EXHIBIT 10.39
LEASE
BY AND BETWEEN
AMBAR, L.L.C.
LANDLORD
AND
STEN CORPORATION
TENANT
13 DAY OF SEPTEMBER, 2005
9/2/05
TABLE OF CONTENTS
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COVER SHEET
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1
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DATA SHEET
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3
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ARTICLE
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TITLE
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PAGE
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1.
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PREMISES:
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4
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2.
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TENANT IMPROVEMENTS:
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4
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3.
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TERM:
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4
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4.
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BASE RENT:
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5
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5.
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CONTRIBUTION TO OPERATING COSTS:
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5
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6.
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USE OF PREMISES:
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8
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7.
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ASSIGNMENT AND SUBLETTING:
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9
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8.
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MAINTENANCE AND REPAIRS:
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11
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9.
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ALTERATIONS; SIGNS; EQUIPMENT;
MOVING:
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11
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10.
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RIGHT OF ENTRY:
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12
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11.
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SERVICES AND UTILITIES:
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13
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12.
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WAIVER AND INDEMNITY:
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14
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13.
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INSURANCE:
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14
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14.
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FIRE OR OTHER CASUALTY:
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16
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15.
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CONDEMNATION:
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17
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16.
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SECURITY DEPOSIT:
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17
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17.
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DEFAULT:
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17
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18.
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LANDLORD’S RIGHT TO CURE DEFAULT; LATE
PAYMENT:
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19
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19.
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WAIVER:
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19
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20.
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SUBORDINATION:
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20
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21.
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RULES AND REGULATIONS:
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20
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22.
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COVENANT OF QUIET ENJOYMENT:
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21
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23.
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NO REPRESENTATIONS BY LANDLORD:
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24.
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NOTICES:
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21
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25.
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ESTOPPEL CERTIFICATES:
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21
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26.
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SURRENDER; HOLDING OVER:
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22
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27.
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ENERGY CONSERVATION:
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22
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28.
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COMMUNICATION AND COMPUTER LINES:
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22
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29.
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RELOCATION:
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23
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30.
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TENANT’S TAXES:
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23
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31.
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UNIFORM COMMERCIAL CODE:
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23
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32.
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MISCELLANEOUS:
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24
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33.
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OPTION TO RENEW:
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25
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EXHIBITS
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A
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FLOOR PLAN
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B
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BUILDING SITE
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C
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LEASEHOLD IMPROVEMENTS/PLAN
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D
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RULES AND REGULATIONS
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2
DATA SHEET
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DATE OF LEASE:
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September 13, 2005
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LANDLORD’S ADDRESS
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AMBAR, L.L.C.
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FOR RENT and NOTICES:
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In Care Of: Great Lakes Management
Co.
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1907 East Wayzata Boulevard,
Suite 110
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Wayzata, MN 55391
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(952) 476-0303 phone – (952) 476-0404
fax
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TENANT’S ADDRESS:
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STEN Corporation
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Suite 310
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10275 Wayzata Boulevard
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Minnetonka, MN 55305
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LEASE PREMISES:
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Approximately 1,142 rentable square feet,
as
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designated on Exhibit A.
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TERM:
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Three (3) years and two and one-half (2
½)
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months.
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SCHEDULED
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COMMENCEMENT DATE:
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October 15, 2005
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EXPIRATION DATE:
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December 31, 2008
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OPTION TO RENEW:
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One 3-year option to renew after
December 31, 2008, to then expire December 31,
2011.
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BASE RENT:
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Base Rent shall be due hereunder as
follows,
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based on 1,142 rsf:
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Period
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Base Rent prsf/Yr.
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Per Month
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From: 10/15/05 through 12/31/05
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Free Gross Rent
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$
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00
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From: 01/01/06 through 12/31/08
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$14.00 NNN = $15,988.00 =
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$
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1,332.33/mo
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Option Period:
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From: 01/01/09 through 12/31/11
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$16.00 NNN = $18,272.00 =
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$
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1,522.67/mo
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SECURITY DEPOSIT:
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Equal to 1 month of gross rent =
$2,460
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(1 mo base rent = $1,332 ÷ 1 mo real estate
taxes & CAM of $1,128 = $2,460)
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The information in this Data
Share and Exhibits A through D are incorporated in and made a part
of this lease agreement.
