THIS LEASE is made as of December 15 , 2003, by and between VADNAIS HEIGHTS INVESTMENT COMPANY , a Minnesota general partnership, MCH CAPITAL, LLC , a Minnesota limited liability company, ROBERT TIPLER and RICHARD K. MATHEWS (collectively, “Lessor”), and ANGEION CORPORATION , a Minnesota corporation and MEDICAL GRAPHICS CORPORATION , a Minnesota corporation (collectively, “Tenant”).
Lessor and Tenant are parties to that certain Lease with an original date of March 6, 1985, as amended by eight (8) written amendments and one (1) Renewal of Lease dated December 21, 2001 (collectively, the “Original Lease”) regarding certain real property located at 350 Oakgrove Parkway, Vadnais Heights, Minnesota with a building consisting of approximately 52,254 sq. ft (the “Premises”). The Premises includes without limitation the exterior portion of the real property, specifically including the parking lot and all exterior landscaped areas of the real property.
The term of the Original Lease will expire as of June 30, 2004 and Lessor and Tenant desire to enter into this Lease regarding Tenant’s continued occupancy of the Premises.
NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Tenant agree as follows:
1. Term . The term of this Lease (“Term”) shall be five (5) years, commencing on July 1 , 2004, and terminating on June 30, 2009.
3. Use of Premises . Tenant may use the Premises for any lawful use. Tenant agrees that Lessor shall have no liability or obligation to make any alterations, improvements or repairs of any kind on or about the Premises or the building or buildings of which they are a part, or the equipment, fixtures, plumbing, appliances, or machinery in, upon, or serving same, or the streets, alleys, areas, area-ways, or passages adjoining or appurtenant thereto, except as specifically set forth in this Lease.
4. Rent . Tenant agrees to pay Lessor rent in the annual amounts set forth in this Section 4, which shall be payable in monthly installments, payable in advance on the first day of each and every month for and during the full term of this Lease, at the office of Lessor.
5. Tenant to Maintain and Surrender Premises in Good Order . Tenant also covenants and agrees that Tenant will, at its own expense, (a) keep the Premises and the equipment, plumbing, drains, fixtures, appliances, and machinery in, upon, serving, or appurtenant to the Premises, in good repair and in good sanitary condition during the Term, (b) replace promptly any and all glass broken in or about the Premises with glass of the same quality; (c) make no alterations in or additions to the Premises, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned; (d) not use or permit anything upon said premises that will increase the rate of insurance thereon, or anything that may be dangerous to life or limb; (e) not in any manner deface or injure the Premises, or any part thereof, or overload the floors, or do or permit anything to be done upon the Premises or in the passageways, alleys, areas, area-ways, sidewalks, or streets adjacent thereto, that will amount to or create a nuisance; (f) not use the Premises or permit the same or any part thereof to be used for lodging or sleeping purposes, or for any purpose contrary to the laws, ordinances or regulations of the United States of America or the State of Minnesota, or the City of Vadnais Heights or of any rules or regulations of the City of Vadnais Heights, or of any boards or officers of said city; and (g) return the Premises peaceably and promptly to Lessor at the end of the
Term, or at any previous termination thereof, in as good condition as they are now in or may hereafter be put in, loss by casualty and ordinary wear excepted.
6. Ice, Snow and Utilities . Tenant further covenants and agrees to keep the sidewalks bordering on the Premises (where the leased space borders upon a sidewalk or passageway) at all times free from ice and snow and other obstructions, and to neither waste nor misuse water, electricity, gas, steam, or any other utilities or agencies which are or may be furnished by Lessor, and to promptly pay all rates, costs and charges for the same, except as to such, if any, as Lessor has specifically agreed herein to furnish free of charge.
7. Signs . Tenant shall not erect or permit to be erected on the Premises, any signs on the exterior of the Premises or buildings without the written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned, nor place or permit to be placed in any portion of any of the Premises any weight or weights in excess of the reasonable or safe carrying capacity of the structure. Notwithstanding the foregoing sentence, Lessor hereby consents to Tenant’s signage currently on the Premises and/or the building.
