LEASE AGREEMENT
This Lease Agreement by and between 56 Utica L.L.C.. (hereinafter referred to as
"Landlord"), and Quad City Bank And Trust Company (hereinafter referred to as
"Tenant").
In consideration of the mutual covenants and agreements contained herein,
Landlord and Tenant agree as follows:
1. BASIC PROVISIONS AND DEFINITIONS: The following, whenever used in this
Lease, with the first letter of each word capitalized, shall have the
meaning set forth in this paragraph, and only such meanings, unless such
meanings are expressly contradicted, limited or expanded elsewhere
herein:
(a) Common Areas: The parking areas, driveways, sidewalks and all other
areas and improvements which may be provided by the Landlord for the
general use in common of tenants in the Building, their officers,
agents, employees and customers and all lighting facilities incident
thereto, as such areas and facilities may be changed from time to
time in the discretion of the Landlord.
(b) Building: The Building of which the Premises are a part, owned by
Landlord and located at the southeast corner of 00xx Xxxxxx and
Utica Ridge Road in Davenport, Iowa and known as The Shoppes At
Xxxxxx Place ("Real Estate"), legally described as set forth on
Exhibit A, attached hereto and incorporated herein by reference.
(c) Premises and Exterior Premises: The space in the Building hereby
leased to Tenant by Landlord in accordance with Paragraph 2 below,
consisting of 5,952 square feet and identified more particularly on
Exhibit B, which is attached hereto and incorporated herein by
reference and approximately 2,175 square feet in the lower level for
the purpose of storage and related uses and shall be referred to as
the "Premises". Premises shall also include an outside area located
immediately South and adjacent to the interior Premises and measurs
approximately 38' X 350' to accommodate Tenant's drive up facility
and shall hereinafter be referred to as the "Exterior Premises.
Further, the Premises shall include a portion of The lower level
space shall consist of. The annual rent for this space shall be
$3.00 per square foot per annum for the primary term of this lease
and paid monthly as additional rent. The lower level space shall not
be included in the calculation of Tenant's pro-rata share of the
Common Area Charge.
(d) Site: The Building, Real Estate and all Common Areas and other
improvements located on the Real Estate.
(e) Date of Lease: June 29, 2000.
(f) Date of Possession: Upon notice from Landlord that the Premises have
been completed (other than the improvements to be completed pursuant
to Paragraph 15 below).
(g) Landlord's Address:
56 Utica L.L.C.
0000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
(h) Tenant's Address:
Quad City Bank And Trust Company
0000 - 0xx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
(i) Lease Term: The Lease Term shall commence sixty (60) days following
the notice referenced in Paragraph 1(f) above with the provision
that the lease term will commence earlier if tenant can commence its
business operations at an earlier date, and shall terminate ten (10)
years from such date, unless sooner terminated as provided herein.
(j) Base Rent: The annual Base Rent for the 5,952 square fee shall be in
the amounts set forth below:
Years 1-5 $15.50 per square foot
Years 6-8 $16.00 per square foot
Years 9-10 $16.50 per square foot
The annual rent for the 2,175 square feet in the lower level space
shall be $3.00 per square foot per annum for the primary term of
this lease The lower level space shall not be included in the
calculation of Tenant's pro-rata share of the Common Area Charge.
In addition, the Base Rent shall include the cost to acquire
additional land and concrete paving, costs associated with the
building structural construction to accommodate Lessee's drive
through facility, canopy and ATM facility which shall be amortized
over the primary term of this Agreement at an interest rate of 8.0%.
The expense for the additional land shall not exceed $93,002 unless
approved in writing by Tenant. The expense for the drive through
facility, canopy and ATM facility, excluding land shall not exceed
$127,801 unless approved in writing by Tenant
The Base Rent shall be payable in equal monthly installments, in
advance, on the first day of each month, adjusted as provided in
Paragraph 5(c) below.
(k) Permitted Use: Tenant shall be allowed to use the Premises for
operation of a commercial banking operation and financial services
firm, including exterior drive through facility, however, said use
shall be in keeping with the restrictive covenants of the Project.
Landlord shall not unreasonably withhold approval of a proposed
Tenant use. Landlord hereby grants to Tenant the exclusive right to
operate a commercial banking operation and financial services firm
in the Project known as The Shoppes At Xxxxxx Place.
2. DEMISED PREMISES: Landlord does hereby lease to Tenant and Tenant does
hereby lease from Landlord the Premises described herein.
3. LEASE TERM: (a) TO HAVE AND TO HOLD the Premises for the period set forth
in Paragraph 1 of this Lease unless sooner terminated or extended as
hereinafter provided.
(b) So long as Tenant is not in default of any terms or conditions of
the lease agreement, then Tenant shall have the option to renew the
lease for two (2) periods of five (5) years. The Annual Rent for the
Option Periods shall be negotiated at exercise of the option
period(s). The renewal rent for the exterior Premises shall be
negotiated at the same time as the Interior Premises. The Lessee
shall exercise its Option to renew this lease 180 days prior to the
end of the lease term or extended lease term by written notice to
Lessor.
4. COMMENCEMENT OF LEASE TERM: The Commencement Date of the Lease Term shall
be the date as determined in accordance with Paragraph 1(i) of this
Lease.
5. ADDITIONAL RENT AND ADJUSTMENTS: (a) In addition to the Base Rent, all
other payments to be made by Tenant hereunder, shall be deemed for the
purpose of securing their collection to be Additional Rent under this
Lease, whether so designated or not, and shall be due and payable on
demand or together with the next succeeding installment of the Base Rent,
whichever shall first occur; and Landlord shall have the same rights and
remedies upon Tenant's failure to pay the same as for the non-payment of
the Base Rent.
(b) In the event the Commencement Date of the Lease Term is other than
the first day of a calendar month, the Base Rent, and other charges
reserved under this Lease or the portion of such partial month shall
be prorated based on a thirty (30) day month and shall be paid on
the Commencement Date of the Lease Term.
