STANDARD LEASE AGREEMENT
THIS LEASE, made this 12th day of November, 1998, by and between THE PROTECTIVE
GROUP, INC., hereinafter referred to as "Landlord," and NET PERCEPTIONS, INC.,
hereinafter referred to as "Tenant."
WITNESSETH: In consideration of the mutual covenants contained herein the
parties agree as follows:
1. PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord, that
certain space (the "Premises") shown on the diagram attached hereto and marked
Exhibit A located on the 3rd floor of the office building presently known as the
7901 FLYING CLOUD DRIVE BUILDING (the "Building") located in the city of Eden
Prairie, County of Hennepin and State of Minnesota, said Premises to be used by
Tenant only as office space in which to carry on the business of computer
software development, marketing and sales. In addition to the foregoing
Premises, the Tenant shall have the non-exclusive right to use lavatory
facilities and all other common areas both indoor and outdoor in common with
Landlord and other tenants, occupants and visitors in the Building. The
Premises are leased "as is".
2. COMMON AREAS AND PARKING. Tenant agrees that the use of all corridors,
passageways, elevators, toilet rooms, unrestricted parking areas and landscaped
areas around the Building, by Tenant or Tenant's employees, visitors, or
invitees, shall be subject to the Building Rules and Regulations attached hereto
as Exhibit B and such additional rules and regulations as may from time to time
be made and uniformly applied to all tenants by Landlord for the safety, comfort
and convenience of the owners, occupants, tenants and invitees of the Building.
Tenant agrees that no awnings, curtains, drapes or shades shall be used upon the
Premises except as may be approved by Landlord.
In addition to the Premises, Tenant shall have the right of non-exclusive
use, in common with others, of (i) unrestricted automobile parking areas,
driveways and walkways, and (ii) loading facilities, freight elevators and other
facilities as may be constructed in the Building, all to be subject to the terms
and conditions of this Lease, including without limitation Exhibit B, and to all
such reasonable rules and regulations for the use thereof as prescribed from
time to time by Landlord.
Landlord and Tenant agree that Landlord will not be responsible for any
loss, theft or damage to vehicles, or the contents thereof parked or left in the
parking areas around the Building. Tenant agrees to so advise its employees,
visitors or invitees who may use such parking areas.
3. LEASEHOLD IMPROVEMENTS. Tenant shall promptly, and in a good and
workmanlike manner, finish the Premises as set forth in Exhibit C. All work
performed by Tenant shall conform to the Building Standards set forth in
Exhibits C and D. Landlord is under no obligation to make any structural or
other alterations, decoration, additions or improvements in or to the Premises.
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4. TERM OF LEASE. The Term of this Lease shall be sixty (60) months,
commencing on the first day of January, 1999 (the "Commencement Date"), and
terminating on the last day of December, 2003. Tenant shall surrender the
Premises to Landlord in the condition required by this Lease immediately on
termination of the Lease.
5. OPTION TO RENEW. Tenant shall have the option to renew the Lease for an
additional two (2) years based on the following terms and conditions:
a. Tenant shall give written notice to Landlord no later than June 1,
2003.
b. Tenant shall not be in default of the Lease at the time of said
notice.
c. Rent shall be Market Rent, (as defined below), for the Building, as
reasonably determined by Landlord, at the time of said notice and in
accordance with the procedure listed below.
"Market Rent" means the amount of cash (exclusive of Building operating
costs) which a landlord would receive annually by then renting the space in
question assuming the landlord to be a prudent person willing to lease but being
under no compulsion to do so, assuming the tenant to be a prudent person willing
to lease but being under no compulsion to do so, assuming a lease term equal to
the term in question, and assuming a lease containing the same terms and
provisions as those contained in this Lease.
DETERMINATION OF MARKET RENT Landlord shall initially determine the Market
Rent and shall thereupon give Tenant notice of the amount of such Market Rent
and the basis on which Landlord made its determination of that amount. Upon
receipt of that notice, Tenant shall pay such Market Rent unless such amount is
disputed pursuant to the provisions below.
DISAGREEMENT ON MARKET RENT
a. If Tenant does not agree with the Landlord's determination of Market
Rent, Tenant shall nevertheless pay to Landlord the amount set out in
the notice (if necessary) Landlord gives and Tenant shall give notice
to Landlord of that disagreement within ten (10) days of receipt of
that notice from Landlord.
b. If Tenant gives Landlord notice of disagreement, the parties shall
immediately refer the matter to an individual (the "Expert") mutually
acceptable to both, who shall be deemed to be acting as an expert and
not as an arbitrator. The Expert shall make a determination of Market
Rent as expeditiously as possible.
c. If the Market Rent as determined by the Expert is greater than the
Tenant has paid in accordance with Landlord's notice, Tenant shall
immediately pay to Landlord the difference and shall after that make
the payments of Market Rent as determined by the Expert. If the
Market Rate as determined by the Expert is less than Tenant has paid
in accordance with Landlord's notice, Landlord shall immediately pay
to Tenant the difference and Tenant shall after that make the payments
of Market Rent as determined by the Expert.
d. If the Market Rent as determined by the Expert is less than 95% of the
amount set out in Landlord's notice, Landlord shall bear the costs and
reasonable expenses of the Expert. If the
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Market Rent as determined by the Expert is 95% or more of the amount
set out in Landlord's notice, Tenant shall bear the costs and
reasonable expenses of the Expert.
e. In no event shall the Market Rent be less than the Base Rent being
paid at the time of the renewal.
6. DELIVERY OF POSSESSION. If, for any reason, Landlord cannot deliver
possession of the Premises on or before the Commencement Date, this Lease shall
not be void or voidable, nor shall Landlord be liable to Tenant for any loss or
damage resulting therefrom; provided, however, unless Landlord's inability to
deliver possession of the Premises is due to an act or omission of Tenant or its
agents, Tenant shall be entitled to reimbursement of rental costs incurred at
its present location for the late delivery period on a monthly basis and a full
abatement in Base Rent covering the period between the Commencement Date and
actual delivery of the Premises to Tenant.
