L E A S E
ARTICLE 1. LEASE TERMS
1.1 LANDLORD AND TENANT. This lease ("Lease") is entered into this 28th day
of February, 1995 by and between CSM INVESTORS, INC., a Minnesota
corporation, ("Landlord") and BIO-VASCULAR, INC., a Minnesota corporation,
("Tenant").
1.2 PREMISES. Landlord hereby rents, leases, lets and demises to Tenant the
following described property ("Premises") as illustrated on the site plan
attached hereto as EXHIBIT A: 36,027 square feet of warehouse space in
WESTGATE BUSINESS CENTER PHASE IV located at University Avenue and Eustis
Street in St. Xxxx, Minnesota, and consisting of approximately 101,000 square
feet ("Building").
1.3 IMPROVEMENTS. A floor plan of the Premises is attached hereto as EXHIBIT
B. The improvements to be constructed in and upon the Premises by Landlord
are set forth and described in EXHIBIT C ("Landlord Improvements"). The
improvements to be constructed in and upon the Premises by Tenant are set
forth and described in EXHIBIT D ("Tenant Improvements").
Landlord shall reimburse Tenant for the Tenant Improvements up to a maximum
sum of Six Hundred Thousand and no/100 Dollars ($600,000.00) (the "Tenant
Improvement Allowance"). The Tenant Improvement Allowance shall be
disbursed by Landlord to Tenant in two installments, the first upon fifty
percent (50%) completion of the Tenant Improvements and the second on full
completion of the Tenant Improvements. Disbursements shall be made subject
and pursuant to pay application and disbursement procedures typically
utilized by construction lenders. Tenant shall be solely responsible for and
shall pay all Tenant Improvement costs in excess of $600,000.00.
In connection with the Tenant Improvements to be constructed and installed by
Tenant, it is specifically agreed, as follows:
A. Tenant shall contract only with a union contractor for construction of
the Tenant Improvements, who in turn shall agree to utilize only union
subcontractors on the project.
B. Tenant shall be responsible for compliance of all work with the approved
plans and all applicable codes, laws, regulations and the like.
C. Landlord shall have no responsibility for the quality, maintenance,
repair or replacement of the Tenant Improvements, except as otherwise
provided in Section 7 of this Lease.
D. Tenant shall indemnify and hold Landlord harmless from and against any
and all claims, causes of action, damages or expenses (including liens)
arising out of, by reason of or as a result of, Tenant's construction and
installation of the Tenant Improvements.
1.4 LEASE TERM. The term of this Lease shall commence on one hundred five
(105) days after delivery of Premises to Tenant pursuant to Section 1.5
hereof ("Commencement Date") and shall terminate one hundred twenty (120)
months thereafter, unless sooner terminated as hereinafter provided. In the
event that Tenant does not vacate the Premises upon the expiration or
termination of this Lease, Tenant shall be a tenant at will for the holdover
period and all of the terms and provisions of this Lease shall be applicable
during that period, except that Tenant shall pay Landlord as base rental for
the period of such holdover an amount equal to one and one-half (1) times the
base rent which would have been payable by Tenant had the holdover period
been a part of the original term of this Lease, together with all additional
rent as provided in this Lease. Tenant agrees to vacate and deliver the
Premises to Landlord upon Tenant's receipt of notice from Landlord to vacate.
The rental payable during the holdover period shall be payable to Landlord
on demand. No holding over by Tenant, whether with or without the consent of
Landlord, shall operate to extend the term of this Lease.
1.5 EARLY POSSESSION AND OCCUPANCY. Landlord agrees to permit Tenant to
enter into the Premises prior to the Commencement Date for the purpose of
constructing and installing in and upon the Premises the Tenant Improvements
as described in attached EXHIBIT D, and Tenant's equipment and business
fixtures. Landlord agrees to use its best efforts to deliver the Premises to
Tenant for such purposes, on or before April 15, 1995 (the "Delivery
Date"), in a condition that will permit Tenant to proceed with its work of
improving the Premises. The condition of the Premises as of the Delivery
Date will be as described in attached EXHIBIT E. The parties agree that if
the Premises are not delivered to Tenant for the foregoing purposes on or
before April 15, 1995, then Landlord shall pay to Tenant, as and for
liquidated damages, the sum of Five Hundred and no/100 Dollars ($500.00) per
day for each day after the Delivery Date that the Premises are delivered.
Notwithstanding anything herein to the contrary, if Landlord fails to deliver
the Premises to Tenant, as above provided, on or before July 1, 1995, then
Tenant may, upon written notice to Landlord, terminate this Lease and the
parties shall have no further obligations hereunder, except that Landlord
shall remain liable for payment of liquidated damages, as set forth above, to
the date of termination. To be effective, Tenant must exercise its right of
termination within five (5) days of the date established for Landlord's
performance (i.e., July 1, 1995).
Following completion of Tenant's work, Tenant shall be entitled to occupy the
Premises and conduct its business therein. Additionally, Landlord agrees to
allow Tenant and Tenant's general contractor to have access to the Premises
prior to April 15, 1995, provided that such access will not interfere with
Landlord's completion of Landlord's work.
Tenant's early possession and/or occupancy of the Premises as above described
shall be subject and pursuant to all of the terms and conditions of the
Lease, except for Tenant's obligation of payment of rent and operating
expenses, which obligation shall commence on the Commencement Date of the
Lease.
The deadlines established above for commencement of construction and delivery
of the Premises are subject to force majeure and Tenant caused delays, and
shall be appropriately extended to reflect any such delays.
1.6 BASE RENT. Base Rent is: Months Monthly Base Rent Per Sq. Ft.
1-120 $21,286.76 $7.09
1.7 PERMITTED USE: Office, warehouse, manufacturing, research and
development, laboratory, and sales and service.
1.8 SECURITY DEPOSIT: Not applicable.
1.9 PRO-RATA SHARE: Thirty-five and 67/100 percent (35.67%) subject to
adjustment as provided in Section 2.2 hereof.
1.10 ADDRESSES. LANDLORD'S ADDRESS: TENANT'S ADDRESS:
CSM INVESTORS, INC. BIO-VASCULAR, INC.
