LEASE AGREEMENT
This Lease Agreement ("Lease"), made as of the 31st day of March, 1998,
between IFBF Property Management, Inc., an Iowa corporation, whose address is
0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000 ("Landlord"), and FBL
Financial Group, Inc., an Iowa corporation, and Farm Bureau Mutual Insurance
Company, the address of both of which is 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx
Xxxxxx, Xxxx 00000 (separately, an "Individual Tenant" and together, "Tenant").
RELATIONSHIP OF TENANT. FBL Financial Group, Inc. and its subsidiaries,
on the one hand, and Farm Bureau Mutual Insurance Company and its subsidiaries
and affiliates, on the other hand, share much of the Leased Premises, and share
certain employees and officers under a management agreement. As between them,
each is separately liable for its allocated share of Rent, Additional Rent and
all other obligations, costs and expenses of Tenant hereunder. Each will
participate in appropriate allocations of the lease expenses between them.
However, as to Landlord, each Individual Tenant is jointly and severally liable
for payment of all Rent, Additional Rent and other Tenant costs and expenses and
all other obligations of Tenant. Neither Individual Tenant may take any action
under or pursuant to this Lease without the consent (which may not be withheld
unreasonably) of the other Individual Tenant if the other Individual Tenant is
not in default under this Lease. Any default by one Individual Tenant shall not
be considered a default under this Lease by the Tenant, if the nondefaulting
Individual Tenant cures the default within the time and in the manner provided
herein. If an Individual Tenant cures a default by the other Individual Tenant
the defaulting Individual Tenant shall reimburse the curing Individual Tenant
for all costs, including reasonable attorneys' fees incurred by the curing
Individual Tenant. Any action of Tenant under this Lease shall not be effective
unless both Individual Tenants concur in such action, unless one Individual
Tenant is in default under this Lease and the other is not, in which case the
nondefaulting Individual Tenant shall be entitled to take any Tenant action
required or authorized under the Lease or by law. If an Individual Tenant fails
to concur in any action requested by the other Individual Tenant, the issue
shall at the request of any party to this Lease be resolved by arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association. In the event that either Individual Tenant pays any Rent,
Additional Rent or other payment required by this Lease as a result of the joint
liability imposed by this Lease or otherwise, and which exceeds its several
obligation under this Lease, or otherwise incurs loss or damage as a result of a
default by the other Individual Tenant, the defaulting Individual Tenant shall
immediately reimburse the party making such payment, together with interest at
the rate provided in Article XX herein and reasonable attorneys' fees, and the
nondefaulting Individual Tenant and the Landlord may take such other action,
including, but not limited to recovery of damages and/or termination of the
defaulting Individual Tenant's rights under this Lease, as may be available to
the nondefaulting Individual Tenant or the Landlord at law or in equity.
ARTICLE I
PREMISES
SECTION 1.1 Buildings and Leased Premises. Landlord leases to Tenant and Tenant
leases from Landlord certain space (as hereinafter described) in the building
known as the Farm Bureau Building and the entirety of the building known as the
Claims Center Building, respectively located at 0000 Xxxxxxxxxx Xxxxxx and 0000
Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000 (the "Buildings"). The space in
the Farm Bureau Building is shown on EXHIBIT A (attached hereto and by this
reference made a part hereof), and initially contains approximately 299,278.81
square feet. The Claims Center Building contains approximately 5,660 square
feet. Together, the spaces are herein sometimes called the "Leased Premises".
Tenant and Landlord (including for this purpose its parent company, Iowa Farm
Bureau Federation) agree that their varying operational needs may require
flexibility from time to time in space usage, which may include short term usage
of certain common area spaces for office space by Tenant and short term use by
Landlord of certain areas within the Leased Premises not immediately needed by
Tenant. Any such short term changes will be reflected by adjustments to Rent and
Additional Rent not less than annually by the Allocations Committee described at
Section 3.5.
SECTION 1.2 Common Areas. The Leased Premises are leased together with the
appurtenances, including the right to use in common with others the lobbies,
public entrances, public stairways, public elevators, other public portions of
the Buildings, Conference Center, conference rooms, cafeteria, wellness center,
daycare, auditorium, stores and mail, human resources, purchasing, legal, and
all exterior parking areas, sidewalks, walkways, service areas and other
exterior areas of the contiguous property owned by Landlord upon which Buildings
are located (the "Common Areas").