6. COMMON AREA, INSURANCE AND COMMON AREA CHARGES:
(a) Landlord hereby grants to Tenant and Tenant's employees, agents,
customers and invitees the right, during the term hereof, to use, in
common with others granted the use thereof, the appropriate Common
Areas within the limits of the Site. Landlord shall operate, manage
and maintain, during the term of this Lease, all Common Areas within
the Site. The manner in which such areas and facilities shall be
maintained and the expenditures therefor shall be at the sole
discretion of Landlord. The use of such areas and facilities shall
be subject to such reasonable regulations as Landlord shall make
from time to time. Tenant agrees to cause its employees to park in
such areas as may be designated by Landlord for employee parking.
(b) From the Date of the Lease and throughout the Lease Term, Tenant
shall pay to Landlord, as Additional Rent, a "Common Area Charge,"
which shall be Tenant's proportionate share of all costs and
expenses of every kind and nature paid or incurred by Landlord in
operating, maintaining and repairing the Common Areas and insuring
the Site. Such costs and expenses shall include, but not be limited
to, costs of repairing, maintaining and replacing all common area
improvements; providing public liability, property damage, fire and
extended coverage and such other insurance as Landlord deems
appropriate; personal property taxes, fire protection and fire
hydrant charges, water and sewer charges, utility charges, licenses
and permit fees. Tenant's Common Area Charge shall include fees for
management of the Building or the Premises. Tenant's Common Area
Charge shall be determined by multiplying the total cost incurred by
Landlord by a fraction, the numerator of which shall be the number
of square feet of floor area of the Premises and the denominator of
which shall be the gross leasable area of the Building. Inclusive
with the taxes and assessments to be paid by Tenant pursuant to
Paragraph 18 of this Lease, Landlord estimates that the Common Area
Charge to Tenant to be paid during the first year of the Lease Term
shall be $3.85 per square foot leased.
(c) Pursuant to Paragraph 5 above, Tenant's Common Area Charge shall be
paid in monthly installments on the first day of each month, with
Tenant's payment of Base Rent, in an amount to be estimated by
Landlord, which estimate shall be subject to change by Landlord from
time to time. Following the end of the period used by Landlord in
estimating Landlord's cost, Landlord shall furnish to Tenant a
statement of the actual amount of Tenant's proportionate share of
such Common Area Charge for such period. Within ten (10) days
thereafter, Tenant shall pay to Landlord or Landlord shall remit to
Tenant, as the case may be, the difference between the estimated
amounts paid by Tenant and the actual amount of Tenant's Common Area
Charge for such period as shown by such statement. Landlord shall
allow Tenant, upon written request, to review any and all supporting
documentation used by Landlord in arriving at the Common Area
Charge. Since it is unlikely that the Xxxxxxxxx City Assessor will
break out the assessment between the building and the Exterior
Premises, for purposes of computing the real estate taxes relating
to the Additional Premises, the completed cost of the land and
improvements for the Exterior Premises as a percentage of the total
cost of the land and building cost of the project (computed
separately for land and improvements) shall be multiplied by the
assessed value to determine the proportional share of the real
estate taxes attributable to the Exterior Premises.
(d) Notwithstanding anything to the contrary set forth above, Tenant's
Common Area charge shall include 100% of any and all costs or
expenses relating to maintenance of the Exterior Premises and the
surrounding area as shown on Exhibit B attached hereto and
incorporated herein by reference.
(e) For the purposes of this Agreement, Lessee's pro-rata share of the
Common Area Charge shall be calculated using Lessee's leased square
footage of its interior Premises, set forth herein as 5,952 SF, as
the numerator and the total leaseable square footage of the project,
set forth herein as 24,456 square feet, as the denominator. The
2,175 square feet of space in the lower level shall not be included
in computing Tenant's share of the Common Area Charge. Lessee's
pro-rata share of the interior Premises is 24.34%. In addition,
Tenant's Common Area Charge shall include 100% of the charges and
expenses relating to the Exterior Premises.
7. PAST DUE RENTS: If Tenant shall fail to pay any Base Rent, Additional
Rents or other charges within ten (10) days after the same become due and
payable, such unpaid amounts shall bear interest from the due date
thereof to the date of payment at the rate of eighteen percent (18%) per
annum ("Default Interest Rate"), provided, however, that such Default
Interest Rate shall not exceed the maximum legal rate of interest allowed
to be charged to Tenant under any applicable law of the State of Iowa.
8. PLACE OF PAYMENTS: All payments required to be paid by Tenant to Landlord
shall be made payable to the order of the Landlord, and all such payments
shall be delivered to Landlord's Address.
9. TENANT'S INSTALLATIONS: Tenant shall fully equip the Premises with all
trade fixtures and equipment necessary for the proper operation of the
Tenant's business.
10. PERMITTED USE: Tenant agrees to and shall use the Premises solely for the
purpose of conducting the Permitted Use and for no other business or
purpose except with Landlord's prior written consent.
11. LAWS, WASTE OR NUISANCE:
(a) Tenant agrees, at Tenant's own cost and expense: (i) to comply with
all present and future governmental laws, ordinances, orders and
regulations concerning Tenant's use of the Premises and (ii) to
comply with all present and future rules, regulations and
recommendations of the Board of Fire Underwriters, Landlord's
insurance carriers and organizations establishing insurance rates
concerning Tenant's use of the Premises (including Tenant's
alterations and additions thereto).
(b) Tenant further agrees not to suffer, permit or commit any waste, nor
to allow, suffer or permit any odors, vapors, steam, water,
vibrations, noises or undesirable effects to emanate from the
Premises or any equipment or installation therein or otherwise to
allow, suffer or permit the Premises or any use thereof to
constitute a nuisance. Tenant hereby further agrees to indemnify and
save Landlord free and harmless of and from all fines, claims,
demands, actions, proceedings, judgments and damages (including
court costs and reasonable attorneys' fees) of any kind or nature by
anyone whomsoever arising or growing out of any breach or
non-performance by Tenant of the covenants contained in this
Paragraph.
