Exhibit 10.10
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OFFICE LEASE
Landlord: METAVANTE CORPORATION
Tenant: M&I SUPPORT SERVICES, INC.
Premises: 48,501 square feet in the Office Building located at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
OFFICE LEASE
This Lease is entered into as of ____ day of July, 2000 by and between
Metavante Corporation, having an address at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ and M&I Support Services, Inc., as Tenant, having an address at, ▇▇▇ ▇.
▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇.
R E C I T A L S:
A. Landlord is the owner of certain real property and improvements
located at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇., including an office building containing
approximately 364,649 square feet thereon.
B. Landlord is willing to lease to Tenant and Tenant desires to lease
from Landlord space in the office building upon the terms and conditions set
forth below.
NOW, THEREFORE, in consideration mutual covenants set forth herein, the
parties do hereby agree as follows:
1. BASIC TERMS. The following terms shall have the meaning set forth in
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this Section unless specifically modified by other provisions of this Lease:
1.1 Project: The land, building(s) and improvements commonly
------- known as ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ as shown on attached Exhibit A and as
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legally described on Exhibit A-1 attached
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hereto.
1.2 Building: The office building located upon the Project,
-------- containing approximately 364,649 square feet of
space, in which the Premises is located.
1.3 Premises: The space leased hereunder to Tenant consisting
-------- of approximately 48,501 square feet in the
Building identified and described on Exhibit B
---------
attached hereto.
1.3.1 Additional Space. Tenant has requested an
----------------
additional 8,400 square feet of office space
contiguous to the Premises to complete work on
the "One Bank Consolidation" project
("Additional Space"). Landlord shall deliver the
Additional Space to Tenant commencing on
October 1, 2000 for the remaining term of the
Lease. Tenant shall not be required to pay
Landlord rentals for the Additional Space until
the date on which Landlord offers Tenant
possession and occupancy of the Additional
Space. If any of the equipment added to the
Additional Space by Tenant requires any special
utilities (i.e., heating, cooling, electrical,
etc.) over and above ordinary office needs,
Tenant shall be charged the Raised Floor Square
Footage rate rather than the Office Space Square
Footage Rate provided the affected area is on
raised floor. Any Tenant Improvements to the
Additional Space are to be mutually agreed to by
Landlord and Tenant and in accordance with
Section 12 of the Lease except that if Landlord
fails to approve or disapprove of the plans and
specifications submitted pursuant to Section 12
within ten (10) days after receipt, the Tenant
Improvements for the Additional Space shall be
deemed approved.
1.4 Common Areas: The areas of the Project not regularly and
------------ customarily leased for exclusive use of tenants,
including, but not limited to, any entranceways
and vestibules, common hallways and stairs,
parking areas, driveways, walks and landscaped
areas.
1.5 Term: Five (5) years commencing on the Commencement
---- Date and terminating on the Termination Date.
1.6 Commencement Date: July 1, 2000, subject to adjustment as set
----------------- forth in Section 2 below.
1.7 Termination Date: June 30, 2005, subject to adjustment as set
---------------- forth in Section 2 below.
1.8 Base Rent:
---------
Lease Raised Office Warehouse Total Monthly Annual
Year Floor Space Space Square Totals Total
Footage
23,363 28,055 900 48,501
1 $30.00 $18.00 $5.00 $_______ $_______
2 $30.00 $18.00 $5.00 $_______ $_______
3 $36.00 $18.00 $5.15 $_______ $_______
4 $42.00 $18.00 $5.30 $_______ $_______
5 $50.00 $18.00 5.46 $_______ $_______
1.9 Tenant's Proportionate
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Share: 13.30%
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1.10 Permitted Use: For general office uses, including without
------------- limitation, call support center and general
processing business.
1.11 Exhibits: A - Site Plan
-------- A-1 - Legal Description
B - Premises
2. DEMISE AND TERM. Landlord leases the Premises to Tenant and Tenant
---------------
leases the Premises described in Section 1.3 above from Landlord subject to the
provisions of this Lease; provided, that any space in the Premises used for
shafts, pipes, conduits, ducts, electrical or other utilities or Building
facilities, as well as access thereto through the Premises for the purposes of
installation, operation, maintenance, inspection, repair and replacement are
reserved to Landlord and are excluded from the Premises. The Term of this Lease
shall commence on the Commencement Date set forth in Section 1.6 and shall end
on the Termination Date set forth in Section 1.7 unless adjusted or sooner
terminated as provided herein.
3. RENT. Tenant agrees to pay to Landlord at Landlord's address set forth
----
on Page 1 of this Lease or such other place designated by Landlord, without
prior demand or notice, the rent for the Premises consisting of Base Rent set
forth in Section 3.1 and Tenant's Proportionate Share of Real Estate Taxes as
set forth in Section 3.2 and any other additional payments due
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under this Lease. The obligation of Tenant to pay rent is hereby declared to be
an independent covenant.
3.1 Base Rent. The amount specified in Section 1.8 as monthly base
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rent shall be payable in advance on the first day of each month during the Term.
In the event the Term commences on other than the first day of a calendar month,
the rent for such partial month shall be prorated based upon the actual number
of days of the Term during such month.
