EXHIBIT 10.18
LEASE
Date: January 11, 1996
TENANT: Name: North Pointe Financial Services, Inc., a Michigan corporation
Mail Address: 00000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx
LANDLORD: Name: Northwestern Zodiac Limited Partnership, a Michigan limited
partnership
Mailing Address: c/o Xxxxxx X. Xxxxxxxx, Esq., 0000 Xxxx Xxxxxx
#0000, Xxxxxxxxxx XX 00000-0000
PREMISES: Suite No. 200 in the Office Building at 00000 Xxxxxxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx, in accordance with the floor
plan attached as EXHIBIT A, containing 16,130 square feet of
Rentable Floor Area, which includes 51.13% of the Rentable Floor
Area of the Building.
TERM: Begins: October 1, 1995 Ends: April 30, 2001
BASIC
MONTHLY
RENT: $24,195.00 First month paid: October 1, 1995
SECURITY
DEPOSIT: -0- Paid: N/A
ADDITIONAL
USE: None
(IF ANY)
TAX BASE EXPENSE
RATE: $ 1.24 per square foot BASE RATE: 4.37 per square foot (See
Article 8)
1. LEASE
Northwestern Zodiac Limited Partnership, (Landlord), in consideration of
the rents to be paid and the undertakings to be performed by the above
named Tenant, leases to Tenant the above described Premises for the above
stated Term, together with the non-exclusive right to use the parking
areas and other common areas which may be designated by Landlord from time
to time for use in connection with the Premises, in common with others
entitled to use the same, Tenant, upon paying the rent and performing its
obligations under this Lease, may peacefully and quietly enjoy the
Premises during the Term, subject to the provisions of this Lease.
2. RENT
Tenant hires the premises for the stated Term and agrees to pay the stated
Basic Monthly Rent in advance on the first day of each month during the
Term, and Additional Rent as hereinafter provided, without demand, set off
or deduction, and to perform the undertakings herein set forth. Rent shall
be paid at such place as Landlord may designate from time to time.
3. USE
Tenant may use and occupy the Premises for office purposes and for the
Additional Use stated above, if any, and for no other purpose without the
prior written consent of Landlord. Tenant, its employees and invitees,
shall comply with all laws, ordinances and regulations of all public
authorities relating to the Premises and the use and occupancy thereof.
Tenant, its employees and invitees, shall comply with the Regulations set
forth in EXHIBIT B attached, as the same may be reasonably modified by
landlord from time to time, and with such other and further reasonable
regulations as Landlord may make from time to time.
4. CONDITION OF PREMISES
Tenant accepts the Premises in their current condition.
5. POSSESSION
Tenant is, at the time of execution of this Lease, in possession of the
Premises pursuant to the terms of an existing Lease Agreement with the
Landlord.
6. UTILITIES AND SERVICES
Landlord shall furnish to the Premises, without charge to Tenant except as
hereinafter provided: (a) janitor service daily except on Saturdays,
Sundays and holidays; (b) hot and cold water for ordinary office purposes
in public toilet rooms if not within the Premises; and (c) heat and air
conditioning to maintain a comfortable temperature and electricity for
purposes of illumination and operation of normal office equipment
(excluding computers and other equipment requiring large amounts of
electricity) between the hours of 8:00 AM and 6:00 PM Monday through
Friday and from 8:00 AM to 1:00 PM on Saturday. If Tenant requires heat,
air conditioning or electricity during other hours, or electricity or air
conditioning for the operation of computers or other equipment requiring
large quantities of electricity or air conditioning, Tenant shall give
Landlord reasonable advance notice and shall pay the reasonable charges of
Landlord for the same. All work and materials required to provide any such
additional electric power or heating, ventilating or air conditioning
facilities shall also be paid by Tenant. If Tenant generates greater
quantities of refuse than normal for general office occupancy, Tenant
shall pay the reasonable charges of Landlord for removal of such excess.
Landlord shall have no liability to Tenant, its employees or invitees and
there shall be no abatement of rent by reason of any failure to furnish
any utility or service, if not due to the negligence of Landlord.
7. MAINTENANCE AND ALTERATIONS
Tenant shall keep the Premises in good repair and at the expiration of the
terms shall yield and deliver up the same in like condition as when taken,
reasonable use and wear thereof excepted. Tenant shall not make any
alterations to the Premises (including fastening any floor covering)
without Landlord's prior written consent and then only by such contractors
as approved by Landlord, whose consent and approval shall not be
unreasonably withheld. All alterations and additions made by either
Landlord or Tenant, including any floor covering fastened to the floor by
nails or adhesive, shall be the property of Landlord and shall remain upon
the Premises at the termination of this Lease, except that Tenant may
remove all movable office furniture and equipment installed by Tenant, and
Tenant shall remove such other alterations and additions installed by
Tenant as Landlord may direct. Tenant shall, at Tenant's expense, repair
any damage to the Premises caused by the installation or removal of such
furniture, fixtures, alterations or additions so removed and shall restore
the Premises. If Tenant fails to remove all of Tenant's property and the
property of others in the possession of
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Tenant from the Premises at the termination of this Lease, Landlord may
remove and dispose of such property in any manner without liability
therefor, and Tenant shall pay all charges for such removal and disposal
upon demand by Landlord. Tenant shall indemnify and hold harmless Landlord
for any claim by other persons with respect to such property.
