EXHIBIT 10.1
OFFICE/WAREHOUSE COMMERCIAL LEASE
1. PARTIES Entered into this 20th day of June 1996 by and between,
Marbell Realty, L.L.C., hereinafter referred to as
LESSOR, which expression shall include LESSOR's heirs,
successors, and assigns; and Vicom, Inc., hereinafter
referred to as LESSEE, which expression shall include
LESSEE's successors, executors, administrators. LESSEE
hereby leases the following property from LESSOR:
2. PREMISES That certain property and building located in the city of
New Hope, County of Hennepin and State of Minnesota and
legally described as exhibit A, attached hereto; together
with the right to use in common, with others entitled
thereto the hallways, stairways, and elevators, necessary
for access to said leased premises, and lavatories
nearest thereto.
3. TERM The term of the lease shall be for ten years, commencing
on September 1996 and ending on August 31, 2006.
4. RENT The LESSEE shall pay to the LESSOR fixed rent as
specified on exhibit B., attached hereto. All rent shall
be payable without offset or deduction.
5. SECURITY
DEPOSIT Upon the execution of the lease, the LESSEE shall pay to
the LESSOR the amount of zero dollars, which shall be
held as a security for the LESSEE's performance as herein
provided and refunded to the LESSEE at the end of this
lease, without interest, subject to the LESSEE's
satisfactory compliance with the conditions hereof.
6. ADDITIONAL
RENT
A. TAXES LESSEE will pay to LESSOR as additional rent hereunder,
as designated by notice in writing by LESSOR, all real
estate taxes levied upon or assessed against the premises.
B. OPERATING The LESSEE shall pay to the LESSOR as additional rent
COSTS hereunder, as designated by invoice in writing by LESSOR,
all operating expenses in the operation, maintenance, and
repair of the premises Operating expenses are defined for
the purposes of this agreement as all costs and expenses
incurred by the LESSOR during any calendar year in
connection with
the operation and maintenance of the land and buildings of
which the leased premises are a part, including without
limitation insurance premiums, license fees, janitorial
service, landscaping and snow removal, employee compensation
and fringe benefits, equipment and material, utility costs,
repairs, maintenance and any capital expenditure (reasonably
amortized with interest incurred in order to reduce other
operating expenses or comply with any governmental
requirement).
D. OVERDUE All monies due under this Lease from LESSEE to LESSOR
PAYMENTS shall be due on the 1st of every month, unless otherwise
specified and if not paid when due, shall result in the
imposition of a service charge for such late payment in
the amount of Ten (10%) percent of the amount due.
7. UTILITIES The LESSEE shall pay, as they become due, all bills for
electricity and other utilites (whether they are used for
furnishing heat or other purposes) that are furnished to
the leased premises and presently separately metered, and
all bills for fuel furinshed to a separate tank servicing
the leased premises exclusively. The LESSOR agrees to
provide all other utility service and to furnish
reasonably hot and cold water and reasonable heat and air
conditioning (except to the extent that the same are
furnished through separately metered utilities or separate
fuel tanks as set forth above) to the leased premises, the
hallways, stairways, elevators, and lavatories during
normal business hours on regular business days of the
heating and air conditioning seasons of the year, to
furnish elevator service and to light passageways and
stairways during business hours, and to furnish such
cleaning service as is customary in similar buildings in
said city or town, all subject to interruption due to any
accident to the making repairs, alterations, or
improvements to labor difficulties, to trouble in
obtaining fuel, electricity, service, or supplies from the
sources from which they are usually obtained for said
building or to any cause beyond the LESSOR's control.
LESSOR shall have no obligation to provide utilities or
equipment other than the utilities and equipment within the
premises as of the commencement date of this lease. In the
event LESSEE requires additional utilities or equipment, the
installation and maintenance thereof shall be the LESSEE's
sole obligation, provided that such installation shall be
subject to the written consent of the LESSOR.
8. USE OF LEASED The LESSEE shall use the leased premises only for the
PREMISES purpose of Telephone and Computer sales and service.
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation shall
WITH LAWS be conducted in the leased premises or use made thereof
which will be unlawful, improper, noisy or offensive, or
contrary to any law or any municipal by-law or ordinance
in force in the city or town in which the premises are
situated. Without limiting the generality of the
foregoing (a) the LESSEE shall not bring or permit to be
brought
or kept in or on the leased premises or elsewhere in
the LESSOR's property any hazardous, toxic,
inflammable, combustible, or explosive fluid,
material, chemical, or substance, and (b) the LESSEE
shall be responsible for compliance with requirements
imposed by the Americans with Disabilities Act
relative to the layout of the leased premises and any
work performed by the LESSEE therein.