3.2 Real Estate Taxes. Tenant shall pay to Landlord, as additional
-----------------
rent, Tenant's Proportionate Share of Real Estate Taxes as defined below.
Estimated amounts of such additional rent shall be paid in monthly installments
in advance on the first day of each month during the Term. The initial estimated
monthly payment of Tenant's Proportionate Share of Real Estate Taxes is
$6,752.00. From time to time during the Term, Landlord may notify Tenant in
writing of any adjustment to the monthly installments to be paid by Tenant
hereunder and thereafter Tenant shall make payments accordingly. Within one
hundred twenty (120) days after the expiration of each calendar year or as soon
thereafter as is reasonably practicable, Landlord shall notify Tenant of the
actual Real Estate Taxes for such calendar year and provide Tenant a statement
thereof in reasonable detail. Within fifteen (15) days after such notice, Tenant
shall pay to Landlord or Landlord shall credit against the Real Estate Taxes
obligations of Tenant next coming due, as the case may be, the difference
between the estimated payments made by Tenant during the prior calendar year and
the actual amount of Tenant's Proportionate Share of Real Estate Taxes as shown
on such statement. Tenant's Proportionate Share of Real Estate Taxes for the
years in which the Term commences and ends shall be prorated based upon the
number of days of the Term during such years. Tenant's obligation for Tenant's
Proportionate Share of Real Estate Taxes through the Termination Date shall
survive termination.
3.3 Personal Property Taxes. Tenant agrees to timely pay when due all
-----------------------
personal property taxes, whether assessed against Landlord or Tenant, on
Tenant's furniture, equipment and other items of personal property owned by
Tenant and located in or about the Premises.
4. CONDITION OF PREMISES. Tenant's taking possession of the Premises shall
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be conclusive evidence that Tenant accepts the Premises and that they are in
satisfactory condition except for any punch list of unsatisfactory items of
which Tenant gives written notice to Landlord within thirty (30) days after the
Commencement Date which shall be corrected or repaired by Landlord in a timely
manner.
5. USE. The Premises may only be used for the purpose set forth in
---
Section 1.10 above and for no other purposes. Tenant shall not do or permit
anything to be done in or about the Premises which in any way will obstruct or
interfere with the rights of any other occupants of the Project, including
Landlord, or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose or which could injure the reputation of the
Project or otherwise violate any recorded covenant or restriction affecting the
Project. Tenant shall not
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cause or maintain or permit any nuisance or commit or suffer the commission of
any waste in, on or about the Project.
6. COMPLIANCE WITH LAWS AND BUILDING RULES. Tenant shall, at its sole
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cost and expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now or hereafter in force, and
with the requirements of the local Board of Fire Underwriters or any similar
body now or hereafter constituted relating to or affecting the condition, use or
occupancy of the Premises. Tenant shall not do or permit anything to be done on
or about the Project or bring or keep anything therein which will in any way
increase the cost of any insurance now or thereafter carried on the Project or
any of its contents or that will invalidate any such insurance. Tenant shall
also comply with all rules and regulations to regulate the use, occupancy and
operation of the Project which may from time to time be established by Landlord
in writing (the "Building Rules"), and any modifications or amendments thereto
provided they are applied uniformly to all tenants of the Project. Landlord
shall not be responsible to Tenant for the noncompliance by other tenants or
occupants with the Building Rules.
7. ENVIRONMENTAL REQUIREMENTS. Tenant shall comply with all applicable
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federal, state and local environmental laws, ordinances and all amendments
thereto and rules and regulations implementing the same, together with all
common law requirements, which relate to discharge, emissions, waste, nuisance,
pollution control, hazardous substances and other environmental matters as the
same shall be in existence during the Term. All of the foregoing laws,
regulations and requirements are hereinafter referred to as "Environmental
Laws." Tenant shall obtain all environmental licenses, permits, approvals,
authorizations, exemptions, certificates and registrations (hereinafter
collectively referred to as "Permits") and make all applicable filings required
of Tenant under the Environmental Laws required by Tenant to operate at the
Premises. The Permits and required filings shall be made available for
inspection and copying by Landlord at Tenant's offices upon reasonable notice
and during business hours. Tenant shall not cause or permit any flammable
explosive, oil, contaminant, radioactive material, hazardous waste or material,
toxic waste or material or any similar substance which is or may become
regulated under any applicable federal, state or local law (hereinafter
collectively referred to as "Hazardous Substances") to be brought upon, kept or
used in or about the Premises except for small quantities of such substances as
is necessary in the ordinary course of Tenant's business provided that Tenant
shall handle, store, use and dispose of any such Hazardous Substance in
compliance with all applicable laws and the highest standards prevailing in the
industry for the storage and use of such substances or materials, in a manner
which is safe and does not contaminate the Premises, and Tenant shall give
Landlord written notice of the identity of such substances. If any lender or
governmental agency shall ever require testing to ascertain whether or not there
has been any release of any Hazardous Substance by Tenant or Tenant's agents or
invitees during the Term hereof, then the reasonable costs thereof shall be
reimbursed by Tenant to Landlord upon demand as additional rent. In addition,
Tenant shall execute affidavits, representations and the like from time to time
at Landlord's request concerning Tenant's best knowledge and belief regarding
the presence of Hazardous Substances on the Premises. Tenant hereby agrees to
indemnify and hold Landlord harmless from any liability, claim or injury,
including handling, storage, disposal or release of any Hazardous Substances by
Tenant, its agents and employees on, under or about the Premises, including,
without limitation,
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the cost of any required or necessary repair, cleanup, remediation or
detoxification, or arising from an actual or alleged violation of Environmental
Laws in connection with the occupancy of the Premises by Tenant or any occupant
of the Premises or the operation of Tenant's business on the Premises during the
Term. The foregoing covenants and indemnification shall survive the expiration
of the Term.
