Exhibit 10.10
[GLOBAL MAINTECH LOGO]
SUB-LEASE AGREEMENT
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This Agreement is entered into this 12th day of December, l995, between
Global MAINTECH, Inc., a Minnesota corporation (MAINTECH), and Art-In-Motion,
Inc., a Minnesota corporation ("Art").
WHEREAS, Art has occupied and leased the space at 0000 Xxxx Xxxx Xxxxxxx,
Xxxx Xxxxxxx ("space") and seeks to vacate the space;
WHEREAS, MAINTECH desires to occupy the space;
WHEREAS, Art is in Chapter ll reorganization and is obligated to past
rent to Xxxxxxx X. Xxxxx, the landlord;
WHEREAS, Art has the right to sublease the space, and both parties have
notified Xxxxxxx X. Xxxxx and have received verbal acceptance that Art may
sublease to MAINTECH;
NOW, THEREFORE, the parties mutually agree:
l. MAINTECH hereby subleases the space from Art;
2. The terms of the sublease are identical to those of the lease dated
June 22, l995 between Art and Xxxxxxx and Xxxxxxx Xxxxx (the owner and landlord
of the space) and this lease is attached to and considered a part of this
Agreement;
3. The deposit referred in the lease dated June 22, l995 and made by Art
is now the property of MAINTECH;
4. MAINTECH is not obligated for any outstanding obligations of Art,
including those relating to the space or the lease dated June 22, l995;
5. MAINTECH shall be obligated for lease payments with the time period
beginning January l, l996 and continuing to the end of the lease period;
6. MAINTECH is accepting the space on an "as is" basis and has no claims
on Art for cleaning or repairs;
7. This Agreement shall be governed by the laws of the State of Minnesota
and shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns.
AGREED BY: Global MAINTECH, Inc. Accepted by
by /s/ Xxxxx XxXxxxxxx /s/ Xxxxxxx X. Xxxxx
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its Chief Executive Officer
Art-In-Motion, Inc
by /s/ Xxxx Gulfuss
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its
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OFFICE LEASE
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THIS AGREEMENT, made this 22nd day of June, 1995, by and between Xxxxxxx
and Xxxxxxx Xxxxx, hereinafter called the Lessor or Landlord and Art-In-Motion,
Inc. hereinafter called the Tenant.
WITNESSETH:
That the Lessor, in consideration of the rents and covenants hereinafter
mentioned, does hereby demise, lease and let unto the Tenant, and the Tenant
does hereby hire and take from the Lessor, the following described premises
located in the County of Hennepin and State of Minnesota, more particularly
described as comprising approximately 3,106 square feet on the main floor of the
Building located at 0000 Xxxx Xxxx Xxxxxxx, which is to be used and occupied as
an office for the transaction of the business of Tenant, which is production of
visual and audio communications and for no other purpose.
TO HAVE AND HOLD said premises just as they are, without any liability or
obligation on the part of the Lessor to make any alteration, improvements or
repairs of any kind on or about said premises (save and except as otherwise
stated herein) for a term of Three Years from and after the 1st day of August,
1995 and terminating on the 31st day of July, 1998. In the event that said
premises are not ready for occupancy on the commencement date thereof, this
lease shall not be void or voidable, nor shall Lessor be liable to Tenant for
any loss or damage resulting therefrom; but in such event there shall be a pro-
rata abatement of rent for the period between the aforesaid commencement date of
the term and the date when said premises are ready for occupancy.
ARTICLE I. BASE RENT
The Tenant shall pay to the Lessor as base rent for the premises
$2,682.21 per month ($32,186.52 per annum) in advance on the
first day of each month during the entire term of this lease. In
the event of any fractional months occurring during the term of
this lease, Tenant shall pay a pro-rata portion of said
fractional month. Said rental is sometimes hereinafter referred
to as "annual base rental" or "monthly base rental." Rent will
commence September 15, 1995. There will be no rent charge for
July 1995, August 1995, or the first two weeks in September 1995.
All rental checks shall be made payable to Xxxxxxx and Xxxxxxx
Xxxxx, and mailed to 000 X. X. Xxxxx Xxxxxx, Xxxxxxx Xxxxx,
XX 00000.