0000 XXXXXXXXXXX XXXX 0000 XXXXXX XXXX
XX. XXXX, XX 00000-0000 XXXXXXXXX, XX 00000
(000) 000-0000 (000) 000-0000
(until Commencement Date -
thereafter to Premises)
ARTICLE 2. RENT, OPERATING EXPENSES AND SECURITY DEPOSIT
2.1 BASE RENT. Tenant agrees to pay monthly as base rent during the term of
this Lease the sum of money set forth in Section 1.6 of this Lease, which
amount shall be payable to Landlord at the address shown above. One monthly
installment shall be due and payable on or before the first day of each
calendar month succeeding the Commencement Date during the term of this
Lease; provided, if the Commencement Date should be a date other than the
first day of a calendar month, the monthly rental set forth above shall be
prorated to the end of that calendar month, and all succeeding installments
of rent shall be payable on or before the first day of each succeeding
calendar month during the term of this Lease. Tenant shall pay, as
additional rent, all other sums due under this Lease.
2.2 OPERATING EXPENSES.Tenant shall also pay as additional rent Tenant's pro
rata share of the operating expenses of Landlord for the Building. Landlord
may invoice Tenant monthly for Tenant's pro rata share of the estimated
operating expenses for each calendar year, which amount shall be adjusted
from time-to-time by Landlord based upon anticipated operating expenses.
Within six (6) months following the close of each calendar year, Landlord
shall provide Tenant an accounting showing in reasonable detail the
computations of additional rent due under this Section. In the event the
accounting shows that the total of the monthly payments made by Tenant
exceeds the amount of additional rent due by Tenant under this Section, the
accounting shall be accompanied by evidence of a credit to Tenant's account.
In any event the accounting shows that the total of the monthly payments made
by Tenant is less than the amount of additional rent due by Tenant under this
Section, the accounting shall be accompanied by an invoice for the additional
rent. Notwithstanding any other provisions in this Lease, during the year in
which this Lease terminates, Landlord, prior to the termination date, shall
have the option to invoice Tenant for Tenant's pro rata share of the
operating expenses based upon the previous year's operating expenses. If
this Lease shall terminate on a day other than the last day of a calendar
year, the amount of any additional rent payable by Tenant applicable to the
year in which the termination shall occur shall be prorated on the ratio that
the number of days from the commencement of the calendar year to and
including such termination date bears to 365. Tenant agrees to pay any
additional rent due under this Section within ten (10) days following receipt
of the invoice or accounting showing additional rent due. Tenant's pro rata
share set forth in Section 1.9 shall be equal to a percentage based upon a
fraction, the numerator of which is the net rentable area of the Premises as
set forth in Article 1 and the denominator of which shall be the net rentable
area of the Building, as the same may change from time to time.
2.3 DEFINITION OF OPERATING EXPENSES.The term "operating expenses" includes
all expenses incurred by Landlord with respect to the maintenance and
operation of the Building, including, but not limited to, the following:
maintenance, repair and replacement costs; electricity, fuel, water, sewer,
gas and other common Building utility charges for the common areas;
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equipment used for maintenance and operation of the Building; operational
expenses; exterior window washing and janitorial services (for common areas);
trash and snow removal; landscaping and pest control; reasonable management
fees, wages and benefits payable to employees of Landlord whose duties are
directly connected with the operation and maintenance of the Building; all
services, supplies, repairs, replacements or other expenses for maintaining
and operating the Building and appurtenant improvements, including parking
and common areas; improvements made to the Building which are required under
any governmental law or regulation that was not applicable to the Building at
the time it was constructed; installation of any device or other equipment
which improves the operating efficiency of any system within the Premises and
thereby reduces operating expenses; all other expenses which would generally
be regarded as operating, repair, replacement and maintenance expenses; all
real property taxes and installments of special assessments (excluding
special assessments levied prior to the Commencement Date) and legal fees
incurred in connection with actions to reduce the same; and all insurance
premiums Landlord is required to pay or reasonably deems necessary to pay,
including fire and extended coverage, and rent loss and public liability
insurance, with respect to the Building.
The following items shall not constitute nor be included in operating
expenses: debt service, leasing commissions, executive salaries and
overhead, non-cash charges or reserves, costs to correct defects in design or
original construction, or costs which are reimbursed by others (except tenant
payments of pro rata shares of operating expenses). For the years 1995, 1996
and 1997, the Tenant's pro rata share of operating expenses shall be capped
at One and no/100 Dollars ($1.00) per square foot per year, and One and
20/100 Dollars ($1.20) per square foot per year, and Three and 75/100 Dollars
($3.75) per square foot per year, respectively.
2.4 INCREASE IN INSURANCE PREMIUMS. If an increase in any insurance premiums
paid by Landlord for the Building is caused by Tenant's particular use of the
Premises or if Tenant vacates the Premises and causes an increase in such
premiums, then Tenant shall pay as additional rent the amount of such
increase to Landlord.
2.5 SECURITY DEPOSIT. Intentionally omitted.
ARTICLE 3. OCCUPANCY AND USE
3.1 USE. Tenant warrants and represents to Landlord that the Premises shall
be used and occupied only for the purpose as set forth in Section 1.7.
Tenant shall occupy the Premises, conduct its business and control its
agents, employees, invitees and visitors in such a manner as is lawful,
reputable and will not create a nuisance. Tenant shall not permit any
operation which emits any odor or matter which intrudes into other portions
of the Building or otherwise interfere with, annoy or disturb any other
lessee in its normal business operations or Landlord in its management of the
Building. Tenant shall not permit any waste on the Premises to be used in
any way which would, in the opinion of Landlord, be extra hazardous on
account of fire or which would, in any way, increase or render void the fire
insurance on the Building.
Tenant shall be responsible for proper disposal of all biological or medical
waste and all other material utilized in the conduct of Tenant's business,
strictly in accordance with all applicable local, state and federal laws and
regulations.
3.2 SIGNS. No sign of any type or description shall be erected, placed or
painted in or about the Premises or Building which are visible from the
exterior of the Premises, except those signs depicted or described on
attached EXHIBIT F, or those signs submitted to Landlord in writing, and
which signs are in conformance with Landlord's sign criteria, if any,
established for the Building.
