonable wear and
tear and loss by fire or other casualty only excepted. On or before the
Expiration Date or upon termination of this Lease on a day other than the
Expiration Date, Tenant shall, at its expense, remove all trade fixtures,
personal property, equipment and signs, from the Demised Premises and any
property not removed shall be deemed to have been abandoned. Any damage caused
in the removal of such items shall be repaired by Tenant and at its expense. All
alterations, additions, improvements and fixtures (other than (i) trade
fixtures, (ii) any alterations or fixtures that are unique and not customary for
office space that will be removed by Tenant at Landlord's request, and (iii)
fixtures that are described in Article 25 that will be removed) which shall have
been made or installed by Landlord or Tenant upon the Demised Premises and all
floor covering so installed shall remain upon and be surrendered with the
Demised Premises as a part thereof, without disturbance, molestation or injury,
and without charge, at the expiration of termination of this Lease. If the
Demised Premises are not surrendered on the Expiration Date or the date of
termination, Tenant shall indemnify Landlord against loss or liability arising
out of or relating to any claims resulting from such failure, including without
limitation, any claims made by any succeeding Tenant founded on such delay.
Tenant shall promptly surrender all keys for the Demised Premises to Landlord at
the place then fixed for payment of rent and shall inform Landlord of
combinations of any locks and safes on the Demised Premises.
30. HOLDING OVER. In the event of a holding over by Tenant after expiration or
termination of this Lease without the consent in writing of Landlord, Tenant
shall be deemed a Tenant at sufferance and shall pay rent for such occupancy at
the rate of 150% off the last-current aggregate Base Rent and Additional Rent,
prorated for the entire holdover period, plus all attorney's fees and expenses
incurred by Landlord in enforcing its rights hereunder, plus any other damages
occasioned by such holding over.
31. INTENTIONALLY OMITTED.
32. CONSENTS BY LANDLORD. Whenever provision is made under this Lease for either
party securing the consent or approval by the other party, such consent or
approval shall only be valid if it is made in writing and shall not be
unreasonably withheld, conditioned, denied or delayed.
33. NOTICES. Any notice required or permitted under this Lease shall be deemed
sufficiently given or secured if sent by registered or certified return receipt
mail, recognized overnight mail delivery or personal delivery to Tenant at Suite
300 E, Opus Center, 0000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx 00000 prior to
Commencement Date and to the Demised Premises after the Commencement Date and to
Landlord at the address then fixed for the payment of rent as provided in
Article 4 of this Lease, and either party may by like written notice at any time
designate a different address to which notices shall subsequently be sent.
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34. RULES AND REGULATIONS. Tenant shall observe and comply with the rules and
regulations set forth on Exhibit D and any additional reasonable rules and
regulations adopted by Landlord for safety, care, cleanliness or efficient
operation of the Property.
35. INTENT OF PARTIES. Except as otherwise provided herein, the Tenant covenants
and agrees that if it shall at any time fail to pay any cost or expense required
to be paid by Tenant hereunder, or fail to take out, pay for, maintain or
deliver any of the insurance policies above required, or fail to make any other
payment or perform any other act on its part to be made or performed as in this
Lease provided, then, after notice required under Section 17, the Landlord may,
but shall not be obligated so to do, and without additional notice to or demand
upon the Tenant and without waiving or releasing the Tenant from any obligations
of the Tenant in this Lease contained, pay any such cost or expense, effect any
such insurance coverage and pay premiums therefor, and may make any other
payment or perform any other act on the part of the Tenant to be made and
performed as in this Lease provided, in such manner and to such extent as the
Landlord may deem desirable, and in exercising any such right, to also pay all
necessary and incidental costs and expenses, employ counsel and incur and pay
reasonable attorneys' fees. All sums so paid by Landlord and all necessary and
incidental costs and expenses in connection with the performance of any such act
by the Landlord, together with interest thereon at the Default Rate from the
date of making of such expenditure, by Landlord, shall be deemed additional rent
hereunder, and shall be payable to Landlord on demand. Tenant covenants to pay
any such sum or sums with interest as aforesaid and the Landlord shall have the
same rights and remedies in the event of the nonpayment thereof by Tenant as in
the case of default by Tenant in the payment of the Base Rent payable under this
Lease.
