Exhibit 10.77
OFFICE LEASE AGREEMENT
between
▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD.
("Landlord")
and
▇▇▇▇▇ FARGO BANK TEXAS, NATIONAL ASSOCIATION
("Tenant")
for
▇▇▇▇▇ Fargo Bank Building
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇,▇▇▇▇▇
June 27, 2000
TABLE OF CONTENTS
Page
Article 1 BASIC LEASE PROVISIONS.................................................................................85
1.1 Basic Lease Provisions...............................................................................85
Article 2 LEASE OF PREMISES......................................................................................86
2.1 Lease of Premises....................................................................................86
2.2 Condition of Premises................................................................................86
2.3 Common Areas and Service Areas.......................................................................86
2.4 Rentable Area........................................................................................87
2.5 Verification of Rentable Area........................................................................87
Article 3 TERM AND POSSESSION....................................................................................87
3.1 Term.................................................................................................87
3.2 Surrender............................................................................................88
3.3 Holdover.............................................................................................88
Article 4 RENT...................................................................................................88
4.1 Base Rent............................................................................................88
4.2 Payment of Rent......................................................................................88
4.3 Base Year Operating Expense/Base Year Taxes..........................................................88
4.4 Adjustment of Base Rent..............................................................................88
4.5 Operating Expenses/Taxes.............................................................................88
4.6 Reconciliation.......................................................................................89
4.7 Occupancy Factor.....................................................................................89
4.8 Maintenance of Records/Right to Audit................................................................89
4.9 Operating Expenses...................................................................................90
4.10 Exclusions From Operating Expenses...................................................................90
4.11 Late Charge..........................................................................................91
Article 5 USE....................................................................................................91
5.1 Use..................................................................................................92
5.2 Rules and Regulations................................................................................92
5.3 Compliance With Laws.................................................................................92
5.4 Hazardous and Toxic Materials........................................................................92
Article 6 SERVICES...............................................................................................93
6.1 Landlord's Services..................................................................................93
6.2 Services at Tenant's Cost............................................................................93
6.3 Interruption of Services.............................................................................94
6.4 Janitorial...........................................................................................94
6.5 Electricity..........................................................................................94
6.6 Negation of Security Services........................................................................94
Article 7 ALTERATIONS AND REPAIRS................................................................................94
7.1 Alterations..........................................................................................95
7.2 Tenant's Repairs.....................................................................................95
7.3 Landlord's Repairs...................................................................................95
7.4 Access to Premises...................................................................................95
Article 8 INSURANCE..............................................................................................96
8.1 Landlord's Insurance.................................................................................96
8.2 Tenant's Insurance...................................................................................96
8.3 Waiver of Claims.....................................................................................96
8.4 Indemnity By Tenant..................................................................................96
8.5 Indemnity By Landlord................................................................................97
Article 9 CASUALTY...............................................................................................97
9.1 Substantial Destruction..............................................................................97
9.2 Partial Destruction..................................................................................97
Article 10 CONDEMNATION..........................................................................................98
10.1 Condemnation.........................................................................................98
Article 11 ENTRY BY LANDLORD.....................................................................................98
11.1 Entry................................................................................................98
Article 12 SUBORDINATION AND NON-DISTURBANCE.....................................................................98
12.1 Subordination, Non-Disturbance, and Attornment.......................................................98
12.2 Quiet Enjoyment......................................................................................99
Article 13 ASSIGNMENT AND SUBLETTING.............................................................................99
13.1 Assignment...........................................................................................99
13.2 Subletting...........................................................................................99
13.3 Liability............................................................................................99
13.4 Consent.............................................................................................100
Article 14 DEFAULT..............................................................................................100
14.1 Tenant Default......................................................................................100
14.2 Landlord's Remedies.................................................................................100
14.3 Costs...............................................................................................100
14.4 Landlord Default....................................................................................101
14.5 Tenant's Remedies...................................................................................101
14.6 Non-Waiver..........................................................................................101
14.7 Mitigation..........................................................................................101
Article 15 SIGNAGE..............................................................................................101
15.1 Building Name.......................................................................................101
15.2 Other Signs.........................................................................................101
15.3 Change of Name......................................................................................102
Article 16 MISCELLANEOUS........................................................................................102
16.1 Amendment...........................................................................................102
16.2 Severability........................................................................................102
16.3 Estoppel Certificates...............................................................................102
16.4 Authority...........................................................................................102
16.5 Removal of Tenant's Equipment.......................................................................102
16.6 Successors and Assigns..............................................................................103
16.7 Notice..............................................................................................103
16.8 Headings............................................................................................103
16.9 Number and Gender...................................................................................103
16.10 Governing Law.......................................................................................103
16.11 Inability to Perform................................................................................103
16.12 Broker..............................................................................................104
16.13 Entire Agreement....................................................................................104
16.14 Time of Essence.....................................................................................104
16.15 Parking.............................................................................................104
16.16 Tenant Taxes........................................................................................104
16.17 Attorneys' Fees.....................................................................................104
16.18 Exclusive...........................................................................................104
16.19 Conflict............................................................................................105
16.20 Waiver of Landlord's Lien...........................................................................105
16.21 Limitation of Landlord's Liability..................................................................105
OFFICE LEASE
This Office Lease is made and entered into as of the 27th day of June,
2000, by and between ▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD., a Texas limited partnership
("Landlord") and ▇▇▇▇▇ FARGO BANK TEXAS, NATIONAL ASSOCIATION, a national
banking association and successor by consolidation to Norwest Bank Texas, N.A.
("Tenant").
W I T N E S S E T H:
- - - - - - - - - -
BASIC LEASE PROVISIONS
Basic Lease Provisions. The following provisions set out various basic
terms of this Lease and are sometimes referred to as the "Basic Lease
Provisions".
(a) Building: ▇▇▇▇▇ Fargo Bank Building
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇
(b) Land: The tract(s) of land described in
Exhibit "A".
(c) Premises: The portion of the Building
containing the Rentable Area
described in Section 1.1 (e) and
Article 2 of this Lease.
(d) Floor(s): 1 and 2
(e) Rentable Area-Premises: 58,000 square feet
Rentable Area-Building: 205,000 square feet.
(f) Tenant's Share: 28.3%, which is the proportion,
expressed as a percentage, that the Rentable Area in
the Premises bears to the Rentable Area in the
Building.
(g) Monthly Base Rent - Premises: $50,750.00 ($10.50
per square feet of
Rentable Area in
the Premises)
(h) Base Year: 2001 for all Operating Expenses
other than ad valorem taxes.
Base Year Operating Expense: The actual Operating
Expenses (excluding ad
valorem taxes)
determined in accordance
with Section 4.3.
Base Year Tax Expense for Tenant: $20,741.07 (the
year 2000 tax rate
multiplied by an
assumed assessed
value of $3,000,000
for the Building).
(i) Parking: 19 Reserved Spaces at $-0- per
space per month [See Exhibit "C"]
(j) Term: 10 years.
(k) Commencement Date: July 1, 2000
Expiration Date: June 30, 2010, unless Tenant
exercises its renewal option(s),
if any, in which event the last
day of the applicable Renewal
Term (as defined in Exhibit "D")
is the Expiration Date, or unless
this Lease is earlier terminated
in accordance with the provisions
hereof, in which event the
Expiration Date is the date of
such earlier termination.
(1) Tenant's Broker(s): None
Landlord's Broker(s): None
(m) Permitted Uses: General office use and all
business and activities which
Tenant or any of its affiliates
are authorized by law to engage
in and conduct as a financial
institution, both directly and
through subsidiaries.
(n) Renewal Options: Two 5-year options [See
Exhibit "D", if applicable]
(o) Addresses for notices due under this Lease:
LANDLORD TENANT
-------- ------
▇▇▇▇ ▇▇▇▇▇▇▇▇ Ltd. ▇▇▇▇▇ Fargo Bank Texas, N.A.
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ P. 0. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
with copy to: with copy to:
Mr. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank Texas, N.A.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ 1, 0 c/▇ ▇▇▇▇▇ Fargo Bank, N.A.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ATTN: Asset Manager
Corporate Properties Group, (MAC #2803-096)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LEASE OF PREMISES
Lease of Premises. Landlord leases to Tenant, and Tenant leases from
Landlord, the Premises, containing the Rentable Area specified in subsection (f)
of the Basic Lease Provisions, and shown on the floor plan(s) attached hereto as
Exhibit "A-1". The Building and Land are referred to herein collectively as the
"Project".
Condition of Premises. Tenant accepts the Premises and the improvements
located within the Premises "AS IS" and as suitable (in their present condition)
for the purposes for which they are being leased. Tenant acknowledges that (i)
Tenant has been occupying the Premises, (ii) Tenant is fully familiar with the
condition of the Premises, and (iii) there are NO WARRANTIES, EITHER EXPRESS OR
IMPLIED, other than the warranties, if any, that are set out in writing in this
Lease. Neither Landlord nor any agent of Landlord has made any representation or
warranty with respect to all or any portion of the Premises, the Building, or
the Project, or with respect to the suitability of the Premises for the conduct
of Tenant's business. Tenant further acknowledges that Landlord has no
obligation to provide any leasehold improvements or any remedial improvements in
the Premises or the Building in connection with the execution of this Lease.
Common Areas and Service Areas. Landlord grants to Tenant the
non-exclusive right to use the General Common Areas, On-Floor Common Areas and
Service Areas (as those terms are hereinafter defined). Landlord will not
reduce, alter, or modify any General Common Areas, On-Floor Common Areas or
Service Areas or take any other actions regarding those areas that would
adversely affect ingress and egress to the Premises, Tenant's existing signage,
or customer parking. "General Common Areas" means those areas within (and
measured from the mid-point of the walls enclosing) the Building's elevator
machine rooms, main mechanical and electrical rooms, public lobbies, management
office, if any, and other areas used in connection with the operation of the
Building or to provide customary services to the Building and not leased to
tenants. "On-Floor Common Areas" means all areas within (and measured from the
mid-point of the walls enclosing) public corridors, elevator foyers, rest rooms,
mechanical rooms, janitor closets, telephone and equipment rooms, and other
similar facilities for the use of all tenants on the floor on which the Premises
are located. In the case of a floor leased to more than one tenant, the
allocation of the square footage of the On-Floor Common Areas on the floor is
equal to the total On-Floor Common Areas on the floor multiplied by a fraction,
the numerator of which is the Rentable Area of the portion of the Premises
(excluding the allocation of the General Common Areas and excluding the
allocation of the On-Floor Common Areas) located on the floor and the
denominator of which is the Rentable Area of all office space leased or held for
lease on the floor (excluding the allocation of General Common Areas and the
allocation of the On-Floor Common Areas). "Service Areas" means the areas within
(and measured from the rnid-point of the walls enclosing) Building stairs, fire
towers, elevator shafts, flues, vents, stacks, pipe shafts, and vertical ducts
and such other rooms not actually available to Tenant for its furnishings and
personnel. Areas for the specific and exclusive use of Tenant and installed at
the request of Tenant, such as special stairs or elevators, are not included
within the definition of Service Areas.
Rentable Area. The term "Rentable Area" means rentable square feet
measured pursuant to the prescribed method of measuring the square feet of an
office building set out in the publication entitled Standard Method for
Measuring Floor Area in Office Buildings published by Building Owners and
Manager Association International and approved by American ANSI/BOMA Measuring
Standards Institute, Inc. on June 7, 1996 (publisher's reference as
ANSI/BOMAZ65.1-1996).
Verification of Rentable Area. At any time during the first year of the
Term, either Landlord or Tenant may cause the Premises and/or the Building to be
measured by an independent architect or space planner competent to make the
measurement to verify the actual number of square feet of Rentable Area included
in the Premises and/or the Building. If the verified number of square feet of
Rentable Area for the Premises is more or less than the number stated in the
Basic Lease Provisions, the Base Rent will be adjusted, effective as of the
Commencement Date, and for the balance of the Term, to reflect the Base Rent on
the verified number of square feet of Rentable Area in the Premises. If the
verified number of square feet of Rentable Area for the Building is more or less
than the number stated in the Basic Lease Provisions, Tenant's Share will be
adjusted, effective as of the Commencement Date and for the balance of the Term,
to reflect the actual proportion that the verified number of square feet of
Rentable Area in the Premises bears to the total verified number of square feet
of Rentable Area in the Building. If an adjustment is required, Landlord or
Tenant, as applicable, must pay to the appropriate party, in cash, the amount of
any overpayment or underpayment of Base Rent and/or Tenant's Share of the actual
Operating Expenses within 30 days after notice of the verified number of square
feet of Rentable Area; and both parties agree to execute an amendment to this
Lease providing for the adjustment.