7. BASE RENT. Tenant shall pay as "Base Rent" a total of
Two-Million-Four-Hundred-Nine-Thousand-Six-Hundred-Eighty and 40/lOOths DOLLARS
($2,409,680.40) for the Term of this Lease, payable as follows: $25,000.00 per
month for the first six months of the Lease Term, $39,438.58 per month for the
next eighteen (18) months of the Lease Term, and $43,049.69 for the remaining 36
months of the Lease Term. Each monthly installment is due on the first day of
each month in advance, commencing on the Commencement Date but subject to any
Credit Amount accrued under Exhibit C. Commencing with the monthly installment
for the seventh month of the Lease Term, in no event shall the Base Rent be less
than $39,438.58 per month.
8. ADDITIONAL RENT. In addition to the Base Rent, Tenant agrees for each year
subsequent to the Base Year to pay an additional rent ("Additional Rent") based
upon Tenant's proportional share of the excess of operating costs in each such
subsequent year over Landlord's operating costs in the Base Year. For purposes
of this Lease, the "Base Year" shall be 1999. Additional Rent will be payable in
equal monthly installments during each year based upon the cost increases for
such year, as estimated by Landlord, with an adjustment to be made at such time
as the actual operating costs for such year are determined. Operating Costs as
used herein shall be the Landlord's costs during each calendar year for real
estate taxes and special assessments, heat air conditioning and ventilation,
energy costs, elevator service, cleaning and janitorial services, security,
landscaping and care of grounds, supplies, maintenance, repairs, painting wall
and window washing, tools and equipment (which are not required to be
capitalized for Federal Income Tax purposes) labor, including all wages and
salaries and all Social Security and other taxes which may be levied upon such
wages and salaries, insurance and all other costs properly constituting direct
operating costs according to standard accounting practices including
administrative and management expense but not including depreciation of building
or equipment, interest, income taxes, costs of maintaining the Landlord's
corporate existence or any costs required to be capitalized for Federal Income
Tax purposes or any expenses listed hereinafter under "Exclusions to Operating
Costs". The proportionate share of Tenant shall be computed by multiplying the
excess of Operating Costs, if any, for the applicable subsequent year over the
operating costs for the Base Year by the ratio of the rentable area of the
Premises to the total rentable area of the Building, it being agreed that the
rentable area of the Premises is 23,086 square feet and the total rentable area
of the Building is 61,217 square feet.
Landlord shall, as soon as conveniently possible and in any event not later
than February 1st in
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each year, advise Tenant of the amount of Additional Rent and thereafter Tenant
shall pay the Additional Rent indicated, which Additional Rent shall apply to
the then current lease year, such new rates being applied to any months to which
the Base Rent shall then have been paid as well as the unexpired months of the
current lease year, the adjustment for the then expired months to be made at the
payment of the next succeeding monthly rental. Under no circumstances shall the
total monthly rental be less than the scheduled monthly Base Rent provided
herein.
Landlord shall keep separate books of account and records covering all
operating costs of the Building for at least three (3) years after the close of
each calendar year. Tenant and its duly authorized representative shall have
the right to audit and inspect Landlord's books and records relating to such
operating costs. Any such audit (a) shall be conducted at Landlord's
headquarters during regular business hours and upon five (5) business days
advance written notice to Landlord, and (b) shall not be conducted more than
once in any calendar year. If Tenant's inspection of such records shall
disclose that Tenant's aggregate monthly payments on account of such costs were
greater than Tenant's actual pro rata share thereof, Landlord shall, within
twenty (20) days after written notice thereof, refund any excess paid by Tenant
together with interest thereon at the Interest Rate.
EXCLUSIONS TO OPERATING COSTS
a. All costs incurred in connection with or directly related to the
original construction (as distinguished from operation, maintenance
and repair) of the Premises and/or Building or any expansion or
renovation thereof;
b. Depreciation; except to the extent of allowed amortized capital
expenses;
c. Financing and refinancing costs, interest on debt or amortization
payments on any mortgage or mortgages, and rental under any ground or
underlying leases or lease together with all costs incidental to the
items mentioned in this item c;
d. The cost of any repair to remedy damage caused by or resulting from
negligence of any other tenants in the Premises or Building, including
their agents, servants, employees or invitees, if and to the extent
Landlord recovers the cost thereof from such parties in excess of
costs and expenses of recovery incurred by Landlord;
e. Legal and other fees, leasing commissions, so-called "take-over" or
"buy-out" obligations, advertising expenses and other costs incurred
in connection with acquisition of the Building or the original
development or original leasing of the Premises of Building, or future
releasing of the Premises or Building, or disputes with tenants;
f. Costs incurred in renovating or otherwise improving or decorating or
redecorating space for tenants or other occupants in the Premises or
Building or vacant leasable space in the Premises or Building or costs
related thereto;
g. Any items not otherwise excluded to the extent Landlord is reimbursed
by insurance (or would have been reimbursed by insurance if Landlord
carried the insured required by this
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Lease) or otherwise compensated, including direct reimbursement by any
tenant, less the out-of-pocket cost of collection;
h. A bad debt loss, rent loss or reserves for bad debt or rent loss, or
any other reserve for anticipated future expenses;
i. The cost (or any amortization thereof) of any alternation, addition,
change, replacement, improvements, repair or other item which is a
capital expenditure, except such capital expenditures (including
equipment) which are required by a governmental authority or insurance
carrier or incurred to improve the operating efficiency or reduce the
cost of operating the Building;
j. Any item of cost which is includable in Operating Costs, but which
represents an amount paid to an affiliate of Landlord or an affiliate
of any partner or shareholder of Landlord, to the extent the same is
in excess of the fair market value of said item or service;
k. All interest or penalties incurred as a result of Landlord's failure
to pay any costs as the same will become due, except resulting from
the failure of Tenant to pay rent or other amounts due hereunder in a
timely manner;
l. Management fees in excess of a management fee of 6% of gross rents for
the Building;
m. Any and all costs associated with the operation of the business of the
entity which constitutes Landlord (excluding items will specifically
include, but not be limited to, 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 with any mortgagee, costs of
selling, syndicating, financing, mortgaging or hypothecating any of
the Landlord's interests in the Premises or Building, costs of any
disputes between Landlord and its employees, disputes between Landlord
and managers of the building or the Building, and disputes between
Landlord and tenants within the Premises or Building including,
without limitation, Tenant);
n. Any expense incurred as a direct result of the gross negligence of
Landlord, its agents, servants or employees or arising out of
Landlord's gross negligent failure to manage the Premises or the
Building consistently with the standards required by this Lease;
o. Any cost or expense incurred as a direct result of renovating,
painting, decorating, carpet shampooing, drapery cleaning or wall
washing with the rentable areas of the Premises or vacant areas or
utility work related to vacant or vacated space;
p. Environmental costs consisting of costs of removal and/or abatement of
hazardous or toxic substances, wastes or materials from or within the
Premises or Building (excluding the costs required for air
monitoring), fines, penalties, and liens, unless Tenant is responsible
for brining any such items onto the Premises, in which event Tenant
will pay the cost of removal;
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q. Land acquisition costs;
r. Depreciation of the original costs of constructing the common areas;
s. Costs of correcting defects in the construction of the Premises or the
material used in the construction of the Premises (including latent
defects in the Premises or the inadequacy of design of the Premises)
or in the Premises equipment or appurtenances thereto, except that for
the purposes of this section conditions (not occasioned by
construction defects) resulting from ordinary wear and tear and use
will not be deemed defects;
t. The wages, salaries, bonuses and benefits of all management personnel
above the administrative level of any on-site building manager and the
costs of preparation and handling of accounts receivable and accounts
payable; and
u. All costs and expenses incurred in connection with or required as a
result of construction necessary to bring restrooms, elevators,
corridor firewalls and entries in the Building into compliance with
applicable fire codes, building codes or the ADA. Notwithstanding the
foregoing, expenses for installation of automatic doors, restriping of
the parking lot, and installation of lever hardware on all common area
doors shall be included within "Operating Costs."