36. LANDLORD DEFAULT.
a. Any of the following occurrence, conditions or acts by Landlord shall
constitute a "Landlord Default": (a) Landlord's failure to make any payments of
money due Tenant hereunder within ten (10) days after the receipt of written
notice from Tenant that same is overdue; or (b) Landlord's failure to perform
any non-monetary obligation of Landlord hereunder within thirty (30) days after
receipt of written notice from Tenant to Landlord specifying such default and
demanding that the same be cured; provided that, if such default cannot with due
diligence be wholly cured within such thirty (30) days, Landlord shall have such
longer period, up to ninety (90) days, as may be reasonably necessary to cure
the default, so long as Landlord proceeds promptly to commence the cure of same
within such thirty (30) day period and diligently prosecutes the cure to
complete.
b. Upon the occurrence of a Landlord Default, at Tenant's option, in addition to
any other remedies which it may have, and without its actions being deemed a
cure of Landlord's default, Tenant may (i) pay or perform such obligations and
offset Tenant's reasonable and actual cost of performance, plus interest at the
Default Rate, against the Base Rent unless, by written notice to Tenant,
Landlord contests whether a Landlord Default has occurred and is continuing, in
which case such right of offset shall only be effective if a final,
non-appealable judgment against Landlord shall have been entered by a court of
competent jurisdiction or (ii) xxx for damages.
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37. GENERAL
a. The Lease does not create the relationship of principal agent or of
partnership or of joint venture or of any association between Landlord and
Tenant, the sole relationship between the parties hereto being that of Landlord
and Tenant.
b. 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. One or more waivers by Landlord shall not
then be construed as a waiver of a subsequent breach of the same covenant, term
or condition. The consent to or approval by Landlord of any act by Tenant
requiring Landlord's consent or approval shall not waive or render unnecessary
Landlord's consent to or approval of any subsequent similar act by Tenant shall
be construed to be both a covenant and a condition. All preliminary negotiations
are merged into and incorporated in this Lease. The laws of the State of
Minnesota shall govern the validity, performance and enforcement of this Lease.
c. This Lease and the exhibits, if any, attached hereto and forming a part
hereof, constitute the entire agreement between Landlord and Tenant affecting
the Demised Premises and there are no other agreements, subsequent alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless reduced to writing and executed in the same form and manner in
which this Lease is executed.
d. If any agreement, covenant or condition of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such
agreement, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby and
each agreement, covenant or condition of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
38. HAZARDOUS MATERIAL.
a. The Demised Premises hereby leased shall be used by and/or at the sufferance
of Tenant only for the purpose set forth in Article 11 above and for no other
purposes. Tenant shall not use or permit the use of the Demised Premises in any
manner that will tend to create waste or a nuisance, or will tend to
unreasonably disturb other tenants in the Building or the Demised Premises.
Tenant, its employees and all person visiting or doing business with Tenant in
the Demised Premises shall be bound by and shall observe the reasonable rules
and regulations set forth on Exhibit D. Landlord shall have the right to add
additional and reasonable rules and regulations after the date of this Lease so
long as such rules and regulations are reasonable, do not in any material way
restrict, inhibit or limit the rights of Tenant hereunder and so long as
Landlord enforces such additional rules and regulations that are applicable to
all tenants of the Buildings and are enforced and applied in a nondiscriminatory
manner as to Tenant.
b. Except for compliance required of the Landlord under Section 6, Tenant
covenants through the Lease Term, at Tenant's sole cost and expense, promptly to
comply with all laws and ordinances and the orders, rules and regulations and
requirements of all federal, state and
20
municipal governments and appropriate departments, commission, boards, and
officers thereof, and the orders, rules and regulations of the Board of Fire
Underwriters where the Demised Premises are situated, or any other body now or
hereafter as well as extraordinary, which may be applicable to the Demised
Premises, or the use or manner of use of the Demised Premises. Tenant will
likewise observe and comply with the requirements of all policies of public
liability, fire and all other policies of insurance at any time in force with
respect to the building and improvements on the Demised Premises and the
equipment thereof.
