EXHIBIT 10.12.1
RIVERPLACE
OFFICE LEASE AGREEMENT
This Lease Agreement ("Lease"), made this 31st day of May, 1996, between
Riverplace Inc., a Minnesota corporation ("Lessor"), and Net Radio Corporation,
a Minnesota Corporation ("Tenant");
WITNESSETH, THAT
1. DEMISED PREMISES. Lessor, subject to the terms and conditions hereof,
hereby leases to Tenant the premises ("Demised Premises") shown crosshatched on
the floor plan attached hereto as Exhibit A, comprising 3,368 square feet of net
rentable area on the first floor, known as Suite 140, located in the building
known as Exposition Hall ("Building") at Riverplace, Xxxxxxxxxxx, Xxxxxxxxx
00000, situated on the parcel or parcels of real property ("Land") described on
Exhibit B attached hereto and identified thereon in connection with the
Building. The term "Building" shall include the structure situated on the Land
and all areas servicing the same, such as skyways, lobby areas, access areas or
other public areas, whether now or hereafter constructed.
2. TERM. Tenant takes the Demised Pemises from Lessor, upon the terms
and conditions herein contained, to have and to hold the same for a term ("Lease
Term") commencing on the 1st day of July, 1996, and continuing thereafter to and
including the 31st day of October, 1999, unless sooner terminated as provided in
this Lease.
3. BASE RENT. Tenant agrees to pay to Lessor during the Lease Term a
monthly base rent ("Base Rent") in dollars according to the schedule in the
attached Exhibit D, payable to Lessor on or before the fist day of each month in
advance, without deduction or setoff of any kind, and delivered to Riverplace
Inc., 00 Xxxx Xxxxxx X.X., Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or to such
other place as may from time to time be designated by Lessor.
4. USE. Tenant shall use the Demised Premises only as business offices
for Tenant's business of internet only radio broadcasting and shall not use the
Demised Premises for any other use or purpose without the prior written consent
of Lessor. Tenant will not commit or permit any act or omission which results
in the violation of any law, governmental regulation, or insurance policy of
Lessor relating to the Building or the Project, or which will increase Lessor's
insurance rates on the Building or the Project. Tenant will not permit any
conduct or condition which may unduly disturb or endanger other occupants of the
Building or the Project.
5. OPERATING COSTS. Tenant shall, for the entire Lease Term, pay to
Lessor as additional rent, without any setoff or deduction therefrom, its
Proportionate Share of any and all costs and expenses which Lessor or Lessor's
manager may incur because of or in connection with the ownership, maintenance,
management and operation of the Land and/or the Building ("Operating Costs").
"Proportionate Share" is defined as the portion of Operating Costs equivalent to
a fraction of the total thereof, the numerator of which is the number of net
rentable square feet comprising the Demised Premises and the denominator of
which is the greater of (i) the number of net rentable square feet actually
leased within the Building, or (ii) 95% of the number of net rentable square
feet contained within the Building. "Operating Costs" are defined to include
all expenses and costs (but not specific costs which are separately billed to
and paid by individual tenants) of every kind and nature which Lessor or
Lessor's manager shall pay or become obligated to pay because of or in
connection with the ownership, maintenance, management and operation of the
Land, the Building and supporting facilities of the Building, including but not
limited to all real estate taxes and annual installments of special or other
assessments payable with respect thereto, and all other taxes, service payments
in lieu of taxes, exercises, levies, fees, or charges, general and special,
ordinary and extraordinary, of any kind, which are assessed, levied, charged,
confirmed or imposed by any public authority upon the Land and/or the Building,
its operations or the rent provided for in this Lease; the cost of protesting
any such taxes; management fees; insurance premiums; utility costs; janitorial
costs; Building security costs; costs of wages and maintenance costs relating to
the Building (including but not limited to sidewalks, skyways, landscaping and
service areas); services; service contracts; equipment and supplies; and all
other costs of any nature whatsoever which for federal tax purposes may be
expensed rather than capitalized, but exclusive only of leasing commissions,
depreciation, costs of tenant improvements and payments of principal and
interest on any mortgages, deeds of trusts, or other security devices covering
the Building. Operating Costs shall also include the yearly amortized portion
of capital costs incurred by Lessor for improvements or structural repairs to
the Building required to comply with any change in the laws, rules or
regulations of any governmental authority having jurisdiction, or for purposes
of reducing Operating Costs, which costs shall be amortized over the useful life
of such improvements or repairs, as reasonably estimated by Lessor or by
Lessor's property manager.
As soon as reasonably practicable prior to the commencement of the Lease
Term and prior to the commencement of each ensuing calendar year during the
Lease Term, Lessor shall furnish to Tenant an estimate of Operating Costs for
the first calendar year included in whole or in part in the Lese Term and
each ensuing calendar year. Tenant shall pay, as additional rent hereunder,
together with each installment of Base Rent, one-twelfth (1/12th) of its
estimated annual Proportionate Share of Operating Costs. As soon as
reasonably practicable after the end of each calendar year included in whole
or in part in the Lease Term, Lessor shall furnish to Tenant a statement of
the actual Operating Costs for the previous calendar year, including Tenant's
Proportionate Share of Operating Costs, and within thirty (30) days
thereafter Tenant shall pay to Lessor, or Lessor shall credit to the next
rent payments due Lessor from Tenant, as the case may be, any difference
between the actual Operating Costs payable by Tenant hereunder and the
estimated Operating Costs paid by Tenant. Tenant's Proportionate Share of
Operating
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Costs for the years in which this Lease commences and terminates shall be
prorated based upon the dates of commencement and termination of the Lease
Term. Notwithstanding any other provision herein to the contrary, it is
agreed that in the event that the Building is not fully occupied at any time
during the Lease Term, an adjustment shall be made in computing the Operating
Costs for such year so that the Operating Costs shall be computed for such
year as though the Building had been fully occupied during such year
(including, for real estate tax purposes, as if fully occupied and assessed
as a completed Building during such year).
Notwithstanding any provision herein that may be construed to the contrary,
Lessor shall have the right, in its reasonable discretion, to determine, from
time to time, the method of computing Operating Costs, the allocation of
Operating Costs to various types of space within the Building and/or the
Project, the extent of the appurtenances to the Building and/or the Project, and
the rentable area of the Demised Premises, the Building and the Project, and
Tenant shall be bound thereby.
6. ADDITIONAL TAXES. Tenant shall pay as additional rent to Lessor,
together with each installment of Base Rent, the amount of any gross receipts
tax, sales tax or similar tax, excise, charge, levy, fee, assessment, and any
tax imposed in lieu of real property taxes (but excluding therefrom any income
tax), which is payable, or which will be payable, by Lessor by reason of the
receipt of the Base Rent and adjustments thereof, or by reason of renting any
part of the Project to Tenant or Tenant's occupancy of any part thereof. Tenant
shall pay any taxes or other charges by any governmental authority on Tenant's
property or trade fixtures in the Demised Premises or relating to Tenant's use
of the Demised Premises.
7. OBLIGATIONS OF LESSOR. So long as Tenant shall perform each and every
covenant to be performed by Tenant hereunder, Lessor agrees that Tenant shall
quietly enjoy the Demised Premises in accord with the provisions hereof and that
Lessor shall:
A. Furnish heat and air conditioning daily from 8:00 A.M. to 5:00 P.M.
(Saturdays, Sundays and holidays excepted), in accordance with any applicable
regulations and sufficient, in Lessor's sole judgment, for the occupancy of the
Demised Premises for ordinary office operations. If heat generating machines or
equipment are used in the Demised Premises which affect the temperature
otherwise maintained by the air conditioning system, Lessor, at the request of
Tenant, shall install supplementary air conditioning equipment in the Demised
Premises, if such installation is deemed practical in the sole judgment of
Lessor, and the cost of any such equipment, together with the cost of
installation, operation and maintenance thereof (including all utility costs
incurred in connection therewith) shall be paid by Tenant to Lessor as
additional rent, together with each installment of Base Rent, at such rates as
are determined by Lessor. Any such equipment will be owned by Lessor. In the
event that Tenant requests, and that Lessor
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agrees, in its sole discretion, to provide, heating or air conditioning beyond
the hours specified above or otherwise in excess of the heating and air
conditioning services that Lessor is required hereunder to furnish to Tenant or
any other Lessor service beyond that required hereunder, Tenant shall pay,
within ten (10) days following demand therefor, the entire cost of all such
services at rates reasonably determined by Lessor.