12. SIGNS: Tenant may, at its own cost and expense, install a suitable
identification sign on the Building of such size, design and character as
permitted by the Declaration of Protective Covenants for Crow Valley
Plaza Business Park recorded on April 29, 1993 as Document No. 10843-93
and as Landlord shall first approve in writing. Tenant shall maintain any
such sign or other installation in good condition and repair. Other than
such permitted sign, Tenant shall not place or install or suffer to be
placed or installed or maintain any sign upon or outside the Premises or
Building. Landlord may place a "For Sale" and "For Rent" sign on the
Building or Site with in one hundred eighty (180) days from expiration of
the initial Lease Term or any extended term. Landlord shall place one (1)
monument sign on the Site which identifies the Building and all of the
tenants thereof, which shall be on Utica Ridge Road.
13. ASSIGNMENT AND SUBLETTING: Tenant may sublet the Premises in part or in
its entirety or assign this Lease in part or entirely only with the prior
written permission and consent of Landlord, which consent shall not be
unreasonably withheld. Notwithstanding anything to the contrary in this
Paragraph 13, Tenant shall have the right, without Landlord's prior
written consent, to assign this Lease or sublet the Premises or any part
thereof, to any successor resulting from merger or consolidation or to
any entity under common control of Tenant.
14. REPAIRS:
(a) Landlord shall not be required to make any repairs or improvements
of any kind upon or to the Premises, except for necessary structural
maintenance and repairs to the roof, walls, floors and foundations
of the Building of which the Premises forms a part and repairs to
utilities providing service from off-site to the Building, unless
the necessity for any of such repairs shall have been occasioned by
any action, omission to act or negligence of Tenant, its assignees,
subtenants, invitees, concessionaires or licensees, or their
respective employees, agents, or contractors, in which event Tenant
agrees to make such repairs, at Tenant's own cost and expense.
Landlord shall not be required to commence any such repair until
after notice from Tenant that the same is necessary, which notice,
except in case of an emergency, shall be in writing and shall allow
Landlord a reasonable time in which to commence and complete such
repair. Landlord shall use reasonable efforts to do said repair work
with minimum inconvenience, annoyance, disturbance or loss of
business to Tenant, as may be reasonably possible under the
circumstances consistent with accepted construction practice in the
vicinity; and so that such work shall be expeditiously completed,
but in no event shall Landlord be required to incur any additional
expenses for work to be done during hours or days other than regular
business hours and days. Tenant shall be responsible for repairs to
the HVAC, plumbing and electrical systems, and for improvements made
by Tenant.
(b) Subject to the provisions of subsection (a) of this Paragraph,
Tenant agrees at Tenant's own cost and expense to keep and maintain
the Premises including the build out improvements and each and every
part thereof in good repair, order and condition and to make all
repairs and replacements thereto, and to the fixtures and equipment
therein and the appurtenances thereto, including without limiting
the generality of the foregoing, interior walls, partitions and the
lighting, electrical, heating, air conditioning, plumbing, and
sewerage systems, equipment, fixtures and facilities within and
serving the Premises, and the floor slab and that portion of any
pipes, lines, ducts, wires or conduits installed by Landlord or
Tenant contained under, above or within, and exclusively serving,
the Premises. Tenant shall keep and maintain the Premises in a
first-class and attractive condition throughout the Lease Term.
Tenant shall replace all damaged or broken glass with glass of equal
quality with that broken or damaged, except in the case of damage or
destruction by fire or other insurable casualty or by eminent
domain, the obligations of Landlord and Tenant shall be controlled
as hereinafter provided.
15. TENANT IMPROVEMENTS: Tenant shall make certain improvements to the
Premises, subject to Landlord's agreement to pay for said improvements in
an amount not to exceed $148,800.00, and further subject to Tenant's
submittal of plans for such improvements to Landlord for Landlord's
approval at least two (2) weeks prior to actual construction of the
improvements. All other improvements shall be at the expense of Lessee
pursuant to Lessee's specifications. Said other improvements shall
include but not be limited to, costs to acquire additional land and
concrete paving, costs associated with the building structural
construction to accommodate Lessee's drive through facility, canopy and
ATM facility. These additional improvements shall be paid as additional
rent and amortized over the primary term of this Agreement at an interest
rate of 8.0%. Landlord shall use its best efforts to provide Tenant with
notice of the date when Tenant shall have access to the Premises to begin
construction of such improvements, to allow for timely notice by Tenant
to Landlord as set forth above.
16. COVENANT AGAINST LIENS:
(a) Tenant shall do all things necessary to prevent the filing of any
mechanics, or other liens against the Premises by reason of any
work, labor, services or materials performed or supplied or claimed
to have been performed or supplied to Tenant, or anyone holding the
Premises, or any part thereof, through or under Tenant. If any such
lien shall at anytime be filed, Tenant shall either cause the same
to be vacated and cancelled of record within thirty (30) days after
the date of the filing thereof or, if Tenant in good faith
determines that such lien should be contested, Tenant shall furnish
such security, by surety bond or otherwise as is prescribed by law
to release the same as a lien against the real property and to
prevent any foreclosure of such lien during the pendency of such
contest. If Tenant shall fail to vacate or release such lien in the
manner and within the time period aforesaid, then, in addition to
any other right or remedy of Landlord resulting from Tenant's said
default, Landlord may, but shall not be obligated to, vacate or
release the same either by paying the amount claimed to be due or by
procuring the release of such lien by giving security or in such
other manner as may be prescribed by law. Tenant shall repay to
Landlord, on demand, all sums disbursed or deposited by Landlord
pursuant to the foregoing provisions of this Paragraph, including
Landlord's cost and expenses and reasonable attorney's fees incurred
in connection therewith.
