Exhibit 10.7
GREATAMERICA BUILDING
LEASE AGREEMENT
This LEASE AGREEMENT, made as of this _______ day of ___________________, 2001,
between 3001 L.L.C. ("Landlord"), and Quad City Bank and Trust Company
("Tenant").
WITNESSETH, THAT
1. PREMISES: Landlord, subject to the terms and conditions hereof, hereby
leases to Tenant certain premises ("Premises") as designated on the floor
plan attached hereto as Exhibit A, containing approximately 1,649 square
feet of Rentable Area on the 1st floor and 6,220 square feet of Rentable
Area on the 2nd floor, all located in the building at 625 First Street, S.E
block., Cedar Rapids, Iowa ("Building"), which Building contains
approximately 140,484 square feet of Rentable Area. The square footage of
the Premises has been calculated by Landlord's architect in accordance with
the Standard Method For Measuring Floor Area In Office Buildings (ANSI/BOMA
Z65.1-1996) The Building, the land underlying and contiguous thereto and
all improvements thereon are hereinafter referred to as the project
("Project").
2.1 TERM: Tenant takes the Premises from Landlord, upon the terms and
conditions herein contained for a term ("Term") commencing on the date upon
which the latest of the following events shall have occurred:
A) Landlord's obligations under Section 7H of this Lease are complete,
subject only to Punch List Items;
B) Landlord has obtained a Certificate of Occupancy (permanent or
temporary) for the Premises; and
C) Landlord's Architect has delivered to Tenant a written certificate
that such conditions for Substantial Completion of the Leasehold
Improvements have been met, subject only to a list of Punch List
Items. Punch List Items ("Punch List Items") means details of
construction, decoration and mechanical adjustment as to the base
building work or the Leasehold Improvements which are minor in
character and do not materially interfere with Tenant's use of the
Premises.
Unless extended as provided for below, the Term shall expire on the
last day of the sixtieth full calendar month following the
Commencement Date.
2.2. RENEWAL OPTION: Tenant shall have the right to renew this Lease for Two
Five (5)-year periods. This option may only be exercised by written notice
to Landlord delivered no later than One (1) year prior to the expiration of
the Term.
3. MONTHLY BASE RENT: Tenant agrees to pay to Landlord during the Term a
monthly Base Rent (the "Base Rent") equal to one-twelfth of the annual
rental rate of $12.50 per square foot of Rentable Area payable on the first
day of each month in advance, without deduction or setoff of any kind, to
Landlord and delivered to Landlord's managing agent, Ryan Properties, Inc.,
700 International Centre, 900 Second Avenue South, Minneapolis, Minnesota
55402, or at such other place as may from time to time be designated by
Landlord.
Base Rent during each extended Term (if applicable) shall be the greater of
1)market rent ("Market Rent") or 2)the base rent being paid at the end of
the existing term.
"Market Rent" means the monthly base rent that a landlord would receive if
it were then to rent comparable premises, taking into consideration the
then condition of the premises and normal concessions for a comparably
sized tenant, including construction allowances, rent abatements and other
concessions and financial terms.
4. USE: Tenant shall use the Premises only as a full service banking facility
and shall not use the Premises for any other use or purpose without the
prior written consent of Landlord.
5. OPERATING COSTS: Tenant shall, for the entire Term, pay to Landlord as an
item of additional rent, without any setoff or deduction therefrom, its
Proportionate Share of costs ("Operating Costs") which Landlord may incur
in owning, maintaining and operating the Project during each calendar year
of the Term. "Proportionate Share" is defined as the decimal equivalent of
a fraction, the numerator of which is the Rentable Area of the Premises,
and the denominator of which is the Rentable Area of the Building. For
calendar year 2001, the Operating Cost estimate is $8.40 per Rentable Area.
"Operating Costs" are defined to include all expenses and costs (but not
specific costs which are separately billed to and paid by individual
tenants) of every kind and nature which the Landlord shall pay or become
obligated to pay because of or in connection with the ownership and
operation of the Project and supporting facilities of the Project,
including but not limited to all real estate taxes and annual installments
of special or other assessments payable with respect to the Project, and
all other taxes, service payments in lieu of taxes, excises, levies, fees
or charges, general and special, ordinary and extraordinary, of any kind,
which are assessed, levied, charged, confirmed or imposed by any public
authority upon the Project, its operations or rent provided for in this
Lease; contest of any such taxes, including attorney's fees; management
fees, insurance premiums, utility costs, janitorial costs, security costs,
costs of wages, maintenance costs (relating to the Project and adjacent
land including sidewalks, skyways, landscaping and parking or service
areas, common areas, service contracts, equipment and supplies) and all
other costs of any nature whatsoever which for federal tax purposes may be
expensed rather than capitalized, but exclusive only of leasing
commissions, depreciation, costs of leasehold improvements and payments of
principal and interest on any mortgages, deeds of trusts, or other security
devices covering the Project. Operating Costs shall also include the yearly
amortization of capital costs incurred by the Landlord for improvements or
structural repairs to the Project required to comply with any change in the
laws, rules or regulations of any governmental authority having
jurisdiction, or for purposes of reducing Operating Costs, which costs
shall be amortized over the useful life of such improvements or repairs, as
reasonably estimated by the Landlord or by the managing agent for Landlord.