3
THIS OFFICE LEASE
(“Lease”), dated September 13,2005 is made and
entered into by and between AMBAR, LLC .
(“Landlord”) and STEN Corporation ,
(“Tenant”) upon the following terms and
conditions:
1.
PREMISES: Subject
to the terms and conditions of this Lease, Landlord leases to
Tenant, and Tenant rents from Landlord, the leased premises
commonly known as Minnetonka Executive Plaza located at 10275
Wayzata Boulevard, Minnetonka, Minnesota 55305 consisting of
approximately 1,142 square feet of Net Rentable Area as depicted on
Exhibit ”A” which is attached hereto and
incorporated by this reference, hereinafter referred to as the
“Premises”, Suite 310, in the building
(hereinafter referred to as the “Building”). The square
feet of Rentable Area shall be determined in accordance with
Industry and BOMA standards and shall be verified by the
Landlord’s architect after completion of construction of the
Tenant Improvements (defined below). Any adjustment to the square
feet of Rentable Area shall then be made based on the
architect’s determination. Landlord also hereby leases to
Tenant the non-exclusive right, in common with the other tenants of
the Building, and Landlord, its customers, agents, invitees,
licensees, suppliers, employees, guests, and visitors, to use all
“Common Areas” as hereinafter defined. The land upon
which the Building and the Leased Premises are a part is
hereinafter referred to as the “Property” including all
buildings and improvements and personal property of Landlord used
in connection with the operation or maintenance thereof located
therein and thereon and the appurtenant parking facilities are
hereinafter called the “Property”. The Property is
depicted on Exhibit ”B” which is attached hereto
and incorporated by this reference, and legally described on
Exhibit ”B-1” attached hereto and made a part
hereof by reference.
2.
TENANT
IMPROVEMENTS: Subject to the terms hereof, at Tenant’s cost
and expense and with no right of reimbursement from Landlord, other
than as provided for in this Lease, Tenant shall construct or cause
to be constructed all those certain improvements on Exhibit C
attached hereto and incorporated herein by reference (the
“Tenant Improvements”). Exhibit C shall also
consist of a space plan provided by the Tenant.
The construction of the Tenant
Improvements shall be completed in a good and workmanlike manner,
utilizing new and first grade materials, in conformity with all
applicable federal state, and local laws, ordinances, regulations
building codes, fire regulations, and applicable insurance
requirements.
3.
TERM: The
duration of the Lease shall be for a period of three (3) years
and two and one-half (2½%) months.
3.1.
The term of this
Lease shall commence October 15, 2005. Any entry by Tenant
prior to the Commencement Date shall be subject to all of the terms
and conditions of this Lease other than the obligation to pay Base
Rent and additional rent.
3.2.
Landlord may at
any time prepare a Supplement to this Lease confirming the
Commencement Date and the Rentable Area of the Premises. Tenant
shall execute and return such Supplement within ten (10) days
after submission unless Tenant gives written notice specifying in
reasonable detail Tenant’s objections thereto.
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3.3.
Fourteen (14)
days prior to the Scheduled Commencement Date, Landlord shall allow
Tenant to have reasonable access to the Premises, free of rent, for
the purpose of installing trade fixtures and furniture. Tenant
agrees to indemnify, defend and hold Landlord and its partners,
officers and employees and property manager harmless from and
against any claim, loss or expense arising out of injury, death or
property loss or damage occurring in the Premises, except only to
the extent caused by the negligent act or intentional misconduct of
Landlord or its partners, officers or employees or property
manager.
4.
BASE RENT: Tenant
shall pay as monthly “Base Rent” for the Premises
one-twelfth of the product of: (i) the Rental Rate set forth
in the Data Sheet, times (ii) the number of square feet of
Rentable Area of the Premises. The Base Rent shall be paid to
Landlord without notice or demand in lawful money of the United
States in monthly installments, in advance, on the first day of
each and every calendar month during the Term. If the initial or
final month of the Term of this Lease is less than a calendar
month, Base Rent for such partial month shall be prorated at the
rate of one-thirtieth of the monthly Base Rent for each day,
payable in advance. Tenant will pay said Base Rent, together with
Operating Costs and all other amounts due under this Lease, to
Landlord at Landlord’s Address set forth in the Data Sheet,
or to such other party or to such other address as Landlord may
designate from time to time by written notice to Tenant.
