Exhibit 10.3
OFFICE BUILDING LEASE
THIS LEASE, dated for reference purposes only as of the 21st day
of
June, 1996, is entered into by and between Miller & Paine, a
Nebraska
corporation, ("Landlord"), and Union Bank and Trust Company, a
Nebraska state
banking corporation, ("Tenant").
PREAMBLE:
Landlord, in consideration of the rent to be paid and the covenants
and
agreements to be performed by Tenant, as hereinafter set forth,
does hereby
lease, demise, and let unto Tenant and Tenant hereby leases and
accepts from
Landlord that certain office space in the "Building," as defined
below, shown
and designated on the floor plan attached hereto as Exhibit A and
incorporated
herein by this reference (the "Premises") for the "Term," as
defined below,
unless sooner terminated as herein provided. The Premises are
leased by Landlord
to Tenant and are accepted and are to be used and possessed by
Tenant upon and
subject to the following terms, provisions, covenants, agreements,
and
conditions.
1. PRINCIPAL LEASE PROVISIONS. Each reference in this Lease to any
of
the terms described in this Article I shall mean and refer to the
following;
however, the other Articles of this Lease contain numerous
refinements and
exceptions which qualify the provisions of this Article; all other
terms are as
defined in this Lease.
1.1. Landlord's Address:
Miller & Paine
121 South 13th Street
Lincoln, Nebraska 68508
ATTN: Robert E. Campbell, II
1.2. Tenant's Address:
Union Bank and Trust Company
3643 South 48th Street
P 0 Box 6155
Lincoln, Nebraska 68506-0155
ATTN: Angie Muhleisen, President
1.3. Building. The term "Building," as used herein, shall refer
collectively to Lincoln Square, of which the Premises are a part,
located at
13th and 0 Streets, Lincoln, Nebraska, including land described as
follows: Lots
1-9 and the North 67 feet of Lots 17 and 18, Block 57, Original
Plat to the City
of Lincoln, Lancaster County, Nebraska (the "Land"), the
improvements, fixtures,
and other facilities now or hereafter located on the Land or
appurtenant thereto
which Landlord makes available to tenants of the Building.
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1.4. Floor. 1st
Floor.
1.5. Building Area. The Building Area shall be the number of
net
leasable square feet in the Building, not including areas leased
in
substantially unfinished condition for the purposes of storage and
at rates
substantially below market for office or retail space, as measured
by the
Landlord's architect using industry standards for such space
measurement. The
number of such net leasable square feet is 194,387 as presently
determined by
actual leases and by estimates of unleased space by the Landlords
architect.
This number is subject to change from time to time by the Landlord
as actual
leasable space configurations are determined. Landlord will notify
Tenant of
such change in the total number of leasable square feet at least
sixty (60) days
before such altered numbers are used in the calculation of Tenant's
Percentage
under Section 1.17 as it applies to rent payments or adjustments,
or payment of
Operating Expenses.
1.6. Floor Area. Intentionally Deleted.
1.7. Premises Area. The leasable area of the Premises shall be
approximately 4,075 square feet of space in the location within the
Building
reflected on the Final Plans. Such square footage is a significant
factor in the
negotiated rent for this Lease and the above figure is not subject
to alteration
following the final space plan and any further recalculation of
useable area.
1.8. Initial Rental Per Square Foot. $11.50 per square foot
annually.
1.9. Suite Number. 101.
1.10. Lease Term. Seven years.
1.11. Option Terms. Two option terms, the first term for five (5)
years
and the second term for four (4) years.
1.12. Lease Year. A 12-month period commencing on July 1, 1996, and
on
any yearly anniversary thereof.
1.13.
Commencement Date. The Commencement Date is July 1, 1996.
1.14. Termination Date. June 30, 2003, or as extended pursuant
to
Section 3.4 of the Lease.
1.15. Initial Monthly Rental. Initial Rental per Square Foot
($11.50)
times 4,075 square feet of the Premises Area, divided by twelve
(12) months. The
Initial Monthly Rental is $3,905.21, starting on July 1, 1996 or as
determined
in Section 3.2 hereof.
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1.16. Monthly Rental. The rent due each month as provided in
Section
1.15 and Section 4.2 of the Lease and payable according to
provisions of Section
4.1 of the Lease for rent of the Premises.