9. RESTRICTION ON USE OF PREMISES. Tenant shall not use or permit the Premises
or any part thereof to be used for any purposes other than those set forth
herein. Tenant shall neither permit on the Premises any act, sale or storage
that may be prohibited under standard forms of fire insurance policies nor use
the Premises for any such purpose. In addition, no use shall be made or
permitted to be made that shall result in (i) waste of the Premises, (ii) a
public or private nuisance that may disturb the quiet enjoyment of other tenants
in the building, (iii) improper, unlawful or objectionable generation of odors
on the Premises; or (iv) noises or vibrations that may disturb other tenants.
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 applicable 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. Tenant shall comply with all governmental regulations
and statutes affecting the Premises either now in force or hereafter enacted.
Tenant shall also comply with the Building Rules and Regulations attached hereto
as Exhibit B and with such other reasonable rules and regulations as may be
prescribed by Landlord from time to time.
To Landlord's actual knowledge, there are no Hazardous Materials
present in the Premises or
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Building and the Premises and Building are in compliance with all applicable
environmental and health laws.
10. ASSIGNMENT AND SUBLETTING.
10.1 Tenant shall not assign this Lease or sublet the Premises or any
part thereof without first obtaining the written consent of Landlord, which
consent shall not be unreasonably withheld or delayed. If Tenant shall desire
to assign this Lease or sublet the whole or any portion of the Premises, Tenant
shall, not later than thirty (30) days prior to the proposed effective date of
the assignment or sublease, submit to Landlord a written request ("Tenant's
Transfer Notice") specifying the name and address of, and type of business and
proposed use of the Premises by, the proposed assignee or subtenant, the terms
and conditions of the proposed assignment or subletting, and all financial
information available to Tenant with respect to said proposed party. If
Landlord does not deny consent in writing setting forth a detailed statement of
the reasons for the denial of consent within ten (10) days after Landlord's
receipt of Tenant's Transfer Notice, Landlord shall be deemed to have consented
to such assignment or subletting.
10.2 Notwithstanding anything to the contrary contained in this Lease,
Tenant shall have the right, without Landlord's consent or approval, to enter
into an assignment or transfer of this Lease, or a sublease of the Premises for
any use which is not inconsistent with the Building to (a) any corporation or
entity which is owned by or closely affiliated with Tenant; or (b) any
subsidiary of Tenant or Tenant's parent corporation; or (c) any corporation or
entity which shall acquire all or substantially all of the stock or all or
substantially all of the assets of Tenant as a result of a consolidation, merger
or sale or Tenant's business.
11. SERVICES; MAINTENANCE; RIGHT OF ENTRY. Landlord will furnish such heat, air
conditioning, electricity and general janitor or cleaning services as shall be
reasonably necessary to the comfortable use or occupancy of the Premises during
normal business hours, Sundays and holidays excepted, upon the condition that
the Landlord shall not be liable for damages for failure to do so due to causes
beyond its reasonable control. Landlord agrees to furnish all electricity
required by Tenant in the normal conduct of business activities on the premises,
but Landlord shall be entitled to renew the proposal of Tenant to add any
equipment requiring large electrical power supplies, and to charge Tenant for
the additional cost of the increased electrical service, if Landlord deems the
necessity therefore to be reasonable.
Landlord shall be responsible for making all routine repairs and for
performing routine maintenance to the Premises. Tenant shall permit Landlord and
its agents to enter the Premises at all reasonable times to inspect the
Premises; clean windows; perform other janitorial services; maintain the
Building and Premises; make repairs, alterations or additions to the Premises or
any portion of the Building, including the erection of scaffolding, props or
other mechanical devices; and to post notices of nonliability for alterations,
additions, or repairs, without any rebate of rent to Tenant or damages for any
loss of occupation or quiet enjoyment of the premises. Landlord shall make
repairs/enter the Premises so as to cause the least disruption possible to
Tenant's business, always with prior notice except in the event of an emergency.
Landlord and its agents may at any time within one hundred-twenty (120) days
prior to the expiration of this Lease enter on the Premises at reasonable hours
and exhibit same to prospective tenants.
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12. CARE OF THE PREMISES; ALTERATIONS. Tenant has inspected the Premises, and
acknowledges that the Premises are now in a tenantable and good condition.
Tenant shall take reasonable care of the Premises and shall not alter, repair or
change the Premises without the written consent of Landlord, which consent may
be withheld by Landlord in its sole discretion, except that Tenant shall be
allowed to make nonmaterial, nonstructural alterations to the Premises without
Landlord's consent. Except as provided under Exhibit C, all alterations,
improvements and changes that Tenant may desire shall be done either by or under
the direction of the Landlord, but at the expense of Tenant and shall become the
property of Landlord, and remain on the Premises, except at the option of the
Landlord, and Tenant shall, at Tenant's expense, remove from the Premises all
personal property when surrendering the Premises. All damage or injury done to
the Premises by Tenant or by any person who may be in or on the Premises with
the consent of Tenant shall be paid for by Tenant. Tenant shall at the
termination of this Lease, surrender the Premises to Landlord in as good
condition and repair as reasonable and proper use thereof will permit, ordinary
wear and tear excepted.