ARTICLE II. ADDITIONAL RENTAL
In addition to the annual base rental described in the foregoing
paragraph of this lease, Tenant shall pay all of its utilities in
relation to the premises; water, sewer, rubbish removal, gas, and
electricity.
ARTICLE III. SECURITY DEPOSIT
On or before July 1, 1995, Tenant shall deposit with Lessor the
sum of Two Thousand Six Hundred Eighty Two and 21/100 Dollars
($2,682.21) (the"Security Deposit") as security for the full and
faithful performance of this Lease to be performed by Tenant. If
Tenant defaults with respect to any provision of this Lease,
including, without limitation, the provisions relating to the
payment of Base Rent, or Additional Rent, the repair of damage to
the Premises and/or cleaning or restoring the Premises upon
termination of this Lease, Lessor may use, apply or retain all or
any part of this security deposit for the payment of any Base
Rent, or Additional Rent or other sum in default and any amounts
which Lessor may spend or become obligated to spend by reason of
Tenant's default to the full extent permitted by law. If any
portion of said deposit is so used, applied or retained, Tenant
shall, within the (10 days after written demand therefor, deposit
cash with Lessor in an amount sufficient to restore the security
deposit to an amount equal to one monthly installment of the
then-applicable Base Rent, and other charges payable hereunder by
Tenant multiplied by the number of months worth of Base Rent
represented by the initial security deposit, and Tenant's failure
to
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do so shall be a material default and breach of the Lease. Lessor
shall not be required to keep any security deposit separate from
its general funds, and Tenant shall not be entitled to interest
on any such deposit. If Tenant shall fully and faithfully perform
every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Tenant or to
the last assignee of Tenant's interest hereunder within sixty
days after the expiration of the Term.
ARTICLE IV. OVERDUE AMOUNTS--RENT INDEPENDENT
Any installment of Base Rent, or other charges to be paid by
Tenant accruing under the provisions of this Lease, which shall
not be paid when due, shall bear interest at the rate of eighteen
percent (18%) per annum from the date when the same is due until
the same shall be paid, but if such rate exceeds the maximum
interest rate permitted by law, such rate shall be reduced to the
highest rate allowed by law under the circumstances. Tenant's
covenants to pay the Base Rent and the Additional Rent are
independent of any other covenant, condition, provision or
agreement herein contained.
ARTICLE V. INSURANCE
Lessor shall keep the Building insured for the benefit of Lessor
in an amount equivalent to the full replacement value thereof
(excluding foundation, grading and excavation costs) against:
(a) loss or damage by fire; and
(b) such other risk or risks of a similar or dissimilar nature
as are now, or may in the future be, customarily covered with
respect to buildings and improvements similar in construction,
general location, use, occupancy and design to the Building,
including, but without limiting the generality of the foregoing,
windstorms, hail, explosion, vandalism, malicious mischief, civil
commotion, and such other coverage as may be deemed necessary by
Lessor, providing such additional coverage is obtainable and
providing such additional coverage is such as is customarily
carried with respect to buildings and improvements similar in
construction, general location, use, occupancy and design to the
Building.
These insurance provisions shall in no way limit or modify any of
the obligations of Tenant under any provision of this Lease
Agreement. Lessor agrees that such policy or policies of
insurance shall permit releases of liability as provided herein
and/or waiver of subrogation clause as to Tenant and Lessor
waives, releases and discharges Tenant from all claims or demands
whatsoever which Lessor may have or acquire arising out of damage
to or destruction of the Building or loss of use thereof
occasioned by fire or other casualty, which such claim or demand
may arise because of the negligence or fault of Tenant, its
agents, employees, customers or business invitees, or otherwise,
and Lessor agrees to look to the insurance coverage only in the
event of such loss. Notwithstanding the foregoing, Tenant shall
be obligated to pay the rental called for hereunder in the event
of damage to or destruction of the Premises or the Building if
such damage or destruction is occasioned by the negligence or
fault of Tenant, its agents or employees. Insurance premiums paid
thereon shall be a portion of the "Operating Expenses" described
in Rental Adjustment hereof.
