Exhibit 10.7d
XXXX X. XXXXXXX BUILDING
LEASE AGREEMENT
THE STATE OF MISSOURI )
)
COUNTY OF XXXXXX )
This Lease Agreement (Hereinafter called the "Agreement"), entered into as
of this 16th day of December, 1998, 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": Xxxx X. Xxxxxxx Hotels, Inc.
C) "Leased Premises": approximately 6,000 square feet of rentable area in
XXXX X. XXXXXXX BUILDING, (hereinafter called the "Building") located at 300
Xxxx X. Xxxxxxx Xxxxxxx, Xxxxx #000, Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxx, 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 10.37% 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 three (3) years beginning on the 1st day of
January, 1999, and terminating on December 31, 2001, 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 $247,500.00 payable to Lessor at 000
Xx. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxx 00000, or such other place
as may be designated to Lessee by Lessor in writing, shall be due and payable
in equal monthly installments of $6,875.00 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": [Strike through text] Initial by [Illegible]
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.
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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 1998 actual
costs per square foot of rentable area for repairing, maintaining and operating
the 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
an accrual 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.
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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 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 1998 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 1998 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 1/12th 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 xxxx 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 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,
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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 other tenant of the Building.
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, Lessee will, prior to vacating the Leased Premises,
remove any and all alterations, additions, 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.
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 either (1)
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ratify and adopt this Agreement, in which case Lessee shall attorn to such
holder and/or to such holder's successor, or (2) terminate this Agreement
effective six (6) months following such notice. Such subordination shall be
self-operative and no further instrument of subordination need be required by
any security holder. In confirmation of such subordination, Lessee agrees to
execute promptly any instrument deemed necessary by Lessor to further effect
the subordination of this Agreement to any such security interest.
SECTION 14: FIRE AND OTHER CASUALTY. In the event the Leased Premises is
partially or totally destroyed or damaged by fire or other casualty, Lessor may,
at its option, terminate this Agreement, and in such event, the Base Rental
hereunder shall be prorated for such month during which Lessor's termination
occurs and shall not be due thereafter. In the event the Lessor does not so
terminate this Agreement, then, subject to the following provisions of this
Section 14, Lessor may proceed as soon as is reasonably practicable, at its sole
cost and expense to the extent of Lessor's insurance proceeds available, if any,
to repair and restore the Leased Premises to substantially the same condition as
that before the damage occurred; provided, further, the Base Rental due from
Lessee hereunder shall be abated during the period of restoration to the extent
of the unusable portion of the Leased Premises. In the event Lessor does not
complete such repair and restoration within six (6) months from the date of
damage or destruction, Lessee may terminate this Agreement. In the event the
damage or destruction to the Leased Premises through fire or other casualty is
directly or indirectly attributable to any act of fault or negligence on the
part of Lessee, and/or its agents, employees, licensees, or invitees, then (i)
such damage or destruction to the Leased Premises, the Building, and/or the
Property shall be promptly repaired by Lessee, at its sole cost and expense;
(ii) the Base Rental shall not xxxxx during such period of restoration and
refurbishment; (iii) Lessee shall not be entitled to terminate this Agreement;
and (iv) Lessee shall fully reimburse Lessor for all costs and expenses,
including responsible attorneys' fees, incurred by Lessor on behalf of Lessee in
connection with undertaking the obligations of Lessee hereunder.
SECTION 15: INSURANCE. During the term of the Agreement, Lessee shall
obtain and maintain at the Lessee's sole cost and expense (i) fire and extended
coverage insurance covering the Leased Premises and improvements thereon and
contents thereof, on a full replacement cost basis, insuring against all risks
or direct physical loss and damage, excluding unusual perils like earth
movement, flood and war; and (ii) comprehensive public liability insurance for
death, injury and property loss and damage, with a combined single limit
coverage of not less than $1,000,000. The Lessee shall list the Lessor as an
additional insured on all of the policies and shall, upon written request of
Lessor, provide Lessor with proof of payment within thirty (30) days after the
due date of such premiums. Such policies of insurance shall also provide that
the same may not be cancelled in whole or in part by the insurer without such
insurer giving thirty (30) days' written notice to Lessor of its intention to
cancel the policies.
