EXHIBIT 10.1
RIVERPLACE
OFFICE LEASE AGREEMENT
This Lease Agreement ("Lease"), made this 4th day of February, 1994, between
Riverplace Inc., a Minnesota Corporation ("Lessor"), and Xxxxxx Investment
Corporation, a Minnesota Corporation ("Tenant");
WITNESSETH, THAT
1. Demised Premises. Lessor, subject to the terms and conditions
hereof, hereby leases to Tenant the premises ("Demised Premises") shown
crosshatched on the floor plan attached hereto as Exhibit A, comprising 3,276
square feet of net rentable area, in accordance with BOMA standards, on the
Fifth floor, known as Suite 506, located in the building known as Exposition
Hall ("Building") at Riverplace, Xxxxxxxxxxx, Xxxxxxxxx 00000, situated on
parcel or parcels of real property ("Land") described on Exhibit B attached
hereto and identified thereon in connection with the Building. To the extent the
total square footage is greater than or less than 3,276 rentable square feet,
then there will be an adjustment to the lease payment. The term "Building" shall
include the structure situated on the Land and all areas servicing the same,
such as skyways, lobby areas, access areas or other public areas, whether now or
hereafter constructed.
2. Term. Tenant takes the Demised Premises from Lessor, upon the terms
and conditions herein contained, to have and to hold the same for the term
("Lease Term") commencing on the 1st day of March, 1994, and continuing
thereafter to and including the 31st day of March, 1999, unless sooner
terminated as provided in this Lease. The Lease term shall commence the later of
March 1, 1994, or the date Landlord's buildout as provided in Exhibit F is
substantially complete.
3. Base Rent. Tenant agrees to pay to Lessor during the Lease Term a
monthly base rent ("Base Rent") of one thousand seven hundred sixty and 85/100
($1,760.85) for the first eighteen months of the lease term and one thousand
five hundred sixty seven and 02/100 ($1,567.02) for the remaining forty three
months of the lease term, payable to Lessor on the first day of each month in
advance, without deduction or setoff of any kind, and delivered to Riverplace
Inc., 00 Xxxx Xxxxxx X.X., Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or to such
other place as may from time to time be designated by Lessor.
4. Use. Tenant shall use the Demised Premises only as a business office
for Tenant's business of real estate development and activities reasonably
related to real estate development, and shall not use the Demised Premises for
any other use or purpose without the prior written consent of Lessor.
5. Operating Costs. Tenant shall, for the entire Lease Term, pay to
Lessor as additional rent, without any setoff or deduction therefrom, its
Proportionate Share of all costs and expenses which Lessor or Lessor's manager
may incur because of or in connection with the ownership, maintenance,
management and operation of the Land and/or the Building ("Operating Costs").
"Proportionate Share" is defined as the portion of Operating Costs equivalent to
a fraction of the total thereof, the numerator of which is the number of net
rentable square feet comprising the Demised Premises and the denominator of
which is the greater of (i) the number of net rentable square feet actually
leased within the Building, or (ii) 95% of the number of net rentable square
feet contained within the Building. "Operating Costs" are defined to include all
expenses and costs (but not specific costs which are separately billed to and
paid by individual tenants) of every kind and nature which Lessor or Lessor's
manager shall pay or become obligated to pay because of or in connection with
the ownership, maintenance, management and operation of the Land, the Building
and supporting facilities of the Building, including but not limited to all real
estate taxes and annual installments of special or other assessments payable
with respect thereto, and all other taxes, excluding income, franchise or excise
taxes, service payments in lieu of taxes, excises, levies, fees, or charges,
general and special, ordinary and extraordinary, of any kind, which are
assessed, levied, charged, confirmed or imposed by any public authority upon the
Land and/or the Building, its operations or the rent provided for in this Lease;
management fees, insurance premiums, utility costs, janitorial costs, Building
security costs, costs of wages, maintenance costs relating to the Building
(including but not limited to sidewalks, skyways, landscaping and service
areas), services, service contracts, equipment and supplies and all other costs
of any nature whatsoever which for federal tax purposes may be expensed rather
than capitalized, but exclusive only of leasing commissions, depreciation, costs
of tenant improvements and payments of principal and interest on any mortgages,
deeds of trusts, or other security devices covering the Building. Operating
costs shall also include the yearly amortized portion of capital costs incurred
by the Lessor for improvements or structural repairs to the Building required to
comply with any change in the laws, rules or regulations of any governmental
authority having jurisdiction, or for purposes of reducing Operating Costs,
which costs shall be amortized over the useful life of such improvements or
repairs, as reasonably determined by Lessor. However, the yearly amortized
portion of capital costs will not exceed the deduction in operating costs.
Lessor represents that there are not now any such improvements contemplated as
of the date of this lease. Notwithstanding anything herein to the contrary,
operating costs for 1994 shall not exceed 105% of $7.71 per square foot.
As soon as reasonably practicable, prior to the commencement of the
Lease Term and prior to the commencement of each ensuing calendar year during
the Lease Term, Lessor shall furnish to Tenant an estimate of Operating Costs
for the first calendar year included in whole or in part in the Lease Term and
each ensuing calendar year. Tenant shall pay, as additional rent hereunder
together with each installment of Base Rent, one-twelfth (1/12th) of its
estimated annual Proportionate Share of Operating Costs. Operating Costs,
exclusive of real estate taxes, shall increase by no more than 5% per year. As
soon as reasonably practicable but no longer than 90 days after the end of each
calendar year included in whole or in part in the Lease Term, Lessor shall
furnish to Tenant a statement of the actual Operating Costs for the previous
calendar year, including Tenant's Proportionate Share of Operating Costs, and
within thirty (30) days thereafter Tenant shall pay to Lessor, or Lessor shall
credit to the next rent payments due Lessor from Tenant, as the case may be, any
difference between the actual Operating Costs payable by Tenant hereunder and
the estimated Operating Costs paid by Tenant. Tenant's Proportionate Share of
Operating Costs for the years in which this Lease commences and terminates shall
be prorated based upon the dates of commencement and termination of the Lease
Term. Notwithstanding any other provision herein to the contrary, it is agreed
that in the event that the Building is not fully occupied at any time during the
Lease Term, an adjustment shall be made in computing the Operating Costs for
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such year so that the Operating Costs shall be computed for such year as though
the Building had been fully occupied during such year (including, for real
estate tax purposes, as if fully occupied and assessed as a completed Building
during such year).
6. Additional Taxes. Tenant shall pay as additional rent to Lessor,
together with each installment of Base Rent, the amount of any gross receipts
tax, sales tax or similar tax, excise, charge, levy, fee, assessment, and any
such taxes imposed as or in lieu of real property taxes (but excluding therefrom
any income tax imposed on Lessor), which is payable, or which will be payable,
by Lessor by reason of the receipt of the Base Rent and adjustments thereof, or
by reason of renting any part of the Building to Tenant or Tenant's occupancy of
any part thereof.