Tenant shall keep all of its machinery, equipment, furniture,
fixtures, personal property (including also property under the
care, custody, or control of Tenant) and business interests which
may be located in, upon, or about the Premises insured for the
benefit of Tenant in an amount equivalent to the full replacement
value or insurable value thereof against:
(a) loss or damage by fire; and
(b) such other risk or risks of a similar or dissimilar nature
as are now, or may in the future be, customarily covered with
respect to a tenant's machinery, equipment, furniture, fixtures,
personal property and business located in a building similar in
construction, general location, use, occupancy and design to the
Building, including, but without limiting the generality of the
foregoing, windstorms, hail, explosions, vandalism, theft,
malicious mischief civil commotion, and such other coverage as
Tenant may deem appropriate or necessary.
Tenant agrees that such policy or policies of insurance shall
permit releases of liability as provided herein and/or waiver of
subrogation clause as to Lessor and Tenant waives, releases and
discharges Lessor, its agents, employees, and contractors from
all claims or demands whatsoever which Tenant may have or acquire
arising out of damage to or destruction of the machinery,
equipment, furniture, fixtures, personal property, and loss of
use thereof occasioned by fire or other casualty, whether such
claim or demand may arise because of the negligence or fault of
Lessor, its agents, employees, contractors or otherwise, and
Tenant agrees to look to the insurance coverage only in the event
of such loss.
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Lessor shall, as a portion of the Operating Expenses maintain,
for its benefit and the benefit of its managing agent, general
public liability insurance against claims for personal injury,
death or property damage occurring upon, in or about the
Building, such insurance to afford protection to Lessor and its
managing agent.
Tenant shall, at Tenant's sole cost and expense but for the
mutual benefit of Lessor, its managing agent and Tenant, maintain
general public liability insurance against claims for personal
injury, death or property damage occurring upon, in or about the
Premises, such insurance to afford protection to Lessor, its
managing agent and Tenant to the limit of not less than One
Million and No/100 Dollars ($1,000,000.00) in respect to the
injury or death to a single person, and to the limit of not less
than One Million and No/100 Dollars ($1,000,000.00) in respect to
any one accident, and to the limit of not less than Five Hundred
Thousand and No/100 Dollars ($500,000.00) in respect to any
property damage. Such policies of insurance shall be written in
companies reasonably satisfactory to Lessor, naming Lessor and
its managing agent as additional insured thereunder, and such
policies, or a memorandum or certificate of such insurance, shall
be delivered to Lessor endorsed "Premium Paid" by the company or
agency issuing the same or accompanied by other evidence
satisfactory to Lessor that the premium thereon has been paid. At
such time as insurance limits required of tenants in office
buildings in the area in which the Building is located are
generally increased to greater amounts, Lessor shall have the
right to require such greater limits as my then be customary.
Tenant agrees to include in such policy the contractual liability
coverage insuring Tenant's indemnification obligations provided
for herein. Any such coverage shall be deemed primary to any
liability coverage secured by Lessor.
Tenant agrees to indemnify and save Lessor and its managing agent
harmless against and from any and all claims, loss, damage and
expense by or on behalf of any person or persons, firm or firms,
corporation or corporations, arising from any breach or default
on the part of Tenant in the performance of any covenant or
agreement on the part of Tenant to be performed, pursuant to the
terms of this Lease, or arising from any act of negligence on the
part of Tenant or its agents, contractors, servants, employees or
licensees, or arising from any accident, injury or damage to the
extent caused by Tenant, its agents, and employees to any person,
firm or corporation occurring during the term of this Lease or
any renewal thereof, in or about the Premises and the Building,
and from and against all costs, reasonable counsel fees, expenses
and liabilities incurred in or about any such claim or action or
proceeding brought thereon; and in case any action or proceeding
be brought against Lessor or its managing agent by reason of any
such claim, Tenant, upon notice from Lessor, covenants to resist
or defend such action or proceeding by counsel reasonably
satisfactory to Lessor.