8. ADDITIONAL RENT
Tenant shall pay Additional Rent, as follows:
A. If the Real Estate Taxes with respect to the land and building of which
the leased Premises are a part (including all adjoining parking and other
areas apportioned to the building by Landlord) for any calendar year of
the term shall exceed the Tax Base Amount. Tenant shall pay to Landlord
Tenant's Portion of such excess. For the purposes hereof:
(1) "Real Estate Taxes" shall be all (a) ad valorem real property taxes
and assessments (including installments of special assessments required to
be paid during the calendar year); and (b) all other taxes and other
charges imposed by the State of Michigan or any subdivision thereof which:
(i) are enacted after the date of this Lease or, if previously enacted,
are increased in any manner after the date of this Lease (but only to the
extent of such increase); (ii) are in replacement of or in addition to all
or any part of ad valorem taxes as sources of revenue, and (iii) are based
on whole or in part upon the land and building of which the Premises are a
part or any interest therein or the ownership or operation thereof on the
rents, profits or other income therefrom, including, without limitation,
income, single business, franchise, excise, license, privilege, sales,
use, and occupancy taxes.
(2) The "Tax Base Amount" shall be the amount obtained by multiplying the
stated Tax Base Rate by the number of square fee of Rentable Floor Area in
the building of which the Premises are a part.
(3) "Tenant Portion" shall be the percentage (as stated at the heading of
this Lease) that the Rentable Floor Area of the leased Premises bears to
the Rentable Floor Area of the building of which the leased Premises are a
part. If the term of this Lease begins or ends other than at the beginning
or ending of a calendar year. Tenant's Portion for the initial or final
part of a calendar year, as the case may be, shall be adjusted in
proportion to the number of days of the term which are included in such
calendar year.
(4) "Rentable Floor Area" shall be the gross floor area of the building,
or of the leased Premises, as the case may be, excluding all areas
designated by Landlord on the standard building floor plan for public
access of the building operations, such as:
(a) Building lobbies and entries
(b) Stairways, duct shafts and elevator shafts
(c) The standard building corridor areas
(d) Toilet rooms
(e) Utilities and maintenance rooms whether or not any such areas
are actually included within any leased premises, including
the Premises under this Lease.
B. If Operating Expense with respect to the building of which the leased
Premises are a part (including all adjoining parking and other areas
apportioned to the building by Landlord) for any calendar year of the term
shall exceed the Expense Base Amount. Tenant shall pay to Landlord
Tenant's Portion (as defined in paragraph 8A3) of such excess. For the
purpose hereof:
(1) "Operating Expense" shall be all amounts paid by Landlord or which
Landlord shall be obligated to pay in connection with the ownership,
management and operation of such building areas, except (a) Real Estate
Taxes as defined in Paragraph 8 A1, (b) cost of capital improvements, (c)
building
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depreciation, (d) mortgage interest and principal payment; and (e) real
estate brokers' commissions paid with respect to leasing of premises. If
the building of which the leased Premises are a part is not fully occupied
for any calendar year, those Operating Expenses which vary depending upon
the extent of building occupancy shall be allocated to the occupied
portions and Tenant's Portion shall be adjusted accordingly. If an average
of 95% or more of the Rentable Floor Area (as defined in Paragraph 8 A (4)
of the building of which the leased Premises are a part is occupied during
any calendar year, those Operating Expenses which are fixed and do not
vary depending upon the extent of building occupancy shall be allocated to
the occupied portions and Tenant's Portion shall be adjusted accordingly.
(2) The "Expense Base Amount" shall be the amount obtained by multiplying
the stated Expenses Base Rate by the number of square feet of Rentable
Floor Area in the building of which the Premises are a part.
C. On the first day of each month, Tenant shall pay to Landlord an amount
equal to one-twelfth (1/12th) of the estimated Additional Rent for the
then current year, based on the then current rates of operating expenses
and taxes. On request, Landlord shall deliver to Tenant a statement
setting forth a computation of such estimated Additional Rent.
