Exhibit 99
LEASE
AGREEMENT
THIS LEASE (the
“Lease” is executed this ___ day of _____, 2005, by and
between France Edina, Property LLP, a North Dakota limited
partnership (“Landlord”), and REGIS Inc., a Minnesota
corporation (“Tenant”).
WITNESSETH:
Article 1 – Lease of
Premises
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Section 1.01. Basic Lease Provisions and
Definitions. |
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| A. |
Leased Premises (legally described on Exhibit A
attached hereto): All of the rentable square footage of the
building at 4401 W. 76 th St., Edina,
Minnesota 55435 (“Property”); |
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| B. |
Rentable Area of the Property: Approximately 102,448 square
feet. At Tenant’s election, upon delivery of the Property to
Tenant, Tenant may re-measure the Property. If the total area of
the Property is found to be less than or greater than the area as
set forth in this Section, then Landlord and Tenant shall execute
an amendment to the Lease to correct the discrepancy in the total
area of the Property, for all purposes of this Lease. If Tenant
does not request a re-measurement of the Property, the Rentable
Area of the Property stated in this Section shall be deemed
accepted by the parties hereto for all purposes of this Lease. |
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| C. |
Tenant’s Proportionate Share: 100.00%; |
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| D. |
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Months |
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Premises |
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Net Rent/rsf |
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Annual Installment |
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Monthly Installment |
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1-8
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51,224 sf |
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$ |
9.50 |
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$ |
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$ |
40,552.33 |
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9-32
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102,448 sf |
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$ |
9.50 |
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$ |
973,256.00 |
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$ |
81,104.67 |
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33-44
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102,448 sf |
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$ |
9.75 |
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$ |
998,868.00 |
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$ |
83,239.00 |
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45-56
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102,448 sf |
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$ |
10.00 |
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$ |
1,024,480.00 |
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$ |
85,373.33 |
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57-68
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102,448 sf |
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$ |
10.25 |
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$ |
1,050,092.00 |
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$ |
87,507.67 |
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69-80
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102,448 sf |
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$ |
10.50 |
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$ |
1,075,704.00 |
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$ |
89,642.00 |
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81-92
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102,448 sf |
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$ |
10.75 |
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$ |
1,101,316.00 |
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$ |
91,776.33 |
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93-104
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102,448 sf |
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$ |
11.00 |
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$ |
1,126,928.00 |
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$ |
93,910.67 |
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105-116
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102,448 sf |
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$ |
11.25 |
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$ |
1,152,540.00 |
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$ |
96,045.00 |
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117-128
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102,448 sf |
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$ |
11.75 |
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$ |
1,203,764.00 |
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$ |
100,313.67 |
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| E. |
Landlord’s Share of Expenses: N/A; |
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| F. |
Lease Term: One Hundred Twenty Eight (128) Months; |
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| G. |
Commencement Date: Tenant’s rental payments shall begin
to accrue on the day which Tenant’s work and leasehold
improvements to the “Property” are substantially
completed, as evidenced by the issuance of a certificate of
occupancy by the local building authority, but in no event later
than October 1, 2005. |
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| H. |
Security Deposit: None; |
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| I. |
Guarantor(s): REGIS Corporation. Terms are defined in Exhibit
“C-4”; |
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| J. |
Brokers: CRESA Partners representing Tenant and CB Richard
Ellis, Inc. representing Landlord; |
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| K. |
Permitted Use: Tenant may use the Property for general office
purposes or for any other lawful use. |
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| L. |
Addresses for notices: |
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Landlord: |
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Goldmark Management |
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5001 W. 80 th Street |
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Suite 675 |
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Bloomington, MN 55435 |
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Tenant: |
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REGIS Inc. |
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7201 Metro Blvd. |
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Edina, MN 55439 |
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With a copy to |
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REGIS, Inc.
7201 Metro Blvd.
Edina, MN 55439
Attn: Legal Dept.
and |
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Landlord’s address
for rental and other payments: |
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Goldmark
5001 American Blvd. W., Suite 675
Bloomington, MN 55437 |
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Tenant’s address
for purposes of invoices and other demands for payment |
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Goldmark
5001 American Blvd. W., Suite 675
Bloomington, MN 55437 |
Section 1.02 .
