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LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT | Document Parties: REGIS CORP You are currently viewing:
This Lease Agreement involves

REGIS CORP

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Title: LEASE AGREEMENT
Governing Law: Minnesota     Date: 5/6/2005
Industry: Personal Services     Sector: Services

LEASE AGREEMENT, Parties: regis corp
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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

   

Section 1.01. Basic Lease Provisions and Definitions.

 

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”);

 

 

 

 

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.

 

 

 

 

C.  

Tenant’s Proportionate Share: 100.00%;

 

 

 

 

D.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Months

 

Premises

 

 

Net Rent/rsf

 

 

Annual Installment

 

 

Monthly Installment

 

1-8

 

51,224 sf

 

$

9.50

 

 

$

 

 

 

$

40,552.33

 

9-32

 

102,448 sf

 

$

9.50

 

 

$

973,256.00

 

 

$

81,104.67

 

33-44

 

102,448 sf

 

$

9.75

 

 

$

998,868.00

 

 

$

83,239.00

 

45-56

 

102,448 sf

 

$

10.00

 

 

$

1,024,480.00

 

 

$

85,373.33

 

57-68

 

102,448 sf

 

$

10.25

 

 

$

1,050,092.00

 

 

$

87,507.67

 

69-80

 

102,448 sf

 

$

10.50

 

 

$

1,075,704.00

 

 

$

89,642.00

 

81-92

 

102,448 sf

 

$

10.75

 

 

$

1,101,316.00

 

 

$

91,776.33

 

93-104

 

102,448 sf

 

$

11.00

 

 

$

1,126,928.00

 

 

$

93,910.67

 

105-116

 

102,448 sf

 

$

11.25

 

 

$

1,152,540.00

 

 

$

96,045.00

 

117-128

 

102,448 sf

 

$

11.75

 

 

$

1,203,764.00

 

 

$

100,313.67

 

 

E.  

Landlord’s Share of Expenses: N/A;

 

F.  

Lease Term: One Hundred Twenty Eight (128) Months;

 

 

 

 

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.

 

 

 

1


 

H.  

Security Deposit: None;

 

I.  

Guarantor(s): REGIS Corporation. Terms are defined in Exhibit “C-4”;

 

 

 

 

J.  

Brokers: CRESA Partners representing Tenant and CB Richard Ellis, Inc. representing Landlord;

 

 

 

 

K.  

Permitted Use: Tenant may use the Property for general office purposes or for any other lawful use.

 

 

 

 

L.  

Addresses for notices:

 

 

 

 

 

 

 

 

 

 

 

Landlord:

 

Goldmark Management

 

 

 

 

5001 W. 80 th Street

 

 

 

 

Suite 675

 

 

 

 

Bloomington, MN 55435

 

 

 

 

 

 

 

Tenant:

 

REGIS Inc.

 

 

 

 

7201 Metro Blvd.

 

 

 

 

Edina, MN 55439

 

 

 

 

 

 

 

With a copy to

 

 

 

 

 

 

 

 

 

REGIS, Inc.
7201 Metro Blvd.
Edina, MN 55439
Attn: Legal Dept.

and

 

 

 

 

 

 

 

 

 

                                                            

 

 

 

 

                                                            

 

 

 

 

                                                            

 

 

 

 

 

 

 

Landlord’s address for rental and other payments:

 

 

 

 

 

 

 

 

 

Goldmark
5001 American Blvd. W., Suite 675
Bloomington, MN 55437

 

 

 

 

 

 

 

Tenant’s address for purposes of invoices and other demands for payment

 

 

 

 

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.

2


 

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:

 

1.  

Sworn Construction Statement;

 

 

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:

3


 

 

 

 

 

 

 

 

1.

 

New roof; materials, installation, warranty;

 

$

272,962.00

 

2.

 

Equipment and installation of packaged rooftop units;

 

$

140,000.00

 

3.

 

Chip coating and striping of lot;

 

$

19,500.00

 

 

 

If Tenant elects to seal coat at a lesser price then Tenant will reimburse savings to Landlord.

 

 

 

 

4.

 

Fourteen (14) 12’x7’ 6 panel windows per plan documents by Welman Sperides. Demolition, installation and clean up.

 

$

247,363.00

 

 

 

If Landlord can provide a bid acceptable to Tenant, which is lower than $247,363.00, then Tenant shall reimburse savings to Landlord.

 

 

 

 

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

4


 

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

5


 

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

6


 

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

7


 

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.

8


 

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 ma


 
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