D. With reasonable promptness after the end of each calendar year, or
after any termination or expiration of this Lease, Landlord shall deliver
to Tenant a statement for the Additional Rent payable by Tenant with
respect to such calendar year, together with a statement of the
computation thereof. If Additional Rent is due Landlord for such calendar
year, Tenant shall, within 10 days following delivery of such statement,
pay to Landlord the amount of such Additional Rent for such calendar year,
less the portion thereof, if any, already paid on the estimated basis. If
the amount theretofore paid hereunder for any calendar year shall exceed
the amount determined in Landlord's annual statement, the excess shall be
credited on the installments of Additional Rent next maturing. If Landlord
shall receive a refund on account of any amount for which Tenant has been
charged, Tenant shall be credited for the net received by Landlord after
deduction of all expenses in connection therewith.
9. ASSIGNMENT AND SUBLETTING
Tenant may not assign this Lease or any interest therein or sublet the
Premises or any part hereof, without the prior written consent of
Landlord, whose consent shall not be unreasonably withheld. In the event
Landlord shall so consent. Tenant shall remain liable for all of its
obligations under this Lease.
10. MORTGAGE
This Lease, at the option of the Landlord, shall be subordinate or
superior to any present or future mortgage of the building of which the
Premises are a part. The holder of any first mortgage may also elect to
have this Lease prior or subordinate to its mortgage. If in connection
with obtaining financing for the Office Building the proposed lender shall
request reasonable modifications of this Lease as a condition of such
financing. Tenant shall not unreasonably withhold or delay its agreement
to such modifications, provided that such modifications do not materially
increase the obligations, or materially and adversely affect the rights of
Tenant under this Lease. Tenant shall attorn to any purchaser of the
Premises at foreclosure sale as Landlord under this Lease subject to all
of the terms and conditions of this Lease. Tenant shall, from time to
tome, within 10 days after request by Landlord, execute and deliver to
Landlord a non-disturbance and attornment agreement which confirms the
foregoing in such form as Landlord may reasonable request.
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11. ACCESS
Landlord shall have the right to enter upon the Premises at any reasonable
time for the making of inspections, repairs, or alterations as Landlord
may deem necessary, to exhibit the Premises to others, and for any purpose
related to the safety, protection, operation, or improvement of the
building.
12. FIRE
If the Premises are damaged or destroyed by fire or other casualty insured
under standard fire and extended coverage insurance, Landlord shall repair
and restore the same with reasonable dispatch. The obligation of Landlord
to restore is limited to the work required to be performed by Landlord
under EXHIBIT C. Rent shall xxxxx pro rata in proportion to the extent of
untenantability until the Premises shall be restored to a tenantable
condition. Notwithstanding any other provision herein, if damage to the
building of which the leased Premises are a part is so extensive that the
same cannot reasonably be repaired within 180 days, or if Landlord elects
not to restore the building to its form prior to the damage, Landlord may
terminate this Lease by notice it writing to Tenant. If the leased
Premises are not restored to a tenantable condition within 180 days, other
than by reason of causes beyond the reasonable control of Landlord, Tenant
may terminate this Lease by notice in writing to Landlord within 15 days
after the expiration of the 180 day period. Neither Landlord or Tenant nor
their respective employees shall have any liability to the other by reason
of any loss or damage, however caused and without regard to negligence or
fault to the extent that the same is reimbursed by insurance held by the
injured party under a policy or policies which permit this waiver.
13. EMINENT DOMAIN
If all of the Premises or the use and occupancy thereof are taken under
the power of eminent domain, this Lease shall terminate at the time of
such taking. If any portion of the building of which the Premises are a
part or the use and occupancy thereof shall be taken under the power of
eminent domain, Landlord may, at Landlord's option, at any time after the
entry of the verdict or order for such taking, terminate this Lease by not
less than 30 days' notice in writing to Tenant. If 20% or more of the
Premises shall be taken and the remainder is unsuitable for Tenant's
purposes, Tenant may terminate this Lease by notice in writing to Landlord
within 30 days after the taking and, in such event, Tenant shall vacate
within 30 days after such termination, if Tenant does not terminate, rent
shall be reduced in proportion to the area of the Premises taken. All
damages and compensation awarded for any taking under the power of eminent
domain shall belong to and be the property of Landlord whether such damage
or compensation be awarded for the leasehold of the fee or other interest
of Landlord or Tenant in the Premises.
14. INDEMNITY AND LIABILITY INSURANCE
Tenant shall indemnify Landlord from all liability for damages to person
or property in, on or from the Premises from any cause whatsoever other
than the negligent or wrongful act of Landlord, and from all liability by
reason of any negligent or wrongful act of Tenant. Tenant shall procure
and keep in effect during the term comprehensive public liability and
property damage insurance naming Landlord and Tenant as insureds, with
limits of not less than $1,000.000 for damages resulting to one person,
$1,000,000 for damages resulting from any one occurrence, and $200,000 for
damage to property resulting from one occurrence. Tenant shall deliver
policies of such insurance or certificates thereof to Landlord, which
shall provide that the same may not be cancelled without not less than 30
days prior written notice to Landlord.