10. FIRE INSURANCE The LESSEE shall not permit any use of the leased
premises which will make voidable any insurance on the
property of which the leased premises are a part, or on
the contents of said property or which shall be contrary
to any law or regulation from time to time established
by the New England Fire Insurance Rating Association,
or any similar body succeeding to its powers. The
LESSEE shall on demand reimburse the LESSOR, and all
other tenants, all extra insurance premiums caused by
the LESSEE's use of the premises.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises in
good condition, damage by fire and other casualty
only expected and whenever necessary, to replace
plate glass and other glass therein, acknowledging
that the leased premises are now in good order and the
A. LESSEE's glass whole. The LESSEE shall not permit the leased
OBLIGATIONS premises to be overloaded, damaged, stripped, or
defaced, nor suffer any sign on the premises.
X. XXXXXX'x The LESSOR agrees to maintain the structure of the
OBLIGATIONS building of which the leased premises are a part in the
same condition as it is at the commencement of the term
or as it may be put in during the term of this lease
reasonable wear and tear, damage by fire and other
casualty only expected, unless such maintenance is
required because of the LESSEE or those for whose
conduct the LESSEE is legally responsible.
12. ALTERATIONS- The LESSEE shall not make structual alterations or
ADDITIONS additions to the leased premises, but may make
non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be
unreasonably withheld or delayed. All such allowed
alterations shall be at LESSEE's expense and shall be
in quality at least equal to the present construction.
LESSEE shall not permit any mechanics' liens, or
similar liens, to remain upon the leased premises for
labor and material furnished to LESSEE or claimed to
have been furnished to LESSEE in connection with work
of any character performed or claimed to have been
performed at the direction of LESSEE and shall cause
any such lien to be released of record forth-with
without cost to LESSOR. Any alterations or improvements
made by the LESSEE shall become property of the LESSOR
at the termination of occupancy as provided herein.
13. ASSIGNMENT- The LESSEE shall not assign or sublet the whole or any
SUBLEASING part of the leased premises without LESSOR's prior
written consent. Notwithstanding such consent, LESSEE
shall remain liable to LESSOR for the payment of all
rent and for full performance of the covenants and
conditions of this lease.
LANDLDORD AND TENANT
14. SUBORDINATION This lease shall be subject to any and all mortgages,
deed of trust, and other instruments in the nature of a
mortgage, now or at any time hereafter, a lien or liens
on the property of which the leased premises are a part
and the LESSEE shall, when requested, promptly execute
and deliver such written instruments in as shall be
necessary to show the subordination of this lease to
said mortgages, deeds of trust, or other such
instruments in the nature of a mortgage.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable
ACCESS times, enter to view leased premises and may remove
placards and signs not approved and affixed as herein
provided, and make repairs and alterations as LESSOR
should elect to do and may show the leased premises to
others, and at any time within three (3) months before
the expiration of the term of the leased premises are a
part and keep the same so affixed without hindrance or
molestation.
16. INDEMNIFICATION The LESSEE shall save the LESSOR harmless from all loss
AND LIABILITY and damage occasioned by anything occuring on the
leased premises unless caused by the negligence or
misconduct of the LESSOR, and from all loss and damage
wherever occuring occasioned by any omission, fault,
neglect, or other misconduct of the LESSEE. The removal
of snow and ice from the sidewalks bordering upon the
lesed premises shall be LESSEE's responsibility.
17. LESSEE'S The LESSEE shall maintain with respect to the leased
LIABILITY premises and the property of which the leased premises
INSURANCE are a part of comprehensive public liability insurance
in the amount of one million dollars with property
damage insurance in the limits of one million in
responsible companies qualified to do business in
Minnesota and in good standing therein insuring the
LESSOR as well as the LESSEE against injury to persons
or damage to property as provided. The LESSEE shall
deposit with the LESSOR certificates for such insurance
at or prior to the commencement of the term, and
thereafter within thirty (30) days of expiration of any
such policies. All such insurance certificates shall
provide that such policies shall not be cancelled with
our at least ten (10) days prior written notice to each
assured named therein.