TERM AND POSSESSION
Term. This Lease is for the term specified in subsection 0) of the
Basic Lease Provisions. The Term (hereinafter defined) commences on the
Commencement Date specified in subsection (k) of the Basic Lease Provisions and
expires, without notice to Tenant, on the Expiration Date specified in that
subsection. Such term, together with any Renewal Term(s), if applicable, is
herein called the "Term".
Surrender. Subject to Section 16.5 of this Lease and except for damage
from casualty or condemnation and ordinary wear and tear, Tenant must surrender
the Premises in good order and condition upon the expiration or earlier
termination of the Term.
Holdover. If Tenant remains in possession of the Premises after the
expiration or earlier termination of this Lease, Tenant will be deemed a
tenant-at-will, terminable upon 30 days' written notice by either party. If
Landlord does not give its consent to Tenant's remaining in possession prior to
the expiration of the Term, Tenant remains subject to all of the obligations of
Tenant under this Lease except that Tenant must pay Base Rent in an amount equal
to 125% of the Monthly Base Rent then being paid by Tenant.
RENT
Base Rent. Tenant agrees to pay rent ("Base Rent") for the Premises to
Landlord in monthly installments in advance on the first day of each calendar
month (i) in the amount specified in subsection (g) of the Basic Lease
Provisions during the initial Term and (ii) in an amount determined in
accordance with Exhibit "D" to this Lease during the applicable Renewal Term(s),
if any.
Payment of Rent. The term "Rent" means the Base Rent and all other
amounts provided for in this Lease to be paid by Tenant, all of which constitute
rental in consideration for this Lease and the leasing of the Premises. Rent
must be paid to Landlord in legal tender of the United States of America at the
times and in the amounts provided for herein at the address for Landlord
specified above, or to such other person or at such other address as Landlord
may from time to time designate in writing. The Rent must be paid without
notice, demand, abatement, deduction, or offset except as may be expressly set
out in this Lease. If the Commencement Date and/or Expiration Date is other than
the first day of a month, all Rent payable by Tenant will be prorated effective
upon the Commencement Date or the Expiration Date, as applicable.
Base Year Operating Expense/Base Year Taxes. The term "Base Year
Operating Expense" means the total actual Operating Expenses for the Project
(excluding actual ad valorem taxes for the Base Year) for the Base Year
specified in subsection (g) of the Basic Lease Provisions divided by the
Rentable Area in the Building. The term "Base Year Tax Expense for Tenant" means
$20,741.07.
Adjustment of Base Rent. Commencing on January 1 of the first full
calendar year following the Base Year and continuing throughout the Term, Base
Rent will be adjusted annually by an amount equal to Tenant's Share of the
excess ("Operating Expense Excess"), if any, of the actual Operating Expenses
(hereinafter defined) for the applicable calendar year over the Base Year
Operating Expenses, plus, the amount, if any, by which Tenant's Share of the
actual ad valorem taxes for the applicable calendar year exceeds the Base Year
Tax Expense for Tenant ("Tax Expense Excess").
Operating Expenses/Taxes. On or before December 1 of the Base Year and
each calendar year thereafter, Landlord must deliver to Tenant a written
statement setting out (i) its estimate of the Operating Expenses for the next
calendar year, (ii) its estimate of the excess ("Estimated Operating Expense
Excess"), if any, of the estimated Operating Expenses (excluding Estimated
Taxes) for such year over the actual Operating Expenses for the Base Year, (iii)
the amount of Tenant's Share of such Estimated Operating Expense Excess, (iv)
its estimate of ad valorem taxes for the next calendar year ("Estimated Taxes"),
(iv) its estimate of the amount by which Tenant's Share of the Estimated Taxes
exceeds ("Estimated Tax Excess") the Base Year Tax Expense for Tenant. Tenant
must pay monthly installments of Base Rent for that calendar year in an amount
equal to the Monthly Base Rent for such year increased by 1/12th of the
Estimated Tax Excess and 1/12th of the amount of Tenant's Share of the Estimated
Operating Expense Excess. If Landlord fails to provide the notice on or before
December 1, Tenant will continue to pay monthly installments of Base Rent and
the Estimated Tax Excess and Tenant's Share of Estimated Operating Expense
Excess at the same rate paid during the immediately preceding calendar year
until Landlord provides the notice.
Reconciliation. Within 150 days after the end of the Base Year,
Landlord must deliver to Tenant a written statement specifying the Base Year
Operating Expenses per square foot of Rentable area in the Building, together
with the supporting data establishing that amount. Within 90 days after the end
of each subsequent calendar year after the Base Year that occurs wholly or
partially during the Term, Landlord must deliver to Tenant a written statement
setting out the (i) actual Operating Expenses during the immediately preceding
calendar year, (ii) actual Operating Expenses for the Base Year, (iii) the
amount of the Operating Expense Excess, if any, (iv) the amount of Tenant's
Share of the Estimated Operating Expense Excess, (v) the actual ad valorem taxes
during the immediately preceding calendar year, (vi) Tenant's Share of the
actual ad valorem taxes for such year, (vii) the Base Year Tax Expense for
Tenant; (vii) the amount of the Tax Expenses Excess, if, (viii) the amount of
Tenant's Share of the Estimated Tax Expense Excess. Within 30 days after
Landlord furnishes the statement to Tenant, Tenant must make a lump sum payment
to Landlord of the total amount of Tenant's Share of the Operating Expense
Excess plus the amount of Tenant's Share of the Tax Expense Excess due for the
immediately preceding calendar year. The amount of Tenant's Share of the
Estimated Operating Expense Excess and Estimated Tax Expense Excess for such
calendar year previously paid by Tenant to Landlord, if any, will be credited
against the lump sum payment. If the amount of the credit exceeds the lump sum
payment due from Tenant and Tenant is not then in default under this Lease,
Landlord must refund the excess credit to Tenant at the time Landlord furnishes
the statement of the actual Operating Expenses and ad valorem taxes to Tenant.
If the amount of the credit exceeds the lump sum payment due from Tenant by more
than 10%, Landlord must, in addition to the payment specified in the preceding
sentence, pay Tenant interest on the excess at the rate of 8% per annum.
Interest will be calculated on the difference between Tenant's Share of the
Estimated Operating Expense Excess plus the Estimated Tax Expense Excess and
Tenant's Share of the Operating Expense Excess plus the Tax Expense Excess,
commencing on January 31 of the then current calendar year and continuing until
paid by Landlord. The obligation of Tenant or Landlord, as the case may be, to
make a lump sum payment or refund according to the actual Operating Expenses and
actual ad valorem taxes survives the expiration or termination of this Lease or
termination of Tenant's right to possession of the Premises.
Occupancy Factor. If the Building is not fully occupied during the Base
Year or Landlord is not supplying all services to all portions of the Building
during an entire calendar year, Operating Expenses will be adjusted as though
the Building had been fully occupied and Landlord were supplying all services to
all portions of the Building during the entire calendar year. No adjustment will
be made to any item or component of Operating Expenses that does not actually
vary with the rate of occupancy of the Building. Any adjustment that is made
must be based on the extent to which that particular item or component actually
varies with the rate of occupancy of the Building. To the fullest extent
practicable, the adjustments for each year after the Base Year must be made in a
manner consistent with the adjustments for the Base Year.
Maintenance of Records/Right to Audit. Landlord must maintain complete
and accurate records of all Operating Expenses of the Project. Tenant or
Tenant's authorized representatives have the right, at Tenant's expense and upon
reasonable notice (not less than 48 hours) exercised on or before 90 days after
Tenant receives Landlord's statement of actual Operating Expenses, to inspect,
audit, and copy Landlord's books and records relating to Operating Expenses for
the Base Year or any year thereafter. Any inspection and audit will be conducted
in Landlord's offices during normal business hours. If the payments of Tenant's
Share of the Excess for any year are determined to have been incorrect, an
appropriate payment must be made by or to Tenant, as the case may be, within 30
days after the completion of Tenant's audit so that Tenant pays only the amount
of Tenant's Share of the actual Excess for that year. Landlord must reimburse
Tenant for the reasonable cost of any inspection and audit if it reveals that
the Excess for any year was misstated in Landlord's final statement of the
actual Operating Expenses for such calendar year by more than 5%. If Tenant
falls to timely request an audit in any calendar year, Tenant will be deemed to
have waived its audit rights for that calendar year.
Operating Expenses. The term "Operating Expenses" means and includes
all expenses directly incurred by Landlord in the management, operation, repair,
and maintenance of the Project, except those items specified in Section 4.10 of
this Lease. Operating Expenses will be determined on an accrual basis in
accordance with generally accepted real estate accounting practices for similar
buildings located in the city in which the Project is located, consistently
applied, and include, but are not limited to, the following:
Wages, salaries, related taxes, insurance fees, benefits, and reimbursable
expenses of all personnel engaged directly in operating, managing, repairing,
and maintaining the Building and providing traffic control about the Project.
All supplies and materials used in operating, repairing, and maintaining
the Project.
Cost of all utilities for the Project, including, without limitation,
water, power, fuel, heating, lighting, air conditioning and ventilation.
Cost of all maintenance, repair, janitorial, security, and other similar
service agreements for the Project and the equipment used in the Project.
Cost of all insurance relating to the Project and Landlord's personal
property used in connection with die operations and management of the Project.
Ad valorem taxes and assessments and any taxes in lieu of these taxes based
on rent.
Costs of repairs and maintenance.
Amortization, with a market rate of interest, of the cost of installation
of capital investment items that are primarily for the purpose of reducing
operating costs or that may be required by any governmental authority having
jurisdiction over the Project (including ADA matters). All such costs must be
amortized over the reasonable life of the capital investment items.
A reasonable management fee consistent with the market in which the Project
is located, not to exceed the greater of 5% of gross rents or $3,500. Exclusions
From Operating Expenses. Operating Expenses do not include any of the following:
Leasing commissions, attorneys' fees, costs, and other expenses incurred in
connection with leasing space in the Project.
Costs incurred by Landlord in the discharge of its obligations for tenant
improvements, if any.
Costs (including permit, license, and inspection fees) incurred in
renovating or otherwise improving or decorating, painting, or redecorating
vacant space or space for tenants or prospective tenants of the Project.
Any cost or expense to the extent that Landlord is entitled to payment or
reimbursement from any tenant (including Tenant), insurer, or other person
(other than through payment of its proportionate share of Operating Expenses) or
for which any tenant (including Tenant) pays third persons.
Any security costs paid by Tenant directly to third party security firms.
Any depreciation and amortization on the Project except as expressly
permitted herein.
Costs incurred due to violation by Landlord of any applicable laws,
ordinances, or other legal requirements pertaining to the Project, or of the
terms and conditions of this Lease or any other lease relating to the Project.
Except to the extent paid for taxes or insurance, debt service on any
mortgages or other debt, or rent on any ground or underlying lease or other
similar financing device.
All items and services for which Tenant reimburses Landlord outside of
Operating Expenses or pays third persons or which Landlord provides selectively
to one or more tenants or occupants of the Project (other than Tenant) without
reimbursement.
Advertising and promotional expenditures.
Repairs and other work to the Project occasioned by fire, windstorm, or
other casualty for which Landlord or Landlord's mortgagee is entitled to be paid
through insurance or condemnation proceeds.
The cost of installing, operating, and maintaining any specialty service,
including, but not limited to, an observatory, broadcasting facilities, luncheon
club, or athletic or recreational club.
The cost (including increased real estate taxes and other Operating
Expenses related to) of any additions, repairs, alterations, changes,
replacements, and other items which under generally accepted real estate
accounting practices should be capitalized or are not properly classified as an
expense.
Any costs otherwise includable in Operating Expenses representing an amount
paid to any person or entity related to Landlord which is in excess of the
amount which would have been paid in the absence of the relationship.
Lease payments for rented equipment, the cost of which equipment would not
constitute an expense under generally accepted real estate accounting practices,
consistently applied, if the equipment were purchased.
Any expenses for repairs or maintenance that were covered by warranties and
service contracts in existence on or after the Commencement Date.
Costs of Landlord's general overhead and general administrative expenses
that would not be chargeable to Operating Expenses of the Project in accordance
with generally accepted cash basis real estate accounting practices,
consistently applied.
The cost of any work or service performed for any tenant of the
Building (other than Tenant) to a materially greater extent or in a materially
more favorable manner than that furnished generally to the tenants and other
occupants (including Tenant), including, without limitation, the cost of HVAC
provided in excess of that described in Article 6;
Late Charge. Any installments of Rent not received by Landlord by the 15th day
of each month will bear interest at the rate of 10% per annum from the 16th day
of each month until paid. It is agreed that the late payment charge constitutes
liquidated damages to reimburse Landlord for the damages to Landlord in
connection with the handling and processing of the late Rent installments. Any
amounts due by Tenant under this Lease that are not received by Landlord by the
60' day of after the date due will bear interest at the rate of 18% per annum
from the 31st day after the due date until paid.