13. MECHANIC'S LIEN. In the event any mechanic's lien shall at any time be
filed against the Premises or any part of the Building by reason of work, labor,
services or materials performed or furnished to Tenant or to anyone holding the
Premises through or under Tenant, Tenant shall have the right to contest such
mechanic's lien by bonding over such lien or cause the lien to be discharged of
record. If Tenant shall fail to cause such lien forthwith to be discharged
within twenty-five (25) days after being notified of the filing thereof, or such
lien is not properly bonded, then, in addition to any other right or remedy of
Landlord, Landlord may, but shall not be obligated to, discharge the same by
paying the amount claimed to be due, or by bonding, and the amount so paid by
Landlord and all costs and expenses, including reasonable attorney's fees
incurred by Landlord in procuring the discharge of such lien, shall be due and
payable in full by Tenant to Landlord on demand.
14. INDEMNIFICATIONS. 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 to the extent caused by the
negligent act or intentional misconduct of Landlord or its partners, officers or
employees or property manager. Landlord agrees to indemnify, defend and hold
Tenant and its partners, officers and employees harmless from and against any
claim, loss or expense arising out of injury, death or property loss or damage
occurring in the common areas of the Building, except to the extent caused by
the negligent act or intentional misconduct of Tenant or its partners, officers
or employees.
15. LIABILITY OF LANDLORD. Notwithstanding anything apparently to the
contrary in this Lease, Landlord and its partners, officers and employees and
property manager shall not be liable to Tenant, and Tenant hereby releases
such parties from all damage, compensation or claims from any cause other
than the intentional misconduct or negligence of Landlord or its partners,
officers or employees or property manager arising from: loss or damage to
personal property or trade fixtures in the Premises including but not limited
to books, records, files, computer equipment, computer data, money,
securities, negotiable instruments or other papers; lost business or other
consequential damage arising out of interruption in the use of the Premises;
and any criminal act by any person other than Landlord or its partners,
officers or employees.
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16. WAIVER OF SUBROGATION RIGHTS. Notwithstanding anything apparently to the
contrary in this Lease, Landlord and Tenant hereby release one another and their
respective partners, officers and employees and property manager from any and
all liability (to the other or anyone claiming through or under them by way of
subrogation or otherwise) for any loss or damage covered by property insurance
or coverable by a customary policy of insurance required by this Lease, even if
such loss or damage shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be responsible. It is the
intention and agreement of Landlord and Tenant that the rentals reserved by this
Lease have been fixed in contemplation that each party shall fully provide its
own property insurance protection at his own expense, and that each party shall
look at its respective property insurance carrier for reimbursement of any such
loss, and further, that the insurance carriers involved shall not be entitled to
subrogation under any circumstances against any party to this Lease. Neither
Landlord nor Tenant shall have any interest or claim in the other's insurance
policy or policies, or the proceeds thereof unless specifically covered therein
as a joint insured.
17. INSURANCE. Tenant agrees to purchase in advance and to carry in full force
and effect throughout the Term of this Lease the following insurance:
a. "All risk" property insurance covering the full replacement value of
all of Tenant's leasehold improvements, trade fixtures and personal
property within the Premises.
b. Comprehensive general public liability insurance covering all acts
of Tenant, its employees, agents, representatives or guests on or
about the Premises, containing a contractual liability endorsement,
in a combined single limit amount of not less that $1,000,000.00 and
written on an "occurrence" basis.
All such policies shall name Landlord as an additional insured and contain a
clause requiring the insurer to provide Landlord with thirty (30) days written
notice prior to cancellation of the policy. If at any time Tenant allows said
insurance to lapse, Landlord shall have the right to place said insurance on
behalf of Tenant and immediately ▇▇▇▇ Tenant for the amount of the insurance
premium, which amount shall constitute Additional Rent under this Lease.
With the exception of any intentional misconduct or negligence on the part
of Landlord, its employees, and its agents, Tenant shall be responsible for the
security and safeguarding of the Premises and all property kept, stored or
maintained in the Premises. Landlord will make available to Tenant, at Tenant's
request, the plans and specifications for construction of the Building and the
Premises. Tenant represents that it is satisfied that the construction of the
Building and Premises, including the floors, walls, windows, doors and means of
access thereto are suitable for the particular needs of Tenant's business.
Tenant further represents that it is satisfied with the security of said
Building and Premises for the protection of any property which may be owned,
held, stored or otherwise caused or permitted by Tenant to be upon the Premises.
The placement and sufficiency of all safes, vaults, cash or security drawers,
cabinets or the like placed upon the Premises by Tenant shall be at the sole
responsibility and risk of Tenant. Tenant shall maintain in force throughout the
Term, insurance upon all contents of the Premises, including that owned by
others and Tenant's equipment and any alterations, additions, fixtures, or
improvements in the Premises acknowledged by Landlord to be the Tenant's.
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Landlord agrees to purchase in advance and to carry in full force and
effect throughout the Term of this Lease the following insurance:
a. "All risk" property insurance coverage on the Building, exclusive of
Tenant's leasehold improvements, in such amount as Landlord deems
prudent.
b. Comprehensive general public liability insurance covering the
Building, in a combined single limit amount of not less that
$2,000,000.00 and written on an "occurrence" basis.
18. DAMAGE BY FIRE OR OTHER CAUSES AND REPAIR. It is agreed between Landlord
and Tenant that if, during the Term of this Lease, the Premises shall be injured
or destroyed by fire or the elements, or through any other cause, so as to
render the Premises unfit for occupancy, or make it impossible to conduct the
business of Tenant thereon, and the Premises cannot be repaired with reasonable
diligence within sixty (60) days from the happening of such injury, then either
party may by written notice to the other terminate this Lease and the Term
herein demised from the date of such damage or destruction, and Tenant shall
immediately surrender the Premises and all interest therein to Landlord, and
Tenant shall pay rent only to the time of such surrender. If the Premises can
reasonably be restored within sixty (60) days from the happening of the injury
thereto, and Landlord within fifteen (15) days from the occurrence of such
injury elects in writing to so repair or restore the Premises within said sixty
(60) days, then this Lease shall not end or terminate on account of such injury
by fire or otherwise, and the Base Rent and Additional Rent shall continue to
accrue after the injury and during the process of repair and up to the time when
the repair shall be completed, except that Tenant shall during such time pay
only a pro rata portion of such rent apportioned to the portion of the Premises
which may be actually occupied during such repairing. If, however, the Premises
shall be so slightly injured by any cause aforesaid as not to be rendered unfit
for occupancy then Landlord shall repair same with reasonable promptness and in
that case the rent shall not cease or be abated during such repairing. Unless
this Lease is terminated as provided herein above, all improvements or
betterments placed by Tenant on the Premises shall be repaired and replaced by
Tenant at its own expense and not at the expense of Landlord.
