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EXHIBIT 10.5
EDINA SOUTHWEST BUILDING
LEASE AGREEMENT
THIS LEASE is made and entered into this 26th day of FEBRUARY, 1997 by and
between EDINA SOUTHWEST PARTNERS, a general partnership hereinafter referred to
as "LESSOR" and DATALINK CORPORATION hereinafter referred to as "LESSEE".
WITNESSETH:
In consideration of the mutual covenants, promises, and agreements herein
contained, the parties do hereby agree as follows:
1. DESCRIPTION OF THE PREMISES
LESSOR does hereby lease to LESSEE and LESSEE does hereby lease and take
from LESSOR certain premises consisting of approximately 26,653 square feet
within the building at 0000 XXXXXXXXXX XXXXXX XXXXX, XXXXX, XXXXXXXXX
hereinafter referred to as "Premises." These Premises are identified in the
building plans as Suite 2-9 and are more specifically designated in Exhibit "A"
which is made a part hereof. The Premises is measured from the outside of
all exterior walls to the center of tenant division and common area walls and is
hereafter referred to as the "leased premises."
2. TERM
This lease shall be for a term of THREE (3) YEARS commencing on the FIRST
day of JANUARY, 1997 and terminating on the LAST day of DECEMBER, 1999.
3. USE OF PREMISES
It is agreed that the leased premises shall be used by the LESSEE for
OFFICES, LIGHT ASSEMBLY, STORAGE, AND RECEIVING/SHIPPING OF THE LESSEE'S GOODS
AND RELATED ACTIVITIES and for no other purpose; subject to all local, state,
and federal laws and regulations regarding the use of the premises.
4. PARKING AND DRIVES
The LESSEE, its employees, and invitees shall have the nonexclusive right
to use the common driveways and parking lots along with the other tenants,
invitees and customers of the building. The use of such driveways and parking
facilities are subject to such reasonable rules and regulations as the LESSOR
may impose. No more than 60 parking spaces are to be occupied at any one time
by the LESSEE, its employees and invitees. The LESSEE further agrees not to
use, or permit the use by its employees, the parking areas for the overnight
storage of automobiles or other vehicles without the written permission of the
LESSOR.
5. NET LEASE
This is a "net" Lease, and LESSOR shall not be required to provide any
services or do any acts in connection with the leased premises not specifically
set forth in this Lease. As hereinafter further described in the Lease the
LESSEE is responsible for and shall pay all utility charges, trash removal, its
proportionate share of real estate taxes including installments of special
assessments and its proportionate share of the building's operating expenses.
For purposes of computing the share of the building that is leased to the
LESSEE, it is mutually determined and agreed that the net rentable are of the
building consists of 76,243 square feet, that the leased premises of LESSEE is
26,653 square feet, and accordingly, the LESSEE's percentage and proportionate
share for purposes of allocating real estate taxes and assessments and
operating expenses is 34.96%. Also, for the partial years at the beginning and
end of this Lease, the "LESSEE" shall only be responsible for its share of
costs for the portion of the year that the Lease is in effect.
6. RENT
LESSEE shall pay as annual rent for the leased premises, the sum of ONE
HUNDRED THIRTY-FIVE THOUSAND EIGHT HUNDRED SIXTY-FOUR DOLLARS AND NO/100
($135,864.00) payable in equal monthly installments of ELEVEN THOUSAND THREE
HUNDRED TWENTY-TWO DOLLARS AND NO/100 ($11,322.00) in advance of the first
business day of each month during the full term hereof. In the event the
original term hereof shall commence on a day other than the first day of a
month, then a prorate rent payment shall be made paying the rent through the
end of the first partial month. All rental payments required hereunder shall
be paid to LESSOR at such place as LESSOR indicates on the rent statement of
may otherwise direct in writing from time to time. ALSO SEE PARAGRAPHS #24 AND
34.
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APPROXIMATE AREAS
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FOR RENTAL CALCULATIONS ACTUAL FINISH
Office: 1st floor 9282 SF 13,678 SF
2nd floor 1740 SF 1740 SF
Whse: 1st Floor 14,761 SF 10,365 SF
2nd Floor 0 SF 0 SF
Other: 0xx Xxxxx 0 XX 0 XX
0xx Xxxxx 870 SF 870 SF
TOTAL AREA 26,653 SF
7. TAXES AND SPECIAL ASSESSMENTS
Commencing with the real estate taxes and installments of special
assessments payable in the year this Lease commences the LESSEE shall pay to
LESSOR, as additional rent for and during the full term of this Lease, its
proportionate share of any and all such real estate taxes and installments of
special assessments which are levied, assessed or charged against the entire
property. As the dollar amount will not be known at the beginning of each
calendar year, LESSOR shall make a reasonable estimate of what the amount will
be for that year, and LESSEE shall pay an estimated share each month. The first
of the month after LESSOR has received the actual real estate tax statement and
sent a copy to the LESSEE an adjustment shall be made for any difference
between that which the LESSEE paid and that which it should have paid. LESSEE
shall then start paying its prorata share monthly based upon the actual tax
statement
8. OPERATING EXPENSES
The LESSEE shall pay, as additional rent, when billed by LESSOR, its
proportionate share of the following operating expenses during the full term of
this Lease:
(a) City water and sewer charges, except where used by tenants in
substantial amounts for production and is therefore separately
metered, and the monitoring surveillance of the fire protection
system.
