Exhibit 10.19
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into as of this 26th day of May,
2005, by and between and Zions First National Bank, Property Management, Xxx
Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx, 00000 hereinafter referred to as
"Lessor", and Federal Agricultural Mortgage Corporation, 0000 Xxxxxx-Xxxxx X.X.,
Xxxxx 000, Xxxxxxxxxx, X.X. 00000 referred to as "Xxxxxx Mac' or "Lessee"
WITNESSETH:
The Lessor, in consideration of the agreements hereinafter set forth to be kept
and performed by the Lessee, hereby leases to the Lessee the following described
real property situate in the City of Xxxx, State of Iowa:
Office space in the Zions Bank Building located at 000 Xxxxx Xxxxxx, Xxxx, Xxxx
and consisting of approximately 1,793 rentable square feet more or less,
together with certain furniture and fixtures supplied by the Lessor (hereinafter
"the Premises").
1. TERM OF LEASE:
(a) Term and Commencement Date
The term of this Lease shall commence June 15, 2005, and shall
continue for a year term.
(b) Possession of Premises
Lessor shall deliver possession of the Premises to the Lessee on, or
about, June 15, 2005.
2. BASE RENT:
The base rent on said Premises shall be payable on the first day of
each month, in advance in the following amounts:
1,630 useable square feet + 10% load factor = 1,793 rentable square
feet $11.50 x 1,793 = $20,619.50 per year, or $1,718.29 per month
3. RENEWAL OPTIONS:
Xxxxxx Mac has the option to renew the lease for a 3-year term with an
increase of the base amount to $1,805 per month
4. CONTIGUOUS SPACE
Not applicable
5. USE LIMITED.
Lessee shall use the leased Premises solely for the purpose of
conducting the following business, and for no other purpose: general
office use.
6. LESSOR'S RESPONSIBILITY:
a) Except as expressly provided in this Section 6, Lessee takes the Leased
Premises in their "AS IS" condition.
b) Maintenance of the exterior area, including snow removal as needed.
Exterior area shall consist of the foyer, building exterior, parking lot,
driveways and walkways, landscaping and irrigation.
c) Maintenance of the interior area, including janitorial, trash removal and
utilities. This is a Full Service Lease
d) Lessor agrees to make some building changes to accommodate Lessee's
occupancy, (build demising wall(s) and add security doors).
7. LESSEE'S RESPONSIBILITY:
a) Any paper shredding services needed by tenant, including disposal and bin
maintenance.
b) All telecommunications systems including service. c) Any data network
system. d) Any electronic security system.
8. INSURANCE:
Lessor shall keep the building and common area portions insured against
loss by casualty including fire. The Lessee shall not allow the Premises to
be used for any purpose (other than Lessee's intended use) which may
increase the premium rate for the Lessor's portion of the insurance
thereon. The Lessee agrees to keep all furniture, fixtures, and other
contents of the building installed or owned by the Lessee, constantly
insured with a good responsible insurance company or companies and to save
Lessor harmless from any loss thereof. The Lessee further agrees to keep
and maintain liability insurance insuring both Lessee and Lessor against
all claims or demands on account of injury or loss to persons or property
through accident or other happening on the Premises in at least the amount
of $500,000.00 to injury or death of one person, $1,000,000.00 for injury
to or death of two or more persons and $100,000.00 for property damage and
shall furnish to the Lessor prior to occupancy, and other times if Lessor
requests, a certificate showing such insurance is in force. The providing
of a base policy with an umbrella provision is acceptable.
9. OPERATION OF LEASED PREMISES:
Lessee agrees to keep the Premises free from any liens, claims, or
encumbrances of any kind whatsoever, which might in any way become a charge
upon the Premises or the building situated thereon.
10. EXAMINATION BY LESSOR:
Lessor or its agents shall have the right at all reasonable times during
the term of this Lease (including extensions or renewals) to enter upon and
in such Premises for the purpose of examining and inspecting the same which
shall be done without disturbing the business to be conducted at such
Premises by Lessee. Such inspection shall be done on prior notice or during
normal business hours.