3.3 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant, at Tenant's sole
cost and expense, shall comply with all laws, ordinances, orders, rules and
regulations of state, federal, municipal or other agencies or bodies having
jurisdiction over the use, condition or occupancy of the Premises. Tenant
will comply with the reasonable, nondiscriminatory rules and regulations of
the Building adopted by Landlord. Landlord shall have the right at all times
to change and amend the rules and regulations in any reasonable manner as may
be deemed advisable for the safety, care, cleanliness, preservation of good
order and operation or use of the Building or the Premises. All rules and
regulations of the Building will be sent by Landlord to Tenant in writing and
shall thereafter be carried out and observed by Tenant.
Landlord warrants that on the Commencement Date the Building and Landlord's
work within the Premises will be in compliance with all applicable laws,
regulations and ordinances, and that the use of the Premises, as described in
Section 1.7 is permitted under applicable ordinances.
3.4 WARRANTY OF POSSESSION. Landlord warrants that it has the right and
authority to execute this Lease, and Tenant, upon payment of the required
rents and subject to the terms, conditions, covenants and agreements
contained in this Lease, shall have possession of the Premises during the
full term of this Lease as well as any extension or renewal thereof.
Landlord shall not be responsible for the acts or omissions of any other
lessee or third party beyond its control that may interfere with Tenant's use
and enjoyment of the Premises.
3.5 RIGHT OF ACCESS. Landlord or its authorized agents shall, at any and all
reasonable times, upon reasonable notice and with reasonable precautions,
have the right to enter the Premises to inspect the same, to show the
Premises to prospective purchasers, lessees (during the last six (6) months
of the lease term), mortgagees, insurers or other interested parties, and to
alter, improve or repair the Premises or any other portion of the Building.
Tenant hereby waives any claim for damages for injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or use of the
Premises, and any other loss occasioned thereby. Tenant shall not change
Landlord's lock system or in any other manner prohibit Landlord from entering
the Premises. Landlord shall have the right to use any and all reasonable
means which Landlord may deem proper to open any door in an emergency without
liability therefor. Tenant shall permit Landlord to erect, use, maintain and
repair pipes, cables, conduits, plumbing, vents and wires in, to and through
the Premises as often and to the extent that Landlord may now or hereafter
deem to be necessary or appropriate for the proper use, operation and
maintenance of the Building. Landlord will exercise its best efforts to
minimize disruption to Tenant's business in connection with the foregoing.
ARTICLE 4. UTILITIES AND ACTS OF OTHERS
4.1 BUILDING SERVICES. Tenant shall pay when due, all charges for utilities
furnished to or for the use or benefit of Tenant or the Premises. Tenant
shall have no claim for rebate of rent on account of any interruption in
service, but Landlord shall exercise its best efforts to promptly restore
interrupted services.
4.2 THEFT OR BURGLARY. Landlord shall not be liable to Tenant for losses to
Tenant's property or personal injury caused by criminal acts or entry by
unauthorized persons into the Premises or the Building, except where caused
by the sole negligence of Landlord.
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ARTICLE 5. REPAIRS AND MAINTENANCE
5.1. LANDLORD REPAIRS. Landlord shall not be required to make any
improvements, replacements or repairs of any kind or character to the
Premises or the Building during the term of this Lease except as are set
forth in this Section. Landlord shall maintain only the roof, foundation,
parking and common areas, the structural soundness of the exterior walls,
doors, corridors, and other structures serving the Premises, provided, that
Landlord's cost of maintaining, replacing and repairing the items set forth
in this Section are operating expenses subject to the additional rent
provisions in Section 2.2 and 2.3. Landlord shall not be liable to Tenant,
except as expressly provided in this Lease, for any damage or inconvenience,
and Tenant shall not be entitled to any abatement or reduction of rent by
reason of any repairs, alterations or additions made by Landlord under this
Lease.
5.2 TENANT REPAIRS. Tenant shall, at all times throughout the term of this
Lease, including renewals and extensions, and at its sole expense, keep and
maintain the Premises in a clean, safe, sanitary and first class condition
and in compliance with all applicable laws, codes, ordinances, rules and
regulations. Tenant's obligations hereunder shall include, but not be
limited to, the maintenance, repair and replacement, if necessary, of all
heating, ventilation, air conditioning, lighting and plumbing fixtures and
equipment, fixtures, motors and machinery, all interior walls, partitions,
doors and windows, including the regular painting thereof, all exterior
entrances, windows, doors and docks and the replacement of all broken glass.
When used in this provision, the term "repairs" shall include replacements
or renewals when necessary, and all such repairs made by the Tenant shall be
equal in quality and class to the original work. The Tenant shall keep and
maintain all portions of the Premises and the sidewalk and areas adjoining
the same in a clean and orderly condition, free of accumulation of dirt,
rubbish, snow and ice. If Tenant fails, refuses or neglects to maintain or
repair the Premises as required in this Lease after notice shall have been
given Tenant, in accordance with this Lease, Landlord may make such repairs
without liability to Tenant for any loss or damage that may accrue to
Tenant's merchandise, fixtures or other property or to Tenant's business by
reason thereof, and upon completion thereof, Tenant shall pay to Landlord all
costs plus fifteen percent (15%) for overhead incurred by Landlord in making
such repairs upon presentation to Tenant of xxxx therefor.
5.3. TENANT DAMAGES. Tenant shall not allow any damage to be committed on
any portion of the Premises or Building or common areas, and at the
termination of this lease, by lapse of time or otherwise, Tenant shall
deliver the Premises to Landlord in as good condition as existed at the
Commencement Date of this Lease, ordinary wear and tear excepted. The cost
and expense of repairs necessary to restore the condition of the Premises
shall be borne by Tenant.
ARTICLE 6. ALTERATIONS AND IMPROVEMENTS
6.1 TENANT IMPROVEMENTS. Tenant shall not make or allow to be made any
alterations or physical additions in or to the Premises without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld. Any alterations, physical additions or improvements
to the Premises made by Tenant shall at once become the property of Landlord
and shall be surrendered to Landlord upon the termination of this Lease;
provided, however, Landlord may, at the time of and as a condition to
granting consent, require Tenant to remove any physical additions and/or
repair any alterations in order to restore the Premises to the conditions
existing at the time Tenant took possession, all costs of removal and/or
alterations to be borne by Tenant. This clause shall not apply to moveable
equipment or furniture owned by Tenant, which may be removed by Tenant at the
end of the term of this Lease if Tenant is not then in default and if such
equipment and furniture are not subject to any other rights, liens and
interests of Landlord.