(b) Lawn care, snow and litter removal, and the repair and maintenance
as reasonably required for parking lots, drives, sidewalks and
landscaped areas.
(c) Electrical service for the trash and mechanical room and or
exterior lighting, replacement of bulbs used for exterior
lighting, and trash removal from the common area trash room
serving the LESSEE, if any.
(d) All insurance that is maintained by LESSOR with respect to the
building, for fire and extended coverage, loss of rents insurance
or business interruptions and general liability insurance.
(e) All other necessary maintenance, replacement, and repair, to the
exterior of the building except, structural maintenance which is
the responsibility of LESSOR, and that which is covered by
manufacturer or sub-contractor warranties.
(f) Property management expenses, except for re-leasing commissions
and special services not related to the ongoing operation of the
building, of four percent (4.00%) of the rents and additional
rents collected.
LESSOR agrees to exercise due care and diligence to obtain these
operating expense services and supplies at competitive and reasonable market
costs with acceptable quality and service standards. LESSOR shall have the
right to invoice these costs monthly to LESSEE on an estimated basis, making
adjustments to actual costs periodically (but at least annually) as operating
reports are available.
9. UTILITIES
LESSEE is responsible and shall pay for all utility services. The
LESSEE is separately metered for gas and electricity and will deal with the
utility companies for service requirements and billing.
In the event the LESSEE uses water and sewer in substantial amounts or
for production purposes, the LESSOR shall install at LESSEE'S expense a water
meter to sub-meter said water and sewer, and shall charge LESSEE for said
water and sewer at rates as charged by the City of Eden Prairie.
LESSOR shall not be liable to LESSEE for any loss or damage of any kind
of description whatsoever caused or sustained by reason of failure of the
heating or ventilating and air conditioning system servicing the leased
premises or because of inability to obtain energy or utilities for any reason
beyond LESSOR's control.
10. INSURANCE
The LESSEE shall maintain in full force and effect during the term
hereof, a policy of public liability insurance under which the LESSOR and
LESSEE are named insured. The minimum limits of liability for such insurance
shall be $500,000.00 combined single limit for bodily injury and property
damage. LESSEE agrees to deliver a duplicate copy of said policy, or a
certificate of insurance evidencing such coverage, to LESSOR.
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Such policy shall contain a provision requiring ten (10) days written notice to
the LESSOR before cancellation of the policy can be effected.
The LESSOR shall carry and cause to be in full force and effect a fire
and extended coverage insurance policy on the building, but not contents owned,
leased to or otherwise in possession of the LESSEE. Such policy shall contain a
provision that the policy shall not be canceled except upon ten (10) days
written notice to the LESSEE.
Each insurance policy carried by either the LESSOR or LESSEE covering
the leased premises or its contents shall provide that the insured party has
relinquished all rights to recover against the other party for loss or damage
resulting from perils insured against by the policy. LESSOR and LESSEE each
hereby waive any claim based upon liability which may arise against the other
so far as the claim relates to loss or damage to the premises or contents
which is covered by insurance.
The LESSOR agrees to carry a fire and extended coverage insurance
policy on the building which covers, without any rating surcharge, a wide range
of uses. The uses set forth in Paragraph 3 of this Lease falls within such wide
range of uses. In the event, however, the LESSEE's change in use of the premises
or contents kept in the premises, or refusal to follow directions from the Fire
Inspection Bureau, or general housekeeping cause the fire and extended coverage
insurance premiums for the building to increase then the LESSEE agrees to pay
such additional premium in equal monthly installments.
11. MAINTENANCE
The LESSEE shall be wholly responsible for the maintenance and repair
of the interior of the leased premises, and will keep them in as good condition
as when turned over to it, reasonable wear and tear and damage by fire and the
elements excepted.
The LESSEE agrees to keep the leased premises in a clean, orderly and
sanitary condition and will neither do nor permit to be done therein anything
which is in violation of insurance policies on the building or that is contrary
to law.