B. Provide passenger elevator service in common with others at all times.
Further, to provide freight elevator service in common with others daily from
8:00 A.M. to 4:00 P.M. (Saturdays, Sundays and holidays excepted).
C. Provide such janitorial service in the Demised Premises (Saturdays,
Sundays and holidays excepted) and such maintenance of the common areas of the
Building as may be reasonably necessary, in Lessor's sole judgment, in
connection with the use of the Demised Premises for ordinary office purposes.
D. Keep the foundations, the four exterior walls, the roof, downspouts
and gutters of the Building in good repair, as determined by Lessor in Lessor's
sole judgment (ordinary wear and tear excepted) provided, however, if the need
for such repairs is directly or indirectly attributable to or results from any
activity being conducted within the Demised Premises, Tenant agrees to reimburse
Lessor for all costs and expenses incurred by Lessor with respect to such
repairs. Lessor's obligations hereunder shall be subject to the provisions of
Sections 9 and 10.
E. Provide water for drinking, lavatory and toilet purposes drawn through
fixtures installed by Lessor at such points of supply provided for general use
of other tenants in the Building.
F. Provide electricity to the Demised Premises for normal lighting and
small business office equipment (but not equipment using amounts of power
disproportionate to that used by other tenants in the Building). A service
charge will be assessed for electricity and any other utilities furnished for
heat generating machines, data processing equipment and similar types of
machines and equipment. Tenant shall use its best efforts to conserve
electricity.
G. Tenant, at its own expense, and with Lessor's prior written consent,
may install drapes or other window coverings to the inside of any blinds on any
outside windows (and if installed shall maintain them in an attractive and safe
condition); provided, however, in the sole discretion of Lessor, they are in
harmony with the exterior and interior appearance of the Building and create no
safety or fire hazard.
H. Furnish Tenant with two (2) keys for each corridor door entering the
Demised Premises, and additional keys at a charge by Lessor on an order signed
by Tenant. All such keys shall remain the property of Lessor. No additional
locks shall be allowed on any door of the Demised Premises without Lessor's
written consent, and Tenant shall not make or permit to be made any duplicate
keys, except those furnished by Lessor. Upon termination of this Lease,
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Tenant shall surrender to Lessor all keys to the Demised Premises, and give
to Lessor the combination of all locks for safes, safe cabinets and vault
doors, if any, in the Demised Premises.
I. Make and install, or cause to be made or installed, those leasehold
improvements, if any, expressly identified as obligations of Lessor in the plans
and specifications, terms and conditions set forth and identified on Exhibit C.
It is understood that Lessor does not warrant that any of the services and
utilities referred to above will be free from interruption from causes beyond
the reasonable control of Lessor. Interruption of service or utilities shall
never be deemed an eviction or disturbance of Tenant's use, possession or
enjoyment of the Demised Premises or any part thereof or render Lessor liable to
Tenant for damages by abatement of rent or otherwise, nor shall any such
interruption relieve Tenant from performance of Tenant's obligations under this
Lease.
8. COVENANTS OF TENANT. Tenant agrees that it shall:
A. Promptly comply, at Tenant's expense, with all laws, ordinances,
rules, orders, regulations and other requirements of governmental authorities
now or hereafter pertaining to the Demised Premises, and observe the rules and
regulations set forth on Exhibit E attached hereto and such other rules and
regulations as may from time to time be adopted by Lessor, or Lessor's managing
agent, including, without limitation, rules and regulations regarding standards
for Building signage and graphics, use of the atrium and other areas of the
project (as that term is defined in Section 34 hereof) and security measures.
B. Give Lessor and Lessor's agents, contractors and mortgagees access to
the Demised Premises at any time during emergencies and at all reasonable times,
without charge or diminution of rent, to enable Lessor to examine the same and
to make such inspections, repairs, additions and alterations as Lessor may be
required to make hereunder or which Lessor in Lessor's sole judgment, deems
necessary, and to enable Lessor to exhibit the Demised Premises to prospective
tenants, purchasers or others, and for such other reasonable purposes as Lessor
may deem necessary or desirable. Notwithstanding such right of entry, Lessor
will have no obligations to make repairs, alterations, or improvements except as
expressly provided in this Lease.
C. At Tenant's expense, keep and maintain the Demised Premises and the
fixtures and equipment therein in good order, repair and condition (ordinary
wear and tear excepted), and replace all broken glass with glass of the same
quality, save only glass broken by fire and extended coverage risks, and commit
no waste on the Demised Premises.
D. Pay for all electric lamps and ballasts used in the Demised Premise.
E. Upon the termination of this Lease in any manner whatsoever, remove
all property of Tenant and all property of any other person claiming under
Tenant, and quit and
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deliver up the Demised Premises to Lessor peaceably and quietly in as good
order and condition as the same are in at the commencement of the Lease Term
or thereafter were put in by Lessor or Tenant, reasonable use and wear
excepted. Any property not removed by Tenant at the termination of this
Lease, however terminated, shall automatically become the property of Lessor,
and Lessor may dispose of the same as it deems expedient, at Tenant's
expense. Tenant shall be responsible, at Tenant's expense, for any
restoration of the Demised Premises needed by virtue of the removal of any
such property left in the Demised Premises, whether removed by Tenant or
Lessor.
F. Not assign this Lease or sublet all or any part of the Demised
Premises voluntarily, involuntarily or by operation of law, without requesting
in writing and obtaining the prior written consent of Lessor thereto, which
consent shall not be unreasonably withheld. In the event that Tenant is a
corporation or a partnership, transfer of effective control of Tenant shall
constitute an assignment under this Section 8(F). Upon each request made by
Tenant to Lessor for Lessor's consent hereunder, Tenant shall pay to Lessor a
processing fee not to exceed, in each instance, $500.00, and Tenant shall also
reimburse Lessor for all out-of-pocket costs and expenses incurred by Lessor in
connection with such request, including but not limited to attorneys' fees.
If Tenant receives a bona fide offer for an assignment of Tenant's interest
under this Lease or to sublease all or part of the Demised Premises and submits
to Lessor the written request for Lessor's consent required hereunder, such
request shall be accompanied by a copy of the offer. In the case of a proposed
assignment or sublease of all of the Demised Premises, Lessor may, in Lessor's
sole discretion, elect to terminate this Lease, either conditioned on execution
of a new lease between Lessor and the party making the offer on the same terms
as the offer to Tenant or without that condition. In the case of a proposed
sublease for less than all of the Demised Premises, Lessor may, in Lessor' sole
discretion, elect to amend this Lease to exclude the portion of the Demised
Premises to be subleased, either conditioned on execution of a new lease between
Lessor and the party making the offer on the same terms as in the offer to
Tenant or without that condition. If Lessor desires, in Lessor's sole
discretion, to terminate or amend this Lease pursuant to the terms of this
second paragraph of this Section 8(F), Lessor will so notify Tenant in writing
within 20 days after receiving the written request for consent and a copy of the
offer to Tenant.
The provisions of this Section 8(F) shall be binding on Tenant and any
assignee or subtenant of Tenant shall apply to all portions of the Demised
Premises remaining subject to this Lease and to each request by Tenant, or its
assignee or subtenant, for Lessor's consent to a further or subsequent
assignment or subletting. Notwithstanding any permitted assignment or
subletting, Tenant shall at all times remain fully liable for all of the
obligations of the Tenant under this Lease.
G. Not place signs on or about the Demised Premises, the Building or the
Project without first obtaining Lessor's written consent thereto.
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H. Not overload, damage or deface the Demised Premises, the Building or
the Project or do any act which may make void or voidable any insurance on the
Demised Premises, the Building or the Project, or which may render an increased
or extra premium payable for insurance.