ARTICLE 7. CASUALTY AND INSURANCE
7.1 SUBSTANTIAL DESTRUCTION. If all or a substantial portion of the Premises
or the Building should be totally destroyed by fire or other casualty and the
Building is not being restored, or if the Premises or the Building should be
damaged so that rebuilding cannot reasonably be completed within one hundred
eighty (180) working days after the date of written notification by Tenant to
Landlord of the destruction, or if insurance proceeds are not made available
to Landlord, or are inadequate, for restoration, this Lease shall terminate
at the option of Landlord by written notice to Tenant within sixty (60) days
following the occurrence, and the rent shall be abated for the unexpired
portion of the Lease effective as of the date of the written notification.
7.2 PARTIAL DESTRUCTION. If the Premises should be partially damaged by fire
or other casualty, and rebuilding or repairs can reasonably be completed
within one hundred eighty (180) working days from the date of written
notification by Tenant to Landlord of the destruction, and insurance proceeds
are adequate and available to Landlord for restoration, this Lease shall not
terminate, and Landlord shall at its sole risk and expense proceed with
reasonable diligence to rebuild or repair the Building or other improvements
to substantially the same condition in which they existed prior to the
damage. If the Premises are to be rebuilt or repaired and are untenantable
in whole or in part following the damage, the rent payable under this Lease
during the period for which the Premises are untenantable shall be adjusted
to such an extent as may be fair and reasonable under the circumstances. In
the event that Landlord fails to complete the necessary repairs or rebuilding
within one hundred eighty (180) working days from the date of written
notification by Tenant to Landlord of the destruction, Tenant may at its
option terminate this Lease by delivering written notice of termination to
Landlord, whereupon all rights and obligations under this Lease shall cease
to exist.
7.3 PROPERTY INSURANCE. Landlord shall not be obligated in any way or manner
to insure any personal property (including, but not limited to, any
furniture, machinery, goods or supplies) of Tenant upon or within the
Premises, any fixtures installed or paid for by Tenant upon or within the
Premises, or any improvements which Tenant may construct on the Premises
(except the initial Tenant Improvements). Tenant shall maintain property
insurance on its personal property and shall also maintain plate glass
insurance. Tenant shall have no right in or claim to the proceeds of any
policy of insurance maintained by Landlord even if the cost of such insurance
is borne by Tenant as set forth in Article 2.
7.4 WAIVER OF SUBROGATION. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant hereby waive and release each other of
and from, to the extent normally insurable, any and all right of recovery,
claim, action or cause of action, against each other, their agents, officers
and employees, for any loss or damage that may occur to the Premises, the
Building or personal property within the Building, by reason of fire or the
elements, regardless of cause or origin, including negligence of Landlord or
Tenant and their agents, officers and employees. Landlord and Tenant agree
immediately to give their respective insurance companies which have issued
policies of insurance covering all risk of direct physical loss, written
notice of the terms of the mutual waivers contained in this Section.
7.5 HOLD HARMLESS. Landlord shall not be liable to Tenant's employees,
agents, invitees, licensees or visitors, or to any other person, for an
injury to person or damage to property on or about the Premises caused by any
act or omission of Tenant, its agents, servants or employees, or of any other
person entering upon the Premises under express or implied invitation by
Tenant, or caused by the improvements located on the Premises becoming out of
repair, the failure or cessation of any service provided by Landlord
(including security service and devices), or caused by leakage of gas, oil,
water or steam or by electricity emanating from the Premises, unless caused
by the sole negligence or willful misconduct of Landlord. Tenant agrees to
indemnify and hold harmless Landlord of and from any loss, attorney's fees,
expenses or claims arising out of any such damage or injury.
7.6 PUBLIC LIABILITY INSURANCE. Tenant shall during the term hereof keep in
full force and effect at its expense a policy or policies of public liability
insurance with respect to the Premises and the business of Tenant, on terms
and with companies approved in writing by Landlord, in which both Tenant and
Landlord shall be covered by being named as insured parties under reasonable
limits of liability not less than $1,000,000, or such greater coverage as
Landlord may reasonably require, combined single limit coverage for injury or
death. Such policy or policies shall provide that thirty (30) days' written
notice must be given to Landlord prior to cancellation thereof. Tenant shall
furnish evidence satisfactory to Landlord at the time this Lease is executed
that such coverage is in full force and effect.
ARTICLE 8. CONDEMNATION
8.1 SUBSTANTIAL TAKING. If all or a substantial part of the Premises are
taken for any public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase in lieu
thereof, and the taking would prevent or materially interfere with the use of
the Premises for the purpose for which it is then being used, this Lease
shall terminate and the rent shall be abated during the unexpired portion of
this Lease effective on the date physical possession is taken by the
condemning authority. Tenant shall have no claim to the condemnation award
or proceeds in lieu thereof, except that Tenant shall be entitled to a
separate award for the cost of relocating its business, and damage to and
removing and moving of its personal property.
8.2 PARTIAL TAKING. If all or a substantial part of the Premises are taken
for any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in Section 8.1 above, the rent
payable under this Lease during the unexpired portion of the term shall be
adjusted to such an extent as may be fair and reasonable under the
circumstances. Tenant shall have no claim to the condemnation award or
proceeds in lieu thereof, except that Tenant shall be entitled to a separate
award for the cost of relocating its business, and damage to and removing and
moving its personal property.
ARTICLE 9. ASSIGNMENT OR SUBLEASE
9.1 LANDLORD ASSIGNMENT. Landlord shall have the right to sell, transfer or
assign, in whole or in part, its rights and obligations under this Lease and
in the Building. Any such sale, transfer or assignment shall operate to
release Landlord from any and all liabilities under this Lease arising after
the date of such sale, assignment or transfer.
9.2 TENANT ASSIGNMENT. Tenant shall not assign, in whole or in part, this
Lease, or allow it to be assigned, in whole or in part, by operation of law
or otherwise (including without limitation by transfer of a majority interest
of stock, merger, or dissolution, which transfer of majority interest of
stock, merger or dissolution shall be deemed an assignment) or mortgage or
pledge the same, or sublet the Premises, in whole or in part, without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, and in no event shall said such assignment or sublease ever release
Tenant or any guarantor from any obligation or liability hereunder.