c. In the event any Hazardous Material (hereinafter defined) is brought or
caused to be brought into or onto the Demised Premises, the Building or the
Demised Premises by Tenant, its agents, employees, contractors or invitees,
Tenant shall handle any such material in compliance with all applicable federal,
state and/or local regulations. For purposes of this Article, "Hazardous
Material" means and includes any hazardous, toxic or dangerous waste, substance
or material defined as such in (or for purposes of) the Comprehensive
Environmental Response, Compensation, and Liability Act, any so-called
"Superfund" or "Superlien" law, or any federal, state or local statute, law,
ordinance, code, rule, regulation, order decree regulating, relating to, or
imposing liability or standards of conduct concerning, any hazardous, toxic or
dangerous waste, substance or materials, as now or at any time hereafter in
effect (collectively, "Environmental Laws"). Tenant shall submit to Landlord on
an annual basis copies of its approved hazardous materials communication plan,
OSHA monitoring plan, and permits required by the Resource Recovery and
Conservation Act of 1976, if Tenant is required to prepare, file or obtain any
such plans or permits. Tenant will indemnify and hold harmless Landlord from any
losses, liabilities, damages, costs or expenses (including reasonable attorneys'
fees) which Landlord may suffer or incur as a result of Tenant's breach of this
Section 37 or its introduction into or onto the Demised Premises, Building or
Demised Premises of any Hazardous Material. This Article shall survive the
expiration or sooner termination of this Lease.
d. Landlord represents and warrants to Tenant that, to the best of its knowledge
and except as otherwise disclosed in any environmental assessment or report
delivered by Landlord to Tenant, there are no Hazardous Materials located on, in
or under the Property, Building or the Demised Premises or otherwise on or about
the Property except for materials used in the ordinary course of business by
tenant in the Building or used by Landlord in connection with the maintenance of
the Building in accordance with all applicable laws, ordinances and regulations.
Landlord agrees to indemnify and hold Tenant harmless from and against any and
all claims or damages resulting from any violation or falsity of the
representation set forth above or as a result of any leak, spill, discharge,
emission or other release of Hazardous Materials on or about the Property caused
by Landlord, its agents or employees from and after the date hereof. In the
event Hazardous Materials are discovered about or under the Property that do not
pose a threat to the health or safety of occupants of the Building and do not
interfere with Tenant's use or enjoyment of the Demised Premises, then
Landlord's obligations with respect thereto shall be limited to proper reporting
and remediation as required by applicable laws and environmental authorities.
39. FORCE MAJEURE. Either party's failure to perform the terms and conditions of
this Lease, in whole or in part, other than any term requiring the payment of
money, shall not be deemed a breach or a default hereunder or give rise to any
liability of such party to the other if
21
such failure is attributable to any unforeseeable event beyond such party's
reasonable control and not caused by the negligent acts or omissions or the
willful misconduct of such party, including, without limitation, flood, drought,
earthquake, storm, pestilence, lightning, and other natural catastrophes and
acts of God; epidemic, war riot, civic disturbance or disobedience, and act of
the public enemy; fire, accident, wreck, washout, and explosion; strike,
lockout, labor dispute, and failure, threat of failure, or sabotage of such
party's facilities; delay in transportation or car shortages, or inability to
obtain necessary labor, materials, components, equipment, services, energy, or
utilities through such party's usual and regular sources at usual and regular
prices; and any law, regulation, order or injunction of a court or governmental
authority, whether valid or invalid and including, without limitation,
embargoes, priorities, requisitions, and allocations or restrictions of
facilities, equipment or operations. In the event of the occurrence of such a
force majeure event, the party unable to perform promptly shall notify the other
party. Failure to give notice within ten (10) business days of the beginning of
a force majeure event will be deemed a waiver of the otherwise excused delay.
40. INTENTIONALLY DELETED
41. TENANT IMPROVEMENTS. All improvements to the Demised Premises proposed to be
constructed by either Landlord or Tenant prior to the Commencement Date shall be
constructed in accordance with the terms and provisions set forth on the plans
and specifications attached hereto and incorporated herein as Exhibit C and the
provisions of Exhibit F.
42. NUMBERS AND CAPTIONS. The numbers and captions are inserted only as a matter
of convenience and for reference, and in no way define, limit or describe the
scope of this Lease nor the intent or any provision thereof.
43. ATTACHMENTS. See also rider attached hereto and made a part hereof
containing articles 46 through 51 inclusive as well as Exhibits A through G,
inclusive, which Exhibits are attached hereto and made a part hereof.