8. COMMON AREAS. Tenant and its employees, customers and invitees shall
------------
have the reasonable nonexclusive right to use, in common with Landlord and the
other tenants and occupants of the Project and their respective employees,
customers and invitees and all others to whom Landlord has or may hereafter
grant rights to use the same, the public portion of the Common Areas as may from
time to time exist. Landlord shall have the right to close any or all portions
of the Common Areas to such extent as may, in Landlord's reasonable opinion, be
necessary to prevent a dedication thereof or the accrual of any rights to any
person or the public therein. Landlord shall at all times have full control,
management and direction of the Common Areas. Tenant shall not cause or allow
any storage of materials or equipment outside of the Premises on any of the
Common Areas. Landlord reserves the right at any time and from time to time to
reduce, increase, enclose or otherwise change the size, number, location, layout
and nature of the Common Areas, to construct additional buildings and stories,
to create additional rentable areas through use and/or enclosure of Common
Areas, to close portions of the Common Areas for maintenance, repair or
replacement, to place signs in the Common Areas and on the Building or in the
Project, to change the name of the Project and to change the nature of the use
of any portion of the Project provided any such action does not unreasonably
interfere with Tenant's access to or use of the Premises.
9. PARKING. Tenant and Tenant's employees, customers and invitees shall
-------
have the nonexclusive right to use the parking spaces located within the Common
Areas. Landlord reserves the right to regulate parking within the Common Areas,
including the right to preclude Tenant from parking in certain parking spaces or
requiring Tenant to use certain parking spaces provided Tenant is treated
similarly to other Tenants of the Project. Tenant shall not permit vehicles to
be abandoned or stored in the Project's parking areas.
10. REPAIRS. Landlord shall maintain the Common Areas and the exterior
-------
walls, roof and foundation of the building(s) in the Project and the heating,
ventilating, air conditioning, electrical, plumbing and mechanical systems
provided by Landlord in the building(s), the cost of which shall be included in
the Base Rent. Except as set forth herein, Tenant shall, at its expense, keep
the Premises and every part thereof, in good condition and repair and, if
required by reason of acts or negligence of Tenant, its agents, employees,
customers or invitees, or the particular nature of Tenant's use of the Premises,
all repairs and replacements otherwise the responsibility of Landlord. Tenant
shall be responsible for repairing any and all damage to the Project caused by
Tenant including, without limitation, the following: the installation or moving
of Tenant's furniture, equipment and personal property. Tenant shall, at its
expense, also repair or replace with glass of equal quality any broken or
cracked plate or other glass in doors, windows and elsewhere in or adjacent to
the Premises (except for exterior glass which, subject to reimbursement as
provided in Section 3.2 and except as provided in the second sentence of this
Section 11 shall be repaired by Landlord). Tenant shall not defer any repairs or
replacements to the Premises by reason of the anticipation of the expiration of
the Term. Landlord, at Landlord's
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option, may elect to perform all or part of the maintenance, repairs and
servicing which is the obligation of the Tenant hereunder and/or the obligation
of all of the other tenants of the Project with respect to the premises occupied
by them, in which event the cost thereof shall be at Landlord's option either
billed directly to and paid by Tenant as additional rental or included in any
additional rents charged. Except as aforesaid, in the event that, at the request
of Tenant, Landlord performs any maintenance, repairs or servicing of the
Premises which is the obligation of Tenant hereunder, then Tenant shall pay
Landlord directly therefor.
11. UTILITIES. Landlord shall furnish water, sanitary sewer, electricity,
---------
heating and air conditioning for the permitted use of the Premises, the cost of
which shall be included in the Base Rent. Heat and air conditioning service to
the building(s) shall be provided Monday through Sunday, 24 hrs a day, 7 days a
week. Landlord reserves the right to install separate meters for any utility
service provided to the Premises and Tenant agrees to pay Landlord for the cost
of installation, prorated based upon the number of years or partial years
remaining on the Term, within 10 days after demand and thereafter to pay
directly for such utility service as and when payments are due. If Tenant shall
require water, sewer, electricity or other utility use in excess of that usually
furnished or supplied for general office purposes, or if Tenant shall operate
within the Premises after normal business hours, then (i) Tenant shall first
procure the written consent of Landlord to such use, which consent Landlord may
grant or withhold in its reasonable discretion, and (ii) Tenant shall pay
additional rent for such additional services at rates fixed by Landlord provided
such rates shall not exceed Landlord's actual costs for obtaining such
additional services.