Tenant’s obligation to pay the Base Rent, Operating Costs and
other amounts due under this Lease is an independent covenant, and,
except as provided otherwise herein, shall not be subject to any
abatement, deduction, counterclaim, reduction, setoff or defense of
any kind whatsoever.
5.
CONTRIBUTION TO
OPERATING COSTS:
5.1.
Tenant shall, for
the entire Term of this Lease, and, except as provided otherwise
herein, without any abatement, set-off or deduction therefrom, pay
to Landlord as additional rent its Pro Rata Share, as hereinafter
defined, of all costs which Landlord may incur in maintaining and
operating the entire Property. Said costs shall be referred to
herein as “Operating Costs” and are hereby defined with
respect to any calendar year to include but not be limited to the
following costs incurred by Landlord in such calendar year with
respect to the Property: all real estate taxes and installments of
special assessments which shall accrue or become a lien against, or
are payable in respect of, any part of the Property during the Term
of this Lease; all other governmental impositions, including but
not limited to amounts payable under assessment agreements, gross
receipts taxes and taxes on rentals (other than income taxes)
relating to the Property; the costs of heat, cooling, utilities,
insurance (including but not limited to liability insurance and
fire and casualty insurance with rental abatement endorsement,
boiler and pressure vessel insurance, builders risk insurance, and
owners protective liability insurance), security, landscaping,
janitorial and cleaning services; all employment costs including
salaries, wages and fringe benefits; all management fees, including
expenses reimbursable to any manager and rental of property
management office; fees for professional services; charges under
maintenance and service contracts; all supplies purchased for use
in the Property; all maintenance and repair costs; any equipment
rental; depreciation of the cost of capital improvements made to
(i) reduce Operating Costs or limit increases therein, or
(ii) required by Landlord’s insurance carrier or
(iii) required by any law, rule, regulation or order of any
governmental or quasi-governmental authority having jurisdiction;
all costs, charges, and expenses incurred by Landlord in connection
with any change of any company providing electricity service,
including, without limitation, maintenance, repair, installation,
and service
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costs associated therewith;
and any and all other costs of operation, whether ordinary or
extraordinary.
Operating Costs shall not include
direct out-of-pocket costs of the following: leasing commissions
and costs of marketing; the cost of constructing leasehold
improvements; payments of principal and interest on any mortgages,
deeds of trust or other encumbrances upon the Property;
depreciation of the capital cost of the Property except as provided
above; the cost of any items for which Landlord is directly
reimbursed by insurance proceeds, condemnation awards, a tenant of
the Property or the like; wages, salaries or other compensation
paid to executive employees of Landlord or the property manager
ranking above the highest-ranking, on-site employee; costs
associated with the operation of the business of the entity which
constitutes Landlord, which costs are not directly related to
maintaining or operating the Property (by way of example, the
formation of the entity, internal accounting and legal matters,
including but not limited to preparation of tax returns and
financial statements and gathering of data therefor, costs of
defending any lawsuits related to maintaining or operating the
Property, costs of selling, syndicating, financing, mortgaging or
hypothecating any of Landlord’s interest in the Property, and
costs of any disputes between Landlord and its employees); any
expense representing an amount paid for products or services (other
than overall property management) to a person or entity related to
or affiliated with Landlord which is in excess of the fair market
value of such services and products; fees incurred in disputes with
tenants; costs of remediation of Hazardous Materials which are
(i) in or on the Property as of the date of this Lease and
which are classified as Hazardous Materials as of the date of this
Lease under laws in effect as of the date of this Lease, or
(ii) which are subsequently brought onto the Property by
Landlord or with the express consent of Landlord and which are on
the date of their introduction onto the Property classified as
Hazardous materials under laws in effect as of the date of such
introduction, excluding in the case of both (i) and
(ii) above, lawful use and disposition of reasonable
quantities of supplies used in the ordinary course of operation and
maintenance of like projects.