11. INDEMNITY:
A. OF LESSOR: The Lessee covenants and agrees to protect and safeguard the
Lessor against and from any loss, cost, damage or expense arising out of or
from any accident, occurring within the Premises, any violation of any term
of this lease, or from any other occurrence on the demised Premises,
causing damage to any person or property due, or claimed to be due, by any
act or negligence of the Lessee, its agents, employees, invitees or
customers, or due to any failure of the Lessee, its agents, employees,
invites or customers, to comply with the requirements of this Lease on the
part of the Lessee to be done and performed, unless such loss, cost, damage
or expense arises or results from act or negligence of Lessor.
B. OF LESSEE: The Lessor covenants and agrees to protect and safeguard the
Lessee against and from any loss, cost, damage or expense arising out of or
from any accident, occurring within the Premises, any violation of any term
of this lease, or from any other occurrence on the demised Premises,
causing damage to any person or property due, or claimed to be due, by any
act or negligence of the Lessor, its agents, employees, invitees or
customers, or due to any failure of the Lessor, its agents, employees,
invites or customers, to comply with the requirements of this Lease on the
part of the Lessor to be done and performed, unless such loss, cost, damage
or expense arises or results from act or negligence of Lessee.
12. FIRE CLAUSE:
If said Premises or any part thereof shall be slightly damaged by fire or
catastrophic casualty, but not to the extent that the Lessee is deprived of
any use of said Premises by reason of such damage, then the Lessor shall,
with all due diligence and at the Lessor's expense and cost, repair and
restore the said Premises.
If said Premises shall be damaged to the extent that the Lessee is deprived
of any use thereof by reason of such damage, and such Premises shall be
capable of being repaired within a reasonable time, the Lessor shall have
the option of repairing the same and during the time that repairs are being
made the Lessor shall remit to the Lessee a just and fair portion of the
rent according to the extent that the Lessee shall be deprived of the use
of said Premises by reason of such damage by fire. If such repairs shall
not be commenced within thirty (30) days after the occurrence of such
damage, then the Lessee at its option may terminate this Lease by written
notice to the Lessor, whereupon Lessee shall surrender the Premises and
shall not be liable for any further rental, and Lessor shall refund
unearned rent paid by Lessee calculated at a daily rate based on the rental
for the whole term.
If the said Premises are so badly damaged by fire as to render it unfit for
Lessee's occupancy, then this Lease may be terminated by either party, upon
ten days' written notice to the other, whereupon Lessee shall surrender the
Premises and shall not be liable for any further rental, and Lessor shall
refund any unearned rent paid by Lessee calculated at a daily rate based on
the rental for the whole term.
Provided, however, that if damage to the Premises from fire or casualty
results in whole or in part from the negligence or intentional act of
Lessee, its agents, employees or invitees, then Lessee shall not be
entitled to any rent abatement or any early termination for this Lease,
Lessee shall pay the full rent for the full remaining term of this Lease
and perform its other duties under this Lease.
13. DEFAULT:
It is further covenanted and agreed by and between the parties hereto that
if default shall at any time be made by the Lessee in the payment of rent
when due to the Lessor as herein provided and set forth as monthly
installments, and such default shall continue for a period of ten days
after written notice thereof shall have been given to the Lessee or if
default be made in any other condition to be kept, observed, or performed
by the said Lessee and such default shall continue for thirty days after
notice thereof in writing to said lessee, then the Lessor may at any time
whatever, prior to the curing of such default, declare the term of this
Lease ended and terminated and may reenter upon said Premises and property
and repossess the entirety thereof. In the event of the termination of this
Lease by reason of default of the Lessee, all rent theretofore paid by the
Lessee shall be retained by the Lessor as rent and for the value of the use
and occupation of said Premises by the Lessee to the time of such default
by the Lessee. However, Lessee shall be obligated for rental until such
Premises are re-leased, or with expiration of the term, whichever first
occurs. The listing of such space by Lessor with a realtor for re-lease
shall be prima facia evidence of Lessor's attempt to mitigate. Any
attorney's fees incurred by Lessor by reason of preparation of such notice
of default shall be paid by Lessee. Nothing herein shall operate as a
waiver of any other remedies for default allowed by law. Any holding over
by Lessee shall not be deemed to be by consent, but shall be a tenancy at
will only. Rent shall accrue during such period of holdover at double the
amount of the rate of rental then in force hereunder.
14. QUIET ENJOYMENT:
The Lessor hereby covenants that the Lessee upon paying the rents herein
reserved and performing each and every one of the covenants, undertakings,
agreements, and conditions on the part of the Lessee to be done and
performed and observed as herein set forth shall and may peaceably and
quietly have, hold and enjoy the said demised Premises for the term hereof.