Notwithstanding anything in this Lease to the contrary, in the event of any
assignment
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or sublease, any option or right of first refusal granted to Tenant shall not
be assignable by Tenant to any assignee or sublessee. No assignee or
sublessee of the Premises or any portion thereof may assign or sublet the
Premises or any portion thereof.
9.3 CONDITIONS OF ASSIGNMENT. If Tenant desires to assign or sublet all or
any part of the Premises, it shall so notify Landlord at least thirty (30)
days in advance of the date on which Tenant desires to make such assignment
or sublease. Tenant shall provide Landlord with a copy of the proposed
assignment or sublease and such information as Landlord might request
concerning the proposed sublessee or assignee to allow Landlord to make
informed judgments as to the financial condition, reputation, operations and
general desirability of the proposed sublessee or assignee. Within fifteen
(15) days after Landlord's receipt of Tenant's proposed assignment or
sublease and all required information concerning the proposed sublease or
assignee, Landlord shall have the following options: (1) cancel this Lease
as to the Premises or portion thereof proposed to be assigned or sublet; (2)
consent to the proposed assignment or sublease, and, if the rent due and
payable by any assignee or sublessee under any such permitted assignment or
sublease (or a combination of the rent payable under such assignment or
sublease plus any bonus or any other consideration or any payment incident
thereto) exceeds the rent payable under this Lease for such space, Tenant
shall pay to Landlord all such excess rent and other excess consideration
within ten (10) days following receipt thereof by Tenant; or (3) refuse to
consent to the proposed assignment or sublease, which refusal shall be deemed
to have been exercised unless Landlord gives Tenant written notice providing
otherwise. Upon the occurrence of an event of default, if all or any part of
the Premises are then assigned or sublet, Landlord, in addition to any other
remedies provided by this Lease or provided by law, may, at its option,
collect directly from the assignee or sublessee all rents becoming due to
Tenant by reason of the assignment or sublease. Any collection directly by
Landlord from the assignee or sublessee shall not be construed to constitute
a novation or a release of Tenant or any guarantor from the further
performance of its obligations under this Lease.
9.4 RIGHTS OF MORTGAGE. Tenant accepts this Lease subject and subordinate to
any recorded mortgage presently existing or hereafter created upon the
Building and to all existing recorded restrictions, covenants, easements and
agreements with respect to the Building. Landlord is hereby irrevocably
vested with full power and authority to subordinate Tenant's interest under
this Lease to any first mortgage lien hereafter placed on the Premises, and
Tenant agrees upon demand to execute additional instruments subordinating
this Lease as Landlord may require. If the interests of Landlord under this
Lease shall be transferred by reason of foreclosure or other proceedings for
enforcement of any first mortgage or deed of trust on the Premises, Tenant
shall be bound to the transferee (sometimes called the "Purchaser") at the
option of the Purchaser, under the terms, covenants and conditions of this
Lease for the balance of the term remaining, including any extensions or
renewals, with the same force and effect as if the Purchaser were Landlord
under this Lease, and, if requested by the Purchaser, Tenant agrees to attorn
to the Purchaser, including the first mortgagee under any such mortgage if it
be the Purchaser, as its Landlord. Notwithstanding the foregoing, Tenant
shall not be disturbed in its possession of the Premises so long as Tenant is
not in default hereunder.
9.5 TENANT'S STATEMENT. Tenant agrees to furnish, from time to time, within
ten (10) days after receipt of a request from Landlord or Landlord's
mortgagee, a statement certifying, if applicable, the following: Tenant is
in possession of the Premises; the Premises are acceptable; the Lease is in
full force and effect; the Lease is unmodified; Tenant claims no present
charge, lien, or claim or offset against rent; the rent is paid for the
current month, but is not prepaid for more than one month and will not be
prepaid for more than one month in advance; there is no existing default by
reason of some act or omission by Landlord; and such other matters as may be
reasonably required by Landlord or Landlord's mortgagee. Tenant's failure to
deliver such statement, in addition to being a default under this Lease,
shall be deemed to establish conclusively that this Lease is in full force
and effect except as declared by Landlord, that Landlord is not in default of
any of its obligations under this Lease, and that Landlord has not received
more than one month's rent in advance. Tenant agrees to furnish, from time
to time, within ten (10) days after receipt of a request from Landlord, a
current financial statement (10-Q or 10-K) of Tenant, certified as true and
correct by Tenant.
ARTICLE 10. LANDLORD'S LIEN AND SECURITY AGREEMENT (Intentionally omitted)
ARTICLE 11. DEFAULT AND REMEDIES
11.1 DEFAULT BY TENANT. The following shall be deemed to be events of
default ("Default") by Tenant under this Lease: (1) Tenant shall fail to
pay when due any installment of rent or any other payment required pursuant
to this Lease and such failure is not cured within three (3) days following
written notice to Tenant; (2) Tenant shall abandon any substantial portion
of the Premises; (3) Tenant shall fail to comply with any term, provision or
covenant of this Lease, other than the payment of rent, and the failure is
not cured within twenty (20) days after written notice to Tenant or such
longer period as is reasonably required to cure, provided that Tenant is
diligently pursuing the same; (4) Tenant shall file a petition or if an
involuntary petition is filed against Tenant and is not discharged within
thirty (30) days, or becomes insolvent, under any applicable federal or state
bankruptcy or insolvency law or admit that it cannot meet its financial
obligations as they become due; or a receiver or trustee shall be appointed
for all or substantially all of the assets of Tenant; or Tenant shall make a
transfer in fraud of creditors or shall make an assignment for the benefit of
creditors; or (5) Tenant shall do or permit to be done any act which results
in a lien being filed against the Premises or the Building and/or project of
which the Premises are a part, which is not discharged within ten (10) days
following written notice to Tenant.