I. Not make any alterations, additions or improvements to the Demised
Premises without the prior written consent of the Lessor. All alterations,
additions or improvements (including carpeting or other floor covering) which
may be made by either of the parties hereto upon the Demised Premises, except
movable office furniture and equipment, shall be the property of Lessor, and
shall remain upon and be surrendered with the Demised Premises, as a part
thereof, at the termination of this Lease. All alterations by Tenant shall be
performed with new materials and in a good and worker like manner, shall comply
with all applicable laws, ordinances, rules, orders, regulations and other
requirements of governmental authorities, shall be performed by a contractor
approved in writing in advance by Lessor, and shall be performed in accordance
with plans and specifications approved in writing in advance by Lessor.
Lessor's approval of any plans and specifications submitted to Lessor for
Tenant's alterations shall create no responsibility or liability whatsoever on
the part of Lessor with respect to the finished product, design or construction,
or with respect to the compliance thereof with applicable laws, rules,
regulations or other governmental requirements.
J. Keep the Demised Premises and the Project free from any mechanics',
materialmen's, contractors' or other liens arising from, or any claims for
damages growing out of, any work performed, materials furnished or obligations
incurred by or on behalf of Tenant. If any such lien shall at any time be
filed, Tenant shall cause the same to be released of record with fifteen (15)
days following notice thereof; provided, however, that Tenant may contest the
same in good faith, provided that within fifteen (15) days after the filing
thereof, Tenant shall have deposited with Owner cash equal to 150% of the amount
of the lien or such other security as Owner may deem appropriate to insure
payment of such lien. Tenant shall indemnify and hold harmless Lessor from and
against any such lien, or claim or action thereon, and reimburse Lessor promptly
upon demand therefor by Lessor for costs of suit, reasonable attorneys' fees and
other costs and expenses incurred by Lessor in connection with any such lien,
claim or action. In the event that Tenant fails to release of record any such
lien, or to contest the same in accordance herewith, within the aforesaid
period, Owner may remove said lien by paying the full amount thereof or by
bonding or in any other manner Owner deems appropriate, without investigating
the validity thereof, and irrespective of the fact that Tenant may contest the
propriety or the amount thereof, and Tenant, upon demand, shall pay Owner the
amount so paid out by Owner in connection with the discharge of said lien,
together with reasonable expenses incurred in connection therewith, including
reasonable attorneys' fees. Nothing contained in this Lease shall be construed
as a consent on the part of Owner to subject Owner's estate in the Demised
Premises to any lien or liability under the lien laws of the State of Minnesota.
K. Maintain at its expense at all times during the Lease Term (i) a
policy or policies of public liability insurance with respect to the Demised
Premises and the business of Tenant,
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with limits of not less than $1,000,000 combined single limit; and (ii) a
policy or policies of fire and extended coverage insurance in broad form
insuring against all risks all leasehold improvements, Tenant's trade
fixtures and all other personal property of Tenant in the Demised Premises
for the full insurable value thereof. All such insurance policies shall be
placed with companies qualified to do business in the State of Minnesota,
provide for at least thirty (30) days prior written notice to Lessor before
cancellation or amendment, and name Lessor as an additional insured thereon.
Such policy or policies, or duly executed certificates evidencing the same,
shall be deposited with Lessor prior to the commencement of the Lease Term,
and renewals or replacements thereof shall be delivered to Lessor not less
than thirty (30) days prior to the expiration of the term of such coverage.
L. Not file or otherwise initiate or join any protest of real estate
taxes with respect to the Project or any part thereof.
Tenant's obligations under this Section 8 to do or not to do a specified
act shall extend to and include Tenant's obligation for all conduct of Tenant's
employees, agents and invitees.
9. CASUALTY LOSS. In case of damage to or destruction of the Demised
Premises by fire or other casualty, Tenant will give prompt notice thereof to
Lessor. If the Demised Premises or the Project are damaged by fire or other
casualty, Lessor shall have the right to elect, in Lessor' sole judgment, either
(1) to terminate this Lease as hereinafter provided, or (2) to cause the damage
to be repaired with reasonable speed, at the expense of Lessor, subject to
delays which may arise by reason of adjustment of loss under insurance policies
and to delays beyond the reasonable control of Lessor; provided, however, that
Lessor shall have no obligation to restore, repair or replace any property owned
by Tenant and shall only be required to spend such funds as are actually
received by Lessor from insurance proceeds for those items the obligation for
which to insure was the Tenant's. To the extent that the Demised Premises are
rendered untenantable by any such casualty damage, the rent hereunder shall
proportionately xxxxx, except in the event such damage resulted from or was
contributed to by the act, fault or neglect of Tenant, Tenant's employees,
invitees or agents, in which event there shall be no abatement of rent. If the
damage shall be so extensive that Lessor shall decide not to repair or rebuild,
this Lease shall, at the option of Lessor, be terminated as of the date of such
damage by written notice from Lessor to Tenant, and the rent shall be adjusted
to the date of such damage and Tenant shall thereupon promptly vacate the
Demised Premises.
10. CONDEMNATION. If the entire Demised Premises are taken under power of
eminent domain (which shall include the exercise of any similar governmental
power or any purchase or other acquisition in lieu thereof), this Lease shall
automatically terminate as of the date of taking, which shall be the date Tenant
is required to yield possession thereof to the condemning authority. If a
portion of the Demised Premises is taken under power of eminent domain, Lessor
shall have the right to terminate this Lease as of the date of taking by giving
written notice thereof to Tenant on or before the date of taking. If Lessor
does not elect to terminate this Lease, it shall, at its expense, restore or
cause to be restored the Demised Premises, exclusive of any
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improvements or other changes made therein by Tenant, to as near the
condition which existed immediately prior to the date of taking as reasonably
possible, and to the extent that the Demised Premises are rendered
untenantable, the rent shall proportionately xxxxx. All damages awarded for
a taking under the power of eminent domain shall belong to and be the
exclusive property of Lessor, whether such damages be awarded as compensation
for diminution in value of the leasehold estate hereby created or to the fee
of the Demised Premises; provided, however, that Lessor shall not be entitled
to any separate award made to Tenant for the value and cost of removal of its
personal property and fixtures.
11. POSSESSION. If Lessor is unable to tender possession of the Demised
Premises on the date specified in Section 2 above as the commencement date of
the Lease Term, Lessor shall not be liable for any damage caused thereby , nor
shall this Lease be void or voidable by Tenant, but in such event, the Lease
Term shall be for the same length of time specified in Section 2, but shall
commence upon the date that Lessor tenders possession of the Demised Premises to
Tenant; provided, however, that if the delay in the tender of possession results
from failure of Tenant to provide plans or from other actions or omissions by
Tenant, the commencement date of the Lease Term shall not be so delayed. In the
event that the commencement date of the Lease Term is delayed pursuant to the
terms of this Section 11, Lessor and Tenant shall, at the request of either
party, execute and deliver to the other an amendment to this Lease specifying
the commencement and expiration dates of the Lease Term. Occupancy of the
Demised Premises by Tenant will constitute Tenant's acceptance of the Demised
Premises. No representations as to the repair of the Demised Premises, and no
promises to alter, remodel or improve the Demised Premises, have been made by
Lessor, except to the extent expressly provided in this Lease.
12. LIABILITY AND INDEMNITY. Lessor shall not be responsible or liable to
Tenant for any loss or damage that may be occasioned by or through the acts or
omissions of persons occupying adjoining premises or any part of the premises
adjacent to or connected with the Demised Premises or any part of the Project or
any persons transacting any business in the Project or present in the project
for any other purpose or for any loss or damage resulting to Tenant, its
property or the Demised Premises from burst, stopping or leaking water, sewer,
sprinkler or steam pipes or plumbing fixtures or from any failure of or defect
in any electric line, circuit or facility. Tenant shall indemnify and hold
Lessor harmless from and against all liabilities, damages, claims, costs,
charges, judgments and expenses, including, but not limited to, reasonable
attorneys' fees, which may be imposed upon or incurred or paid by or asserted
against Lessor, the Demised Premises, the Building or the Project, or any
interest therein, by reason of or in connection with any use, non-use,
possession or operation of the Demised Premises or any part thereof during the
Lease Term, any act on the part of Tenant or any of its agents, contractors,
servants, employees, licensees or invitees, any accident, injury, death,
disability, illness or damage to any person or property occurring in, on or
about the Demised Premises or any part thereof during the Lease Term, and any
failure on the part of Tenant to perform any of the terms or conditions of this
Lease; provided, however, that nothing contained in this paragraph shall be
deemed to require Tenant to indemnify Lessor with respect to any gross
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negligence or intentional misconduct committed by Lessor. The obligations of
Tenant under this Section 12 shall survive the expiration or termination of this
Lease.