(b) Landlord shall do all things necessary to prevent the filing of any
mechanics' or other liens against the Premises by reason of any
work, labor, services or materials performed or supplied or claimed
to have been performed or supplied to Landlord, or anyone holding
the Premises, or any part thereof, through or under Landlord.
17. UTILITIES:
(a) Tenant shall pay all charges for utilities including water, gas,
electricity, sewers and telephone supplied to or serving the
Premises. Landlord shall not be liable in damages or otherwise for
any interruption in the supply of any utility to the Premises nor
shall any such interruption constitute any ground for an abatement
of any of the rents reserved hereunder. Tenant shall not at any time
overburden or exceed the capacity of the mains, feeders, ducts,
conduits or other facilities by which such utilities are supplied
to, distributed in or serve the Premises. If Tenant desires to
install any equipment which shall require additional utility
facilities or utility facilities of a greater capacity than the
facilities to be provided by Landlord, such installation shall be
subject to Landlord's prior written approval of Tenant's plans and
specifications therefor.
(b) Landlord shall be responsible for providing meters or other devices
for the measurement of utilities supplied to the Premises, Tenant
shall be solely responsible for and promptly pay, when due and
payable, all charges for water, sewer, electricity, gas, telephone
and any other utility used or consumed in the Premises.
18. TAXES AND ASSESSMENTS:
(a) From the Date of the Lease and throughout the Lease Term, Tenant
agrees to pay, as additional rent, Tenant's proportionate share of
all real estate taxes and assessments, both general and special,
levied against the Real Estate, Building and all other improvements
which may be added thereto or constructed within the Site. Tenant's
proportionate share shall be the total amount of such taxes and
assessments multiplied by a fraction, the numerator of which shall
be the number of square feet of floor area within the Premises and
the denominator of which shall be the gross leasable area of the
existing Building within the Site at the time such taxes were levied
or assessed. Should any governmental taxing authority levy, assess
or impose any tax, excise or assessment (other than income or
franchise tax) upon or against the rentals payable by Tenant to
Landlord, either by way of substitution for or in addition to any
existing tax on the Real Estate, Building or otherwise, Tenant shall
be responsible for and shall pay any such tax, excise or assessment
or shall reimburse Landlord for the amount thereof, as the case may
be. Tenant shall be responsible for 100% of the real estate tax
liability for the Exterior Premises.
(b) Pursuant to Paragraph 5 above, during the Lease Term, Tenant shall
pay to Landlord, monthly on the first day of each month, with
Tenant's payment of Base Rent due hereunder, an amount equal to
one-twelfth (1/12) of Tenant's proportionate share of real estate
taxes and assessments for the current tax year, as reasonably
estimated by Landlord based upon the prior year's tax assessments.
If Tenant's proportionate share of taxes with respect to any tax
year is less than the total amount theretofore paid by Tenant for
such period, the excess shall be credited against the payments with
respect to real estate taxes next becoming due. If Tenant's
proportionate share of taxes for any tax year exceeds the total
amount theretofore paid by Tenant for such period, Tenant shall,
within ten (10) days of receipt of Landlord's invoice therefor, pay
to Landlord the difference between the estimated amount paid by
Tenant and Tenant's actual proportionate share of real estate taxes
and assessments.
19. INDEMNITY:
(a) Tenant hereby agrees to defend, pay, indemnify and save free and
harmless Landlord, from and against any and all claims, demands,
fines, suits, actions proceedings, orders, decrees and judgments of
any kind or nature by or in favor of anyone whomsoever and from and
against any and all costs and expenses, including reasonable
attorney's fees, resulting from or in connection with loss of life,
bodily or personal injury or property damage arising, directly or
indirectly, out of or from or on account of any occurrence in, upon,
at or from the Premises or occasioned wholly or in part through the
use and occupancy of the Premises or any improvements therein or
appurtenances thereto, or by any act or omission or negligence of
Tenant or any subtenant, concessionaire or licensee of Tenant, or
their respective employees, agents or contractors in, upon, at or
from the Premises or its appurtenances; except nothing herein
mentioned shall excuse or exculpate Landlord or its employees,
agents or contractors from its or their negligence; and in such case
the indemnification and hold harmless provided herein shall not
apply.
(b) Tenant and all those claiming by, through or under Tenant shall
store their property in and shall occupy and use the Premises and
any improvements therein and appurtenances thereto solely at their
own risk and Tenant and all those claiming by, through or under
Tenant hereby release Landlord, to the full extent permitted by law,
from all claims of every kind, including loss of life, personal or
bodily injury, damage to merchandise, equipment, fixtures or other
property, or damage to business or for business interruption,
arising, directly or indirectly, out of or from or on account of
such occupancy and use or resulting from any present or future
condition or state of repair thereof.
(c) Landlord shall not be responsible or liable for damages at any time
for any defects, latent or otherwise, in the Building, any
improvements or any of the equipment, machinery, utilities,
appliances or apparatus therein, nor shall Landlord be responsible
or liable for damages at any time for loss of life, or injury or
damage to any person or to any property or business of Tenant, or
those claiming by, through or under Tenant, caused by or resulting
from the bursting, breaking, leaking, running, seeping, overflowing
or backing up to water, steam, gas, sewage, snow or ice in any part
of the Premises or caused by or resulting from acts of God or the
elements, or resulting from any defect or negligence in the
occupancy, construction, operation or use of the Building or
improvements, including the Premises, or any of the equipment,
fixtures, machinery, appliances or apparatus therein.
20. ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES:
(a) The use of the Premises shall at all times comply with, and Tenant
shall not be in violation of, in connection with its use,
maintenance or operation of the Premises and the conduct of the
business related thereto, any applicable federal, state, county or
local statutes, laws, regulations, rules, ordinances, codes,
licenses and permits of all governmental authorities relating to
environmental matters, including by way of illustration and not by
way of limitation, (i) the Clean Air Act, the Federal Water
Pollution Control Act of 1972, the Resource Conservation and
Recovery Act of 1976, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (and any amendments or
extensions thereof), and the Toxic Substances Control Act, and (ii)
all other applicable environmental requirements.
(b) Without limiting the generality of subparagraph (a) above, Tenant
(i) will operate the Premises and will at all times receive, handle,
use, store, treat, ship and dispose of all hazardous substances,
petroleum products and other waste in strict compliance with all
applicable environmental, health or safety statutes, ordinances,
orders, rules, regulations or requirements, and (ii) will remove
prior to the termination of this Lease from and off the Site, all
hazardous substances, petroleum products and other waste.
(c) No hazardous or toxic materials, substances, pollutants,
contaminants or wastes will be released into the environment, or
deposited, discharged, place or disposed of at, on or near the
Premises, nor will the Premises be used at any time by any person as
a landfill or a waste disposal site.
(d) Tenant shall immediately notify Landlord of any notices of any
violation of any of the matters referred to in subparagraph (a)
through (d) relating to the Premises or its use.
(e) At any time during the Lease term or thereafter, including after the
termination of this Lease, Tenant covenants at its sole cost and
expense, to remove or take remedial action with regard to any
materials released to the environment at, on or near the Premises
during the Lease term or extensions thereof for which any removal or
remedial action is required pursuant to law, ordinance, order, rule,
regulation or governmental action, provided that U) no such removal
or remedial action shall be taken except after reasonable advance
written notice to Landlord; and (ii) any such removal or remedial
action shall be undertaken in a manner so as to minimize any impact
on the Premises and the Site.
(f) Tenant shall at all times retain any and all liabilities arising
from the handling, treatment, storage, transportation or disposal of
hazardous or toxic materials, substances, pollutants, contaminants,
petroleum products or wastes by Tenant.
(g) Tenant shall indemnify and hold Landlord harmless from and against
any and all (i) liabilities, losses, claims, damages (including,
without limitation, lost profits, consequential damages, interest,
penalties, fines and monetary sanctions), and costs (hereinafter
"Loss"), and (ii) attorneys, and accountants' fees and expenses,
court costs and all other out-of-pocket expenses (hereinafter
"Expense") incurred or suffered by Landlord by reason of, resulting
from, in connection with, or arising in any manner whatsoever out of
the breach of any warranty or covenant or the inaccuracy of any
representation of Tenant contained or referred to in this Paragraph
20.
(h) All representations, warranties, covenants, agreements and
indemnities of Tenant shall survive the termination of this Lease
and shall not be affected by any investigation by or on behalf of
Landlord or by any information Landlord may have or obtain with
respect thereto.
21. INSURANCE:
(a) BY LANDLORD: Landlord agrees, during the Lease Term, to procure and
maintain insurance against fire, vandalism and malicious mischief
and such other perils as are from time to time included in a
standard extended coverage endorsement insuring the Building.
(b) BY TENANT:
(i) Tenant agrees to secure and keep in force from and after the
Date of Possession and throughout the Lease Term, at Tenant's
own cost and expense Comprehensive General Liability Insurance
with a minimum limit of liability in an amount of One Million
Dollars ($1,000,000.00); such insurance shall be issued in the
names and for the benefit of Landlord and Tenant and shall
contain an endorsement that Landlord, although named as an
insured, nevertheless shall be entitled to recover under said
policies for any loss or damage occasioned to it, its servants,
agents and employees by reason of the negligence of Tenant. The
minimum limit of liability insurance may be increased during
the Lease Term if Landlord deems the amount inadequate, in
which event Landlord shall so notify Tenant, and Tenant shall
obtain the additional insurance within thirty (30) days of said
notice. In no event shall said increase require Tenant to
obtain insurance with a limit of liability in an amount in
excess of Three Million Dollars ($3,000,000.00). In the event
such insurance coverage lapses at any time after termination of
the Lease, Tenant shall purchase a "tail" policy to cover
claims made after expiration of the policy and continuing until
such time as any applicable statute of limitations period has
expired.
(ii) Tenant shall procure and maintain fire and extended casualty
insurance coverage in and to its insurable interest in the
Premises. The said insurance shall provide coverage with
respect to the Tenant's personal property, equipment and
fixtures kept and maintained upon the Site, and, in the event
of casualty loss covered by such insurance, Tenant shall be
entitled to all of the proceeds of such insurance payable by
reason of such loss.
(c) Insurance required hereunder shall be in companies which shall be
qualified to do business in the State of Iowa. Tenant shall procure
and deliver to Landlord certification from the respective insurance
companies indicating that the above insurance is in place. In the
event Tenant fails to pay any premium due for the insurance required
hereunder, Landlord may pay the same and charge Tenant for the
amount so paid.
22. CONDEMNATION: If, during the term (or any extension or renewal) of this
Lease, all or a substantial part of the Premises are taken for any public
or quasi-public use under any governmental law, ordinance or regulation,
or by right of eminent domain or by purchase in lieu thereof, and the
taking would prevent or materially interfere with the use of the Premises
for the purpose for which they are then being used, this Lease shall
terminate and the rent shall be abated during the unexpired portion of
this Lease effective on the date physical possession is taken by the
condemning authority. Tenant shall have no claim to the condemnation
award, however, this paragraph shall not prohibit Tenant from making a
claim for moving expenses or property owned by Tenant in any condemnation
proceeding.
23. FIRE AND CASUALTY:
(a) If the Premises should be totally destroyed by fire or other
casualty, or if the Premises should be so damaged so that rebuilding
cannot reasonably be completed within one hundred twenty (120)
working days after the date of written notification by Tenant to
Landlord of the destruction, this Lease shall terminate and the rent
shall be abated for the unexpired portion of the lease, effective as
of the date of the written notification.