Exhibit Description
------- -----------
Exhibit A Legal Description
Exhibit B Demised Premises (also Expansion Space)
Exhibit C Improvements
Exhibit D Building Rules and Regulations
Exhibit E Operating Expense Exclusions
Exhibit F Work Letter Agreement
Exhibit G Sign Criteria
44. SUBMISSION. Submission of this instrument to Tenant or proposed Tenant or
its agents or attorneys for examination, review, consideration or signature does
not constitute or imply an offer to lease, reservation of space, or option to
lease, and this instrument shall have no binding legal effect until execution
hereof by both Landlord/Owner and Tenant or its agents.
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45. REAL ESTATE BROKERS. It is agreed and understood that Paramount Real Estate
Corporation is representing West Bloomington Business Center LLC, Landlord, and
Woodbridge Partners, Inc. is representing MGI Pharma, Inc., Tenant. Tenant
indemnifies Landlord for any claim made by or commission payable to any other
broker or agent in connection with Tenant's leasing the Demised Premises.
23
IN WITNESS WHEREOF, the Landlord and the Tenant have caused these presents to be
executed in form and manner sufficient to bind them at law, as of the day and
year first above written.
TENANT: LANDLORD:
MGI PHARMA, INC
(A Minnesota Corp) West Bloomington Business Center LLC
By /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Its: President Its: President
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 19th day of April,
1999 by Xxxxxxx X. Xxxxxxx, the President of MGI Pharma, Inc., a corporation
organized under the laws of the State of Minnesota, on behalf of the
corporation.
/s/ Xxxxx X. Xxxxxx
---------------------------------
Notary Public
[Notary Stamp]
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 21st day of April,
1999 by Xxxxxxx X. Xxxxxxx, the President of West Bloomington Business Center
LLC, a limited liability company organized under the laws of the State of
Minnesota, on behalf of the limited liability company.
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Notary Public
[Notary Stamp]
24
RIDER TO LEASE
Rider to Lease dated April 19, 1999 by and between West Bloomington Business
Center ("WBBC") as landlord and MGI Pharma, Inc. ("MGI") as Tenant.
Article 46: OPTION TO EXTEND LEASE
A. Provided no Event of Default is continuing hereunder, Tenant
shall have the option to extend the Term of this Lease
(hereinafter, the "Option") as set forth in this Lease for one
consecutive period of Four years upon the same terms and
conditions as set forth in this Lease, except that Base Rent
shall be determined as set forth below.
B. No later than fifteen (15) months prior to the end of the initial
term, Landlord shall advise Tenant of the estimated Base Rent for
the Option Period based on the then current CPI-U. Tenant shall
exercise the Option by giving written notice to Landlord by the
later of (i) one hundred eighty (180) days of receipt of
Landlord's notice or (ii) two hundred seventy (270) days prior to
the end of the initial term. Landlord will provide Tenant with
the exact Base Rent for the Option Period in July 2005. In the
event Tenant fails to pay amounts due hereunder more than ten
(10) days after the due date more than two (2) times in the one
hundred eighty (180) days prior to the end of the initial term,
Landlord will have the option of declaring that Tenant has
forfeited the Option. Upon exercise of the Option by Tenant,
Landlord shall provide Tenant a refurbishment allowance of $3.00
per square foot for the then size of the Demised Premises to be
disbursed in accordance with customary construction disbursement
procedures.
C. Base Rent during each Lease Year of the Option period shall be an
amount equal to the product obtained by multiplying three hundred
twenty-eight thousand five-hundred ninety six Dollars
($328,596.00) by a fraction, the numerator of which is the
"Consumer Price Index-Seasonally Adjusted U.S. City Average For
All Items For All Urban Consumers (1982-84=100)" published
monthly in the "Monthly Labor Review" of the Bureau of Labor
Statistics of the United States Department of Labor ("CPI-U"),
for June, 2005 and the denominator of which is the CPI-U for June
2002, provided that in no event shall the annual Base Rent
payable during Option Period be less than three hundred twenty
eight thousand five-hundred ninety six Dollars ($328,596.00).
D. If the CPI-U is discontinued, the "Consumer Price
Index-Seasonably Adjusted U.S. City Average For All Urban Wage
Earners and Clerical Workers (1982-84=100)" published monthly in
the "Monthly Labor Review" by the Bureau of Labor Statistics of
the United States Department of Labor ("CPI-W"), shall be used
for making the computation in paragraph C above. If the CPI-W is
discontinued, comparable statistics on the purchasing power of
the consumer dollar published by the Bureau of Labor Statistics
of the United States Department
of Labor shall be used for making the computation in said
Paragraph C. If the Bureau of Labor Statistics shall no longer
maintain statistics on the purchasing power of the consumer
dollar, comparable statistics published by a responsible
financial periodical or recognized authority reasonably selected
by Landlord shall be used for making the computation in said
Paragraph C. If the base year used in computing the CPI-U is
changed, the figures used in making the adjustments in Paragraph
C shall be changed accordingly, so that all increases in the
CPI-U are taken into account notwithstanding any such change in
the base year for calculation of the CPI-U.