Property . Landlord hereby leases to Tenant and Tenant
leases from Landlord, under the terms and conditions herein, the
Property.
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ARTICLE 2 – TERM AND
POSSESSION
Section 2.01.
Term. The term of this Lease (“Lease Term”)
shall be the period of time as set forth in Section 1.01
(F) and shall commence on October 1, 2005
(“Commencement Date”) in accordance with the terms and
provisions of Section 1.01G above.
Upon the Commencement Date and at the
written request of Landlord, Tenant shall execute a letter of
understanding in substantially the form attached hereto as
Exhibit B and made a part hereof, acknowledging
(i) the Commencement Date of this Lease, and (ii) that
Tenant has accepted the Property for occupancy and that the
condition of the Property (including any Tenant finish improvement
constructed thereon) was at the time satisfactory and in conformity
with the provisions of this Lease in all respects (or if the
condition of the Property is not satisfactory and in conformity
with the provisions of this Lease in all respects (or if the
condition of the obligations of Landlord). Such letter of
understanding shall become a part of this Lease. If Tenant takes
possession of and occupies the Property without executing the
letter of understanding within ten (10) days after
Landlord’s written request therefore, Tenant shall be deemed
to have accepted the Property as described above.
Section 2.02
Construction.
A. Landlord’s
Allowance and Compliance. Without limiting the foregoing,
Landlord shall provide Tenant upon Lease Commencement with a Tenant
finish improvement allowance equal to two million, five hundred
sixty one thousand, two hundred dollars ($2,561,200.00)
(“Landlord Allowance”). Landlord’s Allowance
shall be applied solely toward Tenant’s cost of construction
(the “Finish Work”) including, without limitation, the
construction Tenant’s office finish work, restrooms,
including demising walls; interior finishes, electric, plumbing and
heating, ventilating and air-conditioning work, and all other work,
labor and materials necessary to complete the Finish Work, all as
more particularly set forth in plans and specifications to be
prepared by Tenant’s architect, a written description of
which shall be approved by Tenant and Landlord and attached hereto
as Exhibit “C-1” (“Interior Plans and
Specifications”). The cost of any Finish Work which exceeds
the amount of Landlord’s Allowance shall be paid solely by
Tenant. Tenant shall be free to manage all aspects of the
construction of Tenant Improvements using contractors and vendors
of their own choosing, with reasonable Landlord approval. Landlord
shall be given reasonable approval rights over Tenant’s plans
but shall not be entitled to collect any supervision or plan review
fees in conjunction with Tenant’s work. At the time of
receipt, Tenant shall provide Landlord with the following:
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1. |
Sworn Construction Statement; |
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2. |
Lien waivers or within thirty (30) days of receiving the
allowance such Lien waivers for payments set forth on the Sworn
Construction Statement. |
Notwithstanding Tenant shall not
allow for any Liens to be placed on the property, or shall provide
an escrow in an amount satisfactory to the First Mortgage Lender
and Title in lieu of such Lien waiver. In addition to the allowance
set forth above, Landlord shall provide an additional allowance as
follows:
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1.
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New roof; materials, installation,
warranty; |
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$ |
272,962.00 |
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2.
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Equipment and installation of
packaged rooftop units; |
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$ |
140,000.00 |
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3.
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Chip coating and striping of
lot; |
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19,500.00 |
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If Tenant elects to seal coat at a
lesser price then Tenant will reimburse savings to Landlord. |
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4.
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Fourteen (14) 12’x7’
6 panel windows per plan documents by Welman Sperides. Demolition,
installation and clean up. |
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$ |
247,363.00 |
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If Landlord can provide a bid
acceptable to Tenant, which is lower than $247,363.00, then Tenant
shall reimburse savings to Landlord. |
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Collectively these four
items shall be referred to as the “Base Property
Finish”. Tenant agrees to apply such funds to completion of
the Base Property Finish with specifications not less than those
provided to Tenant by Landlord and attached to this lease as
Exhibit C-2.