USE
Use. Tenant and/or any assignee or sublessee may use and occupy the
Premises only for the purposes specified in subsection (m) of the Basic Lease
Provisions and for no other purposes. Tenant may not do, or permit anything to
be done, in or about the Premises nor bring or keep anything in the Premises
that will in any way increase the existing rate of, or affect, any fire or other
insurance upon the Project or any of its contents, or cause cancellation of any
insurance policy covering all or any part of the Project or any of its contents.
Tenant may not do anything, and must use reasonable efforts to cause its agents,
employees, and contractors not to do anything, in or about the Premises that
will in any way obstruct or interfere with the rights of other tenants or
occupants of the Project or injure or annoy them or create unreasonable elevator
loads or otherwise interfere with standard Building operations. Tenant will not
permit any nuisance in, on, or about the Premises. Landlord will not do
anything, and must use reasonable efforts to cause its agents, employees,
contractors, and other tenants and occupants of the Project not to do anything,
in or about the Project that will in any way obstruct or interfere with the
rights of Tenant under this Lease or injure or annoy Tenant. Landlord will not
permit any nuisance in, on, or about the Project.
Rules and Regulations. Tenant, its servants, employees, agents,
visitors, and licensees, will observe and comply with the Rules and Regulations
set out in Exhibit "B" and will abide by and conform to any additional or
substitute rules and regulations for the Building subsequently adopted by
Landlord after Tenant receives a copy of them. Landlord must enforce the rules
and regulations equitably and uniformly as to all tenants in the Project.
Compliance With Laws. Tenant will comply with, and will use its
reasonable efforts to cause its agents, employees, and contractors to comply
with, all laws, ordinances, orders, rules, and regulations (state, federal,
municipal, and other agencies or bodies having any jurisdiction over the
Project) relating to the use, condition, or occupancy of the Premises. Landlord
will comply with, and will use its reasonable efforts to cause its agents,
employees, and contractors to comply with, all laws, ordinances, orders, rules,
and regulations (state, federal, municipal, and other agencies or bodies having
any jurisdiction over the Project) relating to the use, condition, or occupancy
of the Project.
Hazardous and Toxic Materials.
For purposes of this Lease, hazardous or toxic materials means asbestos
containing materials and all other materials, substances, wastes, and chemicals
classified as hazardous or toxic substances, materials, wastes or chemicals
under then-current applicable governmental laws, rules or regulations or that
are subject to any right-to-know laws or requirements.
Tenant will not knowingly incorporate into, or use or otherwise place
or dispose of at, the Premises or any other portion of the Project any hazardous
or toxic materials, except for use and storage of cleaning and office supplies
used in the ordinary course of Tenant's business, and then only if (i) the
materials are in small, legal quantities, properly labeled and contained, (ii)
the materials are handled and disposed of in accordance with the highest
accepted industry standards for safety, storage, use, and disposal, (iii) notice
of and a copy of the current material safety data sheet is provided to Landlord
for each hazardous or toxic material, and (iv) the materials are used,
transported, stored, handled, and disposed of in accordance with all applicable
governmental laws, rules, and regulations. Landlord may periodically inspect,
take samples for testing, and otherwise investigate the Premises for the
presence of hazardous or toxic materials.
Landlord shall not knowingly dispose of at the Premises or any other
portion of the Project any hazardous or toxic materials that would materially
and adversely affect Tenant's access, use or occupancy of the Premises.
If Landlord or Tenant has knowledge of the presence in or on the
Premises or any other portion of the Project of hazardous or toxic materials
which affect the Premises that was not known to the parties as of the
Commencement Date, the party having knowledge must notify the other party
thereof in writing promptly after obtaining such knowledge.
If Tenant or its employees, agents, or contractors violates the
provisions of paragraph (b) of this Section or otherwise contaminate the
Premises or the Project, Tenant must clean-up, remove, and dispose of the
material causing the violation, in compliance with all applicable governmental
standards, laws, rules, and regulations and then prevalent industry practice and
standards and must repair any damage to the Premises or the Project within such
period of time as may be reasonable under the circumstances after written notice
by Landlord (collectively, "Tenant's Environmental Corrective Work"). However,
the parties agree that neither party is required to remediate any violations of
hazardous and toxic materials laws existing prior to or on the date of this
Lease, but Tenant must reasonably cooperate with any Operations and Maintenance
Program instituted by Landlord. Tenant must notify Landlord of its method, time,
and procedure for any clean up or removal; and Landlord may require reasonable
changes in such method, time, or procedure or require that the work be done
after normal business hours. Tenant's obligations under this subsection survives
the termination of this Lease.
If any Tenant's Environmental Corrective Work (i) is to occur outside
of the Premises or (ii) will in any way affect any portion of the Building other
than the Premises, Landlord may, but is not obligated to, undertake the Tenant's
Environmental Corrective Work. The work must be performed in accordance with the
same standards and provisions as are applicable to performance of Tenant's
Environmental Corrective Work. Tenant will allow Landlord, its agents,
employees, and contractors such access to any unrestricted areas of the Premises
that Landlord may reasonably request in order to perform such Tenant's
Environmental Corrective Work. Within 30 days after receiving an invoice, Tenant
must reimburse Landlord for the costs incurred by Landlord to perform such
Tenant's Environmental Corrective Work.
SERVICES
Landlord's Services. Except as expressly provided to the contrary in this
Lease, Landlord must, at Landlord's expense, furnish the following services to
Tenant and the Project in accordance with the standards of comparable similar
buildings in the area in which the Project is located:
Subject to curtailment as required by governmental laws, rules, or
regulations, air conditioning and central heat, in season, during normal
Building hours, which are 7:00 a.m. through 7:00 p.m. on weekdays and 7:00 a.m.
through 1:00 p.m. on Saturdays, excluding federal banking holidays ("Holidays").
Subject to the terms of Section 6.4, janitorial services (including daily
cleaning service and periodic window cleaning) in the Premises and public
portions of the Project for all days except Saturdays, Sundays, and Holidays.
Hot and cold water at those points of supply provided for drinking, toilet,
and lavatory purposes.
Maintenance for all public, structural, and exterior portions of the
Project.
Electric lighting service for all public portions of the Project and
Building standard lighting in the Premises.
To the extent the Building contains elevators, automatic passenger elevator
service and freight elevator service (in common with other tenants) at all times
for access to and egress from the Premises.
Electric energy for normal office equipment such as typewriters, dictation
machines, calculators, copiers, word processing equipment, personal computers,
other machines of a similar low electrical consumption, including all electrical
services necessary for the operation of the ATM Facilities.
Replacement of fluorescent light bulbs in any Building standard light
fixtures located in the Premises, the On-Floor Common Areas, and the General
Common Areas.
Any other services, utilities, and amenities customarily provided by
landlords in comparable multi-tenant office buildings in the locality of the
Building. Except as set out elsewhere in this Lease to the contrary, failure by
Landlord to provide these defined services or any other services not enumerated,
or any cessation of these services, will not (i) render Landlord liable in any
respect for damages to either person or property, unless the failure is the
consequence of Landlord's negligence or willful misconduct or willful omission,
(ii) be construed as an eviction of Tenant, or (iii) work an abatement of Rent
or relieve Tenant from any of Tenant's obligations under this Lease.
Services at Tenant's Cost. Upon request of Tenant, Landlord will provide
Tenant with air conditioning, heating, and electricity in excess of the
quantities described above, Within 30 days following Tenant's receipt of a
statement from Landlord, Tenant must pay Landlord the actual charges incurred by
Landlord for providing the excess services to Tenant. The amount payable by
Tenant may not exceed, the rates for such excess then generally being charged to
tenants in other comparable office buildings in the locality of the Building. If
more than one tenant has requested or is furnished excess service for all or
some of the same hours, the charge must be prorated, based upon the rentable
area of the premises leased by those tenants requesting and/or availing
themselves of the excess services. Tenant will notify Landlord if Tenant has
installed or intends to install any equipment in the Premises which consumes or
will consume heating, air conditioning, or electrical services in excess of the
quantities described in Section 6.1. Tenant may, at Tenant's expense, install a
separate meter to record Tenant's use or consumption of excess services.
Interruption of Services. If any of the services required to be
provided by Landlord require electricity, gas, water, or other services supplied
by public utilities, Landlord is obligated only to use its good faith efforts to
cause the applicable public utilities to furnish these utilities. Landlord will
not be in default under this Lease if Landlord uses reasonable diligence to
restore the services after Landlord receives written notice of the problem.
Notwithstanding the above, if services are interrupted for 3 consecutive days
and the interruption causes Tenant to close the Premises during the
interruption, Tenant's Rent will be abated commencing on the 4th day of
interrupted service and continuing thereafter until Tenant is able to use the
Premises. If services are interrupted continuously for 2 consecutive weeks
(which 2?▇▇▇▇ period will be extended by up to 14 additional days so long as
Landlord has commenced and is diligently pursuing restoration activities) and
the interruption causes Tenant to close the Premises during the interruption,
Tenant may terminate this Lease upon written notice to Landlord. The termination
will be effective on the date Tenant was required to close the Premises.
Janitorial. At any time during the Term, Tenant may, at its own expense
and following written notice to Landlord, discontinue the janitorial service
provided by Landlord to all or any portion of the Premises and employ its own
janitorial service to perform the normal janitorial services within the
Premises. If Tenant elects to contract directly for janitorial service to all or
any portion of the Premises, Landlord will no longer include within Operating
Expenses the cost of providing janitorial service to that portion of the
Premises (but not the cost of providing janitorial service to the General Common
Areas) in calculating Tenant's Share of actual Operating Expenses for the
Building, effective as of the commencement date of Tenant's janitorial contract.
Landlord may reasonably approve any provider selected by Tenant and may require
that the provider be bonded and insured.
Electricity. Notwithstanding anything contained Section 6.1 to the
contrary, at any time during the Term, Tenant may, at Tenant's sole option and
expense and following written notice to Landlord, cause the electrical services
to the Premises to be separately metered or sub-metered. Effective as of the
date provided in such written notice, Tenant will pay all electrical costs
relating to the Premises, and Landlord will no longer include within Operating
Expenses the cost of providing such electrical service to the Building in
calculating Tenant's Share of actual Operating Expenses for the Building. Tenant
acknowledges and agrees that current electrical system servicing the Building
may not be adequate to carry the full electrical load for all of Tenant's
equipment, fixtures, appliances, and other devices which operate on the
electrical system. Therefore, Tenant releases Landlord from all liability, loss,
or damage arising from the inadequacy of the electrical service and system as it
exists on the Commencement Date.
Negation of Security Services. Landlord is not required to provide any
security services to the Project for the benefit of any tenant or Tenant. Tenant
may contract directly (and pay) for such services. Landlord, however, is
entitled to reasonably approve any such provider and may require such provider
to be bonded and insured.
ALTERATIONS AND REPAIRS
Alterations. Tenant may make, or allow to be made, at its own cost and
expense, any alterations, installations, additions, or improvements in or to the
Premises costing $50,000 or less and not involving the structural or mechanical
systems of the Building without Landlord's prior written consent. All
alterations, installations, additions, or improvements, other than the
hereinafter defined Tenant's Equipment, will remain upon, and be surrendered
with, the Premises at the expiration or termination of this Lease or the
termination of Tenant's right to possession of the Premises. If Tenant occupies
the Premises on the Effective Date of this Lease, Landlord consents to the
presence of all safes, vaults, heavy furniture, and equipment that are situated
on or in the Premises on the Effective Date. If Tenant does any work, all
construction work done by Tenant within the Premises must be performed a good
and workmanlike manner, in compliance with all governmental requirements, and in
such manner as to cause a minimum of interference with the transaction of
business in the Building. Tenant agrees to indemnify Landlord from and against
any lien, loss, liability, or damage resulting from such work. Tenant must, if
requested by Landlord, furnish security satisfactory to Landlord against any
such loss, liability or damage. In no event will Tenant cause or permit any
liens to be placed against the Premises or the Project as a result of such
activities.