The LESSEE will neither commit nor suffer waste to the building or to
the leased premises.
The maintenance and repair obligations of the LESSEE specifically
extend to all interior walls and to all doors, windows, plumbing, heating and
cooling systems, and electrical fixtures that serve the leased premises, except
as these obligations may be covered by manufacturer or contractor warranties.
The LESSOR agrees to cooperate with and reasonably assist LESSEE in pursuing
such warranties which are still in effect.
The LESSEE is responsible for snow removal two feet out from doors and
entries.
The LESSOR shall at its own expense keep in good order, safe condition
and repair the structural parts of the building in which the leased premises
are located, except where repairs to the structural parts are required due to
the fault or negligence of the LESSEE, its employees or invitees, in which case
the LESSEE shall be responsible.
12. APPEARANCE AND ACCESS
LESSOR and LESSEE mutually agree to keep the grounds, building, leased
premises and common areas in a condition of good repair and appearance as their
respective responsibilities and rights may allow. LESSOR shall provide general
access to LESSEE and its invitees to the common areas except as reasonable
security requirements and temporary conditions may prevent, and shall make a
reasonable effort to keep the common areas well maintained and free of nuisance.
LESSOR may establish and LESSEE will abide by reasonable rules for parking,
security, handing of trash and like procedures.
LESSEE agrees to keep all of its trash containers, pallets, dumpsters,
refuse and waste within its leased premises OR NEAR ITS TRUCK DOCKS.
13. LESSOR'S RESPONSIBILITY
LESSOR agrees that prior to the commencement of the term hereof, at its
sole cost and expense, it will make the following improvements, if any,
alterations, or maintenance efforts for the benefit of the LESSEE.
THE LESSOR SHALL BE RESPONSIBLE FOR THE COSTS OF IMPROVEMENTS AND
ALTERATIONS REQUESTED BY THE LESSEE UP TO $965.00. THE LESSEE SHALL PAY ANY
COSTS IN EXCESS OF $965.00.
LESSEE acknowledges that, upon occupancy hereof, it will cause the
leased premises to be inspected in order to ascertain the condition thereof;
that any objections (except for latent deficiencies not currently discoverable)
thereto not delivered in writing to LESSOR within 20 days after occupancy shall
be deemed waived.
14. CONDEMNATION LOSS
Should all the leased premises be taken in condemnation proceedings or
by exercise of any right of eminent domain, then this Lease shall automatically
terminate as of the date the condemning authority or the authority exercising
its right of eminent domain takes possession of the leased premises. If there
is a partial taking but LESSEE continues to occupy the premises in part, the
rent shall be reduced in the proportion that the unoccupied part of the
premises bears to the entire premises.
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if, as a result of a partial taking, the leased premises are no longer usable
for the purposes specified in Paragraph 3 of this Lease, then, in any such
case, the LESSEE may terminate this Lease as of the date the condemning
authority or the authority exercising its right of eminent domain takes
possession of the property by giving written notice thereof to the LESSOR. The
LESSOR shall be specifically entitled to all awards for condemnation.
15. ASSIGNMENT
The LESSEE will not assign this Lease, and will not sublet any part of
said premises without the prior written consent of the LESSOR. Said consent
will not be unreasonably withheld. Any such assignment or subletting will not
release the LESSEE from its responsibilities under this Lease, unless expressly
agreed to in writing by the LESSOR. The LESSOR shall have the right to any
profit made in such assignment or subletting, but only in the event that the
LESSEE is using less than one-half of its leased premises for its business
operation. If the LESSEE shall be declared bankrupt, shall have a receiver
appointed of its property, shall make an assignment for the benefit of
creditors, or its rights hereunder shall be taken under execution; it shall be
construed as an assignment of this Lease within the meaning hereof, the LESSOR
shall have the right to terminate this Lease.
16. BREACH BY TENANT
In the event that the LESSEE shall vacate or abandon said premises or
shall default in any of its covenants herein, and said default shall not be
removed within 10 days after notice thereof in writing from the LESSOR, the
LESSOR is hereby authorized to re-enter said premises to eject the LESSEE, and
take full possession of said premises, to terminate this Lease at its option,
and to lease and let said premises as to it shall seem best, to remove from
said premises all personal property of the LESSEE, and to store the same to the
account and at the expense and risk of the LESSEE, and to sell said property or
any part thereof, and out of the proceeds to pay all expenses of so removing,
storing, and selling the same, and all sums which shall then be in arrears or
past due for rent. No such act or acts of the LESSOR shall be construed as
cancellation of the Lease or waiver of said term, except exercise of its option
to terminate the same.