In the event that an order for relief is entered in any case under Title 11,
U.S.C. (the "Bankruptcy Code") in which Tenant is the debtor and: (A)
Tenant as debtor-in-possession, or any trustee who may be appointed in the
case (the "Trustee") seeks to assume the lease, then Tenant, or Trustee if
applicable, in addition to providing adequate assurance described in
applicable provisions of the Bankruptcy Code, shall provide adequate
assurance to Landlord of Tenant's future performance under the Lease by
depositing with Landlord a sum equal to the lesser of twenty-five percent
(25%) of the rental and other charges due for the balance of the Lease term
or six (6) months' rent ("Security"), to be held (without any allowance for
interest thereon) to secure Tenant's obligation under the Lease, and (B)
Tenant, or Trustee if applicable, seeks to assign the Lease after assumption
of the same, then Tenant, in addition to providing adequate assurance
described in applicable provisions of the Bankruptcy Code, shall provide
adequate assurance to Landlord of the proposed assignee's future performance
under the Lease by depositing with Landlord a sum equal to the Security to be
held (without any allowance or interest thereon) to secure performance under
the Lease. Nothing contained herein expresses or implies, or shall be
construed to express or imply, that Landlord is consenting to assumption
and/or assignment of the Lease by Tenant, and Landlord expressly reserves all
of its rights to object to any assumption and/or assignment of the Lease.
Neither Tenant nor any Trustee shall conduct or permit the conduct of any
"fire", "bankruptcy", "going out of business" or auction sale in or
from the Premises.
11.2 REMEDIES FOR TENANT'S DEFAULT. Upon the occurrence of a Default as
defined above, Landlord may elect either (i) to cancel and terminate this
Lease and this Lease shall not be treated as an asset of Tenant's bankruptcy
estate, or (ii) to terminate Tenant's right to possession only without
cancelling and terminating Tenant's continued liability under this Lease.
Notwithstanding the fact that initially Landlord elects under (ii) to
terminate Tenant's right to possession only, Landlord shall have the
continuing right to cancel and terminate this Lease by giving three (3) days'
written notice to Tenant of such further election, and shall have the right
to pursue any remedy at law or in equity that may be available to Landlord.
In the event of election under (ii) to terminate Tenant's right to possession
only, Landlord may, at Landlord's option, enter the Premises and take and
hold possession thereof, without such entry into possession terminating this
Lease or releasing Tenant in whole or in part from Tenant's obligation to pay
all amounts hereunder for the full stated term. Upon such reentry, Landlord
may remove all persons and property from the Premises and such property may
be removed and stored in a public warehouse or elsewhere at the cost and for
the account of Tenant, without becoming liable for any loss or damage which
may be occasioned thereby. Such reentry shall be conducted in the following
manner: without resort to judicial process or notice of any kind if Tenant
has abandoned or voluntarily surrendered possession of the Premises; and,
otherwise, by resort to judicial process. Upon and after entry into
possession without termination of the Lease, Landlord may exercise reasonable
efforts to relet the Premises, or any part thereof, to any one other than the
Tenant, for such time and upon such terms as Landlord, in Landlord's sole
discretion, shall determine. Landlord may make alterations and repairs to
the Premises to the extent deemed by Landlord necessary or desirable to relet
the Premises.
Upon such reentry, Tenant shall be liable to Landlord as follows:
A. For all attorneys' fees incurred by Landlord in connection with
exercising any remedy hereunder;
B. For the unpaid installments of base rent, additional rent or other
unpaid sums which were due prior to such reentry, including interest
and late payment fees, which sums shall be payable immediately.
C. For the installments of base rent, additional rent, and other sums
falling due pursuant to the provisions of this Lease for the period
after reentry during which the Premises remain vacant, including late
payment charges and interest, which sums shall be payable as they
become due hereunder.
D. For all expenses incurred in releasing the Premises, including leasing
commissions, attorneys' fees, and costs of alteration or repairs, which
shall be payable by Tenant as they are incurred by Landlord; and
E. While the Premises are subject to any new lease or leases made
pursuant to this Section, for the amount by which the monthly
installments payable under such new lease or leases is less than
the monthly installment for all charges payable pursuant to this
Lease, which deficiencies shall be payable monthly.
Notwithstanding Landlord's election to terminate Tenant's right to possession
only, and notwithstanding any reletting without termination, Landlord, at any
time thereafter, may elect to terminate this Lease, and to recover (in lieu
of the amounts which would thereafter be payable pursuant to the foregoing,
but not in diminution of the amounts payable as provided above before
termination), as damages for loss of bargain and not as a penalty, an
aggregate sum equal to the present value of the amount by which the rental
value of the portion of the term unexpired at the time of such election is
less than an amount equal to the unpaid base rent, percentage rent, and
additional rent and all other charges which would have been payable by Tenant
for the unexpired portion of the term of this Lease, which deficiency and all
expenses incident thereto, including commissions, attorneys' fees, expenses
of alterations and repairs, shall be due to Landlord as of the time Landlord
exercises said election, notwithstanding that the term had not expired. If
Landlord, after such reentry, leases the Premises, then the rent payable
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under such new lease shall be conclusive evidence of the rental value during
that part of the unexpired portion of the term of this Lease.
If this Lease shall be terminated by reason of bankruptcy or insolvency of
Tenant, Landlord shall be entitled to recover from Tenant or Tenant's estate,
as liquidated damages for loss of bargain and not as a penalty, the amount
determined by the immediately preceding paragraph.
11.3 LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT. If Tenant shall be
in Default under this Lease, Landlord may cure the Default at any time for
the account and at the expense of Tenant. If Landlord cures a Default on the
part of Tenant, Tenant shall reimburse Landlord upon demand for any amount
expended by Landlord in connection with the cure, including, without
limitation, attorneys' fees and interest.
11.4 INTEREST, ATTORNEY'S FEES AND LATE CHARGE. In the event of a Default by
Tenant: (1) if a monetary default, interest shall accrue on any sum due and
unpaid at the rate of the lesser of Prime plus 4% per annum or the highest
rate permitted by law and, if Landlord places in the hands of an attorney the
enforcement of all or any part of this Lease, the collection of any rent due
or to become due or recovery of the possession of the Premises, Tenant agrees
to pay Landlord's costs of collection, including reasonable attorney's fees
for the services of the attorney, as awarded by a court of competent
jurisdiction. Other remedies for nonpayment of rent notwithstanding, if the
monthly rental payment or any other payment due from Tenant to Landlord is
not received by Landlord on or before the third (3rd) day after written
notice that the rent is unpaid, a late payment charge of five percent (5%) of
such past due amount shall become due and payable in addition to such amounts
owed under this Lease.