As soon as reasonably practicable prior to the commencement of each
calendar year during the Term, Landlord shall furnish to Tenant an estimate
of Operating Costs for the ensuing calendar year and Tenant's Proportionate
Share thereof. Tenant shall pay, as additional rent hereunder together with
each installment of Base Rent, one-twelfth (1/12th) of its estimated annual
Proportionate Share of Operating Costs. No later than Ninety (90) days
after the end of each calendar year during the Term, Landlord shall furnish
to Tenant a statement of the actual Operating Costs for the previous
calendar year, including Tenant's Proportionate Share of Operating Costs,
and within thirty (30) days thereafter Tenant shall pay to Landlord, or
Landlord shall credit to the next rent payments due Landlord from Tenant,
as the case may be, any difference between the actual Operating Costs and
the estimated Operating Costs paid by Tenant. Tenant's Proportionate Share
of Operating Costs for the years in which this Lease commences and
terminates shall be prorated by multiplying the actual Operating Costs by a
fraction the numerator of which is the number of days of that year in the
Term and the denominator of which is 365. Notwithstanding any other
provision herein to the contrary, it is agreed that in the event the
Project is not fully occupied at any time during the Term, an adjustment
shall be made in computing the Operating Costs for such year so that the
Operating Costs shall be computed for such year as though the Project had
been fully occupied during such year (including, for real estate tax
purposes, as if fully occupied and assessed as a completed Project).
For a period of one year following Tenant's receipt of Landlord's statement
of actual Operating Costs, Landlord shall keep available for Tenant's
inspection copies of all supporting statements relating to Operating Costs.
During this period Tenant may audit Landlord's Operating Costs records upon
reasonable notice to Landlord. The audit must be performed during regular
business hours in the offices where Landlord maintains its accounting
records. Within ten (10) business days after the date of the audit, Tenant
will provide Landlord a copy of the audit. Tenant shall not have the right
to audit while in default. No subtenant will have the right to audit under
this provision. An assignee, approved by Landlord, may have the right to
audit as provided herein, however, such right shall only apply to the
assignee's term of occupancy in the Premises pursuant to the Lease. In the
event a discrepancy of seven percent (7%) or more is found in favor of
Tenant, Landlord shall pay the cost of such audit.
6. ADDITIONAL TAXES: Tenant shall pay as additional rent to Landlord, together
with each installment of Base Rent, the amount of any gross receipts tax,
sales tax or similar tax, or any tax imposed in lieu of real property taxes
(but excluding therefrom any income tax), or arising out of ownership,
payable or which will be payable by Landlord, by reason of the receipt of
the Base Rent and adjustments thereto.
7. OBLIGATIONS OF LANDLORD: So long as Tenant shall perform each and every
covenant to be performed by Tenant hereunder, Landlord agrees that Tenant
shall quietly enjoy the Premises in accord with the provisions hereof and
that Landlord shall:
A) Furnish heat and air conditioning to provide an environment that in
Landlord's reasonable judgment is comfortable for occupancy of the
Premises under normal business operations and in accordance with any
applicable regulations daily from 8:00 A.M. to 6:00 P.M. (Saturdays
after 1:00 P.M., Sundays and holidays excepted). If heat generating
machines or equipment are used in the Premises which affect the
temperature otherwise maintained by the air conditioning system,
Landlord, at the request of Tenant, shall install supplementary air
conditioning equipment in the Premises, if such installation is deemed
practical in the sole judgment of Landlord, and the cost of any such
equipment, together with the cost of installation, operation and
maintenance thereof (including all utility costs incurred in
connection therewith) shall be paid by Tenant to Landlord as
additional rent, together with each monthly installment of Base Rent,
at such rates as are determined by Landlord. Any such equipment will
be owned by Landlord.
B) Provide passenger elevator service in common with others at all times.
C) Provide janitorial service in and about the Premises (Saturdays,
Sundays and holidays excepted). Additional janitorial services will be
a direct expense billable to Tenant. Landlord will reduce Tenant's
Operating Cost share if Tenant contracts for its own janitorial
services. All charges, additions, or deletions shall be provided in
advance upon a thirty (30) day written request from Tenant to
Landlord.
D) Keep the foundations, the exterior walls and the roof of the Building
in good repair, ordinary wear and tear excepted; provided, however, if
the need for such repairs is directly or indirectly attributable to or
results from any activity being conducted within the Premises, Tenant
agrees to reimburse Landlord for all costs and expenses incurred by
Landlord with respect to such repairs. Landlord shall commence any
repairs it is required to do hereunder as soon as reasonably
practicable after receiving written notice from Tenant of the
necessity for such repairs, but in no event shall Landlord be required
to make any other repairs. Landlord's obligations hereunder shall be
subject to the provisions of Sections 9 and 10.
E) Provide water for drinking, lavatory and toilet purposes drawn through
fixtures installed by Landlord at such points of supply provided for
general use of other tenants in the Building.
F) Provide interior window covering of a venetian or similar blind for
exterior windows as part of the Tenant's Leasehold Improvements.
Tenant, at its own expense, and with Landlord's prior written consent
may install drapes or other window coverings to the inside of said
blinds (and if installed shall maintain them in an attractive and safe
condition); provided, however, in the sole discretion of Landlord they
are in harmony with the exterior and interior appearance of the
Building and create no safety or fire hazard.
G) Furnish Tenant with Twenty (20) keys or access cards for each corridor
door entering the Premises, and additional keys or access cards at a
charge by Landlord on an order signed by Tenant. All such keys or
access cards shall remain the property of Landlord. Except as provided
in Subparagraph (J) below no additional locks shall be allowed on any
door of the Premises without Landlord's written consent, and Tenant
shall not make or permit to be made any duplicate keys, except those
furnished by Landlord. Upon termination of this Lease, Tenant shall
surrender to Landlord at the address then provided for the payment of
rent all access cards and keys to the Premises, and give to Landlord
the combination of all locks for safes, safe cabinets and vault doors,
if any, in the Premises.
H) Make and install or provide for the installation of Tenant's leasehold
improvements in accordance with the plans and specifications, terms
and conditions set forth in Exhibit B. Except as specifically provided
for in this Lease, Landlord shall have no obligation to repair,
improve, redecorate or remodel the Premises after occupancy.