In case the LESSOR shall determine that an action or proceeding at law
or otherwise is necessary to enforce the terms and conditions hereof, the
LESSEE agrees that necessary costs and; reasonable attorney's fees and
disbursements thereof; and brokerage fees to re-lease said premises may be
allowed and taxes against it along with annual interest in the amount of 12% or
the maximum amount allowed by law whichever is less.
17. ALTERATIONS
The LESSEE shall not make any alterations to the leased premises
without the written consent of the LESSOR, such consent not to be unreasonably
withheld. If the LESSEE shall desire to make any such alterations, an accurate
description shall first be submitted to and approved by the LESSOR and shall be
done by the LESSEE at its own expense. LESSEE agrees that all such work shall
be done in a good, workmanship like manner, and in conformance with applicable
building codes, that the structural integrity of the building shall not be
impaired, and that no liens shall attach to the premises by reason thereof. The
LESSOR DECLARES that all such alterations MADE IN THE PAST AND TO BE MADE IN
1997 HAVE THE LESSOR'S CONSENT. THE LESSEE SHALL HAVE NO OBLIGATION TO RESTORE
the premises to its original condition FOR SUCH IMPROVEMENTS. Any such
alterations shall become the property of the LESSOR WHEN THE LESSEE VACATES THE
PREMISES and all right, title and interest therein of the LESSEE shall
immediately cease unless otherwise stated in writing. The LESSEE however, shall
remain the owner of any installed trade fixtures and shall have the right to
remove such trade fixtures at the expiration of this Lease Agreement, so long
AS REPAIRS ARE MADE WHERE ITEMS WERE REMOVED.
18. SIGNS
The LESSEE shall have the right, at its own risk and expense, to place
signs identifying its business on the exterior walls of the building and next
to any doors opening directly into the premises, so long as all such signs
conform with the LESSOR's building standards and criteria and with all
applicable zoning laws. Said signs shall not be erected without the written
prior approval of the LESSOR. LESSEE agrees to maintain its signs in good
repair, to remove its signs at the end of the term or any extended term,
repairing any damage caused by such removal, and to hold LESSOR harmless from
any loss, cost, or damages resulting from the erection, existence, maintenance,
or removal or LESSEE's signs. The LESSEE agrees not to place signs on or near
its window(s) which are easily visible from the exterior. The LESSOR reserves
the right to remove all unapproved signs at the expense of the LESSEE.
19. ENTRY
The LESSOR shall have the right to keep pass keys to the leased
premises. The LESSEE agrees that no additional locks will be placed on any of
the LESSEE's doors without the written consent of the LESSOR. THE LESSOR HEREBY
CONSENTS TO ALL LOCKS INSTALLED AS OF THE SIGNING OF THIS LEASE AGREEMENT.
LESSOR, its agents, and its employees shall have the right to enter the
premises at all reasonable times with representative of LESSEE present to
inspect them, to make repairs, and to maintain the building of which the
premises are a part. During the ninety days prior to the expiration of the
term, the LESSOR or its agents may exhibit the premises to prospective Lessees.
LESSOR shall also have the right of entry as provided in Paragraph 16.
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20. SUBORDINATION
It is mutually agreed that this Lease shall be subordinate to any and
all mortgages, ground leases, or other securities, including any renewals,
modifications, consolidations, replacements and extensions thereof now or
hereafter recorded against the leased premises by the LESSOR. LESSEE's right
to quiet possession of the premises shall not be disturbed if LESSEE is not in
default and so long as LESSEE shall pay the rents and observe and perform all
of the provisions of this Lease, unless this Lease is otherwise terminated
pursuant to its terms.
21. NOTICES
All notices, consents, demands and requests which may be or are
required to be given by either party of the other, shall be in writing, and
sent by United States registered or certified mail, with return receipt
requested, addressed to the LESSEE at the street address set forth in Paragraph
1 and to the LESSOR in care of XXXXXXXXX PROPERTIES, INC. 0000 XXXX 00XX
XXXXXX, XXXXX 0, XXXXX, XXXXXXXXX 00000 or to such other address as LESSOR
may direct in writing in the future.
The date which said registered or certified mail is mailed by the
LESSOR shall be conclusively deemed to be the date on which a notice, consent,
demand, or request is given or made. The above address of a party may be
changed at any time of from time to time by notice given by said party to the
other party in the manner herein above provided.
22. SHORT FORM LEASE
The parties hereto shall, at the option of either party, execute a
short form of lease for recording purposes and, in such event, the terms
thereof shall constitute a part of this Lease as fully as though recited at
length herein.