11.5 ADDITIONAL REMEDIES, WAIVERS, ETC.
A. The rights and remedies of Landlord set forth herein shall be in
addition to any other right and remedy now and hereafter provided by
law. All rights and remedies shall be cumulative and not exclusive of
each other. Landlord may exercise its rights and remedies at any
times, in any order, to any extent, and as often as Landlord deems
advisable without regard to whether the exercise of one right or
remedy precedes, concurs with or succeeds the exercise of another.
B. A single or partial exercise of a right or remedy shall not preclude
a further exercise thereof, or the exercise of another right or remedy
from time to time.
C. No delay or omission by Landlord in exercising a right or remedy
shall exhaust or impair the same or constitute a waiver of, or
acquiesce to, a Default.
D. No waiver of Default shall extend to or affect any other Default or
impair any right or remedy with respect thereto.
E. No action or inaction by Landlord shall constitute a waiver of
Default.
F. No waiver of a Default shall be effective unless it is in writing and
signed by Landlord.
ARTICLE 12. RELOCATION (Intentionally omitted)
ARTICLE 13. AMENDMENT AND LIMITATION OF WARRANTIES
13.1 ENTIRE AGREEMENT. IT IS EXPRESSLY AGREED BY TENANT, AS A MATERIAL
CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE
SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT
OF THE PARTIES: THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS,
WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING
TO THIS LEASE OR TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT
INCORPORATED IN WRITING IN THIS LEASE.
13.2 AMENDMENT. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR EXTENDED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT.
13.3 LIMITATION OF WARRANTIES. LANDLORD AND TENANT EXPRESSLY AGREE THAT
THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OR MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING
OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE
EXPRESSLY SET FORTH IN THIS LEASE.
ARTICLE 14. MISCELLANEOUS
14.1 SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and inure to
the benefit of Landlord and Tenant and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and agreed
that should Landlord's interest in the Premises cease to exist for any reason
during this Lease, then notwithstanding the happening of such event this
Lease nevertheless shall remain unimpaired and in full force and effect, and
Tenant hereunder agrees to attorn to the then owner of the Premises.
14.2 USE OR RENT TAX. If applicable in the jurisdiction where the Premises
are located, Tenant shall pay and be liable for all rental, sales and use
taxes or other similar taxes, if any, levied or imposed by any city, state,
county or other governmental body having authority, such payments to be in
addition to all other payments required to be paid to Landlord under the
terms of this Lease. Any such payment shall be paid concurrently with the
payment of the rent, additional rent, operating expenses or other charge upon
which the tax is based as set forth above.
14.3 ACT OF GOD. Landlord or Tenant shall not be required to perform any
covenant or obligation in this Lease, or be liable in damages to the other,
so long as the performance or non-performance of the covenant or obligation
is delayed, caused or prevented by an act of God, force majeure or by the
other.
14.4 HEADINGS. The section headings appearing in this Lease are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any Section.
14.5 NOTICE. All rent and other payments required to be made by Tenant shall
be payable to Landlord at the address set forth in Section 1.10. All
payments required to be made by Landlord to Tenant shall be payable at the
address set forth in Section 1.10, or at any other address within the United
States as Tenant may specify from time to time by written notice. Any notice
or document required or permitted to be delivered by the terms of this Lease
shall be deemed to be delivered (whether or not actually received) when
deposited in the United States Mail, postage prepaid, certified mail, return
receipt requested, addressed to the parties at the respective addresses set
forth in Section 1.10.
14.6 TENANT'S AUTHORITY. If Tenant executes this Lease as a corporation,
each of the persons executing this Lease on behalf of Tenant does hereby
personally represent and warrant that Tenant is a duly authorized and
existing corporation, that Tenant is qualified to do business in the state in
which the Premises are located, that the corporation has full right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so. In the event any representation or
warranty is false, all persons who execute this lease shall be liable,
individually, as Tenant.
14.7 HAZARDOUS SUBSTANCES. Except in the normal course of Tenant's business
and in strict compliance with all applicable laws and regulations, Tenant,
its agents or employees, shall not bring or permit to remain on the Premises
or Building any asbestos, petroleum or petroleum products, explosives, toxic
materials, or substances defined as hazardous wastes, hazardous materials, or
hazardous substances under any federal, state, or local law or regulation
("Hazardous Materials"). Tenant's violation of the foregoing prohibition
shall constitute a material breach and default hereunder and Tenant shall
indemnify, hold harmless and defend Landlord from and against any claims,
damages, penalties, liabilities, and costs (including reasonable attorney
fees and court costs) caused by or arising out of (i) a violation of the
foregoing prohibition by Tenant or (ii) the presence of any Hazardous
Materials on, under, or about the Premises or the Building during the term of
the Lease caused by or arising, in whole or in part, out of the actions of
Tenant, its agents or employees. Tenant shall clean up, remove, remediate
and repair any soil or ground water contamination and damage caused by the
presence and any release of any Hazardous Materials in, on, under or about
the Premises or the Building during the term of the Lease caused by or
arising, in whole or in part, out of the actions of Tenant, its agents or
employees, in conformance with the requirements of applicable law. Tenant
shall immediately give Landlord written notice of any suspected breach of
this paragraph; upon learning of the presence of any release of any Hazardous
Materials, and upon receiving any notices from governmental agencies
pertaining to Hazardous Materials which may affect the Premises or the
Building. The obligations of Tenant hereunder shall survive the expiration
of earlier termination, for any reason, of this Lease.
14.8 SEVERABILITY. If any provision of this Lease or the application thereof
to any person or circumstances shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
14.9 LANDLORD'S LIABILITY. Provided that Landlord's equity in the Building
is not less than ten percent (10%) of the market value thereof, if Landlord
shall be in default under this Lease and, if as a consequence of such
default, Tenant shall recover a money judgment against Landlord, such
judgment shall be satisfied only out of the right, title and interest of
Landlord in the Building as the same may then be encumbered and neither
Landlord nor any person or entity comprising Landlord shall be liable for any
deficiency. In no event shall Tenant have the right to levy execution
against any property of Landlord nor any person or entity comprising Landlord
other than its interest in the Building as herein expressly provided.