No discontinuance of any utility service shall relieve Tenant from
performing any of its obligations under this Lease, and Landlord shall not be
liable for any discontinuation in or failure of any utility service, and no such
failure or discontinuation shall be deemed a constructive eviction. In the event
that Tenant's disproportionate use or timing of its use of any form of energy
should subject the Project or Landlord to any cost, fee or tax, Tenant shall pay
or reimburse Landlord for the same as additional rent within fifteen (15) days
after Landlord's ▇▇▇▇ therefor.
12. ALTERATIONS. Tenant shall not make any alterations, additions or
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improvements ("Alteration") in, on or to the Premises or any part thereof,
including, without limitation, Alterations to electrical and mechanical systems
located in or serving the Premises, without delivering to Landlord the plans and
specifications therefor and obtaining the prior written consent of Landlord
which shall not be unreasonably withheld. In the event Landlord consents to any
Alteration, then the same must be made at Tenant's own cost and expense and in a
good and workmanlike manner in accordance with the laws, ordinances and codes
relating thereto and free from any claim or claims for construction liens and
Tenant shall indemnify and hold Landlord harmless from and against any and all
claims, liens, costs and expenses on account of such work. Upon completion of
any Alteration, Tenant shall provide Landlord with a copy of the as-built plans
and blueprints for the same. Landlord shall reasonably cooperate with Tenant,
Tenant's agents, contractors and employees in connection with any such
alterations which have been approved by Landlord.
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13. LIENS. Tenant shall not permit any mechanic's, laborer's or
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materialman's lien to be filed at any time against the Premises or any part
thereof or the Project or any part thereof by reason of work performed by or on
behalf of Tenant or any agent or contractor or anyone holding the Premises
through or under Tenant. If any such lien shall be filed, Tenant, upon notice
thereof, shall, within fifteen (15) days of the date of receipt of notice of
such filing, notify Landlord and shall within sixty (60) days after receipt of
notice of such filing cause the same to be discharged of record by payment,
deposit, bond, order of a court of competent jurisdiction or otherwise, and
Tenant shall give Landlord prompt notice of such discharge. If Tenant shall
fail to cause such lien to be so discharged, then in addition to any other right
or remedy which Landlord may have, Landlord may, but shall not be obligated to,
discharge the same either by paying the amount claimed to be due or by procuring
the discharge of such lien by deposit or by bonding proceedings, and in any such
event Landlord shall be entitled, if Landlord so elects, to compel the
prosecution of any action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest, costs and
allowances. Any amount so paid by Landlord and all costs and expenses
(including reasonable counsel fees) incurred by Landlord in connection
therewith, together with interest thereon at the rate set forth in Section 25,
hereof, from the date of Landlord's making of the payment or incurring of the
cost or expense, shall be promptly paid to Landlord by Tenant upon demand.
14. RIGHT OF ENTRY. Landlord and its agents shall have access to the
--------------
Premises at reasonable times and upon at least 24-hours notice during the Term
to alter, improve, or repair the Premises and any portion of the Building.
Tenant shall not add or change the locks to any doors of the Premises without
Landlord's consent which shall not be withheld unreasonably. Tenant agrees to
deposit or permit Landlord to deposit on Tenant's behalf a key to the Premises
in a lock box if required by and for the benefit of the local fire department.
Any entry to the Premises shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises,
or an eviction, of Tenant or impose any liability on Landlord, Nothing contained
herein shall be deemed to impose on Landlord any obligation or duty to make
repairs or alterations to the Premises except as expressly provided in this
Lease.
15. INSURANCE. Tenant shall, at its expense, obtain and carry at all
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times during the Term of this Lease (a) commercial general liability insurance
including contractual liability coverage for the indemnification obligations of
Tenant contained in this Lease covering injury to or death of persons and damage
to property in an amount not less than $2,000,000.00 combined single limit (or
such higher amounts as Landlord shall from time to time determine); (b) fire
insurance, with extended coverage, vandalism and malicious mischief and theft
and mysterious disappearance endorsements, without deductible or coinsurance,
covering the contents of the Premises and all alterations, additions and
leasehold improvements made by or for Tenant in the amount of their full
replacement value; and (c) such other insurance as may be required from time to
time by Landlord or any mortgagee of the Project. All of such policies shall be
written by an insurance company or companies satisfactory to Landlord, shall
cover Landlord, Landlord's mortgagee and Tenant, as their interests may appear,
and all insurers thereon shall agree not to cancel or change the same without at
least thirty (30) days prior written notice to Landlord. A certificate of
Tenant's insurers evidencing such insurance shall be furnished to Landlord prior
to the Commencement Date and at least thirty (30) days prior to the renewal date
and at such other times as may be reasonably requested by Landlord. Landlord
shall carry and
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maintain at all times during the term of this Lease fire insurance, with
extended coverage, vandalism and malicious mischief and theft and mysterious
disappearance endorsements, without deductible or coinsurance, covering the
contents of the Project and all alterations, additions and leasehold
improvements made by or for Tenant in the amount of their full replacement
value.