23. ASSUMPTION
The LESSOR may assign its right, title, and interest in this Lease,
and such assignment shall thence terminate all the LESSOR's obligations so
long as the LESSOR is not in default when such assignment is made and the
assignee assumes the LESSOR's responsibilities thereafter. This Lease and all
the covenants, terms, provisions and conditions herein contained shall inure to
the benefit, and be binding upon the LESSOR and LESSEE, their respective
successors and assigns.
24. OCCUPANCY
THE LESSEE IS IN OCCUPANCY OF ALL OF THE LEASED PREMISES EXCEPT FOR
BAY 8 AND 9. IN THE EVENT BAY 8 HAS NOT BEEN VACATED BY AD&P AS OF THE
COMMENCEMENT DATE, THEN THE LESSOR AND LESSEE AGREE THAT THERE SHALL BE A
REDUCTION IN RENT AS SET FORTH IN PARAGRAPH 6 FOR SIXTY DOLLARS AND NO/100
($60.00) PER DAY, A REDUCTION IN THE ADDITIONAL RENT FOR TAXES AND OPERATING
EXPENSES OF TWENTY-TWO DOLLARS AND NO/100 ($22.00) PER DAY, AND THE LESSEE
SHALL NOT BE OBLIGATED TO PAY UTILITIES FOR ANY AREA THAT HAS NOT BEEN VACATED.
IN THE EVENT BAY 9 HAS NOT BEEN VACATED BY AD&P AS OF THE COMMENCEMENT
DATE, THEN THE LESSOR AND LESSEE AGREE THAT THERE SHALL BE A REDUCTION IN THE
RENT AS SET FORTH IN PARAGRAPH 6 OF FIFTY-THREE DOLLARS AND NO/100 ($53.00)
PER DAY, A REDUCTION IN THE ADDITIONAL RENT FOR TAXES AND OPERATING EXPENSES
OF TWENTY-TWO DOLLARS AND NO/100 ($22.00) PER DAY, AND THE LESSEE SHALL NOT BE
OBLIGATED TO PAY UTILITIES FOR ANY AREA THAT HAS NOT BEEN VACATED. FURTHER,
COMMENCING ON THE DAY THAT BAY 9 IS VACATED, THE LESSOR AGREES TO REDUCE THE
RENT DUE UNDER PARAGRAPH 6 BY ONE THOUSAND FIVE HUNDRED EIGHTY-SEVEN DOLLARS
AND NO/100 ($1587.00) PER MONTH FOR TWO (2) MONTHS. THEREAFTER THE LESSOR
AGREES TO REDUCE THE MONTHLY RENT DUE FOR BAY 9 BY FIVE HUNDRED EIGHTY-SEVEN
DOLLARS AND NO/100 ($587.00) PER MONTH FOR THREE ADDITIONAL MONTHS.
25. CLAIMS
The LESSEE will make no claims against the LESSOR for any loss of or
damage to property caused by theft, burglary, water, gas, electricity or other
means, unless the cause of such loss or damage is the direct result of the
gross negligence or the willful misconduct of the LESSOR, its employees, or
agents.
26. FIRE REPAIR
In the event of damage to the premises by fire, the elements or other
casualty, LESSOR shall repair the damage with reasonable dispatch, unless
mortgagee or financial participant, who from time to time might have an
interest in on the demised premises, shall require that the fire insurance
proceeds be used to reduce its interest or the indebtedness on the premises. If
the damage renders the premises untenantable in whole or in such part that it
is impractical to conduct business therein, the rent shall wholly xxxxx until
the damage has been repaired. If the damage renders the premises untenantable
in part but LESSEE continues to occupy them in part, the rent shall be reduced
in the proportion that the unoccupied portion of the premises bears to the
entire premises, until the damage has been repaired.
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part, the rent shall be reduced in the proportion that the unoccupied portion
of the premises bears to the entire premises, until the damage has been
repaired.
27. QUIET ENJOYMENT
LESSEE, upon payment of the rent herein reserved and upon performance
of all of the terms, covenants and conditions of this Lease by it to be kept
and performed, shall at all times during the term hereof or during any
extension or renewal hereof, peaceably and quietly enjoy the leased premises
without any disturbance from LESSOR or from any other person claiming through
LESSOR. Upon expiration or sooner termination of the term hereof, LESSEE
shall surrender the leased premises in good condition and repair, except for
reasonable wear and tear, condemnation and casualty.
28. HOLDING OVER
If LESSEE shall hold over the leased premises or any part thereof
after the expiration of the term hereof such holding over shall be construed
only to be a tenancy from month to month subject to all of the covenants,
conditions an obligations hereof except that the rent shall be 150% of the
amount shown in paragraph 6. Nothing herein shall be construed to give LESSEE
any rights to hold over and to continue in possession of the leased premises
after the expiration of the term hereof.
