EXHIBIT 10.3
OFFICE/WAREHOUSE LEASE
THIS INDENTURE of lease, dated this 10th day of April 1997, by and between
Round Lake LLC hereinafter referred to as "Lessor", and Medwave, Inc., a
Minnesota corporation hereinafter referred to as "Lessee".
DEFINITIONS:
"Premises"--That certain real property located in the City of Arden Hills,
County of Xxxxxx and State of Minnesota and legally described on Exhibit "A"
attached hereto and made a part hereof, including all buildings and site
improvements located thereon.
"Building"--That certain office/warehouse building containing
approximately 74,265 square feet located upon the Premises and commonly
described as 0000-0000 Xxxxx Xxxx Xxxx Xxxx, Xxxxx Xxxxx, XX (Round Lake
Business Center)
"Demised Premises"--That certain portion of the Building located at
0000-00 Xxxxx Xxxx Xxxx Xxxx and designated as Bays 5 through 6, consisting
of approximately 5,964 square feet (2,400 square feet of office space and
3,564 square feet of warehouse space), as measured from the outside walls of
the Demised Premises to the center of the partition wall. The Demised
Premises include a non-exclusive easement for access to common areas, as
hereinafter defined, and all licenses and easements appurtenant to the
Demised Premises.
"Common Areas"--The term "common area" means the entire areas to be used
for the non-exclusive use by Lessee and other lessees in the Building,
including, but not limited to, corridors, lavatories, driveways, truck docks,
parking lots and landscaped areas. Subject to reasonable rules and
regulations promulgated by Lessor, the common areas are hereby made available
to Lessee and its employees, agents, customers, and invitees for reasonable
use in common with other lessees, their employees, agents, customers and
invitees.
WITNESSETH:
TERM:
1. For and in consideration of the rents, additional rents, terms,
provisions and covenants herein contained, Lessor hereby lets, leases and
demises to Lessee the Demised Premises for the term of 36 months commencing
on the first day of June, 1997 (sometimes called "the Commencement Date") and
expiring the last day of May, 2000 (sometimes called "Expiration Date"),
unless sooner terminated as hereinafter provided.
BASE RENT:
2. Lessor reserves and Lessee shall pay Lessor, a total rental of One
Hundred Thousand Three Hundred Sixty Eight Dollars ($100,368.00), payable in
advance, in equal monthly installments of Two Thousand Seven Hundred Eighty
Eight Dollars ($2,788.00), commencing on the Commencement Date and continuing
on the first day of each and every month thereafter for the next succeeding
months during the balance of the term (sometimes called "Base Rent"). In the
event the Commencement Date falls on a date other than the first of a month
the rental for that month shall be prorated and adjusted accordingly.
ADDITIONAL RENT:
3. Lessee shall pay to Lessor throughout the term of this Lease the
following:
a. Lessee shall pay a sum equal to eight & 03/100 percent (8.03%) of the
Real Estate taxes. The term "Real Estate Taxes" shall mean all real estate
taxes, all assessments and any taxes in lieu thereof which may be levied upon
or assessed against the Premises of which the Demised Premises are a part.
Lessee, in addition to all other payments to Lessor by Lessee required
hereunder shall pay to Lessor, in each year during the term of this Lease
and any extension or renewal thereof, Lessee's proportionate share of such
real estate taxes and assessments paid in the first instance by Lessor.
Any tax year commencing during any lease year shall be deemed to
correspond to such lease year. In the event the taxing authorities include in
such real estate taxes and assessments the value of any improvements made by
Lessee, or of machinery, equipment, fixtures, inventory or other personal
property or assets of Lessee, then Lessee shall pay all the taxes
attributable to such items in addition to its proportionate share of said
aforementioned real estate taxes and assessments. A photostatic copy of the
tax statement submitted by Lessor to Lessee shall be sufficient evidence of
the amount of taxes and assessments assessed or levied against the Premises
of which the Demised Premises are a part.
b. A sum equal to eight & 03/100 percent (8.03%) of the annual aggregate
operating expenses incurred by Lessor in the operation, maintenance and
repair of the Premises. The term "Operating Expenses" shall include but not
be limited to maintenance, repair, replacement and care of all common area
lighting, common area plumbing and roofs, parking and landscaped areas,
signs, snow removal, non-structural repair and maintenance of the exterior of
the Building, insurance premiums, management fee, wages and fringe benefits
of personnel employed for such work, costs of equipment purchased and used
for such purposes, and the cost or portion thereof properly allocable to the
Premises (amortized over such reasonable period as lessor shall determine
together with the interest at the rate of 12% per annum on the unamortized
balance) of any capital improvements made to the Building by Lessor after the
Base Year which result in a reduction of Operating Expenses or made to the
Building by Lessor after the date of this Lease that are required under any
governmental law or regulation that was not applicable to the Building at the
time it was constructed.
c. In no event shall the total adjusted monthly rent be less than Two
Thousand Seven Hundred Eighty Eight----Dollars ($2788.00) per month during the
term of this Lease.
The payment of the sums set forth in this Article 3 shall be in addition
to the Base Rent payable pursuant to Article 2 of this Lease. All sums due
hereunder shall be due and payable within thirty (30) days of delivery of
written certification by Lessor setting forth the computation of the amount
due from Lessee. In the event the lease term shall begin or expire at any
time during the calendar year, the Lessee shall be responsible for his pro-
rata share of Additional Rent under subdivisions a. and b. during the Lease
and/or occupancy time.
Prior to commencement of this Lease, and prior to the commencement of each
calendar year thereafter commencing during the term of this Lease or any
renewal or extension thereof, Lessor may estimate for each calendar year (i)
the total amount of Real Estate Taxes; (ii) the total amount of Operating
Expenses; (iii) Lessee's share of Real Estate Taxes for such calendar year;
(iv) Lessee's share of Operating Expenses for such calendar year; and (v) the
computation of the annual and monthly rental payable during such calendar
year as a result of increases or decreases in Lessee's share of Real Estate
Taxes, and Operating Expenses. Said estimates will be in writing and will be
delivered or mailed to Lessee.
The amount of Lessee's share of Real Estate Taxes, and Operating Expenses
for each calendar year, so estimated, shall be payable as Additional Rent, in
equal monthly installments, in advance, on the first day of each month during
such calendar year at the option of Lessor. In the event that such estimate
is delivered to Lessee before the first day of January of such calendar year,
said amount, so estimated, shall be payable as additional rent in equal
monthly installments, in advance, on the first day of each month during such
calendar year. In the event that such estimate is delivered to Lessee after
the first day of January of such calendar year, said amount, so estimated,
shall be payable as additional rent in equal monthly installments, in
advance, on the first day of each month over the balance of such calendar
year, with the number of installments being equal to the number of full
calendar months remaining in such calendar year.
