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Exhibit 10.5
JOHN Q. HAMMONS BUILDING
LEASE AGREEMENT
THE STATE OF MISSOURI )
)
COUNTY OF GREENE
)
This Lease
Agreement (hereinafter called the "Agreement"), entered into as
of this 14 day of DECEMBER, 2004, by and
between Lessor and Lessee hereinafter
named.
SECTION 1:
DEFINITIONS AND BASIC TERMS. The following definitions and
basic
provisions shall apply in this Lease
Agreement:
A) "Lessor": The
Plaza Associates, a Missouri General Partnership
B) "Lessee":
JOHN Q. HAMMONS HOTELS, INC.
C) "Leased
Premises": approximately 884 square feet of rentable area in
JOHN Q. HAMMONS BUILDING, (hereinafter
called the "Building") located at 300
John Q. Hammons Parkway, Suite #701,
Springfield, Greene County, Missouri, as
outlined on the floor plan of the Building
attached hereto as Addendum A
together with any area used for special
stairs or electrical, mechanical or
telephone closets and which are for the
exclusive use of Lessee. Although there
may have occurred minor variations in
construction of the Building and
completion of the Leased Premises, for the
purpose of this Agreement, Lessee
acknowledges that the rentable area for the
Leased Premises is as stated above.
The term "rentable area", as used herein,
shall include any structural columns
or projections which are an integral part
of the Building and which are located
within the Leased Premises, but shall not
include areas used for Building
stairs, fire towers, elevator shafts,
flues, vents, stacks, pipe shafts or
vertical ducts.
D) "Lessee
Proportionate Share": The 1.5% being the relationship of the
rentable area of the Leased Premises to the
rentable area of the Building
(57,840 square feet).
E) "Lease Term":
A period of one (1) year beginning on the 1st day of
JANUARY 1, 2005, and terminating on
DECEMBER 31, 2005, or such date as Lessee
shall occupy the Leased Premises, whichever
occurs first. Lessee agrees to enter
into a Supplemental Lease Agreement with
Lessor, setting forth the lease
commencement date.
F) "Base
Rental": The total sum of $14,320.80 payable to Lessor at 901
St.
Louis Street, Suite 106, Springfield,
Missouri 65806, or such other place as may
be designated to Lessee by Lessor in
writing, shall be due and payable in equal
monthly
/s/ John Q. Hammons
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installments of $1,193.40 in advance and
without demand or offset on the first
day of each calendar month during the Lease
Term or any renewal period hereof;
the first of such installments shall be
paid on the date hereof. If Lessee's
occupancy under this Agreement commences on
any day other than the first day of
a calendar month, then a prorata portion of
the Base Rental applicable to the
partial first month of occupancy shall be
paid on or before the first day of
occupancy and shall be in addition to the
total Base Rental set forth above.
G) "Security
Deposit": Shall be the sum of $ -0- and paid to Lessor on the
date hereof. Lessor and Lessee mutually
agree that the Security Deposit shall be
deposited and held in the management
company's property management account, and
no interest shall be payable to Lessee.
SECTION 2:
DEMISE OF LEASED PREMISES. In consideration of the mutual
covenants and agreements herein contained
and subject to the same, Lessor hereby
demises, leases and rents to Lessee and
Lessee hereby takes and accepts from
Lessor the Leased Premises for the term
specified herein all upon the terms and
conditions as set forth in this
Agreement.
SECTION 3:
SERVICES BY LESSOR. During the Standard Building Hours, Lessor
shall furnish Lessee the following
services: hot, cold and refrigerated water at
those points provided for general use of
all tenants; electrical service for
ordinary office machines and uses excluding
any business machine or other
equipment of high electrical consumption
characteristic (any special electrical
service shall be at Lessee's expense);
heated and refrigerated air conditioning
in season, at such time as Lessor normally
furnishes these services to all
tenants in the Building and at such
temperatures and amounts as are considered
by Lessor to be standard, such service on
Sundays and holidays are to be
optional on the part of the Lessor;
elevator service in common with other
tenants in the Building; janitorial
cleaning services as may, in the judgement
of Lessor, be reasonably required. Such
services shall be on a five-day-week
basis; and Lessor may provide such security
service as may, in the sole
judgement and discretion of Lessor, be
reasonably required. Lessor shall not be
liable in damages or otherwise for failure,
stoppage or interruption of any such
service described or contemplated herein,
nor shall the same be construed as an
eviction of Lessee, work an abatement of
rental or relieve Lessee from any
covenant or agreement set forth herein. In
the event of any failure, stoppage or
interruption of such service, Lessor shall
use reasonable diligence to resume
service promptly.