5.2.
As frequently
hereafter as Landlord shall deem appropriate, Landlord may give
Tenant notice of Landlord’s estimate of Operating Costs for
the then-current calendar year (“Estimated Operating
Costs”). Tenant shall pay on the first day of each calendar
month during the Term, as additional rent hereunder, one-twelfth
(or portion thereof for partial months) of Tenant’s Pro Rata
Share of Estimated Operating Costs.
5.3.
Tenant’s
“Pro Rata Share” is a fraction, the numerator of which
is the Rentable Area of the Premises, and the denominator of which
is the Rentable Area of all areas in the Property designated by
Landlord for lease, excluding separately leased storage and parking
areas. Landlord may reasonably redetermine Tenant’s Pro Rata
Share from time to time to reflect reconfiguration, additions or
modifications to the Building.
5.4.
Within a
reasonable time after the expiration of each calendar year,
Landlord shall submit to Tenant a statement
(“Landlord’s Statement”) setting forth the actual
Operating Costs of the Property for such calendar year
(“Actual Operating Costs”), (a) Tenant’s Pro
Rata Share of Actual Operating Costs, and (b) the aggregate of
Tenant’s payments of Estimated Operating Costs for such year.
Within thirty (30) days after the delivery of such statement
(including any statement delivered after the expiration or
termination of the Term of this Lease), the party in
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whose favor the difference,
if any, between (a) and (b) exists shall pay the amount
of such difference to the other; provided, however, that
overpayments by Tenant may at Landlord’s option be credited
against future payments of Estimated Operating Costs except with
respect to the last year of the Term.
Provided that Tenant is not then in
default beyond any applicable cure period of its obligations to pay
Base Rent, or any other payments required to be made by it under
this Lease and provided further that Tenant strictly complies with
the provisions of this Section 5.4, Tenant shall have the
right, once each calendar year, to reasonably review supporting
data for any portion of a Landlord’s Statement (provided,
however Tenant may not have an audit right to all documentation
relating to Building operations as this would far exceed the
relevant information necessary to properly document a pass through
billing statement, but real estate tax statements and information
on utilities, repairs, maintenance and insurance will be
available), in accordance with the following procedure:
(A)
Tenant shall,
within ten (10) business days after any such Landlord’s
Statement is delivered, deliver a written notice to Landlord
specifying the portions of the Landlord’s Statement that are
claimed to be incorrect, and Tenant shall simultaneously pay to
Landlord all amounts due from Tenant to Landlord as specified in
the Landlord’s Statement. Except as expressly set forth in
subsection (C) below, in no event shall Tenant be
entitled to withhold, deduct, or offset any monetary obligation of
Tenant to Landlord under the Lease (including, without limitation,
Tenant’s obligation to make all payments of Base Rent and all
payments of Tenant’s Pro Rata Share of Tax and Operating
Costs) pending the completion of and regardless of the results of
any review of record under this Section 5.4. The right of
Tenant under this Section 5.4 may only be exercised once per
calendar year for any Landlord’s Statement, and if Tenant
fails to meet any of the above conditions as a prerequisite to the
exercise of such right, the right of Tenant under this
Section 5.4 for a particular Landlord’s Statement shall
be deemed waived.
(B)
Tenant
acknowledges that Landlord maintains its records for the Building
at Landlord’s manager’s corporation offices presently
located at the address set forth in the Data Sheet and Tenant
agrees that any review of the records under this Section 5.4
shall be at the sole expense of Tenant and shall be conducted by an
independent firm of certified public accounts which will be engaged
by Tenant on a fee, not contingency basis. Tenant may exercise the
right to audit only during normal business hours, at
Landlord’s offices. Tenant acknowledges and agrees that any
records reviewed under this Section 5.4 constitute
confidential information of Landlord, which shall not be disclosed
to anyone other than the accountants performing the review and
principals of Tenant who receive the result of the review. The
disclosure of such information to any person, whether or not caused
by the conduct of Tenant shall constitute a material breach of this
Lease,
(C)
Any errors
disclosed by the review shall be promptly corrected by Landlord,
provided, however, that if Landlord disagrees with any such
claimed
7
errors, Landlord
shall have the right to cause another review to be made by an
independent firm of certified public accountants of national
standing. In the event of a disagreement between the two accounting
firms, the review that discloses the least amount of deviation from
the Landlord’s Statement shall be deemed to be correct. In
the event that the result of the review of records (taking into
account, if applicable, the result of any additional review caused
by Landlord) reveal that Tenant has overpaid obligations for a
preceding period the amount of such overpayment shall be credited
against Tenant’s subsequent installment obligations to pay
the estimated Tax and Operating Expense Adjustment. In the event
that such results shows that Tenant has underpaid its obligation
for a preceding period, Tenant shall be liable for Landlord’s
actual accounting fees, and the amount of such underpayment shall
be paid by Tenant to Landlord with the next succeeding installment
obligation of estimated Tax and Operating Costs.