29. DEPOSIT
NO SECURITY DEPOSIT REQUIRED.
30 OTHER PROVISIONS
The invalidity or unenforceability of any provision hereof shall not
effect or impair the validity of any provision.
The headings herein are inserted only for convenience and reference
and shall in no way define, limit, or describe the scope or intent of any
provisions of this Lease. As used herein and where necessary, the singular
imports the plural and vice versa, and masculine, feminine and neuter pronouns
and expressions are interchangeable.
The covenants and agreements herein contained shall bind and shall
inure to the benefit of the LESSOR and LESSEE, their respective heirs,
administrators, legal representatives, successors and assigns.
During the term of this Lease Agreement, in the event the LESSEE
should pay to the LESSOR an amount which is less than the amount due at that
time, and the LESSOR receives and deposits such payment, such receipt and
deposit shall not be assumed to be payment in full, but rather partial payment
toward the LESSEE's account.
This Lease shall be governed by, construed and enforced in accordance
with the laws of the State of Minnesota.
One or more waivers of any covenant, term or condition of this Lease
by either party shall not be construed by the other party as a waiver or
subsequent breach of same covenant, term or condition. The failure or delay
on the part of the other party to enforce or exercise at any time any of the
provisions, rights or remedies of this Lease shall in no way be construed to be
a waiver thereof nor in any way effect the validity of this Lease or any part
thereof or the right of the party to thereafter enforce each and every such
provision, right or remedy.
31. DISCLOSURE STATEMENT
The LESSEE is hereby informed that H. M. "Bud" Xxxxxxxxx, Jr. is a
partner in the partnership that owns the property, and is also acting as
leasing agent in this transaction.
32. EXHIBITS AND ADDENDUMS
This instrument contains all of the agreements made between the
parties and may not be modified orally or in any manner other than by agreement
in writing signed by all parties to this Lease. The following exhibits and
addendums are attached and hereby made a part of this Lease:
Exhibit A(1) Building Floor Plan
33. OPTIONS TO EXPAND
THE LESSEE SHALL HAVE THE RIGHT AND OPTION TO EXPAND ITS LEASED
PREMISES TO THE SOUTH, TAKING ALL OF PORTIONS OF BAYS 1, 2, AND 3 AT 0000
XXXXXXXXXX XXXXXX AND MARKED AS THE "SOUTH EXPANSION" ON EXHIBIT A, ON THE
FOLLOWING TERMS AND CONDITIONS:
1.) THE LESSOR SHALL OFFER SUCH AREA TO THE LESSEE AS AN
EXPANSION AREA ANY TIME FROM JUNE 1, 1997 TO JUNE 1, 1998.
2.) THE BASE RENT FOR SUCH SPACE IF ANY AND WHEN IT IS LEASED
TO THE LESSEE
OFFICE AREA ON 1ST FLOOR @ $7.75 PER SQ. FT.
OFFICE AREA ON 2ND FLOOR @ $6.50 PER SQ. FT.
WAREHOUSE AREA @ $3.75 PER SQ. FT.
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3.) The LESSOR shall notify the LESSEE at least four (4) months
in advance of the impending lease expiration/space
availability, and the LESSEE agrees to notify the LESSOR of
its intent to add such space to its leased premises within
thirty (30) days of such LESSOR notification.
4.) The LESSEE agrees to accept the space "as is".
34. IMPROVEMENT AMORTIZATION
The LESSEE agrees to pay each and every month, in addition to and along
with the rent set forth in paragraph 6 herein, the amount of One Thousand Three
Hundred Dollars ($1,300.00) for the amortization of improvements.
The signatories below warrant that they are duly authorized to enter into this
Lease representing the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed
the day and year first above written.
EDINA SOUTHWEST PARTNERS DATALINK CORPORATION
By XX Xxxxxxxxx, Xx. By Xxxx Xxxxxx
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Partner
By Its President & CEO
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[SIG]
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Secretary/Treasurer
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AGREEMENT
January 27, 1997
RE: Improvement cost borne by the Edina Southwest Partners for Datalink
Corporation improvements that were Datalink's responsibility.
Parties: Edina Southwest Partners
- hereinafter referred to as the Lessor, and
Datalink Corporation
- hereinafter referred to as the Lessee
The Parties agree to the following:
1.) The Lessee agrees to pay Twelve Thousand Dollars ($12,000.00) as
its share in excess of $68,000.00 for improvements to the
expansion and remodeling done in 1994.