Standard Building Hours shall be from 7:00
A.M. until 7:00 P.M., Monday through
Friday, excluding Holidays, and from 8:00
A.M. until 1:00 P.M. on Saturdays.
SECTION 4:
PAYMENT OF INCREASED BUILDING COSTS. The Base Rental provided
for herein includes a stipulated allowance
in the amount of THE 2004 ACTUAL
COSTS per square foot of rentable area for
repairing, maintaining and operating
the
/s/ John Q. Hammons
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Building, Parking Area and other land area
surrounding the Building (the
Building, the Parking Area and other land
area herein collectively termed the
"Property") during the first calendar year
of the Lease Term. "BASIC COSTS", AS
THAT TERM IS HEREINAFTER DEFINED, SHALL BE
CALCULATED PER SQUARE FOOT BASED ON
THE RENTABLE AREA OF THE LEASED PREMISES.
The term "Basic Costs" as used herein
shall mean all expenses, costs and
disbursements of every kind and nature which
Lessor shall pay or become obligated to pay
because of, or in connection with
the ownership, operation, repairs and
maintenance of the Property, computed on a
cash basis and in accordance with generally
accepted accounting principals and
consistently applied including but not
limited to the following:
i. wages and salaries to be allocable to the Property of all
employees
directly engaged
in the operation and maintenance of the Property,
including taxes,
insurance and all other benefits related thereto;
ii. management fees related to the management of the Property;
iii. all costs of supplies and materials used in the operation,
repair
and maintenance
of the Property;
iv. costs of all utilities for the Property (excluding
utilities
separately
metered to and actually paid directly by other tenants);
v. the cost of maintenance, repair and services to the Property
including
security services, window cleaning, elevator maintenance,
janitorial
service, pest control, landscaping and waste removal;
vi. cost of all casualty and liability insurance applicable to
the
Property and any
personal property used in connection with the operation,
repair or
maintenance of the Property;
vii. all taxes, assessments or other governmental charges from
any
federal, state,
county, municipal or other taxing authority now or
hereafter
imposing any taxes or fees on the Property;
viii. the cost of repairs and general maintenance of the
Property;
ix. a reasonable amortization charge (exclusive of any finance
charges) on
account of any capital expenditure incurred in reduction of the
Basic Costs or
incurred to comply with any requirements of any in force
governmental
regulations by authorities having jurisdiction over the
Property or
necessary for the health or satisfaction of the tenants of the
Building.
At least thirty
(30) days prior to the commencement of each calendar year
during the term of this Agreement, Lessor
shall prepare an estimate of the Basic
Costs for such
/s/ John Q. Hammons
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calendar year and if Lessor, in its
reasonable judgement, determines that the
aggregate of the Basic Costs for such
calendar year (calculated on a per square
foot basis using the rentable area of the
Building as set forth in Section 1 of
this Agreement) will exceed THE 2004 ACTUAL
COSTS, Lessor shall give written
notice to Lessee of the estimated Basic
Costs, expressed in terms of dollars per
square foot, the amount the Basic Costs
will exceed THE 2004 ACTUAL COSTS per
square foot and the monthly amount of
additional rental payable by Lessee with
respect to the increase in Basic Costs,
Commencing with the first monthly
payment in the calendar year, the Lessee
shall pay to Lessor in addition to the
Base Rental, an amount equal to l/12th of
Lessor's estimated increase in the
Basic Costs (expressed in terms of dollars
per square foot calculated as
aforesaid) multiplied by the rentable area
of the Leased Premises as set forth
in Section 1 of this Agreement. Within a
reasonable time after each calendar
year, Lessor shall perform such
computations that are necessary to determine the
actual amount of the Basic Costs and the
prorata portion payable by Lessee under
this paragraph for such calendar year
whereupon, if the Lessee shall have
overpaid, Lessor shall within thirty (30)
days after such determination refund
to Lessee the amount of such excess. But if
the Lessee shall have underpaid, the
Lessor shall invoice Lessee for the amount
of the underpayment, such
underpayment shall be due and payable
following the receipt by Lessee of
invoice.