7. Obligations of Lessor. So long as Tenant shall perform each and
every covenant to be performed by Tenant hereunder, Lessor agrees that Tenant
shall quietly enjoy the Demised Premises in accord with the provisions hereof
and that Lessor shall:
A. Furnish heat and air conditioning to provide an environment
that in Lessor's reasonable judgment is comfortable for
occupancy of the Demised Premises under normal business
operations and in accordance with any applicable regulations
daily from 8:00 A.M. to 6:00 P.M. (Saturdays after 1:00 P.M.,
Sundays and holidays excepted). If heat generating machines or
equipment are used in the Demised Premises which affect the
temperature otherwise maintained by the air conditioning
system, Lessor, at the request of Tenant, shall install
supplementary air conditioning equipment in the Demised
Premises, if such installation is deemed practical in the sole
judgment of Lessor, and the cost of any such equipment,
together with the cost of installation, operation and
maintenance thereof (including all utility costs incurred in
connection therewith) shall be paid by Tenant to Lessor as
additional rent, together with each installment of Base Rent,
at such rates as are determined by Lessor. Any such equipment
will be owned by Lessor. Lessor understands that Tenant shall
use those office machines or equipment as defined in Exhibit G
and acknowledges that none of the equipment shall require
supplemental air conditioning.
B. Provide passenger elevator service in common with others at
all times. Further, to provide freight elevator service in
common with others daily from 8:00 A.M. to 4:00 P.M.
(Saturdays, Sundays and holidays excepted).
C. Provide janitorial service in and about the Demised Premises
(Saturday, Sundays and holidays excepted).
D. Keep the foundations, the four exterior walls, the roof,
downspouts and gutters of the Building in good repair,
ordinary wear and tear excepted; provided, however, if the
need for such repairs is directly attributable to or results
from any activity being conducted within the Demised Premises,
Tenant agrees to reimburse Lessor for all costs and expenses
incurred by Lessor with respect to such repairs. Lessor shall
commence any repairs it is required to do hereunder as soon as
reasonably practicable after receiving written notice from
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Tenant of the necessity for such repairs, but in no event
shall Lessor be required to make any other repairs. Lessor's
obligations hereunder shall be subject to the provisions of
Sections 9 and 10.
E. Provide water for drinking, lavatory and toilet purposes drawn
through fixtures installed by Lessor at such points of supply
provided for general use of other tenants in the Building.
F. Provide electricity to the Demised Premises for normal
lighting and small business office equipment (but not
equipment using amounts of power disproportionate to that used
by other tenants in the Building). A service charge will be
assessed for electricity and any other utilities furnished for
heat generating machines, data processing equipment and
similar types of machines and equipment. Tenant shall use its
best efforts to conserve electricity. Lessor agrees to and
accepts the equipment as defined in Exhibit G as normal and
small office equipment.
G. Provide interior window covering of a venetian or similar type
blind for exterior windows. Tenant, at its own expense, and
with Lessor's prior written consent may install drapes or
other window coverings to the inside of said blinds (and if
installed shall maintain them in an attractive, according to
standards as established by other Tenants, and safe
condition); provided, however, in the reasonable discretion of
Lessor they are in harmony with the exterior and interior
appearance of the Building and create no safety or fire
hazard.
H. Furnish Tenant with two (2) keys for each corridor door
entering the Demised Premises, and additional keys at a charge
by Lessor on an order signed by Tenant. All such keys shall
remain the property of Lessor. No additional locks shall be
allowed on any door of the Demised Premises without Lessor's
written consent, and Tenant shall not make or permit to be
made any duplicate keys, except those furnished by Lessor.
Upon termination of this Lease, Tenant shall surrender to
Lessor all keys to the Demised Premises, and give to Lessor
the combination of all locks for safes, safe cabinets and
vault doors, if any, in the Demised Premises.
I. Make and install or provide for the installation of Tenant's
leasehold improvements in accordance with the plans and
specifications, terms and conditions set forth in Exhibit C.
Notwithstanding anything contained herein to the contrary, it
is understood if any services and utilities are interrupted
for a period of 72 hours or more, except for interruptions
beyond reasonable control of Lessor, Tenant shall have the
right for the proportionate abatement of rent, for that period
during which the prolonged interruption of service renders the
Demised Premises unusable, or Tenant reserves for itself the
right of self help in which Tenant will arrange for service,
which cost shall be an abatement of rent.
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X. Xxxxxx will carry adequate insurance in keeping with the
business of owning and operating the building.
8. Covenants of Tenants. Tenant agrees that it shall:
A. Promptly comply, at Tenant's expense, with all laws,
ordinances, rules, orders, regulations and other requirements
of governmental authorities now or hereafter pertaining to the
Demised Premises, and observe such rules and regulations as
from time to time may be put in effect by Lessor, or Lessor's
managing agent, for the general safety, comfort and
convenience of Lessor, occupants and tenants of the Building,
including, without limitation, Building signage and graphics
standards, use of the atrium and other areas of the Project
(as that term is defined in Section 34 hereof), security
measures, and similar matters. Lessor represents that, except
in cases of emergency, Lessor will use best efforts to give
written notice giving Tenant 10 days to comply with such laws,
ordinances, rules, orders, and other requirements. Lessor
further represents that all such laws, ordinances, rules,
etc., shall be consistently applied to all tenants.
B. Give Lessor and Lessor's managing agent access to the Demised
Premises at any time during emergencies and at all reasonable
times with 48 hours notice, without charge or diminution of
rent, to enable Lessor to examine the same and to make such
inspections, repairs, additions and alterations as Lessor
deems necessary or may be required to make hereunder, and to
enable Lessor to exhibit the Demised Premises to prospective
tenants, purchasers or others, and for such other reasonable
purposes as Lessor may deem necessary or desirable. Lessor
will use its best efforts so that any access granted will not
interfere with Tenant's business.
C. Keep the Demised Premises in good order and condition and
replace all broken glass with glass of the same quality, save
only glass broken by fire and extended coverage risks, and
commit no waste on the Demised Premises.
D. Pay for all electric lamps and ballasts used in the Demised
Premises.
E. Upon the termination of this Lease in any manner whatsoever,
remove Tenant's goods and effects and those of any other
person claiming under Tenant, and quit and deliver up the
Demised Premises to Lessor peaceably and quietly in as good
order and condition as the same are in at the commencement of
the Lease Term or thereafter were put in by Lessor or Tenant,
reasonable use and wear excepted. Goods and effects not
removed by Tenant at the termination of this Lease, however
terminated, shall be considered abandoned, and Lessor may
dispose of the same as it deems expedient at Tenant's expense.
Goods and effects are defined as personal property and trade
assets.