13. DEFAULT. If: (a) Tenant fails to pay rent or any other sum to be paid
by Tenant under this Lease or under the terms of any other agreement between
Lessor and Tenant as and when the same becomes payable, or (b) Tenant defaults
in the full and prompt performance of any other obligations of Tenant under this
Lease and such default continues for 20 days after written notice to Tenant (or,
if such default involves a hazardous condition, such default is not cured by
Tenant immediately upon written notice to Tenant), or (c) the interest of Tenant
in this Lease is levied on under execution or other legal process, or (d) any
petition is filed by or against Tenant to declare Tenant a bankrupt or to delay,
reduce or modify Tenant's debts or obligations, or (e) any petition is filed or
other action taken to reorganize or modify Tenant's capital structure, if Tenant
be a corporation or other entity, or (f) Tenant is declared insolvent according
to law or if any assignment of Tenant's property is made for the benefit of
creditors, or (g) a receiver or trustee is appointed for Tenant or its property,
or (h) Tenant abandons or vacates the Demised Premises during the term of this
Lease, or (i) Tenant defaults in the payment of rent twice in any 12-month
period, then Lessor may treat the occurrence of any one or more of the foregoing
events as a breach of this Lease, and may, without notice or demand of any kind
to Tenant or any other person, have any one or more of the following described
remedies in addition to any and all other rights and remedies provided at law or
in equity:
A. Lessor may reenter and repossess the Demised Premises without demand
or notice of any kind to Tenant and without terminating this Lease, in which
event Lessor may, but shall be under no obligation to, relet the same for the
account of Tenant for such rent and upon such terms as Lessor shall elect in its
sole discretion. For purposes of any such reletting, Lessor is authorized in
Lessor's sole discretion to make any repairs, changes, alterations, decorations,
improvements, or additions in or to the Demised Premises that Lessor may deem
necessary or convenient. If Lessor shall fail to refuse to relet the Demised
Premises, or if the same are relet and the amount realized from such reletting,
less the Recoverable Costs (as that term is hereinafter defined), is less than
the total amount of rent, Operating Costs and all other sums that would have
become payable under this Lease for the balance of the term hereof, then, at the
election of Lessor, in Lessor's sole discretion, either:
(i) Tenant shall pay to Lessor upon demand from time to time, as damages,
a sum equal to the amount of the rent and other sums payable under this
Lease for the full term of this Lease, without acceleration (or, if the
Demised Premises have been relet, Tenant shall pay to Lessor upon demand
from time to time the amount of any such deficiency), together with the
amount of any and all other Recoverable Costs and other sums of money and
damages owed by Tenant to Lessor. Tenant agrees that Lessor may file suit
to recover any sums falling due under the terms of this Section 13(A)(i)
from time to time, on one or more occasions, without being obligated to
wait until expiration of the term of this Lease, and that no delivery or
recovery of any portion of the sums due Lessor, and no such reletting of
all of any part of the Demised Premises, shall be
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construed as an action on the part of Lessor to terminate this Lease or
waive any provision hereof unless a written notice of termination or
waiver is given to Tenant by Lessor; or
(ii) Lessor may elect to accelerate payment of all amounts payable under
the Lease, which amounts shall become immediately due and payable, together
with the amount of any and all other Recoverable Costs and other sums of
money and damages owed by Tenant to Lessor. If Lessor elects this remedy,
the Base Rent will be reduced to present worth using a discount factor
equal to the discount rate of the Federal Reserve Bank in Minneapolis,
Minnesota at the time of Lessor's election.
The term "Recoverable Costs," as used herein, shall mean the unpaid rent
and other sums due hereunder but unpaid at the time of any reletting, plus
interest thereon at the rate of eighteen percent (18%) per annum or the maximum
rate permitted by law, whichever is less; the costs and expenses of recovering
possession of the Demised Premises and enforcing the terms of this Lease
(including but not limited to reasonable attorneys' fees, costs and
disbursements); the costs and expenses of any and all repairs, changes,
alterations, improvements, decorations and additions performed by or at the
direction of Lessor in connection with any reletting of the Demised Premises;
all other costs and expenses incurred in connection with such reletting,
including but not limited to brokers' fees; and any and all other damages
sustained by Lessor as a result of Tenant's default. Notwithstanding any
reletting without termination, Lessor may at any time thereafter elect to
terminate this Lease for such previous breach.
B. Terminate this Lease and forthwith repossess the Demised Premises and
remove all persons or property therefrom, and be entitled to recover forthwith
as damages a sum of money equal to the total of (i) the Recoverable Costs; (ii)
the balance of the rent and other sums that would have become payable under this
Lease for the remainder of the term hereof, less the rental value of the Demised
Premises for said period, as estimated by Lessor; and (iii) any other sum of
money and damages owed by Tenant to Lessor.
C. If Lessor reenters and repossesses the Demised Premises or if this
Lease is terminated, in addition to all other rights of Lessor, Tenant will
indemnify Lessor against all loss of rents and other damage which Lessor may
incur by reason of such re-entry or termination, including, but not limited to,
costs of repairing the Demised Premises and putting the same in rentable
condition, costs of renting the Demised Premises to another tenant, loss or
diminution of rents and other damage which Lessor may incur by reason of such
termination or re-entry, and all reasonable attorneys' fees and expenses
incurred in connection therewith.
D. No right or remedy will preclude any other right or remedy, no right
or remedy will be exclusive of or dependent upon any other right or remedy, and
each right or remedy may be exercised independently or in combination with any
other.
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14. NOTICES. All bills, statements, notices or communications which
Lessor may desire or be required to give to Tenant shall be deemed sufficiently
given or rendered if in writing and either delivered personally to the Demised
Premises or sent by registered or certified mail, return receipt requested,
addressed to Tenant at the Demised Premises, and the time of rendition thereof
or the giving of such notice or communication shall be deemed to be the time
when the same is personally delivered or deposited in the mail as herein
provided. And notice by Tenant to Lessor must be served by registered or
certified mail, return receipt requested, addressed to Lessor at the address
where the last previous rental hereunder was payable, or in the case of
subsequent change, upon notice given, to the latest address furnished.
15. HOLDING OVER. Tenant covenants that it will vacate the Demised
Premises immediately upon the expiration or sooner termination of this Lease.
If tenant retains possession of the Demised Premises or any part thereof after
the termination of the Lease Term, Tenant shall pay to Lessor rent ("Holdover
Rent") at a rate per month equal to 200% of the monthly rate of Base Rent in
effect under this Lease immediately prior to such holding over, plus 200% of the
estimated Proportionate Share of Operating Costs payment payable under this
Lease for the month immediately preceding the commencement of such holding over,
for the time that Tenant thus remains in possession and, in addition thereto,
shall pay Lessor for all damages, consequential as well as direct, sustained by
reason of Tenant's retention of possession. The provisions of consequential as
well as direct, sustained by reason of Tenant's retention of possession. The
provisions of this Section shall not limit Lessor's rights of re-entry or any
other right hereunder, including without limitation, the right to refuse
Holdover Rent and instead to remove Tenant through summary proceedings for
holding over beyond the expiration of the Lease Term. The acceptance of any
rent after the end of the term shall not establish any tenancy longer than
month-to-month unless otherwise agreed to in writing by Lessor and Tenant.