19. CONDEMNATION. A condemnation of a material portion of the Building, parking
lot (e.g. Tenant's employees are unable to park) or any portion of the Premises
shall result in a termination of this Lease as of the date the condemning
authority takes possession thereof. All future rent installments to be paid by
Tenant under this Lease shall be paid up to the effective date of termination.
Landlord shall receive the total of any amount awarded as damages as a result of
condemnation proceedings. Tenant shall retain any separate award made for
relocation and other benefits provided to it under state and federal law.
20. ABANDONING PREMISES OR PERSONAL PROPERTY. Tenant shall not vacate or
abandon the Premises at any time during the Term of this Lease, but if Tenant
does vacate or abandon the Premises or is dispossessed by process of law, any
personal property belonging to Tenant and left on the Premises shall be deemed
abandoned at the option of Landlord and shall become the property of Landlord.
21. BREACH OR DEFAULT. Tenant shall have breached this Lease and shall be
considered in default hereunder if (i) Tenant makes an assignment of this Lease
or subleases all or any part of the
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Premises, except as provided pursuant to Section 10 of this Lease, (ii) Tenant
fails to pay any rent when due and does not make the delinquency good within ten
(10) days after receipt of written notice thereof from Landlord, (iii) Tenant
fails to perform or comply with any of the other covenants or conditions of this
Lease and such failure continues for a period of thirty (30) days after receipt
of written notice thereof from Landlord, (iv) Tenant shall file or have filed
against it or any guarantor of this Lease any bankruptcy or other creditor's
action or make an assignment for the benefit of creditors, except that Tenant
shall have a sixty (60) day cure period to dismiss any involuntary bankruptcy
proceedings, or (v) Tenant fails more than three (3) times in any calendar year
during the Term of this Lease to pay when due any installment of rent or other
payment required to be made by Tenant hereunder (the fourth such failure
constituting a non-curable default for which no notice from Landlord shall be
required).
22. EFFECT OF BREACH. In the event of a breach of this Lease by Tenant as set
forth above, Landlord shall have the following rights:
a. Landlord shall have the right to terminate this Lease, as well as
all of the right, title and interest of Tenant hereunder, by giving
to Tenant written notice of termination. On expiration of the time
fixed in the notice, this Lease and the right, title, and interest
of Tenant hereunder shall terminate in the same manner and with the
same force and effect, except as to Tenant's liability, as if the
date fixed in the notice of cancellation and termination were the
end of the Term herein originally specified. Neither the passage of
time after the occurrence of the breach nor the exercise by Landlord
of any other remedy with regard to such breach shall limit
Landlord's rights under this section.
b. Landlord may enter the Premises for the purpose of correcting or
remedying any such default and to remain until the default has been
corrected or remedied, but any expenditure for the correction by
Landlord shall not be deemed to waive or release Tenant's default or
Landlord's right to take any action which may otherwise be
permissible hereunder in the case of any default.
c. Whether or not Landlord elects to terminate this Lease, Landlord may
re-enter and repossess the Premises immediately and remove the
property and personnel of Tenant, and store the property in a public
warehouse or at a place selected by Landlord, at the expense of
Tenant. After re-entry Landlord may terminate this Lease by giving
written notice of termination to Tenant. Without said notice,
re-entry will not terminate the lease. On termination, Landlord may
recover from Tenant all damages proximately resulting from the
breach, including the cost of recovering the Premises.
From time to time after re-entry and repossession of the Premises,
whether or not this Lease has been terminated, Landlord may relet the
Premises or any part thereof for any term and at such rent and upon such
terms as Landlord may choose. Landlord may, but shall not be obligated to,
make alterations and repairs to the Premises. Any rent received from any
such reletting shall be applied against Tenant's obligations hereunder, but
Landlord shall not be responsible or liable for any failure to collect any
rent due upon any such reletting. Landlord may at any time after a reletting
terminate the Lease for the breach on which Landlord has based the re-entry
and subsequently relet the Premises.
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No termination of this Lease or repossession of the Premises by Landlord
pursuant to this section or otherwise shall relieve Tenant of its liabilities
and obligations under this Lease, all of which shall survive any such
termination or repossession. In the event of any such termination or
repossession, whether or not the Premises shall have been relet, Tenant shall
pay to Landlord the Base Rent and other sums and charges to be paid by Tenant up
to the time of such termination or repossession, and thereafter Tenant, until
the end of what would have been the Term in the absence of such termination or
repossession, shall pay to Landlord, as and for liquidated and agreed current
damages for Tenants default the equivalent of the amount of the Base Rent and
such other sums and charges which would be payable under this Lease by Tenant if
this Lease were still in effect, less the net proceeds, if any, of any reletting
effected pursuant to the provisions of this section after deducting all of
Landlord's expenses in connection with such reletting, including, without
limitation, all repossession costs, brokerage and management commissions,
operating expenses, legal expenses, attorneys' fees, alteration costs, and
reasonable expenses of preparation for such reletting. Tenant shall pay such
current damages to Landlord monthly on the days on which the Base Rent would
have been payable under this Lease if this Lease were still in effect, and
Landlord shall be entitled to recover the same from Tenant on each such day. At
any time after such termination or repossession, whether or not Landlord shall
have collected any current damages as aforesaid, Landlord shall be entitled to
recover from Tenant, and Tenant shall pay to Landlord on demand, as and for
liquidated and agreed final damages for Tenant's default, an amount equal to the
then present value of the excess of the Base Rent and other sums or charges
reserved under this Lease from the day of such termination or repossession for
what would be the then unexpired term if the same had remained in effect, over
the amount of rent Tenant demonstrates that Landlord could in all likelihood
actually collect for the Premises for the same period, said present value to be
arrived at on the basis of a discount of four percent (4%) per annum.