14.10 BROKERAGE. Landlord and Tenant each represents and warrants to the
other that there is no obligation to pay any brokerage fee, commission,
finder's fee or other similar charge in connection with this Lease, other
than fees due to XXXXXXXX XXXXX & ASSOCIATES which are the responsibility of
Landlord. Each party covenants that it will defend, indemnify and hold
harmless the other party from and against any loss or liability by reason of
brokerage or similar services alleged to have been rendered to, at the
instance of, or agreed upon by said indemnifying party. Notwithstanding
anything herein to the contrary,
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Landlord and Tenant agree that there shall be no brokerage fee or commission
due on expansions, options or renewals by Tenant, except as may be otherwise
agreed to by Landlord with the above named broker.
14.11 MANAGEMENT AGENT. Landlord hereby notifies Tenant that the person
authorized to execute this Lease and manage the Premises is CSM Corporation,
a Minnesota corporation, which has been appointed to act as the agent in
leasing management and operation of the Building for owner and is authorized
to accept service of process and receive or give receipts for notices and
demands on behalf of Landlord. Landlord reserves the right to change the
identity and status of its duly authorized agent upon written notice to
Tenant.
14.12 SUBMISSION OF LEASE. Submission of this Lease to Tenant for signature
does not constitute a reservation of space or an option to lease. This Lease
is not effective until execution by and delivery to both Landlord and Tenant.
14.13 PARKING. Landlord agrees to provide Tenant with five (5) underground
parking spaces, at no cost, and one hundred ten (110) surface parking spaces
in the above-ground parking area shown on the site plan attached as EXHIBIT A.
14.14 OPTION TO EXTEND. Tenant shall have the option to extend the term of
this Lease for two (2) additional thirty-six (36) month terms ("Renewal
Term") under the same terms and conditions contained herein, except that
base rent shall be adjusted as set forth below. Tenant may exercise the
foregoing options by delivering written notice to Landlord stating Tenant's
exercise of said option to extend, which notice shall be delivered not less
than one hundred eighty (180) days prior to the expiration of the lease term
then in effect. It shall be a condition of the exercise of the foregoing
options that Tenant not be in material default in the performance of its
obligations under this Lease, and that Tenant's exercise of the second option
shall be conditioned upon Tenant's timely exercise of the first option. In
the event Tenant fails to exercise its options strictly in accordance with
the foregoing, then said options shall be deemed null and void. Base rent
for each Renewal Term shall equal the market base rent for the Building,
established from time to time by the Landlord, in effect at the commencement
date of the Renewal Term.
14.15 RIGHT OF FIRST NOTICE. Landlord agrees to provide written notice to
Tenant within five (5) days of receipt of any information that any tenant
within the Building intends to vacate or abandon any portion of the Building
adjacent to the Premises. Landlord shall not offer said portion of the
Building to the public until at least ten (10) days after the giving of such
notice to Tenant.
14.16 EXPANSION OPTION. The Landlord hereby grants Tenant an option to
expand the Premises into adjacent premises subject and pursuant to the
following terms and conditions:
A. If Tenant exercises this option, Landlord shall be obligated to
deliver not less than 6,800 square feet nor more than 9,000 square
feet, with the exact square footage to be determined by Landlord.
B. This option may be exercised in writing, provided Tenant is not in
default in performance of its obligations under the Lease, at
anytime prior to the expiration of lease month forty-two (42). If
not timely and properly exercised, this option will automatically
be null and void and of no further force and effect.
C. The expanded premises will be leased to Tenant under the same terms
and conditions as are contained in this Lease, except for base rent,
which shall be adjusted as hereinafter provided, and Tenant's pro
rata share, which shall be adjusted to reflect Tenant's increased
square footage.
D. Base rent for the expansion space (which shall be in addition to the
base rent for the original Premises) shall equal the sum of the
following:
i. Four and 25/100 Dollars ($4.25) per square foot; plus
ii. The amortized cost per square foot of the leasehold improvement
allowance provided to Tenant by Landlord for the expansion
premises (up to a maximum of Fifteen and no/100 Dollars ($15.00)
per square foot), which amortization shall be at a rate of nine
percent (9%) over the remaining term of the Lease; and
iii. The amortized cost per square foot of unamortized tenant
improvements located in the expansion premises prior to tenant's
occupancy, based upon a nine percent (9%) rate and a useful life
of eight (8) years; the amortization of these costs shall be at
a rate of nine percent (9%) over the remaining term of the Lease.
E. The expansion premises shall be delivered to Tenant no earlier than
the commencement of lease month forty-nine (49) and no later than the
expiration of lease month sixty (60), with the timing of said delivery
to be determined by Landlord. Landlord shall provide at least thirty
(30) days advance written notice of the delivery date.
F. Upon exercise of this option by Tenant, Landlord and Tenant shall
execute an addendum to lease adding the expansion space to the
Premises pursuant to the foregoing terms and conditions.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective
the day and year first above written.
LANDLORD: TENANT:
CSM INVESTORS, INC. BIO-VASCULAR, INC.
BY: /s/ XXXXXX KORBERG BY: /s/ XXXX X. XXXXXXXX
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ITS: Vice President ITS: President and CEO
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EXHIBIT F
Pg 1 of 3
WESTGATE BUSINESS CENTER PHASE IV
PERMITTED SIGNAGE
BIO-VASCULAR, INC.
I. Territorial Road Monument Sign (see attached elevation)
Landlord will provide one (1) free-standing monument sign on Territorial
Road on which Tenant will have signage area allocated. Signage type and
color to be determined by Landlord.
Maximum Letter Size:4"
Maximum Logo Size:8"
II. East and North Building Facades (see attached elevations)
All exterior signage is Tenant's responsibility. Signage on building to
be painted channel type lettering and logo. Paint color to be determined
by Landlord. "Halo-Lit" neon is optional. Tenant to provide signage shop
drawings for approval by Landlord prior to fabrication and installation.
Maximum Letter Size:18" high
Maximum Logo Size:24" high
III. Signage will be allowed on glass curtain wall at entrance.