16. SUBORDINATION. At the request of any mortgagee or ground lessor, the
rights of Tenant under this Lease shall be subject and subordinate to any
mortgage or ground lease that may now or hereafter encumber the Building or the
Project, and Tenant shall execute, acknowledge and deliver such instruments as
may be requested by Lessor to evidence such subordination. Such subordination
is on the condition that Tenant's right of possession of the Demised Premises
pursuant to the terms of this Lease will not be disturbed by the mortgagee or
ground lessor so long as Tenant is not in default under this Lease. If the
interest of Lessor is transferred to any party by reason of foreclosure of a
mortgage or cancellation of a ground lease, or by delivery of a deed in lieu of
foreclosure or cancellation. Tenant will immediately and automatically attorn
to such party. Tenant agrees that upon notification by Lessor or any mortgagee
or ground lessor of the election of a mortgagee or ground lessor to subordinate
its interest in the Demised Premises to this Lease, this Lease will become prior
to the mortgage or ground lease.
17. ESTOPPEL CERTIFICATE. Tenant shall at any time and from time to time,
within ten (10) days after written request by Lessor, execute, acknowledge and
deliver to Lessor and any other parties designated by Lessor a certificate in
such form as may from time to time be
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provided, ratifying this Lease and: (a) stating that this Lease is in full
force and effect and has not been assigned, modified or amended in any way
(or, if there has been any assignment, modification or amendment, identifying
the same); (b) stating the dates of commencement and expiration of the Lease
Term, the date to which the Base Rent and additional rent payable hereunder
have been paid in advance, if any; (c) stating that there are, to Tenant's
knowledge, no uncured defaults on the part of Lessor or any defenses or
offsets against the enforcement of this Lease by Lessor (or specifying each
default, defense or offset if any are claimed); and (d) containing such other
information as may reasonably requested. Any such statement may be furnished
to and relied upon by any prospective purchaser, lessee or encumbrancer of
all or any portion of the Project.
18. BINDING EFFECT. The word "Tenant", wherever used in the Lease, shall
be construed to mean tenants in all cases where there is more than one tenant,
and the necessary grammatical changes required to make the provisions hereof
apply to corporations, partnerships or individuals, men or women, shall in all
cases be assumed as though in each case fully expressed. Each provision hereof
shall extend to and shall , as the case may require, bind and inure to the
benefit of Lessor and Tenant and their respective heirs, legal representatives,
successors and assigns, provided that his Lease shall not inure to the benefit
of any assignee, heir, legal representative, transferee or successor of Tenant
except upon the express written consent or election of Lessor.
19. TRANSFER OF LESSOR'S INTEREST. In the event of any transfer or
transfers of Lessor's interest in the Demised Premises, the building or the
Project, other than a transfer for security purposes only, the transferor shall
be automatically relieved of any and all obligations and liabilities on the part
of Lessor accruing from and after the date of such transfer, including, without
limitation, the obligation of Lessor under Section 27 hereof to return the
security deposit as provided therein following assignment or transfer thereof to
such assignee of Lessor's interest.
20. INTEREST. Any amount due from Tenant to Lessor which is not paid when
due shall bear interest at the lesser of the highest legal rate or eighteen
percent (18%) per annum from the date due until paid; provided, however, the
payment of such interest shall not excuse or cure the default upon which such
interest accrued.
21. EXPENSE OF ENFORCEMENT. In the event that Lessor places the
enforcement of this Lease, or any part hereof, or the collection of any rent due
or to become due hereunder, or recovery of the possession of the Demised
Premises, or any other matter relating to or arising from this Lease or Tenant's
occupancy of the Demised Premises, in the hands of an attorney, or files suit
upon the same, then Tenant shall pay Lessor's reasonable attorney's fees and
court costs if Lessor prevails in such action.
22. ACCESS: CHANGES IN BUILDING FACILITIES; NAME. All portions of the
Building and the Project except the inside surfaces of all walls, windows and
doors bounding the Demised Premises, and any space in or adjacent to the Demised
Premises used for shafts, stacks, pipes,
13
conduits, fan rooms, ducts, electric or other utilities, sinks or other
Building or Project facilities, and the use thereof, as well as access
thereto through the Demised Premises for the purposes of operation,
maintenance, decoration and repair, are reserved to Lessor and Lessor's
agents and designees. Lessor reserves the right, at any time, without
incurring any liability to Tenant therefor, to make such changes in or to the
Building, the Project and the fixtures and equipment thereof, as well as in
or to the street entrances, halls, passages, concourse, elevators,
escalators, stairways and other improvements thereof, as it may deem
necessary or desirable. Lessor may adopt any name for the Building and/or the
Project and Lessor reserves the right to change the name and/or address of
the Building and/or the Project at any time.
23. RIGHT OF LESSOR TO PERFORM. If Tenant shall fail to pay any sum of
money, other than rent, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder, Lessor may, but
shall not be obligated so to do, and without waiving or releasing Tenant from
any ligations of Tenant, make such payment or perform any such other act on
Tenant's part to be made or performed hereunder. Tenant shall, promptly and
upon demand therefore by Lessor, reimburse Lessor for all sums so paid by Lessor
and all necessary incidental costs, together with interest thereon at the rate
specified in Section 20 hereof from the date of such payment by Lessor, and
Lessor shall have the same rights and remedies in the event of the failure by
Tenant to pay such amounts as Lessor would have in the event of a default by
Tenant in the payment of rent.
24. BROKERS. Unless otherwise agreed in writing, if Tenant has dealt with
any person or real estate broker in respect to leasing or renting space in the
Building, excepting the exclusive leasing agent for the Building, Tenant shall
be solely responsible for the payment of any fee due said person or firm and
Tenant shall hold Lessor free and harmless from and against any liability in
respect thereto.
25. MODIFICATIONS FOR LENDER. If, in connection with obtaining financing
for the Building, the Project or any property of which the Demised Premises are
a part, any lender shall request modifications in this Lease as a condition to
such financing. Tenant shall promptly execute any instrument submitted to
Tenant by Lessor containing such modifications; provided, however, that such
modifications do not increase the obligations of Tenant hereunder or materially
adversely affect the leasehold interest hereby created.
26. SECURITY DEPOSIT. Tenant has deposited with Lessor the sum of Three
Thousand Dollars ($3,000.00) as security for the full and faithful performance
of every provision of this Lease to be performed by Tenant. If Tenant defaults
with respect to any provision of this Lease, including, without limitation, the
provisions relating to the payment of rent, the repair of damage to the Demised
Premises and/or cleaning the Demised Premises upon termination of this Lease,
Lessor may use, apply or retain all or any party of this security deposit for
the payment of any rent or other sum in default and any amounts which Lessor may
spend or becomes obligated to spend by reason of Tenant's default to the full
extent permitted by law. If any portion of said deposit is so used, applied or
retained, Tenant shall, within ten (10) days deposit to an amount
14
equal to the Base Rent, plus the monthly amount of estimated Operating Costs
and other charges payable hereunder by Tenant, multiplied by the number of
months worth of Base Rent represented by the initial security deposit, and
Tenant's failure to do so shall be a material default and breach of this
Lease. Lessor shall not be required to keep any security deposit separate
from its general funds, and Tenant shall not be entitled to interest on any
such deposit. If Tenant shall fully and faithfully perform every provision
of this Lease to be performed by it, the security deposit or any balance
thereof shall be returned to Tenant or to the last assignee of Tenant's
interest hereunder at the expiration of the Lease Term.
27. LIMITATION OF LIABILITY. In the event that Lessor is ever adjudged by
any court to be liable to Tenant in damages, Tenant specifically agrees to look
solely to Lessor's interest in the Project for the recovery of any judgment from
Lessor; it being agreed that Lessor, or if Lessor is a partnership, its partners
whether general or limited, or if Lessor is a corporation, its directors,
officers, or shareholders, shall never be personally liable for any such
judgment. The provision contained in the foregoing sentence is not intended to,
and shall not, limit any right that Tenant might otherwise have to obtain
injunctive relief against Lessor or Lessor's successor in interest, or to
maintain any other action not involving the personal liability of Lessor (or if
Lessor is a corporation, any other action not requiring its directors, officers
of shareholder to respond in monetary damages from assets other than Lessor's
interest in the Project), or to maintain any suit or action in connection with
enforcement of collection of amounts which may become owing or payable under or
on account of insurance maintained by Lessor.