16. WAIVER OF SUBROGATION. Each party hereby expressly releases the other
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for liability it may have on account of any loss to the Premises or Building or
contents of either due to fire or any peril included in the coverage of any
applicable fire and extended coverage and material damage insurance, however
caused, including such losses as may be due to the negligence of the other
party, its agents or employees, but only to the extent of any amount recovered
by reason of such insurance, and each party hereby waives any right of
subrogation which might otherwise exist in or accrue to such party on account
thereof. If either party fails to maintain in force any insurance required by
this Lease to be carried by it, then for purposes of this waiver of subrogation
such party shall be deemed to have been fully insured and to have recovered the
entire amount of its loss.
17. NON-LIABILITY OF LANDLORD. All property in or about the Project or in
-------------------------
the Premises belonging to Tenant, its agents, employees or invitees shall be
there at the risk of Tenant or other person only, and Landlord shall not be
liable for damage thereto or theft, misappropriation or loss thereof.
18. CASUALTY. If the Premises are destroyed or damaged by fire or other
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casualty covered by a standard fire and extended coverage policy, then (unless
this Lease is terminated by Landlord as hereinafter provided) Landlord shall
proceed, after adjustment of such loss, to repair or restore the Premises to the
condition which Landlord furnished to Tenant upon the commencement of the Term.
Landlord shall be under no obligation to restore any alterations, improvements
or addition to the Premises made by Tenant unless the same is covered by
Landlord's insurance, but nothing herein shall be construed to require Landlord
to insure such property. In no event shall Landlord be obligated to expend an
amount in excess of the insurance proceeds available to Landlord for such repair
or restoration. If Landlord repairs or restores the Premises as provided
herein, then Tenant shall repair and restore its furnishings, furniture and
equipment to at least a condition equal to that prior to its damage. If the
Premises or any part thereof shall be rendered untenantable by any destruction
or damage, then a pro rata portion of the rental (Base Rent and Real Estate
Taxes) based upon the number of square feet of area in the Premises which are
untenantable shall be abated until the Premises or such part thereof shall have
been put in tenantable condition. If, however, any destruction or damage to the
Premises, Building or Project (regardless of whether or not the Premises are
affected) is so extensive that Landlord, in its sole discretion, elects not to
repair or restore the Premises, Building or Project, or the proceeds of
insurance are not sufficient or available to fully pay the cost of repair or
restoration, then Landlord may terminate this Lease effective as of the date of
the damage by written notice to Tenant given within sixty (60) days after the
date of such casualty. Notwithstanding anything to the contrary in this Section
18, Landlord shall, within thirty (30) days after the date of any damage or
destruction to the Premises, advise Tenant in writing as to the reasonably
estimated time within which the damage or destruction can be repaired or
restored. If Landlord reasonably estimates that such damage cannot be repaired
within one hundred Eighty (180) days from the date of adjustment of loss with
Landlord's property insurer,
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then Tenant may, by written notice to Landlord within fifteen (15) days after
the receipt of Landlord's notice estimating a time for restoration, elect to
terminate this Lease, effective on the Thirtieth (30/th/) day following Tenant's
notice of termination. The provisions of this Section are subject to the rights
of Landlord's mortgagee, if any.
19. CONDEMNATION. If all or substantially all of the Premises are sold to
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or taken by any public authority under its power of condemnation or the threat
thereof, this Lease shall terminate as of the date possession shall be
transferred to the acquiring authority, and the rental (Base Rent and Real
Estate Taxes) payable hereunder shall be apportioned accordingly. If any
material part of the Project is sold or taken (whether or not the Premises are
affected), Landlord shall have the right to terminate this Lease as of the date
possession is transferred to the acquiring authority, upon giving written notice
thereof to Tenant, and the rental payable hereunder shall be apportioned
accordingly. Upon any taking of less than substantially all of the Premises,
this Lease shall continue in force as to the part of the Premises not taken, and
the rent payable thereafter shall be reduced in proportion to the amount of
total floor area of the Premises taken. In the event of any such taking,
Landlord, upon receipt and to the extent of the award in condemnation or
proceeds of sale, shall, unless this Lease has been terminated, make necessary
repairs and restorations (exclusive of Tenant's leasehold improvements and
Alterations) to restore the Premises remaining to as near its former condition
as circumstances will permit and to rebuild or restore the remainder of the
Premises to the approximate condition in which they existed at the time of such
taking. In any event, all damages awarded by or amounts paid by the acquiring
authority for any such taking, whether for the whole or a part of the Premises
or the Building, Common Areas or Project, shall belong to and be the sole
property of Landlord whether such damages are awarded as compensation for loss
of, or diminution in value to, the leasehold or the fee thereof; provided,
however, Tenant shall have the right to pursue such claim or claims as Tenant
may have legally for relocation expenses, interruption of business and items
such as trade fixtures and equipment, provided such claims of Tenant do not
reduce the award or proceeds of sale payable to Landlord. In the event that this
Lease is terminated as herein above provided, Tenant shall not have any claim
against Landlord for the value of the unexpired term hereof. The provisions of
this section are subject to the rights of Landlord's mortgagees, if any.