5.5.
Landlord may at
its option by thirty (30) days written notice to Tenant Change its
accounting year hereunder from the calendar year to a fiscal year,
making such adjustments from the end of the last calendar year to
the commencement of the first full fiscal year as shall be
appropriate pursuant to generally accepted accounting principles.
Upon such change, references in this Section 5.5 to a calendar
year shall be deemed to be references to a fiscal year.
5.6.
When in the
reasonable determination of Landlord any service, including but not
limited to HVAC, electrical, janitorial and property management
service, is provided disproportionately either to the Premises or
to any other premises within the Property, then the Operating Cost
per square foot payable hereunder may be increased or reduced, as
the case may be, by Landlord’s determination of the increased
or reduced cost per square foot of such disproportionate service.
Other than the actual increase in utility costs for the
disproportionate service, as determined by Landlord, Landlord shall
not charge any fee for the disproportionate service. Tenant agrees
to pay for any additional HVAC and utility usage beyond the
Buildings normal hours of operation. A cost per hour fee for the
additional HVAC and utilities usage shall be determined by and
between the parties. The cost per hour fee shall be equal to an
amount to be determined based upon mechanical engineering estimates
and current market estimates for similar Class Buildings. In
the case of unoccupied space, those elements of Operating Costs
that increase with occupancy shall be adjusted upward to the amount
that would be incurred if the Project were fully occupied;
provided, however, in no event shall such adjustment permit
Landlord to collect from tenants in the Project as Operating Costs,
more than 100% of actual Operating Costs attributable to such
adjusted elements.
6.
USE OF PREMISES:
Tenant will use and occupy the Premises for purposes of conducting
the business of: General Office Use.
6.1.
Tenant will not
use or occupy the Premises for any unlawful purpose, and will
comply with all present and future laws, ordinances, regulations
and orders of all governmental units having jurisdiction over the
Premises. Tenant shall not cause or permit any unusual noise,
vibrations, odors or nuisance in or about the Premises. Landlord
disclaims any warranty that the Premises are suitable for
Tenant’s use and Tenant acknowledges that it has had a full
opportunity to make its own determination in this
regard.
8
6.2.
Tenant will not
conduct or permit to be conducted any activity, or place any
equipment in or about the Premises, which will in any way increase
the rate of fire insurance or other insurance on the Property; and
if any increase in the rate of fire insurance or other insurance is
stated by any insurance company or by the applicable Insurance
Rating Bureau to be due to activity or equipment of Tenant in or
about the Premises, such statement shall be conclusive evidence
that such increase in such rate is due to such activity or
equipment and, as a result thereof, Tenant shall be liable for such
increase and shall reimburse Landlord therefor and, further, shall
discontinue or cause the discontinuance of such conduct or shall
remove such equipment upon Landlord’s demand made at any time
thereafter.
6.3.
Tenant shall not
install, use, generate, store or dispose of in or about the
Premises any hazardous substance, toxic chemical, pollutant or
other material regulated by the Comprehensive Environmental
Response, Compensation and Liability Act of 1985 or the Minnesota
Environmental Response and Liability Act or any similar law or
regulation, including without limitation any material containing
asbestos, PCB, CFC or HCFC (collectively “Hazardous
Materials”) without Landlord’s written approval of each
Hazardous Material. Landlord shall not unreasonably withhold its
approval of use by Tenant of immaterial quantities of Hazardous
Materials customarily used in office business operations so long as
Tenant uses such Hazardous Materials in accordance with all
applicable laws. Tenant shall indemnify, defend and hold Landlord
harmless from and against any claim, damage or expense arising out
of Tenant’s installation, use, generation, storage, or
disposal of any Hazardous Materials, regardless of whether Landlord
has approved the activity.