28. Substitute Premises. At any time after the execution of this Lease,
Lessor may substitute for the Demised Premises other premises in the Building
(the "New Premises"), in which event the New Premises shall be deemed to be the
Demised Premises for all purposes hereunder; provided, however, that:
A. The net rentable area of the Demised Premises is less than five
thousand (5,000) square feet;
B. The New Premises shall be similar in area and in appropriateness for
Tenant's purposes;
C. Any such substitution is effected for the purpose of accommodating a
tenant that will occupy a portion of the net rentable area of the floor on which
the Demised Premises are located; and
D. If Tenant is occupying the Demised Premises at the time of any such
substitution, Lessor shall pay the expense of moving Tenant, its property and
equipment to the New Premises, and the expenses of improving the New Premises
with improvements substantially similar to those located in the Demised
Premises.
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29. WAIVER OF CLAIMS; ASSUMPTION OF RISK. Each of Lessor and Tenant
hereby releases the other from any and all liability or responsibility to the
other or anyone claiming through or under it by way of subrogation or otherwise
for any loss or damage that may occur to the Demised Premises or any
improvements thereto, or the Building or any improvements thereto, or the
Project or any improvements thereto, or any property of such party therein, by
reason of fire or any other cause which could be insured against under the terms
of standard dire and extended coverage (all-risk) insurance policies, regardless
of cause or origin, including fault or negligence of the other party hereto, or
anyone for whom such party may be responsible. Each party shall cause each
insurance policy obtained by it to provide that the insurer waives all right of
recovery by way of subrogation against either party hereto in connection with
damage covered by insurance. Tenant assumes all risk of loss or damage of
Tenant's property or leasehold improvements within the Demised Premises and the
Project, including any loss or damage caused by water leakage, fire, windstorm,
explosion, theft, act of any other tenant, or other cause. Lessor will not be
liable to Tenant, or its employees, for loss of or damage to any property in or
at the Demised Premises or the Project.
30. ADDITIONAL RENT AMOUNTS. Any amounts in addition to Base Rent payable
to Lessor by Tenant hereunder, including without limitation, amounts payable
pursuant to Sections 5, 6, 7A, 7D, 7F, 8D, 8J, 12, 13, 20, 21, 27 and Exhibit C
and/or Exhibit D hereof, shall be deemed additional rent due and payable upon
demand.
31. INCORPORATION OF EXHIBITS. The following exhibits to this Lease are
hereby incorporated by reference for all purposes as fully as if set forth at
length herein:
Exhibit A Floor Plan of Demised Premises
Exhibit B Legal Description of Land and Project Land
Exhibit C Leasehold Improvement Schedule
Exhibit D Additional Terms and Conditions
Exhibit E Rules and Regulations
Exhibit F Construction Plan
32. FORCE MAJEURE. All of the obligations of Lessor and of Tenant under
this Lease are subject to and shall be postponed for a period equal to any delay
or suspension resulting from fires, strikes, acts of God, and other causes
beyond the control of the party delayed on its performance hereunder, this Lease
ermaining in all other respects in full force and effect and the Lease Term not
thereby extended: provided however, that the unavailability of funds for payment
or performance of Tenant's obligations hereunder shall not give rise to any
postponement or delay in such payment or performance of Tenant's obligations
hereunder.
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33. PROJECT DEFINITION. The terms "Project", as used in this Lease, means
the premises legally described on Exhibit B and any and all buildings,
structures or improvements thereon from time to time and any skyways, tunnels,
concourses or connections attached to or serving said buildings, structures or
improvements, including without limitation any lands, buildings, structures,
skyways, tunnels, concourses or connections not owned by Lessor and any
additions, reductions, deletions, alterations, substitutions or improvements
made thereon or thereto from time to time.
34. GENERAL
A. The submission of this Lease for examination does not constitute the
reservation of or an option for the Demised Premises, and this Lease becomes
effective only upon execution and delivery hereof by Lessor and Tenant.
B. This Lease does not create the relationship of principal and agent or
of partnership, joint venture or any association between Lessor and Tenant, the
sole relationship between Lessor and Tenant being that of lessor and lessee.
C. No waiver of any default of Tenant hereunder shall be implied from any
omission by Lessor to take any action on account of such default. The receipt
by Lessor of any payment or partial payment hereunder with knowledge of a
default in any of the terms, provisions, covenants or conditions of this Lease
to be kept or performed by Tenant shall not be deemed a waiver of such default
or any other default. Lessor shall not be deemed to have waived any provision
of this Lease unless such waiver is expressly set forth in writing in a specific
notice of waiver given by Lessor to Tenant in accordance with the terms of
Section 14 above, and no express waiver shall affect any default other than the
default specified in the express waiver and that only for the time and to the
extent therein stated.
D. No payment by Tenant or receipt by Lessor of a lesser amount than the
monthly rent and other charges herein reserved shall be deemed to be other than
on account of the earliest stipulated rent or other charges, and acceptance of
any partial payment shall not limit Lessor's rights under Section 13 above. No
endorsement or statement on any check or on any letter accompanying any check be
deemed an accord and satisfaction or a modification of any of Tenant's
obligations under this Lease.
E. Each term and each provision of this Lease performable by Tenant shall
be construed to be both a covenant and condition.
F. The topical headings of the several sections and clauses herein are
for convenience only and do not define, limit or construe the contents of such
sections or clauses.
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G. This Lease is the complete agreement between the parties concerning
the leasing of the Demised Premises. There are no oral agreements,
understandings, promises or representations between Lessor and Tenant affecting
this Lease. All negotiations, considerations, representations and
understandings between Lessor and Tenant are merged into and incorporated in
this Lease. Tenant has not been induced to enter this Lease by any
representations or warranties not expressly set forth herein.
H. Without limiting the generality of the foregoing Section 35(G). Owner
has not made any representation, warranty or agreement that any retail tenant,
restaurant tenant or any other tenant will occupy or continue to occupy the
Project or any part thereof, or that the Project or any part thereof will be
used for any particular purpose.
I. This Lease can only be modified or amended by an agreement in writing
signed by the parties hereto. No surrender of the Demised Premises or of the
remainder of the Lease Term shall be valid unless accepted by Lessor in writing
in a specific notice of acceptance of surrender given by Lessor to Tenant in
accordance with the terms of Section 14 above.
J. All provisions hereof shall be binding upon the heirs, successors and
permitted assigns of each party hereto, except as otherwise herein expressly
provided and except that no person or entity holding under or through Tenant in
violation of any provision of this Lease will have any right or interest in this
Lease or the Demised Premises.
K. This Lease will be construed under and governed by the laws of
Minnesota.
L. If any provision of this Lease is illegal or unenforceable, it will be
severable and all other provisions will remain in force as though the severable
provision had never been included.
X. Xxxxxx shall in no event be considered to be in default of Lessor's
obligations under this Lease until the expiration of a reasonable period of time
following receipt by Lessor of written notice from Tenant specifying such
default and given in accordance with the terms of Section 14 above.
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N. The parties hereby waive trial by jury in any action, proceeding or
counterclaim brought by either party against the other on any matter arising
out of or in any way connected with this Lease, the relationship of Lessor
and Tenant or Tenant's use and occupancy of the Demised Premises. Tenant
agrees that any action brought in connection with this Lease shall be
maintained in any court of competent jurisdiction in Hennepin County,
Minnesota.
IN WITNESS WHEREOF, the respective parties hereto have caused this Lease to be
executed as of the day and year first above written.
LESSOR: TENANT:
RIVERPLACE INC. NET RADIO CORPORATION
By: /S/ XXXXXXX XXX By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------- ---------------------------------
Xxxxxxx Xxx
Its Executive Vice President Its Chief Financial Officer
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EXHIBIT B
LEGAL DESCRIPTION OF THE REAL PROPERTY CONSTITUTING THE PROJECT
PARCEL A:
That part of Main Street Southeast, vacated, including any portion thereof
platted as Xxxx 0 xxx 0, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx between Pine, Bay, Main
and Second Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec.