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15. DAMAGE
Landlord shall have no liability for any loss or damage that may be
occasioned by or through the acts or omissions of others, including
persons occupying other premises in the building. Landlord shall have no
liability for any loss or damage from water leakage from any source, or
from leakage, overflow, stoppage or backing up or other condition of
any facilities or utilities, or from fire, explosion or any other
casualty, or for any loss or damage from any other cause whatsoever,
including theft.
16. HOLDING OVER
In the event Tenant holds over after the expiration of the term of this
Lease, the tenancy shall thereafter be from month-to-month, on the same
terms and conditions as are herein set forth, in the absence of a written
agreement to the contrary, except that the Basic Monthly Rent shall be
125% of the amount stated at the heading of this Lease.
17. DELINQUENCY
If Tenant shall default in any payment or expenditure other than rent
required to be paid or expended by Tenant under the terms hereof, Landlord
may at Landlord's option make such payment or expenditure, in which event
the amount thereof shall be payable as additional rental to Landlord by
Tenant on the next ensuing rent date together with interest at 10% per
annum from the date of such payment or expenditure by Landlord, and on
default in such payment Landlord shall have the same remedies as on
default in payment of rent. (See Section 20.)
18. BANKRUPTCY
If the tenancy shall be taken in execution or by other processes of law,
or if Tenant shall file a petition in bankruptcy or insolvency, or if
Tenant shall file a petition or any pleading seeking reorganization or any
relief as a debtor under any present or future bankruptcy or similar law,
or if Tenant shall be declared bankrupt or insolvent, or if a receiver
shall be appointed for Tenant's property, or if an assignment shall be
made of Tenant's property for the benefit of creditors. Tenant shall be in
default under this Lease, and, to the extent permitted by applicable law,
Landlord shall be entitled to exercise any or all remedies set forth in
Paragraph 19 of this Lease. This Lease shall be deemed to have been
rejected and terminated unless the trustee or Tenant assumes this Lease
within 60 days after the filing of a proceeding under Chapter 7 of the
Federal Bankruptcy Code or within 120 days after the filing of a petition
under Chapters 11 or 13 of the Code. Tenant acknowledges that, in entering
into this Lease, Landlord relied upon a determination that Tenant would be
able to perform as obligations under this Lease and that the character of
Tenant's occupancy and use of the Premises would be compatible with the
character of the building and the other tenants thereof. Therefore, no
election by a trustee or Tenant to assume this Lease shall be effective
unless the trustee or Tenant cures. or gives adequate assurance of a
prompt cure of, any existing default, compensates or gives adequate
assurance of compensation for any pecuniary loss incurred by Landlord
arising out of any default of Tenant, and gives adequate assurance of
future performance under this Lease, including but not limited to a
reasonable security deposit as determined by Landlord. This Lease may only
be assigned by the trustee or Tenant if Landlord acknowledges in writing
that the intended assignee's use of the Premises will be compatible with
the character of the building and the other tenants thereof, and that the
assignee has provided adequate assurance of future performance of all of
the terms and conditions of this Lease, including but not limited to the
submission of satisfactory current, audited financial statements.
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19. DEFAULT
If Tenant shall default in the payment of rent or other amounts, or in the
performance of any other obligation of Tenant hereunder and such default
shall continue for 10 days after written notice to Tenant, or if the
Premises be vacated, or if any of the events recited in Paragraph 18 shall
occur, Landlord may, in addition to all other remedies permitted by law;
(a) terminate this Lease by notice to Tenant and recover Landlord's
damages from Tenant; (b) with or without terminating this Lease, reenter
and repossess the Premises and Tenant and each and every occupancy remove
and put out, preserving its right of damages. In addition to all other
damages provided by law, Tenant shall pay Landlord the expense incurred in
obtaining possession of the Premises and all expenses incurred in and
about reletting the same and, if Landlord relets the Premises, each month
the excess of the amounts payable by Tenant hereunder over the amounts
actually received by Landlord on account of such month from such
reletting.
20. DELINQUENCY CHARGES
If Tenant fails to make any rent payment due to Landlord under this Lease
within ten (10) days after the due date thereof. Tenant shall pay to
Landlord a delinquency charge in the amount of Two Hundred Dollars
($200.00) to reimburse landlord for its administrative expenses resulting
from the late payment. Any delinquency charge shall be payable on the
eleventh (11th) day following the due date for the payment to which any
charge is applicable. The payment of any delinquency charge shall not
excuse or cure any default by Tenant under this Lease.