Without limiting the obligations of Landlord pursuant to the materials
attached as Exhibit B, Landlord shall, in a good and workmanlike
manner, perform or cause to be performed the work and installation
contemplated by the final plans, including any work and installation
reasonably inferable therefrom and the obtaining of all necessary
permits and approvals from applicable governmental and
quasi-governmental authorities (such work and installation,
"Landlord's Work"). Landlord shall notify Tenant when Tenant's
Leasehold Improvements have been substantially completed, and Tenant
shall thereafter promptly inspect the Premises and furnish to Landlord
a statement that the Premises have been completed subject to certain
enumerated items (the "Punch List"). All items on the Punch List shall
be completed in a diligent manner after the date of Substantial
Completion.
Landlord shall permit Tenant and/or its agents, representatives or
employees to enter the Premises prior to the Commencement Date for any
purpose consistent with the terms of this Lease. Landlord shall assign
to Tenant any warranties relating to those portions or elements of the
Premises for which Tenant is responsible for repair and maintenance
hereunder.
Landlord's obligation under this Section shall not exceed Twenty-Five
Dollars ($25.00) per square foot of Rentable Area. Any cost in excess
of $25.00 per square foot Rentable Area shall be the obligation of
Tenant.
It is understood that Landlord does not warrant that any of the
services and utilities referred to above will be free from
interruption from causes beyond the reasonable control of Landlord.
Such interruption of service or utilities shall never be deemed an
eviction or disturbance of Tenant's use and possession of the Premises
or any part thereof or render Landlord liable to Tenant for damages by
abatement of rent or otherwise or relieve Tenant from performance of
Tenant's obligations under this Lease.
I) Landlord and Tenant agree to enter into a separate agreement allowing
Tenant to install necessary communications and security equipment on
the rooftop of the Building.
J) Landlord shall allow Tenant to install, maintain and repair additional
security devices, including locks and card access in the Premises as
long as those additions are kept within the Building's master system
and upon advance written notice to the Landlord. Any default of
Tenant's obligations under such agreement shall be considered a
default under the terms of this Lease.
K) Landlord shall provide adequate exterior space for Tenant's signage,
which signage shall be approved by Landlord and maintained by Tenant.
Tenant and Landlord agree to work in a good faith effort with
Landlord's Architect to design such signage to be in keeping with the
first class quality of the Building.
L) Landlord and Tenant shall enter into a separate agreement allowing for
the installation of an ATM in the south Building parking lot and a
Night Depository with 24-hour access in the first floor interior
common area space that is architecturally compatible with the Building
and in a location approved by the Landlord. Any default of Tenant's
obligations under such agreement shall be considered a default under
the terms of this Lease.
8. COVENANTS OF TENANT: Tenant agrees that it shall:
A) Observe such governmental ordinances, laws and regulations and such
rules and regulations as from time to time may be put in effect by
Landlord, or Landlord's designated managing agent, for the general
safety, comfort and convenience of Landlord, occupants and tenants of
the Project, including, without limitation, Project signage and
graphics standards, use of designated common areas and other Project
areas, security measures and similar matters.
B) Give Landlord and Landlord's managing agent access to the Premises at
any time during emergencies and at all reasonable times and
accompanied by representative of Tenant, without charge or diminution
of rent, to enable Landlord to examine or exhibit the same and to make
such inspections, repairs, additions and alterations as Landlord deems
necessary or may be required to make hereunder.
C) Keep the Premises in good order and condition. Tenant shall be
responsible for payment of all costs incurred by Landlord in replacing
all interior broken glass with glass of the same quality, save only
glass broken by All Risk insurance coverage; and Tenant shall commit
no waste on the Premises.
D) Pay for all replacement electric lamps and ballasts used in the
Premises.
E) Upon the termination of this Lease in any manner whatsoever, remove
Tenant's goods and effects and those of any other person claiming
under Tenant, and quit and deliver up the Premises to Landlord
peaceably and quietly in as good order and condition as the same are
in at the commencement of the Term or thereafter were put in by
Landlord or Tenant, reasonable use and wear excepted. Goods and
effects not removed by Tenant at the termination of this Lease,
however terminated, shall be considered abandoned, and Landlord may
dispose of the same as it deems expedient at Tenant's expense. Tenant
shall be responsible for payment of all costs incurred by Landlord for
any restoration of the Premises needed by virtue of the removal of
Tenant's goods and effects whether removed by Tenant or Landlord.
F) Not assign this Lease, unless assigned to a financial affiliate of
Tenant, or sublet all or any part of the Premises voluntarily,
involuntarily or by operation of law, or through change in the
ownership of Tenant if Tenant is a corporation or a partnership,
without first obtaining Landlord's written consent thereto. Landlord's
consent will not be unreasonably withheld provided that (i) the
occupancy of any such assignee or sublessee is not inconsistent with
the character of the Building; (ii) such assignee or sublessee shall
assume in writing the performance of the covenants and obligations of
Tenant hereunder; (iii) a fully executed copy of any such assignment
or sublease shall be immediately delivered to Landlord but the making
of such assignment or sublease shall not be deemed to release Tenant
from the payment and performance of any of its obligations under this
Lease; (iv) Tenant shall promptly disclose and pay to Landlord as
additional rent hereunder any rent or other payments pursuant to any
sublease which exceed the amounts payable hereunder and any other
consideration paid, or to be paid, by reason of the assignment or
sublease; and (v) such assignment or subletting is approved by any
mortgagee holding a mortgage covering the Premises which reserves such
right unto the mortgagee. Notwithstanding the foregoing, if Tenant
wishes to assign this Lease or sublet all or any part of the Premises
to a named third party, Tenant shall first offer, in writing, to
assign or sublet (as the case may be) to Landlord on the same terms
and conditions and for the same Base Rent and additional rent as
provided in this Lease. Any such offer by Tenant shall be deemed to
have been rejected by Landlord unless within ten (10) days from
receipt thereof, Landlord delivers to Tenant written notice of
acceptance of Tenant's offer.