SECTION 1.3 Tenant Acceptance. Tenant acknowledges that Tenant has inspected the
leased premises and hereby accepts same in "as is" condition, and Landlord has
made no warranties and/or representations regarding the condition of the Leased
Premises.
SECTION 1.4 Additional Leased Premises.
A. A portion of the Farm Bureau Building is currently leased to Sears Credit
Card Center, under a lease expiring October 15, 1999 (no extensions). Tenant and
Landlord agree that effective upon the expiration date of the Sears lease on
October 15, 1999, without any further agreement, the space subject to said lease
shall be added to this Lease and become subject to the provisions of this lease
in all respects.
B. Landlord (including for this purpose its parent company, Iowa Farm Bureau
Federation) occupies a portion of the Farm Bureau Building. If and when Landlord
should permanently reduce or remove its occupancy of such portion, Tenant shall
have the option to add any and all of such space to this lease, at the effective
date of which, said space shall become subject to the provisions of this lease
in all respects. Landlord
shall notify Tenant not less than ninety (90) days in advance of the date of its
space reduction (the "effective date"), and Tenant shall notify Landlord not
less than sixty (60) days before the effective date whether or not it shall
exercise the option.
ARTICLE II
TERM
SECTION 2.1 Term. The term of this Lease shall be for fifteen (15) years
commencing on the first day of April, 1998 (the "Commencement Date"), and
terminating on the 31st day of March, 2013 (the "Termination Date").
SECTION 2.2 Optional Lease Extension. Tenant shall have the option to extend the
term of the lease for an additional five (5) years, by so notifying Landlord not
less than six (6) months prior to expiration of the initial term. Upon such
notice, Tenant and Landlord shall immediately meet to negotiate in good faith a
market rate rent for the extension period. Should the parties be unable to agree
upon a market rate rent, each will separately engage a qualified independent
appraiser to determine a market rate rent, and the rent shall be the average of
the two appraisals. Tenant shall not be required to lease the Leased Premises
beyond the Termination Date if the rent so established is not acceptable to
Tenant notwithstanding the exercise of the options, if Tenant gives notice of
unacceptability of the rent within thirty (30) days of the determination thereof
by the appraisers.
SECTION 2.2 Holding Over. Any holding over after the expiration of the term
hereof, or of any extension, shall be construed to be a tenancy from month to
month, at a monthly rental at one hundred twenty percent (120%) greater than the
monthly rental applicable to the rent due for the last month under this Lease.
SECTION 2.3 Surrender. At the termination of this Lease, whether through the
expiration of the term or otherwise, Tenant agrees at once to surrender the
Leased Premises (and all keys) to the Landlord in a condition comparable to the
condition on the Commencement Date, less reasonable wear and tear with proper
maintenance. If excessive wear and tear or other damage is present, Landlord
will notify the Tenant in writing and Tenant shall have seven (7) business days
to indicate in what manner it will repair the damage. If the Tenant has not
responded within the seven (7) day period, then Landlord will make the necessary
repairs and Tenant agrees to reimburse the Landlord for the cost of the repairs
and a fee of fifteen percent (15%) of the total cost to the Landlord. The
Individual Tenants shall share in the cost of repairs.
SECTION 2.4 Showing Premises. During the final four (4) months of the Lease
term, Landlord shall be permitted to show prospective tenants the Leased
Premises upon giving Tenant twenty-four (24) hours' notice. Any showings will be
done in a manner that will not unreasonably disturb Tenant's business.
ARTICLE III
RENT
SECTION 3.1 Annual Rent. During the first five (5) years of this Lease, Tenant
shall pay to the Landlord a fixed annual rent of $11.50 per square foot of
Leased Premises ("Rent"). Tenant and Landlord agree that the Leased Premises at
inception of this Lease include 304,938.81 square feet, and that the total
amount of space subject to this lease may vary from time to time depending upon
the operational needs of both Landlord and Tenant. Rent based on the initial
square footage shall be payable in equal monthly installments of $292,233.03, in
advance on the first day of each month during this Lease term, at Landlord's
office or any other place designated by it. To the extent the parties agree from
time to time to vary the amount of total square footage subject to this lease,
appropriate adjustments in the monthly installments shall be made. Fixed annual
rent per square foot shall increase to $12.93 April 1, 2003, and to $14.36 April
1, 2008.