23. DISPUTES AND ATTORNEY'S FEES. In the event either party shall bring any
action or proceeding to enforce its rights under this Lease, in addition to any
relief granted in such action or proceeding, the non-prevailing party shall pay
to the prevailing party all reasonable attorneys' fees and out-of-pocket
expenses incurred in such action or proceeding.
24. LATE PAYMENT; REMEDIES OF LANDLORD CUMULATIVE. If any installment of rent
or any other charge payable hereunder is not paid by Tenant when due, the unpaid
balance due Landlord shall bear interest at the Interest Rate from the due date
thereof until paid, and such interest shall constitute additional rent hereunder
which shall be immediately due and payable. The "Interest Rate" as used herein
shall mean the lesser of twelve percent (12%) or the maximum rate permitted by
law. Further, in the event Tenant fails to pay any installment of rent or other
charge hereunder as and when such installment or charge is due, Tenant shall pay
to Landlord on demand a late charge of $200.00 and failure to pay such late
charge within ten (10) days after demand therefor shall be a default hereunder.
The provision for such late charge is to defray the cost to Landlord of handling
delinquent payments and shall be in addition to, not in lieu of, accrued
interest as provided above and any and all of Landlord's other rights and
remedies hereunder or at law, and shall not be construed as liquidated damages
or as limiting Landlord's remedies in any manner.
The remedies herein given to Landlord shall be cumulative and the exercise
of any one remedy by Landlord shall not be to the exclusion of any other remedy.
Failure of Landlord to assert any or all of its
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rights under this Lease in the event of breach of any condition hereof by Tenant
shall not be construed to be a waiver of Landlord's rights hereunder in the
event of any other breach hereof.
25. SUBORDINATION.
a. Subordination. This Lease is and shall be subject and subordinate
in all respects to all mortgages now or hereafter encumbering the
Building and to all renewals, modifications, supplements,
consolidations and replacements thereof; provided however, the
foregoing subordination of this Lease shall be effective only if the
mortgage, or a separate instrument signed by the holder of the
mortgage, provides that Tenant's possession of the Premises shall
not be disturbed upon any foreclosure of the mortgage so long as
Tenant is not in default under this Lease. However, a holder of
any mortgage may elect to subordinate, in whole or in part, by an
instrument in form and substance satisfactory to the holder, the
mortgage to this Lease.
b. Attornment. Subject to subsection "c" below, if the interest of
Landlord is transferred to any person (herein called "Purchaser"),
whether by reason of foreclosure or other proceedings for
enforcement of a mortgage, or by delivery of a deed in lieu of such
foreclosure or other proceedings, Tenant shall immediately and
automatically attorn to Purchaser.
c. Nondisturbance. No attornment under subsection "b" above, shall be
effective unless (and until):
1. the holder of the mortgage has subordinated, in whole or in
part, the mortgage to this Lease, or
2. Purchaser delivers to Tenant a written undertaking, in a
form satisfactory to Tenant, binding upon Purchaser and
enforceable by and for the benefit of Tenant under
applicable law, that this Lease and Tenant's rights
hereunder shall continue undisturbed while Tenant is not in
default despite such enforcement proceedings and transfer.
d. Effect of Attornment. Upon attornment under subsection "b" above,
this Lease shall continue in full force and effect as a direct lease
between Purchaser and Tenant, upon all of the same terms, conditions
and covenants as are set forth in this Lease except that, after such
attornment, Purchaser shall not be:
1. subject to any offsets or defenses which Tenant might have
against Landlord, or
2. bound by any prepayment by Tenant of more than one month's
installment of Rent, or by any previous modification of this
Lease, unless such prepayment or modification shall have
been approved in writing by any
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mortgagee of Landlord's interest in the Building, by
Purchase or by any predecessor in interest except Landlord,
or
3. subject to the obligations of Landlord hereunder except
during the period of Purchaser's ownership of the Building.
26. COVENANT OF QUIET ENJOYMENT. Landlord covenants that it has the right to
make this Lease for the term aforesaid and covenants that if Tenant shall pay
the rent and perform all of the covenants, terms and conditions of this Lease to
be performed by Tenant, Tenant shall, during the Term hereby created, freely,
peaceably and quietly occupy and enjoy the full possession of the Premises. The
term "Landlord" as used in this Lease shall mean solely the owner of the
Building and underlying land, or in the case of a sale-leaseback, the lessee of
the underlying land, at the relevant time. In the event of the sale of the
Building or the transfer of the title thereto, upon notification to Tenant,
Landlord shall be relieved of all of the covenants and obligations created by
this Lease, except as to breaches thereof occurring prior to such sale or
transfer, and such sale or transfer shall automatically result in the purchaser
or transferee assuming and agreeing to carry out all of the covenants and
obligations of Landlord herein from and after such sale or transfer. The
liability of the original Landlord and any successor Landlord under this Lease
is limited to its interest in the Building.
27. NO REPRESENTATIONS BY LANDLORD. Neither Landlord nor any agent or employee
of Landlord has made any representations or promises with respect to the
Premises or the Building except as herein expressly set forth, and no right,
privileges, easements or licenses are acquired by Tenant except as herein
expressly set forth. No exhibit attached to this Lease nor any other materials
provided by Landlord shall constitute a warranty or agreement as to the
configuration of the Building or the occupants thereof. Landlord reserves the
right from time to time to modify the Building, including common areas,
appurtenances and rentable areas, without in any case reducing the obligations
of Tenant hereunder provided, however, that such modifications to the Building
and common areas shall not materially diminish Tenant's use and enjoyment
thereof. Tenant has no right to light or air over any premises adjoining the
Building. Tenant, by taking possession of the Premises, shall accept the same
"as is" except as expressly provided in this Lease and such taking of possession
shall be conclusive evidence that the Premises and the Building are in good and
satisfactory condition at the time of such taking of possessions. In addition to
and without limitation of the immediately preceding sentence, Tenant agrees that
it is leasing the Premises on an "AS IS', "WHERE IS" and "WITH ALL FAULTS"
basis, based upon its own judgment, and hereby disclaims any reliance upon any
statement or representation whatsoever made by Landlord or Landlord's agent.
LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE PREMISES, THE BUILDING OR ANY
PART THEREOF, EXPRESS OR IMPLIED, AND LANDLORD SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY
LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY
TO USE THE PREMISES, THE BUILDING OR ANY PART THEREOF. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD REPRESENTS AND WARRANTS THAT
AS OF THE COMMENCEMENT DATE THE PREMISES AND BUILDING AND THEIR USE AND
OCCUPANCY COMPLY IN ALL RESPECTS WITH THE AMERICANS WITH DISABILITIES ACT
("ADA") AND THE APPLICABLE PROVISIONS OF THE MINNESOTA HUMAN RIGHTS ACT OR THAT
A PLAN HAS BEEN IMPLEMENTED TO ENSURE COMPLIANCE WITH SUCH
14
PROVISIONS AT NO ADDITIONAL COST OR EXPENSE TO TENANT. LANDLORD SHALL DEFEND,
INDEMNIFY, AND HOLD TENANT HARMLESS FROM AND AGAINST ALL LOSS, DAMAGE, INJURY,
EXPENSE AND PENALTIES ARISING FROM OR IN CONNECTION WITH LANDLORD'S FAILURE TO
SO COMPLY. ANY FUTURE MODIFICATIONS TO THE BUILDING OR PREMISES THAT MAY BE
REQUIRED IN ORDER TO COMPLY WITH THE ADA OR MINNESOTA HUMAN RIGHTS ACT SHALL BE
THE SOLE EXPENSE OF LANDLORD.
28. HOLDING OVER. If Tenant holds possession of the Premises after the Term of
this Lease, Tenant shall, at Landlord's option, become a 'Tenant from
month-to-month on terms herein specified, but at a monthly gross rental of one
hundred-fifty percent (150%) of monthly Base Rent per month plus any operating
cost escalator as herein provided payable monthly in advance on the first day of
each month and Tenant shall continue to be a month-to-month tenant until the
tenancy shall be terminated by Landlord, or until Tenant has given to Landlord a
written notice at least one month prior to the date of termination of the
monthly tenancy of Tenant's intention to terminate the tenancy.
29. NOTICE. Where notice is required to be given by either Landlord or Tenant
such notice shall be in writing and shall be hand delivered or sent by
registered or certified first class mail, postage prepaid, (i) if to Landlord at
the office of Landlord C/O The ▇'▇▇▇▇▇ Real Estate Group, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) if to Tenant, at the
Premises, unless notice of a change of address is given in accordance with the
provisions hereof.
30. ESTOPPEL CERTIFICATES. Each party hereto agrees that at any time, and from
time to time during the term of this Lease (but not more often than twice in
each calendar year), within twenty (20) days after request by the other party
hereto, it will execute, acknowledge and deliver to such other party or to any
prospective purchaser, assignee or mortgagee designated by such other party, an
estoppel certificate in a form mutually acceptable to Landlord and Tenant.
31. BROKERAGE. Each of the parties represents and warrants that there are no
claims for brokerage commissions or finder's fees in connection with this Lease
Agreement except for The ▇'▇▇▇▇▇ Real Estate Group which is representing
Landlord and paid by Landlord, and Frauenshuh Companies which is representing
Tenant and paid by The ▇'▇▇▇▇▇ Real Estate Group on the following basis: The
▇'▇▇▇▇▇ Real Estate Group and Frauenshuh shall split the leasing commission of
$4.50 per rentable square foot on an equal (50-50) basis. Fifty percent (50%)
of said commission shall be paid within ten (10) days of the full execution of
this Lease and fifty percent (50%) of said commission shall be paid within ten
(10) days of the Commencement Date. Furthermore, each of the parties agrees to
indemnify the other against, and hold it harmless from, all liabilities arising
from any other brokerage claims arising through the indemnifying party,
including without limitation, the cost of attorney" fees in connection
therewith.
32. DEPOSIT. Tenant has deposited with Landlord the sum of $70,000.00 (due at
Lease execution). Said sum shall be held in accordance with Minnesota law as
security for the faithful performance by Tenant of all of the terms, covenants,
and conditions of this Lease to be kept and performed by Tenant. The deposit may
be applied by Landlord to any default or nonpayment by Tenant. If Tenant shall
fully and faithfully perform every provision of this Lease to be performed by
it, a portion of the security deposit, $30,561.42, shall be applied to the
nineteenth rent installment of the Lease Term, and the balance of the security
deposit shall be returned to Tenant within five (5) days of the termination of
this Lease.
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33. MISCELLANEOUS.
a. This is a Minnesota contract and shall be construed according to the
laws of Minnesota.
b. The captions in this Lease are for convenience only and are not a
part of this Lease.
c. If more than one person or entity shall sign this Lease as Tenant,
the obligations set forth herein shall be deemed joint and several
obligations of each such party.
d. Time is of the essence.
e. The provisions of this Lease which relate to periods subsequent to
the expiration of the Term shall survive expiration.
f. If any provision of this Lease is invalid or unenforceable to any
extent, then such provision and the remainder of this Lease shall
continue in effect and be enforceable to the fullest extent
permitted by law.
g. This Lease contains the entire agreement of the parties hereto with
respect to the Premises and Building. This Lease may be modified
only by a writing executed and delivered by both parties
h. Nothing contained in this Lease shall be deemed or construed to
create a partnership or joint venture of or between Landlord and
Tenant, or to create any other relationship between the parties
other than that of landlord and tenant.
i. This Lease shall be binding upon and inure to the benefit of the
parties hereto and, subject to the restrictions and limitations
herein contained, their respective heirs, successors and assigns.
j. The parties hereto agree that the addendums set forth in Exhibits A,
B and C and such other addendums as may be attached hereto, shall
become a part of this Lease.
34. SIGNAGE. In addition to having signage in the Building's tenant directory,
located in the main lobby of the Building, and signage outside Tenant's suite
entrance (all subject to Landlord's reasonable approval), Tenant shall have the
right, at Tenant's sole expense, to install signage on the outside of the
Building and the Building's sign monument in the same locations as the signage
for the last occupant of the Premises prior to this Lease, subject to approval
by the City of Eden Prairie and Landlord's reasonable approval. Upon the
termination of this Lease, Tenant shall be responsible for the removal of said
signage, and returning the Building and monument to their original condition (as
of the time said signage is installed). Any damage to the Building or the
monument resulting from the installation and/or removal of said signage shall be
the responsibility of Tenant.