21. SECURITY DEPOSIT
Landlord shall hold the amount recited above as a security deposit, if
any, as security for the performance of all of the obligations of Tenant
under this Lease. Landlord shall not be obligated to apply the security
deposit upon any rent or other damages and Landlord's right to terminate
this Lease and to possession of the Premises in the event of default shall
not be affected by fact the that Landlord holds such security. Landlord
may at any time apply the security upon damages theretofore suffered and
may retain the security to apply upon such damages as may accrue
thereafter. If the security deposit is not applied to the payment of rent
or damages, the same shall be returned to Tenant upon expiration of the
Lease and when Tenant shall have vacated the Premises and delivered
possession to Landlord in the condition required hereby. Landlord shall
not be obligated to keep the security deposit as a separate fund, but may
mingle the same with Landlord's funds, and no interest shall accrue
thereon. Tenant agrees not to look to the holder of a first mortgage of
the building of which the Premises are a part, as mortgagee, mortgagee in
possession, or successor in title to the property, for accountability for
any security deposit required by the Landlord hereinunder unless said sums
have actually been received by said mortgagee as security for the Tenant's
performance of this Lease.
22. NOTICES
All notices provided herein shall be in writing. Any notice to Tenant may
be served at the Premises by hand delivery or by mailing by first-class
mail, postage prepaid, addressed to the Premises, unless a different
mailing address shall have been designated by written notice received by
Landlord. Any notice to Landlord shall be served by depositing the same in
the mail, certified mail, return receipt requested, with postage prepaid,
addressed to the address at which rent is paid hereunder.
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23. NAME
Landlord reserves the right to change the name or street address of the
building or the suite number of the Premises.
24. MISCELLANEOUS
This Lease shall enure to the benefit of the successors and assigns of
Landlord and shall be binding upon the permitted successors and assigns of
Tenant. In the event Landlord shall convey the building to any other
person, Landlord may assign this Lease to the grantee and pay the Security
Deposit to the grantee and thereupon Landlord shall be relieved from all
obligations under this Lease. The rights and remedies provided therein
shall be cumulative and shall not be exclusive of any other rights or
remedies or any rights or remedies provided by law.
25. HAZARDOUS MATERIAL
(a) The Tenant shall not cause or permit any "Hazardous Material" to be
brought upon, kept or used in or above the leased premises by the Tenant,
its agents, employees, contractors or invitees, except for such limited
amounts of "Hazardous Material" that is reasonably necessary for the
operation of a general business office. "Hazardous Material" means (i) any
"hazardous waste" as defined by the Resource Conservation and Recovery Act
of 1976, as amended from time to time and regulations promulgated
thereunder, (ii) any "hazardous substance" as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
from time to time and regulations promulgated thereunder or the Superfund
Amendments and Reauthorization Act of 1986; (ii) any oil or petroleum
products, and their by-products; and (iv) any substance that is or becomes
regulated by any federal, state or local governmental authority.
(b) Any Hazardous Material permitted on the Premises as provided in the
immediately preceding subparagraph (a), and all containers therefor shall
be used, kept, stored and disposed of in a manner that complies with all
federal, state and local laws or regulations applicable to such Hazardous
Material.
(c) The Tenant hereby agrees that it shall be fully liable for all costs
and expenses related to the use, storage and disposal of Hazardous
Material kept on the Premises by the Tenant, and the Tenant shall give
immediate notice to the Landlord of any violation or potential violation
of the provisions of this paragraph. The Tenant shall defend, indemnify
and hold harmless the Landlord and its agents from and against any claims,
demands, penalties, fines, liabilities, settlements, damages, costs, or
expenses (including without limitation, attorneys' and consultants' fees,
court costs and litigation expenses) of whatever kind or nature known or
unknown. contingent or otherwise, arising out of or in any way related to
(i) the presence, disposal, release, or threatened release of any such
Hazardous Material that is on, from or affecting the soil, water,
vegetation, buildings, personal property, persons animals or otherwise;
(ii) any personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to that Hazardous Material;
(iii) any lawsuit brought or threatened, settlement reached, or government
order relating to that Hazardous Material or (iv) any violation of any
laws applicable thereto. The provisions of this paragraph shall be in
addition to any other obligations and liabilities the Tenant may have to
the Landlord at law or in equity and shall survive the transaction
contemplated herein and shall survive the termination of this Lease.
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26. DEFINITION OF LANDLORD; LANDLORD'S LIABILITY
The term "Landlord" as used in this Lease so far as covenants, agreements,
stipulations or obligations on the part of the Landlord are concerned is
limited to mean and include only the owner or owners of fee title (or of a
ground leasehold interest) to the Premises at the time in question, and in
the event of any transfer or transfers of the title to such fee the
Landlord herein named (and in case of any subsequent transfers or
conveyances the then grantor) will automatically be freed and relieved
from and after the date of such transfer or conveyance of all personal
liability for the performance of any covenants or obligations on the part
of the Landlord contained in this Lease thereafter to be performed.