1.17. Tenant's Percentage. The percentage which the square footage
of
the Premises Area is to the total Building Area. The initial
Tenant's Percentage
is estimated to be 2.10%.
1.18. Floor Percentage. Intentionally Deleted.
1.19. Security Deposit. None.
1.20. Broker. Neither Landlord or Tenant have used the service of
a
broker in relation to this Lease, and no broker fees apply.
1.21. Permitted Uses. Office and customer service functions
ordinarily
associated with a bank.
1.22. Final Plans. The Final Plans for the Premises, as shown on
Exhibit
A.
2. PREMISES.
2.1. Premises. Landlord hereby leases to Tenant and Tenant hereby
leases
from Landlord the Premises.
2.2. Common Areas. Tenant shall have, as appurtenant to the
Premises,
the nonexclusive right, in common with others, subject to
reasonable rules of
general applicability to tenants of the Building from time to time
made by
Landlord and of which Tenant is given notice, to the use of the
following areas
of the Building: common entrances, lobbies, corridors, stairways,
elevators,
ramps, drives, restrooms and common walkways necessary for access
to the
Building (the "Common Area"). Landlord reserves the right from time
to time: (a)
to install, use, maintain, repair, replace and relocate for service
to the
Premises and/or other parts of the Building pipes, ducts, conduits,
wires,
appurtenant fixtures, and mechanical systems, wherever located in
the Premises
or the Building, and (b) to alter, remodel, close or relocate any
facility in
the Common Areas, and to relocate or redefine Common Areas within
the Building
and Premises, so long as there is not substantial interference with
tenant's and
their invitee's access to the premises, restrooms, elevators and
exits.
2.3 Option
Area. Intentionally
Deleted
3. TERM
AND POSSESSION.
3.1. Term. The term of this Lease shall commence on the
Commencement
Date as set forth in Section 1.13 and end on the Termination Date
as set forth
in Section
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1.14, unless sooner terminated as provided in this Lease, or
unless
extended pursuant to Section 3.4.
3.2. Possession. Landlord shall deliver possession of the Premises
to
the Tenant on the Commencement Date and Monthly Rental for the
Premises shall be
payable to Landlord by Tenant on such date according to the
provisions of
Sections 1.15 and 4.1 herein.
3.3. Acceptance of Premises. Tenant shall construct improvements to
the
Premises having taken possession in its then "as is" condition at
the
Commencement Date as described in Section 3.2 herein. Such
improvements shall be
constructed in accordance with the Final Plans described in Section
1.22 hereof
and according to terms of the Work Letter detailed as Exhibit B and
Schedule 1,
attached hereto. Landlord will thoroughly clean, paint and repair
the Premises
to make the Premises ready for occupancy, and repair Building
components prior
to Tenant's possession and will replace outside windows of the
Premises with
thermal pane glass; provided, however, that Landlord shall not
perform or pay
the cost of remodeling to be done by Tenant at Tenant's discretion
including
painting of any new partitions within the Premises.
3.4. Option to Extend Term. Provided Tenant timely exercises its
right
as hereinafter provided and is not in default under the Lease at
the time of
exercise of such right or at the commencement of any option period
("Option
Term"), Tenant shall have the right to extend the term of this
Lease for two
periods, the first for Five (5) years and the second for Four (4)
years, on the
same terms and conditions as contained in this Lease, except for
the Monthly
Rental. The Monthly Rental during the first and second Option
Terms, if
exercised, shall be $13.50 per square foot, plus any applicable
Rental
Adjustments described in Section 4.2, times the total Premises Area
(4,075)
divided by twelve (12) months. The Monthly Rental in both Option
Terms will be
subject to adjustment as described in Section 4.2 of the Lease.
Not later than six (6) months prior to the date the term of this
Lease
would otherwise expire, Tenant shall notify Landlord in writing of
its election
to exercise the right to extend the term hereof as provided above.
The right to
extend the term of this Lease shall terminate if not timely
exercised as herein
provided. This Lease and the option to extend this Lease herein
granted shall be
personal to Union Bank and Trust Company and any successor to such
corporation
by merger or consolidation, and may not be transferred or assigned
without
Landlord's prior written consent, which consent may not be
unreasonably
withheld.