G) Not place signs on or about the Premises or the Project without first
obtaining Landlord's written consent thereto.
H) Not overload, damage or deface the Premises or the Project or do any
act which may make void or voidable any insurance on the Premises or
the Project, or which may render an increased or extra premium payable
for insurance.
I) Not install asbestos or any asbestos containing material within the
Premises or the Project and not make any alterations or additions to
the Premises without the prior written consent of the Landlord and
until payment and completion bonds therefore have been approved by
Landlord. All alterations, additions or improvements (including
carpeting or other floor covering) which may be made by either of the
parties hereto upon the Premises, except movable office furniture and
equipment, shall at Landlord's election, be the property of Landlord
and shall remain upon and be surrendered with the Premises, as a part
thereof, at the termination of this Lease.
J) Keep the Premises and the Project free from any mechanics',
materialmen's, contractors' or other liens arising from, or any claims
for damages growing out of, any work performed, materials furnished or
obligations incurred by or on behalf of Tenant. Tenant shall indemnify
and hold harmless Landlord from and against any such lien, claim or
action thereon, and reimburse Landlord promptly upon demand therefore
by Landlord for costs of suit and reasonable attorneys' fees incurred
by Landlord in connection with any such lien, claim or action.
K) Maintain at its expense at all times during the Term (i) a policy or
policies of public liability insurance with respect to the Premises
and the business of Tenant, with limits of not less than $1,000,000.00
combined single limited; and (ii) a policy or policies of All Risk
coverage insuring Tenant's leasehold improvements, trade fixtures and
other personal property for the full insurable value thereof. All such
insurance policies shall be placed with companies qualified to do
business in the State of Iowa, provide for at least thirty (30) days
prior written notice to Landlord before cancellation or amendment,
name Landlord as an additional insured thereon. Current, endorsed
copies thereof shall be filed with Landlord prior to Tenant's
occupancy of the Premises and at all time thereafter during the Term.
L) Not install, operate or permit any vending machines or coin-operated
devices upon the Premises without Landlord's prior written consent.
M) Pay the cost of all utilities, limited to desktop electrical and
Premises lighting, supplied to or used in Premises at rates prevailing
for Tenant's class of use as established by the company providing the
applicable utility service.
N) Tenant's obligations under this Section 8 to do or not to do a
specified act shall extend to and include Tenant's obligation for all
conduct of Tenant's employees, agents and invitees.
9. AMERICANS WITH DISABILITIES ACT: The parties agree that the liabilities and
obligations of Landlord and Tenant under that certain federal statute
commonly known as the Americans With Disabilities Act as well as the
regulations and accessibility guidelines promulgated thereunder as each of
the foregoing is supplemented or amended from time to time (collectively,
the "ADA") shall be apportioned as follows:
A) If any of the common areas of the Project, including, but not limited
to, exterior and interior routes of ingress and egress, off-street
parking and all rules and regulations applicable to the Premises, the
Building or the Project, fails to comply with the ADA, such
nonconformity shall be promptly made to comply by Landlord. Landlord
shall also cause its manager of the Building and the Project (the
"Manager") to comply with the ADA in its operation of the Building and
the Project.
B) From and after the commencement date of the Lease, Tenant covenants
and agrees to conduct its operations within the Premises in compliance
with the ADA. If any of the Premises fails to comply with the ADA,
such nonconformity shall be promptly made to comply by Tenant. In the
event that Tenant elects to undertake any alterations to, for or
within the Premises, including initial build-out work, Tenant agrees
to cause such alterations to be performed in compliance with the ADA.
C) Tenant acknowledges and agrees that, while Landlord has reviewed and
approved the plans and specifications for Tenant's Leasehold
Improvements, and will construct Tenant's Leasehold Improvements for
Tenant, Landlord assumes no responsibility for compliance of such
plans and specifications with the ADA and Landlord shall not be
responsible for any alterations or additions to the Premises which may
be required by the ADA.
10. CASUALTY LOSS: In case of damage to the Premises or the Project by fire or
other casualty, Tenant shall give immediate written notice thereof to
Landlord, who shall within sixty (60) days of such notice give notice to
Tenant that: (1) Landlord elects to terminate this Lease as hereinafter
provided, or (2) Landlord will cause the damage to be repaired with
reasonable speed, at the expense of the Landlord, subject to delays which
may arise by reason of adjustment of loss under insurance policies and for
delays beyond the reasonable control of Landlord, but Landlord shall have
no obligation to restore or replace any property owned by Tenant; and to
the extent that the Premises are rendered untenantable, the rent shall
proportionately abate, except in the event such damage resulted from or was
contributed to by the act, fault or neglect of Tenant, Tenant's employees,
invitees or agents, in which event there shall be no abatement of rent. If
the damage shall be so extensive that the Landlord shall decide not to
repair or rebuild, this Lease shall, at the option of Landlord, be
terminated as of the date of such damage by written notice from Landlord to
Tenant, and the rent shall be adjusted to the date of such damage and
Tenant shall thereupon promptly vacate the Premises.
11. CONDEMNATION: If the entire Premises are taken under power of eminent
domain (which shall include the exercise of any similar governmental power
or any purchase or other acquisition in lieu thereof), this Lease shall
automatically terminate as of the date of taking, which shall be the date
Tenant is required to yield possession thereof to the condemning authority.