6.4.
To the best of
Landlord knowledge, the Building is new construction and no
Hazardous Materials were utilized in the construction of the
Building.
6.5.
To the best of
Landlord knowledge, the Building was constructed in accordance with
the requirements imposed under the Americans with Disabilities Act
(ADA).
7.
ASSIGNMENT AND
SUBLETTING:
7.1.
Tenant will not
assign, transfer, mortgage or encumber this Lease or sublet or rent
or permit occupancy or use of the Premises, or any part thereof by
any third party; nor shall any assignment or transfer of this Lease
be effectuated by operation of law or otherwise, (any of the
foregoing being hereinafter referred to as an
“Assignment”) without in each such, case obtaining the
prior written consent of Landlord, which consent shall be subject
to Landlord s sole discretion. The consent by Landlord to any
Assignment shall not be construed as a waiver or release of Tenant
from the terms of any covenant or obligation under this Lease, nor
shall the collection or acceptance of rent from any transferee
under an Assignment constitute an acceptance of the Assignment or a
waiver or release of Tenant or any transferee of any covenant or
obligation contained in this Lease, nor shall any Assignment be
construed to relieve Tenant from the requirement of obtaining the
consent in writing of Landlord to any further
Assignment.
Landlord’s consent to a proposed
assignment or subletting shall not be unreasonably withheld; but,
in addition to any other ground for denial, Landlord’s
consent shall be deemed reasonably withheld if, in Landlord’s
good faith judgement: (i) the proposed assignee or subtenant
does not have the financial strength to perform its obligations
under this Lease or any proposed sublease;
9
(ii) the business and operations of the
proposed assignee or subtenant are not of comparable quality to the
business and operations being conducted by other tenants in the
Building; (iii) the proposed assignee or subtenant intends to
use any part of the Premises for a purpose not permitted under this
Lease; (iv) either the proposed assignee or subtenant, or any
person which directly or indirectly controls, is controlled by, or
is under common control with the proposed assignee or subtenant
occupies space in the Building, or is negotiating with Landlord to
lease space in the Building; (v) the proposed assignee or
subtenant is disreputable; or (vi) the use of the Premises or
the Building by the proposed assignee or subtenant would, in
Landlord’s reasonable judgement, impact the Building in a
negative manner including but not limited to significantly
increasing the pedestrian traffic in and out of the Building or
requiring any alterations to the Building to comply with applicable
laws; (vii) the subject space is not regular in shape with
appropriate means of ingress and egress suitable for normal renting
purposes; (viii) the transferee is a government (or agency or
instrumentality thereof) or (ix) Tenant has failed to cure a
default at the time Tenant requests consent to the proposed
Transfer.
7.2.
Notwithstanding
the foregoing, Tenant shall have the right to assign or sublet,
with Landlord’s consent, to a) any entity resulting from a
merger or consolidation with Tenant, b) any partnership succeeding
to the business and assets of Tenant, and c) any subsidiary or
Affiliate of Tenant. Affiliate means any person or entity that
controls is controlled by, or is under common control with Tenant
with “control” meaning ownership of fifty percent (50%)
or more of the voting interests in Tenant.
7.3.
If Tenant desires
at any time to make an Assignment, it shall first notify Landlord
of its desire to do so and shall submit in writing to Landlord
(i) the name of the proposed assignee, mortgagee, subtenant or
other transferee (any of the foregoing being hereinafter referred
to as an “Assignee”), (ii) the nature of the
proposed Assignee’s business to be carried on the Premises,
(iii) a copy of the proposed Assignment agreement and any
other agreements to be entered into concurrently with such
Assignment, including full disclosure of all financial terms, and
(iv) such financial information as Landlord may reasonably
request concerning the proposed Assignee. Tenant shall pay to
Landlord a reasonable fee for Landlord’s expenses, including
attorneys’ fees, in reviewing such proposed Assignment.