Tenant agrees, to the extent not expressly prohibited by law,
that Lessor, its agents, employees and servants shall not be
liable, and Tenant waives all claims for damage to property and
business sustained during the term of this Lease by Tenant
occurring in or about the Building, resulting directly or
indirectly from any existing or future condition, defect, matter
or thing in the Premises, the Building, or any part thereof, or
from equipment or appurtenances becoming out of repair or from
accident, or from any occurrence or act or omission of Lessor,
its agents, employees or servants, or any tenant or occupant of
the building or any other person. This paragraph shall apply
especially, but not exclusively, to damage caused as aforesaid or
by the flooding of basements or other subsurface areas, or by
refrigerators, sprinkling devices, air conditioning apparatus,
water, snow, frost, steam, excessive heat or cold, falling
plaster, broken glass, sewage, gas, odors or noise, or the
bursting or leaking of pipes or plumbing fixtures, and shall
apply equally, whether any such damage results from the act or
omission of other tenants or occupants in the Building or any
other persons, and whether such damage be caused by or result
from any of the aforesaid, or shall be caused by or result from
other circumstances of a similar or dissimilar nature.
Anything therein to the contrary notwithstanding, in the event
any damage to the Building results from any act or omission of
Tenant, its agents, employees or invitees, and all or any portion
of Lessor's loss is "deductible", Tenant shall pay to Lessor the
amount of such deductible loss (not to exceed $1,000 per event).
All property in the Building or on the Premises belonging to
Tenant, its agents, employees, invitees or otherwise located at
the Premises, shall be at the risk of Lessee only, and Lessor
shall not be liable for damage thereto or theft, misappropriation
or loss thereof and Tenant agrees to defend and hold Lessor, its
agents, employees and servants harmless and indemnify them
against claims and liability for injuries to such property.
ARTICLE VI. REPAIRS
Tenant agrees to keep the demised premises in as good condition
and repair as they were in at the time Tenant took possession of
the same, reasonable wear and tear excepted; to keep the leased
premises in a clean and sanitary condition; not to commit any
nuisance or waste on the leased premises; overload the premises;
throw foreign substances in plumbing facilities; or waste any of
the utilities furnished by Landlord. If Tenant shall
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fail to keep and preserve the demised premises in the state or
condition required by the provisions of this paragraph, the
Lessor 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. Tenant agrees
to abide by such rules and regulations as may be reasonably
promulgated by the Landlord from time to time.
ARTICLE VII. TENANT COVENANTS:
A. Tenant as a material part of the consideration to be rendered
to Lessor under this lease, hereby waives all claims against
Lessor for damages to goods, wares and merchandise, in, upon or
about said premises and for injuries to persons in or about said
premises, from any cause arising at any time and Tenant will hold
Lessor exempt and harmless for and on account of any damage or
injury to any person or to the goods, wares and merchandise of
any person, arising from the use of the premises by Tenant, or
arising from the failure of Tenant to keep the premises in good
condition as herein provided. Lessor shall not be liable to
Tenant for any damage by or from any act or negligence of any co-
tenant or other occupant of the building, or by any owner or
occupant of adjoining or contiguous property. Tenant agrees to
pay for all damage to the building, as well as all damage to
Tenants or occupants thereof caused by Tenant's misuse or neglect
of said premises, its apparatus or appurtenances.
B. Tenant shall not use, or permit said premises, or any part
thereof, to be used, for any purpose or purposes other than the
purpose or purposes for which said premises are hereby leased, to
wit: production of visual and audio communications and no use
shall be made or permitted to be made of said premises, nor acts
done, which will increase the existing rate of insurance upon the
building in which said premises are located or cause a
cancellation of any insurance policy covering said building or
any part thereof, nor shall Tenants sell, or permit to be kept,
used, or stored in or about said premises any article which may
be prohibited by the standard form of fire insurance policy.
Tenant shall not commit or suffer to be committed any waste upon
the said premises, or any public or private nuisance, or other
act or thing which may disturb the quiet enjoyment of any other
of any other Tenant in the building in which the premises are
located, nor, without limiting the generality of the foregoing,
shall Tenant allow said premises to be used for any improper,
immoral, unlawful or objectionable purpose and nothing shall be
prepared, manufactured or mixed in said premises which might emit
an odor in the corridors of said building, nor shall Tenant use
any apparatus, machinery or device in or about the demised
premises which shall make any noise or set up any vibration, or
which shall in any way increase the amount of electricity, water
or other service to be furnished or supplied under this lease.
Tenant shall comply with all requirements of all municipal, state
and federal authorities now in force or which may hereafter be in
force pertaining to said premises and shall faithfully observe in
the use of the premises all municipal ordinances and state and
federal statutes now in force or which may hereafter be in force.