15. SUBLETTING:
The Lessee covenants to and with the Lessor that the Lessee will not
transfer, assign or sublet any portion of Lessee's leasehold interest
during the term of this Lease without the written consent of the said
Lessor having first been had and obtained. This shall apply to any attempt
to transfer the same by operation of law, including legal process. In the
event of any attempt to transfer, assign or sublet, the Lessee shall first
give at least thirty (30) days notice thereof to Lessor, setting forth the
name of the parties involved, and the proposed use of the Premises. Lessee
shall remain liable for the terms hereof, notwithstanding assignment or
subletting. The terms hereof shall bind any transferee, including any
bankruptcy trustee, debtor in possession, judgment or lien creditor or
assignee by operation of law in any manner whatsoever.
16. SURRENDER OF PREMISES.
Upon the termination of this lease, Lessee shall surrender the Premises in
good order and repair, except for reasonable wear and tear and in broom
clean condition. Lessor shall have the right to retain any carpeting, wall
or window coverings, electrical fixtures or trade fixtures installed by
Lessee on the Premises at no cost to Lessor. Or, in the alternative, Lessor
may elect to direct Lessee to remove any or all of the same and to restore
any damage resulting from such removal, all to be at Lessee's cost and
expense. Acceptance of keys by Lessor shall not be deemed acceptance of
surrender.
17. ATTORNEYS' FEES.
In the event it becomes necessary for either of the parties hereto to
enforce their rights hereunder by using the services of an attorney, or if
it becomes necessary to bring suit hereon, after default, then the
defaulting party agrees to pay reasonable attorneys' fees incurred by the
party not in default hereunder.
18. NON-WAIVER:
Failure of the Lessor to insist on strict performance of the terms,
agreements and conditions herein contained or any of them, shall neither
constitute nor be construed as a waiver or relinquishment of the Lessor's
right thereafter to enforce any such term, agreement or condition, but the
same shall continue in full force and effect.
19. BINDING COVENANTS:
The covenants herein contained shall bind, and the benefits and advantages
hereof inure to, the respective heirs, personal representatives,
successors, transferees by operation of law and assigns of the parties
hereto.
20. CONDITION OF PREMISES:
Lessor represents and warrants to Lessee that the Premises shall be in
compliance with all laws and regulations at the time it is made available
for occupancy.
21. MISCELLANEOUS:
If any provision of this lease shall be declared by any court or tribunal
to be void, invalid or unenforceable, the remainder of the provisions of
this lease shall control and remain in force.
All notices to be given hereunder shall be given to the parties at their
addresses shown herein, or such other location as is requested by such
party in writing. Service by mail shall be conclusively deemed received
three days after mailing.
This agreement supersedes all prior negotiations of the parties and all
letters of intent executed prior hereto. Further, this agreement may be
amended only by written modification, executed by both parties.
22. CONSTRUCTION:
This Agreement was drafted by the Property Management Department of Zions
Bank representing the Lessor. The Lessee hereby acknowledges that he has
consulted with or has been advised to consult with attorneys of his own
selection to review and negotiate this agreement on his behalf.
Accordingly, the parties agree that the provisions of this agreement shall
not be construed less favorably to either party because of that party's
drafting of the same.
23. PARKING:
Tenant and Tenant's customers may park in non-designated Lessor's parking
area surrounding the building.
SECURITY DEPOSIT:
None
NOTICES:
LESSOR
ZIONS FIRST NATIONAL BANK
Property Management Department
X.X. Xxx 00000
Xxxx Xxxx Xxxx, Xxxx 00000
LESSEE
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
0000 Xxxxxx-Xxxxx Xxxxxx X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Vice President - General Counsel
IN WITNESS WHEREOF, the Lessee and Lessor have subscribed their names
hereto, all as of the day and year herein first above written.
LESSOR
ZIONS FIRST NATIONAL BANK
By: /s/ Xxxx Xxxxxxx Date: May 26, 2005
Name: Xxxx Xxxxxxx
Title: Vice President
LESSEE
FEDERAL AGRICULTURAL MORTGAGE CORPORATION.
By: /s/ Xxxxxxx X. Xxxxxx Date: June 1, 2005
Name: Xxxxxxx X. Xxxxxx
Title: Vice President - Agricultural Finance