F. Not assign this Lease or sublet all or any part of the Demised
Premises voluntarily, involuntarily, or by operation of law,
or through change in ownership of Tenant if Tenant is a
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corporation or a partnership, without first obtaining Lessor's
written consent thereto. Tenant reserves the right to enter
into stock offerings or mergers in which Tenant survives as
the corporate entity and no such event shall require prior
written consent. In the event Tenant is a corporation or a
partnership, transfer of effective control of Tenant shall
constitute an assignment under this Section 8(F). Lessor's
consent will not be unreasonably withheld provided that (i)
the occupancy of any such assignee or sublessee is not
inconsistent with the character of the Building; (ii) such
assignee or sublessee shall assume in writing the performance
of the covenants and obligations of Tenant hereunder; (iii)
such assignment or subletting shall not be deemed to release
Tenant from the payment and performance of any of its
obligations under this Lease; (iv) Tenant shall promptly pay
to Landlord as additional rent hereunder any rent or other
payments pursuant to any sublease which exceed the amounts
payable hereunder and any other consideration paid or to be
paid by reason of the assignment or sublease; and (v) such
assignment or subletting is approved by any mortgagee holding
a mortgage covering the Demised Premises which reserves such
right unto the mortgagee. Notwithstanding the foregoing, if
Tenant wishes to assign this Lease or sublet all or any part
of the Demised Premises to a named third party, Tenant shall
first offer in writing to assign or sublet (as the case may
be) to Lessor on the same terms and conditions and for the
same Base Rent and additional rent as provided in this Lease.
Any such offer by Tenant shall be deemed to have been rejected
by Lessor unless within ten days of receipt thereof Lessor
delivers written notice of acceptance to Tenant.
G. Not place signs on or about the Demised Premises or the
Project without first obtaining Lessor's written consent
thereto.
H. Not overload, damage or deface the Demised Premises or the
Building or do any act which may make void or voidable any
insurance on the Demised Premises or the Building, or which
may render an increased or extra premium payable for
insurance. Lessor represents that the use of the Demised
Premises as an office for keeping business records and
performing clerical functions are activities which will not
void or make voidable any insurance on the Demised Premises or
Building or will require an increased premium for insurance.
I. Not make any alterations, additions or improvements in excess
of $2,500 to the Demised Premises without the prior written
consent of the Lessor. All alterations, additions or
improvements (including carpeting or other floor covering)
which may be made by either of the parties hereto upon the
Demised Premises, except movable office furniture and
equipment, shall be the property of Lessor, and shall remain
upon and be surrendered with the Demised Premises, as a part
thereof, at the termination of this Lease. All alterations by
Tenant shall comply with all applicable laws, ordinances,
rules, orders, regulations and other requirements of
governmental authorities. Lessor's approval of any plans and
specifications submitted to Lessor for Tenant's alterations
shall create no responsibility or liability whatsoever on the
part of Lessor with respect to the finished product, design or
construction, or with respect to the compliance thereof with
applicable laws, rules, regulations or other governmental
requirements.
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J. Keep the Demised Premises and the Project free from any
mechanics', materialmen's, contractors' or other liens arising
from, or any claims for damages growing out of, any work
performed, materials furnished or obligations incurred by or
on behalf of Tenant. Tenant shall indemnify and hold harmless
Lessor from and against any such lien, or claim or action
thereon, and reimburse Lessor promptly upon demand therefore
by Lessor for costs of suit and reasonable attorneys' fees
incurred by Lessor in connection with any such lien, claim or
action.
K. Maintain at its expense at all times during the Lease Term (i)
a policy or policies of public liability insurance with
respect to the Demised Premises and the business of Tenant,
with limits of not less than $1,000,000 combined single limit;
and (ii) a policy or policies of fire and extended coverage
insurance insuring Tenant's leasehold improvements, trade
fixtures and other personal property for the full insurable
value thereof. All such insurance policies shall be placed
with companies qualified to do business in the State of
Minnesota, provide for at least thirty (30) days prior written
notice to Lessor before cancellation or amendment, and name
Lessor as an additional insured thereon. Such policy or
policies, or duly executed certificates evidencing the same,
shall be deposited with Lessor prior to the commencement of
the Lease Term, and renewals or replacements thereof shall be
delivered to Lessor not less than thirty (30) days prior to
the expiration of the term of such coverage.
Tenant's obligations under this Section 8 to do or not to do a
specified act shall extend to and include Tenant's obligation for all conduct of
Tenant's employees, agents and invitees.
9. Casualty Loss. In case of damage to the Demised Premises or the
Building by fire or other casualty, Tenant shall give immediate written notice
thereof to Lessor, who shall within 60 days of such notice give notice to Tenant
that: (1) Lessor elects to terminate this Lease as hereinafter provided with at
least 60 days notice to the Tenant, or (2) Lessor will cause the damage to be
repaired with reasonable speed, at the expense of the Lessor, subject to delays
which may arise by reason of adjustment of loss under insurance policies and to
delays beyond the reasonable control of Lessor, but Lessor shall have no
obligation to restore or replace any property owned by Tenant; and to the extent
that the Demised Premises are rendered untenantable, the rent shall
proportionately xxxxx, except in the event such damage resulted from or was
contributed to by the act, fault or neglect of Tenant, Tenant's employees,
invitees or agents, in which event there shall be no abatement of rent. If the
time required to make necessary repairs is greater than 6 months, or if at the
date of the damage it is reasonably estimated that the time required to make
necessary repairs is greater than six months, then the Tenant shall, at its
option, terminate this Lease upon written notice to Lessor, and Tenant is
relieved of further obligations under this Lease. If the damage shall be so
extensive that Lessor shall decide not to repair or rebuild, this Lease shall,
at the option of Lessor, be terminated as of the date of such damage by written
notice from the Lessor to the Tenant, and the rent shall be adjusted to the date
of such damage and Tenant shall thereupon vacate the premises within 60 days of
such written notice to the Tenant.
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10. Condemnation. If the entire Demised Premises are taken under power
of eminent domain (which shall include the exercise of any similar governmental
power or any purchase or other acquisition in lieu thereof), this Lease shall
automatically terminate as of the date of taking, which shall be the date Tenant
is required to yield possession thereof to the condemning authority. If a
portion of the Demised Premises is taken under power of eminent domain, Lessor
shall have the right to terminate this Lease as of the date of taking by giving
written notice thereof to Tenant on or before the date of taking. If Lessor does
not elect to terminate this Lease, it shall, at its expense, restore or cause to
be restored the Demised Premises, exclusive of any improvements or other changes
made therein by Tenant, to as near the condition which existed immediately prior
to the date of taking as reasonably possible, and to the extent that the Demised
Premises are rendered untenantable, the rent shall proportionately xxxxx. All
damages awarded for a taking under the power of eminent domain shall belong to
and be the exclusive property of Lessor, whether such damages be awarded as
compensation for diminution in value of the leasehold estate hereby created or
to the fee of the Demised Premises; provided, however, that Lessor shall not be
entitled to any separate award made to Tenant for the value and cost of removal
of its personal property and fixtures. If any portion of the Demised Premises is
taken under power of eminent domain, and such taking materially changes the use
of the building by Tenant, then, at Tenant's option the Lease shall be
terminated.
11. Delay in Possession. Possession of the Demised Premises shall not
occur until substantial completion of the buildout; as evidenced by the
architect signing off on the improvements. The improvements shall be completed
by March 1, 1994. In the event the improvements are not completed by May 15,
1994, then the Tenant shall, at its option, terminate this Lease.