Tenant will reimburse Lessor for any expense or damage incurred
by Lessor in enforcing any of the covenants set out in this
Lease.
ARTICLE VIII. ASSIGNMENT AND SUBLETTING
Tenant shall not assign this lease or any interest therein, and
shall not sublet the said premises or any part thereof, or any
right or privilege appurtenant thereto or suffer any other
person, firm or corporation to occupy or use the said premises,
or any portion thereof, without the written consent of Lessor
first had and obtained, and a consent of one assignment,
subletting, occupation or use by any other person, firm or
corporation, shall not be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by any other
person, firm or corporation. Any such assignment or subletting
without such consent shall be void, and shall, at the option of
Lessor, terminate this Lease. This Lease shall not, nor shall any
interest therein, be assignable, as to the interest of Tenant by
operation of law, without the written consent of Lessor. Lessor's
right to assign this lease is and shall remain unqualified. The
consent of Lessor to an assignment, subletting, occupation or use
shall not be unreasonably withheld.
ARTICLE IX. SUBORDINATION
This Lease shall be subject and subordinate to any mortgage, deed
of trust or ground lease now or hereafter placed upon the
Premises, the Building, the Property, or any portion thereof by
Lessor, its successors or assigns, and to amendments,
replacements, renewals and extensions thereof. Tenant agrees at
any time hereafter, upon demand, to execute and deliver any
instruments, releases or other documents that may be reasonable
required for the purpose of subjecting and subordinating this
Lease, as above provided, to the lien of any such mortgage, deed
of trust or ground lease. It is agreed, nevertheless, that as
long as Tenant is not in default in the payment of Base Rent,
Additional Rent, and the payment of other charges to be paid by
Tenant under this Lease, and the performance of all covenants,
agreements and conditions to be performed by Tenant under this
Lease, then neither Tenant's right to quiet enjoyment under this
Lease, nor the right of Tenant to continue to occupy the Premises
and to conduct its business thereon, in accordance with the terms
of this Lease as against any lessor, tenant, mortgagee, trustee,
or their successors or assigns shall be interfered with.
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The above subordination shall be effective without the necessity
of the execution and delivery of any further instruments on the
part of Tenant to effectuate such subordination. Notwithstanding
anything hereinabove constrained in this Article X, in the event
the holder of any mortgage, deed of trust or ground lease shall
at any time elect to have this Lease constitute a prior and
superior lien to this mortgage, deed of trust or ground lease,
then, and in such event, upon any such holder or landlord
notifying Tenant to that effect in writing, this Lease shall be
deemed prior and superior in lien to such mortgage, deed of
trust, ground lease, whether this Lease is dated prior to or
subsequent to the date of such mortgage, deed of trust or ground
lease and Tenant shall execute such attainment agreement as may
be reasonably requested by said holder.
Tenant agrees, provided the mortgagee, ground lessor or trust
deed holder under any mortgage, ground lease, deed of trust or
other security instrument shall have notified Tenant in writing
(by the way of a notice of assignment of lease or otherwise) of
its address, Tenant shall give such mortgagee, ground lessor or
trust deed holder, or other secured party, simultaneously with
delivery of notice to Lessor, by registered or certified mail, a
copy of any such notice of default served upon Lessor. Tenant
further agrees that such mortgagee, ground lessor or trust deed
holder, or other secured party shall have the right to cure any
alleged default during the same period that Lessor has to cure
such default.