(b) If the Premises should be partially damaged by fire or other
casualty, and rebuilding or repairs can reasonably be completed
within one hundred twenty (120) working days from the date of
written notification by Tenant to Landlord of the destruction, this
Lease shall not terminate, but Landlord may at its sole risk and
expense proceed with reasonable diligence to rebuild or repair the
Building or other improvements to substantially the same condition
in which they existed prior to the damage. If the Premises are to be
rebuilt or repaired and are untenantable in whole or in part
following the damage, and the damage or destruction was not caused
or contributed to by act or negligence of Tenant, its agents,
employees, invitees or those for whom Tenant is responsible, the
rent payable under this Lease during the period for which the
Premises are untenantable shall be abated to such an extent as may
be fair and reasonable under the circumstances. In the event that
Lessor fails to complete the necessary repairs or rebuilding within
one hundred twenty (120) working days from the date of written
notification by Tenant to Landlord of the destruction, Tenant may at
its option terminate this Lease by delivering written notice of
termination to Landlord, whereupon all rights and obligations under
this Lease shall cease to exist.
24. DEFAULT:
(a) If Tenant shall fail (i) to pay, when due, any rental, charge or
other sum payable hereunder within ten (10) days after written
notice shall have been given to Tenant; or (ii) to correct any
default with respect to Paragraph 5 hereof within five (5) days
after written notice of such default shall have been given to
Tenant; or (iii) to keep, observe or perform any of the other terms,
covenants and conditions herein to be kept, observed and performed
by Tenant for more than thirty (30) days after written notice shall
have been given to Tenant specifying the nature of such other
default, or if such other default so specified shall be of such
nature that the same cannot be reasonably cured or remedied within
said thirty (30) day period, if Tenant shall not in good faith have
commenced the curing or remedying of such default within such thirty
(30) day period and shall not thereafter continuously and diligently
proceed therewith to completion; or (iv) if Tenant should make
default with respect to any other Lease between Landlord and Tenant,
then and in any one or more of such events (herein referred to as an
"Event of Default") Landlord shall have the rights and remedies as
hereinafter set forth.
(b) No re-entry or taking possession of the Premises by Landlord shall
be construed as an election on its part to terminate this Lease.
Notwithstanding any such re-entry without termination, Landlord
reserves the right to elect to terminate this Lease for such
previous breach.
(c) If an Event of Default shall occur and shall not be cured in the
manner as herein provided (unless Tenant is not entitled to an
opportunity to cure such default), Landlord and Tenant covenant and
agree that Landlord shall immediately have the following rights and
remedies: (i) to immediately re-enter the Premises by summary
proceedings, if necessary, and to dispossess Tenant and all other
occupants thereof and to remove and dispose of all property therein
or to store such property in a public warehouse or elsewhere at the
cost and for the account of Tenant without Landlord being deemed
guilty or trespass or becoming liable for any loss of damage which
may arise out of such action, except for any such property in which
a prior security interest has been granted; (ii) to cancel and
terminate this Lease upon three (3) days notice to Tenant stating
that this Lease and the term hereof shall expire and terminate on
the date specified in such notice, and upon such specified notice,
this Lease and all rights of the Tenant under this Lease shall
expire and terminate as if that date were the date definitely fixed
in this Lease for the termination of the term; (iii) to cancel and
terminate Tenant's right to possession of the Premises only, and in
the event of such election, Tenant shall immediately quit and
surrender possession of the Premises only but Tenant shall remain
liable for damages as hereinafter provided. Landlord shall have the
right, at its election, to pursue any and/or all of such rights
together with any other right or remedy which may be available to
Landlord under any statute or rule of law then in effect.
(d) The rights and remedies herein reserved by or granted to Landlord
and Tenant are distinct, separate and cumulative, and the exercise
of any one of them shall not be deemed to preclude, waive or
prejudice their right to exercise any or all others.
(e) In the event of any litigation or formal legal proceeding between
the parties to this Lease, Landlord and Tenant specifically covenant
and agree that the prevailing party in such litigation shall be
entitled to recover, in addition to other damages, all court costs,
expenses and reasonable attorney's fees that it may actually incur
in enforcing the terms of this Lease, and the parties expressly
waive any statute, rule of law or public policy to the contrary and
further covenant and agree that they shall confirm such waiver in
writing at the time of commencement of any such action proceeding or
counterclaim.
25. ACCESS TO PREMISES: Landlord and its authorized representatives shall
have the right to enter upon the Premises during all regular business
hours for the purpose of inspecting or exhibiting the same to prospective
purchasers, mortgagees and tenants. Within one hundred eighty (180) days
from the expiration of the initial Lease Term or any extended term,
Landlord may place on the Site "For Lease", "To Let" or "For Rent" signs
of reasonable size which signs shall not be removed, obliterated or
hidden by Tenant.
26. SUBORDINATION: Landlord and Tenant agree that this Lease be and the same
is subject and subordinate at all times to all covenants, restrictions,
easements and ground and underlying leases now or hereafter affecting the
fee title of the Premises and to all modifications, amendments and
supplements thereto. At Landlord's option, this Lease be and the same is
subject and subordinate at all times to all mortgages or any other method
of financing or refinancing in any amounts, and all advances thereon,
which may now or hereafter be placed against or affect any or all of the
Real Estate and/or the Premises and/or the Building and any or all of the
improvements, and to all renewals, modifications, consolidations,
participations, replacements and extensions thereof. The aforesaid
provisions shall be self-operative and no further instrument or
subordination shall be necessary unless required by any such ground or
underlying lessors or mortgagees. Should Landlord or mortgagees desire
confirmation of such subordination, the Tenant, within ten (10) days
following Landlord's written request therefor, agrees to execute and
deliver, without charge, any and all documents (in form acceptable to
such ground or underlying lessors or mortgagees) subordinating this Lease
and the Tenant's rights hereunder. Should any such mortgagees request
that the Lease be made superior, rather than subordinate, to any such
ground or underlying lease and/or mortgage, then Tenant, within ten (10)
days following Landlord's written request therefor, agrees to execute and
deliver, without charge, any and all documents (in form acceptable to
such ground or underlying lessors or mortgagees) effectuating such
priority.