SECTION 16: LIABILITY AND INDEMNITY. Lessee agrees to indemnify and
save Lessor harmless from all claims for injury to persons (including death) or
for damage to property arising from or out of Lessee's use and occupancy of the
Leased Premises or from an act or omission of invitees, or of any other third
party (including costs and expenses of defending against such claims) from or by
whomsoever caused.
Lessee agrees to use and occupy the Leased Premises and other facilities
of the Building, the Parking Area and all drives and other areas appurtenant
thereto, at its own risk and hereby releases Lessor, its agents and employees,
from all claims for any damage or injury to persons (including death) or
property to the full extent permitted by law.
Lessee agrees that Lessor shall not be responsible or liable to Lessee,
its agents, employees, customers or invitees, for damage or injury to persons
(including death) or property occasioned by the acts or omission of any other
tenant or such tenant's agents, employees, customers or invitees within the
Leased Premises, the Building, the Parking Area and all drives and other areas
appurtenant thereto, from or by whomsoever caused.
SECTION 17: DEFAULT BY LESSEE. Lessee covenants and agrees that if Lessee
shall make default in the payment of any Base Rental, Adjusted Base
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Rental or other charges required to be made by it to Lessor hereunder, or in
the faithful performance of any other covenant to be performed by it hereunder,
then Lessor may exercise any and all remedies available at law or in equity,
including, but not limited to, declare this Agreement terminated and without
additional notice to Lessee the Lessor or any of its agents may reenter the
Leased Premises and remove all persons and property therefrom, with or without
legal process and without prejudice to any of Lessor's other legal rights
hereunder and/or, Lessor may take possession of the Leased Premises and re-let
the same for the remainder of the term hereof for the account of Lessee, it
being understood that under any of said options, Lessee shall remain liable for
all rental and other sums payable under the provisions hereof. In the event of
any reentry by Lessor, Lessee hereby expressly waives all claims for damages by
reason hereof, as well as all claims for damages by reason of any eviction
proceedings or proceedings by way of sequestration or any other legal
proceedings which Lessor may employ to recover any sums due hereunder or
possession of the Leased Premises.
SECTION 18: LIEN FOR RENT. To secure the payment of rental and other
charges required to be made by Lessee hereunder, and the faithful performance
of all other covenants of this Agreement required to be performed by Lessee,
Lessee hereby gives to Lessor security interest in and to all property which
may be placed in or upon the Leased Premises and the proceeds of any insurance
which may accrue to Lessee by reason of damage to or destruction of any such
property. All exemption laws are hereby waived by Lessee. This security
interest is given in addition to the Lessor's statutory lien(s) and shall be
cumulative thereto. This security interest may be foreclosed with or without
Court proceedings, by public or private sale, with or without notice, and
Lessor shall have the right to become purchaser upon being the highest bidder
at such sale. Upon request of Lessor, Lessee agrees to execute Uniform
Commercial Code financing statements relating to the aforesaid security
interest.
SECTION 19: TRANSFER BY LESSOR. Lessor may pledge, hypothecate, transfer
or assign all or any part of this Agreement. Upon the transfer or conveyance of
all or any portion of the Property, without further agreement of the parties,
Lessor shall be relieved of and from any liability with respect to the
obligations and covenants of Lessor contained in this Agreement arising out of
any act or occurrence after the date of such transfer and the purchaser at such
sale or any subsequent sale shall be deemed, without further agreement of the
parties, to have assumed and agreed to carry out the Lessor's covenants under
this Agreement.
SECTION 20: ATTORNEY'S FEES. In the event Lessor or Lessee defaults in
the performance of any of the terms, covenants, agreements or conditions
contained in this Agreement and the other party hereto places the enforcement
of this Agreement, or any part thereof, or the collection of any rent or any
other charges due, or to become due hereunder, or recovery of the possession of
the Leased Premises in the hands of any attorney, or files suit upon the same,
it is agreed that the defaulting party shall pay the reasonable attorney's fees
incurred by the party not in default.
SECTION 21: NON-WAIVER. Neither acceptance of rent by Lessor nor failure
by Lessor to complain of any action, non-action, or default of Lessee, whether
singular or repetitive, shall constitute a waiver of any of Lessor's rights
hereunder. Waiver by Lessor of any rights for any default of Lessee shall not
constitute a waiver of any right for either a subsequent default of the same
obligation or any other default. No act or thing done by Lessor or its agents
shall be deemed to be an acceptance of surrender of the Leased Premises, and no
agreement to accept a surrender of the Leased Premises shall be valid unless it
is in writing and signed by a duly authorized officer or agent of Lessor.
