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Exhibit 10.27
ADDENDUM
TO
LEASE - BUSINESS PROPERTY - SHORT FORM
IN THE
THE HUB TOWER
THIS ADDENDUM TO LEASE - BUSINESS PROPERTY - SHORT FORM ( the "Lease"),
is made and entered into this 28th day of May, 1998, between AMERUS PROPERTIES,
INC., ("Landlord") and AMERUS LIFE HOLDINGS, INC., ("Tenant").
ADDITIONAL RENT - DEFINITIONS. In addition to paying the Rent set forth
in Paragraph 1 of the Lease, Tenant will pay as "Additional Rent" the amounts
set forth in this Paragraph in the same manner and place as the base Rent. As
used in this Lease:
(a) "CALENDAR YEAR" means any twelve (12) month period, January through
December, which contains any part of the Term of this Lease.
(b) "TENANT'S PROPORTIONATE SHARE" means as of May 1, 1998, twelve and
six-tenths percent (12.6%), and as of July 1, 1998, twenty-five and
two-tenths percent (25.2%), which percentage has been determined by
dividing the net rentable square feet of the Premises by the total net
rentable square feet contained in the Building (277,462 square feet).
In the event the rentable square feet of either the Premises or the
total Building changes, the Landlord reserves the right to adjust the
Tenant's Proportionate Share at the beginning of each Calendar Year. In
no event shall the total net rentable square feet of the Building be
adjusted to a total less than that set forth herein.
(c) "TAXES" means all real estate taxes and assessments, special or
otherwise, levied or assessed upon or with respect to the Land and
Building, or either, and ad valorem taxes for Landlord's personal
property located in and used in connection with the Premises required
to be paid during the Calendar Year. Should the State of Iowa, any
political subdivision thereof or any other governmental authority
having jurisdiction over the Land or the Building impose a tax,
assessment, charge, penalty or fee or increase a then existing tax,
assessment, charge, penalty or fee that the Landlord is required to
pay, either by way of substitution for real estate taxes or ad valorem
personal property taxes, or impose, license or a tax on rents in
substitution for, or in addition to, a tax levied against the Land
and/or the Building and/or the Landlord's personal property located in
and used in connection with the Land or the Building, such taxes,
assessments, fees or charges will be deemed to constitute Taxes
hereunder. "Taxes" include all reasonable fees and costs incurred by
the Landlord in seeking to obtain a reduction of, or a limit on the
increase in any Taxes, regardless of whether any reduction or
limitation is obtained. Taxes will not include any inheritance; estate,
succession, transfer, gift, franchise, income or capital stock tax
except as expressly provided herein.
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(d) "OPERATING EXPENSES" means Landlord's operating expenses that are
reasonable, actual and necessary, out-of-pocket (except Landlord may
use its normal accrual method accounting), obtained at competitive
prices, and that are directly attributable to the operation,
maintenance, management, and repair of the Land and Building, as
determined under generally accepted accounting principles consistently
applied, including:
(A) salaries, and other compensation; including payroll taxes,
vacation, holiday, and other paid absences; and welfare, retirement,
and other fringe benefits; that are paid to employees, independent
contractors, or agents of Landlord engaged in the operation, repair,
management, or maintenance of the Building;
(B) repairs and maintenance of the Building and the cost of
supplies, tools, materials and equipment for Building repairs and
maintenance, that under generally accepted accounting principles
consistently applied, would not be capitalized;
(C) premiums and other charges incurred by Landlord for
insurance on the Building and for employees specified in subparagraph
(A) above including:
(I) fire insurance, extended coverage insurance, and
earthquake, windstorm, hail, and explosion insurance;
(ii) public liability and property damage insurance;
(iii) elevator insurance;
(iv) workers' compensation insurance;
(v) boiler and machinery insurance, sprinkler leakage,
water damage, water damage legal liability insurance,
burglary, fidelity, and pilferage insurance on equipment and
materials;
(vi) health, accident, and group life insurance;
(vii) insurance Landlord is required to carry under this
Lease; and
(viii) other insurance as is customarily carried by