SECTION 3.2 Building Operating Costs. During the term of this Lease, Tenant
shall pay on a monthly basis, together with the payment of Rent as specified in
section 3.1, Tenant's share of the Building Operating Costs which is agreed to
be 75.68%, based on the ratio of the size of Tenant's space to all rentable
space in the Buildings. FBL Financial Group, Inc.'s initial share of the Rent
and operating costs shall be 46.12%, and Farm Bureau Mutual's initial share of
the Rent and operating costs shall be 53.88%, based on the initial square
footage allocated to each. Tenant's share and an Individual Tenant's share shall
be adjusted from time to time should the total amount of square footage subject
to this lease be increased or decreased, with changes during a lease year
prorated. Building Operating Costs shall mean all of Landlord's costs and
expenses relating to the use, ownership, operation, maintenance, repair and
insurance of the Buildings, including without limitation, those expenses set
forth in EXHIBIT B and expenses for Common Areas subject to adjustment in
accordance with Section 3.5 hereof. Building Operating Costs shall not include
income taxes, promotional or marketing expenses, tenant improvement costs,
depreciation of the Buildings, loan payments (if any), ground lease payments (if
any), real estate leasing commissions, costs covered by insurance, or costs
necessitated by the negligence of Landlord, or its agents or employees. Building
Operating Costs will be computed on a fiscal year basis beginning November 1 and
ending October 31.
SECTION 3.3 Building Operating Cost Adjustments; Books and Records. Building
Operating Costs for the fiscal period ending October 31, 1998 are estimated by
Landlord in good faith to be $9.45 per square foot, or, for Tenant, $240,139.31
per month. Tenant shall continue to make monthly payments of the estimated
Building Operating Costs until notified by Landlord of a change in the Building
Operating Costs. By November 30 of each year, Landlord shall deliver to Tenant a
statement showing (a) the Building Operating Costs for the Buildings for the
prior fiscal year and Tenant's allocable share of
the Building Operating Costs, and (b) the estimated Building Operating Costs for
the then current fiscal year (based on the prior year's experience) and Tenant's
allocable share of the estimated Building Operating Costs for the then current
fiscal year. If the total of the monthly payments which Tenant has made for the
prior fiscal year is less than the Tenant's share of the actual Building
Operating Costs for that prior year, then Tenant shall pay Landlord the
difference in a lump sum within 30 days after receipt of the statement from
Landlord together with the difference between the monthly payments made in the
then current fiscal year and the amount of monthly payments which are calculated
by Landlord as Tenant's share of the estimated Building Operating Costs for the
then current fiscal year. Any over-payment by Tenant shall be credited towards
the monthly Building Operating Costs next coming due. Even though the Lease term
has ended and Tenant has vacated the Leased Premises, when the final
determination is made of Tenant's share of the Building Operating Costs for the
year in which this Lease terminated, Tenant shall immediately pay any increase
over the estimated Building Operating Costs previously paid and, conversely, any
overpayment made, shall be immediately rebated by Landlord to Tenant. Landlord
will deliver a copy of its audited financial statements to Tenant annually upon
receipt. Tenant upon written request may not more than annually review
Landlord's records of the actual Building Operating Costs for the prior year.
Failure of Landlord to submit statements as called for in this Lease shall not
be deemed to be a waiver of Tenant's requirement to pay sums as provided in this
section.
SECTION 3.4 Additional Rent. All costs, charges, and expenses that Tenant
assumes, agrees to, or is obligated to Landlord under this Lease shall be deemed
"Additional Rent." In the event of nonpayment, Landlord shall have the same
rights and remedies with respect to the Additional Rent as is provided for
herein in case of nonpayment of Rent. Tenant shall pay Landlord the Rent,
Additional Rent, and adjustments of rent provided for in this Lease, when due
and without notice or demand, at the time and in the manner specified herein.