12. Liability and Indemnity. Save for its gross negligence, Lessor
shall not be responsible or liable to Tenant for any loss or damage that may be
occasioned by or through the acts or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connected with the Demised
Premises or any part of the Building or any persons transacting any business in
the Project or present in the Project for any other purpose or for any loss or
damage resulting to Tenant or its property from burst, stopping or leaking
water, sewer, sprinkler or steam pipes or plumbing fixtures or from any failure
of or defect in any electric line, circuit or facility. Tenant shall defend,
indemnify and save Lessor harmless from and against all liabilities, damages,
claims, costs, charges, judgments and expenses, including, but not limited to,
reasonable attorneys' fees, which may be imposed upon or incurred or paid by or
asserted against Lessor, the Demised Premises or any interest therein or in the
Project by reason of or in connection with any use, non-use, possession or
operation of the Demised Premises, or any part thereof, any negligent or
tortuous act on the part of Tenant or any of its agents, contractors, servants,
employees, licensees or invitees, any accident, injury, death or damage to any
person or property occurring in, on or about the Demised Premises or any part
thereof, and any failure on the part of Tenant to perform any of the terms or
conditions of this Lease; provided, however, that nothing contained in this
paragraph shall be deemed to require Tenant to indemnify Lessor with respect to
any gross negligence or tortious act committed by Lessor or to any extent
prohibited by law. Lessor. Lessor shall defend, indemnify, and save Tenant
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harmless from and against all liabilities, damages, claims, costs, charges,
judgments and expenses, including, but not limited to reasonable attorneys'
fees, which may be imposed upon or incurred or paid by or asserted against
Tenant by reason of or in connection with any use, non-use, possession or
operation of the common areas, provided that any such liability, damage claims,
cause of action claim, judgments and expense is not based on, Tenant's actions
or negligence.
13. Default. Tenant hereby agrees that in case Tenant shall default in
making any payment due hereunder or in performing any of the other agreements,
terms and conditions of this Lease, or if any proceeding is commenced by or
against Tenant in bankruptcy or for appointment of a receiver, or if Tenant
becomes insolvent or makes a general assignment for the benefit of creditors,
then, in any such event, Lessor, in addition to all other rights and remedies
available to Lessor, by law or by other provisions hereof, may, with or without
process of law, re-enter immediately into the Demised Premises and remove all
persons and property therefrom, and, at Lessor's option, annul, and cancel this
Lease as to all future rights of Tenant. Landlord shall provide five days
written notice to Tenant regarding non-payment of rent and thirty days written
notice on other types of default. Tenant further agrees that in case of any such
termination or re-entry the obligations of Lessor hereunder shall cease but the
obligation of Tenant to pay Base Rent, Operating Costs and other costs shall
continue for the then unexpired portion of the Lease Term, and that Tenant will
indemnify Lessor against all loss of rents and other damage which Lessor may
incur by reason of such termination or re-entry, including, but not being
limited to, costs of restoring and repairing the Demised Premises and putting
the same in rentable condition, costs of renting the Demised Premises to another
tenant, loss or diminution of rents and other damage which Lessor may incur by
reason of such termination or re-entry, and all reasonable attorneys' fees and
expenses incurred in enforcing any of the terms of this Lease. Neither
acceptance of rent by Lessor, with or without knowledge of a breach in any of
the terms, covenants or conditions of this Lease to be performed by Tenant, nor
failure of Lessor to take action on account of any breach hereof or to enforce
its rights hereunder shall be deemed a waiver of such breach or any other
breach, and absent written notice or consent, any such breach shall be a
continuing one.
In connection with any default by Tenant, Lessor, at its option, may
reenter the Demised Premises without terminating this Lease, and make such
alterations and repairs as Lessor shall determine may be reasonably necessary to
relet the Demised Premises, and to relet the same or any part thereof for such
term or terms (which may be for a term extending beyond the term of this Lease)
and upon such terms and conditions as Lessor in its sole discretion may deem
advisable. Upon each reletting, all rental received by Lessor from such
reletting shall be defined as follows:
First, to the payment of any indebtedness other than rent or other
charges due under this Lease from Tenant to Lessor;
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Second, to the payment of any cost and expenses of any such reletting,
including brokerage fees and attorneys' fees and costs of such
alterations and repairs, each of which fees and costs shall be
reasonable in amount; and
Third, to the payment of rent and other charges due and unpaid
hereunder.
In no event shall Tenant be entitled to receive any surplus of any sums
received by Lessor under such reletting in excess of the rental and other
charges payable hereunder. If such rentals and other charges received from such
reletting during any month are less than those to be paid during that month by
Tenant hereunder, Tenant shall pay any such deficiency to Lessor
(notwithstanding the fact that Lessor may have received rentals in excess of the
rental and other charges payable hereunder and previous or subsequent months)
such deficiency to be calculated and payable monthly.
14. Notices. All bills, statements, notices or communications which
Lessor may desire or be required to give to Tenant shall be deemed sufficiently
given or rendered if in writing and either delivered to Tenant personally or
sent by registered or certified mail, return receipt requested, addressed to
Tenant at the Building, and the time of rendition thereof or the giving of such
notice or communication shall be deemed to be the time when the same is
personally delivered to Tenant or deposited in the mail as herein provided. Any
notice by Tenant to Lessor must be served by registered or certified mail,
return receipt requested, addressed to Lessor at the address where the last
previous rental hereunder was payable, or in case of subsequent change upon
notice given, to the latest address furnished.
15. Holding Over. Should Tenant continue to occupy the Demised Premises
after expiration or termination for any reason of the Lease Term or any renewal
or renewals thereof, such tenancy shall be from month to month and in no event
from year to year or for any longer term, and shall be on all the terms and
conditions hereof applicable to a month to month tenancy except that Base Rent
shall equal one hundred fifty percent (150%) of the Base Rent plus Tenant's
Proportionate Share of Operating Costs payable at the time of such expiration or
termination.
16. Subordination. The rights of Tenant shall be and are subject and
subordinate at all times to the lien of any mortgage now or hereafter in force
against the Building or the Project, and Tenant shall execute such further
instruments subordinating this Lease to the lien of any such mortgage as shall
be requested by Lessor. This subordination is subject to a non-disturbance
provision in favor of the Tenant.
17. Estoppel Certificate. Tenant shall at any time and from time to
time, within ten (10) days after written request by Lessor, execute, acknowledge
and deliver to Lessor and any other parties designated by Lessor, a certificate
in such form as may from time to time be provided, ratifying this Lease and
certifying (a) that this Lease is in full force and effect and has not been
assigned, modified or amended in any way (or, if there has been any assignment,
modification or amendment, identifying the same), (b) the dates of commencement
and expiration of the Lease term, the date to which the Base rent and additional
rent payable hereunder have been paid in advance, if any, and (c) that there
are, to Tenant's knowledge, no uncured defaults on the part of Lessor or any
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defenses or offsets against the enforcement of this Lease by Lessor (or
specifying each default, defense or offset if any are claimed). Any such
statement may be furnished to and relied upon by any prospective purchaser,
lessee or encumbrancer of all or any portion of the Project. If requested by
Tenant, this estoppel certificate shall be reciprocal to the Tenant.