B. Project Design Schedule
and Permits. The Shell Plans and Specifications and the
Interior Plans and Specifications shall be designed and the Shell
Work and Finish Work shall be constructed by Tenant in a good and
workmanlike manner and in accordance with the “Project
Schedule” attached hereto as Exhibit
“C-3”. Tenant shall apply for and obtain as
expeditiously as possible at its sole cost and expense, all
permits, licenses and certificates necessary for the construction
of the Shell Work and Finish Work and for the occupancy thereof by
Tenant.
C. Substantial Completion,
Possession and Commencement Date. (i)Tenant shall certify in
writing to Landlord that Property have been completed in
substantial accordance with the Interior Plans and Specifications,
(ii) Tenant shall have obtained all necessary governmental
approvals and inspections for Tenant’s occupancy of the
Property, (iii) the project architect, shall certify in
writing to Tenant as to those same matters in (i), (ii), and
(iv) the issuance of a temporary certificate of occupancy of
the Property for the Permitted Use.
D. Tenant Caused Delays.
“Tenant Caused Delays” shall mean any delay caused by
or resulting from the following or any combination of the following
(provided the following actually results in a delay to the
Substantial Completion of the Property): (1) failure of Tenant
to comply with the Project Schedule; (2) failure of Tenant to
cooperate with Landlord and respond promptly to any reasonable
request of Landlord; or (3) Tenant’s fixturing of the
Property prior to the Commencement Date, to the extent such work
causes a delay. Tenant caused delays shall not delay the
Commencement Date.
E. Warranty . Landlord
hereby warrants that the roof top HVAC unit(s), shall be in good
working condition for a period of three (3) years from
Commencement Date, routine maintenance (except as to
Landlord’s obligations herein) and ordinary wear and tear
excepted. The foregoing warranties cover all materials, labor and
equipment for replacement, should a unit or any portion thereof
need replacement, but does not cover consequential damages, such as
lost profits or opportunity, incurred by the Tenant. In addition to
the foregoing, upon the Commencement Date, Landlord shall enforce
for the benefit of Tenant all warranties and guarantees relating to
the unit(s). Tenant shall not take any action which shall
invalidate any of the foregoing warranties and shall provide
Landlord with written notice of all warranty claims. Tenant will
notify Landlord promptly upon discovery of any potential problems
which may be covered under the foregoing warranties. Without
limiting Landlord’s duty to perform repairs under any
warranties contained herein, the extent and performance of any
replacements required
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under, the foregoing
warranties will be mutually agreed to between Landlord and Tenant
so as to minimize the disruption to Tenant’s business
operations.
It is the intention of the parties
that Landlord’s responsibility shall be for the replacement
of major components of the unit(s) only. Routine operational and
maintenance costs shall be borne by the Tenant. Landlord shall be
allowed to inspect and survey the units during the term of this
Lease at Landlord’s expense.
F. Early Occupancy.
Landlord will allow Tenant to take possession of the Property upon
full execution of the Lease. The date Landlord permits Tenant to
take possession of the Property as provided above shall be the
“Early Occupancy Date”. Landlord agrees to use
commercially reasonable efforts to not interfere with
Tenant’s possession of the Property as of the Early Occupancy
Date. Tenant agrees to coordinate the foregoing work with the work
of Landlord such that Tenant’s work does not interfere with
or delay Landlord’s work; provided, however, that except for
Landlord’s negligence or willful misconduct, neither Landlord
not any of Landlord’s affiliates shall have any
responsibility or liability whatsoever for any injury (including
death) to persons or loss or damage to any of Tenant’s
leasehold improvements, fixtures, equipment or any other materials
installed or left in the Property prior to the Commencement Date.
All of the terms and conditions of this Lease will become effective
upon the Early Occupancy Date except for the payment of Minimum
Annual Rent and Additional Rent which will commence on the
Commencement Date. Tenant will be required to maintain adequate
insurance during the early occupancy period. Payment of all
utilities during this period will be the responsibility of
Tenant.
Section 2.03.