Neither the furnishing of such information nor the payment of such
fee shall limit any of Landlord’s rights or alternatives
under this Section.
7.4.
Upon any request
for Landlord’s consent under this Section, Landlord shall
have the option, to be exercised by giving written notice to Tenant
within fourteen (14) days after receipt by Landlord of the
information concerning such Assignment required by this Section, to
terminate this Lease as to the portion of the Premises for which
Tenant proposes an Assignment, effective as of the date Tenant
proposes the Assignment to take place. Upon termination of this
Lease as to such portion of the Premises, (i) the Base Rent
shall be reduced by the lesser of (x) the then-current Base Rent
per square foot of Rentable Area, multiplied by the number of
square feet of Rentable Area for which Tenant proposes an
Assignment and (y) the Base Rent stated in Tenant’s notice
under Section 7.3; (ii) Tenant’s Pro Rata Share
shall be reduced in proportion to the reduction of the Rentable
Area of the Premises; (iii) such portion of the Premises
shall, at Tenant’s expense, be a separately demised area
complying with all codes and with a reasonable and appropriate
entrance separate from the entrance for the remainder of the
Premises; (iv)
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Tenant shall at all times
provide non-exclusive use of any common facilities; and
(v) Landlord shall have the right to use such portion of the
Premises for any legal purpose compatible with a first class office
building, in its sole discretion, and the right to further assign
or sublease the portion of the Premises shall be subject to
Landlord’s election without the consent of Tenant. Upon
termination of this Lease as to all or any portion of the Premises,
any option to extend the term of this Lease with respect to such
portion of the Premises shall also terminate, whether or not such
options have been exercised. Non-exercise by Landlord of its rights
under this Section shall not limit any of Landlord’s
other rights and alternatives under this Section.
7.5.
Whether or not
Landlord has consented to the applicable Assignment, the amount by
which the income received by Tenant with respect to any Assignment
exceeds, in any month, the Base Rent and Operating Costs payable by
Tenant to Landlord, shall be payable by Tenant directly to
Landlord, as additional rent hereunder on or before the last day of
each such month. Tenant shall make full disclosure to Landlord of a
consideration paid or payable, agreements and other relevant
understandings with respect to any such Assignment.
8.
MAINTENANCE AND
REPAIRS: Without limitation of Landlord’s obligation to
provide routine janitorial services as set forth in Section 11
Tenant agrees to keep and maintain the Premises and the fixtures
and equipment therein in first class, properly, functioning, safe,
orderly and sanitary condition, will make all necessary
replacements thereto, will suffer no waste or injury thereto, and
will at the expiration or other termination of the Term of this
Lease, surrender the same with all improvements in the same order
and condition in which they were on the Commencement Date, or in
such better condition as they may hereafter be put, ordinary wear
and tear and casualty damage to the extent covered by insurance,
excepted. Landlord shall make all necessary repairs to the outer
walls, roof, downspouts, gutters and basic structural elements and
common areas of the Property. Landlord shall also make all
necessary repairs to the portions of the building systems
(plumbing, sewage, heating, air conditioning and electrical)
providing service jointly to the Premises and other portions of the
Property. Notwithstanding anything apparently to the contrary in
this Section, any cost of repairs or improvements to the Property,
to the Premises or to any common areas which are occasioned by the
negligence or the fault of Tenant, its officers, employees, agents
or invitees, and which arise out of the nature of Tenant’s
use and occupancy of the Premises or the installations of Tenant in
the Premises shall be paid for by Tenant, as additional rent
hereunder, immediately upon billing.
9.
ALTERATIONS;
SIGNS; EQUIPMENT; MOVING:
9.1.
Tenant will not
make or permit anyone to make any alterations, decorations,
additions or improvements, structural or otherwise, in or to the
Premises or the Property without the prior written consent of
Landlord. Landlord shall not unreasonably withhold consent to
Tenant’s interior decorations provided they comply with
Section 2 of this Lease. As a condition precedent to consent
of Landlord hereunder, Tenant agrees to obtain and deliver to
Landlord such security against mechanic’s liens, as Landlord
shall reasonably request. If any mechanic’
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