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Upon completion of each calendar year during the term of this Lease or any
renewal or extension thereof, Lessor shall cause its accountants to determine
the actual amount of the Real Estate Taxes, and Operating Expenses payable in
such calendar year and Lessee's share thereof and deliver a written
certification of the amounts thereof to Lessee. If Lessee has underpaid its
share of Real Estate Taxes, or Operating Expenses for such calendar year, Lessee
shall pay the balance of its share of same within ten (10) days after the
receipt of such statement. If Lessee has overpaid its share of Real Estate
Taxes, or Operating Expenses for such calendar year, Lessor shall either (i)
refund such excess, or (ii) credit such excess against the most current monthly
installment or installments due Lessor for its estimate of Lessee's share of
Real Estate Taxes, and Operating Expenses for the next following calendar year.
A prorata adjustment shall be made for a fractional calendar year occurring
during the term of this Lease or any renewal or extension thereof based upon the
number of days of the term of the Lease during said calendar year as compared to
three hundred sixty-five (365) days and all additional sums payable by Lessee or
credits due Lessee as a result of the provisions of this Article 3 shall be
adjusted accordingly.
COVENANT TO PAY RENT:
4. The covenants of Lessee to pay the Base Rent and the Additional Rent
are each independent of any other covenant, condition, provision or agreement
contained in this Lease. All rents are payable to Lessor at The Remada Company,
0000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxx, XX 00000.
UTILITIES:
5. Lessor shall provide mains and conduits to supply water, gas,
electricity and sanitary sewage to the Premises. Lessee shall pay, when due,
all charges for sewer usage or rental, garbage disposal, refuse removal, water,
electricity, gas, fuel oil, L.P. gas, telephone and/or other utility services or
energy source furnished to the Demised Premises during the term of this Lease,
or any renewal or extension thereof. If Lessor elects to furnish any of the
foregoing utility services or other services furnished or caused to be furnished
to Lessee, then the rate charged by Lessor shall not exceed the rate Lessee
would be required to pay to a utility company or service company furnishing any
of the foregoing utilities or services. The charges thereof shall be deemed
additional rent in accordance with Article 3.
CARE AND REPAIR OF DEMISED PREMISES:
6. Lessee shall, at all times throughout the term of this Lease, including
renewals and extension, and at its sole expense, keep and maintain the Demised
Premises in a clean, safe, sanitary and first class condition and in compliance
with all applicable laws, codes, ordinances, rules and regulations. Lessee's
obligations hereunder shall include but not be limited to the maintenance,
repair and replacement, if necessary, of heating, air conditioning fixtures,
equipment, and systems, all 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 Lessee shall be equal in quality and
class to the original work. The Lessee shall keep and maintain all portions of
the Demised 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 Lessee fails, refuses or neglects to maintain or repair the Demised
Premises as required in this Lease after notice shall have been given Lessee, in
accordance with Article 33 of this Lease, Lessor may make such repairs without
liability to Lessee for any loss or damage that may accrue to Lessee's
merchandise, fixtures or other property or to Lessee's business by reason
thereof, and upon completion thereof, Lessee shall pay to Lessor all costs plus
15% for overhead incurred by Lessor in making such repairs upon presentation to
Lessee of xxxx therefor.
Lessor shall repair, at its expense, the structural portions of the
Building, provided however where structural repairs are required to be made by
reason of the acts of Lessee, the costs thereof shall be borne by Lessee and
payable by Lessee to Lessor upon demand.
The Lessor shall be responsible for all outside maintenance of the Demised
Premises, including grounds and parking areas. All such maintenance which is
the responsibility of the Lessor shall be provided as reasonably necessary to
the comfortable use and occupancy of Demised Premises during business hours,
except Saturdays, Sundays and holidays, upon the condition that the Lessor shall
not be liable for damages for failure to do so due to causes beyond its control.
SIGNS:
7. Any sign, lettering, picture, notice or advertisement installed on or
in any part of the Premises and visible from the exterior of the Building, or
visible from the exterior of the Demised Premises, shall be approved by Lessor
and installed at Lessee's expense. In the event of a violation of the foregoing
by Lessee, Lessor may remove the same without any liability and may charge the
expense incurred by such removal to Lessee.
ALTERATIONS, INSTALLATION, FIXTURES:
8. Except as hereinafter provided, Lessee shall not make any alteration,
additions, or improvements in or to the Demised Premises or add, disturb or in
any way change any plumbing or wiring therein without the prior written consent
of the Lessor. In the event alterations are required by any governmental agency
by reason of the use and occupancy of the Demised Premises by Lessee, Lessee
shall make such alterations at its own cost and expense after first obtaining
Lessor's approval of plans and specifications therefor and furnishing such
indemnification as Lessor may reasonably require against liens, costs, damages
and expenses arising out of such alterations. Alterations or additions by
Lessee must be built in compliance with all laws, ordinances and governmental
regulations affecting the Premises and Lessee shall warrant to Lessor that all
such alterations, additions, or improvements shall be in strict compliance with
all relevant laws, ordinances, governmental regulations, and insurance
requirements. Construction of such alterations or additions shall commence only
upon Lessee obtaining and exhibiting to Lessor the requisite approvals, licenses
and permits and indemnification against liens. All alterations, installations,
physical additions or improvements to the Demised Premises made by Lessee shall
at once become the property of Lessor and shall be surrendered to Lessor upon
the termination of this Lease; provided, however, this clause shall not apply to
movable equipment or furniture owned by Lessee which may be removed by Lessee at
the end of the term of this Lease if Lessee is not then in default.
POSSESSION:
9. Except as hereinafter provided Lessor shall deliver possession of the
Demised Premises to Lessee in the condition required by this Lease on or before
the Commencement Date, but delivery of possession prior to or later than such
Commencement Date shall not affect the expiration date of this Lease. The
rentals herein reserved shall commence on the date when possession of the
Demised Premises is delivered by Lessor to Lessee. Any occupancy by Lessee
prior to the beginning of the term shall in all respects be the same as that of
a Lessee under this Lease. Lessor shall have no responsibility or liability for
loss or damage to fixtures, facilities or equipment installed or left on the
Demised Premises. If Demised Premises are not ready for occupancy by
Commencement Date and possession is later than Commencement Date, rent shall
begin on date of possession.