SECTION 22: RULES AND REGULATIONS. Lessee agrees to comply with all such
rules and regulations of the Building which are attached as Addendum B, and any
amendments thereto. Lessor shall have the right at all times to change the
rules and regulations or to amend them in any reasonable manner as may be
deemed advisable by Lessor, all of which changes and amendments will be sent by
Lessor to Lessee in writing and shall be thereafter carried out and observed by
Lessee.
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SECTION 23: ACCESS BY LESSOR. Notwithstanding any provision hereof to the
contrary, Lessor, its agents and employees, shall have access to and the right
to enter upon the Leased Premises at any reasonable time to examine the
condition thereof, to clean, repair or make alterations required or deemed
necessary or desirable to be made by Lessor, to show the Leased Premises to
prospective purchasers or tenants, and for any other purpose deemed reasonable
by Lessor.
SECTION 24: BANKRUPTCY BY LESSEE. In the event of any of the following:
the filing or execution or occurrence of a petition in bankruptcy or other
insolvency proceedings by or against Lessee; or petition or answer seeking
relief under any provision of the Bankruptcy Act; or any assignment for the
benefit of creditors or composition; or a petition or other proceeding by or
against Lessee for the appointment of a trustee, receiver or liquidator of
Lessee or any of Lessee's property; or a proceeding by any governmental
authority for the dissolution or liquidation of this Agreement; this Agreement
may, at the option of Lessor, be terminated immediately by the mailing of
notice to Lessee.
SECTION 25: HOLDING OVER. Upon the expiration and/or termination of this
Agreement for any reason, Lessor shall have the right to reenter and resume
possession of the Leased Premises. If Lessee should remain in possession of the
Leased Premises after expiration and/or termination of this Agreement without
the execution by Lessor and Lessee of a new lease agreement, then Lessee shall
be deemed to be occupying the Leased Premises as a tenant-at-sufferance subject
to all the covenants of this Agreement except the amount of Base Rent, and the
Base Rent for any such holdover period shall be 200% of the Base Rent being paid
by Lessee immediately prior to the expiration and/or termination date, and
Lessee shall indemnify Lessor and hold Lessor harmless from any claims which
may be asserted by any third party who is unable to enter or occupy the Leased
Premises because of Lessee's holdover occupancy thereof, from or by whomsoever
caused.
SECTION 26: CONDEMNATION. If all or any portion of the Property is
condemned during the term of this Agreement, the Lessor shall have the right to
all proceeds resulting from the condemnation. In the event of a total
condemnation of the Property during the term thereof, this Agreement and the
tenancy conveyed herein shall terminate as of the date of such taking, and the
Base Rental due hereunder shall be prorated for the month during which the
taking occurs with none being due after such taking. In the event of a partial
or less than total condemnation of the Property, the Lessee shall have the
right to terminate this Agreement if such taking results in the violation of
any applicable federal, state, or municipal law or ordinance by virtue of
Lessee conducting its then-existing business thereon, but Lessee shall not have
the right of termination if no such violation results. If the Agreement is not
terminated as a result of such partial taking, the Lessor shall reduce the
rental of the Leased Premises in direct proportion to that part of the Leased
Premises taken as a result of the condemnation.
SECTION 27: SIGNS. Lessee shall not place any signs, letters, symbols, or
other identifying marks anywhere upon, about or within the Building and its
Parking Areas, or upon the exterior of the doors, walls, windows, or other
visible areas of the Leased Premises, without the prior written approval of
Lessor.
SECTION 28: SEVERABILITY. This Agreement shall be construed in accordance
with the laws of the State of Missouri. If any clause or provision hereof is
held to be illegal, invalid or unenforceable, under present or future laws
effective during the term hereof, then it is the intention of the parties
hereto that the remainder of this Agreement shall not be affected thereby and
shall be construed as if such provision had not been contained herein.