18. Binding Effect. The word "Tenant," wherever used in the Lease,
shall be construed to mean tenants in all cases where there is more than one
tenant, and the necessary grammatical changes required to make the provisions
hereof apply to corporations, partnerships or individuals, men or women, shall
in all cases be assumed as though in each case fully expressed. Each provision
hereof shall extend to and shall, as the case may require, bind and inure to the
benefit of Lessor and Tenant and their respective heirs, legal representatives,
successors and assigns, provided that this Lease shall not inure to the benefit
of any assignee, heir, legal representative, transferee or successor of Tenant
except upon the express written consent or election of Lessor.
19. Transfer of Lessor's Interest. In the event of any transfer or
transfers of Lessor's interest in the Demised Premises, the Building or the
Project, other than a transfer for security purposes only, the transferor shall
be automatically relieved of any and all obligations and liabilities on the part
of Lessor accruing from and after the date of such transfer, including, without
limitation, the obligation of Lessor under Section 27 hereof to return the
security deposit as provided therein following assignment or transfer thereof to
such assignee of Lessor's interest. Provided such transfer is voluntary, the
transferee assumes the responsibilities of the Lessor in writing.
20. Interest. Any amount due from Tenant to Lessor which is not paid
when due shall bear interest at the lesser of the highest legal rate or 18
percent per annum from the date due until paid; provided, however, the payment
of such interest shall not excuse or cure the default upon which such interest
accrued.
21. Expense of Enforcement. In the event that Lessor places the
enforcement of this Lease, or any part hereof, or the collection of any rent due
or to become due hereunder, or recovery of the possession of the Demised
Premises, or any other matter relating to or arising from this Lease or Tenant's
occupancy of the Demised Premises, in the hands of an attorney, or files suit
upon the same, then Tenant shall pay Lessor's reasonable attorneys' fees and
court costs if Lessor prevails in such action. If Tenant prevails in any
litigation instituted by it or by Lessor in connection with this Lease, then
Lessor shall pay Tenant's reasonable attorneys' fees and court costs.
22. Access; Changes in Building Facilities; Name. All portions of the
Building except the inside surfaces of all walls, windows and doors bounding the
Demised Premises, and any space in or adjacent to the Demised Premises used for
shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other Building facilities, and the use thereof, as well as access
thereto through the Demised Premises for the purposes of operation, maintenance,
decoration and repair, are reserved to Lessor, Lessor's managing agent and the
other Owners of the Building. Lessor reserves the right, at any time, without
incurring any liability to Tenant therefor, to make such changes in or to the
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Building and the fixtures and equipment thereof, as well as in or to the street
entrances, halls, passages, concourse, elevators, escalators, stairways and
other improvements thereof, as it may deem necessary or desirable. Lessor may
adopt any name for the Building and Lessor reserves the right to change the name
and/or address of the Building at any time, provided the Lessor notifies the
Tenant in writing of such change two weeks in advance of the change.
23. Right of Lessor to Perform. If Tenant shall fail to pay any sum of
money, other than rent, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder, Lessor may, but
shall not be obligated so to do, and without waiving or releasing Tenant from
any obligations of Tenant, make such payment or perform any such other act on
Tenant's part to be made or performed hereunder. Tenant shall, promptly and upon
demand therefore by Lessor, reimburse Lessor for all sums so paid by Lessor and
all necessary incidental costs, together with interest thereon at the rate
specified in Section 20 hereof from the date of such payment by Lessor, and
Lessor shall have the same rights and remedies in the event of the failure by
Tenant to pay such amounts as Lessor would have in the event of a default by
Tenant in the payment of rent.
24. Brokers. Unless otherwise agreed in writing, if Tenant has dealt
with any person or real estate broker in respect to leasing or renting space in
the Building, excepting the exclusive leasing agent for the Building, Tenant
shall be solely responsible for the payment of any fee due said person or firm
and Tenant shall hold Lessor free and harmless from and against any liability in
respect thereto. Xxxx Xxxxx, Broker, represents Lessor and Lessor is responsible
for any fees due Xxxx Xxxxx, Broker.
25. Intentionally deleted.
26. Intentionally deleted.
27. Security Deposit. Tenant has deposited with Lessor the sum of one
thousand nine hundred twenty seven Dollars ($1,927) as security for the full and
faithful performance of every provision 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 rent, the repair
of damage to the Demised Premises and/or cleaning the Demised 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 rent or other sum in default and
any amounts which Lessor may spend or becomes obligated to spend by reason of
Tenant's default to the full extent permitted by law. If any portion of said
deposit is so used, applied or retained, Tenant shall, within ten (10) days
after written demand therefor, deposit cash with Lessor in an amount sufficient
to restore the security deposit to an amount equal to the Base Rent, plus the
monthly amount of estimated Operating Costs and other charges payable hereunder
by Tenant, multiplied by the number of months worth of Base Rent represented by
the initial security deposit, and Tenant's failure to do so shall be a material
default and breach of this Lease. 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 at the expiration of the Lease Term.
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Lessor shall draw on the security deposit only if payments of rent are more than
10 days delinquent from date of notice as defined in section 13, or 30 days for
any other types of payments.
28. Limitation of Liability. In the event that Lessor is ever adjudged
by any court to be liable to Tenant in damages, Tenant specifically agrees to
look solely to Lessor's interest in the Project for the recovery of any judgment
from Lessor; it being agreed that Lessor, or if Lessor is a partnership, its
partners whether general or limited, or if Lessor is a corporation, its
directors, officers, or shareholders, shall never be personally liable for any
such judgment. The provision contained in the foregoing sentence is not intended
to, and shall not, limit any right that Tenant might otherwise have to obtain
injunctive relief against Lessor or Lessor's successor in interest, or to
maintain any other action not involving the personal liability of Lessor (or if
Lessor is a corporation, any other action not requiring its directors, officers
or shareholders to respond in monetary damages from assets other than Lessor's
interest in the Project), or to maintain any suit or action in connection with
enforcement or collection of amounts which may become owing or payable under or
on account of insurance maintained by Lessor.
29. Intentionally deleted.
30. Waiver of Subrogation. Each of Lessor and Tenant hereby releases
the other from any and all liability or responsibility to the other or anyone
claiming through or under it by way of subrogation or otherwise for any loss or
damage that may occur to the Demised Premises, or any improvements thereto, or
the Building or any improvements thereto, or any property of such party therein,
by reason of fire or any other cause which could be insured against under the
terms of standard fire and extended coverage insurance policies, regardless of
cause or origin, including fault or negligence of the other party hereto, or
anyone for whom such party may be responsible. Each party shall cause each
insurance policy obtained by it to provide that the insurer waives all right of
recovery by way of subrogation against either party hereto in connection with
damage covered by such policy.
31. Additional Rent Amounts. Any amounts in addition to Base Rent
payable to Lessor by Tenant hereunder, including without limitation, amounts
payable pursuant to Sections 5, 6, 7A, 7D, 7F, 8D, 8J, 12, 13, 20, 21, 27 and
Exhibit C and/or Exhibit D hereof, shall be deemed additional rent due and
payable upon demand.