SECTION 3.5 Allocations Committee. The Common Areas of the Buildings will be
used jointly by Iowa Farm Bureau Federation and Tenant, and certain other
tenants. An Allocations Committee consisting of the chief financial officers of
Iowa Farm Bureau Federation and Tenant, or their designees, will meet from time
to time, but not less than annually. The committee will determine an appropriate
allocation of the costs and expenses attributable to the Common Areas between
such parties. Any such adjustment will be set off from, or added to, the next
ensuing payment of Rent. Should the committee not be able to reach agreement on
the allocations, disputed items may be referred to binding arbitration under the
rules of the American Arbitration Association. The committee shall also
determine any questions of space allocation between Landlord and Tenant, as
their respective space needs vary from time to time.
ARTICLE IV
USE OF PREMISES
SECTION 4.1 Use. The Tenant shall use the Leased Premises for office and related
uses and for no other purpose whatsoever. Tenant may allow occupancy of the
Buildings by any of its subsidiaries, affiliates or by any company managed by
Tenant; however, Landlord shall deal only with Tenant on all matters concerning
this Lease and Tenant shall be fully responsible for actions of any such parties
in regard to matters arising under this Lease.
SECTION 4.2 Compliance with Laws. Tenant shall comply with all present and
future laws or ordinances applicable to the Leased Premises and shall not commit
or suffer waste on the Leased Premises, or use or permit anything on the Leased
Premises which may be illegal, or constitute a private or public nuisance, or
conflict with or invalidate or increase the cost of any of Landlord's fire and
extended coverage insurance, or which may be dangerous to persons or the
property of the Landlord or other tenants of Landlord's Buildings, their agents,
servants, employees, and customers. Notwithstanding the foregoing, Tenant's
effecting an increase in the cost of any of Landlord's fire and extended
insurance is curable by Tenant's payment of such increase in cost.
SECTION 4.3 Liens. Tenant agrees not to permit any liens of any type (including
mechanic's, materialmen's, vendor's or supplier's liens) to be placed upon the
Leased Premises. Should a lien be filed, Tenant agrees to cause the lien to be
discharged or provide a bond to the Landlord for the benefit of the Landlord
within twenty (20) days of the filing of the lien in the full amount of the
lien. If Tenant fails to discharge the lien or provide the required bond,
Landlord may upon five (5) days' written notice discharge the lien and Tenant
agrees to immediately pay to Landlord the full cost of discharging the lien
together with Landlord's reasonable and actual legal fees and a fee of fifteen
percent (15%) of the total cost to Landlord.
ARTICLE V
REPAIRS, MAINTENANCE AND ALTERATIONS
SECTION 5.1 Repairs and Maintenance. The Landlord will repair and maintain the
structural portions of the Buildings, including the basic plumbing, sprinkler,
air conditioning, elevators, heating and electrical systems, and will make all
repairs and replacements including, but not limited to, all plumbing,
electrical, lighting (including bulbs and ballasts) facilities and equipment,
fixtures, interior walls, ceilings, floors, windows, doors and plate glass
located within the Buildings. All such costs and expenses are part of Building
Operating Costs. Costs of repairs and replacements caused by the misuse or
negligence of Tenant, its employees and invitees will be at the sole cost of
Tenant, and shall be allocated between the Individual Tenants based on the
relative amount of space occupied by the Individual Tenant.
SECTION 5.2 Removal of Tenant's Property. Upon the expiration of or prior
termination of this Lease, the Tenant shall remove all property of the Tenant
from the premises, except plumbing and other fixtures and leasehold improvements
which may have been installed by the Tenant and except as otherwise provided in
this Lease, and surrender the Leased Premises to the Landlord "broom clean" in
as good order and condition as they were upon commencement of the Lease or later
installation, ordinary wear and tear with proper maintenance excepted. Any
property left on the Leased Premises after the expiration or other termination
of this Lease may be disposed of by Landlord in any manner and without any
liability to the Landlord.