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ARTICLE X. INSTALLATION OF IMPROVEMENTS; ALTERATIONS
Subject to Tenant's performance of its obligations hereunder,
Lessor agrees to install at Lessor's cost and expense the
improvements described in Exhibit A attached hereto. All other
improvements to the Premises shall be installed at the cost and
expense of Tenant (which cost shall be payable on demand by
Lessor as Additional Rent), but only in accordance with plans and
specifications which have been previously submitted to and
approved in writing by Lessor, and only by Lessor or by
contractors and subcontractors approved in writing by Lessor
(which approval shall not be unreasonably withheld). Tenant shall
not be allowed to make any alterations, modifications,
improvements, additions, or installations if such action results
or would result in a labor dispute or otherwise would materially
interfere with Lessor's operation of the building. All
alterations, additions, improvements and partitions erected by
Tenant shall be and remain the property of Tenant during the term
of this Lease and Tenant shall, unless Lessor otherwise elects as
hereinafter provided, remove all alterations, additions,
improvements and partitions erected by Tenant and restore the
Premises to its original condition by the date of expiration or
termination of this Lease or upon earlier vacating of the
Premises and title shall pass to Lessor under this Lease as by a
xxxx of sale. All such removals and restoration shall be
accomplished in a good workmanlike manner by contractors approved
in writing by Lessor so as not to damage the primary structure or
structural qualities of the Building. All alterations, additions
or improvements proposed by Tenant shall be constructed (a) in a
first-class manner consistent with the Building; and (b) in
accordance with all governmental laws, ordinances, rules and
regulations, including, without limitation, the ADA. Tenant
shall, prior to construction, provide such assurances to Lessor
including but not limited to, waivers of lien, surety company
performance and payment bonds and personal guaranties of
individuals of substance, as Lessor shall require to assure
payment of the costs thereof and to protect Lessor against any
loss from mechanics', laborers', materialmen's or other liens. If
such improvements are not being performed by Lessor, Tenant shall
permit Lessor, if Lessor so desires, to supervise construction
operations in connection with such work. Tenant will pay Lessor a
reasonable fee for Lessor's inspection and engineering time. In
no event will such supervision or right to supervise by Lessor,
nor shall any approvals given by Lessor under this Lease,
constitute any warranty by Lessor to Tenant of the adequacy of
the design, workmanship or quality of such work or materials for
Tenant's intended use or impose any liability upon Lessor in
connection with the performance of such work.
ARTICLE XI. DAMAGE BY FIRE OR OTHER CASUALTY
In the event of a partial destruction of said premises during the
term of this lease, from any cause, Lessor shall forthwith repair
the same, provided such repairs can be made within ninety (90)
days and such partial destruction shall in nowise annul or void
this Lease, except that Tenant shall be entitled to a
proportionate deduction of rent while such repairs are being
made, if such repairs shall interfere with the business carried
on by Tenant in the said premises. In the event that such repairs
cannot be made within such one hundred eighty (180) day period,
this Lease may be terminated at the option of either party. In
the event that the building in which the demised premises are
situated is destroyed to the extent of sixty-five percent (65%)
or more of the replacement cost thereof, Lessor may elect to
terminate this Lease, whether the demised premises be injured or
not. A total destruction of the building in which the said
demised premises are situated shall terminate this Lease. In the
event of any dispute between Lessor and Tenant relative to the
provisions of this paragraph, they shall each select an
arbitrator, the two arbitrators so selected shall select a third
arbitrator, and the three arbitrators so selected shall hear and
determine the controversy and their decision thereon shall be
final and binding upon both Lessor and Tenant, who shall bear the
cost of such arbitration equally between them.
ARTICLE XII. EMINENT DOMAIN
If the demised premises are taken by any public authority under
the power of eminent domain, then the term of the Lease shall
cease as of the date of possession by such public authority, and
Lessor shall make a pro-rata refund of any rent that may have
been paid in advance. All damages awarded for such taking under
the power of eminent domain shall belong to and be the property
of Lessor, irrespective of the basis upon which they are awarded.
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ARTICLE XIII. SURRENDER OF PREMISES
A. On the last day of the term of this Lease, or on the sooner
termination thereof, Tenant shall peaceably surrender the leased
premises in good condition and repair, wear and tear, and damage
from fire or other casualty for which insurance is normally
procured excepted. On or before the last day of the term of the
Lease or the sooner termination thereof, Tenant shall at its
expense remove all of its equipment from the Leased premises,
and any property not removed shall be deemed abandoned. All
alterations, additions and fixtures, other than Tenant's
equipment, which have been made or installed by either Lessor or
Tenant upon the lease premises shall remain as Lessor's property
and shall be surrendered with the leased premises as a part
thereof. If the leased premises be not surrendered at the end of
the term or sooner termination thereof, Tenant shall indemnify
Lessor 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 leased premises
to Lessor at the place then fixed for the payment of rent and
shall inform Lessor of combinations on any locks and safes on the
leased premises.