SECTION 29: SECURITY DEPOSIT. Upon the occurrence of any default by Lessee,
Lessor, may from time to time, without prejudice to any other remedy, use the
security deposit paid to Lessor by Lessee herein provided to the extent
necessary to make good any arrearage of Base Rent or any other damage, injury
or expense or liability cause to Lessor by such event of default and the
remaining balance of such security deposit to be returned by Lessor to Lessee
upon the termination of this Agreement. Such security deposit shall
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not be considered as an advance payment of rent or a measure of Lessor's
damages in case of default by Lessee.
SECTION 30. RELOCATION OF LESSEE. Lessor reserves the option and right to
require Lessee to relinquish the Leased Premises and to relocate in another
area of comparable size in the Building designated by Lessor. Lessor shall be
responsible for all expenses with respect to any required location and all
repairs necessary to the designated area to conform with Lessee's requirements
under this Agreement. If the Lessor elects to relocate the Lessee, the area to
which the Lessee is relocated shall be deemed the Leased Premises for all
purposes and this Agreement shall continue in full force and effect for the
remainder of the term.
SECTION 31. NOTICES. Whenever in this Agreement it shall be required or
permitted that the notice or demand be given or served by any party hereto to
or upon another, such notice or demand shall be given or served (and shall not
be deemed to have been given or served unless) in writing and delivered
personally or forwarded by Certified or Registered Mail, postage prepaid,
addressed to the appropriate party at the address shown at the signature line.
Such addresses may be changed from time to time by any party by serving notice
as above mentioned.
SECTION 32. OBLIGATION OF SUCCESSORS. It is mutually agreed that all the
provisions hereof are to be construed as covenants and agreements as though the
words imparting such covenants were used in each separate paragraph hereof, and
that, except as restricted by the provisions of Section 12 hereof entitled
"Assignment and Sublease" all the provisions hereof shall bind and inure to the
benefit of the parties hereto, their respective heirs, legal representatives,
successors and assigns.
SECTION 33. ENTIRE AGREEMENT. This instrument and any attached Addendums
A and B, collectively constitute the entire agreement between the Lessor and
Lessee, and no other promises or representations shall be binding unless made
in writing and signed by Lessor and Lessee. The appendices attached to this
Agreement are made a part hereof by this reference.
SECTION 34. PARAGRAPH CAPTIONS. Paragraph captions herein are for
Lessor's and Lessee's convenience only and neither limit nor amplify the
provisions of this Agreement.
SECTION 35. FORCE MAJEURE. In the event that Lessor shall be delayed,
hindered or prevented from the performance of any acts required hereunder by
reason of acts of God, riots, fire, strike or the unavailability of materials,
then performance of such acts shall be excused for the period of the delay, and
the period for the performance of any such acts shall be extended for a period
equivalent to the period of such delay.
SECTION 36. WAIVER OF JURY TRIAL. As a specifically bargained inducement
for Lessor to agree to lease the Premises to Lessee, Lessee hereby expressly
waives the right to trial by jury in any lawsuit or proceeding related to this
Lease or arising in any way from Lessee's use of the Premises or Lessor's
obligations related thereto.
IN WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly
authorized individuals, have caused these presents to be executed in multiple
counterparts, each of which shall have the force and effect of an original, as
of the day and year first written above.
"LESSEE" "LESSOR"
Xxxx X. Xxxxxxx Hotels, Inc. The Plaza Associates
by: /s/ Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
----------------------------- ------------------------------------
Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Address: 300 Xxxx X. Xxxxxxx Pkwy. 300 Xxxx X. Xxxxxxx Xxxx.
Xxxxx #000 c/o Plaza Realty & Management
Xxxxxxxxxxx, XX 00000 Services, Inc.
000 Xx. Xxxxx Xx., Xxxxx #000
Xxxxxxxxxxx, XX 00000
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Lessor Lessee
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\ ADDENDUM A
LEASED PREMISES
[GRAPHIC OF 8TH FLOOR AREA]
XXXXXXX HOTELS
6,000 sq. ft.
XXXX X. XXXXXXX XXXXXX XXXXXXXX
0XX XXXXX
[GRAPHIC OF ARROW POINTING NORTH]
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Lessor Lessee
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ADDENDUM B
RULES AND REGULATIONS
1. Lessee shall not paint, display, inscribe, maintain or affix any sign,
picture, advertisement, notice, lettering or direction on any part of the
outside or inside of the Building, or on any part of the inside of the Leased
Premises which can be seen from the outside of the Leased Premises, except on
hallway doors of the Leased Premises, and then only such name or names or matter
and in such color, size, style, character and material as may be first approved
by Lessor in writing. Lessor reserves the right to remove at Lessee's expense
all matter other than the above provided for without notice to Lessee.