If a portion of the Premises is taken under power of eminent domain,
Landlord shall have the right to terminate this Lease as of the date of
taking by giving written notice thereof to Tenant on or before the date of
taking. If Landlord does not elect to terminate this Lease, it shall, at
its own expense, restore or cause to be restored the Premises, exclusive of
any improvements or other changes made therein by Tenant, to as near the
condition which existed immediately prior to the date of taking as
reasonably possible, and to the extent that the Premises are rendered
untenantable, the rent shall proportionately abate. All damages awarded for
a taking under the power of eminent domain shall belong to and be the
exclusive property of Landlord, whether such damages be awarded as
compensation for diminution in value of the leasehold estate hereby created
or to the fee of the Premises; provided, however, that Landlord shall not
be entitled to a separate award made to Tenant for the value and cost of
removal of its personal property and fixtures or any relocation payment or
allowance made to Tenant.
12. DELAY IN POSSESSION: If the Premises shall on the scheduled date of
commencement of the Term not be ready for occupancy by the Tenant due to
the possession or occupancy thereof by a person not lawfully entitled
thereto, or because construction has not yet been completed, or by reason
of any building operations, repair or remodeling to be done by Landlord,
Landlord shall use due diligence to complete such construction, building
operations, repair or remodeling and to deliver possession of the Premises
to Tenant. Landlord, using such due diligence, shall not in any way be
liable for failure to obtain possession of the Premises for Tenant or to
timely complete such construction, building operations, repair or
remodeling, but the Base Rent and Additional Rent (as defined in Section 31
below) payable by Tenant hereunder shall abate until the Premises shall, on
Landlord's part, be ready for the occupancy of Tenant, this Lease remaining
in all other respects in full force and effect and the Term not thereby
extended.
13. LIABILITY AND INDEMNITY: Save for its gross negligence, Landlord shall not
be responsible or liable to Tenant for any loss or damage (i) that may be
occasioned by or through the acts or omissions of persons occupying any
part of the Project or any persons transacting any business in or about the
Project or persons present in or about the Project for any other purpose,
or (ii) for any loss or damage resulting to Tenant or its property from
burst, stopped or leaking water, sewer, sprinkler or steam pipes or
plumbing fixtures or from any failure of or defect in any electric line,
circuit or facility. Tenant shall defend, indemnify and save Landlord
harmless from and against all liabilities, damages, claims, costs, charges,
judgments and expenses, including, but not limited to, reasonable
attorneys' fees, which may be imposed upon or incurred or paid by or
asserted against Landlord, the Premises or any interest therein or in the
Project by reason of or in connection with any use, non-use, possession or
operation of the Premises, or any part thereof, any negligent or tortious
act on the part of Tenant or any of its agents, contractors, servants,
employees, licensees or invitees, any accident, injury, death or damage to
any person or property occurring in, on or about the Premises or any part
thereof, and any failure on the part of Tenant to perform any of the terms
or conditions of this Lease provided, however, that nothing contained in
this paragraph shall be deemed to require Tenant to indemnify Landlord with
respect to any gross negligence or tortuous act committed by Landlord or to
any extent prohibited by law.
14. HAZARDOUS SUBSTANCES: Tenant shall not (either with or without negligence)
cause or permit the escape, disposal or release of any biologically or
chemically active or other hazardous substances or materials. Tenant shall
not allow the storage or use of such substances or materials in any manner
not sanctioned by law or by the highest standards prevailing in the
industry for the storage and use of such substances or materials, nor allow
to be brought into the Project any such materials or substances except to
use in the ordinary course of Tenant's business, and then only after
written notice is given to Landlord of the identity of such substances or
materials. Without limitation, hazardous substances and materials shall
include those described in the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601
et. seq., and applicable state or local laws and the regulations adopted
under these acts. If any lender or governmental agency shall ever require
testing to ascertain whether or not there has been any release of hazardous
materials, then the reasonable costs thereof shall be reimbursed by Tenant
to Landlord upon demand as additional charges if such requirement applies
to the Premises. In addition, Tenant shall execute affidavits,
representations and the like from time to time at Landlord's request
concerning Tenant's best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises. In all events, Tenant
shall indemnify Landlord in the manner elsewhere provided in this Lease
from any release of hazardous materials on the Premises occurring while
Tenant is in possession, or elsewhere if caused by Tenant or persons acting
under Tenant. The within covenants shall survive the expiration or earlier
termination of the Term.
15. DEFAULT: Tenant hereby agrees that in case Tenant shall default in making
any payment due hereunder or in performing any of the other agreements,
terms and conditions of this Lease, or if any proceeding is commenced by or
against Tenant in bankruptcy or for appointment of a receiver, or if Tenant
becomes insolvent or makes a general assignment for the benefit of
creditors, then, in any such event, Landlord, in addition to all other
rights and remedies available to Landlord, by law or by other provisions
hereof, may, with process of law, re-enter immediately into the Premises
and remove all persons and property therefrom, and, at Landlord's option,
annul and cancel this Lease as to all future rights of Tenant, and Tenant
hereby expressly waives the service of any notice in writing of intention
to re-enter as aforesaid. Tenant further agrees that in case of any such
termination or re-entry the obligations of Landlord hereunder shall cease
but the obligation of Tenant to pay Base Rent, Additional Rent (as defined
in Section 31 below) and other sums which may become due hereunder shall
continue for the then unexpired portion of the Term, and that Tenant will
indemnify the Landlord against all loss of rents and other damage which
Landlord may incur by reason of such termination or re-entry, including,
but not limited to, costs of restoring and repairing the Premises and
putting the same into rentable condition, costs of renting the Premises to
another tenant, loss or diminution of rents and other damage which Landlord
may incur by reason of such termination or re-entry, and all reasonable
attorneys' fees and expenses incurred in enforcing any of the terms of this
Lease. Neither acceptance of rent by Landlord, with or without knowledge of
breach, nor failure of Landlord to take action on account of any breach
hereof or to enforce its rights hereunder shall be deemed a waiver of any
breach, and absent written notice or consent, said breach shall be a
continuing one.