SECURITY AND DAMAGE DEPOSIT:
10. Lessee contemporaneously with the execution of this Lease, has
deposited with Lessor the sum of Four Thousand One Hundred Seventy Four and
63/100----- Dollars ($4174.63), receipt of which is acknowledged hereby by
Lessor, which deposit is to be held by Lessor, without liability for interest,
as a security and damage deposit for the faithful performance by Lessee during
the term hereof or any extension hereof. Prior to the time when Lessee shall be
entitled to the return of this security deposit, Lessor may commingle such
deposit with Lessor's own funds and to use such security deposit for such
purpose as Lessor may determine. In the event of the failure of Lessee to keep
and perform any of the terms, covenants and conditions of this Lease to be kept
and performed by Lessee during the term hereof or any extension hereof, then
Lessor, either with or without terminating this Lease, may (but shall not be
required to) apply such portion of said deposit as may be necessary to
compensate or repay Lessor for all losses or damages sustained or to be
sustained by Lessor due to such breach on the part of Lessee, including, but not
limited to overdue and unpaid rent, any other sum payable by Lessee to Lessor
pursuant to the provisions of this Lease, damages or deficiencies in the
reletting of Demised Premises, and reasonable attorney's fees incurred by
Lessor. Should the entire deposit or any portion thereof, be appropriated and
applied by Lessor, in accordance with the provisions of this paragraph, Lessee
upon written demand by Lessor, shall remit forthwith to Lessor a sufficient
amount of cash to restore said security deposit to the original sum deposited,
and Lessee's failure to do so within five (5) days after receipt of such demand
shall constitute a breach of this Lease. Said security deposit shall be
returned to Lessee, less any depletion thereof as the result of the provisions
of this paragraph, at the end of the term of this Lease or any renewal thereof,
or upon the earlier termination of this Lease. Lessee shall have no right to
anticipate return of said deposit by withholding any amount required to be paid
pursuant to the provision of this Lease or otherwise.
In the event Lessor shall sell the Premises, or shall otherwise convey or
dispose of its interest in this Lease, Lessor may assign said security deposit
or any balance thereof to Lessor's assignee, whereupon Lessor shall be released
from all liability for the return or repayment of such security deposit and
Lessee shall look solely to the said assignee for the return and repayment of
said security deposit. Said security deposit shall not be assigned or
encumbered by Lessee without such consent of Lessor, and any assignment or
encumbrance without such consent shall not bind Lessor. In the event of any
rightful and permitted assignment or this Lease by Lessee, said security deposit
shall be deemed to be held by Lessor as a deposit made by the assignee, and
Lessor shall have no further liability with respect to the return of said
security deposit to the Lessee.
USE:
11. The Demised Premises shall be used and occupied by Lessee solely for
the purposes of engineering, light assembly, storage and office functions so
long as such use is in compliance with all applicable laws, ordinances
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and governmental regulations affecting the Building and Premises. The
Demised Premises shall not be used in such manner that, in accordance with
any requirement of law or of any public authority, Lessor shall be obliged on
account of the purpose or manner of said use to make any addition or
alteration to or in the Building. The Demised Premises shall not be used in
any manner which will increase the rates required to be paid for public
liability or for fire and extended coverage insurance covering the Premises.
Lessee shall occupy the Demised Premises conduct its business and control its
agents, employees, invitees and visitors in such a way as is lawful, and
reputable and will not permit or create any nuisance, noise, odor, or
otherwise interfere with, annoy or disturb any other Lessee in the Building
in its normal business operations or Lessor in its management of the
Building. Lessee's use of the Demised Premises shall conform to all the
Lessor's rules and regulations relating to the use of the Premises. Outside
storage on the Premises of any type of equipment, property or materials owned
or used on the Premises by Lessee or its customers and suppliers shall not be
permitted.
ACCESS TO DEMISED PREMISES:
12. The Lessee agrees to permit the Lessor and the authorized
representatives of the Lessor to enter the Demised Premises at all times
during usual business hours for the purpose of inspecting the same and making
any necessary repairs to the Demised Premises and performing any work therein
that may be necessary to comply with any laws, ordinances, rules, regulations
or requirements of any public authority or of the Board of Fire Underwriters
or any similar body or that the Lessor may deem necessary to prevent waste or
deterioration in connection with the Demised Premises. Nothing herein shall
imply any duty upon the part of the Lessor to do any such work which, under
any provision of this Lease, the Lessee may be required to perform and the
performance thereof by the Lessor shall not constitute a waiver of the
Lessee's default in failing to perform the same. The Lessor may, during the
progress of any work in the Demised Premises, keep and store upon the Demised
Premises all necessary materials, tools and equipment. The Lessor shall not
in any event be liable for inconvenience, annoyance, disturbance, loss of
business, or other damage of the Lessee by reason of making repairs or the
performance or any work in the Demised Premises, or on account of bringing
materials, supplies and equipment into or through the Demised Premises during
the course thereof and the obligations of the Lessee under this Lease shall
not thereby be affected in any manner whatsoever.
Lessor reserves the right to enter upon the Demised Premises at any time in
the event of an emergency and at reasonable hours to exhibit the Demised
Premises to prospective purchasers or others; and to exhibit the Demised
Premises to prospective Lessees and to the display "For Lease" or similar signs
on windows or doors in the Demised Premises during the last one hundred twenty
(120) days of the term of this Lease, all without hindrance or molestation by
Lessee.
EMINENT DOMAIN:
13. In the event of any eminent domain or condemnation proceeding or
private sale in lieu thereof in respect to the Premises during the term thereof,
the following provisions shall apply:
a. If the whole of the Premises shall be acquired or condemned by
eminent domain for any public or quasipublic use or purpose, then the term of
this Lease shall cease and terminate as of the date possession shall be taken in
such proceeding and all rentals shall be paid up to that date.
b. If any part constituting less than the whole of the Premises
shall be acquired or condemned as aforesaid, and in the event that such partial
taking or condemnation shall materially affect the Demised Premises so as to
render the Demised Premises unsuitable for the business of the Lessee, in the
reasonable opinion of Lessor, then the term of this Lease shall cease and
terminate as of the date possession shall be taken by the condemning authority
and rent shall be paid to the date of such termination.
