COMMERCIAL LEASE
THIS AGREEMENT, made this 14th day of May, 1993 by and between the Xxxxxxx
Xxxxxxxxxx XXX Trust, as Landlord, and Vital Images, Inc., as Tenant:
WITNESSETH: That the said Landlord does hereby demise and lease to Tenant
and Tenant does hereby hire for Landlord the following described premises:
The South Eighty-two (82) feet of Lots Nine (9) and Ten (10) in Block
Eighteen (18), Henn, Williams, and Company's Addition to the City of
Fairfield, Jefferson County, Iowa (located at 000 Xxxxx Xxxxxx Xxxxxx).
TENANT WILL BE LEASING THE ENTIRE BUILDING.
together with all appurtenances thereto and with easements of ingress and
egress necessary and adequate for the conduct of Tenant's business as
hereinafter described, for the term of FORTY-EIGHT (48) months, running and
including the 1ST day of JUNE, 1993, for the use in Tenant's regular business
of computer software development and marketing or in any other legitimate
business, subject to the terms and conditions of this lease.
AMOUNT OF RENTAL Tenant covenants to pay Landlord at Landlord's address at
000 Xxxxx 'X' Xxxxxx, Xxxxxxxxx, Xxxx 00000, or such other place as Landlord
shall designate in writing as rent for said premises, the sum of $5,695 per
month, payable in advance commencing on JUNE 1, 1993. Commencing on JANUARY
1, 1994, Tenant shall pay $5,945 per month, payable in advance. Commencing on
JUNE 1, 1994, Tenant shall pay $6,195 for remainder of lease period.
COST OF LIVING ADJUSTMENT The aforementioned rent shall increase at 7
percent per lease period at the time of renewal if Tenant exercises option to
renew lease.
OPTION OF RENEWAL Tenant shall have the option to extend this lease for one
lease period (four years) by giving Landlord written notice of this option to
extend 60 days prior to the termination of any lease period.
SECURITY DEPOSIT A security deposit of $1,500 shall be held by the Landlord
as security against rent due, damage, failure to fulfill rental obligations,
and abandonment by Tenant, and the excess will be returned within 14 days
after tenant terminates their tenancy, moves out, and demands its return.
In addition to the above, Landlord and Tenant mutually covenant and
agree as follows:
TENANT'S MAINTENANCE AND REPAIR OF PREMISES Except as hereinafter provided,
Tenant shall maintain and keep the interior of the premises in good repair,
free of refuse and rubbish, and be responsible for all janitorial services,
including trash removal, and shall return the same at the expiration or
termination of this lease in as good condition as received by Tenant,
ordinary wear and tear excepted. LANDLORD REQUIRES TENANT TO USE CHAIR MATS
WITH ALL DESK CHAIRS. Tenant is required to turn lights off after business
hours with the exception of necessary
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security lights. If alterations, additions, and/or installations have been
made by Tenant as provided for in this lease, Tenant shall not be required to
restore the premises to the condition in which they were prior to such
alterations, additions, and/or installations except as hereinafter provided.
TENANT SHALL KEEP SIDEWALKS AND STEPS FREE OF SNOW AND ICE FOR SAFE USAGE FOR
TENANT'S PERSONNEL, GUESTS, AND CUSTOMERS.
TENANT'S ALTERATIONS, ADDITIONS, INSTALLATIONS, AND REMOVAL THEREOF Tenant
may, at its own expense, either at the commencement of or during the term of
this lease, make such alterations in and/or additions to the leased premises
including alterations as may be necessary to fit the same for its business,
only upon first obtaining the written approval of Landlord as to the
additions and/or alterations as well as the materials to be used and the
manner of making such alterations and/or additions. Landlord has the right to
withhold approval, without cause, of alterations and/or additions proposed to
be made by Tenant.
All alterations, additions, or installations shall become the property
of Landlord without liability on Landlord's part to pay for the same,
excluding equipment.
LANDLORD'S MAINTENANCE AND REPAIR OF PREMISES Landlord shall, without
expense to Tenant, maintain and make all necessary repairs to the
foundations, load bearing walls, furnace, water heater, air conditioner,
roof, gutter, downspouts, water mains, gas and sewer lines, sidewalks, and
parking lot, on or appurtenant to the leased premises, upon Landlord
reasonably determining the necessity therefore.
UTILITIES Tenant shall pay all charges for water, gas and electricity, and
all other utilities consumed by Tenant upon the leased premises.
PARKING The tenants in the top two floors are assigned the parking area on
the west side of the building only. The tenants in the ground floor are
assigned the parking on the south side of the building only.
OBSERVANCE OF LAWS Tenant shall duly obey and comply with all public laws,
ordinances, rules or regulations related to the use of the leased premises,
and shall maintain its business in such a manner as will increase insurance
rates of Landlord on premises.
DAMAGE BY FIRE, ETC. DAMAGE REPAIRABLE WITHIN ONE HUNDRED EIGHTY (180) DAYS.