1857), according to the plat thereof on file and of record in the office of the
County Recorder in and for Hennepin County, Minnesota, described as follows:
Commencing at the most Southerly corner of said Lot 9; thence on an assumed
bearing of North 47 degrees 53 minutes 19 seconds East, along the Southeasterly
line of said Lot 9, a distance of 8.00 feet to the actual point of beginning of
the tract of land to be described; thence North 47 degrees 06 minutes 41 seconds
West, a distance of 60.10 feet; thence North 47 degrees 53 minutes 19 seconds
East, a distance of 16.17 feet, more or less, to its intersection with a line
drawn from the Southwest corner of Lot 12, said Block 1 to the Southwest corner
of Lot 3, said Block 1, hereinafter referred to as Line A; thence Southeasterly
along said Line A a distance of 61.19 feet, more or less, to its intersection
with said Southeasterly line of Lot 9; thence South 47 degrees 53 minutes 19
seconds West along said Southeasterly line of Lot 9, a distance of 4.64 feet,
more or less, to the actual point of beginning.
PARCEL B:
That part of Main Street Southeast, vacated, including any portion thereof
platted as Xxxx 0 xxx 0, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx between Pine, Bay, Main
and Second Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec.
1857), according to the plat thereof on file and of record in the office of the
County Recorder in and for Hennepin County, Minnesota, described as follows:
Beginning at the most Southerly corner of said Lot 9; thence on an assumed
bearing of North 47 degrees 53 minutes 19 seconds East, along the Southeasterly
line of said Lot 9, a distance of 8.00 feet; thence North 42 degrees 06 minutes
41 seconds West, a distance of 60.10 feet; thence south 25 degrees 17 minutes 23
seconds East, a distance of 62.18 feet, more or less, to an intersection with a
line drawn parallel with and 10.00 feet Southwesterly of, as measured at a right
angle to, the Southwesterly line of Xxxx 00, 00 xxx 00, xxxx Xxxxx 1; thence
Southeasterly along said parallel line to its intersection with the
Southwesterly extension of the Northwesterly line of Lot 11, said Block 1;
thence Northeasterly along said last described extension a distance of 10.00
feet, more or less, to the Westerly corner of said Lot 11; thence Northwesterly
along the Southwesterly line of said Lot 10, to the point of beginning.
PARCEL C-4 (ADJOINING EXPOSITION HALL ADDITION):
That part of Main Street Southeast, vacated, lying Southwesterly of the
following described Line B; lying Northeasterly of a line drawn parallel with
and 10.00 feet Southwesterly of, as measured at a right angle to, said Line B;
lying Southeasterly of the following described Line C; and lying Northwesterly
of the following described Line D and its southwesterly extension:
Line B:
Beginning at the most Westerly corner of Xxx 00, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx
between Pine, Bay, Main and Second Street, in St. Xxxxxxx Falls as Resurveyed by
R. and X. Xxxx (Dec. 1857); thence Southeasterly along the Southwesterly line of
Lots 11 through 18 inclusive, said Block 1; thence continuing Southeasterly to
the most Westerly corner of Auditor's Subdivision Number Sixty-seven (67),
Hennepin County, Minnesota; thence Southeasterly along the Southwesterly line of
said Auditor's Subdivision Number Sixty-seven (67), Hennepin County, Minnesota,
to the most Southerly corner of said Auditor's Subdivision Number Sixty-seven
(67), Hennepin County, Minnesota, and there terminating; according to the plats
thereof on file and of record in the office of the County Recorder in and for
Hennepin County, Minnesota.
Line C:
The Southwesterly extension across said 10 foot strip of the center line of
vacated Bank Street.
Line D:
Commencing at the point of intersection of the Southwesterly line of Prince
Street and the Northwesterly line of vacated Bank Street; thence Southeasterly
along said Southwestern line of Prince Street and its Southeasterly extension, a
distance of 182.00 feet to the actual point of beginning said Line D; thence
deflecting 72 degrees 12 minutes 30 seconds to the right and running
Southwesterly to an intersection with the Northeasterly line of said Main Street
Southeast (also being the Southwesterly line of said Auditor's Subdivision
Number Sixty-seven (67), Hennepin County, Minnesota), and there terminating.
PARCEL D(ONE MAIN BUILDING):
That part of Xxxx 0, 0, 0 xxx 0, Xxxxx 1, Subdivision of Grounds between Pine,
Bay Main and Second Street, in St. Xxxxxxx Falls
as Resurveyed by R. and X. Xxxx (Dec. 1857), according to the plat thereof on
file and of record in the office of the County Recorder in and for Hennepin
County, Minnesota, described as follows:
Beginning at the most Westerly corner of said Lot 1; thence Northeasterly along
the Northwesterly line of said Lot 1 to the Northeasterly corner of said Lot 1,
thence Southeasterly along the Northeasterly line of said Block 1 a distance of
107.00 feet; thence Southwesterly at a right angle a distance of 62.00 feet;
thence Northwesterly at a right angle a distance of 9.02 feet, more or less, to
the dividing line between said Lots 3 and 4; thence Southwesterly along said
dividing line a distance of 65.33 feet, more or less, to the Southwesterly line
of said Block 1; thence Northwesterly along said Southwesterly line of Block 1
to the actual point of beginning.
PARCEL E(INCLUDES EXPOSITION HALL):
Lots 11 to 26 inclusive, Block 1, and that part of the Northwesterly Half of
vacated Bank Street lying between the extensions across it of the Northeasterly
line of Block 1 and the Southwesterly line of Xxx 00, Xxxxx 0, Xxxxxxxxxxx xx
Xxxxxxx between Pine, Bay, Main and Second Street, in St. Xxxxxxx Falls as
Resurveyed by R. and X. Xxxx (Dec. 1857), according to the plat thereof on file
and of record in the office of the County Recorder in and for said County.
PARCEL F-1:
Lot 3; that part of Lots 4 to 9 inclusive, lying Northeasterly of a line running
from the Southwest corner of Lot 12 to the Southwest corner of said Xxx 0, Xxxxx
0; xxx Xxx 00, Xxxxx 1, Subdivision of Grounds between Pine, Bay, Main and
Second Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec. 1857),
according to the plat thereof on file and of record in the office of the County
Recorder in and for said County.
Except that part of said Lots 3 and 4 lying Northwesterly and Northerly of the
following described line: Beginning at the most Westerly corner of Lot 1, said
Block 1; thence Northeasterly along the Northwesterly line of said Lot 1 to the
Northeasterly corner of said Lot 1; thence southeasterly along the Northeasterly
line of said Block 1 a distance of 107.00 feet to the point of beginning of the
line to be described; thence Southwesterly at a right angle a distance of 62.00
feet; thence Northwesterly at a right angle a distance of 9.02 feet, more or
less, to the dividing line between said Lots 3 and 4, thence Southwesterly along
said dividing line a distance of 65.33 feet, more or less, to the Southwesterly
line of said Block 1, and there terminating.
Also, Xxx 00, Xxxxx 0, Xxxxxxxxxxx xx Xxxxxxx between Pine, Bay, Main and Second
Street, in St. Xxxxxxx Falls as Resurveyed by R. and X. Xxxx (Dec. 1857),
according to the plat thereof on file and of record in the office of the County
Recorder in and for Hennepin County, Minnesota.
PARCEL F-2 (PART OF EXPOSITION HALL):
That part of vacated Main Street Southeast lying Northeasterly of a line drawn
parallel with and 10 feet Southwesterly of the Southwesterly line of Lots 11 to
18, inclusive, Block 1, and its Southeasterly extension and lying between the
extensions across it of the Northwesterly line of said Lot 11 and the center
line of vacated Bank Street.
PARCEL F-3:
That part of vacated Prince Street lying Southwesterly of a line drawn parallel
with and 10 feet Northeasterly of the Northeasterly line of Block 1 and between
the extension across it of the Southeasterly line of Lot 25, said Block 1, and
the extension across it of a line drawn Northeasterly, at a right angle to the
Northeasterly line of said Block 1, from a point on said Northeasterly line
distant 107 feet Southeasterly from the Northeasterly corner of said Block 1.
PARCEL G:
Xxx 0, Xxxxx 0, XXXXXXXXXX XXXX ADDITION, according to the plat thereof on file
and of record in the office of the County Recorder in and for Hennepin County,
Minnesota, except, however, that part thereof included within Condominium Xx.