In the event of a partial taking or condemnation of the Premises which
shall not materially affect the Demised Premises so as to render the Demised
Premises unsuitable for the business of the Lessee, in the reasonable opinion of
the Lessor, this Lease shall continue in full force and effect but with a
proportionate abatement of the Base Rent and Additional Rent based on the
portion, if any, of the Demised Premises taken. Lessor reserves the right, at
its option, to restore the Building and the Demised Premises to substantially
the same condition as they were prior to such condemnation. In such event,
Lessor shall give written notice to Lessee, within thirty (30) days following
the date possession shall be taken by the condemning authority, of Lessor's
intention to restore. Upon Lessor's notice of election to restore, Lessor shall
commence restoration and shall restore the Building and the Demised Premises
with reasonable promptness, subject to delays beyond Lessor's control and delays
in the making of condemnation or sale proceeds adjustments by Lessor; and Lessee
shall have no right to terminate this Lease except as herein provided. Upon
completion of such restoration, the rent shall be adjusted based upon the
portion, if any, of the Demised Premises restored.
c. In the event of any condemnation or taking as aforesaid, whether
whole or partial, the Lessee shall not be entitled to any part of the award paid
for such condemnation and Lessor is to receive the full amount of such award,
the Lessee hereby expressly waiving any right to claim to any part thereof.
d. Although all damages in the event of any condemnation shall
belong to the Lessor whether such damages are awarded as compensation for
diminution in value of the leasehold or to the fee of the Demised Premises.
Lessee shall have the right to claim and recover from the condemning
authority, but not from Lessor, such compensation as may be separately
awarded or recoverable by Lessee in Lessees own right on account of any and
all damage to Lessees business by reason of the condemnation and for or on
account of any cost or loss to which Lessee might be put in removing Lessees
merchandise, furniture, fixtures, leasehold improvements and equipment.
However, Lessee shall have no claim against Lessor or make any claim with the
condemning authority for the loss of its leasehold estate, any unexpired term
or loss of any possible renewal or extension of said lease or loss of any
possible value of said lease, any unexpired term, renewal or extension of
said Lease.
DAMAGE OR DESTRUCTION:
14. In the event of any damage or destruction to the Premises by fire or
other cause during the term hereof, the following provisions shall apply:
a. If the Building is damaged by fire or any other cause to such
extent that the cost of restoration, as reasonably estimated by Lessor, will
equal or exceed thirty percent (30%) of the replacement value of the Building
(exclusive of foundations) just prior to the occurrence of the damage, then
Lessor may, no later than the sixtieth (60th) day following the damage, give
Lessee written notice of Lessor's election to terminate this Lease.
b. If the cost of restoration as estimated by Lessor will equal or
exceed fifty percent (50%) of said replacement value of the Building and if the
Demised Premises are not suitable as a result of said damage for the purposes
for which they are demised hereunder, in the reasonable opinion of Lessee, then
Lessee may, no later than the sixtieth (60th) day following the damage, give
Lessor a written notice of election to terminate this Lease.
c. If the cost of restoration as estimated by Lessor shall amount to
less than thirty percent (30%) of said replacement value of the Building, or if,
despite the cost, Lessor does not elect to terminate this Lease, Lessor shall
restore the Building and the Demised Premises with reasonable promptness,
subject to delays beyond Lessor's control and delays in the making of insurance
adjustments by Lessor; and Lessee shall have no right to terminate this Lease
except as herein provided. Lessor shall not be responsible for restoring or
repairing leasehold improvements of the Lessee.
d. In the event of either of the elections to terminate, this Lease
shall be deemed to terminate on the date of the receipt of the notice of
election and all rentals shall be paid up to that date. Lessee shall have no
claim against Lessor for the value of any unexpired term of this Lease.
e. In any case where damage to the Building shall materially
affect the Demised Premises so as to render them unsuitable in whole or in
part for the purposes for which they are demised hereunder, then, unless such
destruction was wholly or partially caused by the negligence or breach of the
terms of this Lease by Lessee, its employees, contractors or licensees, a
portion of the rent based upon the amount of the extent to which the Demised
Premises are rendered unsuitable shall be abated until repaired or restored.
If the destruction or damage was wholly or partially caused by negligence or
breach of the terms of this Lease by Lessee as aforesaid and if Lessor shall
elect to rebuild, the rent shall not xxxxx and the Lessee shall remain liable
for the same.
CASUALTY INSURANCE:
15. a. Lessor shall at all times during the term of this Lease, at its
expense, maintain a policy or policies of insurance with premiums paid in
advance issued by an insurance company licensed to do business in the State of
Minnesota insuring the Building against loss or damage by fire, explosion or
other insurable hazards and contingencies for the full replacement value,
provided that Lessor shall not be obligated to insure any furniture, equipment,
machinery, goods or supplies not covered by this Lease which Lessee may bring
upon the Demised Premises or any additional improvements which Lessee may
construct or install on the Demised Premises.
b. Lessee shall not carry any stock of goods or do anything in or
about the Demised Premises which will in any way impair or invalidate the
obligation of the insurer under any policy of insurance required by this Lease.
x. Xxxxxx hereby waives and releases all claims, liabilities and
causes of action against Lessee and its agents, servants and employees for loss
or damage to, or destruction of, the Premises or any portion thereof, including
the buildings and other improvements situated thereon, resulting from fire,
explosion and other perils included in standard extended coverage insurance,
whether caused by the negligence of any of said persons or otherwise. Likewise,
Lessee hereby waives and releases all claims, liabilities and causes of action
against Lessor and its agents, servants and employees for loss or damage to, or
destruction of, any of the improvements, fixtures, equipment, supplies,
merchandise and other property, whether that of Lessee or of others in, upon or
about the Premises resulting from fire, explosion or the other perils included
in standard extended coverage insurance, whether caused by the negligence of any
of said persons or otherwise. The waiver shall remain in force whether or not
the Lessee's insurer shall consent thereto.
d. In the event that the use of the Demised Premises by Lessee
increases the premium rate for insurance carried by Lessor on the improvements
of which the Demised Premises are a part, Lessee shall pay Lessor, upon demand
the amount of such premium increase. If Lessee installs any electrical
equipment that overloads the power lines to the build-
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ing or its wiring, Lessee shall, at its own expense, make whatever changes are
necessary to comply with the requirements of the insurance underwriter,
insurance rating bureau and governmental authorities having jurisdiction.
PUBLIC LIABILITY INSURANCE:
16. Lessee 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 Demised Premises and the business of Lessee, on terms with companies
approved in writing by Lessor, in which both Lessee and Lessor shall be covered
by being named as insured parties under reasonable limits of liability not less
than: $500,000 for injury/death to any one person; $1,000,000 for injury/death
to more than one person, and $500,000 with respect to damage to property. Such
policy or policies shall provide that ten (10) days written notice must be given
to Lessor prior to cancellation thereof. Lessee shall furnish evidence
satisfactory to Lessor at the time this Lease is executed that such coverage is
in full force and effect.