8. Condition of Premises; Release of Lessor . Subject to (a) Lessor’s obligation to complete Lessor’s Work as described in Section 25 of this Lease and (b) the terms and conditions of Section 11 of this Lease, Tenant (1) acknowledges the receipt of the Premises in good and sanitary condition, and in good repair; (2) agrees that Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises, and the equipment, plumbing, drains, fixtures, appliances, and machinery therein, were at the time of taking possession thereof in good, clean, sanitary, and tenantable condition, and in all respects satisfactory and acceptable to Tenant, and in the condition in which they were represented to Tenant to be and agreed to be put in by Lessor; and (3) releases Lessor from any and all claims arising from any defect in the condition of the Premises, or the equipment, fixtures, or appliances in or serving the Premises, and the building or buildings of which they are a part, and the streets, alleys, areas, area-ways, passages, or sidewalks adjoining or appurtenant thereto.
9. Subleasing . Tenant agrees that Tenant will not sublet the Premises, or any part thereof, and will not assign this Lease or any interest therein, nor permit this Lease to become transferred by operation of law or otherwise, and that no act or acts will be done or suffered whereby the same may be or become sublet or assigned in whole or in part, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. Lessor’s consent shall be required as to each and every case of underleasing or assignment, as they shall from time to time occur or be desired, and that nothing whatever shall be held to be a waiver of or to supersede the necessity of such endorsement. Notwithstanding the foregoing, Tenant shall have the right, without Lessor’s consent, to assign Tenant’s interest in this Lease as a result of any of the following, provided that the financial condition of the assignee shall be equal to or better than Tenant’s financial condition immediately before the assignment: (i) any merger, consolidation or other reorganization of Tenant’s corporate existence; (ii) the sale or transfer of any of the stock of Tenant; or (iii) any change in the form of Tenant’s legal organization under applicable state law (individually and collectively, “Tenant’s Restructuring”) . Tenant agrees to provide Landlord with copies of any and all necessary documents evidencing Tenant’s Restructuring and any such assignment within thirty (30) days following the effective date of such Tenant’s Restructuring assignment.
10. Bankruptcy . Any assignment, sale in bankruptcy, or insolvency of Tenant may, at the option of Lessor, be considered an assignment within the meaning of this Lease and as a breach of the covenants hereof.
11. Liability of Lessor and Tenant . Tenant further agrees that Lessor shall not be liable for any damage, either to person or persons or property or the loss of property sustained by Tenant, or by any other person or persons due to the Premises or the buildings of which the Premises are a part, or the equipment, fixtures, appliances, or machinery in or upon the same, or the halls, passages, areas, area-ways, and sidewalks or streets adjoining or appurtenant to the same being or becoming out of repair or defective, or due to the happening of any accident, or due to any act or neglect of Tenant, or any tenant or occupant of said building, or of any other person, persons or corporations (other than Lessor and Lessor’s officers, directors, employees, managers, contractors and/or invitees), or by the bursting of pipes, or by the use or misuse of any instrumentality or agency in or connected with the Premises
or the building of which it is a part, or occasioned by any nuisance made or suffered thereon or therein, unless such damage results from the gross negligence or intentional act or omission of Lessor and/or Lessor’s officers, directors, employees, managers, contractors and/or invitees.
12. Liability of Lessor and Tenant . Tenant assumes all liability and obligation on account of all damages on account of the matters and things above referred to, and agrees to save Lessor harmless thereon and therefrom, and to indemnify Lessor on account thereof, except for liability and/or obligation which results from the gross negligence or intentional act or omission of Lessor and/or Lessor’s officers, directors, employees, managers, contractors and/or invitees. This provision shall apply especially, but not exclusively, to damage caused by water, snow, rain, hail, backing up of water mains, or sewers, frost, steam, sewage, illuminating gas, sewer gas, or odors, electricity and electric current, and by the bursting, stoppage, or leaking of pipes or radiators, plumbing, sinks, and fixtures in or about the Pre