If Landlord fails to perform any provision of this Lease upon Landlord's
part to be performed, and if as a consequence of such default Tenant
recovers a money judgment against Landlord, such judgment must be
satisfied only out of the proceeds of sale received upon execution of such
judgment and levied thereon against the right, title and interest of
Landlord in the Premises and out of rents or other income from such
property receivable by Landlord and neither Landlord nor any of its
co-partners shall be liable for any deficiency. The Landlord shall not be
personally liable for any deficiency beyond its interests in the Premises.
27. RIDERS
Additional provisions of this Lease may be set forth in the Riders
attached, if any, and signed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed these presents as of the day
and year first above written.
LANDLORD: TENANT:
Northwestern Zodiac Limited Partnership North Pointe Financial Services, Inc.,
a Michigan corporation
BY: /s/ S. Xxxxx Xxxxxxxx BY: /s/ B. Xxxxxxx Xxxxxxx
----------------------------------- ----------------------------------
S. Xxxxx Xxxxxxxx ITS: EVP/COO
ITS: Sole General Partner
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EXHIBIT B
REGULATIONS
Tenant shall comply with, and shall not permit any violation of the following
Regulations as the same may be reasonably amended by Landlord from time to time:
1. The common or public areas of the building and grounds shall not be
obstructed or used for any Purpose other than ingress and egress to and from the
Premises. Parking areas shall be used only for transient parking by tenants,
their employees and invitees, and shall not be for stored vehicles or for
parking large commercial or recreational vehicles.
2. Nothing shall be attached to the interior or exterior of the building outside
the Premises without the prior written consent of Landlord. Standard building
drapes shall be used in such windows as shall be designated by Landlord. No
other drapes, curtains, blinds, shades, or screens or other object shall be
attached to or hung in, or used in connection with, any window or door of the
Premises without the prior written consent of Landlord.
3. No sign or other representation shall be placed outside any part of the
Premises, or inside the Premises if the same will be visible from outside the
Premises, without the prior written consent of Landlord. Landlord will provide
one standard tenant identification at Tenant's entrance and one in the building
directories.
4. Landlord has the right to control access to the building and refuse
admittance to the building during such hours as Landlord may determine and on
Saturdays, Sundays and holidays, to any person or persons without satisfactory
identification or a pass issued by a tenant.
5. All deliveries and removals of furniture, equipment or other bulky items must
take place after notice to Landlord during such hours and in such manner as
Landlord may determine from time to time. Tenant shall be responsible for all
damage or injury resulting from the delivery or removal of all articles into or
out of the Premises.
6. No load shall be placed on the floor of the Premises in excess of the limits
which may be established by Landlord or in any place not approved by Landlord.
Tenant's equipment shall be placed and operated only in such locations as shall
be approved by Landlord.
7. No article deemed hazardous on account of fire or having other dangerous
properties or any explosive shall be brought into the building or Premises. No
bicycles, vehicles, or animals of any kind shall be brought into or kept in or
about the building or the Premises.
8. No marking, painting, drilling, boring, cutting or defacing of the Premises
or the building will be permitted without the prior consent of Landlord and as
it may direct. Nothing shall be attached to the floor by adhesive without the
written permission of Landlord. Clear plastic protective floor mats shall be
maintained over all carpeted areas under desk, chairs and casters.
9. No electric or other wires shall be brought into the Premises and the
electrical system and light fixtures in the building and the Premises shall not
be disturbed without Landlord's permission specifying the manner in which same
may be done. Only such electrical fixtures and equipment may be used as shall be
approved by Landlord.
EXHIBIT B
(Continued)
10. The toilets and other plumbing fixtures shall not be used for any purpose
other than those for which they are designed, and no sweepings, rubbish or other
similar substance shall be deposited therein.
11. No noise, vibration or odor shall be produced upon or from the Premise which
is observable outside the Premises. No cooking shall be done or permitted on the
Premises. Nothing shall be thrown out of the doors or windows or down the
passageways.
12. The Premises shall not be used or permitted to be used for lodging of
sleeping or for the possession, sale or furnishing or liquor or narcotics. No
tenant shall engage or pay any employees on the Premises except those actually
working for such tenant on such Premises, nor advertise for laborers giving an
address at the Premises.
13. Canvassing, soliciting, and peddling in the building is prohibited, and each
tenant shall cooperate to prevent the same.
14. Landlord is not responsible for mail chutes or for any damage or delay which
may arise from the use thereof. Landlord will not be responsible for lost or
stolen property.