DEFAULT OF LESSEE:
17. a. In the event of any failure of Lessee to pay any rental due
hereunder within ten (10) days after the same shall be due, or any failure to
perform any other of the terms, conditions or covenants of this Lease to be
observed or performed by Lessee for more than thirty (30) days after written
notice of such failure shall have been given to Lessee, or if Lessee or an agent
of Lessee shall falsify any report required to be furnished to Lessor pursuant
to the terms of this Lease, or if Lessee or any guarantor of this Lease shall
become bankrupt or insolvent, or file any debtor proceedings or any person shall
take or have against Lessee or any guarantor of this Lease in any court pursuant
to any statute either of the United States or of any state a petition in
bankruptcy or insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Lessee's or any such guarantor's
property, or if Lessee or any such guarantor makes an assignment for the benefit
of creditors, or petitions for or enters into an arrangement, or if Lessee shall
abandon the Demised Premises or suffer this Lease to be taken under any writ of
execution, then in any such event Lessee shall be in default hereunder, and
Lessor, in addition to other rights of remedies it may have, shall have the
immediate right of re-entry and may remove all persons and property from the
Demised Premises and such property may be removed and stored in a public
warehouse or elsewhere at the cost of, and for the account of Lessee, all
without service of notice or resort to legal process and without being guilty of
trespass, or becoming liable for any loss or damage which may be occasioned
thereby.
b. Should Lessor elect to re-enter the Demised Premises, as herein
provided, or should it take possession of the Demised Premises pursuant to
legal proceedings or pursuant to any notice provided for by law, it may
either terminate this Lease or it may from time to time, without terminating
this Lease, make such alterations and repairs as may be necessary in order to
relet the Demised Premises, and relet the Demised Premises or any part
thereof upon such term or terms (which may be for a term extending beyond the
term of this Lease) and at such rental or rentals and upon such other terms
and conditions as Lessor in its sole discretion may deem advisable. Upon
each such subletting all rentals received by the Lessor from such reletting
shall be applied first to the payment of any indebtedness other than rent due
hereunder from Lessee to Lessor; second, to the payment of any costs and
expenses of such reletting, including brokerage fees and attorney's fees and
costs of such alterations and repairs; third, to the payment of the rent due
and unpaid payment of future rent as the same may become due and payable
hereunder. If such rentals received from such reletting during any month be
less than that to be paid during that month by Lessee hereunder, Lessee, upon
demand, shall pay any such deficiency to Lessor. No such re-entry or taking
possession of the Demised Premises by Lessor shall be construed as an
election on its part to terminate this Lease unless a written notice of such
intention be given to Lessee or unless the termination thereof be decreed by
a court of competent jurisdiction. Notwithstanding any such reletting
without termination, Lessor may at any time after such re-entry and reletting
elect to terminate this Lease for any such breach, in addition to any other
remedies it may have, it may recover from Lessee all damages it may incur by
reason of such breach, including the cost of recovering the Demised Premises,
reasonable attorney's fees, and including the worth at the time of such
termination of the excess, if any, of the amount of rent and charges
equivalent to rent reserved in this Lease for the remainder of the stated
term over the then reasonable rental value of the Demised Premises for the
remainder of the stated term, all of which amounts shall be immediately due
and payable from Lessee to Lessor.
x. Xxxxxx may, at its option, instead of exercising any other rights or
remedies available to it in this Lease or otherwise by law, statute or equity,
spend such money as is reasonably necessary to cure any default of Lessee herein
and the amount so spent, and costs incurred, including attorney's fees in curing
such default, shall be paid by Lessee, as additional rent, upon demand.
d. In the event suit shall be brought for recovery of possession of the
Demised Premises, for the recovery of rent or any other amount due under the
provisions of this Lease, or because of the breach of any other covenant
herein contained on the part of Lessee to be kept or performed, and a breach
shall be established, Lessee shall pay to Lessor all expenses incurred
therefor, including a reasonable attorney's fee, together with interest on
all such expenses at the rate of twelve percent (12%) per annum from the date
of such breach of the covenants of this Lease.
e. Lessee hereby expressly waives any and all rights of redemption granted
by or under any present or future laws in the event of Lessee being evicted or
dispossessed for any cause, or in the event of Lessor obtaining possession of
the Demised Premises, by reason of the violation by Lessee of any of the
covenants or conditions of the Lease, or otherwise. Lessee also waives any
demand for possession of the Demised Premises, and any demand for payment of
rent and any notice of intent to re-enter the Demised Premises, or of intent to
terminate this Lease, other than the notices above provided in this Article, and
waives any and every other notice or demand prescribed by any applicable
statutes or laws.
f. No remedy herein or elsewhere in this Lease or otherwise by law, statute
or equity, conferred upon or reserved to Lessor or Lessee shall be exclusive of
any other remedy, but shall be cumulative, and may be exercised from time to
time and as often as the occasion may arise.
COVENANTS TO HOLD HARMLESS:
18. Unless the liability for damage or loss is caused by the negligence of
Lessor, its agents or employees, Lessee shall hold harmless Lessor from any
liability for damages to any person or property in or upon the Demised Premises
and the Premises, including the person and the property of Lessee and its
employees and all persons in the Building at its or their invitation or
sufferance, and from all damages resulting from Lessee's failure to perform the
covenants of this Lease. All property kept, maintained or stored on the Demised
Premises shall be so kept, maintained or stored at the sole risk of Lessee.
Lessee agrees to pay all sums of money in respect of any labor, service,
materials, supplies or equipment furnished or alleged to have been furnished to
Lessee in or about the Premises, and not furnished on order of Lessor, which may
be secured by any Mechanic's Materialmen's or other lien to be discharged at the
time performance of any obligation secured thereby matures, provided that Lessee
may contest such lien, but if such lien is reduced to final judgment and if such
judgment or process thereon is not stayed, or if stayed and said stay expires,
then and in each such event, Lessee shall forthwith pay and discharge said
judgment. Lessor shall have the right to post and maintain on the Demised
Premises, notices of non-responsibility under laws of the State of Minnesota.