16. NOTICES: All bills, statements, notices or communications which Landlord
may desire or be required to give to Tenant shall be deemed sufficiently
given or rendered if in writing and either delivered to Tenant personally
or sent by registered or certified mail, return receipt requested,
addressed to Tenant at the Building, and the time of rendition thereof or
the giving of such notice or communication shall be deemed to be the time
when the same is personally delivered to Tenant or deposited in the mail as
herein provided. Any notice or the return of any access cards, keys, or
otherwise to be given from Tenant to Landlord must be similarly delivered
to Landlord's managing agent personally or sent by registered or certified
mail, return receipt requested, addressed to Landlord at the address where
the last previous rental hereunder was payable, or in the case of
subsequent change upon notice given, to the latest address furnished.
17. HOLDING OVER: Should Tenant continue to occupy the Premises after
expiration or termination for any reason of the Term or any renewal or
renewals thereof with Landlord's written consent, such tenancy shall be
from month-to-month and in no event from year-to-year or for any longer
term, and shall be on all the terms and conditions hereof applicable to a
month-to-month tenancy except that Base Rent shall equal two hundred
percent (200%) of the Base Rent plus Tenant's Proportionate Share of
Operating Costs payable at the time of such expiration or termination.
Nothing herein, however, shall prevent Landlord from removing Tenant
forthwith and seeking all remedies available to Landlord in law or equity.
18. SUBORDINATION: The rights of Tenant shall be and are subject and
subordinate at all times to the lien of any mortgage now or hereafter in
force against the Project, and Tenant shall execute such further
instruments subordinating this Lease to the lien of any such mortgage as
shall be requested by Landlord, including upon request an agreement by
Tenant to attorn to the holder of such mortgage in return for a covenant of
non-disturbance of Tenant's occupancy by such holder in the event that such
holder, its successors or assigns, succeeds to the interest of Landlord.
19. ESTOPPEL CERTIFICATE: Tenant shall at any time and from time to time,
within ten (10) days after written request by Landlord, execute,
acknowledge and deliver to Landlord and any other parties designated by
Landlord, a certificate in such form as may from time to time be provided,
ratifying this Lease and certifying (a) that this Lease is in full force
and effect and has not been assigned, modified or amended in any way (or,
if there has been any assignment, modification or amendment, identifying
the same); (b) the dates of commencement and expiration of the Lease Term,
the date to which the Base Rent and additional rent payable hereunder have
been paid in advance; and (c) that there are, to Tenant's knowledge, no
incurred defaults on the part of Landlord or any defenses or offsets
against the enforcement of this Lease by Landlord (or specifying each
default, defense or offset if any are claimed). Any such statement may be
furnished to and relied upon by any prospective purchaser, lessee or
encumbrancer of all or any portion of the Project.
20. BINDING EFFECT: The word "Tenant", wherever used in this Lease, shall be
construed to mean tenants in all cases where there is more than one tenant,
and the necessary grammatical changes required to make the provisions
hereof apply to corporations, partnerships or individuals, men or women,
shall in all cases be assumed as though in each case fully expressed. Each
provision hereof shall extend to and shall, as the case may require, bind
and inure to the benefit of Landlord and Tenant and their respective heirs,
legal representatives, successors and assigns, provided that this Lease
shall not inure to the benefit of any assignee, heir, legal representative,
transferee or successor of Tenant except upon the express written consent
or election of Landlord.
21. TRANSFER OF LANDLORD'S INTEREST: In the event of any transfer or transfers
of Landlord's interest in the Premises or the Project, other than a
transfer for security purposes only, the transferor shall be automatically
relieved of any and all obligations and liabilities on the part of Landlord
accruing from and after the date of such transfer, including, without
limitation, the obligation of Landlord under Section 27 hereof to return
the security deposit as provided therein following assignment or transfer
thereof to such assignee of Landlord's interest, provided Landlord is
current in all its obligations to Tenant.
22. INTEREST: Any amount due from Tenant to Landlord (including Additional Rent
as defined in Section 31 below) which is not paid when due shall bear
interest at the lesser of (i) the highest legal rate, or (ii) eighteen
percent (18%) per annum from the date due until paid, provided, however,
the payment of such interest shall not excuse or cure the default upon
which such interest accrued.
23. EXPENSE OF ENFORCEMENT: If either party hereto be made or become a party to
any litigation commenced by or against the other party involving the
enforcement of any of the rights and remedies of such party, or arising on
account of the default of the other party in the performance of such
party's obligations hereunder, then the prevailing party in any such
litigation (or the party becoming involved in such litigation because of a
claim against such other party, as the case may be) shall receive from the
other party all costs and reasonable attorney's fees incurred by it in
relation to such litigation.
24. ACCESS; CHANGES IN PROJECT FACILITIES; NAME: All portions of the Project
except the inside surfaces of all walls and doors bounding the Premises,
and any space in or adjacent to the Premises used for shafts, stacks,
pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or
other Project facilities, and the use thereof, as well as access thereto
through the Premises for the purposes of operation, maintenance, decoration
and repair, are reserved to Landlord and Landlord's managing agent.
Landlord reserves the right, at any time, without incurring any liability
to Tenant therefor, to make such changes in or to the Project and the
fixtures and equipment thereof, as well as in or to the street entrances,
halls, passages, concourse, elevators, escalators, stairways and other
improvements thereof, as it may deem necessary or desirable. Landlord may
adopt any name for the Project and Landlord reserves the right to change
the name and/or address of the Project at any time.
25. RIGHT OF LANDLORD TO PERFORM: If Tenant shall fail to pay any sum of money,
other than rent, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder, Landlord may,
but shall not be so obligated, and without waiving or releasing Tenant from
any obligations of Tenant, make any such payment or perform any such other
act on Tenant's part to be made or performed hereunder. Tenant shall,
promptly and upon demand therefore by Landlord, reimburse Landlord for all
sums so paid by Landlord and all necessary incidental costs, together with
interest thereon at the rate specified in Section 20 hereof from the date
of such payment by Landlord, and Landlord shall have the same rights and
remedies in the event of the failure by Tenant to pay such amounts as
Landlord would have in the event of a default by Tenant in the payment of
rent.