Surrender of the Premises. In the event Tenant does not
exercise the Purchase Option I or II set forth below, upon the
expiration or earlier termination of this Lease Tenant shall
immediately surrender the Property to Landlord in the condition and
repair received as of the Commencement Date, reasonable wear and
tear, casualty and condemnation excepted. Tenant shall also remove
its personal property, trade fixtures and, subject to Section
7.02 , and of Tenant’s alterations from the Property and
promptly repair any damage caused by such removal, and restore the
Property to the condition existing upon the Commencement Date,
reasonable wear and tear excepted. If Tenant fails to comply with
this Section 2.03 , Landlord may restore the Property
to the condition required herein, and Landlord may cause all of the
property which Tenant was obligated to remove to be removed and all
restoration to be completed at Tenant’s expense, and Tenant
hereby agrees to pay all the costs and expenses thereby reasonably
incurred. All Tenant property which is not removed within thirty
(30) days following Landlord’s written demand therefore
shall be conclusively deemed to have been abandoned by Tenant, and
Landlord shall be entitled to dispose of such property at
Tenant’s cost without thereby incurring any liability to
Tenant. Tenant will promptly remove all of Tenant’s cabling
from the Property. The provisions of this section shall survive the
expiration or other termination of this Lease.
Section 2.04. Holding
Over. If Tenant retains possession the Property after the
expiration or earlier termination of this Lease, Tenant shall
become a Tenant from month to month at one hundred fifty percent
(150%) of the Gross Monthly Rental Installment in effect at the end
of the Lease Term, and otherwise upon the terms, covenants and
conditions herein specified, so far as applicable. Acceptance by
Landlord of rent in such event shall not result in a renewal of
this Lease, and Tenant shall vacate and surrender the Property to
Landlord upon Tenant being given thirty (30) days’ prior
written notice from Landlord to vacate whether or not
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said notice is given on the
rent paying date. This Section 2.04 shall in no way constitute
a consent by Landlord to any holding over by Tenant upon the
expiration or earlier termination of this Lease, nor limit
Landlord’s remedies in such event.
If Landlord and Tenant are in good
faith negotiation during the hold over period, and an agreement is
consummated between the parties to continue a Landlord/Tenant
relationship, all rental payments under the new agreement
(“New Rental Payments”) shall be retroactive to the
first day of the hold over period. Any Hold Over Payments made by
Tenant in excess of the New Rental Payments shall be a credit to
the New Rental Payments first coming due, and any deficiency
between the New Rental Payment and the Hold Over Payments made
during the hold over period shall be paid by Tenant to Landlord
with the first New Rental Payments. All other conditions,
provisions and obligations of the Lease shall remain the same and
in full force and effect.
Article 3 - Rent
Section 3.01. Base
Rent . Landlord and Tenant do each state and represent that it
is the intention of each of them that this Lease be interpreted and
construed as an absolute net lease and that all Basic Rent and
Additional Rent to the extent required below, will be paid by
Tenant to Landlord without abatement, deduction, diminution,
deferment, suspension, reduction or setoff, except as may be
expressly permitted in this Lease.
It is the further express intent of
Landlord and Tenant that, except as otherwise expressly provided
herein: (i) the obligations of Landlord and Tenant hereunder
will be separate and independent covenants and agreements and that
the Basic Rent and Additional Rent, and all other charges and sums
payable by Tenant hereunder, will commence at the times provided
herein and will continue to be payable in all events unless the
obligations to pay the same will be terminated pursuant to an
express provision in this Lease; (ii) all costs or expenses of
whatsoever character or kind, general or special, ordinary or
extraordinary, foreseen or unforeseen, and of every kind and nature
whatsoever that may be necessary or required in and about the
Property, or any portion thereof, and Tenant’s possession or
authorized use thereof during the Term of this Lease, will be paid
by Tenant other than as expressly and specifically set forth in
this Lease, and all provisions of this Lease are to be interpreted
and construed in light of the intention expressed in this Section;
(iii) the Basic Rent specified in Article 3 will be
absolutely net to Landlord so that Landlord will be paid the entire
Basic Rent specified in Article 3 in each year during the Term
of this Lease (unless extended or renewed at a different Basic
Rent); (iv) all Impositions and Taxes, insurance premiums,
utility expense, repair and maintenance expense, and all other
costs, fees, interest, charges, expenses, reimbursements and
obligations of every kind and nature whatsoever relating to the
Premises, or any portion thereof, (other than as expressly and
specifically set forth in this Lease) which may arise or become due
during the Term of this Lease, or any extension or renewal thereof,
will be paid or discharged by Tenant and (iv) Tenant hereby
agrees to indemnify, defend and save Landlord harmless from and
against such costs, fees, charges, expenses, reimbursements and
obligations, any interest thereon.