27. ATTORNMENT: Tenant agrees that in the event of a sale, transfer, or
assignment of the Landlord's interest in the Premises, or in the event
that any proceedings are brought for the foreclosure of or for the
exercise of any power of sale under any mortgage made by Landlord the
Premises, to attorn to and to recognize such transferee, purchaser,
ground or underlying lessor or mortgagee as Landlord under this Lease
upon written notice of same.
28. QUIET ENJOYMENT: If Tenant timely pays the rents reserved and performs
all of the other terms, covenants and conditions of this Lease on the
Tenant's part to be performed, then Tenant shall peaceably and quietly
have, hold and enjoy the Premises during the Lease Term, subject to the
terms of this Lease, and to any mortgages, ground or underlying leases,
agreements and encumbrances to which this Lease is or may be
subordinated.
29. UNAVOIDABLE DELAYS: The provisions of this Paragraph shall be applicable
if there shall occur any strikes, lockouts or labor disputes, inability
to obtain labor or materials or reasonable substitutes therefor or acts
of God, governmental restrictions, regulations or controls, enemy or
hostile governmental action, civil commotion, fire or other casualty or
other conditions similar or dissimilar to those enumerated in this
Paragraph beyond the reasonable control of the party obligated to
perform. If Landlord or Tenant shall, as a direct result of any of the
above mentioned events, fail to timely perform any obligation on its part
to be performed, then such failure shall be excused and not be a breach
of this Lease by the party in question, but only to the extent and for
the time occasioned by such event. The provisions of this Paragraph shall
not apply to Tenant's obligation to pay when due, the Base Rent or any
Additional Rent or sums or charges; and in addition lack of funds and
inability to procure financing shall not be deemed to be an event beyond
the reasonable control of Tenant. In the event of such an unavoidable
delay and as a condition precedent of Tenant claiming or relying upon
such delay, Tenant shall give notice in writing describing such event to
Landlord within ten (10) days after the occurrence of same.
30. SURRENDER OF PREMISES: Upon the expiration or sooner termination of the
Lease Term, Tenant agrees to quit and surrender the Premises,
broom-clean, in good condition and repair, reasonable use, wear and tear,
natural deterioration and insured casualty excepted, together with all
keys and combinations to locks, safes and vaults and all improvements,
alterations, additions, signs, trade fixtures, lighting fixtures and
equipment at any time made or installed in, upon or to the interior or
exterior of the Premises, except personal property, all of which shall,
at Landlord's option, then become the property of Landlord without any
claim by Tenant, but the surrender of such property to Landlord shall not
be deemed to be a payment of rent or in lieu of any rent reserved
hereunder. Before surrendering the Premises, Tenant shall remove all of
Tenant's personal property and, at Landlord's option, Tenant shall also
remove any alterations, additions, signs, trade fixtures and other
fixtures, equipment and decorations at any time made or installed by
Tenant in, upon or to the interior or exterior of the Premises, and
Tenant further agrees to repair any damage caused thereby. If Tenant
shall fail to remove any of Tenant's said personal property and any
alterations, additions, signs, trade fixtures and other fixtures,
equipment and decorations demanded by Landlord to be removed, said
property shall, at the option of Landlord, either be deemed abandoned and
become the exclusive property of Landlord, or Landlord shall have the
right to remove and store said property, at the expense of Tenant,
without further notice to or demand upon Tenant and hold Tenant
responsible for any and all charges and expenses incurred by Landlord
therefor. If Tenant shall leave any of said property on the Premises with
Landlord's consent, then Tenant shall have no further responsibilities
with respect to said property. If the Premises be not surrendered as and
when aforesaid and after Landlord shall have given to Tenant a three (3)
day notice to quit, Tenant shall indemnify Landlord against all loss or
liability resulting from the delay by Tenant in so surrendering the same,
including, without limitation, any claims made by any succeeding occupant
founded on such delay. Tenant's obligations under this Paragraph shall
survive the expiration or sooner termination of the Lease Term.
31. HOLDING OVER: Should Tenant remain in possession of the Premises after
the expiration of the Lease Term (or any renewal term hereof) without the
execution of a new lease, such holding over shall be deemed to have
created and be construed as a tenancy from month-to-month terminable on
thirty (30) days written notice by either party to the other, at a
monthly rental equal to the sum of (i) One and one-half times the monthly
installment of Base Rent payable during the last month of the Lease Term,
and (ii) one-twelfth (1/12th) of Tenant's proportionate share of real
estate taxes and assessments payable for the last Lease Year of the Lease
Term, subject to all the other conditions, provisions and obligations of
the Lease insofar as the same are applicable to a month-to-month tenancy.
Tenant shall not interpose any counterclaim or counterclaims in a summary
proceeding or other action based on holdover except for mandatory or
compulsory counterclaims under the procedural laws of the state where the
Premises are located.
32. RELATIONSHIP OF PARTIES: Nothing contained in this Lease shall be deemed,
construed or implied as creating the relationship of principal and agent,
partnership, joint venture or any other relationship between the parties
hereto, other than the relationship of Landlord and Tenant.
33. NO WAIVER: The failure of Landlord or Tenant to insist upon the strict
performance of any provisions of this Lease, or the failure of Landlord
or Tenant to exercise any right, option or remedy hereby reserved shall
not be construed as a future waiver of any such provision, right, option
or remedy or as a waiver of a subsequent breach thereof.