15. Upon closing the Premises at any time all doors shall be locked and all
windows shall be closed. No additional locks or bolts of any kind shall be
placed upon any of the doors or windows not shall any changes be made in
existing locks or the mechanism thereof. Upon the termination of occupancy, all
keys of offices and restrooms shall be returned to Landlord and, in the event of
the loss of any keys furnished by Landlord, the tenant shall pay to Landlord the
cost thereof. Landlord may retain a pass key to the Premises and shall be
allowed admittance thereto at all reasonable times.
16. The requirements of Tenant will be attended to only upon application at the
office of the building. Landlord's employees shall not perform any work outside
of their regular duties, unless under special instruction from Landlord.
17. No smoking is permitted in any common area of the building or in any
stairwells.
LANDLORD: TENANT:
Northwestern Zodiac Limited Partnership North Pointe Financial Services, Inc.,
a Michigan corporation
BY: /s/ S. Xxxxx Xxxxxxxx BY: /s/ B. Xxxxxxx Xxxxxxx
---------------------------------- ----------------------------------
S. Xxxxx Xxxxxxxx ITS: EVP/COO
ITS: Sole General Partner
2
EXHIBIT C
LEASEHOLD IMPROVEMENTS
Intentionally deleted
EXHIBIT "C" SUPPLEMENT
TENANT'S STANDARD BASIC LEASEHOLD IMPROVEMENT ALLOWANCES
Intentionally deleted
EXHIBIT D
JANITORIAL SERVICE
DAILY SERVICES: (Five time per week)
1. Empty waste baskets.
2. Empty and clean ash trays, including ones in public areas.
3. Dust desk tops which are clear of working papers.
4. Sweep or vacuum entire floors area - public and private.
5. Toilet Rooms
(a) Empty all waste receptacles.
(b) Sweep and wet mop floors.
(c) Clean and disinfect all fixtures and clean mirrors and shelves.
(d) Refill towel and soap dispensers and toilet paper.
6. Clean and disinfect drinking fountains and water coolers.
7. Damp mop public vending areas. Damp wipe vending machines.
WEEKLY SERVICES:
1. Damp mop floors, stairways. lobbies and corridors.
2. Machine buff reception area lunchroom and aisles.
3. Dust tops of file cabinets, ledges and baseboards, and heat conductors.
4. Wash and disinfect all ceramic tile: toilet partitioning, fixtures and
waste receptacles in toilet rooms. Refill deodorant containers.
5. Remove smudges and scuff marks from all painted surfaces and glass office
partitions wherever possible - public and private areas. Spot clean hall
carpeting.
6. Police parking areas for rubbish and trash.
MONTHLY SERVICES:
1. Strip, wax and polish floors in reception area, lunchroom and aisles.
2. Dust all drapes.
3. Wash entrance door glass and all glass office partitions.
4. Wash outside and inside building entry mats.
EXHIBIT D
(Continued)
QUARTERLY SERVICES:
1. Strip and rewax entire floor area with wax or floor treatment.
2. Wash first floor windows. (Upper floor windows shall be washed at 4 months
intervals).
3. Wash air diffusers and vents.
SEASONAL SERVICES:
1. Snow removal from concrete walks as necessary.
2. Snow plowing of the parking lots at each snowfall in excess of 1".
3. Lawn cutting service of green areas as required.
2
RIDER TO LEASE
00000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx. Xxxxxxxx
LANDLORD: Northwestern Zodiac Limited Partnership, a Michigan limited
partnership
TENANT: North Pointe Financial Services, Inc.. a Michigan corporation
1. CONDITION OF PREMISES:
Landlord and Tenant agree that Tenant shall take the space on an "as is"
basis, except Landlord shall contribute $25,000.00 toward any improvements
made by Tenant to the existing premises. Tenant shall provide invoices to
Landlord for all work completed in the space and Landlord shall pay said
invoices within thirty (30) days.
2. SIGNAGE:
Landlord agrees to allow Tenant the right to continue to keep their name
on the building.
3. EXPANSION RIGHTS:
Landlord agrees to give Tenant the First Right of Refusal on any space
that comes available on the first floor. The terms shall be the same as
the initial lease, including the rental rate, except for incremental
increases of real estate taxes and operating expenses as outlined in
paragraph 8 of the Lease. Tenant shall have ten days after receiving
written notice from Landlord of their intent to lease such additional
space.
4. NON-DISTURBANCE:
Landlord shall provide to Tenant a Non-Disturbance Agreement from the
Lender in a form acceptable to both Tenant and Lender.
5. OPTION TO RENEW:
Tenant shall have one (1) five-year option to renew under the same terms
and conditions as the original lease except that the rental rate shall be
the same as the rental rate charged for comparable space in the building
at that time. Tenant small give Landlord nine (9) months prior written
notice of its intent to exercise said option.