NON-LIABILITY:
19. Subject to the terms and conditions as Article 14 hereof, Lessor
shall not be liable for damage to any property of Lessee or of others located
on the Premises, nor for the loss of or damage to any property of Lessee or
of others by theft or otherwise. Lessor shall not be liable for any injury
or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain or snow or leaks from any part
of the Premises or from the pipes, appliances, or plumbing works or from the
roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature. Lessor shall not be liable for any such
damage caused by other Lessees or persons in the Premises, occupants of
adjacent property, of the buildings, or the public or caused by operations in
construction of any private, public or quasi-public work. Lessor shall not be
liable for any latent defect in the Demised Premises. All property of Lessee
kept or stored on the Demised Premises shall be so kept or stored at the risk
of Lessee only and Lessee shall hold Lessor harmless from any claims arising
out of damage to the same, including subrogation claims by Lessee's insurance
carrier.
SUBORDINATION:
20. This Lease shall be subordinated to any mortgages that may now exist
or that may hereafter be placed upon the Demised Premises and to any and all
advances made thereunder, and to the interest upon the indebtedness evidenced by
such mortgages, and to all renewals, replacements and extensions thereof. In
the event of execution by Lessor after the date of this Lease of any such
mortgage, renewal, replacement or extension, Lessee agrees to execute a
subordination agreement with the holder thereof which agreement shall provide
that:
a. Such holder shall not disturb the possession and other rights of Lessee
under this Lease so long as Lessee is not in default hereunder.
b. In the event of acquisition of title to the Demised Premises by such
holder, such holder shall accept the Lessee as Lessee of the Demised Premises
under the terms and conditions of the Lease and shall perform all the
obligations of Lessor hereunder, and
c. The Lessee shall recognize such holder as Lessor hereunder.
Lessee shall, upon receipt of a request from Lessor therefor, execute and
deliver to Lessor or to any proposed holder of a mortgage or trust deed or to
any proposed purchaser of the Premises, a certificate in recordable form,
certifying that this Lease is in full force and effect, and that there are no
offsets against rent nor defenses to Lessee's performance under this Lease,
or setting forth any such offsets or defenses claimed by Lessee, as the case
may be.
ASSIGNMENT OR SUBLETTING:
21. Lessee agrees to use and occupy the Demised Premises throughout the
entire term hereof for the purpose of purposes herein specified and for no
other purposes, in the manner and to substantially the extent now intended,
and not to transfer or assign this Lease or sublet said Demised Premises, or
any part thereof, whether by voluntary act, operation of law, or otherwise,
without obtaining the prior written consent of Lessor in each instance.
Lessee shall seek such consent of Lessor by a written
4
request therefor, setting forth such information as Lessor may deem necessary.
Lessor agrees not to withhold consent unreasonably. Consent by Lessor to any
assignment of this Lease or to any subletting of the Demised Premises shall
not be a waiver of Lessor's rights under this Article as to any subsequent
assignment or subletting. Lessor's rights to assign this Lease are and shall
remain unqualified. No such assignment or subleasing shall relieve the Lessee
from any of Lessee's obligations in this Lease contained, nor shall any
assignment or sublease or other transfer of this Lease be effective unless
the assignee, sublessee or transferee shall at the time of such assignment,
sublease or transfer, assume in writing for the benefit of Lessor, its
successors or assigns, all of the terms, covenants and conditions of this
Lease thereafter to be performed by Lessee and shall agree in writing to be
bound thereby. Should Lessee sublease in accordance with the terms of this
Lease, fifty percent (50%) of any increase in rental received by Lessee over
the per square foot rental rate which is being paid by Lessee shall be
forwarded to and retained by Lessor, which increase shall be in addition to
the Base Rent and Additional Rent due Lessor under this Lease.
ATTORNMENT:
22. In the event of a sale or assignment of Lessor's interest, in the
Premises, or the Building in which the Demised Premises are located, or this
Lease, or if the Premises come into customer or possession of a mortgagee or
any other party whether because of a mortgage foreclosure, or otherwise,
Lessee shall attorn to such assignee or other party and recognize such party
as Lessor hereunder; provided, however, Lessee's peaceable possession will
not be disturbed so long as Lessee faithfully performs its obligations under
this Lease. Lessee shall execute, on demand, any attornment agreement
required by any such party to be executed, containing such provisions and
such other provisions as such party may require.
NOVATION IN THE EVENT OF SALE:
23. In the event of the sale of the Demised Premises, Lessor shall be
and hereby is relieved of all of the covenants and obligations created hereby
accruing from and after the date of sale, and such sale shall result
automatically in the purchaser assuming and agreeing to carry out all the
covenants and obligations of Lessor herein. Notwithstanding the foregoing
provisions of this Article, Lessor, in the event of a sale of the Demised
Premises, shall cause to be included in this agreement of sale and purchase a
covenant whereby the purchaser of the Demised Premises assumes and agrees to
carry out all of the covenants and obligations of Lessor herein.
The Lessee agrees at any time and from time to time upon not less than
ten (10) days prior written request by the Lessor to execute, acknowledge and
deliver to the Lessor a statement in writing certifying that this Lease is
unmodified and in full force and effect as modified and stating the
modifications, and the dates to which the basic rent and other charges have
been paid in advance, if any, it being intended that any such statement
delivered pursuant to this paragraph may be relied upon by any prospective
purchaser of the fee or mortgagee or assignee of any mortgage upon the fee of
the Demised Premises.
SUCCESSORS AND ASSIGNS:
24. The terms, covenants and conditions hereof shall be binding upon and
inure to the successors and assigns of the parties hereto.
REMOVAL OF FIXTURES:
25. Notwithstanding anything contained in Article 8, 29 or elsewhere in
this Lease, if Lessor requests then Lessee will promptly remove at the sole
cost and expense of Lessee all fixtures, equipment and alterations made by
Lessee simultaneously with vacating the Demised Premises and Lessee will
promptly restore said Demised Premises to the condition that existed
immediately prior to said fixtures, equipment and alterations having been
made all at the sole cost and expense of Lessee.
QUIET ENJOYMENT:
26. Lessor warrants that is has full right to execute and to perform
this Lease and to grant the estate demised, and that Lessee, upon payment
of the rents and other amounts due and the performance of all the terms,
conditions, covenants and agreements on Lessee's part to be observed and
performed under this Lease, may peaceably and quietly enjoy the Demised
Premises for the business uses permitted hereunder, subject, nevertheless, to
the terms and conditions of this Lease.
RECORDING:
27. Lessee shall not record this Lease without the written consent of
Lessor. However, upon the request of either party hereto, the other party
shall join in the execution of the Memorandum lease for the purposes of
recordation. Said Memorandum lease shall describe the parties, the Demised
Premises and the term of the Lease and shall incorporate this Lease by
reference. This Article 27 shall not be construed to limit Lessor's right to
file this Lease under Article 22 of this Lease.