Tenant's Repairs. Except as provided in Section 7.3, Tenant will, at
Tenant's sole cost and expense, keep the area between the finished floor to the
finished ceiling within the Premises in good condition and repair. Subject to
the provisions of Section 8.3 (regarding waiver of subrogation), Article 8
(regarding casualty), and Article 10 (regarding condemnation), Tenant must
repair or replace any injury or damage to the Premises or Project, or their
appurtenances or fixtures, caused by or resulting from the act, omission, or
neglect of Tenant or Tenant's employees, servants, agents, assignees, or
subtenants. If Landlord is entitled to receive any insurance proceeds in
connection with such damage, the proceeds will be applied to, or offset against,
Tenant's cost of repairing the damage. If Tenant causes the damage and the cost
to Landlord for its insurance on the Project increases, Tenant must pay the
amount of the increase in insurance costs. If Tenant fails to repair or replace
any damage to the Premises or Project resulting from the negligence or
intentional act of Tenant, its employees, servants, agents, assignees, or
subtenants, within 30 days following written notice from Landlord of the need
for any the repairs, Landlord may, but is not obligated to, cause the
maintenance, repair, or replacement to be done. Tenant will reimburse Landlord
for all reasonable costs related to the repair within 30 days following written
demand.
Landlord's Repairs. Landlord must maintain in good condition and repair
(1) the roof, floor, subfloor, and foundation of the Building; (ii) the parking
areas, parking structures, and landscaping within the Project; (hi) all load
bearing and structural elements of the Building and the Premises; (iv) the
General Common Areas, On-Floor Common Areas, and Service Areas (including,
without limitation, all doors, corridors, windows, and other structures
therein); (v) the structural soundness of exterior walls of the Building and the
Premises; and (vi) all equipment (other than Tenant's Equipment) servicing the
Premises. Landlord, at it's sole cost and expense, also must repair any damage
to the Premises resulting from any damage to any items that Landlord is required
to maintain. If, within 30 days following written notice to Landlord from Tenant
specifying the nature of a repair needed Landlord fails to commence and
diligently pursue the repair and thereafter within a reasonable time and subject
to force majeure delays effect the requested repair, Tenant may, but is not
obligated to, cause the repairs to be done. Landlord must reimburse Tenant for
all reasonable costs related thereto within 30 days following written demand. If
Landlord fails to reimburse Tenant within the 30-day period, Tenant may offset
the costs against monthly installments of Rent payable by Tenant under this
Lease in the direct order of maturity. Except as set out in this Section or
elsewhere in this Lease, Landlord is not required to make any improvements to or
repairs of any kind or character to the Premises during the Term of this Lease.
Access to Premises. Except in an emergency or during the prosecution of
temporary repairs, Landlord may not, without the prior written consent of Tenant
(such consent not to be unreasonably withheld or delayed), temporarily or
permanently (i) change the location of, close, block, or otherwise materially
alter or materially restrict the use of any entrances, corridors, skywalks,
tunnels, doorways, or walkways leading to or providing access to any part of the
Building; (ii) materially block, close, or change, or consent to any closure or
change by public authorities of, the location of the curb cuts providing access
to the Building.
INSURANCE
Landlord's Insurance. Landlord must insure the Project and maintain (i)
"all risk" property insurance in an amount equal to the full replacement cost of
the Building and other improvements to the Project and (ii) commercial general
liability insurance with a contractual liability endorsement in the amount of at
least $2,000,000.00 combined single limit with respect to property damage,
bodily injury, or death to any number of persons in any one accident or
occurrence. The premiums for Landlord's insurance are an Operating Expense.
Landlord will deliver a certificate of insurance to Tenant concurrently with the
execution of this Lease and within 10 days after replacing the required
insurance following termination or cancellation of such existing insurance.
Tenant's Insurance. Tenant, at its sole cost and expense, must obtain
and maintain in full force and effect during the Term of this Lease (i) all
insurance coverage necessary or desirable for the full protection against loss
or damage from fire or other casualty of the non-Building standard improvements,
Tenant's Equipment, and other goods, furniture, or property placed in the
Premises; (ii) commercial general liability insurance with a contractual
liability endorsement in the amount of at least $2,000,000.00 combined single
limit with respect to property damage, bodily injury, or death to any number of
persons in any one accident or occurrence; and (iii) workers' compensation and
employer's liability insurance to the extent required by applicable law. All
policies must be obtained from responsible insurers that are authorized to
transact business in the State of Texas. Tenant will deliver certificates of
insurance in form reasonably acceptable to Landlord as soon as practicable after
the placing of the required insurance, but not later than 10 days prior to
Tenant's occupancy of all or any part of the Premises. Tenant will use
reasonable efforts to see that all policies contain an undertaking by the
insurers to notify Landlord (and, if specifically requested by Landlord, the
mortgagees of Landlord) in writing not less than 30 days before any material
change affecting the Premises, reduction in coverage, cancellation, or other
termination thereof. If Tenant fails to procure and maintain the required
insurance, Landlord may, but is not obligated to, procure and maintain the
coverages at Tenant's expense. Notwithstanding anything contained in this Lease
to the contrary, Tenant may self-insure against any risk for which it is
required to carry insurance under this Article.
Waiver of Claims. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant each releases the other from all liability
or responsibility to the other (or anyone claiming through or under them by way
of subrogation or otherwise) for any injury, death, loss, or damage to persons,
the Premises, the Project, or property located in or on the Premises or the
Project, caused by a peril or injury that is covered by a standard "all risks"
property insurance policy or a workers compensation policy, even if the injury,
death, loss, or damage is caused by the fault or negligence of the other party
or anyone for whom that party is, or may be, responsible. Landlord and Tenant
each represent and warrant that it is authorized, on behalf of its respective
insurance company(ies), to release the other, by way of subrogation, on behalf
of the insurance company(ies).
Indemnity By Tenant. Except for claims, actions, damages, liability, or
expense, (i) with respect to which Landlord has an indemnity obligation to
Tenant elsewhere in this Lease or (ii) resulting from any act or omission of
Landlord, its officers, partners, agents, contractors, employees, or invitees
not covered by Section 8.3 of this Lease, Tenant agrees to indemnify and defend
Landlord from and against any and all claims, actions, damages, liability, and
expense (including, but not limited to, court costs, costs of investigation, and
reasonable attorneys' fees) in connection with loss of life, bodily injury,
and/or damage to property of Landlord or any other person arising from or out of
Tenant's use or occupancy of the Premises or an), other part of the Project,
occasioned wholly or partially by act or omission of Tenant, its officers,
partners, agent, employees, contractors, or invitees, including, but not limited
to, any failure by Tenant to perform any of its obligations under this Lease.
Indemnity By Landlord. Except for claims, actions, damages, liability,
or expense (i) with respect to which Tenant has an indemnity obligation to
Landlord elsewhere in this Lease or (ii) resulting from any act or omission of
Tenant, its officers, partners, agents, contractors, employees, or invitees not
covered by Section 8.3 of this Lease, Landlord agrees to indemnify and defend
Tenant from and against any and all claims, actions, damages, liability, and
expense (including, but not limited to, court costs, costs of investigation, and
reasonable attorneys' fees) in connection with loss of life, bodily injury,
and/or damage to property of Tenant or any other person arising from or out of
Landlord's use or occupancy of the Premises or any other part of the Project,
occasioned wholly or partially by act or omission of Landlord, its officers,
partners, agent, employees, contractors, or invitees, including, but not limited
to, any failure by Landlord to perform any of its obligations under this Lease.
CASUALTY
Substantial Destruction. If (i) either the Premises or the Building is
totally destroyed by fire or other casualty or damaged so that rebuilding cannot
reasonably be substantially completed within 180 days after Landlord's receipt
of written notification of the damage, (ii) the Building is damaged to the
extent. that it is unsuitable for use in a manner comparable to its use prior to
the damage and such damage cannot be repaired and the Building restored to such
use within 150days from the date of the damage, or (iii) the Building is not
substantially damaged but insurance proceeds are not made available to Landlord
by Landlord's lender for repair purposes, either party may terminate this Lease
upon written notice to the other within 30 days after both pal-ties are notified
as to the length of the period required to rebuild or repair the Building or the
lack of available insurance proceeds. If the Lease is terminated, the Rent will
be abated for the unexpired portion of the Lease, effective as of the date of
the damage.
Partial Destruction. If this Lease is not terminated pursuant to
Section 9.1, Landlord must proceed with reasonable diligence to rebuild or
repair the Building, Premises, and other improvements to substantially the same
condition in which they existed prior to the damage. If Tenant's use of the
Premises or the conduct of its business is impaired because of the damage,
regardless of whether the Premises are themselves damaged, the Rent payable
under this Lease during the period of impairment will be equitably reduced based
on the degree to which Tenant's use and enjoyment of the Premises are impaired.
The reduction in the Rent will continue until the first to occur of (i) the 60th
day after the date Landlord completes restoration of the Premises and Building
to substantially the condition existing prior to the damage or (ii) the date
Tenant resumes full operation of its business from the Premises. Landlord's
obligation to rebuild or restore under this Section is limited to restoring the
Premises and Building to substantially the condition in which they existed prior
to the damage, exclusive of improvements for which Tenant is responsible under
the terms of this Lease. Promptly following Landlord's completion of its work,
Tenant, at its sole cost and expense, must proceed with reasonable diligence to
restore those improvements for which Tenant is responsible under this Lease to
substantially the condition in which they existed prior to the damage. If this
Lease is not terminated pursuant to Section 9.1 and Landlord falls to
substantially complete the necessary repairs or reconstruction within 180 days
from the date of Landlord's receipt of written notification of the damage,
Tenant may terminate this Lease by delivering written notice of termination to
Landlord. All rights and obligations of Tenant under this Lease will terminate
as of the date of the damage or casualty. If the damage to the Premises or the
Building occurs during the last 12 months of the Term (or any applicable Renewal
Term) and the damage cannot be fully repaired within 30 days, Tenant may
terminate this Lease effective as of the date of the damage by giving Landlord
written notice of its election to do so within 30 days of the occurrence of the
damage.
CONDEMNATION
Condemnation. If all or substantially all of the Premises is taken by eminent
domain or for any public or quasi-public use or purpose, this Lease will
terminate on the date the condemning authority takes possession. If only a part
of the Premises is taken or if any portion of the Project necessary, in Tenant's
reasonable judgment, for the conduct of Tenant's business (including, without
limitation, that portion of the Project providing ingress or egress to the
Motorbank Facilities), Tenant either may (i) terminate this Lease on the date
the condemning authority takes possession by giving notice to Landlord of its
election to do so within 30 days after the date of the taking or (ii) continue
this Lease in full force and effect as to that part of the Premises not taken.
If Tenant elects to continue this Lease, Base Rent will be reduced (from and
after the date of the taking of possession) in the proportion that the number of
square feet of the Premises taken, if any, bears to the total number of square
feet contained in the Premises immediately prior to the taking. If 20% or less
of the Premises is taken or sold or if this Lease is not terminated upon ally
taking or sale of greater than 20% of the Premises, Rent payable under this
Lease will be abated as of the date of the taking or sale in proportion to the
portion of the Premises that is rendered untenantable by the taking; and
Landlord must proceed with all reasonable diligence to restore the Premises to
substantially its former condition. Landlord is not required, however, to spend
more than the amount received by Landlord or made available by Landlord's lender
as compensation for the taking of the applicable portion of the Premises. If
this Lease is not terminated pursuant to this Section and Landlord falls to
substantially complete the necessary repairs within 180 days from the date of
the taking, Tenant may terminate this Lease by delivering written notice of
termination to Landlord. All rights and obligations of Tenant under this Lease
will terminate as of the date of the taking of possession.
ENTRY BY LANDLORD
Entry. Landlord, its agents, employees, and representatives, may enter the
Premises at any time following at least 24 hours' prior written notice to Tenant
to show the Premises (exclusive of any security areas) to prospective purchasers
of the Project and lenders or for the operation and maintenance of the Project.
Landlord may not materially interfere with or impair Tenant's use and enjoyment
of the Premises while exercising its rights under this Section. During the last
12 months of the Term, or any applicable Renewal Term, Landlord, its agents,
employees, and representatives, also may enter the Premises at any time
following at least 24 hours' prior written notice to Tenant to show the Premises
(exclusive of any security areas) to prospective tenants.