35. MOVING ALLOWANCE. Tenant shall receive a moving allowance of $17,315.00
from
16
Landlord. Said allowance shall be paid to Tenant within ten (10) days of the
Commencement Date.
36. INDOOR PARKING. Tenant shall have the right to use three indoor parking
stalls at no additional rent to Tenant throughout the entire Lease Term.
37. PUBLIC AREA IMPROVEMENTS. Landlord agrees to improve the Building's public
corridors and lobbies by replacing the existing carpeting, wallcovering and
finishes with new carpeting, wallcovering and finishes. Landlord agrees to
allow Tenant to have input on the selection of the color scheme for said
improvements. Landlord agrees to make said improvements to the second and third
floors of the Building by February 28, 1999, and to the first floor of the
Building by August 1, 1999.
38. BUILDING'S PARKING LOT. Landlord agrees to repair and maintain the
Building's parking lots during the Lease Term. Landlord agrees to sealcoat and
restripe the Building's parking lots and repaint parking lot lighting fixtures
by July 1, 1999. In addition, Landlord agrees to remove the drive through
lanes adjacent to the parking lot during 1999.
39. PAINTING THE EXTERIOR OF THE BUILDING. Landlord agrees to repaint the
exterior of the Building and the monument sign prior to August 1, 1999, using
the same color, or another color requested by Tenant which is acceptable to
Landlord.
40. CLEANING OF WINDOWS. Landlord agrees to clean the exterior and interior of
all windows in the Premises no less than two (2) times during each calendar
year.
41. RIGHT OF FIRST OFFER. Landlord shall give Tenant written notice of the
availability of any space ("Offer Space") in the Building whenever the Offer
Space first becomes available to Landlord for releasing after expiration or
earlier termination of the existing lease for such Offer Space. The notice
shall set out the Landlord's determination of rent for such Offer Space. Tenant
shall have the right to lease the Offer Space upon terms and conditions mutually
acceptable to Landlord and Tenant provided that:
a. Tenant is not in default under this Lease at the time such option is
exercised and at the time such option is to commence; and
b. Tenant delivers to Landlord written notice exercising its rights to
lease the Offer Space within fifteen (15) days of receipt of
Landlord's notice of availability of such Offer Space.
The foregoing rights shall be subject to any other rights of a similar
nature for any tenant in the Building which is in existence as of the date of
this Agreement.
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IN WITNESS WHEREOF, This Lease has been duly executed by the parties hereto on
the day and year first written above.
TENANT LANDLORD
NET PERCEPTIONS, INC. THE PROTECTIVE GROUP, INC.
By By
------------------------ ----------------------------
Its Its
------------------------ ----------------------------
18
EXHIBIT "A"
PREMISES FLOOR PLAN
See attached floor plan, numbered as page 19A
19
EXHIBIT "B"
BUILDING RULES AND REGULATIONS
NO SMOKING IN PUBLIC AREAS OF THE BUILDING: The Building is a "smoke free"
building in all areas of the Building except for space leased by tenants.
Tenants shall not smoke in any non-tenant leased area of the building.
OBSTRUCTIONS: Tenants shall not obstruct sidewalks, entries, halls or stairways
nor use the same for any purpose other than for ingress and egress to and from
their respective premises.
SIGNS: No sign, advertisement of notice shall be placed or painted on any
part of the outside or inside of the Building or leased premises except on
doors and directory boards and then only m such location, size, color, style
and material as shall be designated by Landlord; and Landlord reserves the
right to remove all other at the expense of tenants.
DOGS AND OTHER ANIMALS: Tenants shall not bring or harbor any dogs or other
animals in or about the Building.
SAFES: All metal safes shall be moved in and out of the Building as designated
by Landlord and Landlord shall at all times have the right to prescribe the
weight and position thereof in the leased premises.
FURNITURE AND BULKY ARTICLES: All furniture, boxes and other bulky articles
belonging to tenants shall be carried in and out of the Building and moved from
place to place therein at the times and in the manner prescribed by Landlord.
PASS KEYS: Landlord shall have the right to keep pass keys to all leased
premises and to use the same to enter such premises in any emergency for
inspection.
DISTURBANCE OF TENANTS: No tenant or his employees or visitors shall disturb
other tenants by the use of musical instruments, radios, sound systems, unseemly
noises or other means and annoyances.
TELEGRAPH AND TELEPHONE CONNECTIONS: Landlord shall have the right to direct all
electric wiring and cabling in the Building for telegraph, telephone and other
purposes and tenants shall not do or permit any boring or cutting for such
purposes except with the consent and direction of Landlord.
DEFACEMENT OF WALLS AND WOODWORK: Tenants shall not allow spikes, hooks, nails,
screws or tacks to be driven into woodwork of leased premises and nothing shall
be allowed to be attached to walls or woodwork except with the permission and
under the direction of Landlord.
LOCKS AND KEYS: Tenants shall not place additional locks on any of the doors in
said Building and shall have no additional keys made except as shall be
furnished by Landlord upon request.
20
REMOVAL OF FURNITURE AND FIXTURES: Tenants shall remove any and all furniture,
fixtures and goods whenever requested to do so by Landlord for purposes of
repairs.
21
EXHIBIT "C"
LEASEHOLD IMPROVEMENTS
Subject to a construction plan approved and executed by Landlord and Tenant,
Tenants representative will provide the leasehold improvements per said
construction plan (attached hereto as Exhibit "D" and incorporated herein by
reference) at the Tenant's expense. If any revision or supplement to such plans
or outline specifications are deemed necessary by Landlord, those revisions and
supplements shall be submitted to Tenant for approval. The amounts paid by
Tenant construct such leasehold improvements ("Credit Amount") shall be credited
towards Tenant's obligation to pay Base Rent and Additional Rent under the Lease
commencing on the Commencement Date and continuing until such time that the
Credit Amount is exhausted. Landlord and Tenant agree the Credit Amount will
not exceed $230,000. In the event the leasehold improvement costs are less than
$230,000, the Credit Amount will be reduced to the actual leasehold improvement
costs. Tenant will bear any costs of leasehold improvements in excess of
$230,000.
22
EXHIBIT "D"
CONSTRUCTION DOCUMENTS
23