Notwithstanding anything to the contrary set forth herein, Tenant shall have the
right to terminate this Lease upon thirty (30) days prior written notice to
Landlord if all or a portion of the Premises or Common Areas is sold or taken by
any public authority under its power of condemnation or threat thereof, and such
taking renders the operation of Tenant's business unfeasible in Tenant's
reasonable discretion.
20. ASSIGNMENT AND SUBLETTING. Tenant shall not, without the consent of
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the Landlord which consent shall not be unreasonably withheld, assign, pledge,
mortgage or otherwise transfer or encumber this Lease or sublet any part or all
of the Premises and shall not permit any use of any part of the Premises by any
other party, or any transfer of its interest in the Premises by operation of
law. Tenant may assign this Lease, upon notice to Landlord but without
Landlord's prior written consent, to an Affiliate of Tenant who is an Affiliate
of Tenant as of the Commencement Date of the Term. If Tenant desires to assign
this lease to an entity that becomes an Affiliate of Tenant after the date of
this Lease, such Assignment shall require Landlord's prior written consent,
which consent shall not be unreasonably withheld. The
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following shall be deemed to be an assignment of this Lease within the meaning
of this Section: (a) the sale, issuance or transfer of any voting stock of
Tenant (if Tenant be a non-public corporation or if Tenant is a public
corporation and such sale, issuance or transfer results in Tenant becoming a
non-public corporation) which results in a change in voting control of Tenant;
(b) the sale, issuance or transfer of any partnership interest in Tenant if
Tenant be a partnership; (c) the sale, issuance or transfer of any beneficial
interest in Tenant if Tenant be a trust; (d) the sale, issuance or transfer of
any membership interest in Tenant if Tenant is a limited liability company; and
(e) the death or incapacity of Tenant if Tenant be a natural person. Without
waiving Landlord's right hereunder to declare a default in the event of an
assignment of this Lease or a subletting of the Premises or any part thereof or
occupancy of the Premises by anyone other than Tenant, Landlord may collect from
the assignee, sublessee or occupant, any rental and other charges herein
required, but such collection by Landlord shall not be deemed an acceptance of
the assignee, sublessee or occupancy, nor a release of Tenant from the
performance by Tenant of this Lease. Notwithstanding any transfer, assignment or
subletting of the Premises, Tenant at all times and under all circumstances
shall remain liable to Landlord for the payment of rent due and to become due
and the performance of all other obligations of Tenant hereunder for the term
hereof.
21. DEFAULT. If (a) Tenant shall fail to pay the rent or any charge due
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hereunder, and such default continues for five (5) days after written notice of
such default, or (b) Tenant shall fail to perform any of the other covenants or
conditions herein contained on the part of Tenant, and such default shall
continue for thirty (30) days after written notice thereof shall have been given
to Tenant (except that such thirty (30) day period shall be automatically
extended for an additional period of time reasonably necessary to cure such
default (not to exceed an additional ninety (90) days), if such default cannot
be cured within such thirty (30) day period and provided Tenant commences the
process of curing such default within said thirty (30) day period and
continuously and diligently pursues such cure to completion), or (c) if this
Lease shall, by act of Tenant or by operation of law or otherwise, pass to any
party other than Tenant without the consent of Landlord as provided in this
Lease, or (d) if Tenant shall abandon or vacate the Premises or permit the
Premises to become vacant, or (e) Tenant or any guarantor of this Lease shall
become insolvent or bankrupt or make an assignment for the benefit of creditors,
or (f) a receiver or trustee of Tenant's property or that of any guarantor of
this Lease shall be appointed and such receiver or trustee, as the case may be,
shall not be discharged within thirty (30) days after such appointment, then in
any such case, Landlord may, upon notice to Tenant, recover possession of and
reenter the Premises without affecting Tenant's liability for past rent and
other charges due or future rent and other charges to accrue hereunder. In the
event of any such default, Landlord shall be entitled to recover from Tenant, in
addition to rent and other charges equivalent to rent, all other damages
sustained by Landlord on account of the breach of this Lease, including, but not
limited to, the costs, expenses and attorney fees incurred by Landlord in
enforcing the terms and provisions hereof and in reentering and recovering
possession of the Premises and for the cost of repairs, alterations and
brokerage and attorney fees connected with the reletting of the Premises. As an
alternative, at the election of Landlord, Landlord shall have the right to
declare this Lease terminated and cancelled, without any further rights or
obligations on the part of Landlord or Tenant (other than Tenant's obligation
for rent and other charges due and owing through the date of termination), so
that Landlord may relet the Premises without any right on the part of Tenant to
any credit or payment resulting from any reletting of the Premises.
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In case of a default under this Lease, Landlord may, in addition to terminating
this Lease, or in lieu thereof, pursue such other remedy or combination or
remedies and recover such other damages for breach of tenancy and/or contract as
available at law or otherwise.