3.5. Security Deposit. None.
4. RENT.
4.1. Payment of Rent. Tenant shall pay the Monthly Rental, without
any prior
demand therefor and without any deduction or offset whatsoever, in
lawful money
of the United States of America, to Landlord on the first day of
each calendar
month during the
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term of this Lease as rent for the Premises for such month. Tenant
shall make
all payments of rent and other expenses to Landlord at the Building
manager's
office at the Building or at such other address as Landlord may
from time to
time request in writing. If the term of this Lease commences other
than on the
first day of a month or ends other than on the last day of a month,
the rent for
a partial month shall be prorated on a thirty (30) day month, based
on the
number of days in such month that this Lease is in effect.
4.2. Monthly Rental Adjustment. Beginning with the second year of
the
initial Lease Term and each year thereafter to the end of the
initial Lease
Term, the Monthly Rental shall be adjusted to the following:
LEASE ANNUAL
GROSS
MONTHLY
YEAR
LEASE RATE
RENTAL
2
11.83
$4,017.27
3
12.17
$4,132.73
4
12.50
$4,244.79
5
12.83
$4,356.85
6
13.17
$4,472.31
7
13.50
$4,584.38
Beginning with the first year of the first Option Term and each
succeeding year
of the Option Terms, if exercised, the Monthly Rental shall
be/increased
annually by an amount equal to the percentage of such Monthly
Rental which
percentage is the same as the percentage increase in the cost of
living during
the preceding calendar year. The cost of living will be based upon
the National
Consumer Price Index "all items" published by the Bureau of Labor
Statistics of
the United States Department of Labor ("CPI"). A calendar year
percentage
increase in the CPI will be determined by comparing the CPI at the
end of a
calendar year to the CPI at the end of the previous calendar year.
Monthly
Rental shall not be reduced in the event there should be a
reduction in the CPI.
4.3 RENT RENEGOTIATION. Notwithstanding anything to the contrary in
this
Lease, in the event authority is not granted by the necessary
regulatory
entities allowing Tenant to use the Premises as a branch bank, by
July 1, 1997,
Tenant and Landlord will renegotiate the rent taking into
consideration the
limitation of use.
5. OPERATING EXPENSES.
5.1 Payment of Operating Expenses. Landlord shall pay for all
Operating
Expenses (as that term is defined in Section 5.2 hereof) with the
exception of
the costs of any telephone system or services and personal property
taxes on
Tenant's personal property.
5.2 Definition of Operating Expenses. "Operating Expenses"
means
Landlord's operating expenses attributable to the operation,
maintenance, and
repair of the Building, as determined under generally accepted
accounting
principles consistently applied, whether
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the Operating Expenses are undertaken by Landlord pursuant to
specific
provisions of this Lease or undertaken by Landlord in the exercise
of its
reasonable discretion. Operating Expenses include, but are not
limited to, the
costs of cleaning, trash removal, utilities, heating, air
conditioning,
ventilation, plumbing casualty and liability insurance, property
taxes and
assessments. Operating Expenses shall also include amounts
necessary to a)
amortize the cost of improvements installed to reduce Operating
Expenses, but
not to exceed the savings achieved on an annual basis, b) amortize
the cost of
replacement of carpeting, draperies and wall coverings for the
common areas of
the Building following the completion of restoration of the
Building, c) and the
costs of operating, maintaining and repairing any skywalk access to
the Building
under any existing or future skywalk agreements.
6. SERVICES AND UTILITIES.
6.1.
Services by Landlord. Landlord shall furnish to the Premises
during
normal business hours of Tenant's business days (Monday through
Saturday) such
amounts of air conditioning, heating, and ventilation as may be
reasonably
necessary for the comfortable use and occupation of the Premises.
Landlord shall
at all times furnish the Premises with elevator service and of
electricity for
normal heating, air conditioning, lighting and office machines. The
Landlord
shall provide sewer service, normal trash removal services, and
snow removal
services. Landlord shall provide daily, except Holidays, custodial
service,
including emptying waste paper baskets, dry mopping and wet
mopping, vacuuming,
cleaning window sills, and cleaning carpet as reasonably needed.
The term
"Holiday" means New Year's Day, Memorial Day, Independence Day,
Labor Day,
Thanksgiving Day, Christmas Day, and such other national holidays
as may be
established after the date hereof by the United States Government.