2.) All other costs for improvements (i.e. extra improvements after
the 1994 remodeling and the construction of a picnic area) have
been eliminated in exchange for a reduction of the Lessor's
improvement obligation under the new Lease Agreement dated
February 26, 1997. Therefore, with the payment of the above
mentioned $12,000, all of the Lessee's obligations to the Lessor
for improvement costs of both labor and materials shall be fully
satisfied.
With their signatures below, the Parties indicate their agreement with the
foregoing:
Lessor: Edina Southwest Partners Lessee: Datalink Corporation
by XX Xxxxxxxxx, Xx. by Xxxx Xxxxxx
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its Partner its President & CEO
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ASSIGNMENT AND ASSUMPTION AGREEMENT
(TENANT LEASES AND SECURITY DEPOSITS)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of this 30th day of
June, 1997, by and between Edina Southwest Partners, a Minnesota general
partnership (hereinafter "Seller") and 0000 Xxxxxxxxxx Xxxxxx L.L.P., a
Minnesota limited liability partnership (hereinafter "Purchaser").
RECITALS
A. Seller and Purchaser have entered into a purchase agreement dated
June 30th, 1997 (the "Agreement") whereby Seller agreed to sell to Purchaser and
Purchaser agreed to purchase from Seller, certain real property and
improvements located at 0000-0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxxxx
00000, and more fully described in Exhibit A attached hereto (the "Property").
B. The Agreement obligates Seller to assign to Purchaser at closing
certain tenant leases and security deposits in connection with the Property,
and obligates Purchaser to assume Seller's duties as landlord thereunder from
and after the date of closing.
C. By warranty deed dated as of the date hereof (the "Deed"), to be
recorded in the office of the Registrar of Titles for Hennepin County,
Minnesota concurrently with the delivery hereof, Seller has conveyed the
Property, with all improvements thereon, to the Purchaser.
AGREEMENT
NOW, THEREFORE, in consideration of the Agreement and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller and Purchaser hereby agree as follows:
1. Assignment and Assumption of Leases. Seller hereby sells, assigns,
transfers and conveys unto Purchaser, its successors and assigns, all of
Seller's right, title and interest in and to the tenant leases described on the
schedule attached hereto as Exhibit B (the "Leases"), which Seller certifies to
be complete and correct to the best of its knowledge, as of June 30th, 1997,
together with all rents payable thereunder on and after the date hereof. By
its execution hereof, Purchaser agrees to assume and be bound by and timely
perform, observe, discharge and otherwise comply with each and every one of
Seller's duties, obligations, covenants and undertakings accruing on or after
the date hereof under the Leases, including without limitation, those
obligations relating to the "Deposits" referred to in paragraph 2 hereof.
2. Deposits. Seller hereby sells, assigns, transfers and conveys unto
Purchaser, and its successors and assigns, all of Seller's right, title and
interest in and to the security and other deposits (the "Deposits") described
on the attached Exhibit B, which Seller certifies to be true, complete and
correct to the best of its knowledge as of June 30th, 1997, together with any
interest thereon which may be required by law or by the Leases to be accrued
for the benefit of the tenants.
10
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to the Purchaser that Seller has good title to, and
good right to assign and transfer, said Leases in manner and form aforesaid;
that Seller's interest in said Leases are free and clear of all liens, charges
and encumbrances; and that no rents have been prepaid under the Leases more
than thirty (30) days in advance of the date hereof, except as may be disclosed
on Exhibit B.
4. Indemnification. Purchaser covenants to hold Seller harmless
from and indemnify Seller against any claim, loss, damage, cost or expense
(including reasonable attorneys' fees and court costs) that Seller may incur
from and after the date hereof as a result of the failure of Purchaser to
perform any of its obligations with respect to the Deposits or under the Leases
from and after the date hereof. Seller covenants to hold Purchaser harmless
from and indemnify Purchaser against any claim, loss, damage, cost and expense
(including reasonable attorneys' fees and court costs) that Purchaser may incur
from and after the date hereof as a result of (a) the failure of Seller to
perform any of its obligations with respect to the Deposits and under the Leases
up to the date hereof and (b) the breach of the representations and warranties
made by Seller under paragraph 3 hereof.
5. Further Assurances. Seller and Purchaser hereby covenant and
agree to sign, execute and deliver, or cause to be signed, executed or
delivered and to do or make, or cause to be done or made, upon request of
either party, any and all agreements, instruments, papers, deeds, acts or
things, supplemental, confirmatory or otherwise, as may be reasonably required
for the purpose of or in connection with acquiring or more effectively vesting
in Purchaser or evidencing the vesting in Purchaser of the right, title and
interest of Seller granted, conveyed, bargained, sold, assigned, transferred,
set over or delivered or intended to be granted, conveyed, bargained, sold,
assigned, transferred, set over or delivered, hereby or hereunder and the
assumption of the obligations of Seller referred to herein.