SECTION 5.3 Alterations. The Tenant shall not make any changes, alterations,
additions, or improvements to the shared usage portions of the Leased Premises
(i.e., those parts known to the parties as "central services") without the
written consent of the Landlord, which shall not be unreasonably withheld. The
Tenant shall not make any changes, alterations, additions or improvements
involving floor to ceiling walls in the remainder of the Leased Premises,
without the written consent of the Landlord, which shall not be unreasonably
withheld.
ARTICLE VI
TAXES
SECTION 6.1 Tenant's Share of Real Estate Taxes. Real Estate Taxes are a
component of Building Operating Costs referenced in Sections 3.2, 3.3 and
Exhibit C. "Real Estate Taxes" for all purposes of this Lease shall be defined
as including the following items: (i) real estate taxes, (ii) assessments
levied, assessed, or imposed against such land and/or buildings or the rents or
profits therefrom to the extent that the same shall be in lieu of all or any
portion of any items hereinabove set forth, and (iii) all water and sewer rents,
charges, taxes, and frontage assessed or imposed. If due to a change in the
method of taxation, any franchise, income, profit, or other tax, however
designated, shall be levied against Landlord's interest in the property in whole
or in part for or in lieu of any tax which would otherwise constitute Real
Estate Taxes, such taxes shall be included in the term Real Estate Taxes for
purposes hereof. All such payments shall be approximately prorated for any
partial calendar years in which the term of this Lease shall commence or expire.
A copy of the tax xxxx shall be sufficient evidence of the amount of Real Estate
Taxes.
SECTION 6.2 Tax Reduction. Only Landlord shall be eligible to institute tax
reduction or other proceedings to reduce the assessed valuation of the land and
buildings. Should Landlord be successful in any such reduction proceedings and
obtain a rebate for periods during which Tenant has paid its share of increases,
and provided that Tenant is not in default in payment of rent or additional rent
due under this Lease, Landlord shall, after deducting its expenses, including,
without limitation, attorneys' fees and disbursements in
connection therewith, promptly return Tenant's pro rata share of such rebate
after Landlord has received such proceeds.
ARTICLE VII
LAWS, ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES
SECTION 7.1 Tenant Compliance. Tenant shall, at its expense, comply with all
federal, state, county, and municipal laws, orders, ordinances and regulations
and with any lawful direction of any public officer or officers which shall,
with respect to the occupancy, use or manner of use of the Lease Premises or to
any abatement of nuisance caused by Tenant, impose any violation, order, or duty
upon Landlord or Tenant arising from Tenant's occupancy, use, or manner of use
of the Leased Premises or any installations made therein by or at Tenant's
request or required by reason of a breach of any of Tenant's covenants or
agreements hereunder.
SECTION 7.2 Notice of Violations. Tenant shall promptly notify Landlord if it
receives notice of any violation of law, ordinance, rule, order, or regulation
applicable to the Leased Premises. Landlord shall promptly notify Tenant if it
receives notices of any violation of any such law, order, ordinance, or
regulation applicable to the Leased Premises or services, access or other
appurtenances to the Leased Premises, especially, but not limited to, any
creating an obligation of Tenant under Section 7.1.
ARTICLE VIII
INSURANCE
SECTION 8.1 Common Insurance Policy. As related parties, Tenant and Landlord
will both be named insureds under existing comprehensive liability insurance
policies underwritten by Chubb. In the event that Tenant and Landlord at any
time during the existence of this Lease determine not to be jointly covered by
that or any replacement policy, Tenant agrees that it will acquire liability
policies commercially reasonable in amount, coverage and terms. "Commercially
reasonable" shall be defined by reference to the types and amounts of coverage
Tenant as a landlord or as a lender requires of its tenants and borrowers in
comparable leases.