SECTION 5:
PAYMENT OF RENTAL. Lessee hereby covenants and agrees to pay
promptly when due all Base Rental and
Adjusted Base Rental, all additional
rental and any other charges payable by
Lessee under the provisions of this
Agreement and Lessee further covenants and
agrees that all such rental or other
charges due and unpaid as of the date of
termination of this Agreement shall be
deemed due and payable on such termination
date. Lessee especially agrees that
the covenants recited in this Section shall
survive the expiration of the term
of the Agreement.
SECTION 6:
MAINTENANCE AND REPAIRS BY LESSOR. Lessor, without extra charge
except as provided herein, shall provide
for the cleaning and maintenance of the
public portions of the Building, including
painting and landscaping surrounding
the Building, keeping with the usual
standard for first class office buildings
in Springfield, Missouri. Unless otherwise
expressly stipulated herein, Lessor
shall not be required to make any
improvements or repairs of any character on
the Leased Premises during the term hereof,
except such repairs as may be
required by normal maintenance operations,
which shall include repairs to the
exterior of walls, corridors, floors,
windows, roof and other structural
elements and equipment of the Building, and
other such additional maintenance as
may be necessary because of damage by
persons other than Lessee, its agents,
employees, licensees, invitees or
visitors.
SECTION 7:
PARKING AND SERVICE AREAS. Lessor shall have the right as it
deems necessary to designate and mark
certain parking spaces within the parking
area of the Property as visitor parking.
Lessor shall have control and
enforcement of the movement and parking of
Lessee's employee automobiles and all
other vehicles in the parking area and upon
all drives and service areas
appurtenant to the Building. Lessor
/s/ John Q. Hammons
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may from time to time adopt and change
rules and regulations relating thereto,
Lessor shall not be liable for any losses
sustained by Lessee or its employees
from the theft of, or for any damage to,
any vehicle or other equipment
(including any contents thereof) while
located on the parking area or upon the
drives and service areas appurtenant to the
Building.
SECTION 8:
REPAIR AND MAINTENANCE BY LESSEE. Lessee shall at its own cost
and expense maintain and keep the Leased
Premises in good repair and condition.
Lessee agrees not to commit or allow any
waste or damage to be committed on any
portion of the Leased Premises; Lessee
shall at its own cost and expense repair
or replace any damage or injury done to the
Leased Premises, the Building or any
part thereof, caused by Lessee, its agents,
employees, licensees or visitors.
Upon the expiration or termination of this
Agreement (by lapse of time or
otherwise), Lessee agrees to deliver up the
Leased Premises to Lessor in as good
condition as on the date the Leased
Premises were first occupied by Lessee,
except for ordinary wear and tear. Should
Lessee fail to make such repairs or
replacements promptly, Lessor may, at its
option and among other remedies, enter
the Leased Premises without such entering
causing or constituting an
interference with the possession of the
Leased Premises by Lessee, make such
repairs or replacements and Lessee shall
pay the cost thereof to Lessor on
demand. Lessee shall maintain the Leased
Premises in full compliance with all
federal, state and/or local laws, codes and
regulations applicable to the Leased
Premises.
SECTION 9: USE
AND VIOLATION OF INSURANCE COVERAGE. The Leased Premises are
to be used by Lessee solely for office
purposes and no other purpose; Lessee
shall not use, occupy, or permit the use or
occupancy of the Leased Premises for
any purpose which is, directly or
indirectly, in violation of any federal, state
and/or local law, ordinance or governmental
regulation, code or order; or permit
the maintenance of any public or private
nuisance; or do or permit any act or
thing which may disturb the quiet enjoyment
of any other tenant of the
Building; or keep any substance or carry on
or permit any operation which might
emit offensive odors or conditions into
other portions of the Building; or
permit anything to be done or fail to do
anything which would increase the fire
and extended coverage insurance rate on the
Building or contents, and if there
is any increase in insurance rates by
reason of acts of Lessee, Lessee shall pay
such increase promptly upon demand therefor
by Lessor. Lessee shall not obstruct
the sidewalks, entries, passages,
vestibules, halls, elevators or stairways of
the Building and shall not use the same for
any purpose other than ingress and
egress to and from the Leased Premises.