18. FIRE Should a substantial portion of the leased premises, or
CASUALTY- of the property of which they are a part, be
EMININT substantially damaged by fire or other casualty, or be
DOMAIN taken by eminent domain, the LESSOR may elect to
terminate this lease. When such fire, casualty, or
taking renders the leased premises substantially
unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and the
LESSEE may elect to terminate this lease if:
(a) The LESSOR fails to give written notice
within thirty (30) days of intention to
restore leased premises, or
(b) The LESSOR fails to restore the leased
premises to a condition substantially
suitable for their intended use within
ninety (90) days of
said fire, casualty, or taking.
The LESSOR reserves, and the LESSEE grants to the LESSOR,
all rights which the LESSEE may have for damages or injury
to the leased premises for any taking by eminent domain,
except for damage to the LESSEE's fixtures, property, or
equipment.
19. DEFAULT In the event that:
AND (a) The LESSEE shall default in the payment of any
BANKRUPTCY payment of any installment of rent or other sum
herein specified and such default shall continue
for ten (10) days after written notice thereof;
or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's
covenants, agreements, or obligations hereunder
and such default shall not be corrected within
thirty (30) days after written notice thereof; or
(c) The LESSEE shall be declared bankrupt or
insolvent according to law, if any assignment
shall be made of LESSEE's property for the
benefit of creditors.
then the LESSOR shall have the right thereafter, while
such default continues, to re-enter and take complete
possession of the leased premises, to declare the term of
this lease ended, and remove the LESSEE's effects, without
prejudice to any remedies which might be otherwise used
for arrears of rent or other default. The LESSEE shall
indemnify the LESSOR against all loss of rent and other
payments which the LESSOR may incur by reason of such
termination during the residue of the term. If the LESSEE
shall default, after reasonable notice thereof, in the
observance or performance of any conditions or covenants
on LESSEE's part to be observed or performed under or by
virtue of any of the provisions in any article of this
lease, the LESSOR, without being under any obligation to
do so and without thereby waiving such default, may remedy
such default for the account and at the expense of the
LESSEE. If the LESSOR makes any expenditures or incurs
any obligatons for the payment of money in connection
therewith, including but not limited to, reasonable
attorney's fees instituting prosecuting or defending any
action or proceeding, such sums paid or obligations
insured, with interest at the rate of 10 per cent per annum
and costs, shall be paid to the LESSOR by the LESSEE as
additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating to the
leased premises or to the occupancy thereof, shall be
deemed duly served, if left at the leased addressed to
the LESSEE, or if mailed to the leased premises, registered
or certified mail, return receipt requested, postage
prepaid, addressed to the LESSEE. Any notice from the
LESSEE to the LESSOR relating to the leased premises or
the the occupancy thereof, shall be deemed duly served if
mailed to the LESSOR by registered or certified mail,
return receipt requested, postage prepaid, addressed to
the LESSOR at such address as the LESSOR may from time to
time advise in writing. All rent notices shall be paid
and sent to the LESSOR at:
0000 X Xxxxxx Xxxx
Xxxxx, XX 00000
21. SURRENDER The LESSEE shall at the expiration or other termination of
this lease remove all LESSEE'S goods and effects from the
leased premises, (including, without hereby limiting the
generality of the foregoing, all signs and lettering
affixed or painted by the LESSEE, either inside or outside
the leased premises). LESSEE shall deliver to the LESSOR
the leased premises and all keys, locks, thereto, and
other fixtures connected therewith and all alterations
and additions made to or upon the leased premises, in good
condition, damage by fire or other casualty only expected.
In the event of the LESSEE's failure to remove any of the
LESSEE's property from the premises, LESSOR is hereby
authorized, without liability to LESSEE for loss or damage
thereto, and at the sole risk of LESSEE, to remove and
store any of the property at LESSEE's expense, or to
retain same under LESSOR's control to sell at public or
private sale, without notice any or al of the property not
so removed and to apply the net proceeds of such sale to
the payment of any sum due hereunder, or to destroy such
property.
22. BROKERAGE The LESSEE warrants and represents that it has dealt with
no broker entitled to claim a commission in connection
with this transaction and shall indemnify the LESSOR from
and against any such claim, including without limitation
reasonable attorneys' fees incurred by the LESSOR in
connection therewith.
23. CONDITION OF Except as may otherwise expressly set forth herein, the
PREMISES LESSEE shall accept the leased premises "as is" in their
condition as of the commencement of the term of this lease,
and the LESSOR shall be obligated to perform no work
whatsoever in order to prepare the leased premises for
occupancy by the LESSEE.