B. In the event Tenant remains in possession of the premises
herein leased after the expiration of the term of this Lease and
without the execution of a new lease, the Tenant shall be deemed
to be occupying said premises as a Tenant from month to month,
subject to all the conditions, provisions and obligations of this
lease insofar as the same can be applicable to a month-to-month
tenancy, but the monthly rental set forth on page one of this
Lease shall be increased by a sum equal to One Hundred Fifty
Percent (150%) of said monthly rental.
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ARTICLE XIV. NOTICES
All notices to be given Tenant shall be given in writing
personally or by depositing the same in the United State Mail,
postage prepaid and addressed to Tenant at said premises, whether
or not Tenant has departed from, abandoned or vacated the
premises.
All notices to be given to Lessor shall be given in writing
personally or by depositing the same in the United State Mail,
postage prepaid and addressed to Xxxxxxx and Xxxxxxx Xxxxx,
000 X. X. Xxxxx Xxxxxx, Xxxxxxx Xxxxx, XX 00000.
Each term and each provision of this Lease to be performed by
Tenant shall be construed to be both a covenant and a condition.
All preliminary negotiations are merged into and incorporated in
this lease. This lease shall be modified or amended only by an
agreement in writing signed by the parties hereto. All provisions
hereof shall be binding upon the heirs, personal representatives,
successors and assigns of each party hereto.
ARTICLE XV. MISCELLANEOUS
A. The Lessor or its employees or agents shall have the right to
enter the premises at all reasonable times for the purpose of
inspection, cleaning, repairing, altering or improving the same
or the building of which the premises is a part. Right to enter
to be during tenant's business hours with prior notice.
B. Tenant agrees to pay all sums of money in respect to any
labor, services, materials, supplies or equipment furnished or
alleged to have been furnished to Tenant in or about the demised
premises which may be secured by any mechanic's lien or other
lien against the demised premises or the building in which the
demised premises are situated or the Lessor's interest therein
and will cause each such lien to be discharged at the time
performance of any obligation secured thereby matures, provided
that Tenant may contest such lien by depositing with Lessor a
deposit of cash in an amount sufficient to satisfy such lien, all
attorney's fees thereon and all interest, cost and disbursements
thereon, or may make such deposit with the District Court of the
County in which the demised premises are situated. The Lessor
shall have the right to post and maintain on the demised
premises, notices of non-responsibility for mechanics' liens
under the laws of the State of Minnesota.
C. The appointment of a receiver to take possession of all of
the assets of Tenant or a general assignment by Tenant for the
benefit of creditors or any action taken or suffered by Tenant
under any insolvency or bankruptcy act shall constitute a breach
of this lease by Tenant. The Tenant's duty to pay rent shall not
terminate if the Tenant abandons the premises, is removed from
the premises or if the Lessor re-enters the premises in
accordance with the Lease provisions. In addition, Lessor
specifically retains and preserves all of its common law rights
and remedies. In the event of any breach of this Lease by Tenant,
then Lessor, besides other rights or remedies he may have, shall
have the immediate right of reentry and may remove all persons
and property from the demised premises; such property may be
removed and stored in any other place in the building in which
the demised premises are situated, or in any other place, of the
account of, and at the expense and risk of the Tenant. Tenant
hereby waives all claims for damages which may be caused by the
re-entry of Lessor and taking possession of the demised premises
or removing or storing the furniture and property of Tenant as
herein provided, and will save Lessor harmless from any loss,
costs or damages occasioned Lessor thereby, and no such re-entry
shall be considered or construed to be a forcible entry. Should
Lessor elect to re-enter, as herein provided, or should he take
possession pursuant to legal proceedings or pursuant to any
notice provided for by law, he may either terminated this Lease
or he may from time to time, without terminating this Lease,
relet said premises or part thereof for such term or terms and at
such rental or rentals and upon such other terms and conditions
as Lessor in its sole discretion my deem advisable, with the he
right to make alterations and repairs to said premises. Rentals
received by Lessor from such reletting shall be applied: First,
to the payment of any indebtedness other than rent due hereunder
from Tenant to Lessor; Second, to the payment of rent due and
unpaid hereunder; Third, to the payment of any cost of such
reletting; Fourth, to the payment of any cost of any alterations
and repairs to the premises; and the residue, if any, shall be
held by Lessor and applied in payment of future rent as the same
may become due and payable hereunder. Should such rentals
received from such reletting during any month be less than that
agreed to be paid during that month by Tenant hereunder, then
Tenant shall pay such deficiency to Lessor. Such deficiency shall
be calculated and paid monthly. No such re-entry or taking
possession of said premises by Lessor shall be construed as an
election on its part to terminate this Lease unless a written
notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without
termination, Lessor may at any time thereafter elect to terminate
this lease for such previous breach. Should Lessor at any time
terminate this Lease for any breach, in addition to any other
remedy he may have, he may recover from Tenant all damages he may
incur by reason of such breach, including the cost or recovering
the premises, 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
9
this lease for the remainder of the stated term over the then
reasonable rental value of the premises for the remainder of the
stated term.