32. Incorporation of Exhibits. The following exhibits to this Lease are
hereby incorporated by reference for all purposes as fully as if set forth at
length herein:
Exhibit A Floor Plan of Demised Premises
Exhibit B Legal Description of Land and Project Land
Exhibit C Leasehold Improvement Schedule
Exhibit D Additional Terms and Conditions
Exhibit E Rules and Regulations
Exhibit F Architect's Drawing of Buildout
Exhibit G Office Equipment
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33. Force Majeure. All of the obligations of Lessor and of Tenant under
this Lease are subject to and shall be postponed for a period equal to any delay
or suspension resulting from fires, strikes, acts of God, and other causes
beyond the control of the party delayed on its performance hereunder, this Lease
remaining in all other respects in full force and effect and the Lease Term not
thereby extended. Provided nevertheless, the unavailability of funds for payment
or performance of Tenant's obligations hereunder shall not give rise to any
postponement or delay in such payment or performance of Tenant's or Lessor's
obligations hereunder.
34. Project Definition. The term "Project," as used in this Lease,
means the premises legally described on Exhibit B and any and all buildings,
structures or improvements thereon from time to time and any skyways, tunnels,
concourses or connections attached to or serving said buildings, structures or
improvements, including without limitation any lands, buildings, structures,
skyways, tunnels, concourses or connections not owned by Lessor and any
additions, reductions, deletions, alterations, substitutions or improvements
made thereon or thereto from time to time.
35. General. The submission of this Lease for examination does not
constitute the reservation of or an option for the Demised Premises, and this
Lease becomes effective only upon execution and delivery hereof by Lessor and
Tenant. The Lease does not create the relationship of principal and agent or of
partnership, joint venture or any association between Lessor and Tenant, the
sole relationship between Lessor and Tenant being that of lessor and lessee. No
waiver of any default of Tenant hereunder shall be implied from any omission by
Lessor to take any action on account of such default if such default persists or
is repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and that only for the time and to the
extent therein stated. Each term and each provision of this Lease performable by
Tenant shall be construed to be both a covenant and condition. The topical
headings of the several sections and clauses herein are for convenience only and
do not define, limit or construe the contents of such sections or clauses. The
bold and italicized clauses and sections herein are for convenience only and do
not define, limit or construe the contents of such sections or clauses. All
negotiations, considerations, representations and understandings between Lessor
and Tenant are merged into and incorporated in this Lease. This Lease can only
be modified or amended by an Agreement in writing signed by the parties hereto.
All provisions hereof shall be binding upon the heirs, successors and assigns of
each party hereto.
36. Severability. The invalidity of any provision, clause or phrase
herein contained shall not serve to render the balance of this Lease ineffective
or void and the same shall be construed as if such had not been herein set
forth.
37. Entire Document. This document and its exhibits represent all terms
and conditions between the Tenant and Lessor.
38. Consent. Anytime Lessor's discretion or consent is required it will
not be unreasonably withheld.
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39. First Right of Refusal. Tenant shall have the right of first
refusal to rent premises adjacent to the Demised Premises should the same become
available. Lessor shall advise Tenant of the terms of the proposed lease to
another tenant and Tenant shall have 5 days to notify Lessor in writing that
Tenant desires to rent said premises on the exact same terms and conditions as
in the proposed lease. If such notice is not received within 5 days, Lessor may
proceed to lease said premises to another party.
IN WITNESS WHEREOF, the respective parties hereto have caused this
Lease to be executed in duplicate as of the day and year first above written.
LESSOR: TENANT:
RIVERPLACE INC. XXXXXX INVESTMENT CORP.
By: s/s Talasjo Ito By: s/s
-------------------------------- --------------------------------
Talasjo Ito Its President
Its Executive Vice President
And
--------------------------------
Its
----------------------------
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EXHIBIT A
DEMISED PREMISES
EXHIBIT B
LEGAL DESCRIPTION OF THE REAL PROPERTY CONSTITUTING THE PROJECT
PARCEL A:
That part of Main Street Southeast, vacated, including any portion thereof
platted as Xxxx 0 xxx 0, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx between Pine, Bay, Main
and Second Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec.
1857), according to the plat thereof on file and of record in the office of the
County Recorder in and for Hennepin County, Minnesota, described as follows:
Commencing at the most Southerly corner of said Lot 9; thence on an assumed
bearing of North 47 degrees 53 minutes 19 seconds East, along the Southeasterly
line of said Lot 9, a distance of 8.00 feet to the actual point of beginning of
the tract of land to be described; thence North 47 degrees 06 minutes 41 seconds
West, a distance of 60.10 feet; thence North 47 degrees 53 minutes 19 seconds
East, a distance of 16.17 feet, more or less, to its intersection with a line
drawn from the Southwest corner of Lot 12, said Block 1 to the Southwest corner
of Lot 3, said Block 1, hereinafter referred to as Line A; thence Southeasterly
along said Line A a distance of 61.19 feet, more or less, to its intersection
with said Southeasterly line of Lot 9; thence South 47 degrees 53 minutes 19
seconds West along said Southeasterly line of Lot 9, a distance of 4.64 feet,
more or less, to the actual point of beginning.
PARCEL B:
That part of Main Street Southeast, vacated, including any portion thereof
platted as Xxxx 0 xxx 0, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx between Pine, Bay, Main
and Second Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec.
1857), according to the plat thereof on file and of record in the office of the
County Recorder in and for Hennepin County, Minnesota, described as follows:
Beginning at the most Southerly corner of said Lot 9; thence on an assumed
bearing of North 47 degrees 53 minutes 19 seconds East, along the Southeasterly
line of said Lot 9, a distance of 8.00 feet; thence North 42 degrees 06 minutes
41 seconds West, a distance of 60.10 feet; thence South 25 degrees 17 minutes 23
Seconds East, a distance of 62.18 feet, more or less, to an intersection with a
line drawn parallel with and 10.00 feet Southwesterly of, as measured at a right
angle to, the Southwesterly line of Xxxx 00, 00, 00, xxxx Xxxxx 1; thence
Southeasterly along said parallel line to its intersection with the
Southwesterly extension of the Northwesterly line of Lot 11, said Block 1;
thence Northeasterly along said last described extension a distance of 10.00
feet, more or less, to the Westerly corner of said Lot 11; thence Northwesterly
along the Southwesterly line of said Lot 10, to the point of beginning.
PARCEL C-4 (ADJOINING EXPOSITION HALL ADDITION):
That part of Main Street Southeast, vacated, lying Southwesterly of the
following described Line B; lying Northeasterly of a line drawn parallel with
and 10.00 feet Southwesterly of, as measured at a right angle to, said Line B;
lying Southeasterly of the following described Line C; and lying Northwesterly
of the following described Line D and its Southwesterly extension:
Line B:
Beginning at the most Westerly corner of Xxx 00, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx
between Pine, Bay, Main and Second Street, in St. Xxxxxxx Falls as Resurveyed by
R. and X. Xxxx (Dec. 1857); thence Southeasterly along the Southwesterly line of
Lots 11 through 18 inclusive, said Block 1; thence continuing Southeasterly to
the most Westerly corner of Auditor's Subdivision Number Sixty-seven (67),
Hennepin County, Minnesota; thence Southeasterly along the Southwesterly line of
said Auditor's Subdivision number Sixty-seven (67) Hennepin County, Minnesota,
to the most Southerly corner of said Auditor's Subdivision Number Sixty-seven
(67), Hennepin County, Minnesota, and there terminating; according to the plats
thereof on file and of record in the office of the County Recorder in and for
Hennepin County, Minnesota.