OVERDUE PAYMENTS:
28. All monies due under this Lease from Lessee to Lessor shall be due
on demand, unless otherwise specified and if not paid when due, shall result
in the imposition of a service charge for such late payment in the amount of
twelve percent (12%) of the amount due.
SURRENDER:
29. On the Expiration Date or upon the termination hereof upon a day
other than the Expiration Date, Lessee shall peaceably surrender the Demised
Premises broom-clean in good order, condition and repair, reasonable wear and
tear only excepted. On or before the Expiration Date or upon termination of
this Lease on a day other than the Expiration Date, Lessee shall, at its
expense, remove all trade fixtures, personal property and equipment and signs
from the Demised Premises and any property not removed shall be deemed to
have been abandoned. Any damage caused in the removal of such items shall be
repaired by Lessee and at its expense. All alterations, additions,
improvements and fixtures (other than trade fixtures) which shall have been
made or installed by Lessor or Lessee upon the Demised Premises and all floor
covering so installed shall remain upon and be surrendered with the Demised
Premises as a part thereof, without disturbance, molestation or injury, and
without charge, at the expiration or termination of this Lease. If the
Demised Premises are not surrendered on the Expiration Date or the date of
termination, Lessee shall indemnify Lessor against loss or liability, claims,
without limitation, made by any succeeding Lessee founded on such delay.
Lessee shall promptly surrender all keys for the Demised Premises to Lessor
at the place then fixed for payment of rent and shall inform Lessor of
combinations of any locks and safes on the Demised Premises.
HOLDING OVER:
30. In the event of a holding over by a Lessee after expiration or
termination of this Lease without the consent in writing of Lessor, Lessee
shall be deemed a lessee at sufferance and shall pay rent for such occupancy
at the rate of twice the last-current aggregate Base and Additional Rent,
prorated for the entire holdover period, plus all attorney's fees and
expenses incurred by Lessor in enforcing its rights hereunder, plus any other
damages occasioned by such holding over. Except as otherwise agreed, any
holding over with the written consent of Lessor shall constitute Lessee a
month-to-month lessee.
ABANDONMENT:
31. In the event Lessee shall remove its fixtures, equipment or
machinery or shall vacate the Demised Premises or any part thereof prior to
the Expiration Date of this Lease, or shall discontinue or suspend the
operation of its business conducted on the Demised Premises for a period of
more than thirty (30) consecutive days (except during any time when the
Demised Premises may be rendered untenantable by reasons of fire or other
casualty), then in any such event Lessee shall be deemed to have abandoned
the Demised Premises and Lessee shall be in default under the terms of this
Lease.
CONSENTS BY LESSOR:
32. Whenever provision is made under this Lease for Lessee securing the
consent or approval by Lessor, such consent or approval shall only be in
writing.
NOTICES:
33. Any notice required or permitted under this Lease shall be deemed
sufficiently given or secured if sent by registered or certified return
receipt mail to Lessee at 0000-00 Xxxxx Xxxx Xxxx Xxxx, Xxxxx Xxxxx, XX 00000
and to Lessor at the address then fixed for the payment of rent as provided
in Article 4 of this Lease, and either party may by like written notice at
any time designate a different address to which notices shall subsequently be
sent or rent to be paid.
RULES AND REGULATIONS:
34. Lessee shall observe and comply with the rules and regulations as
Lessor may prescribe, on written notice to Lessee for the safety, care and
cleanliness of the Building.
INTENT OF PARTIES:
35. Except as otherwise provided herein, the Lessee covenants and agrees
that if it shall any time fail to pay any such cost or expense, or fail to
take out, pay for, maintain or deliver any of the insurance policies above
required, or fail to make any other payment or perform any other act on its
part to be made or performed as in this Lease provided, then the Lessor may,
but shall not be obligated so to do, and without notice to or demand upon the
Lessee and without waiving or releasing the Lessee from any obligations of
the Lessee in this Lease contained, pay any such cost or expense, effect any
such insurance coverage and pay premiums therefor, and may make any other
payment or perform any other act on the part of the Lessee to be made and
performed as in this Lease provided, in such manner and to such extent as the
Lessor may deem desirable, and in exercising any such right, to also pay all
necessary and incidental costs and expenses, employ counsel and incur and pay
reasonable attorneys' fees. All sums so paid by Lessor and all necessary and
incidental costs and expenses in connection with the performance of any such
act by the Lessor, together with interest thereon at the rate
of twelve percent (12%) per annum from the date of making of such expenditure,
by Lessor, shall be deemed additional rent hereunder, and shall be payable to
Lessor on demand. Lessee covenants to pay any such sum or sums with interest as
aforesaid and the Lessor shall have the same rights and remedies in the event of
the non-payment thereof by Lessee as in the case of default by Lessee in the
payment of the Base Rent payable under this Lease.
GENERAL:
36. The Lease does not create the relationship of principal and agent or
of partnership or of joint venture or of any association between Lessor and
Lessee, the sole relationship between the parties hereto being that of Lessor
and Lessee.
No waiver of any default of Lessee hereunder shall be implied from any
omission by Lessor to take any action on account of such default if such default
persists or is repeated, 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. One or more waivers by Lessor shall not then be
construed as a waiver of a subsequent breach of the same covenant, term or
condition. The consent to or approval by Lessor of any act by Lessee requiring
Lessor's consent or approval shall not waive or render unnecessary Lessor's
consent to or approval of any subsequent similar act by Lessee shall be
construed to be both a covenant and a condition. No action required or permitted
to be taken by or on behalf of Lessor under the terms or provisions of this
Lease shall be deemed to constitute an eviction or disturbance of Lessee's
possession of the Demised Premises. All preliminary negotiations are merged into
and incorporated in this Lease. The laws of the State of Minnesota shall govern
the validity, performance and enforcement of this Lease.
a. This Lease and the exhibits, if any, attached hereto and forming a part
hereof, constitute the entire agreement between Lessor and Lessee affecting the
Demised Premises and there are no other agreements, either oral or written,
between them other than are herein set forth. No subsequent alteration,
amendment, change or addition to this Lease shall be binding upon Lessor or
Lessee unless reduced to writing and executed in the same form and manner in
which this Lease is executed.
b. If any agreement, covenant or condition of this Lease or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such agreement, covenant or condition to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each agreement, covenant or condition of this Lease shall be valid
and be enforced to the fullest extent permitted by law.