SUBORDINATION AND NON-DISTURBANCE
Subordination, Non-Disturbance, and Attornment. Subject to the remaining
provisions of this Section, this Lease is subject and subordinate to any ground
or similar leases and to all mortgages that hereafter encumber or affect the
Project and to all renewals, modifications, consolidations, replacements,
enlargements, and extensions of any such leases and mortgages at the election of
the lessor(s) and/or mortgagee(s). If any lease or mortgage is terminated or
foreclosed, as the case may be, this Lease will not terminate and Tenant's
possession of the Premises will not be disturbed during the Term or any Renewal
Term so long as Tenant is not in default (beyond any period given Tenant to cure
such default) in the payment of Rent or in the performance of any of the terms,
covenants, or conditions of this Lease to be performed by Tenant. Tenant will
attorn to the lessor under such lease or the purchaser at such foreclosure sale,
as the case may be. Subject to the following sentence, the lessor or purchaser
at the foreclosure sale will be bound by the terms of this Lease. No lessor or
purchaser will be (i) liable for any act or omission of any prior landlord
(including Landlord); (ii) subject to any offsets or defenses Tenant may have
against any prior landlord (including Landlord); (iii) bound by Rent paid by
Tenant to any prior landlord (including Landlord) for any period other than the
current month; or (iv) bound by any security or advance rental deposit made by
Tenant that is not delivered or paid over to the lessor or subsequent purchaser.
Quiet Enjoyment. If Tenant pays the Rent and performs Tenant's obligations under
this Lease, Tenant may peaceably and quietly enjoy the Premises for the Term and
any Renewal Term.
ASSIGNMENT AND SUBLETTING
Assignment. Tenant may assign its rights under this Lease without Landlord's
prior approval to any (i) entity controlling, controlled by, or under common
control with Tenant or into which Tenant is merged or consolidated; (ii) state
or national banking association; or (iii) state or federal savings and loan
association or federal savings bank ("Permitted Transferee"). Tenant may assign
its rights under this Lease to any other party with Landlord's prior written
approval, which approval will not be unreasonably withheld or delayed.
Landlord's right to approve any assignee of Tenant's rights under this Lease is
limited to approval of (A) the character, reputation, and financial strength of
the proposed assignee, (B) compliance of the proposed use with any deed
restrictions affecting the Project, the Permitted Uses set out in subsection (m)
of the Basic Lease Provisions, and any use restrictions contained within then
existing leases in the Project. No other factors may be considered. Landlord
must indicate its written approval or disapproval of any proposed assignee
within 30 days after Tenant gives notice to Landlord of the proposed assignment,
including the identity of the proposed assignee and reasonably sufficient
information as to the proposed assignee and proposed use to enable Landlord to
evaluate the assignee's character, reputation, and financial strength and to
determine compliance of the intended use. If Landlord falls to indicate its
approval or disapproval within the 30?day period, Landlord will be deemed to
have approved the requested assignment. Any assignment of Tenant's rights under
this Lease that are not in accordance with this subsection is voidable at
Landlord's option.
Subletting. Tenant may sublease any portion of the Premises so long as (1) the
sublease term (including all renewal and extension rights of any kind) does not
extend past the stated Expiration Date; (ii) the intended use by the sublessee
does not violate any deed restrictions affecting the Project; and (iii) the
sublessee's use would not violate any then existing leases within the Project.
Unless the subletting is to a Permitted Transferee, the prior consent of
Landlord is required, such consent not to be unreasonably withheld or delayed.
To the extent the rentals or income derived from any sublease or assignment
exceed the rentals due hereunder, such excess rentals and income shall be shared
equally by Tenant and Landlord. If this Lease or any part hereof is assigned or
the Premises or any part thereof are sublet, Landlord may at its option collect
directly from such assignee or sublessee its share of all rents becoming due to
Tenant under such assignment or sublease and apply such rent against any sums
due to Landlord by Tenant hereunder. Tenant hereby authorizes and directs any
such assignee or sublessee to make such payments of rent direct to Landlord upon
receipt of notice from Landlord and Tenant agrees that any such payments made by
an assignee or sublessee to Landlord shall, to the extent of the payments so
made, be a full and complete release and discharge of rent owed to Tenant by
such assignee or sublessee. No direct collection by Landlord from any such
assignee or sublessee shall be construed to constitute a novation or a release
of Tenant or any guarantor of Tenant from the further performance of its
obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee
or occupant of the Premises or any part thereof shall not be deemed a waiver of
the above covenant in this Lease against assignment and subletting or a release
of Tenant under this Lease.
Liability. Tenant will remain directly and primarily liable for the performance
of all of the covenants, duties, and obligations of Tenant under this Lease
after any assignment or subletting unless Landlord executes and delivers a
written instrument expressly releasing Tenant from liability. If Landlord does
not execute and deliver a release, Landlord may enforce the provisions of this
Lease against 'Tenant or any assignee or sublessee without demand upon or
proceeding in any way against any other person.
Consent. Consent by Landlord to a particular assignment or sublease will not be
deemed to be a consent to any other or subsequent transaction. If this Lease is
assigned without the permission of Landlord, Landlord may nevertheless collect
Rent from the assignee or sublessee and apply the net amount collected to the
Rent payable by Tenant without waiving any provisions of this Lease or releasing
Tenant from the performance of the obligations of the Tenant under this Lease.
DEFAULT
Tenant Default. Each of the following is a "Tenant Default":
Tenant fails to pay all or any part of the Rent within 10 days following
written notice to Tenant by Landlord.
Tenant fails to fulfill or perform, in whole or in part, any of its
obligations under this Lease (other than the payment of Rent) within 30 days
following written notice to Tenant from Landlord (plus such additional [not to
exceed 60 days] time as may be required to cure a default which, despite
diligent continuous effort, cannot by its nature be cured within the 30-day
period).
A receiver, trustee, or liquidator of the property of Tenant is appointed
by any regulatory authority having jurisdiction over Tenant or Tenant
voluntarily enters into a consent decree with any regulatory authority having
Jurisdiction over Tenant for the appointment of a receiver of the property of
Tenant and the receiver, trustee, or liquidator appointed is not discharged
within 90 days after the appointment.
Abandonment of any material portion of the Premises.
Landlord's Remedies. If a Tenant Default occurs, Landlord may exercise one or
more of the following remedies at any time prior to the curing of Tenant's
Default without waiving any of Landlord's other rights under this Lease or
available to Landlord at law or in equity (Landlord's rights being cumulative):
Terminate this Lease;
Terminate Tenant's right to possession without terminating this Lease; and
Without court proceedings, re-enter and repossess the Premises and remove
all persons and property from the Premises.
If Landlord elects to terminate this Lease, it may treat the Tenant Default as
an entire breach of this Lease; and Tenant will be liable to Landlord for
damages equal to (i) the cost of recovering and reletting the Premises,
including, without limitation, the reasonable cost of remodeling the Premises
with Building standard improvements and leasing commissions attributable to the
unexpired portion of the Term; (ii) all unpaid Rent and other amounts earned or
due as of the termination date; and (Iii) the discounted present value of the
amount by which the Base Rent for the remainder of the Term exceeds the then net
fair market rental value of the Premises for the same period of time. If
Landlord elects to terminate Tenant's right to possession of the Premises
without terminating this Lease, Landlord may rent all or any portion of the
Premises for the account of Tenant to any person or persons, for such rent, and
on such terms and conditions as Landlord deems appropriate; and Tenant will be
liable to Landlord for the amount, if any, by which the Rent for the unexpired
balance of the Term exceeds the amount received by Landlord from the reletting,
after deducting the reasonable costs of repossession, reletting, remodeling, and
other expenses incurred by Landlord. Tenant must pay this amount in monthly
installments on the first day of each remaining month of the Tenn. Landlord is
not liable for failure to collect the rent due under the reletting, and Tenant
is not entitled to any excess rents received by Landlord. All rights and
remedies of Landlord are cumulative and not exclusive. Tenant agrees to
surrender possession of the Premises.
Costs. If a Tenant Default occurs, Tenant must reimburse Landlord on demand for
all costs reasonably incurred by Landlord in connection with the Tenant Default,
including, but not limited to, reasonable attorneys' fees and court costs.
Landlord Default. A "Landlord Default" occurs if Landlord falls to fulfill or
perform, in whole or in part, any of its obligations under this Lease within 30
days following written notice to Landlord from Tenant specifying the nature of
the default or, having so commenced, thereafter fails to diligently and
continuously (subject to force majeure) cure the default.
Tenant's Remedies. If a Landlord Default occurs, Tenant may exercise one or more
of the following remedies at any time prior to the curing of Landlord's Default
without waiving any of Tenant's other rights under this Lease or available to
Tenant at law or in equity (Tenant's rights being cumulative):
Perform Landlord's obligations and offset the reasonable costs and expenses
incurred by Tenant in doing so against future Rent as it becomes due; and
▇▇▇ Landlord for damages suffered by Tenant as a consequence of Landlord's
default.
Non-Waiver. The failure of either party to seek redress for violation, or to
insist upon the strict performance, of any covenant or condition of this Lease
will not prevent that party from exercising its rights with respect to any
subsequent act or omission, whether similar or dissimilar. Landlord may accept
Tenant's Rent payment while a Tenant Default exists, with or without knowledge
of the Tenant Default, without waiving the Tenant Default, reinstating this
Lease or Tenant's right of possession if' either or both have been terminated,
or affecting any notice, election, action, or suit by a ▇▇▇▇▇. No provision of
this Lease will be deemed to have been waived by either party unless the waiver
is in writing signed by the party to be charged, Acceptance of a surrender of
the Premises by Landlord must be expressed in a writing signed by Landlord.
Mitigation. If either party defaults, the other party agrees to use commercially
reasonable efforts to mitigate its damages.
SIGNAGE
Building Name. The name of the Building will be the ▇▇▇▇▇ Fargo Bank Building,
and Tenant has exclusive name and exterior signage rights with respect to the
Building during the Term. Notwithstanding the foregoing, if the Building is a
multi-tenant building, Landlord may erect exterior building signage for other
tenants with the prior written consent of Tenant, such consent not to be
unreasonably withheld, conditioned, or delayed, and which consent will be deemed
given if Tenant fails or refuses to respond to Landlord's request for consent
within 30 business days of Landlord's request. Further, Landlord may erect and
maintain marquee signs on the Project without Tenant's prior consent so long as
the sign does not block or obscure the view of Tenant's then existing signage.
Other Signs. Landlord consents to and approves all signs of Tenant existing on
or within the Premises, Building, or Project as of the Commencement Date so long
as those signs comply with all applicable laws, ordinances, codes, and
regulations. All signs, banners, lettering, placards, decorations, and
advertising media that can be viewed from the exterior of the Premises must
conform in all respects to the requirements, if any, of all applicable laws,
ordinances, codes, and regulations and must be kept in good condition and proper
operating order. Tenant must, if requested by Landlord to, remove all signs
following the expiration or earlier termination of this Lease so long as the
removal is completed within 15 business days following the expiration or earlier
termination date and Tenant, at Tenant's expense, restores the surface to which
the signs were attached to its original condition. If Tenant fails to remove all
signs within the 15-day period, the signs become the property of Landlord
without any credit or compensation to Tenant. Tenant agrees to indemnify and
defend Landlord from all loss, damage, cost, expense, and liability in
connection with loss of life, bodily injury and/or damage to property of
Landlord or any other person arising out of Tenant's removal, storage, or
disposal of its signs. If Tenant changes its name at any time, Tenant may change
or replace its signage to reflect the changed name.
Change of Name. Tenant has the right, at any time, to change any of Tenant's
signage in and on the Building which includes Tenant's name or trademark.
Landlord retains the right to approve or disapprove of the aesthetic content of
any change in signage that is not dictated or permitted by any corporate
signing, graphics, and lettering policies, as amended from time to time, that
are followed by Tenant or Tenant's parent company, and their successors and
assigns. Landlord must respond in writing to Tenant's request for approval
within 15 Business Days from receipt of the schematics of Tenant's signage. If
Landlord fails to respond during this 15-day period, it will be deemed to have
approved the change in signage. Tenant will bear the costs of changing its
signage and any Building signage that includes Tenant's signage.
MISCELLANEOUS
Amendment. This Lease may not be modified or amended, in whole or in part,
except in a writing signed by all parties to this Lease.
Severability. If any term or provision of this Lease is held to be invalid or
unenforceable by a final judgment of a court of competent jurisdiction, the
remaining terms and provisions of this Lease will not be affected.
Estoppel Certificates. At the request of either party, Landlord and Tenant agree
to execute and acknowledge a certificate stating, among other things, the
Commencement Date and Expiration Date, whether this Lease is in full force and
effect, whether any amendments or modifications exist, and whether there are any
defaults under the Lease.
Authority. Landlord represents to Tenant that (i) it is an entity, duly
authorized and existing under the laws of the state in which it is domiciled and
is qualified to do business in the State of Texas, (ii) it has full right and
authority to enter into this Lease, (ill) the person signing on behalf of
Landlord is authorized to do so, and (iv) the execution and delivery of this
Lease by Landlord will not result in any breach of, or constitute a default
under, any mortgage, deed of trust, lease, loan, credit agreement, partnership
agreement, or other contract or instrument to which Landlord is a party or by
which Landlord may be bound. Tenant represents to Landlord that (A) it is a
national banking association and is qualified to do business in the State of
Texas, (B) it has full right and authority to enter into this Lease, (C) the
person signing on behalf of Tenant is authorized to do so, and (D) the execution
and delivery of this Lease by Tenant will not result in any breach of, or
constitute a default under, any mortgage, deed of trust, lease, loan, credit
agreement, partnership agreement, or other contract or instrument to which
Tenant is a party or by which Tenant may be bound.