Landlord
shall replace at Landlord's expense fluorescent tubes, ballasts,
and light bulbs
as required for those Building standard fixtures supplied by
Landlord or by
Tenant in accordance with Building standard specifications.
6.2. Maintenance and Repair by Landlord. Landlord shall maintain
the
Premises and common areas of the Building in a good condition,
shall maintain
the plumbing, heating, ventilating, air conditioning, elevator,
electrical, and
other mechanical systems of the Building in good working order,
shall make
necessary repairs to the roof and the shell of the Building, and
shall repair
promptly any damage to the Premises and the Building as provided in
Article 10.
6.3. Confidentiality of Tenant Records. Whenever any employee or
agent
of Landlord enters the Premises to perform any duty or act required
or permitted
under this Lease, Landlord shall take precautions to ensure that
all personal
property of any nature, including without limitation all records
and information
of Tenant, shall be maintained as confidential.
6.4 Interruption of Service. Prior to becoming an event of default
under
this Lease, Landlord shall have a reasonable amount of time, in any
event not to
exceed five (5) days, in which to make reasonable efforts to abate,
and be
successful in abating,
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interruptions to the telephone, plumbing, heating, ventilating,
air
conditioning, elevator, electrical or other mechanical or utility
systems or
cleaning services, by reason of accident, emergency, repairs,
alterations,
improvements, or shortages or lack of availability of materials or
services,
which are not due to Landlord's negligence or intentional act. At
any time
during the term of this Lease, any utilities or services may be
conserved by
Landlord without abatement of rent or other expenses if undertaken
by Landlord
as required by any governmental agency or in a reasonable effort to
reduce
energy or other resource consumption.
7. USE AND OCCUPANCY BY TENANT.
7.1. Use by Tenant. Tenant shall continually use and occupy the
Premises
for the purposes of the Permitted Uses as described in Section 1.21
and for no
other purposes without the prior written consent of the Landlord.
Tenant shall
operate its business on the Premises during normal business hours
to receive and
supervise visitors to the Premises. Tenant shall furnish and
decorate the
Premises in a manner consistent with its business and the other
businesses in
the Building. Tenant shall not do or permit anything to be done in
or about the
Premises which would constitute a nuisance to the other tenants or
occupants of
the Building or significantly interfere with their use of any area
of the
Building other than the Premises.
7.2. Rules and Regulations. Tenant and its employees, agents,
and
visitors shall observe faithfully the Rules and Regulations
attached hereto as
Exhibit C and made a part hereof, and such other and further
reasonable Rules
and Regulations as Landlord may from time to time adopt, provided,
however, that
in the event of any conflict between such Rules and Regulations and
this Lease,
this Lease shall control. Landlord shall not be liable to Tenant
for violation
of any Rules and Regulations or the breach of any provision in any
lease by any
other tenant or other party in. the Building, unless such breach
interferes with
Tenant's use of the Premises.
7.3. Prohibited Uses. Tenant shall not conduct or permit to be
conducted
on the Premises any business which is unlawful or is damaging to
the reputation
or public image of the building, as reasonably determined by
Landlord. Tenant
will not store, use or dispose of any hazardous materials in, on or
about the
Premises or the Building. Tenant will be solely responsible for and
will defend,
indemnify and hold Landlord, its agents and employees harmless from
and against
all claims, costs and liabilities, including attorneys' fees and
costs, arising
out of or in connection with Tenant's breach of its obligations in
this section.
Tenant will be solely responsible for and will defend, indemnify
and hold
Landlord, its agents and employees harmless from and against any
and all claims,
costs, and liabilities, including attorneys' fees and costs,
arising out of or
in connection with the removal, cleanup and restoration work and
materials
necessary to return the Premises and any other property of whatever
nature
located on the Project to their condition existing prior to the
appearance of
the Tenant's hazardous materials on the Premises. Tenant's
obligations under
this Section will survive the end of this Lease.
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Tenant will not do or permit to be done any act or thing upon the
Premises or
the Building which would (i) jeopardize or be in conflict with fire
insurance
policies covering the Building, and fixtures and property in the
Building, or
(ii) increase the rate of fire insurance applicable to the Building
to an amount
higher than it otherwise would be for general office use of the
Building, unless
Tenant pays for any increase, or (iii) subject Landlord to any
liability or
responsibility for injury to any person or persons or to property
by reason of
any business or operation being carried on or upon the
Premises.