34. NOTICES: Every notice, demand, request or other communications which may
be or is required to be given under this Lease shall be in writing and
shall be sent by United States Certified or Registered Mail, postage
prepaid, return receipt requested, and shall be addressed:
(a) if to Landlord, to the Landlord's Address, and
(b) if to Tenant, to Tenant's Address; and the same shall be deemed
delivered when deposited in the United States Mail, postage prepaid,
or sent via federal express or other comparable overnight delivery
service. Either party may designate, by written notice to the other
party, any other address for such purposes.
35. RECORDING: Tenant agrees not to record this Lease or any memorandum
thereof without the prior written consent of Landlord.
36. PARTIAL INVALIDITY: If any provision of this Lease or the application
thereof to any person or circumstance shall to any extent be held void or
invalid, then the remainder of this Lease or the application of such
provision to persons or circumstances other than those as to which it is
held void or invalid shall not be affected thereby, and each provision of
this Lease shall be valid and enforced to the fullest extent permitted by
law.
37. PROVISIONS BINDING: Except as otherwise expressly provided in this Lease,
all covenants, conditions and provisions of this Lease shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns. Each
provision of this Lease to be performed by Tenant shall be construed to
be both a covenant and a condition, and if there shall be more than one
Tenant, they shall all be bound, jointly and severally, by the provisions
of this Lease.
38. MISCELLANEOUS:
(a) This Lease, including the Exhibits and Riders attached hereto, sets
forth the entire agreement between the parties.
(b) All prior conversations or writings between the parties hereto or
their representatives are merged herein and extinguished.
(c) This Lease shall not be modified except by a writing signed by the
parties, nor may this Lease be cancelled by Tenant or the Premises
surrendered except with the express written authorization of
Landlord unless otherwise specifically provided herein.
(d) The initial submission by Landlord to Tenant of this Lease shall be
deemed submitted solely for Tenant's consideration and not for
acceptance and execution. Such submissions shall have no binding
force and effect, shall not constitute an option for the leasing of
the Premises, and shall not confer any rights or impose any
obligations upon either party. The submission by Landlord of this
Lease for execution by Tenant and the actual execution and delivery
thereof by Tenant to Landlord shall similarly have no binding force
and effect unless and until Landlord shall have executed this Lease
and a counterpart thereof shall have been delivered to Tenant.
(e) If any provision contained in any attached Rider or Exhibit is
inconsistent or in conflict with any printed provisions of this
Lease, the provision contained in such Rider or Exhibit shall
supersede said printed provision and shall be paramount and
superior.
(f) The captions, numbers and index appearing herein are inserted only
as a matter of convenience and are not intended to define, limit,
construe or describe the scope or intent of any Paragraph, nor in
any way affect this Lease.
39. CONSENTS: Wherever in this Lease express provision is made that Tenant is
required to procure Landlord's written permission, consent or approval,
such written permission, consent or approval shall not be unreasonably
withheld or delayed, provided that Tenant shall not be entitled to any
damages for any withholding or delay of any such permission, consent or
approval, it being understood and agreed that Tenant's sole and only
remedies shall be limited to an action for summary judgment, an
injunction or declaratory judgment.
40. REGULATORY APPROVAL: Tenant's obligations hereunder are subject to
regulatory approval of this Lease by the Iowa Department of Banking.
41. COUNTERPARTS: This Lease may be executed in several counterparts, each of
which shall be deemed an original, and all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have respectively signed and sealed this
Lease as of the date and year set forth below.
Date: June 29, 2000 LANDLORD:
56 UTICA L.L.C..
By /S/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx, Manager
Date: June 29, 2000 TENANT:
ATTEST: QUAD CITY BANK AND TRUST COMPANY
By
STATE OF IOWA, COUNTY OF XXXXX, XX:
On this 29th day of June, 2000, before me, the undersigned, a Notary Public in
and for said State personally appeared Xxxxxxx X. Xxxxx, to me personally known,
who, being by me duly sworn, did say that that person is the Manager of said
limited liability company, that said instrument was signed on behalf of said
limited liability company by authority of its members and the said Xxxxxxx Xxxxx
acknowledged the execution of said instrument to be the voluntary act and deed
of said limited liability company by it voluntarily executed.
(Notary Seal) Notary Public
STATE OF IOWA, COUNTY OF XXXXX, XX:
On this 29th day of June, 2000, before me, the undersigned, a Notary Public in
and for said State, personally appeared and , to me personally known, who, being
by me duly sworn, did say that they are the and , respectively, of Quad City
Bank & Trust Company; that said instrument was signed on behalf of said
corporation by authority of its Board of Directors; and that the said and as
such officers acknowledged the execution of said instrument to be the voluntary
act and deed of said corporation, by it and by them voluntarily executed.
(Notary Seal) Notary Public
Exhibit "A"
Xxx 0 xx Xxxx Xxxxxx Xxxxx Second Addition, an Addition to the City of
Davenport, Iowa,
and
A parcel of land being part of Xxx 0 xx Xxxx Xxxxxx Xxxxx 2nd Addition to the
City of Xxxxxxxxx; all as situated in Part of the Northwest Quarter of Section
9, Township 78 North, Range 4 East of the 5th P.M.; more particularly described
as follows: Beginning at the Southeast corner of Lot 2 of said Addition; thence
North 79(degree) 47' 52" West, a distance of 349.63 feet to a point on the
Easterly right-of-way of Utica Ridge Road; thence, along said right-of-way,
South 10(degree) 12' 08" West, a distance of 38.00 feet; thence South 79(degree)
47' 52" East, a distance of 349.63 feet to a point on the Westerly right-of-way
of Victoria Avenue; thence along said right-of-way, North 10(degree) 12' 11"
East, a distance of 38.00 feet to the point of beginning. For the purpose of
this description, the Easterly right-of-way of Utica Ridge Road is assumed to
bear South 10(degree) 12' 08" West. The above described parcel contains 13,286
square feet, more or less.