Removal of Tenant's Equipment.
Tenant's Equipment is the property of Tenant. The term "Equipment"
includes, regardless of the manner of installation all furnishings, art work,
furniture, sign faces, computers, computer related equipment or property, air
conditioning units installed by Tenant, cabling, tubing, pneumatic tubing, ATMs
and other electronic equipment, safes, halon systems, security systems,
communications equipment, and other equipment or property used by Tenant in its
operations. Equipment does not include vaults (other than mobile vaults) or
teller lines.
Tenant may continue to store certain Tenant's Equipment on the basement
level of the Building ("Basement Space") until October 31, 2000, without charge.
If Tenant fails to remove all Tenant's Equipment from the Basement Space on or
before October 31, 2000, Tenant agrees to pay rent on any portion of the
Basement Space still occupied at the same rate per square foot of Rentable Area
as it currently is paying for the Premises, together with Tenant's Share of
Operating Expenses and Tax Expense applicable to the occupied Base Space,
commencing on November 1, 2000 and continuing throughout the Term of this Lease.
Upon the expiration or other termination of this Lease, Tenant must, if
requested by Landlord, remove all Tenant's Equipment from the Premises so long
as the removal is completed within 15 business days following the expiration or
termination of the Term and Tenant, at its sole cost and expense, repairs any
damage caused by the removal. Any Tenant's Equipment not removed within the
15-day period will become the property of Landlord.
Successors and Assigns. Subject to the limitations and conditions set out
elsewhere in this Lease, this Lease is binding upon and inures to the benefit of
the parties to the Lease and their respective heirs, legal representatives,
successors, and permitted assigns and/or sublessees. The term "Landlord", as
used in this Lease, means only the owner of the Project at the time in question
so far as the performance of any covenants or obligations on the part of
Landlord under this Lease arc concerned. If title to the Project is transferred,
the party conveying title is relieved of all liability and obligations of the
Landlord arising under this Lease from and after the date of the transfer if:
(i) the transferee assumes in writing all of the liabilities and obligations of
the transferor and (ii) the transferor and transferee jointly notify Tenant, in
writing, of the transfer of the Project, including, the address of the
transferee for notice purposes. Until these conditions are satisfied, the
transferor is not released from its liabilities or obligations under this Lease,
nor will Tenant have any liability to the transferee for the payment of Rent or
other sums due under this Lease.
Notice. Except as otherwise provided in this Lease, any statement, notice,
demand, or other communication that Landlord or Tenant gives to the other is
sufficient if the notice is (1) hand delivered, (ii) sent by registered or
certified mail, return receipt requested, or (iii) delivered by third party
commercial delivery service, in each instance addressed at the address(es)
specified in Section 1. 1(r) or at other address(es) designated by the other
party in accordance with this Section. Each notice given in accordance with this
Section is effective when actually received by the addressee with written
evidence of receipt if it is hand delivered or delivered by third party
commercial delivery service or when deposited in a receptacle of the United
States mail if it is mailed.
Headings. The captions in this Lease are inserted as a matter of convenience for
reference purposes. They do not define, limit, or describe the scope or the
intent of any provision of this Lease.
Number and Gender. All genders used in this Lease include the other genders. The
singular includes the plural, and the plural includes the singular.
Governing Law. This Lease will be construed and enforced in accordance with the
internal laws of the State of Texas without regard to choice of law or conflicts
of laws rules.
Inability to Perform. Notwithstanding Section 16.14, whenever a period of time
is prescribed in the Lease for the taking of any action (other than monetary
obligations) by Landlord or Tenant, neither Landlord nor Tenant is liable or
responsible for any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations or restrictions, or any
other cause whatsoever beyond the control of either such party, and any days of
delay that result from any of these events will be excluded from the computation
of the time period. Furthermore, the nonperformance or delay in performance by
either such party does not constitute a breach or default under this Lease,
constitute a total or partial eviction, constructive or otherwise, by Landlord
or Tenant, nor give rise to any claim against either Landlord or Tenant for
damages.
Broker. Landlord and Tenant represent and warrant to the other that they have
dealt only with the Broker(s) named in Section 1.1(n) in connection with this
Lease and that, insofar as they know, no other broker negotiated or is entitled
to any commission in connection with this Lease. Landlord will pay any
commission owed to Broker(s) and will indemnify and defend Tenant from and
against all claims (and costs of defending against and investigating such
claims) of any broker or similar parties, including Broker(s), claiming under
Landlord in connection with this Lease.
Entire Agreement. All Exhibits, Addenda, and Schedules attached to this Lease
are incorporated in and made a part of this Lease for all purposes. This Lease,
together with all Exhibits, Addenda, and Schedules attached hereto, contains the
entire agreement between Landlord and Tenant with respect to the subject matter
in this Lease. Tenant acknowledges and agrees that neither Landlord nor
Landlord's agents or representatives have made any representations, warranties,
or promises with respect to the Project, the Premises, Landlord's services, or
any other matter that are not expressly set out in this Lease and that Tenant
will not acquire any rights, casements, or licenses by implication or otherwise
except those expressly set out in this Lease, if any. Further, the terms and
provisions of this Lease may not be construed against or in favor of either
party merely because that party is the "Landlord" or the "Tenant" or because
that party or its counsel drafted this Lease.
Time of Essence. Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.
Parking. Tenant has the right to use the parking facilities of the Building,
subject to Landlord's reasonable rules and regulations for the parking
facilities, all as more particularly set out in Exhibit C to this Lease.
Landlord may not alter, reduce, or modify any parking areas or take any other
actions regarding the parking areas that would adversely affect Tenant or its
customers, invitees, or employees.
Tenant Taxes. Tenant must pay, or cause to be paid, before delinquency, any
taxes levied or assessed on Tenant's Equipment and non-Building standard
fixtures that become payable during the Term. If the assessed value of the
Project is increased by inclusion of Tenant's Equipment and fixtures in the
Premises and Landlord elects to pay the taxes, charges, and other assessments
based on the increase, Tenant must reimburse Landlord within 30 days following
demand for the portion of the taxes, charges, and other assessments for which
Tenant is primarily liable under this Lease.
Attorneys' Fees. If either party defaults in the performance of any of the
terms, agreements, or conditions contained in this Lease and the non-defaulting
party places the enforcement of this Lease in the hands of any attorney who
files suit on behalf of that party, the prevailing party in the suit may recover
its reasonable attorneys' fees from the other party.
Exclusive. Landlord agrees that it will not lease any portion of the remainder
of the Building or the Project to (i) a full service retail state, national, or
banking association, state or federal savings and loan association, federal
savings bank, credit union, or mortgage company on the first floor of the
Building; (ii) any tenant whose business, as of the date of execution of such
tenant's lease, would attract public protest or demonstration to the Project
that materially disrupts or interferes with the conduct of Tenant's business
within the Premises or the safe access of Tenant's employees or customers to the
Premises (collectively, the "Prohibited Tenants"). For purposes of this Section,
an entity will be considered to be conducting a "full service retail" operation
if it accepts cash deposits or accepts cash deposits and makes loans to its
customers through a walk-up or drive-thru facility (including an ATM facility)
located in the Building or on the Project. Nothing in this Section limits
Landlord's right to lease or rent to a brokerage company, investment company,
mortgage company, or any other business entity that is not a Prohibited Tenant,
regardless of whether the other tenant sells or provides services that arc the
same or similar to any services also provided by Tenant so long as these
businesses are not located on (and are not permitted to advertise on) the 1st
floor of the Building.
Conflict. If a conflict exists between the terms and provisions of this Lease
and the terms and provisions of any Exhibit, Addenda, or Schedule to this Lease,
the terms and provisions of the Exhibit, Addendum, or Schedule will control to
the extent of any conflict.
Waiver of Landlord's Lien. Landlord expressly waives and releases any liens,
security interests, claims, demands, causes of action, and other rights Landlord
now has or hereafter may acquire with respect to any of Tenant's Equipment or
other property now or hereafter located in the Premises or the Project.
Limitation of Landlord's Liability. If Tenant recovers a money judgment against
Landlord, Landlord's liability is limited to its right, title, and interest in
the Project as the same may then be encumbered.
EXECUTED on June 27, 2000, to be effective as of the date and year first
above written.
LANDLORD:
▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD.
a Texas limited partnership
By: ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Broadway LLC
By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: Managing Member
---------------------------------
TENANT:
▇▇▇▇▇ FARGO BANK TEXAS, N.A.
a national banking association
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President
EXHIBIT "A"
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TRACT 1: Tract "A", Block Ninety-Eight (98), a replat of Lots One (1) through
Twenty (20), Original Town of Lubbock, Lubbock County, Texas, according to the
map, plat and/or dedication deed thereof recorded in Volume 1737, Page 783, Deed
Records of Lubbock County, Texas, being further described as follows:
BEGINNING at a point In the South right-of-way line of 1Oth Street, a 75 foot
wide public street, which bears N. 90(0)00'00" E. a distance of 15.00 feet from
a cross found cut on concrete at the original Northwest ▇▇▇▇▇ of ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE N. 90(0)00'00" E., along the South right-of-way line of ▇▇▇▇ ▇▇▇▇▇▇, a
distance of 240.00 feet to a point of curvature from whence a "crow's foot"
found cut on concrete bears N. 90(0)00'00" E. 15.00 feet;
THENCE Southeasterly around a curve to the right, said curve having a radius of
15.00 feet, a central angle of 90(0), tangent lengths of 15.00 feet, a chord
distance of 21.21 feet, and an arc length of 23.56 feet to a point of tangency
in the West right-of-way line of Avenue "N", a 75 foot wide public street;
THENCE S. 00(0)00'00" E., along the West right-of-way line of Avenue "N", a
distance of 122.50 feet to a "crow's foot" found cut on concrete at the most
Easterly Southeast ▇▇▇▇▇ of this tract;
THENCE S. 90(0)00'00" W. a distance of 135.00 feet to a cross found cut on
concrete at an "ell" corner of this tract;
THENCE S. 00(0)00'00" E. a distance of 122.50 feet to a cross found cut on
concrete at the most Southerly Southeast ▇▇▇▇▇ of this tract in the North
right-of-way line of Main Street, a 100 foot wide public street;
THENCE S. 90(0)00'00" W., along the North right-of-way line of Main Street, a
distance of 120.00 feet to a point of curvature from whence a found railroad
spike bears S. 90(0)00'00" W. 15.00 feet;
THENCE Northwesterly around a curve to the right, said curve having a radius of
15.00 feet, a central angle of 90(0), tangent lengths of 15.00 feet, a chord
distance of 21.21 feet, and an arc length of 23.56 feet to a point of tangency
in the East right-of-way line of Avenue "0", a 75 foot wide public street;
THENCE N. 00(0)00'00" W., along the East right-of-way line of Avenue "0", a
distance of 230.00 feet to a point of curvature from whence a cross found cut on
concrete bears N. 00(0)00'00" W. 15.00 feet;
THENCE Northeasterly around a curve to the right, said curve having a radius of
15.00 feet, a central angle of 90(0), tangent lengths of 15.00 feet, a chord
distance of 21.21 feet, and an arc length of 23.56 feet to the Point of
Beginning.
TRACT II: Lots One (1) through (10), Block One Hundred Thirteen (113), and that
alley closed by City Ordinance 6532 and included therein, Original Town of
Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication
deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County,
Texas, being further described as follows:
BEGINNING at a cross found cut an concrete In the North right-of-way line of
Broadway, a 100 foot wide public street, at the Southeast ▇▇▇▇▇ of ▇▇▇ ▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE S. 90(0)00'00" W., along the North right-of-way line of Broadway, a
distance of 125.00 feet to a cross found cut on concrete in the East line of a
public alley at the Southwest ▇▇▇▇▇ of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇;
THENCE N. 00(0)00'00" W, along the East line of said public alley, at 125.00
feet pass the South line of a closed alley, at 145.00 feet pass the North line
thereof, continuing for a total distance of 270.00 feet to a cross cut on
concrete In the South right-of-way line of Main Street, a 100 foot wide public
street, for the Northwest ▇▇▇▇▇ of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE N. 90(0)00'00" E., along the South right-of-way line of Main Street, a
distance of 124.90 feet (called to be N. 90(0)00'00" E. 125.00 feet) to a cross
cut on concrete in the West right-of-way line of Avenue "0", a 75 foot wide
public street, for the Northeast ▇▇▇▇▇ of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of
Lubbock;
THENCE S. 00(0)01'20" E., along the West right-of-way line of Avenue "0", at
125.00 feet pass the North line of a closed alley, at 145.00 feet pass the South
line thereof, continuing for a total distance of 270.00 feet (called to be S.