Section 3.02.
Additional Rent. It is the express intention of Landlord and
Tenant, that Tenant will be solely responsible for all aspects of
the operation and management of the Property, including the
management and payment of all items described in Section 3.02
and all items of capital expense, repair and replacement,
collectively referred to as “Operating
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Expenses”, subject to
Section 2.02E and to any warranties provided by vendors or
suppliers. Tenant agrees to pay any of the items herein directly to
such third parties as are authorized to receive them. Real Estate
Taxes and insurance shall be paid as required under any existing
mortgage secured by the Property. During the first eight
(8) months of the Lease, Landlord will pay to Tenant, on a
monthly basis, fifty percent (50%) of all fixed costs including
Real Estate Taxes while Tenant will pay one hundred percent (100%)
of variable expenses. In no event will “Real estate
Taxes” be deemed to include gift, transfer, inheritance,
estate, franchise taxes or any tax measured by Landlord’s
income. As used herein, “Operating Expense” shall mean
any costs or expenses paid or incurred for operation, repair,
maintenance, and management of the Property and shall include, but
shall not be limited to, the costs and expenses of; (a) water,
sewage, disposal, drainage, refuse collection, gas, electricity,
light, power, or other utility services; (b) general
maintenance and repair of the Property, including the structural
components of the Property, (c) maintenance of irrigation and
landscaping, replanting where necessary, and keeping the parking
area free from litter, dirt, debris, or other obstructions;
(d) taxes, assessments or other impositions, general, special,
or supplemental, which may be levied, assessed or imposed upon or
with respect to the Property, or any part thereof, or personal
property at any time situated thereon; (e) casualty, liability
and other insurance as may be required by mortgagee of the
Property; (f) capital improvements or structural
modifications, which costs shall be constructed and paid for by
Landlord and then amortized over the useful life of the capital
improvements or structural modifications which amortization shall
be included in operating costs.
Section 3.03 Late
Charges. Tenant acknowledges that Landlord shall incur certain
additional unanticipated administrate and legal costs and expenses
if Tenant fails to timely pay any payment required hereunder.
Therefore, in addition to the other remedies available to Landlord
hereunder, if any payment required to be paid by Tenant to Landlord
hereunder shall become overdue, such unpaid amount shall bear
interest from the date which is five (5) business days
following Tenant’s receipt of Landlord’s overdue notice
to the date of payment at the prime rate (as reported in the Wall
Street Journal) of interest (“Prime Rate”) plus six
percent (6%) per annum. In addition a five (5%) percent
Administrative fee will be charged to Tenant by Landlord.
Article 4 – Security
Deposit
{THIS SPACE LEFT
INTENTIONALLY BLANK}
Article 5 - Use
Section 5.01. Use of
Property. The Property will be used by Tenant solely for the
Permitted Use and for no other purposes without the prior written
consent of Landlord, which consent shall not be unreasonably
withheld, conditioned, or delayed.