SECTION 10:
ALTERATIONS. Lessee agrees that it will not make or allow to
be made any alterations, physical additions
or improvements in or to the Leased
Premises without first obtaining the
written consent of the Lessor. In any
instance where Lessor grants such consent,
Lessor may, among other things grant
such consent upon the condition that
Lessee's contractors, laborers and
materialmen must work in harmony with and
not interfere with any other work
being conducted on behalf of Lessor or
any
/s/ John Q. Hammons
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other tenant of the Building. All
alterations, improvements or additions,
whether temporary or permanent in
character, made by Lessor or Lessee in or
upon the Leased Premises shall remain on
and be surrendered with the Leased
Premises pursuant to Section 11 below upon
the expiration or sooner termination
of this Lease, except Lessee shall, upon
demand by Lessor, at Lessee's sole cost
and expense, forthwith and with all due
diligence remove all or any alterations,
improvements or additions, including any
wiring or cables, made or installed by
Lessee which are designated by Lessor to be
removed, and Lessee shall forthwith
and with all due diligence, and at its sole
cost and expense, repair and restore
the Leased Premises to their original
condition, reasonable wear and tear
excepted. Lessee shall promptly pay to
Lessee's contractors, when due, the cost
of all such work and of all decorating
required by reason thereof, and upon
completion, deliver to Lessor, evidence of
payment and waivers of all liens for
labor, services or materials, and
furthermore, Lessee shall defend and hold
Lessor, the Leased Premises and the
Building and the Property harmless from all
costs, damages, liens for labor, services
or materials relating to such work and
defend and hold Lessor harmless from all
costs, damages, liens and expenses,
including, without limitation, reasonable
attorneys' fees related thereto. The
obligations of Lessee as set forth in this
Section 10 shall survive the
expiration or termination of the Lease Term
of this Agreement.
SECTION 11:
FURNITURE, FIXTURES AND PERSONAL PROPERTY OF LESSEE. Lessee may
remove its trade fixtures, office supplies
and personal property not attached to
the Building, provided: (a) such removal is
made prior to the expiration or
termination of this Agreement; (b) Lessee
is not in default of any obligation or
covenant of this Agreement at the time of
such removal; and (c) Lessee promptly
repairs all damage caused by such removal
at Lessee's expense. All other
property within the Leased Premises and any
alterations or additions to the
Leased Premises (including wall-to-wall
carpeting, paneling or other wall
covering) and any other article attached or
affixed to the floor, wall or
ceiling of the Leased Premises shall become
the property of the Lessor upon the
expiration or termination of this Agreement
and shall remain upon and be
surrendered with the Leased Premises as a
part thereof at the expiration or
termination of this Agreement by lapse of
time or otherwise. If, however, Lessor
so requests in writing or pursuant to
Section 10 hereof, Lessee will, prior to
vacating the Leased Premises, remove any
and all alterations, additions,
fixtures, equipment and personal property
placed or installed by it in the
Leased Premises and will repair any damage
caused by such removal at Lessee's
expense.
SECTION 12:
ASSIGNMENT AND SUBLEASE. Lessee shall not sell, convey,
transfer or assign this Agreement or any
part thereof, or any rights created
hereby, or mortgage or pledge the same
through a change in ownership of Lessee
or otherwise, or sublet the Leased
Premises, or any part thereof, or allow it to
be assigned by operation of law or
otherwise, or subject to any lien of any type
or nature including, but not limited to,
mechanic's liens, without the prior
written consent of Lessor. Provided,
further, any assignment or sublease shall
not release Lessee from any obligation or
liability hereunder.
/s/ John Q. Hammons
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SECTION 13:
SUBORDINATION TO MORTGAGE. This Agreement is and shall always
be subject and subordinate to the lien of
any mortgages, deeds of trust or other
security instrument which are now or shall
at any future time be placed by
Lessor upon the Property, the Building, the
Leased Premises or Lessor's rights
hereunder and to any and all renewals,
extensions, rearrangements, modifications
or consolidations thereof; provided that,
in the event of a foreclosure under
any such security instrument, the holder
thereof shall forthwith notify Lessee
of such holder's election to eithe