8. MAINTENANCE. REPAIRS, AND ALTERATIONS.
8.1. Maintenance and Repair. During the term of this Lease, Tenant
shall
take good and reasonable care of the Premises and fixtures therein.
Landlord
shall maintain fixtures in the Premises in good order, condition
and repair in a
quality and class equal to the original work, ordinary and
reasonable wear
excepted. During the term of this Lease, Tenant shall be
responsible for the
expense of any problems or damages to the Premises and fixtures
therein caused
by negligence or willful misconduct of the Tenant, its employees,
agents,
guests, and visitors. Upon surrender of the Premises to Landlord,
Tenant shall
deliver the Premises to Landlord, broom clean, in as good order,
condition, and
repair as they are on the commencement of the term of this Lease,
ordinary and
reasonable wear excepted. During the term of this Lease, Landlord
shall take
good care of common areas and fixtures therein and the exterior of
the Building.
8.2. Alterations. After taking possession, Tenant shall not make
or
permit any alterations, additions, or improvements to be made to
the Premises
which would exceed $2,000 in cost without obtaining Landlord's
prior written
consent which shall not be unreasonably withheld, and then only by
contractors
or mechanics approved by Landlord which approval will not be
unreasonably
withheld. Landlord shall generally consent to alterations,
additions, or
improvements which do not affect the value of the Premises
significantly and
which do not affect the structure or operation of the Building. All
alterations,
additions and improvements to the Premises upon completion shall
not lower the
fair market value of the Premises without the Landlord's written
consent. Tenant
covenants and agrees that all work done by Tenant shall be
performed in full
compliance with all laws, rules, orders, ordinances, directions,
regulations,
and requirements of law or Landlord's insurance companies. If
alterations,
additions and improvements to the Premises requested by Tenant are
performed by
Landlord, the cost thereof shall be paid by Tenant. Tenant hereby
indemnifies
Landlord against liens, costs, damages, and expenses with respect
to any such
Tenant alteration, addition, or improvement. All alterations,
additions, and
improvements to the Premises by Landlord or Tenant shall become
part of the
realty and belong to Landlord and, at the end of the term hereof,
shall remain
on the Premises without compensation of any kind to Tenant, except
that any
trade fixtures which are installed and paid for by Tenant shall
remain the
property of Tenant and may be removed by Tenant during the term of
this Lease,
provided Tenant repairs any damage to the remaining improvements of
the Premises
caused by the removal of such fixtures. Movable furniture and
equipment of
Tenant shall remain the property of the Tenant.
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8.3 Maintenance of Glass. Landlord shall clean the interior and
exterior
of all glass facings abutting the Premises on the 13th Street, "0"
Street, and
the Common Area sides of the Premises. In the event that any glass
abutting the
Premises from 13th Street, "0" Street or the Common Areas shall be
broken or
otherwise damaged, regardless of the cause of such damage, Landlord
shall
promptly repair and/or replace such glass, and pay the cost of said
replacement
and/or repair. Landlord may maintain glass insurance with respect
to the glass
abutting the exterior Premises on 13th Street, "0" Street and the
Common Areas,
in which case Landlord shall pay the cost of any such
insurance.
9. INSURANCE AND INDEMNIFICATION.
9.1. Landlord Insurance. The insurance which shall be maintained by
the
Landlord includes the following:
9.1.1 Hazard Insurance. Insurance against loss or damage to the
Building by fire and extended coverage and from such other hazards
as may be
covered by a form of "all risk" insurance then in effect, all in an
amount
sufficient to cover 100% of the fair market value prior to any loss
or damage of
the Building, machinery, equipment and improvements, but excluding
land value.
9.1.2 Public Liability. Comprehensive general liability
insurance
(containing the so-called "occurrence clause") against claims for
bodily injury,
and property damage occurring in or about the Building and Common
Areas. Such
insurance shall afford minimum protection of ONE MILLION DOLLARS
($1,000,000)
combined single limit for bodily injury and property damages.
9.1.3 The policies maintained by Landlord as provided in 9.1.1
and 9.1.2 above may not be terminated nor may coverage be reduced
except by ten
(10) days prior written notice to Tenant.