Landlord may, but shall not be obligated to, cure any default by Tenant
(specifically including, but not by way of limitation, Tenant's failure to
obtain insurance, make repairs, or satisfy lien claims) and whenever Landlord so
elects, all costs and expenses paid by Landlord in curing such default,
including without limitation attorneys' fees, shall be payable to Landlord as
additional rent due on demand, together with interest at the rate provided in
Section 25 below from the date of the advance to the date of repayment by Tenant
to Landlord.
A waiver by Landlord of a breach or default by Tenant under the terms and
conditions of this Lease shall not be construed to be a waiver of any subsequent
breach or default nor of any other term or condition of this Lease, and the
failure of Landlord to assert any breach or to declare a default by Tenant shall
not be construed to constitute a waiver thereof so long as such breach or
default continues unremedied.
No receipt of money by Landlord from Tenant after the expiration or
termination of this Lease or after the service of any notice or after the
commencement of any suit, or after final judgment for possession of the Premises
shall reinstate, continue or extend the Term of this Lease or affect any such
notice, demand or suit.
22. COSTS AND ATTORNEY FEES. Tenant shall pay all costs, expenses and
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reasonable attorney fees that may be incurred or paid by Landlord in enforcing
the covenants and agreements of Tenant set forth in this Lease, whether or not
litigation is commenced. Landlord shall pay all costs, expenses and reasonable
attorneys fees that may be incurred or paid by Tenant in enforcing the covenants
and agreements of Landlord set forth in this Lease, whether or not litigation is
commenced.
23. INTEREST. Any amount due from Tenant to Landlord hereunder which is
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not paid when due shall bear interest at an annual rate equal to the greater of
(i) two percent (2%) per annum in excess of the prime rate of interest
announced, from time to time, by the M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank or (ii) twelve
percent (12%) per annum (but in no event shall such rate of interest exceed the
maximum rate of interest permitted to be charged by law) from the date due until
paid, compounded monthly, but the payment of such interest shall not excuse or
cure any default by Tenant under this Lease.
24. SURRENDER. Upon the termination of this Lease, by expiration or
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otherwise, Tenant shall peaceably surrender the Premises to Landlord in good
condition and repair consistent with Tenant's duty to make repairs as provided
herein. All Alterations and decorations made to the Premises by Tenant shall
remain and be the property of the Landlord unless Landlord shall require Tenant,
at Tenant's expense, to remove any or all thereof and repair the damage caused
by such removal; provided, however, Tenant shall not be required to remove the
leasehold improvements installed within the Premises by Landlord at the
beginning of the Term. All furniture, equipment and unattached movable personal
property owned by Tenant may (and upon Landlord's request shall) be removed from
the Premises by Tenant no later than
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the date of termination of this Lease, and Tenant shall repair any and all
damage caused by such removal. If the Premises are not surrendered upon the
termination of this Lease as set forth herein, Tenant shall indemnify Landlord
against all loss or liability resulting from delay by Tenant in so surrendering
the Premises including, without limitation, any claim made by any succeeding
tenant founded on such delay. Tenant shall also surrender all keys to the
Premises and shall inform Landlord of combinations in any locks, safes and
vaults, if any, in the Premises.
25. HOLDOVER. In the event Tenant remains in possession of the Premises
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after the expiration of this Lease without the execution of a new lease, it
shall be deemed to be occupying said premises as a tenant from month-to-month,
subject to all of the conditions, provisions and obligations of this Lease
insofar as the same are applicable to a month-to-month tenancy until the
termination of such tenancy; provided, that Tenant shall pay a use and occupancy
charge equal to two hundred percent (200%) times the latest fixed rental, as
well as additional rental, computed on a daily basis and provided further, that
Landlord shall retain the right to seek an immediate eviction of Tenant.
26. EARLY TERMINATION. At any time and from time to time throughout the
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term of this Lease, Tenant shall have the absolute right to vacate all or any
part of the Premises upon one hundred eighty (180) days prior written notice to
Landlord without penalty to Tenant. In the event Tenant vacates a portion of
the Premises, rent and real estate taxes due Landlord hereunder shall be
prorated on a per square foot basis.
27. TRANSFER BY LANDLORD. In the event of a sale or conveyance by
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Landlord of the Project, the same shall operate to release Landlord from any
future liability upon any of the covenants or conditions herein contained, and
in such event Tenant agrees to look solely to the successor in interest of
Landlord in and to this Lease. This Lease shall not be affected by any such
sale or conveyance, and Tenant agrees to attorn to the purchaser or grantee,
which shall be obligated on this Lease only so long as it is the owner of
Landlord's interest in and to this Lease.
28. SUBORDINATION. This Lease is and shall be subject and subordinate at
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all times to the lien of any mortgages now or hereafter placed on or against the
Building, or on or against Landlord's interest or estate therein, and including
all extensions, renewals, amendments and supplements to any mortgage, without
the necessity of the execution and delivery of any further instruments on the
part of Tenant to effectuate such subordination. Tenant covenants and agrees to
execute and deliver upon demand such further instruments evidencing such
subordination of this Lease to the lien of any such mortgages as may be required
by Landlord. Notwithstanding anything herein above contained in this Section,
in the event the holder of any mortgage shall at any time elect to have this
Lease constitute a prior and superior lien to its mortgage, then and in such
event, upon any such holder notifying Tenant to that effect in writing, this
Lease shall be deemed prior and superior in lien to such mortgage, whether this
Lease is dated prior to or subsequent to the date of such mortgage.