Section 5.02
Covenants of Tenant Regarding Use. Tenant shall (i) use
and maintain the Property and conduct its business thereon in a
safe, careful, reputable and lawful manner (provided, however, in
no event shall this Section 5.02 be deemed to obligate Tenant
to continually use the Property so long as Tenant continues to
comply with the obligations and terms set forth herein),
(ii) comply with all laws, rules, regulations, orders,
ordinances, directions and requirements of any governmental
authority or agency, now in force or which may hereafter be in
force relating to Tenant’s use of the Property or any
improvement or alteration to the
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Property. Tenant shall not
do or permit anything to be done in or about the Property which
constitutes a nuisance. Tenant shall not overload the floors of the
Property. All damage to the floor, structure or foundation of the
Property due to improper positioning or storage of items or
materials shall be repaired by Landlord at the sole expense of
Tenant, and Tenant shall reimburse Landlord immediately therefore
upon demand. Tenant shall not use the Property, or allow the
Property to be used, for any purpose or in any manner which would
invalidate any policy of insurance now or hereafter carried on the
Property. Landlord and Tenant shall each use their best efforts to
negotiate the most favorable rates of insurance, including but not
limited to Tenants ability to self insure to the extent acceptable
to any mortgagee that requires such insurance on the Property.
Tenant agrees to keep all of its
trash containers, pallets, dumpsters, refuse and waste within its
Property (including exterior dock areas) and not outside and agrees
no to litter any of the grounds or entries. Tenant is responsible
for the cost of the removal of its trash.
Section 5.03.
Landlord’s Rights Regarding Use. In addition to the
rights specified elsewhere in this Lease, Landlord shall have the
following rights regarding the use of the Property:
(a) Landlord or Landlord’s agent shall, upon prior
reasonable notice to Tenant (except in an emergency when no notice
shall be required) be permitted to inspect or examine the Property
at any reasonable time. Tenant agrees to repair or maintain any
items discovered during such inspection to the extent they are
Tenant’s responsibility under the terms of this Lease. During
the last eighteen (18) months of the lease term or during any
extension term, Landlord shall have the right to notify Tenant in
writing of any repairs required to the Tenant that would be the
responsibility of Tenant under the terms of this Lease, normal wear
and tear excepted, and if Tenant fails to make or fails to commence
to make such repairs within thirty (30) days of such notice,
then Landlord shall have the right to make such repairs to the
Property; provided that any repairs made by Landlord shall be at
Tenant’s cost. Landlord shall have the right to make any
repairs to the Lease Premises at any reasonable time and Landlord
shall have the right to make any repairs to the Lease Premises,
which are necessary for its preservation; provided, however, that
any repairs made by Landlord shall be at Tenant’s expense,
except as provided in Section 7.01 hereof. Subject to the
terms contained herein and except for Landlord’s negligence
or willful misconduct, Landlord shall incur no liability to Tenant
for such entry, nor shall such entry constitute an eviction of
Tenant or a termination this Lease, or entitle Tenant to any
abatement of rent therefore. Notwithstanding the foregoing,
Landlord shall use commercially reasonable efforts to notify Tenant
and to not interfere with Tenant’s use of the Property in
connection with its right as set forth is this
Section 5.03.
article 6 – Utilities and
Services
Section 6.01 Tenant
shall obtain in its own name and pay directly to the appropriate
supplier the cost of all utilities and services serving the
Property. Landlord shall not be liable in damages or otherwise for
any failure or interruption of any utility or other building
service, unless such failure or interruption was caused by
Landlord’s negligence or Landlord’s intentional
misdeeds.
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Article 7 – Maintenance
and Repair
Section 7.01.
Tenant’s Responsibility. During the term of this
Lease, Tenant shall maintain in good condition and repair, and
replace as necessary, the electrical systems, heating and air
conditioning systems subject to Landlord’s obligations, as
set forth herein, sprinkler and plumbing systems of the
Property.
Section 7.02
Alterations. Tenant shall not permit alterations to the
foundation, roof, HVAC System, windows, exterior doors, walls,
parking lot or to any item existing outside of the Property walls
unless and until the plans have been approved by Landlord in
writing, which approval shall not be unreasonably withheld,
conditioned or delayed. Landlord shall require Tenant to remove the
alterations and restore the Property upon termination of this
Lease; or alternatively, whether such alteration shall become a
part of the realty and the property of Landlord, and shall not be
removed by Tenant. Notwithstanding the foregoing, Tenant may
perform alterations to the Property without Landlord’s
consent if such alterations do not affect the structural components
of the Property or the Property’s systems. Tenant shall
ensure that all alterations shall be made in accordance with all
applicable laws, regulations an
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