D. The conditions, covenants and agreements in the foregoing
Lease contained to be kept and performed by the parties hereto
shall be binding upon said respective parties, their heirs,
executors, administrators successors and assigns.
E. The Tenant shall pay promptly all taxes and assessments
levied on or against Tenant's property on said premises, and all
license, permit, occupational and inspection fees assessed or
charged against said premises or either party to this Lease by
reason of the Tenant's use or occupancy of said premises, and the
Tenant shall hold the Lessor free and harmless from any loss,
damage or expense arising out of or by reason of any charges
specified in this paragraph.
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F. This Agreement and its attached Exhibits constitutes the
entire agreement between the parties, and each party understands
that there are no other oral understandings or agreements other
than those set out herein. This agreement cannot be added to,
altered or amended in any way except by a written agreement
signed by both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Lease
Agreement, the day and year first above written.
LESSOR
IN THE PRESENCE OF: Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
---------------------------- ----------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
----------------------------
TENANT
Art-In-Motion, Inc.
/s/ Xxxx Gulfuss
---------------------------- ----------------------------
By:
-----------------------
Its: CEO
-----------------------
JJD:#6
EXHIBIT "B"
HAZARDOUS SUBSTANCES
The TENANT, its employees and/or invitees shall not without the prior written
consent of LESSOR bring into the Demised Premises or common areas, or permit to
be in the Demised Premises or common areas, or release from the Demised Premises
or common areas any "HAZARDOUS SUBSTANCES." For Purposes hereof, "HAZARDOUS
SUBSTANCES" shall mean any toxic or hazardous substance or waste pollutant or
contaminant (including, without limitation, asbestos, urea formaldehyde, the
group of organic compounds known as polychlorinated biphenyls petroleum products
including gasoline, fuel, oil crude oil and various constituents of such
products) and any hazardous substance as defined in any state, local or federal
law, regulation, rule, policy or order relating to the protection of the
environment.
The LESSOR may withhold or condition consent as it sees fit, in its absolute
discretion. Notwithstanding any termination of the Lease, the TENANT will
indemnify and hold the LESSOR harmless from any cost, expense, or damage
resulting from a violation of the Exhibit, and will, upon request from the
LESSOR promptly remove at its sole expense any material so brought or released
in violation of this Exhibit. The LESSOR may, from time to time inspect the
Leased Premises to determine compliance with this Exhibit, and require the
TENANT certify to such compliance. A violation of this Exhibit is a breach for
which the LESSOR need not provide notice or a period to cure, and any contrary
provision in this Lease is hereby modified to so provide.
EACH ITEM ON THE FOLLOWING CHECKLIST MUST BE ANSWERED
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1. Will any chemicals be used or stored on the premises? YES NO x
--- ---
If yes, list all chemicals that are to be used or stored in the premises.
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
2. Will any materials be used or stored on the premises that appear on any
local, state or federal list of "HAZARDOUS SUBSTANCES" YES NO x
If yes, list all items in the space provided. --- ---
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
3. Do you have any permits to handle, use or store "HAZARDOUS SUBSTANCES?"
YES NO x
--- ---
IF YES, ATTACH COPIES OF THESE PERMITS TO THIS EXHIBIT.
4. Will any flammables be used or stored on the premises? YES NO x
--- ---
If yes, list type, quantities and how the flammable will be stored.
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
Tenant certifies that the above information is true, complete and correct.
Further, Tenant understands and agrees that no substances other than those
listed above and approved by the Lessor may be used or stored on the premises
and that any additions to the above list must be approved in writing.
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INITIAL
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