2. In advertising or other publicity, without Lessor's prior written
consent, Lessee shall not use the name of the Building except as the address of
its business and shall not use pictures of the Building in advertising or
publicity.
3. Lessee shall not obstruct sidewalks, entrances, passages, courts,
corridors, vestibules, halls, elevators and stairways in and about the
Building. Lessee shall not place objects against glass partitions or doors or
windows which would be unsightly from the Building corridor.
4. Lessee shall not waste electricity, water or air conditioning and
agrees to cooperate fully with Lessor to assure the most effective operation of
the Building's heating and air conditioning, and shall refrain from attempting
to adjust any controls. Lessee shall keep corridor doors closed. Lessor shall
not permit any objects to be placed on or dropped into any grills or devices in
the Leased Premises utilized for heating or air conditioning.
5. Lessee assumes responsibility for protecting its space from theft,
robbery and pilferage which includes keeping doors locked and other means of
entry to the Leased Premises closed.
6. If Lessee requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain and comply with, Lessor's instructions in their
installation.
7. The Lessor may require that all persons who enter or leave the Building
at any time, if determined by Lessor from time to time to be necessary for the
protection of the Building, must identify themselves to watchmen, by
registration or otherwise.
8. The bringing into the Building, taking therefrom, or removal therein of
furniture, fixtures or supplies, when of large weight or bulk, shall be done at
such time as the custodian of the Building shall arrange therefor. All damage
to the Building caused by taking in, putting out or moving the same during the
time it is in or on the Leased Premises shall be repaired at the expense of the
Lessee owning or using same.
9. Lessee will permit access to the Leased Premises to Lessor at all
reasonable times for inspection and cleaning and for such repairs, alterations,
additions, installations and removals, including among others, pipes, wires and
other apparatus, as Lessor may deem proper or useful for serving the Leased
Premises or other part of the Building.
10. The maximum weight per square foot in each room shall not exceed
seventy-five (75) pounds, without prior written approval of Lessor.
11. Lessee shall comply with all federal, state and municipal laws,
ordinances and regulations and shall not directly or indirectly make any use of
the Leased Premises which may be prohibited by any laws, ordinances or
regulations thereof or which shall be dangerous to person or property.
12. Lessee shall be responsible for the observance of all of the foregoing
by Lessee's employees, agents, clients, customers, invitees and guests.
INITIAL
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Lessor Lessee
13. Lessee shall not at any time permit its employees to park in any areas
of the Parking Area designated as "visitor parking".
14. Lessee will not (i) install or operate any internal combustion
engine, boiler, machinery, refrigerator, heating or air conditioning apparatus
in or about the Leased Premises, (ii) carry on any mechanical business in or
about the Leased Premises without written permission of Lessor, (iii) exhibit,
sell, or offer for sale, use, rent or exchange in the Leased Premises or
building any article, thing or service except those ordinarily embraced within
the permitted use of the Leased Premises specified in the Lease Agreement,
(iv) use the Leased Premises for housing, lodging or sleeping purposes, (v)
permit preparation of or warming of food in the Leased Premises or permit food
to be brought into the Leased Premises for consumption therein (warming of
coffee and individual lunches of employees exempted) except by express
permission of Lessor, (vi) place any radio or television antennae on the roof
or on or in any part of the inside or outside of the Building other than the
inside of the Leased Premises, (vii) operate or permit to be operated any
musical or sound producing instrument or device inside or outside the Leased
Premises which may be heard outside the Leased Premises, (viii) operate any
electrical device from which may emanate electrical waves which may interfere
with or impair radio or television broadcasting or reception from or in the
Building or elsewhere, (ix) bring or permit to be in the Building any bicycle
or other vehicle or dog (except in the company of a blind person) or other
animal or bird, (x) make or permit any objectionable noise or odor to emanate
from the Leased Premises, (xi) disturb, solicit or canvass any occupant of the
Building, (xii) or do anything in or about the Leased Premises tending to
create or maintain a nuisance or do any act tending to injure the reputation of
the Building.
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Lessor Lessee