26. BROKERS: Landlord shall pay the fee or commission to Scott Olson of Skogman
Realty and Chuck Ruhl of Ruhl Realtors in accordance with Landlord's
separate written agreement with each. The commission shall be figured at
$3.00 per square foot of Rentable Area with Skogman Realty receiving
$17,705.25 and Ruhl Realtors receiving $5,901.75. Landlord and Tenant
warrant and represent to each other that in the negotiating or making of
this Lease neither party has dealt with any other broker or finder who
might be entitled to a fee or commission for this Lease other than the
parties named herein. Landlord and Tenant shall indemnify and hold the
other party harmless from any claim or claims, including costs, expenses
and attorney's fees incurred by the other party, or asserted by any other
broker or finder for a fee or commission based upon any dealings with or
statements made by the other.
27. LANDLORD'S SECURITY INTEREST: Landlord reserves (and is hereby granted) a
security interest on all fixtures, equipment and personal property
(tangible and intangible) now or hereafter located in or on the Premises to
secure all sums due from and all obligations to be performed by Tenant
hereunder, which lien and security interest may be enforced by Landlord in
any manner provided by law.
28. MODIFICATIONS FOR LENDER: If, in connection with obtaining financing for
the Project or the Premises, any lender shall request modifications in this
Lease as a condition to such financing, Tenant shall promptly execute any
instrument submitted to Tenant by Landlord containing such modifications;
provided, however, that such modifications do not increase the obligations
of Tenant hereunder or materially adversely affect the leasehold interest
hereby created.
29. LIMITATION OF LIABILITY: In the event that Landlord is ever adjudged by any
court to be liable to Tenant in damages, Tenant specifically agrees to look
solely to Landlord's interest in the Project for the recovery of any
judgment from Landlord, it being agreed that Landlord, or if Landlord is a
partnership, its partners whether general or limited, or if Landlord is a
corporation, its directors, officers or shareholders, shall never be
personally liable for any such judgment. The provision contained in the
foregoing sentence is not intended to, and shall not, limit any right that
Tenant might otherwise have to obtain injunctive relief against Landlord or
Landlord's successor in interest, or to maintain any other action not
involving the personal liability of Landlord (or if Landlord is a
partnership, its partners, whether general or limited, or if Landlord is a
corporation, requiring its directors, officers or shareholders to respond
in monetary damages from assets other than Landlord's interest in the
Project), or to maintain any suit or action in connection with enforcement
or collection of amounts which may become owing or payable under or on
account of insurance maintained by Landlord.
30. WAIVER OF SUBROGATION: Each of Landlord and Tenant hereby releases the
other from any and all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise for any
loss or damage to property caused by All Risk coverage casualties, even if
such fire or other casualty shall have been caused by the fault or
negligence of the other party, or anyone for whom such party may be
responsible.
31. ADDITIONAL RENT AMOUNTS: Any amounts in addition to Base Rent payable to
Landlord by Tenant hereunder, including without limitation amounts payable
pursuant to Sections 5, 6, 7A, 7F, 7I, 7J, 7L, 8C, 8D, 8J, 12, 13, 20, 21,
24, 27 and Exhibit B, (the "Additional Rent"), shall be an obligation of
Tenant hereunder and all such Additional Rent shall be due and payable upon
demand.
32. INCORPORATION OF EXHIBITS: The following exhibits to this Lease are hereby
incorporated by reference for all purposes as fully as if set forth at
length herein:
EXHIBIT A Floor Plan of Premises
EXHIBIT B Leasehold Improvements Plan and Specifications
33. FORCE MAJEURE: All of the obligations of Landlord and of Tenant under this
Lease are subject to and shall be postponed for a period equal to any delay
or suspension resulting from fire, strikes, acts of God, and other causes
beyond the control of the party delayed in its performance hereunder, this
Lease remaining in all other respects in full force and effect and the Term
not thereby extended. Provided nevertheless, the unavailability of funds
for payment or performance of Tenant's obligations hereunder shall not give
rise to any postponement or delay in such payment or performance of
Tenant's obligations hereunder.
34. GENERAL: The submission of this Lease for examination does not constitute
the reservation of or an option for the Premises, and this Lease becomes
effective only upon execution and delivery hereof by Landlord and Tenant.
This Lease does not create the relationship of principal and agent or of
partnership, joint venture or any association between Landlord and Tenant,
the sole relationship between Landlord and Tenant being that of lessor and
lessee. No waiver of any default of Tenant hereunder shall be implied from
any omission by Landlord to take any action on account of such default if
such default persists or is repeated, and no express waiver shall affect
any default other than the default specified in the express waiver and that
only for the time and to the extent therein stated. Each term and each
provision of this Lease performable by Tenant shall be construed to be both
a covenant and a condition. The topical headings of the several paragraphs
and clauses are for convenience only and do not define, limit or construe
the contents of such paragraphs or clauses. All preliminary negotiations
are merged into and incorporated in this Lease. This Lease can only be
modified or amended by an Agreement in writing signed by the parties
hereto, their successors or assigns. All provisions hereof shall be binding
upon the heirs, successors and assigns of each party hereto.
35. PARKING: Landlord shall cause to be made available to Tenant, at Tenant's
option, the following amounts of parking spaces ("Spaces"):
A) Up to Five (5) Spaces in the parking lot located adjacent to the
Building. Tenant shall pay directly to the parking facility operator
("Operator") $ 35.00 per space per month. Tenant shall pay directly to
the Landlord such amounts as are from time to time agreed upon by
Tenant and Landlord.