HAZARDOUS MATERIAL:
37.a. The Demised Premises hereby leased shall be used by and/or at the
sufferance of Lessee only for the purpose set forth in Article 11 above and for
no other purposes. Lessee shall not use or permit the use of the Demised
Premises in any manner that will tend to create waste or a nuisance, or will
tend to unreasonably disturb other Lessees in the Building or the Premises.
Lessee, its employees and all persons visiting or doing business with Lessee in
the Demised Premises shall be bound by and shall observe the reasonable rules
and regulations made by Lessor relating to the Demised Premises, the Building or
the Premises of which notice in writing shall be given to the Lessee, and all
such rules and regulations shall be deemed to be incorporated into and form a
part of this Lease.
b. Lessee covenants throughout the Lease Term, at Lessee's sole cost and
expense, promptly to comply with all laws and ordinances and the orders,
rules and regulations and requirements of all federal, state and municipal
governments and appropriate departments, commissions, boards, and officers
thereof, and the orders, rules and regulations of the Board of Fire
Underwriters where the Demised Premises are situated, or any other body now
or hereafter as well as extraordinary, and whether or not the same require
structural repairs or alterations, which may be applicable to the Demised
Premises, or the use or manner of use of the Demised Premises. Lessee will
likewise observe and comply with the requirements of all policies of public
liability, fire and all other policies of insurance at any time in force with
respect to the buildings and improvements on the Demised Premises and the
equipment thereof.
c. In the event any Hazardous Material (hereinafter defined) is brought
or caused to be brought into or onto the Demised Premises, the Building or
the Premises by Lessee. Lessee shall handle any such material in compliance
with all applicable federal, state and/or local regulations. For purposes of
this Article, "Hazardous Material" means and includes any hazardous, toxic or
dangerous waste, substance or material defined as such in (or for purposes
of) the Comprehensive Environmental Response, Compensation, and Liability
Act, any so-called "Superfund" or "Superlien" law, or any federal, state, or
local statute, law, ordinance, code, rule, regulation, order decree
regulating, relating to, or imposing liability or standards of conduct
concerning, any hazardous, toxic or dangerous waste, substance or material,
as now or at any time hereafter in effect. Lessee shall submit to Lessor on
an annual basis copies of its approved hazardous materials communication
plan, OSHA monitoring plan, and permits required by the Resource Recovery and
Conservation Act of 1976, if Lessee is required to prepare, file or obtain
any such plans or permits. Lessee will indemnify and hold harmless Lessor
from any losses, liabilities, damages, costs or expenses (including
reasonable attorneys' fees) which Lessor may suffer or incur as a result of
Lessee's introduction into or onto the Demised Premises, Building or Premises
of any Hazardous Material. This Article shall survive the expiration or
sooner termination of this Lease.
CAPTIONS:
38. The captions are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of this Lease nor
the intent or any provision thereof.
ATTACHMENTS:
39. See also Exhibits A through C, inclusive, which Exhibits are attached
hereto and made a part of hereof.
EXHIBIT DESCRIPTION
------- ------------
Exhibit A Legal Description
Exhibit B Demised Premises
Exhibit C Sign Criteria
SUBMISSION:
40. Submission of this instrument to Lessee or proposed Lessee or his
agents or attorneys for examination, review, consideration or signature does not
constitute or imply an offer to lease, reservation of space, or option to lease,
and this instrument shall have no binding legal effect until execution hereof by
both Lessor/Owner and Lessee or its agents.
41. Tenant is taking space in "as is" condition.
6
IN WITNESS WHEREOF, the Lessor and the Lessee have caused these presents to be
executed in form and manner sufficient to bind them at law, as of the day and
year first above written.
Lessee: MEDWAVE, Inc., Lessor: ROUND LAKE LLC,
a Minnesota corporation. a Minnesota limited liability
company.
/s/ G. Xxxx Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------- -------------------------------
By: G. Xxxx Xxxxxxxxx By: Xxxxxx X. Xxxxxxxxxxx
---------------------------- --------------------------
Its President Its President
-------------------------- --------------------------
STATE OF
COUNTY OF ss.:
On this ________ day of ______, 19___, personally came before me, a Notary
Public within and for said County, _____________________ and _____________, to
me well known to be the same persons described in and who executed the foregoing
instrument, and acknowledged that they executed the same as their free act and
deed.
---------------------------------
Notary Public
My commission expires:
-----------
STATE OF
COUNTY OF ss.:
On this ________ day of ______, 19___, personally came before me, a Notary
Public within and for said County, _____________________ and _____________, to
me well known to be the same persons described in and who executed the foregoing
instrument, and acknowledged that they executed the same as their free act and
deed.
---------------------------------
Notary Public
My commission expires:
-----------
REV 1/92
Printed in U.S.A.
7
EXHIBIT A
LEGAL DESCRIPTION
Round Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxxx
All that part of the following described tract: The Westerly
quadrangular part, measuring 1,711 feet on the North side and 1,768 feet on
the South side, of the North 20 acres of the South 50 acres of the Xxxxxxxxx
0/0 xx Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 00 West, except the Westerly 33
feet for Cleveland Avenue; which lies Easterly of a line run parallel with
and distant 166 feet Easterly of the following described line: Beginning at a
point on the Northwest corner thereof; thence run Southerly at an angle of 86
DEG. 46' 36" with said North section line (measured from East to South) for
1115.41 feet; thence deflect to the right on a 0 DEG. 45' curve (delta angle
7 DEG. 49' 03") for 1042.33 feet and there terminating.
Except all that part of the above described property lying Northerly of the
following described line:
Commencing at the Southwest corner of said Northwest quarter; thence North
along the West line of said Northwest quarter a distance of 825 feet;
thence East parallel to the North line of said Northwest quarter a distance
of 945.10 feet to the actual point of beginning of the line to be
described; thence continuing East along said last described parallel line a
distance of 765.90 feet and there terminating.
Subject to easements for power lines, sewer and gas lines.
EXHIBIT B
[FLOOR PLAN]
EXHIBIT C
SIGN CRITERIA
Round Lake Business Center
Arden Hills, Minnesota
1. Tenant identification signs shall be individual letters and/or logos on an
aluminum panel and shall be mounted next to the front entry per Lessor
criteria.
2. Rear shipping area shall be identified by six inch letters above the
shipping door. Two and three inch letters may also be used on the rear
entry door if desired.
3. To assist tenants with meeting signage requirements, the Lessor has
appointed a sign consultant for the project. You should contact Xxxxxxx
Xxxxx, 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, telephone 000-0000.
He will advise tenants and prepare scaled drawings. On request, he will
assist in obtaining acceptable signage at reduced prices.