RIDER TO LEASE - CONTINUED
WITNESSES: LANDLORD:
Northwestern Zodiac Limited Partnership, a
Michigan limited partnership
/s/ Xxxxxx X. Xxxxxx [sic] By: /s/ S. Xxxxx Xxxxxxxx
-------------------------------- --------------------------------------
S. Xxxxx Xxxxxxxx
Its: Sole General Partner
TENANT:
Northwestern Financial Services, Inc., a
Michigan corporation
/s/ Xxxxxxx X. June By: /s/ B. Xxxxxxx Xxxxxxx
-------------------------------- --------------------------------------
/s/ Xxxx X. Xxxxx [sic] Name: B. Xxxxxxx Xxxxxxx
-------------------------------- Its: EVP/COO
2
AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE made and enacted this ___ day of January 2001 by
and between Northwestern Zodiac Limited Partnership, a Michigan Limited
Partnership, hereinafter referred to as Landlord" and North Pointe Financial
Services, Inc., a Michigan Corporation, hereinafter referred to as "Tenant."
WITNESSETH:
WHEREAS, Landlord leased certain premises at 00000 Xxxxxxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 to Tenant pursuant to that certain Lease dated the
11th day of January 1996, hereinafter referred to as the "Lease."
WHEREAS, Landlord wishes to amend the Lease and Tenant wishes to do the
same, therefore, Landlord and Tenant agree to amend this Lease as follows:
1. Tenant's leasehold interest will be extended so as to run from May 1, 2001
until April 30, 2006. (Hereinafter referred to as the "Lease Term")
2. Tenant's space in the premises will consist of 28,920 rentable square feet as
shown in attached Exhibit "A."
3. Basic monthly rent will be Fifty Six Thousand Thirty Two Dollars and 50/100
($56,032.50) which represents a fully serviced gross lease, including electric.
This payment will remain the same for the Lease Term subject to the terms of
Paragraph 8 of the Lease.
4. Tenant will be responsible for any repairs to, or replacement of the roof
during the Lease Term.
5. The terms of this Amendment are a condition subsequent to Tenant's successful
negotiations with Xxxxxxxx X. Xxxx ("Xxxx") and Xxxxxxx X. Xxxxx ("Xxxxx"),
regarding Tenant's acquisition of Korn's & Xxxxx'x partnership interest in
Northwestern Zodiac Limited Partnership, as well as Tenant securing the buyout
of Xxxxx & Associates' leasehold interest in the premises. As such, this
Amendment is contingent upon those events.
6. All other terms of the aforementioned Lease shall remain the same.
NOW THEREFORE, in consideration of these present and the agreement of each
other, Landlord and Tenant agree that the said Lease shall be and the same is
hereby amended.
IN WITNESS WHEREOF, Landlord and Tenant have executed this agreement in
the presence of the undersigned competent witnesses on the date first above
written.
WITNESS TO LANDLORD: NORTHWESTERN ZODIAC LIMITED
PARTNERSHIP
/s/ Xxxxxxx X. Xxxx By: /s/ S. Xxxxx Xxxxxxxx
-------------------------------- --------------------------------------
Xxxxxxx X. Xxxx Its: General Partner
WITNESS TO TENANT: NORTH POINTE FINANCIAL SERVICES, INC.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx
-------------------------------- --------------------------------------
Xxxxxx Xxxxxx Its: CFO
ASSIGNMENT
The undersigned, S. Xxxxx Xxxxxxxx, sole general partner, pursuant to and
authorized by Section 6.02 C (a) of the Northwestern Zodiac Limited Partnership,
a Michigan Limited Partnership does hereby assign, transfer, warrant and convey
to the S. Xxxxx Xxxxxxxx Revocable Trust being a 30% general partnership
interest and a 30% limited partnership interest. This assignment includes byway
of illustration but not limitation, all rights to the profits, distributions and
proceeds of the partnership, whether in cash or in kind and all claims against
the partnership.
Upon execution of this agreement the S. Xxxxx Xxxxxxxx Revocable Trust
shall be and becomes the owner of the sole 30% general partnership interest
including an additional 30% limited ownership partnership interest.
Duly executed and signed this 7th day of March, 2002.
/s/ S. Xxxxx Xxxxxxxx
--------------------------------------
S. Xxxxx Xxxxxxxx
General and Limited Partner
The undersigned S. Xxxxx Xxxxxxxx, Trustee of the S. Xxxxx Xxxxxxxx Revocable
Trust does hereby accepts all of the provisions and terms of the partnership
agreement as a general and limited partner
/s/ S. Xxxxx Xxxxxxxx
--------------------------------------
S. Xxxxx Xxxxxxxx, Trustee