B) Up to Seventeen (17) Spaces in the City of Cedar Rapids 8th Avenue
Parking Lot located between 8th and 12th Avenue SE. Tenant shall pay
directly to the City of Cedar Rapids $20.00 per space per month from
the Commencement Date through a date determined between the City of
Cedar Rapids and Tenant. Tenant shall enter a separate agreement with
the City of Cedar Rapids for these Spaces.
All such Spaces shall only be for the use of Tenant's employees on a
non-designated, non-exclusive basis. If at any time following the
commencement of this Lease, Tenant elects less than the full number of
Spaces available to it, Landlord shall have no further obligation to
provide additional Spaces.
Landlord does not warrant that these Spaces will be free from
interruption from causes beyond reasonable control of Landlord. Such
interruption of Spaces shall never be deemed an eviction or
disturbance of Tenant's use and possession of the Premises or any part
thereof or render Landlord liable to Tenant for damages by abatement
of rent or otherwise relieve Tenant from performance of Tenant's
obligations under this Lease.
37. SEVERABILITY: The invalidity of any provision, clause or phrase herein
contained shall not serve to render the balance of this Lease ineffective
or void and the same shall be construed as if such had not been herein set
forth.
38. REGULATORY APPROVAL: This Lease shall not be binding upon Tenant unless and
until Tenant has received any required bank regulatory approval. If Tenant
has not received such approval on or before June 6, 2001 this Lease shall
be null and void. Notwithstanding any other provisions contained in this
lease, in the event (a) Tenant or its successors or assignees shall become
insolvent or bankrupt, or if it or their interest under this Lease shall be
levied upon or sold under execution or other legal process, or (b) the
depository institution then operating on the Premises is closed, or is
taken over by any depository institution supervisory authority
("Authority"), Landlord may, in either such event, terminate this Lease
only with the concurrence of any Receiver or Liquidator appointed by such
Authority; provided, that in the event this Lease is terminated by the
Receiver or Liquidator, the maximum claim of Landlord for rent, damages, or
indemnity for injury resulting from the termination, rejection, or
abandonment of the unexpired Lease shall by law in no event exceed an
amount equal to all accrued and unpaid rent to the date of termination.
39. TERMINATION OPTION: Tenant shall have the right to terminate this Lease
effective the Thirty-seventh (37th) month under the following terms:
A) Tenant gives written notice to Landlord that it is exercising that
right to terminate no later than 12 months prior to the termination
date ("Termination Date"), and
B) Tenant is not in default under the Lease at the time such termination
right is exercised and at the time such termination becomes effective,
and
C) Tenant pays to Landlord in cash on or before the Termination Date
unamortized cost of the Tenant Improvements and Lease Commissions. The
Tenant Improvements and Lease Commissions will be amortized at Ten
percent (10%) over the original Term of the Lease.
If the foregoing conditions are met, on or before the date set forth in Tenant's
notice, the Term shall expire with the same force and effect as if such date
were the expiration date of the Term.
IN WITNESS WHEREOF, the respective parties hereto have caused this Lease to be
executed as of the day and year first above written.
LANDLORD: TENANT:
3001 L.L.C. QUAD CITY BANK AND TRUST COMPANY
BY: _____________________________ BY: _________________________________
ITS: _____________________________ ITS: _________________________________
DATE: _____________________________ DATE: _________________________________
EXHIBIT A
FLOOR PLANS FROM OPN
EXHIBIT B
LEASEHOLD IMPROVEMENTS PLANS & SPECIFICATIONS
Leasehold Improvements Approval Procedures:
Tenant will deliver all of the plans and specifications for the Leasehold
Improvements to Landlord, on or before June 15, 2001. As such plans and
specifications are completed, they will be submitted to Landlord for approval.
If Landlord finds that such plans and specifications do not conform with
Landlord's reasonable specifications for the Building generally or do not
otherwise conform with Landlord's reasonable requirements, including maximum
weight and proper positions of heavy equipment, Landlord will within 10 days
after such submittal, make written objections specifying in what particulars
objections are made. If such objections are made, Tenant will, within 15 days
after receiving Landlord's objections, make such revisions as are, in Tenant's
reasonable judgment, appropriate to meet Landlord's objections and will submit
such revisions to Landlord for approval in the same manner described above. If
the parties cannot otherwise reconcile any disagreement, the matter may be
submitted to Arbitration. If, after such plans and specifications have been
approved by Landlord, Tenant desires to change them in any material manner,
Tenant will submit such changes to Landlord for Landlord's approval in the same
manner described above.
Leasehold Improvement Proposal:
Landlord will cause Landlord's Contractor to submit to Tenant on the 30th day
after Landlord has approved Tenant's plans and specifications for the Leasehold
Improvements (the "Bid Date") a proposal for the construction of the Leasehold
Improvements.
Cooperation:
All work in connection with completion of the Leasehold Improvements according
to the plans and specifications approved by Landlord and Tenant (including
purchase of required materials and equipment) will be carried out by Landlord's
Contractor, subject to the reasonable direction of Landlord. Tenant will
cooperate with Landlord, Landlord's Contractor and Landlord's Architect to
facilitate the efficient and expeditious completion of the Building and the
Premises. Tenant will have access to the Premises during construction of the
Premises by Landlord and during construction of the Leasehold Improvements.
Landlord will, at its sole expense, cause to be provided elevator and hoisting
services during construction of the Leasehold Improvements in a manner
reasonably requested by Tenant.
Landlord shall use its best efforts to control the costs of Leasehold
Improvements and agrees to keep Tenant informed as to the costs of the work. In
the event that it appears at any time that the cost of the Leasehold Improvement
work will exceed such amount, Landlord agrees to promptly notify Tenant and work
with Tenant to revise the final plans to achieve a reduction in cost if
requested by Tenant.