ARTICLE IX
DAMAGE TO TENANT'S PROPERTY AND INDEMNIFICATION OF LANDLORD
SECTION 9.1 Landlord's Limitations on Liability. The Landlord and its agents
shall not be liable in damages, by abatement in rent or otherwise, for any
damage either to the person or the property of the Tenant, or for the loss of or
damage to any property of the
Tenant by theft or from any other cause whatsoever, whether similar or
dissimilar to the foregoing. The Landlord or its agents shall not be liable for
any injury or damage to persons or property, or loss or interruption to business
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain, snow, or leaks from any part of the Buildings, or from the pipes,
appliances, or plumbing works, or from the roof, street, or subsurface, or from
any other place, or by dampness, or by any cause of whatsoever nature; nor shall
the Landlord or its agents be liable for any damage caused by other tenants or
persons in said Buildings, or caused by operations in construction of any
private or public or quasi-public work. None of the limitations of the liability
of Landlord or its agents provided for in this subsection shall apply if such
loss, injury, or damages are proximately caused by the negligence of the
Landlord, its agents or employees. The Landlord hereby indemnifies and agrees to
hold the Tenant harmless for loss, injury or damages proximately caused by the
negligence of the Landlord, its agents or employees, including expenses and
attorney's fees incurred in connection therewith.
SECTION 9.2 Tenant's Negligence. The Tenant shall be liable for any damage to
the Buildings or property therein which may be caused by its act or negligence,
or the acts of its agents, employees, or customers, and the Landlord may, at its
option, repair such damage, and the said Tenant shall thereupon reimburse and
compensate the Landlord as additional rent, within ten (10) days after rendition
of a statement by the Landlord, for the total cost of such repair and damage. An
Individual Tenant shall be liable to the other Individual Tenant for any damage
to the Building or property therein which may be caused by its act or
negligence, or the acts or negligence of its agents, employees or customers.
SECTION 9.3 Indemnification. Subject to Section 9.1, the Tenant hereby
indemnifies and agrees to hold the Landlord harmless and free from damages
sustained by person or property, and against all claims of third persons for
damages arising out of the Tenant's use of the Leased Premises, and for all
damages and monies paid out by Landlord in reasonable settlement of any claim or
judgments, as well as for all expenses and attorneys' fees incurred in
connection therewith, unless the damage was proximately caused by the negligence
of Landlord, its agents or employees. Nothing contained herein shall be
interpreted or construed to eliminate, reduce or relieve any insurer of its
contractual obligations under any policy of insurance to indemnify or defend any
claims covered thereunder.
ARTICLE X
DAMAGE OR DESTRUCTION OF PREMISES
If the Leased Premises or any part thereof are damaged by fire or other
casualty, the Tenant will give prompt written notice thereof to the Landlord. In
case over forty percent (40%) of the Buildings are damaged by fire or other
casualty to the extent that substantial alteration or reconstruction of the
Buildings are, in the Landlord's sole opinion, required
(whether or not the Leased Premises have been damaged by such fire or other
casualty) or in the event any mortgagee under a mortgage or deed of trust
covering the Buildings should require that the insurance proceeds payable as a
result of said fire or other casualty be used to retire the mortgage debt, the
Landlord may, at its option, terminate this Lease by notifying the Tenant in
writing of such termination within sixty (60) days after the date the Landlord
receives notice of such damage, in which event the Rent and Additional Rent will
be abated as of the date of such damage. If the Landlord does not elect to
terminate this Lease, the Landlord will within sixty (60) days after the date
the Landlord receives notice of the damage commence to repair and restore the
Buildings. The Landlord will proceed with reasonable diligence to restore the
Leased Premises within one hundred eighty (180) days thereafter (except that the
Landlord is not responsible for delays outside its control) to substantially the
same condition in which the Leased Premises were immediately prior to the
happening of the casualty. If the Leased Premises are not restored within the
one hundred eighty (180) days, Tenant shall have the right to cancel this Lease.
Notwithstanding anything to the contrary contained herein, the Landlord is not
required to rebuild, repair or replace any part of Tenant's furniture or
furnishings or fixtures and equipment removable by the Tenant under the
provisions of this Lease. The restoration will not exceed the scope of the work
done in originally constructing the Buildings. The Landlord will not be liable
for any inconvenience or annoyance to the Tenant or injury to the business of
Tenant resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next paragraph, the Landlord will allow the
Tenant a fair diminution of rent during the time and to the extent the Leased
Premises are unfit for occupancy. Any insurance which may be carried by the
Landlord or the Tenant against loss or damage to the Buildings or to the Leased
Premises is for the sole benefit of the party carrying such insurance and under
its sole control. The Tenant hereby agrees that the Lease will not automatically
terminate by law upon destruction of the Leased Premises.