In the event the said premises shall be damaged by fire, storm, water, or
other unavoidable cause to an extent repairable in the reasonable judgment of
Landlord within one hundred eighty (180) days from the date of such damage,
Landlord shall forthwith proceed to repair such damage. During the period of
repair, Tenant's rent shall xxxxx in whole or in part depending upon the use
of said premises for the normal purposes of Tenant's business. In the event
that Landlord shall fail to promptly commence repair of such damage, or
having commenced the same shall fail to prosecute such repair to completion
with due diligence after notice from Tenant, Tenant may at Tenant's
option upon fifteen (15) days written notice to Landlord, make or complete
such repair and deduct
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the cost thereof from the next ensuing installment or installments of rent
payable under this lease.
DAMAGE NOT REPAIRABLE WITHIN ONE HUNDRED EIGHTY (180) DAYS. In the event
the said premises shall be damaged by fire, storm, water, or other
unavoidable cause, to an extent not reasonably repairable within one hundred
eighty (180) days from the date of such damage in the judgment of the
Landlord this lease shall terminate as of the date of such damage.
SIDEWALK ENCUMBRANCES Tenant shall neither encumber nor obstruct the
sidewalk in front of, or any entrance to, the building on the leased premises.
SIGNS Tenant shall have the right to erect, affix, or display such sign or
sign advertising the business as Tenant may consider necessary or desirable,
SUBJECT TO APPROVAL BY LANDLORD, and that same is in conformity with other
signs of tenants of neighboring property, subject to all applicable municipal
ordinances and regulations with respect thereto.
TERMINATION BY REASON OF DEFAULT In the event that either of the parties
hereto shall fail to perform any covenant required to be performed by such
party under the terms and provisions of this lease, including Tenant's
covenant to pay rent, and such failure shall continue unremedied or
uncorrected for a period of fifteen (15) days after the service of written
notice upon such party by the other party hereto, specifying such failure,
this lease may be terminated, at the option of the party serving such notice,
at the expiration of such period of fifteen (15) days; provided, however,
that such termination shall not relieve the party so failing from liability
to the other party for such damages as may be suffered by reason of such
failure.
CONDEMNATION In the event that the leased premises shall be taken for public
use by the city, state, federal government, public authority or other
corporation having the power of eminent domain, then this lease shall
terminate as of the date on which possession thereof shall be taken for such
public use, or, at the option of the Tenant, as of the date on which the
premises shall become unsuitable for Tenant's regular business by reason of
such taking. If only a part of the lease premises shall be taken and Tenant
shall remain a tenant of the building, the rent shall be abated
proportionately.
ASSIGNMENT Tenant may not assign this lease or sublet the premises or any
part thereof without the written consent of Landlord which shall not be
unreasonably withheld. If any assignment or sublease is made by Tenant with
Landlord's consent, Tenant shall remain liable as surety under the terms
hereof notwithstanding such assignment or sublease. Landlord has granted
consent to allow Tenant to sublease the ground floor of the building for the
initial year of the lease or part thereof. Sublease may be to any one or more
persons. Landlord shall be permitted to assign this lease.
TAXES Landlord shall pay all taxes, assessments, and charges which shall be
assessed and levied upon the leased premises or any part thereof during the
said term as they become due.
COMMERCIAL LEASE
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TENANT'S LIABILITY INSURANCE During the term of this lease, Tenant at his
own expense shall carry public liability insurance reasonably sufficient to
protect Tenant from liability.
DISPUTE BY ARBITRATION With the exception of actions seeking injunctive
relief which may also be brought in any court of competent jurisdiction, any
disputes hereunder shall be settled by arbitration in Fairfield, Iowa in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment thereon may be entered in any court of competent
jurisdiction.
LANDLORD'S RIGHT TO ENTER PREMISES Tenant shall permit Landlord and
Landlord's agents to enter at all reasonable times to view the state and
condition of the premises or to make such alterations or repairs therein as
may be necessary for the safety and preservation thereof, or for any other
reasonable purposes. Tenant shall also permit Landlord or Landlord's agents,
on or after sixty (60) days next preceding the expiration of the term of this
lease, to show the premises to prospective tenants at reasonable times, and
to place notices on the front of said premises, or on any part thereof,
offering the premises for lease or for sale.
TERMINATION OF LEASE Signing of this lease terminates any previous lease
between Landlord and Tenant as of June 1, 1993.
QUIET ENJOYMENT Upon the Tenant performing its obligations under this lease,
Tenant shall peaceably hold and enjoy the determined premises for the term of
this lease free from molestation, eviction, or disturbance by the Landlord.
ATTORNMENT AGREEMENT If any mortgages presently exist on the property,
Landlord will obtain an attornment agreement from the mortgagee within 45
days whereby the mortgagee agrees to recognize this lease if it succeeds to
possession of the property. Tenant will have the right to record a short form
of the lease if Tenant deems it necessary to protect its lease as against
failed mortgages.
AND IT IS MUTUALLY UNDERSTOOD AND AGREED that the covenants and agreement
herein contained shall inure to the benefit of and be equally binding upon
the respective executors, administrators, heirs, successors and assigns of
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this lease the day and
year first above written.
TENANT LANDLORD
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VITAL IMAGES, INC.
/s/ XXXXXXXXX XXXXXXX /s/ XXXXXXX X. XXXXXXXXXX
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AUTHORIZED OFFICER WITH POWER AND XXXXXXX X. XXXXXXXXXX
AUTHORITY TO BIND ABOVE COMPANY
COMMERCIAL LEASE
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