Line C:
The Southwesterly extension across said 10 foot strip of the center line of
vacated Bank Street.
Line D:
Commencing at the point of intersection of the Southwesterly line of Prince
Street and the Northwesterly line of vacated Bank Street; thence Southeasterly
along said Southwesterly line of Prince Street and its Southeasterly extension,
a distance of 182.00 feet to the actual point of beginning of said Line D;
thence deflecting 72 degrees 12 minutes 30 seconds to the right and running
Southwesterly to an intersection with the Northeasterly line of said Main Street
Southeast (also being the Southwesterly line of said Auditor's Subdivision
Number Sixty-seven (67), Hennepin County, Minnesota), and there terminating.
PARCEL D (ONE MAIN BUILDING):
That part of Xxxx 0, 0, 0 xxx 0, Xxxxx 1, Subdivision of Grounds between Pine,
Bay, Main and Second Street, in St. Xxxxxxx Falls as Resurveyed by R. and X.
Xxxx (Dec. 1857), according to the plat thereof on file and of record in the
office of the County Recorder in and for Hennepin County, Minnesota, described
as follows:
Beginning at the most Westerly corner of said Lot 1; thence Northeasterly along
the Northwesterly line of said Lot 1 to the Northeasterly corner of said Lot 1,
thence Southeasterly along the Northeasterly line of said Block 1 a distance of
107.00 feet; thence Southwesterly at a right angle a distance of 62.00 feet;
thence Northwesterly at a right angle a distance of 9.02 feet, more or less, to
the dividing line between said Lots 3 and 4; thence Southwesterly along said
dividing line a distance of 65.33 feet, more or less, to the Southwesterly line
of said Block 1; thence Northwesterly along said Southwesterly line of Block 1
to the actual point of beginning.
PARCEL E (INCLUDES EXPOSITION HALL):
Lots 11 and 26 inclusive, Block 1, and that part of the Northwesterly Half of
vacated Bank Street lying between the extensions across it of the Northeasterly
line of Block 1 and the Southwesterly line of Xxx 00, Xxxxx 0, Xxxxxxxxxxx xx
Xxxxxxx between Pine, Bay, Main and Second Street, in St. Xxxxxxx Falls as
Resurveyed by R. and X. Xxxx (Dec. 1857), according to the plat thereof on file
and of record in the office of the County Recorder in and for said County.
PARCEL F-1:
Lot 3; part of Lots 4 to 9 inclusive, lying Northeasterly of a line running from
the Southwest corner of Lot 12 to the Southwest corner of said Xxx 0, Xxxxx 0;
xxx Xxx 00, Xxxxx 1, Subdivision of Grounds between Pine, Bay, Main and Second
Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec. 1857),
according to the plat thereof on file and of record in the office of the County
Recorder in and for said County. Except that part of said Lots 3 and 4 lying
Northwesterly and Northerly of the following described line: Beginning at the
most Westerly corner of Lot 1, said Block 1; thence Northeasterly along the
Northwesterly line of said Lot 1 to the Northeasterly corner of said Lot 1;
thence Southeasterly along the Northeasterly line of said Block 1 a distance of
107.00 feet to the point of beginning of the line to be described; thence
Southwesterly at a right angle a distance of 62.00 feet; thence Northwesterly at
a right angle a distance of 9.02 feet, more or less, to the dividing line
between said Lots 3 and 4, thence Southwesterly along said dividing line a
distance of 65.33 feet, more or less, to the Southwesterly line of said Block 1,
and there terminating.
Also, Xxx 00, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx between Pine, Bay, Main and Second
Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec. 1857),
according to the plat thereof on file and of record in the office of the County
Recorder in and for Hennepin County, Minnesota.
PARCEL F-2 (PART OF EXPOSITION HALL):
That part of vacated Main Street Southeast lying Northeasterly of a line drawn
parallel with and 10 feet Southwesterly of the Southwesterly line of Lots 11 to
18, inclusive, Block 1, and its Southeasterly extension and lying between the
extensions across it of the Northwesterly line of said Lot 11 and the centerly
line of vacated Bank Street.
PARCEL F-3:
That part of vacated Prince Street lying Southwesterly of a line drawn parallel
with and 10 feet Northeasterly of the Northeasterly line of Block 1 and between
the extension across it of the Southeasterly line of Lot 25, said Block 1, and
the extension across it of a line drawn Northeasterly, at a right angle to the
Northeasterly line of said Block 1, from a point on said Northeasterly line
distant 107 feet Southeasterly from the Northeasterly corner of said Block 1.
PARCEL G:
Xxx 0, Xxxxx 0, XXXXXXXXXX XXXX ADDITION, according to the plat thereof on file
and of record in the office of the County Recorder in and for Hennepin County,
Minnesota, except, however, that part thereof included within Condominium Xx.
000, Xx Xxxx, x Xxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx.
PARCEL K:
The Southeasterly 1/2 of vacated Bank Street adjoining Auditor's Subdivision
Number Sixty-seven (67) and lying between the extensions across it of the
Southwesterly line of Prince Street and the Northeasterly line of Main Street,
according to the plat thereof on file and of record in the office of the County
Recorder in and for Hennepin County, Minnesota.
PARCEL C (RIVERPLACE ADDITION):
PARCEL C-1 and PARCEL C-2 (INCLUDES EAST BRIDGE BUILDING PARKING AREA):
Tracts A, B, C and D, Registered Land Survey No. 1612, Files of the Registrar of
Titles, Hennepin County, Minnesota; and that part of Xxxx 0 xxx 0, Xxxxx 0,
Xxxxxxxxxx, lying below a plane surface elevation of 823.35 feet, N.G.V.D. -
1929 Datum, according to the plat thereof on file or of record in the office of
the office of the Registrar of Titles in and for Hennepin County, Xxxxxxxxx.
XXXXXX X-0 (XXXX XXXXXX XXXXXXXX):
Xxx 0, Xxxxx 0, XXXXXXXXXX, according to the plat thereof on file and of record
in the office of the Registrar of Titles in and for Hennepin County, Minnesota;
together with Tracts A and B, Registered Land Survey No. 1612.
EXHIBIT C
LEASEHOLD IMPROVEMENT SCHEDULE
Landlord shall construct the leasehold improvements according to the attached
mutually agreed upon plans and specifications. If the cost of constructing the
leasehold improvements is greater than $25,798, then the additional cost over
$25,798 shall be paid to Landlord in sixty one equal monthly installments as
additional rent. If the cost of constructing the leasehold improvements is less
than $25,798, then the amount of savings shall be applied in equal amounts in
months 19-61 to reduce monthly rent.
EXHIBIT D
ADDITIONAL TERMS AND CONDITIONS
1. Parking-Landlord shall provide five free parking spaces in level B or C
of the underground attached garage for the term of the Lease and
provide up to five additional spaces for $40 per space per month for
the term of the Lease.