00(0)00'00" E. 270.00 feet) to the Point of Beginning. **
TRACT III: Lots One (1) through Six (6), Neat and Alexander Addition to the City
of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication
deed thereof recorded in Volume 26, Page 130, Deed Records of Lubbock County,
Texas, being further described as follows:
BEGINNING at a cross found cut on concrete In the North right-of-way line of
Broadway, a 100 foot wide public street, at the Southeast ▇▇▇▇▇ of Lot 1, ▇▇▇▇
and Alexander Addition to the City of Lubbock;
THENCE S. 90(0)00'00" W., along the North right-of-way line of Broadway, a
distance of 300.00 feet to a cross found cut on concrete at the Southwest ▇▇▇▇▇
of Lot 8, ▇▇▇▇ and Alexander Addition;
THENCE N. 00(0)00'00" W. a distance of 125.00 feet to a cross found cut on
concrete in the South line of a 20 foot public alley at the Northwest ▇▇▇▇▇ of
said Lot 6;
THENCE N. 90(0)00'00" E., along the South line of a 20 foot alley, a distance of
300.00 feet to an 80-▇▇▇▇▇ nail with cap found in the West line of a public
alley at the Northeast ▇▇▇▇▇ of Lot 1, ▇▇▇▇ and Alexander Addition;
**Save and except the portion out of Tract Il which is more fully described as
follows:
BEGINNING at the Northwest ▇▇▇▇▇ of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ of
Lubbock, Lubbock County, Texas;
THENCE North a distance of 10.00 feet to a point;
THENCE East a distance of 50.00 feet to a point;
THENCE South a distance of 10 .00 feet to the Northeast ▇▇▇▇▇ of ▇▇▇ ▇, ▇▇▇▇▇
▇▇▇;
THENCE West a distance of 50.00 feet to the Point of Beginning.
THENCE S. 00(0)00'00" E., along the West line of a public alley, a distance of
125.00 feet to the Point of Beginning.
TRACT IV: The East Half of Lot Eighteen (18), and Lots Nineteen (19) through
Twenty-Four (24). ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ Addition to the City of Lubbock, Lubbock
County, Texas, according to the map, plat and/or dedication deed thereof
recorded in Volume 26, Page 130, Deed Records of Lubbock County, Texas, being
further described as follows:
BEGINNING at a 60-▇▇▇▇▇ nail with cap set In the South right-of-way line of Main
Street, a 100 foot wide public street, for the Northeast ▇▇▇▇▇ of Lot 24, ▇▇▇▇
and Alexander Addition;
THENCE S. 00(0)00'00" E., along the West line of a public alley, a distance of
125.00 feet to a 1/2" iron rod with cap found In the North line of a 20 foot
public alley at the Southeast ▇▇▇▇▇ of said Lot 24;
THENCE S. 90(0)00'00" W., along the North line of a 20 foot alley, a distance of
325.00 feet to a 1/2" iron rod with cap found at the Southwest ▇▇▇▇▇ of the East
Half of Lot 18, ▇▇▇▇ and Alexander Addition;
THENCE N. 00(0)00'00" W. a distance of 125.00 feet to a 1/2" Iron rod with cap
found in the South right-of-way line of Main Street at the Northwest corner of
the East Half of said Lot 18;
THENCE N. 90(0)00'00" E., along the South right-of-way of Main Street, a
distance of 325.00 feet to the Point of Beginning.
TRACT V: PARCEL I (Fee Simple):
METES AND BOUNDS DESCRIPTION of all of Block 114, and those alleys closed by
City Ordinances 666, 3821 and 4909 and included therein, Original Town of
Lubbock, Lubbock County. Texas, according to the Map, Plat and/or dedication
deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County,
Texas, SAVE AND EXCEPT that ground lease portion held by ▇▇▇▇ ▇▇▇▇ as recorded
in Volume 963, Page 528. Deed Records of Lubbock County, Texas, the remainder of
Block 114 being further described as follows:
BEGINNING at a cross cut on a metal grate in the South right-of-way line of main
Street, a 100 foot wide public street for the Northwest ▇▇▇▇▇ of ▇▇▇ ▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE N. 90(0)00'00" E., along the South right-of-way line of Main Street, at
125.00 feet pass the West line of a closed alley, at 145.00 feet pass the East
line thereof, continuing for a total distance of 270.00 feet to a 1/2" iron rod
with cap found in the West right-of-way line of Avenue "N", a 75 foot wide
public street at the Northeast corner of ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of
Lubbock;
THENCE S. 00(0)01'20" E., along the West right-of-way line of Avenue 'N", a
distance of 269.75 feet (called to be S. 00(0)00'00' E. 270.00 feet) to a
"crow's foot" found cut on concrete in the North right-of-way line of Broadway,
a 100 foot wide public street, at the Southeast corner of ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE S. 90(0)00'00" W., along the North right-of-way line of Broadway at
125.00 feet pass the East line of a closed alley, continuing for a total
distance of 135.00 feet to a cross cut on concrete for the Southeast ▇▇▇▇▇ of
that ground lease held by ▇▇▇▇ ▇▇▇▇ as recorded in Volume 963, Page 528;
THENCE N. 00(0)01'20" W., along the East line of said ground lease and the
center line of a 20 foot closed alley, a distance of 124.87 feet (called to be
N. 00(0)00'00" W. 125.00 feet) to a point';
THENCE S. 99(0)00'00" W. a distance of 10.00 feet to the Northeast corner of ▇▇▇
▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE N. 00(0)01'20" W. a distance of 10.00 feet (called to be N. 00(0)00'00"
W. 20.00 feet) to the Southeast corner of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of
Lubbock;
THENCE S. 90(0)00'00" W., along the North line of said ground lease and the
North line of a 20 foot closed alley, a distance of 125.00 feet to a cross cut
on concrete In the East right-of-way line of Avenue "0", a 75 foot wide public
street, for the Northwest corner of said ground lease and the Southwest ▇▇▇▇▇ of
▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE N. 00(0)01'20" W., along the East right-of-way line of Avenue "0", a
distance of 154.88 feet (called to be N. 00(0)00'00" W. 125.00 feet) to the
Point of Beginning, and containing 53,475 square feet or 1.2276 acres of land.
PARCEL II (Leasehold): All of Lots Six (6), Seven (7), Eight (8), Nine (9) and
Ten (10), Block One Hundred Fourteen (114), of the Original Town of Lubbock,
Lubbock County, Texas;
The West One-Half (W/2) of the tract previously represented by the North-South
alley located between Lots Ten (10) and Eleven (11) in Block One Hundred
Fourteen (114) of the Original Town of Lubbock, Lubbock County, Texas, which
alley was closed by the Governing Body of the City of Lubbock by Ordinance No.
666;
All of the right, title and interest of ▇▇▇▇ ▇▇▇▇ in and to that certain
East-West alley located in Block One Hundred Fourteen (114) of the Original Town
of Lubbock, Lubbock County, Texas, being adjacent to the North boundary line of
Lots Six (6), Seven (7), Eight (8), Nine (9), and Ten (10), and the South
boundary line of Lots One (1), Two (2), Three (3), Four (4), and Five (5), of
said Block One Hundred Fourteen (114), of the Original Town of Lubbock, Lubbock
County, Texas;
PARCEL III (Easement): Franchise to construct, maintain and operate lines,
mains, pipes and conduits for the transmission of water, hot water, steam,
electric power, gas, telephones, sewage and any other utility service and
underground passageways and a pneumatic tube system under and across Broadway
granted by the Governing Body of the City of Lubbock by Ordinance No. 5113.
TRACT VI: Lots One (1) through Five (5) and Lots Sixteen (16) through Twenty
(20), Block One Hundred Twenty-Eight (128), and that alley closed by City
Ordinance 4909 and included therein, Original Town of Lubbock, Lubbock County,
Texas, according to the map, plat and/or dedication deed thereof recorded in
Volume 5, Page 384, Deed Records of Lubbock County, Texas, being further
described as follows:
BEGINNING at a cross found cut on concrete in the South right-of-way line of
Broadway, a 100 foot wide public street, at the Northwest corner of ▇▇▇ ▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE N. 90(0)00'00" E., along the South right-of-way line of Broadway, at
125.00 feet pass the West line of a closed alley, at 145.00 feet pass the East
line thereof, continuing for a total distance of 270.00 feet to a cross found
cut on concrete in the West right-of-way line of Avenue "N", a 75 foot wide
public street, at the Northeast ▇▇▇▇▇ of ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of
Lubbock;
THENCE S. 00(0)08'00" E., along the West right-of-way line of Avenue "N", a
distance of 114.70 feet (called to be S. 00(0)00'00" E. 115.00 feet) to a
concrete nail with cap found in the North line of a 15 foot public alley at the
Southeast ▇▇▇▇▇ of said Lot 16;
THENCE S. 89(0)56'00" W., along the North line of a 15 foot alley, a distance of
270.35 feet (called to be S. 90(0)00'00" W. 270.00 feet) to a 1/2" iron rod with
cap found in the East right-of-way line of Avenue "0", a 75 foot wide public
street, at the Southwest corner of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Lubbock;
THENCE N. 00(0)02'30" E., along the East right-of-way line of Avenue "0", a
distance of 115.00 feet (called to be N. 00(0)00'00" E. 115.00 feet) to the
Point of Beginning.
NOTE: The Company does not represent that the above square footage or acreage
calculations are correct.
EXHIBIT "B"
-----------
RULES AND REGULATIONS
---------------------
1. Landlord may prescribe the weight, position and manner of installation
of safes or other heavy equipment which, if considered necessary by Landlord,
must be installed in a manner that insures satisfactory weight distribution. The
time, routing, and manner of moving safes or other heavy equipment is subject to
prior approval by Landlord.
2. Tenant, or the employees, agents, servants, visitors or licensees of
Tenant may not place, leave, or discard any rubbish, paper, articles, or objects
of any kind whatsoever outside the doors of the Premises or on the Project.
3. No animals or birds may be kept in or about the Premises or the Project.
4. Canvassing, soliciting, or peddling in and around the Premises or the
Project is prohibited. Notwithstanding the preceding sentence, Tenant may place
posters, brochures, and other similar materials in near the entrance to its
Premises, so long as the materials relate to the products or services being
offered, are in good taste, and do not impede the other tenants and their
customers, employees, and invitees from entering or leaving the Building.
5. Landlord may exclude any person (other than Tenant's employees) from the
Premises or the Project after customary business hours as set out in the
Premises or the Lease. Any person in the Project is subject to identification by
employees and agents of Landlord. All persons in or entering the Premises or the
Project must comply with the security policies of the Project. If Tenant desires
any additional security service for the Premises, Tenant may obtain such
additional service at Tenant's sole cost and expense. Tenant will keep doors to
unattended areas locked and exercise reasonable precautions to protect property
from theft, loss, or damage. Except in the case of Landlord's gross negligence
or willful misconduct, Landlord is not responsible for the theft, loss, or
damage of any property or for any error with regard to the exclusion from, or
admission to, the Project of any person. During any invasion, mob activity, or
riot, Landlord reserves the right to prevent access to the Project by closing
the doors or taking other measures for the safety of the tenants and protection
of the Project and property or persons therein.
6. Except for any preparation of food for luncheons, receptions, or other
special functions sponsored by Tenant, Tenant may not ▇▇▇▇ or operate any
restaurant, luncheonette, or cafeteria for the sale or service of food or
beverages to its employees or to others, without Landlord's approval. If
Landlord approves the activity, Tenant must comply with any ordinances, rules,
laws, and regulations affecting the Project and any of Landlord's requirements.
Tenant may, however, operate a coffee bar, refrigerator, ice machines, and
vending machines and allow the use of a microwave oven for its employees.
7. Tenant may not bring, or permit to be brought or kept, in or on the
Premises or Project any flammable, combustible, corrosive, caustic, poisonous,
or explosive substance in violation of any applicable federal or state laws or
regulations pertaining to environmental protection or occupational health and
safety, or cause or permit any odors to permeate in or emanate from the
Premises, or permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Project by
reason of light, radiation, magnetism, noise, odors, and/or vibrations.