operators of comparable first class office buildings in the
area;
(D) costs incurred for inspection and servicing, including all
outside maintenance contracts necessary for the proper maintenance of
the Building, such as janitorial and window cleaning, rubbish removal,
landscape maintenance, snow removal, exterminating, water treatment,
elevator, electrical, plumbing, and mechanical equipment, and the cost
of materials, tools, supplies, and equipment used for inspection and
servicing;
(E) costs incurred for electricity, water, gas, fuel, or other
utilities;
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(F) payroll taxes, federal taxes, state and local unemployment
taxes, and social security taxes paid for the employees specified in
subparagraph (A) above;
(G) sales, use, and excise taxes on goods and services
purchased by Landlord, but Tenant's pro rata share shall exclude
prepaid services that are not used by Landlord;
(H) license, permit, and inspection fees;
(I) auditor's fees for public accounting;
(J) legal fees, costs, and disbursements but excluding those
(i) relating to disputes with tenants;
(ii) based upon Landlord's negligence or other
tortious conduct;
(iii) relating to enforcing any leases except for
enforcing lease provisions for the benefit of the Building
tenants generally; or
(iv) relating to the defense of Landlord's title
to, or interest in, the Land or Building.
(K) reasonable property management fees;
(L) the annual amortization over its useful life with a
reasonable salvage value on a straight-line basis of the costs of any
capital improvements made by Landlord and required by any changes in
applicable laws, rules, or regulations of any governmental authorities
enacted after the Building was fully assessed as a completed and
occupied unit and the Lease was signed;
(M) the annual amortization over its useful life with a
reasonable salvage value on a straight-line basis of the costs of any
equipment or capital improvements made by Landlord after the Building
was fully assessed as a completed and occupied unit and the Lease was
signed, as a laborsaving measure or to accomplish other savings in
operating, repairing, managing, or maintaining of the Land or Building,
but only to the extent of the savings;
(N) the annual amortization over its useful life on a
straight-line basis of the costs of any window draperies for exterior
windows provided by Landlord and the carpeting in the common areas;
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(O) any costs for substituting work, labor, materials, or
services in place of any of the above items, or for any additional
work, labor, materials, services, or improvements to comply with any
governmental laws, rules, regulations, or other requirements applicable
to the Land or Building enacted after the Building as fully assessed as
a completed and occupied unit and the Lease was signed, that, at the
time of a substitution or addition, are considered operating expenses
under generally accepted accounting principles consistently applied;
and
(P) other costs reasonably necessary to operate, repair,
manage, and maintain the Land or Building in a first class manner and
condition.
Operating expenses shall not include:
(i) cost of alterations resulting from Tenant Improvements
except for repairs to the Building or capital improvements
otherwise includable in Operating Expenses;
(ii) principal and interest payments on loans secured by
mortgages or trust deeds on the Building or the Land;
(iii) cost of capital improvements, except that Operating
Expenses includes the cost during the Term, as reasonably
amortized by the Landlord with interest at the then current
rates for construction financing on the unamortized amount, of
any capital improvements made during the Term which reduces
any of the costs included within Operating Expenses;
(iv) costs with respect to which the Landlord receives direct
reimbursement from the tenants of the Building excluding those
received in accordance with the operating expense escalation
clauses;
(v) leasing commissions, advertising costs and other expenses
incurred solely to locate new tenants for the Building;
(vi) depreciation;
(vii) cost of legal expenses incurred to enforce lease terms
that are specifically allocable to a particular tenant;
(viii) costs of any repairs, restoration or other work
necessitated by fire, windstorm or other insured casualty to
the extent that proceeds have been received by the Landlord;
and
(ix) costs, fines, or penalties incurred as a result of
Landlord violating any governmental rule or authority.