Article 47: EARLY OCCUPANCY
Landlord will permit tenant to take occupancy of all or part of
the Demised Premises on the Delivery Date, which is anticipated
to be July 1, 1999 (the "Delivery Date") for the purpose of
fitting out the space. In such event, it is agreed that such
occupancy by Tenant shall be upon all of the terms and conditions
hereof except for Base Rent and Additional Rent. Prior to such
date, Tenant shall have access to the Demised Premises for
installation of wiring or cabling or other matters that need to
be done in coordination with the Work, provided that Tenant and
its contractors and vendors will not unreasonably interfere with
Landlord's work.
Article 48: OPTION TO LEASE ADDITIONAL CONTIGUOUS SPACE
A. Provided no Event of Default is continuing, Tenant shall have the
option to lease contiguous space in the Building consisting of
one or more of bays One through Three (in full bay increments) as
shown in Exhibit B (the "Expansion Space"), as such space becomes
available during the lease term or Option Period for a term
coterminous with this Lease, at the same rental rates and other
terms and conditions set forth in this Lease.
B. Upon notification in writing by Landlord that any of the
Expansion Space is available, Tenant shall have twenty (20)
business days in which to elect in writing to lease one or more
of the bays as determined by Tenant, in which event rent payments
for such space shall commence on the earlier of (i) the date
Tenant begins operating its business in the Expansion Space or
(ii) sixty (60) days after possession of such space has been
delivered to Tenant. Tenant agrees to use reasonable diligence to
complete its preparation of the Expansion Space and begin
operating, but in no event will rent commence earlier than thirty
(30) days after possession of the space is delivered to Tenant.
If the date possession of the Expansion Space will be made
available to Tenant will occur in the last twelve (12) months of
the initial lease term, Tenant must exercise its Option to Extend
pursuant to Article 46 as a condition to electing to expand
pursuant to this Article 48.
C. In the event Tenant declines or fails to elect so to lease such
space, then the option hereby granted shall be deemed waived as
to such space until such space becomes available again, provided
that after Landlord has notified Tenant of the availability of
any portion of the Expansion Space once after the fifth (5th)
anniversary of the Commencement Date and Tenant has declined or
failed to lease such space, then the option contained in this
Article 48 as to such space shall automatically terminate and
thereafter be null and void. Landlord agrees that lease
agreements with the first tenant(s) occupying the Expansion Space
will expire within a period commencing July 1, 2004 and ending
October 31, 2005, and no options to renew or other rights will be
granted to other tenants that are not subordinate to the rights
of Tenant beyond such dates so that the Expansion Space will be
available to Tenant during such time period. Upon the execution
of leases for the Expansion Space, Landlord will notify Tenant of
the expiration dates of such leases.
D. So long as Tenant commits to lease the Expansion Space for a
period of 42 months or longer, Landlord shall provide a ceiling,
demising walls, separated utilities, lights, and HVAC system
equal to those in the Demised Premises, except that lighting
shall be 2x4, 3 lamp parabolic light fixtures, one per 70
rentable square feet of ceiling area. In the event Tenant commits
to lease the Expansion Space for less than 42 months, Landlord
shall obtain two (2) bids for the work described in the foregoing
sentence. Landlord shall pay the portion of the cost thereof
equal to the ratio of (i) the number of months that Tenant has
committed to lease the Expansion Space to (ii) 42 months. Tenant
shall pay the balance of such cost. Landlord shall provide the
bid information as part of its notification described in
paragraph B above. In the event Tenant later extends the term of
its lease of the Expansion Space to longer than 42 months,
Landlord will reimburse Tenant for its share of the cost of such
work. In addition, Landlord shall provide a tenant improvement
allowance of $3.00 per sq. ft. for each year or partial year
(prorated as to partial years) of the lease term up to $13.50 to
be disbursed in accordance with customary construction
disbursement procedures.