29. MODIFICATIONS. Tenant agrees to execute any modification of this
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Lease which may be required by a lender as a condition to making a first
mortgage loan on the Project; provided that no such modification shall alter the
rent or term provided herein or materially reduce the economic value hereof to
Tenant. Tenant agrees to complete and promptly return any
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estoppel certificates that may be required in connection with any mortgage loan
on the Project. Upon request, Tenant shall furnish Landlord and its lender a
copy of the current annual financial statement.
30. ESTOPPEL CERTIFICATES. Tenant agrees that at any time and from time
---------------------
to time upon not less than ten (10) days prior request of Landlord, Tenant shall
execute, acknowledge and deliver to Landlord a statement in writing certifying
(a) that this Lease is unmodified and in full force and effect (or if there have
been modifications, specifying the same), and (b) the dates to which the rent
and other charges have been paid, and (c) that, so far as the Tenant knows,
Landlord is not in default under any provisions of this Lease (or if Tenant
knows of any such default, specifying the same) and (d) such other matters as
Landlord or Landlord's mortgagee may reasonably require. It is intended that
any such statement may be relied upon by any person proposing to acquire
Landlord's interest in this Lease or any prospective mortgagee of, or assignee
of any mortgage upon, such interest.
31. NOTICES. All notices and demands which may or are required to be
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given by either party to the other hereunder shall be in writing, and delivered
in person or sent by either United States certified mail, return receipt
requested, postage prepaid or by Federal Express or other nationally recognized
overnight delivery service. Notices and demands to Tenant shall be addressed to
it at the address indicated on Page 1 of this Lease or to such other place as
the Tenant may from time to time designate in a written notice to the Landlord.
Notices and demands to the Landlord shall be addressed to it at the address
indicated on Page 1 of this Lease, or to such other firm or to such other place
as Landlord may from time to time designate in a written notice to the Tenant.
32. EXECUTION. The submission of this document for examination does not
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constitute an offer to lease, or a reservation of, or option for, the Premises
and this document becomes effective and binding only upon the execution and
delivery hereof by both Landlord and Tenant. Tenant confirms that Landlord has
made no representations or promises with respect to the Premises or the making
or entry into of this Lease except as are expressly set forth herein, and agrees
that no claim or liability shall be asserted by Tenant against Landlord for, and
Landlord shall not be liable by reason of, breach of any representations, or
promises not expressly stated in this Lease. This Lease can be modified or
altered only by agreement in writing between Landlord and Tenant.
33. BINDING EFFECT. The covenants, agreements and obligations herein
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contained, except as herein otherwise specifically provided, shall extend to,
bind and inure to the benefit of the parties hereto and their respective
personal representatives, heirs, successors and assigns (but in the case of
assigns only to the extent that assignment is permitted hereunder). No third
party, other than such successors and assigns, shall be entitled to enforce any
or all of the terms of this Lease or shall have rights hereunder whatsoever.
34. INTERPRETATION. The laws of the State of Wisconsin shall govern the
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validity, performance and enforcement of this Lease. The invalidity or
unenforceability of any provision of this Lease shall not affect or impair any
other provision. Whenever the singular number is used, the same shall include
the plural, and the masculine gender shall include the feminine and
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neuter genders. The captions appearing in this Lease are inserted only as a
matter of convenience and in no way define, limit, construe or describe the
scope or intent of such sections or sections of this Lease nor in any way affect
this Lease.
35. FORCE MAJEURE. In the event that either party shall be delayed or
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hindered in or prevented from the performance of any act required hereunder by
reason of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental laws, regulations, orders or decrees,
riots, insurrection, war, acts of God, inclement weather, or other reason beyond
such party's reasonable control, then performance of such act shall be excused
for the period of the delay and the period for the performance of any such act
shall be extended for a period equivalent to the period of such delay; provided
that nothing contained herein shall be deemed to excuse or delay the Tenant's
obligation to pay Base Rent, additional rent or any other monetary obligations
of Tenant hereunder.
36. CORPORATE AUTHORITY. If Tenant is a corporation, each individual
-------------------
executing this Lease on behalf of said corporation represents and warrants that
he or she is duly authorized to execute and deliver this Lease on behalf of said
corporation, in accordance with a duly adopted resolution of the board of
directors of said corporation, and that this Lease is binding upon said
corporation in accordance with its terms.
EXECUTED as of the date first written above.
LANDLORD:
METAVANTE CORPORATION
By: ___________________________________
TENANT:
M&I SUPPORT SERVICES, INC.
By:____________________________________
[Name, Title]
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Schedule of Exhibits
Exhibit A Site Plan
Exhibit A-1 Legal Description of Project
Exhibit B Floor Plan of Premises
The above exhibits to this exhibit have been omitted. The exhibits will be
furnished supplementally to the Securities and Exchange Commission upon request.
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