24. FORCE In the event that the LESSOR is prevented or delayed from
MAJEURE making any repairs or performing any other covenant
hereunder by reason of any cause reasonably beyond the
control of the LESSOR, the LESSOR shall not be liable to
the LESSEE therefor nor, except as expressly otherwise
provided in case of casualty or taking, shall the LESSEE be
entitled to any abatement or reduction of rent by reason
thereof, nor shall the same give rise to a claim by the
LESSEE that such failure constitutes actual or constructive
eviction from the leased premises or any part thereof.
25. LIABILITY No owner of the property of which the leased premises are
OF OWNER a part shall be liable hereunder except for breaches of
the LESSOR's obligations occuring during the period of such
ownership. The obligations of the LESSOR shall be binding
upon the LESSOR's interest in said property, but not upon
other assets of the LESSOR and no individual partner,
agent, trustee, stockholder, officer, director,
employee, or beneficiary of the LESSOR shall be
personallly liable for performance of the LESSOR's
obligations hereunder.
26. OPTION TO a) Provided LESSEE is not in default hereunder
EXTEND LEASE and has performed all of its covenants and
TERM obligations hereunder, LESSEE shall have
the options to extend the Term of this
Lease (hereinafter, the "First and Second
Option") for two consecutive periods of
sixty months upon the same terms and
conditions, and upon the following further
terms and conditions.
b) LESSEE shall exercise said First Option only
by giving written notice to LESSOR not later
than August 1, 2006, and shall exercise said
Second Option only by giving written notice to
LESSOR not later than August 1, 2011.
c) Rent shall be at a rate mutually agreed
upon between the parties.
27. OPTION TO EXPAND Provided LESSEE is not in default and has
PREMISES RIGHT OF performed all of LESSEE's obligations hereunder,
FIRST REFUSAL LESSEE shall have the right to first refusal to
rent additional space at the premises described
hereunder on Exhibit A at the same rate per square
foot as described on Exhibit B hereunder. All
other terms and conditions of this lease shall
apply to any additional leased space.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
20th day of June, 1996.
/s/ Xxxxxx Xxxx /s/ Xxxxxx Xxxxxxx
-------------------------------- -------------------------------
LESSEE LESSOR Chief Mgr.
EXHIBIT A
PREMISES
LEGAL DESCRIPTION - PROPERTY
Xxx 0, Xxxxx 0, Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxx of Hennepin, State of
Minnesota, according to the recorded plot thereof.
BUILDING
That certain office/warehouse building containing approximately 47,000 square
feet located at 0000 Xxxxxxx Xxxxx, Xxx Xxxx, XX
EXHIBIT B
SCHEDULE OF RENTS
PERIOD BASE RATES MONTHLY
------ PSF OFF/WHSE BASE RENT
------------ ---------
August 1, 1996 Shall be 1.5 times
to July 31, 2006 Lessee's Gross Revenues
monthly, or $9,000.00
per month, whichever
sum is higher.
[LETTERHEAD]
From: Xxxx Xxxxx < xxxxxx@xxxxxxxx.xxx > SAVE ADDRESS BLOCK SENDER
To: xxx_xxxxxx@xxxxxxx.xxx SAVE ADDRESS
Subject: [Fwd:RE:VICOM LEASE]
Date: Tue, 28 Dec 1999 17:47:37 -0600
Reply Reply All Forward Delete Previous Next Close
---------- Original Message -----------
Subject: RE: Vicom Lease
Date: Tue, 28 Dec 1999 15:02:24 -0600
From: Xxxxx Xxxx < xxxxx.xxxx@xxxxxxxx.xxx >
To: "`Xxxx Xxxxx'" < xxxxxx@xxxxxxxx.xxx >
Xxxx, regarding the lease:
1. the lease runs through July 2006- we would like to
extend it through Sept. 30, 2006.
2. % of rent clause can go away.
3. we would like this schedule of rents
2000- 12,750/mo
2001- 14,440/mo
2002- 16,000/mo
2003- 16,640/mo
2004- 17,150/mo
2005- 17,653/mo
2006- TBD.
Please advise if this is ok.
------Original Message-----
From: Xxxx Xxxxx [mailto:xxxxxx@xxxxxxxx.xxx]
Sent: Monday, December 27, 1999 4:26 PM
To: xxxxx.xxxx@xxxxxxxx.xxx
Subject: Vicom Lease
Xxxxx -
Here is the proposal that Xxx and I came up with for the new lease
addendum for the Vicom office in Minneapolis.