E. In the event of any assignment or subleasing of all of the
Demised Premises for all of the balance of the Lease term that is
not in connection with a corporate merger, asset sale or other
corporate transaction, the rights granted to Tenant under this
Article 48 shall automatically terminate and be null and void.
Article 49: NOTICE OF AVAILIBILITY OF OTHER NON-CONTIGUOUS SPACE:
A. Upon written notice from Tenant that it desires to lease
additional space if it becomes available, Landlord agrees to
notify Tenant of any such vacancies. Any notice shall contain the
square footage available, the Base Rental Rate that Landlord is
proposing based on the fair market rent for the Building. Upon
receipt of notification from Landlord, Tenant shall have twenty
(20) business days to elect to lease said space. If Tenant
notifies Landlord that it will lease any such space then the
lease term will be coterminous with Tenant's lease term unless
otherwise agreed to by the Landlord and Tenant. If Tenant has
less than eighteen months remaining on its lease term or any
extensions thereof Landlord is not obligated to lease any
additional noncontiguous space to Tenant unless tenant agrees to
a term of at least eighteen months.
B. If the Landlord delivers the additional space in the condition
described in the first sentence of Article 48D, the rental on the
additional space shall commence in accordance with Article 48B.
If the additional space is delivered in any other condition,
Landlord and Tenant will negotiate in good faith on a reasonable
rental commencement date.
C. In the event of any assignment or subleasing of all of the
Demised Premises for all of the balance of the Lease term that is
not in connection with a corporate merger, asset sale or other
corporate transaction, the rights granted to Tenant under this
Article 49 shall automatically terminate and be null and void.
Article 50: ROOF RIGHTS
Tenant shall have the right to install an antenna or install a
satellite dish on the roof in an area designated by the Landlord
at Tenant's expense. Tenant agrees to hire a contractor
reasonably acceptable to Landlord to make any roof penetrations
to install any antenna or satellite dish. Tenant shall not be
charged rent for any area of the roof used for an antenna or
satellite dish installation. Tenant agrees to remove any antennas
or Satellite dishes at the end of the lease term or any
extensions thereof and to repair the roof, all at Tenant's
expense.
Article 51: BROKERAGE FEE
In connection with the leasing space in the Building currently
described as West Bloomington Business Center, Woodbridge
Partners, Inc. ("Broker") has introduced MGI PHARMA, INC.
("Tenant") as a prospective tenant of the Building and will be
entitled to the payment of a Commission ("Commission") which
shall be earned and absolute upon the consummation of a Lease
("Lease") between West Bloomington Business Center, LLC, and the
Landlord of the Buildings(s) ("Landlord") and Tenant according to
the terms as set forth herein.
The Commission payable by Landlord to Broker shall be for the
space initially leased by Tenant (the "Initial Space"), as well
as any expansion space anywhere in West Bloomington Business
Center ("Expansion Space").
The Commission for the initial lease shall be $64,487.00 and
shall be payable as follows:
One half within 45 days of the signing of the lease by both
parties and the balance within 30 days of the lease commencement
date.
The Commission payable for an option to extend, whether in
accordance with Article 46 or otherwise, shall be $2.20 per
square foot and shall be payable upon the first day of the option
period.
The Commission payable for an expansion into the Expansion Space,
whether in accordance with Article 48 or otherwise, shall be $.55
per square foot per year (prorated for partial years) up to a
maximum of $2.75 per square foot.
The Commission for expansion into the Expansion Space shall be
payable on the effective date of the expansion.
If Tenant leases any other additional space in the property
pursuant to Article 49 or otherwise and Tenant's broker of record
is instrumental in causing Tenant to lease such space, then
Landlord shall pay Tenant's broker of record a commission
consistent with fees being offered to outside brokers that bring
tenants to the Property, not to exceed $.55 per square foot per
year (prorated for partial years).
Landlord acknowledges that Woodbridge Partners, Inc. represents
Tenant and that Landlord does not rely on Woodbridge Partners,
Inc. for advice or representation.
--------------------------
The following exhibits are not filed herewith. They will be provided to the
Commission upon request.
Exhibit Description
------- -----------
Exhibit A Legal Description
Exhibit B Demised Premises (also Expansion Space)
Exhibit C Improvements
Exhibit D Building Rules and Regulations
Exhibit E Operating Expense Exclusions
Exhibit F Work Letter Agreement
Exhibit G Sign Criteria