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(e) "BUILDING" as used in this Lease is the Hub Tower, 699 Walnut
Street and includes all common areas, corridors, parking
areas, lobbies, or sidewalks located in or related to the
operation of the Building, loading areas, parking areas and
driveways and other public areas in or around the Building as
well as all structural components of the Building.
(f) "LAND" as used in this Lease includes the real property upon
which the Building is located.
(g) "BASE YEAR" as used in this Lease shall mean the calendar year
1998.
PAYMENT OF ADDITIONAL RENT. The Tenant will pay to the Landlord as
Additional Rent, in addition to the Base Rent, an amount ("Tax Amount") equal to
the Tenant's Proportionate Share of the Taxes paid with respect to each Calendar
Year in excess of Tenant's Proportionate Share of the Taxes paid with respect to
the Base Year. The Tenant will also pay to the Landlord as Additional Rent, in
addition to the base Rent, an amount ("Operating Expense Amount") equal to the
Tenant's Proportionate Share of the Operating Expenses incurred by the Landlord
with respect to each Calendar Year in excess of Tenant's Proportionate Share of
the Operating Expenses paid with respect to the Base Year. The Tax Amount and
the Operating Expense Amount with respect to each Calendar Year will be paid in
monthly installments at the same time and place as base Rent is to be paid in an
amount estimated from time to time by the Landlord. The Landlord shall estimate
the Tax Amount and Operating Expense Amount at the beginning of each Calendar
Year and require the Tenant to pay one-twelfth (1/12th) of the estimated amount
as Additional Rent. Written notice of the amounts will be given to the Tenant.
One-twelfth (1/12th) of the Tenant's estimated Proportionate Share of the Tax
Amount and Operating Expenses Amount for the Calendar Year in which the Term of
this Lease commences is per budget per month.
ACCOUNTING. The Landlord will keep books and records showing the Tax
Amount and the Operating Expenses in accordance with generally accepted
accounting principles. The Landlord will cause the amount of the Tax Amount and
Operating Expense Amount for the Calendar Year to be computed and will deliver
to the Tenant a statement of the Tax Amount and the Operating Expense Amount. In
determining the amount of Taxes for any year, the amount of special assessments
to be included will be limited to the amount of installment (plus any interest
payable thereon) of the special assessment that would have been required to be
paid during such year if the Landlord had elected to have such special
assessment paid over the maximum period of time permitted by laws. The amount of
any refund of Taxes received by the Landlord will be credited against Taxes for
the year in which the refund is received. The Landlord will furnish a statement
of actual costs with respect to the items set forth above no later than March
31st of the following Calendar Year including the year following the year in
which this Lease terminates. In the event that the Landlord is, for any reason,
unable to furnish the accounting for the prior year by such date of any year,
the Landlord will furnish such accounting as soon thereafter as practicable with
the same force and effect as the statement would have had if delivered on or
before March 31st of the year. The Tenant will pay any deficiency to the
Landlord as shown by such statement within fifteen (15) days after demand
therefor. If the total amount paid by the
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Tenant during any Calendar Year exceeds the actual Tax Amount or Operating
Expense Amount due from the Tenant for such Calendar Year, the excess will be
credited against payments next due. If no such payments are next due, the excess
will be refunded by the Landlord. Landlord, at Tenant's request, shall furnish
appropriate documentation of the expenses set forth herein.
RENT NET. The provisions above requiring the Tenant to pay its
Proportionate Share of Taxes and Operating Expenses are intended to pass on to
the Tenant and to reimburse the Landlord for all direct increases in the direct
costs of operating, repairing and managing the Building and the Premises.
IN WITNESS WHEREOF, this Lease Agreement is executed on the day and
year first above written.
LANDLORD: TENANT:
AMERUS PROPERTIES, INC., AMERUS LIFE HOLDINGS, INC.,
an Iowa corporation an Iowa corporation
By: /s/ James A. McClarnon By: /s/ Gene Harris
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Vice President Title: Vice President