2. Health Club-The health club is available for use by up to 5 employees
of Xxxxxx Investment Corporation from 7:00 a.m. to 7:00 p.m., Monday
through Friday. The health club passcards are transferable between
Xxxxxx employees.
3. Lessor shall provide the use of a meeting room at least four times each
year at no charge to the Tenant, and for $25 per meeting thereafter
upon request, subject to availability on a first come first served
basis.
EXHIBIT E
RULES AND REGULATIONS
1. The sidewalk, entry passages, elevators, fire escapes and common
stairways of the Building shall not be obstructed by the TENANT or used by the
TENANT for any other purpose than for ingress and egress to and from the Leased
Premises. TENANT shall not place or allow to be placed in the Building corridors
or public stairways any waste paper, dust, garbage, refuse or anything whatever
that would tend to make them unclean or untidy.
2. The skylights, atrium walls and windows of the Building shall not be
covered or obstructed by the TENANT, and no awnings shall be put up, without the
prior written consent of LESSOR.
3. The water closets and other water apparatus shall not be used for
any purpose other than those for which they were constructed, and no sweepings,
rubbish, rags, ashes or other substances shall be thrown therein. Any damage
resulting by such misuse by the TENANT of TENANT's agents, servants or employees
shall be borne by the TENANT. TENANT shall not let the water run unless in
actual use, nor shall TENANT deface any part of the Building.
4. TENANT shall not do or permit anything to be done in the Leased
Premises or bring or keep anything therein which will in any way increase the
risk of fire, or obstruct or interfere with the rights of other tenants, or
violate or act at variance with the laws relating to fires or with the
regulations of the Fire Department or the Board of Health.
5. TENANTS, its employees, agents or servants, shall not make or commit
any improper noises in the Building, lounge about doors or corridors or
interfere in any way with other tenants or those having business with them.
6. Nothing shall be thrown by the TENANT, its employees, agents or
servants, out of windows or doors, or down the passages, elevator shafts or
skylights of the Building.
7. No birds or animals shall be kept in or about the Leased Premises
nor shall the TENANT operate or permit to be operated any musical or sound
producing instrument or device inside or outside the Leased Premises which may
be heard outside the Leased Premises. Seeing eye dogs or other trained animals
as allowed under the law will be permitted.
8. TENANT shall not use the Leased Premises for sleeping apartments or
residential purposes, or for the storage of personal effects or articles other
than required for business purposes.
9. LESSOR shall have the right:
(a) To require all persons entering or leaving the Building during such
hours as LESSOR may reasonably determine, to identify themselves to a watchman
by registration or otherwise to establish their right to enter or leave; and
(b) To exclude or expel any peddler or beggar at any time from the
Leased Premises or the Building; and
(c) To institute, at LESSOR's option, a system whereby access to the
Building, during such hours as LESSOR may reasonably determine, is only
available by means of an identity card which may contain a photograph of the
bearer, and if LESSOR institutes such system LESSOR shall make such cards
available and the TENANT shall pay LESSOR the cost of such cards and
photographs.
10. TENANT shall observe strict care not to allow its windows to remain
open as to admit rain or snow, or so as to interfere with the heating of the
Building. Any injury or damage caused to the Building or its appointments,
furnishings, heating and other appliances, or to any other tenant or to the
premises occupied by any other tenant, by reason of windows being left open so
as to admit rain or snow or by interference with or neglect of the heating
appliances or by reason of any other misconduct or neglect upon the part of the
TENANT or any other person or servant subject to it, shall be made good by the
TENANT.
11. It shall be the duty of the TENANT to assist and cooperate with
LESSOR in preventing injury to the Leased Premises.
12. No inflammable oils or other inflammable, dangerous or explosive
materials shall be kept or permitted to be kept in the Leased Premises. Nothing
shall be placed on the outside of window xxxxx or projections.
13. Furniture, effects and supplies shall not be taken into or removed
from the Building, except as such time and in such manner as may be previously
approved by LESSOR, which approval shall include permission to use entrances,
doorways and elevators at certain times for such purposes, and upon such terms
(including payment of any usual charges for the use of elevators) as LESSOR
shall impose.
14. No bicycles or other vehicles shall be brought within the Building
except in the parking garage, and then only in compliance with the rules and
regulations as established and enforced from time to time for the use of said
parking garage.
15. Business machines, filing cabinets, heavy merchandise or other
articles liable to overload, injure or destroy any part of the Building shall
not be taken into it without the prior written consent of LESSOR and LESSOR
shall in all cases retain the right to prescribe the weight and proper position
of all such articles and the times and routes for moving them into or out of the
Building; the cost of repairing any damage done to the Building by such moving
or by keeping any such articles on the Leased Premises shall be paid by the
TENANT. LESSOR acknowledges that the equipment defined in Exhibit G complies
with this clause.
16. The TENANT shall not change any locks nor place any additional lock
upon any door of the Leased Premises without the prior written consent of the
LESSOR. The TENANT shall be responsible for all locks and all keys to such locks
and shall return all keys to LESSOR upon termination of the Lease.
17. The TENANT shall give LESSOR prompt notice of any accident to or
any defect in the plumbing, heating, air conditioning, mechanical or electrical
apparatus or any other part of the Building to the extent TENANT is aware or
reasonably aware of such defect.
18. The parking of vehicles in the parking garage in the Building shall
be subject to the usual charges and reasonable regulations of LESSOR except as
otherwise stated in this Lease.
19. The TENANT shall not xxxx, paint, drill into or in any way deface
the walls, ceilings, partitions, floors or other parts of the Leased Premises or
the Building except with the prior written consent of LESSOR and as it may
direct.
20. LESSOR may regulate, and the TENANT agrees to comply with LESSOR's
instructions and regulations from time to time, with respect to whether or not
and at what times the windows, drapes and blinds shall be open or closed.
21. The TENANT shall at the end of each business day leave the Leased
Premises in a reasonably tidy condition for the purpose of allowing the
performance of LESSOR's cleaning services.
22. If TENANT elects to have contract parking, LESSOR will not
guarantee the availability of unreserved parking spaces after normal working
hours.
23. LESSOR shall have the right to make such other and further
reasonable rules and regulations as in its judgment may from time to time be
needed for the safety, care, cleanliness and appearance of the Leased Premises
or the Building, and for the preservation of good order therein, and the same
shall be kept and observed by the TENANT, its employees, agents and servants.
24. The TENANT agrees to abide by the foregoing RULES AND REGULATIONS,
which are hereby made a part of this Lease.
EXHIBIT F
ARCHITECTS DRAWING OF BUILDOUT
EXHIBIT G
1 ZEOS PERSONAL COMPUTER 486 DX
1 ZEOS PERSONAL COMPUTER 386 SX
1 DELL TOWER MICRO COMPUTER 000 XX
0 XXXX CRT'S
1 DELL CRT
1 HEWLETT PACKARD LASER JET IIIP
1 GENICOM PRINTER 3840E
1 EPSON PRINTER LQ 1050
1 MINOLTA COPIER EP5401
2 XXXXXXXXXX XXXX COMPACT REFRIGERATORS
1 XXXXXXX MODEL AT575 MICROWAVE OVEN