9.2 Tenant's Insurance. The insurance which shall be maintained by
the
Tenant includes the following:
Comprehensive general liability insurance (containing the
so-called "occurrence clause") against claims for bodily injury
and property damage occurring in or about the Premises. Such
insurance shall afford minimum protection of ONE MILLION DOLLAR
($1,000,000) combined single limit without limitation.
Certificates of insurance together with copies of the endorsements,
when
applicable, naming Landlord as an additional insured will be
delivered to
Landlord prior to Tenant's occupancy of the Premises and from time
to time at
least ten (10) days prior to the expiration of the term of each
such policy
showing the renewal thereof or the securing of alternative
coverage. All such
policies maintained by Tenant will provide that they may not be
terminated nor
may coverage be reduced except after ten (10) days' prior written
notice to
Landlord.
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9.3
Indemnification.
(a) Tenant hereby waives all claims against Landlord, its agents,
and
employees for loss, theft, or damage to equipment, furniture,
records, and other
property on or about the Premises, for loss or damage to Tenant's
business or
for . death or injury to persons on or about the Premises or the
Building,
except to the extent caused by the negligence or willful misconduct
of Landlord,
its agents, or employees. Tenant shall indemnify and hold harmless
Landlord, its
agents, and employees from and against any and all claims and
liability for the
loss, theft, or damage to property on or about the Premises, except
Tenant's
indemnification shall not include an indemnification for liability
for the
negligence or willful misconduct of Landlord, its agents, or
employees. Tenant
shall indemnify and hold. Landlord, its agents, and employees
harmless from and
against any and all claims and liability arising from any breach or
default by
Tenant in the performance of any obligation of Tenant under this
Lease or
arising from the negligence or willful misconduct of Tenant, its
agents,
employees, or visitors. Landlord shall not be liable to Tenant for
any
negligence or act of any occupant of the Building or any owner or
occupant of
any property adjoining the Building other than such as arise out of
the
negligence or wrongful acts of Landlord, its agents, and
employees.
(b) Landlord hereby waives all claims against Tenant, its agents,
and
employees for loss, theft, or damage to equipment, furniture,
records, and other
property on or about the Premises, for loss or damage to Landlord's
business or
for death or injury to persons on or about the Premises or the
Building, except
to the extent caused by the negligence or willful misconduct of
Tenant, its
agents, or employees. Landlord shall indemnify and hold harmless
Tenant, its
agents, and employees from and against any and all claims and
liability for the
loss, theft, or damage to property on or about the Premises, except
Landlord's
indemnification shall not include an indemnification for liability
for the
negligence or willful misconduct of Tenant, its agents, or
employees. Landlord
shall indemnify and hold Tenant, its agents, and employees harmless
from and
against any and all claims and liability arising from any breach or
default by
Landlord in the performance of any obligation of Landlord under
this Lease or
arising from the negligence or willful misconduct of Landlord, its
agents,
employees, or visitors. Tenant shall not be liable to Landlord for
any
negligence or act of any occupant of the Building or any owner or
occupant of
any property adjoining the Building other than such as arise out of
the
negligence or wrongful acts of Tenant, its agents, and
employees.
9.4 Waiver of Subrogation. Without limiting the obligation of
Tenant to
maintain insurance which permits waiver of subrogation (unless
otherwise
approved in writing by Landlord), Landlord and Tenant hereby waive
all causes of
action and rights of recovery against each other, against all
subtenants or
assignees of Tenant, against all other tenants of the building and
their
assignees and sublessees, and against any other person or entity
holding an
interest in the Building (together, the "Affected Parties"), and
against the
agents, officers, and employees of the Affected Parties for any
loss occurring
to the property of the
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Affected Parties resulting from any of the perils insured against
under any and
all casualty insurance policies in effect at the time of any such
loss
regardless of cause or origin of such loss, including the
negligence of the
Affected Parties or the agents, officers, or employees or the
Affected Parties
to the extent of any recovery on such policies of insurance, except
to the
extent that any of such policies of insurance are invalidated, in
whole or part,
by said waiver, and so long as such policies of insurance shall
contain (and
Landlord and Tenant hereby agree to use their best efforts to cause
such
policies to contain), by endorsement or otherwise, a clause in such
form or
having substantially the same effect as the following: "It is
hereby stipulated
that this insurance shall not be invalidated in whole or in part
should the
insured or any of them waive in writing prior to a loss any or all
rights of
recove