6. Tenant Leases and Files. Purchaser acknowledges that, along with
all of the Leases, Seller has transferred all files of Tenants to Purchaser,
which include applications and correspondence. Purchaser covenants and agrees
to maintain the Leases and the files of Tenants in a manner customary to
similar office-warehouse complexes in Edina, Minnesota for a period not to
exceed two (2) years, and upon the request of Seller, to provide Seller access
to the Leases and to the files of Tenants during normal business hours for any
reasonable purpose.
7. Governing Law. This Assignment and Assumption Agreement and all
other instruments referred to herein shall be governed by, and shall be
construed in accordance with, the laws of the State of Minnesota.
8. Successors and Assigns. This Assignment and Assumption Agreement
and the terms and provision hereof shall inure to the benefit of, and shall be
binding upon, the respective successors and assigns of Seller and Purchaser.
2
11
9. Incorporation by Reference. All of the Exhibits attached hereto or
referred to herein and all documents in the nature of such Exhibits are by
reference incorporated herein and made a part of this Assignment and Assumption
Agreement.
10. Survival. The terms and conditions of this Assignment and Assumption
Agreement shall survive the Closing.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Assignment and Assumption Agreement to be executed on their behalf by their
duly authorized representatives as of the date first above written.
SELLER:
EDINA SOUTHWEST PARTNERS,
a Minnesota general partnership
By: HM "Bud" Xxxxxxxxx
-------------------------------------
Its General Partner
PURCHASER:
0000 XXXXXXXXXX XXXXXX L.L.P.,
a Minnesota limited liability partnership
By: Xxxx Xxxxxx
-------------------------------------
Xxxx Xxxxxx
Its Managing Partner
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 30th day of June,
1997, by HM Xxx Xxxxxxxxx, the General Partner of Edina Southwest Partners, a
Minnesota general partnership, on behalf of the partnership.
[SEAL]
XXXX X. XXXXXX
NOTARY PUBLIC-MINNESOTA
WASHINGTON COUNTY Xxxx X. Xxxxxx
MY COMMISSION EXPIRES JAN. 31, 2000 -------------------------------------
Notary Public
3
12
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 30th day of June,
1997, by Xxxx Xxxxxx, the Managing Partner of 0000 Xxxxxxxxxx Xxxxxx L.L.P., a
Minnesota limited liability partnership, on behalf of the partnership.
[SEAL]
XXXX X. XXXXXX
NOTARY PUBLIC-MINNESOTA
WASHINGTON COUNTY Xxxx X. Xxxxxx
MY COMMISSION EXPIRES JAN. 31, 2000 -------------------------------------
Notary Public
4
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EXHIBIT A
Legal Description
The South 148.24 feet of Tract D, Tract E, Registered Land Survey No. 1253,
according to the recorded plat thereof, Hennepin County, Minnesota,
Subject to a limitation of the right of access being the right of ingress to
and egress from that part of above land onto County State Aid Xxxxxxx Xx. 00 as
shown in deed Document No. 876314.
5
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EXHIBIT B
Rent Roll and Security Deposit List
6
15
EDINA SOUTHWEST PARTNERS - JUNE, 1997
EXHIBIT B
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ACCT/ BASE AMORT TOTAL SECURITY DEPOSITS
------------------------------------------------------------------------------------------------------------------------------------
ADDRESS TENANT RENT TAXES CAC IMPR. INVOICE HELD
------------------------------------------------------------------------------------------------------------------------------------
7401 Closets By Design 3,490.00 1,191.34 499.11 5,180.45 3,490.00
------------------------------------------------------------------------------------------------------------------------------------
7403 Statice Fonts/Xxx Xxxx 425.00 425.00 425.00
------------------------------------------------------------------------------------------------------------------------------------
7404 Xxxxxxx Xxxxxx 700.00 700.00 0.00
------------------------------------------------------------------------------------------------------------------------------------
7419 ADP 9,600.00 3,054.04 1,279.49 13,933.53 850.00
------------------------------------------------------------------------------------------------------------------------------------
7423 Datalink 10,735.00 2,989.90 1,252.62 1,300.00 16,277.52 0.00
------------------------------------------------------------------------------------------------------------------------------------
7435 Xxxxxx Company 3,995.51 1,181.08 494.81 5,671.40 3,765.00
------------------------------------------------------------------------------------------------------------------------------------
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TOTAL 28,945.51 8,416.36 3,526.03 1,300.00 42,187.90 8,530.00
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