8. Except in connection with any construction of tenant improvements or
other permitted alterations to the Premises, Tenant may not ▇▇▇▇, paint, drill
into, or in any way deface any part of the Project or the Premises. Tenant may
not install any resilient tile or similar floor covering in the Premises without
Landlord's prior approval. The use of cement or other similar adhesive material
is expressly prohibited in the Premises and Project.
9. Landlord must furnish 2 keys for each lock on the exterior doors to the
Premises and, at Tenant's request expense, provide additional duplicate keys.
All keys must be returned to Landlord upon the termination of this Lease. Tenant
must give Landlord the combinations of all safes, vaults, and combination locks
remaining with the Premises.
10. Tenant will notify Landlord promptly (i) of theft, unauthorized
solicitation, or accident in the Premises or in the: Project, (ii) of any
defects in or hazardous conditions in the Premises or Project or in any fixtures
or equipment located in the Premises or Project, and (iii) of any known
emergency in the Project.
11. The requirements of Tenant will be attended to only upon application at
the office of Landlord in the Building or at such other address as may be
designated by Landlord in the Lease. Employees of Landlord may not perform any
work or do anything outside of their regular duties unless under special
instructions from the office of Landlord.
12. Tenant may not place a load on any floor of the Premises that exceeds
the designated load per square foot for that floor and that is allowed by law.
Business machines and mechanical and electrical equipment belonging to Tenant
that cause noise, vibration, electrical or magnetic interference, or any other
nuisance that may be transmitted to the structure or other portions of the
Project or to the Premises to such a degree as to be objectionable to Landlord
or that interfere with the use or enjoyment by other tenants of their premises
or the public portions of the Project must be placed and maintained by Tenant,
at Tenant's expense, in settings of cork, rubber, spring type, or other
vibration eliminators sufficient to eliminate noise or vibration.
13. Tenant may not place, install, or operate any engine, stove, or
machinery, or conduct mechanical operations within the Premises or any other
part of the Project without the written consent of Landlord.
14. No portion of the Premises or any other part of the Project may be used
or occupied as sleeping or lodging quarters.
15. Tenant will keep any portions of the Premises that are visible from
public areas neat and orderly at all times.
16. The toilet rooms, urinals, wash bowls, and other apparatus in the
Premises or Project may not be used for any purpose other than that for which
they were constructed, and no foreign substance of any kind whatsoever may be
thrown into any of them.
17. Landlord reserves the right to exclude or expel from the Project any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs.
18. Directories will be placed in the Building by Landlord, at Landlord's
sole cost and expense, and no other directories shall be permitted.
19. Landlord reserves the right, without the approval of Tenant, to add,
amend, rescind, or replace any rules and regulations. The new rules must be
reasonable and must not materially impair or detrimentally affect the operation
of Tenant's business. No rules may be added or amended without prior written
notice to Tenant. If any conflict, inconsistency, or other difference exists or
arises between the terms and provisions of these rules and regulations and any
lease now or hereafter in effect between Landlord and an, tenant in the Building
(including Tenant), the terms of the lease will control.
EXHIBIT "C"
-----------
PARKING
-------
1. Landlord agrees to provide to Tenant, at no additional cost or expense
to Tenant, throughout the Term of the Lease, 19 reserved parking spaces on the
Project. These spaces will be located in the area commonly referred to as the
former motorbank facility on the ground level of the parking garage. Tenant has
the non-exclusive use of the remainder of the parking areas located on all of
the parking facilities of the Project.
2. Tenant must comply with all traffic, security, safety, and other rules
and regulations promulgated from time-to-time by Landlord. If any of the above
parking spaces are, or become unavailable, at any time or from time-to-time
throughout the Term (or any Renewal Term), regardless of cause, the Lease will
continue in full force and effect, but Landlord must provide Tenant with
substitute parking spaces for those spaces rendered unavailable within 3 days
thereafter. Landlord is not obligated to police or enforce the use of the
assigned or designated spaces other than to agree to their designation as "bank
customer parking only." Landlord will not interfere, however, with Tenant's
reasonable actions to police or enforce the use of such assigned or designated
spaces.
EXHIBIT "D"
-----------
RENEWAL OPTION
--------------
1. Grant of Option. If the Lease is still in full force and effect and
Tenant is not then in default under the Lease, Tenant has the right and option
to renew this Lease for two consecutive additional periods of 5-years each (each
term being called a "Renewal Term"), on the following terms and conditions:
(a) The Base Rent ("Renewal Rate") during each Renewal Term will be at
the then current market rental rate for comparable space and a comparable
term in buildings similar to the Building in the same rental market. The
Renewal Rate will be adjusted in accordance with this Exhibit with respect
to each Renewal Term for which Tenant exercises the option.
(b) Tenant must notify Landlord that Tenant is interested in
exercising each renewal option not less than 12 months before the
expiration of the then-current Term. If Landlord does not receive: the
notice on or before the deadline, Tenant will be deemed to have elected not
to exercise the renewal option.
(c) Within30 days after Landlord receives Tenant's notice, Landlord
will provide Tenant with the Renewal Rate for the applicable Renewal Term.
(d) Within 30 days after Landlord notifies Tenant of the Renewal Rate
for the next Renewal Term, Tenant must notify Landlord that (i) Tenant
desires to exercise the renewal option upon the terms specified by Landlord
or (ii) Tenant does not desire to exercise the renewal option. If Tenant
fails to notify Landlord within the 30-day time period, Tenant will be
deemed to have elected to exercise the renewal option on the terms
specified in Landlord's notice.
(e) The leasing of the Premises by Landlord to Tenant during a Renewal
Term will be on the same terms and conditions set out in the Lease, except
that (i) Tenant will pay Base Rent to Landlord in monthly installments at
the Renewal Rate and (ii) Tenant's renewal options will be reduced by the
option exercised.
MODIFICATION AND RATIFICATION OF LEASE
THIS AGREEMENT made as of this 1st day of August, 2000, by and between ▇▇▇▇
▇▇▇▇▇▇▇▇ LTD, (hereinafter referred to as "Lessor") and ▇▇▇▇▇ Fargo Bank Texas,
National Association (hereinafter referred to as "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor and Lessee entered into a Lease Agreement dated June 27, 2000,
covering approximately 58,000 square feet of net rentable area on the first and
second (1st & 2nd) floors of that certain building known as The ▇▇▇▇▇ Fargo Bank
Building (hereinafter called the "Building") located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇; and
WHEREAS, it is the desire of the parties hereto to amend said Lease in certain
aspects;
NOW THEREFORE, in consideration of the premises and the mutual benefits to be
derived therefrom, it is hereby agreed by and between the parties effective
August 1, 2000 that said Lease shall be amended as follows;
1. All recital clauses hereinabove set forth are hereby incorporated
by reference as though set forth verbatim and at length herein.
2. Lessee will lease an additional 2,300 rentable square feet
located on the 5th floor (Suite 501) for the a period of three
(3) years.
3. Lessor and Lessee agree that the size of the premises will be
increased by 2.300 square feet, from 58,000 square feet to 60,300
square feet.
4. Lessee's prorata share shall be 29.41%.
5. Lessor and Lessee agree that effective August 1, 2000 the monthly
Base Rent for the leased premises shall be $52,762.50 per month
during the term of the lease.
6. Lessee agrees to accept the premises "as-is".
7. Lessee agrees that Lessee and/or Lessee's Contractor will not
perform any work not previously scheduled through Lessor and that
no work whatsoever will be performed above the drop-in ceiling
without the express and prior written consent of the Lessor.
8. Lessor reserves the right to install a sprinkler system to the
premises at any time during the term of this Lease.
9. Excepting the above, in all other respects, the Lease dated June
27, 2000 shall remain in full force and effect,
IN WITNESS WHEREOF, the parties hereto have executed this Modification and
Ratification of Lease the day and year first above written.
TENANT: LANDLORD:
▇▇▇▇▇ FARGO BANK TEXAS, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD.
a National Banking Association ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Broadway LLC
in its capacity as General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------- ---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: Sr. Vice President Its: Managing Member
MODIFICATION AND RATIFICATION OF LEASE
STORAGE AREA RE NTAL
THIS AGREEMENT made as of the 15" day of September 2000, by and between ▇▇▇▇
▇▇▇▇▇▇▇▇ LTD, (hereinafter referred to as "Lessor") and ▇▇▇▇▇ Fargo Bank Texas,
National Association (hereinafter referred to as "Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into a Lease A01reement dated June 27, 2000
and modified on August 1, 2000, covering approximately 60,300 square feet of net
rentable area on the first, second, and fifth (1st, 2nd & 5th) floors of that
certain building known as the ▇▇▇▇▇ Fargo Bank Building (hereinafter called the
"Building") located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, and
WHEREAS, it is the desire of the parties hereto to amend said Lease in certain
aspects;
NOW THEREFORE, in consideration of the premises and the mutual benefits to be
derived therefrom, it is hereby agreed by and between the parties effective
November 1, 2000 that said Lease shall be amended as follows:
1. All recital clauses hereinabove set forth are hereby incorporated
by reference as though set forth verbatim and at length herein.
2. Lessee will lease in additional 5,389.9 rentable square feet
located in the Basement as show on Exhibit "A" for a period of
five (5) years.
3. Lessor and Lessee agree that the size of the premises will be
increased by 5,389.9 square feet, from 60,300 square feet to
65,689.9 square feet.
4. Lessee's prorata share will be 32.04%.
5. Lessor and Lessee agree that effective November 1, 2000 the
monthly Base Rent for the leased premises shall be $54,149.96 per
month during the term of the lease.
6. Lessee agrees to accept the premises "as is".
7. Lessee agrees that Lessee and/or Lessee's Contractor will not
perform any work not previously scheduled through Lessor and that
no work whatsoever will be performed above the drop-in ceiling
without the express and prior written consent of the Lessor.
8. Lessor reserves the right to install a sprinkler system to the
premises at any time during the term of this Lease.
9. Excepting the above, in all other respects, the Lease dated June
27, 2000 and modified on August 1, 2000 shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Modification and
Ratification of Lease the day and year first above written.
TENANT: LANDLORD:
▇▇▇▇▇ FARGO BANK TEXAS, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD.
a National Banking Association ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Broadway LLC
in its capacity as General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- --------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- --------------------
Its: Vice President Its: President
-------------------------------- --------------
MODIFICATION AND RATIFICATION OF LEASE
THIS AGREEMENT made as of this _23_ day of _July___, 2001, by and between
▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD (hereinafter referred to as "Lessor") and ▇▇▇▇▇ Fargo Bank
Texas, national Association (hereinafter referred to as "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor and Lessee entered into a Lease Agreement dated June 27,
2000, covering approximately 58,000 square feet of net rentable area oil the
first and second floors of that certain building known as The ▇▇▇▇▇ Fargo Bank
Building (hereinafter called the "Building") located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇; modified on August 1, 2000, adding 2,300 sq. ft. on the fifth floor, and
September 15, 2000, adding 5,389.9 sq. ft. in the basement starting November 1,
2,000, and
WHEREAS, it is the desire of the parties hereto to amend said Lease in
certain aspects;
NOW THEREFORE, in consideration of the premises and tile Mutual benefits to
be derived there from, it 'is hereby agreed by and between the parties effective
July 1, 2000 that said Lease shall be amended as follows:
1. All recital clauses hereinabove set forth are hereby incorporated by
reference as though set forth verbatim and at length herein.
2. Per Section 2.5 or the Lease Agreement, Verification of Rentable Area, the
Lessee's square footage will be adjusted upward by 1,541 rentable square
feet on the 1st, 2nd and 5th floors and 2,198.3 square feet in the basement
for the term of the existing Lease, ending on June 30, 2010.
3. Lessor and Lessee agree that Section 1.1 Part E, shall be revised to read,
Rentable Area-Premises will be 69,429.2 square feet, and the Rentable
Area-Building shall be 208,588 square feet.
4. Lessee's prorata share shall be adjusted to 33.29%.
5. Lessor and Lessee agree that effective July 1, 2000 the monthly Base Rent
for the leased premises shall be adjusted to $51,785.39 per month, until
August 1, 2000 when the monthly rent was adjusted to $54,110.87 per month,
until November 1, 2000 when the monthly rent was adjusted to $56,064.84 per
month during the term of the lease.
6. The attached floor plans shall be referred to as Exhibit "A-1" of the Lease
Agreement dated June 27, 2000.
7. Lessee agrees to accept the premises "as-is".
8. Excepting the above, in all other respects, the Lease dated June 27, 2000
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Modification and
Ratification of Lease the day arid year first above written.
TENANT: LANDLORD:
▇▇▇▇▇ FARGO BANK TEXAS, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD.
a National Banking Association ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Broadway LLC
in its capacity as General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Vice President Its: President