000, Xx Xxxx, x Xxxxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx.
PARCEL K:
The Southeasterly 1/2 of vacated Bank Street adjoining Auditor's Subdivision
Number Sixty-seven (67) and lying between the extensions across it of the
Southwesterly line of Prince Street and the Northeasterly line of Main Street,
according to the plat thereof on file and of record in the office of the County
Recorder in and for Hennepin County, Minnesota.
PARCEL C (RIVERPLACE ADDITION):
PARCEL C-1 and PARCEL C-2 (INCLUDES EAST BRIDGE BUILDING PARKING AREA):
Tracts A, B, C and D, Registered Land Survey No. 1612, Files of the Registrar of
Titles, Hennepin County, Minnesota; and that part of Xxxx 0 xxx 0, Xxxxx 0,
Xxxxxxxxxx, lying below a plane surface elevation of 823.35 feet, N.G.V.D. -
1929 Datum, according to the plat thereof on file or of record in the office of
the Registrar of Titles in and for Hennepin County, Xxxxxxxxx.
XXXXXX X-0 (XXXX XXXXXX XXXXXXXX):
Xxx 0, Xxxxx 0, XXXXXXXXXX, according to the plat thereof on file and of record
in the office of the Registrar of Titles in and for Hennepin County, Minnesota;
together with Tracts A and B, Registered Land Survey No. 1612.
EXHIBIT C
LEASEHOLD IMPROVEMENT SCHEDULE
1. LEASEHOLD IMPROVEMENTS. Lessor shall at its sole cost and expense cause to
be constructed upon the demised premises leasehold improvements based on the
attached plan contained in Exhibit F. If the total cost of construction exceeds
twenty five thousand dollars ($25,000.00), Tenant shall pay the difference to
Lessor upon demand as additional rent hereunder, with a 6% annual interest rate
charged on the construction costs over $25,000.00.
EXHIBIT D
ADDITIONAL TERMS AND CONDITIONS
PREPAID RENT. Tenant shall pay the first and last months' base rent
and estimated operating expenses upon lease execution.
BASE RENT. The Base Rent during the Term of this lease shall be as
follows:
07/01/96 to 10/31/96 $6.12 per rentable square foot per year
11/01/96 to 10/31/97 $6.62 per rentable square foot per year
11/01/97 to 10/31/99 $7.12 per rentable square foot per year
EXHIBIT E
RULES AND REGULATIONS
1. The sidewalk, entry passages, elevators, fire escapes and common
stairways of the Building shall not be obstructed by the TENANT OR USED BY THE
tenant for any other purpose other than for ingress and egress to and from the
Leased Premises. TENANT shall not place or allow to be placed in the Building
corridors or public stairways any waste paper, dust, garbage, refuse or anything
whatever that would tend to make them unclean or tidy.
2. The skylights, atrium walls and windows of the Building shall not be
covered or obstructed by the TENANT, and no awnings shall be put up, without the
prior written consent of LESSOR.
3. The water closets and other water apparatus shall not be used for any
purpose other than those for which they were constructed, and no sweepings,
rubbish, rags, ashes or other substances shall be thrown therein. Any damage
resulting by such misuse by the TENANT or TENANT'S agents, servants, or
employees shall be borne by the TENANT. TENANT shall not let the water run
unless in actual use, nor shall TENANT deface any part of the Building.
4. TENANT shall not do or permit anything to be done in the Leased
Premises or bring to keep anything therein which will in any way increase the
risk of fire, or obstruct or interfere with the rights of other tenants, or
violate or act at variance with the laws relating to fires or with the
regulations of the Fire Department or the Board of Health.
5. TENANTS, its employees, agents or servants, shall not make or commit
any improper noises in the Building, lounge about doors or corridors or
interfere in any way with other tenants or those having business with them.
6. Nothing shall be thrown by the TENANT, its employees, agents or
servants, out of windows or doors, or down the passages, elevator shifts or
skylights of the Building.
7. No birds or animals shall be kept in or about the Leased Premises nor
shall the TENANT operate or permit to be operated any musical or sound producing
instrument or device inside or outside the Leased Premises which may be heard
outside the Leased Premises.
8. TENANT shall not use the Leased Premises for sleeping apartments or
residential purposes, or for the storage of personal effects or articles other
than required for business purposes.
9. LESSOR shall have the right:
(a) To require all persons entering or leaving the Building during such
hours as LESSOR may reasonably determine, to identify themselves to a watchman
by registration or otherwise to establish their right to enter or leave; and
(b) To exclude or expel any peddler or beggar at any time from the Leased
Premises or the Building; and
(c) To institute, at LESSOR'S option, a system whereby access to the
Building, during such hours as LESSOR may reasonably determine, is only
available by means of an identity card which may contain a photograph of the
bearer, and if LESSOR institutes such system LESSOR shall make such cards
available and the TENANT shall pay LESSOR the cost of such cards and
photographs.
10. TENANT shall observe strict care not to allow its windows to remain
open so as to admit rain or snow, or so as to interfere with the heating of the
Building. Any injury or damage caused to the Building or its appointments,
furnishings, heating and other appliances or to any other tenant or to the
premises occupied by any other tenant, by reason of windows being left open so
as to admit rain or snow or by interference with or neglect of the heating
appliances or by reason of any other misconduct or neglect upon the part of the
TENANT or any other person or servant subject to it, shall be made good by the
TENANT.
11. It shall be the duty of the TENANT to assist and cooperate with Lessor
in preventing injury to the Leased Premises.
12. No inflammable oils or other inflammable, dangerous or explosive
materials shall be kept or permitted to be kept in the Leased Premises. Nothing
shall be placed on the outside of window xxxxx or projections.
13. Furniture, effects and supplies shall not be taken into or removed
from the Building, except as such time and in such manner as may be previously
approved by LESSOR, which approval shall include permission to use entrances,
doorways and elevators at certain times for such purposes, and upon such terms
(including payment of any usual charges for the use of elevators) as LESSOR
shall impose.
14. No bicycles or other vehicles shall be brought within the building
except in the parking garage, and then only in compliance with the rules and
regulations as established and enforced from time to time for the use of said
parking garage.
15. Business machines, filing cabinets, heavy merchandise or other
articles liable to overload, injure or destroy any party of the Building shall
not be taken into it without the prior written consent of LESSOR and LESSOR
shall in all cases retain the right to prescribe the weight and proper position
of all such articles and the times and routes for moving them into or out of the
building; the cost of repairing any damage done to the Building by such moving
or by keeping any such articles on the Leased Premises shall be paid by the
TENANT.
16. The TENANT shall not change any locks nor place any additional lock
upon any door of the Leased Premises without the prior written consent of the
LESSOR. The TENANT shall be responsible for all locks and all keys to such
locks and shall return all keys to LESSOR upon termination of the Lease.
17. The TENANT shall give LESSOR prompt notice of any accident to or any
defect in the plumbing, heating, air conditioning, mechanical or electrical
apparatus or any other part of the Building.
18. The parking of vehicles in the parking garage in the Building shall be
subject to the usual charges and reasonable regulations of LESSOR.
19. The TENANT shall not xxxx, paint, drill into or in any way deface the
walls, ceilings, partitions, floors or other parts of the Leased Premises or the
Building except with the prior written consent of LESSOR and as it may direct.
20. LESSOR may regulate, and the TENANT agrees to comply with LESSOR'S
instructions and regulations from time to time, with respect to whether or not
and at what times the windows, drapes and blinds shall be open or closed.
21. The TENANT shall at the end of each business day leave the Leased
Premises in a reasonable tidy condition for the purpose of allowing the
performance of LESSOR'S cleaning services.
22. If TENANT, elects to have contract parking, LESSOR will not guarantee
the availability of unreserved parking spaces after normal working hours.
23. LESSOR shall have the right to make such other and further reasonable
rules and regulations as in its judgment may from time to time be needed for the
safety, care, cleanliness and appearance of the Leased Premises or the Building,
and for the preservation of good order therein, and the same shall be kept and
observed by the TENANT, its employees, agents and servants.
24. The TENANT agrees to abide by the foregoing RULES AND REGULATIONS,
which are hereby made a part of this Lease.