The Tenant is not entitled to any compensation or damages from the Landlord
except as provided herein for loss of the use of the whole or any part of the
Leased Premises, the Tenant's personal property or any inconvenience or
annoyance occasioned by such damage, repair, reconstruction or restoration. If
such fire or other casualty results from acts, omissions or neglect of the
Tenant or its agents, employees, invitees or visitors, there will be no
abatement of rent as otherwise permitted herein.
ARTICLE XI
EMINENT DOMAIN
If the whole, or any part, of the Premises shall be taken by any public, or
quasi-public authority under the power of eminent domain, or conveyed to any
such public or quasi-public authority under threat of exercise of the power of
eminent domain, then the terms of this Lease shall cease on that part of the
Premises so taken or conveyed (hereinafter referred to as the "condemned
portion") from the day the possession of the condemned
portion shall be taken by the condemning entity. Unless this Lease is canceled
as hereinafter provided, the rent provided for herein commencing with the date
possession is acquired by the condemning entity, shall be reduced in proportion
to the amount of the Premises taken. In the event of partial condemnation,
Tenant may cancel this entire Lease if the loss of the condemned portion will,
in Tenant's reasonable judgment based upon generally accepted standards
applicable to Tenant's business on the Premises, have a significantly impairing
effect on such business as to render the Premises unfit for its intended use.
Such right to cancel may be exercised by Tenant, only:
(a) If Tenant gives to Landlord at least ten (10) days prior written
notice of such cancellation;
(b) The effective date of such cancellation of the entire Lease is the
same as the date possession was obtained of the condemned portion by the
condemning entity; and
(c) Rent is paid in full to the effective date of such cancellation.
All damages awarded for any taking shall belong to and be the property of the
Landlord whether such damages shall be awarded as compensation for diminution in
value to the leasehold or the fee of the Premises herein leased; provided,
however, that the Landlord shall not be entitled to any portion of the award
made to Tenant for loss of business, depreciation to and cost of removal of
stock and trade fixtures.
ARTICLE XII
ASSIGNMENT AND SUBLETTING
SECTION 12.1 Landlord's Consent. Tenant shall not, by operation of law or
otherwise, assign, mortgage, or encumber this Lease, or sublet or permit the
Leased Premises or any part thereof to be used by others (except for entities
which are affiliates of Tenant), without Landlord's prior written consent, which
consent shall not be unreasonably withheld. Landlord's consent to any assignment
or subletting shall not in any manner be construed to relieve Tenant from
obtaining Landlord's express written consent to any other or further assignment
or subletting.
Landlord shall give Tenant notice as to giving or withholding such consent
within fifteen (15) days after Tenant furnishes Landlord, in writing, (1) the
terms and conditions of the proposed assignment or subletting, (2) the name of
the proposed assignee or sublessee, (3) the nature and character of the business
of the proposed assignee or sublessee, and (4) any other information reasonably
requested by Landlord.
SECTION 12.2 No Waiver of Consent. If this Lease is assigned, or all or a part
of the Leased Premises is sublet or occupied by any person or persons other than
Tenant and its affiliates, Landlord may, after default by Tenant, collect rent
from the assignee, subtenant
or occupant and apply the net amount collected to the rent herein reserved.
However, no such assignment, subletting, occupancy or collection of rent shall
be deemed a waiver of the covenants in this Article, nor shall it be deemed
acceptance of the assignee, subtenant or occupant as a tenant, or a release of
Tenant from the full performance by Tenant of all the terms, conditions and
covenants of this Lease.
SECTION 12.3 Joint Liability. Each permitted assignee or transferee shall assume
and be deemed to have assumed this Lease and shall be and remain liable jointly
and severally, but only in proportion to the percentage of space assigned,
transferred or sublet, with Tenant for the payment of the rent, additional rent,
and adjustments of rent, and for the due performance of all of Tenant's terms,
covenants, conditions, and agreements for the term of this Lease. No assignment
shall be binding on Landlord unless the assignee or Tenant delivers to Landlord
a duplicate original of the instrument of assignment which contains a covenant
of assumption by the assignee of all of the above obligations and obtains from
Landlord the above written consent prior thereto.
SECTION 12.4 Assignment by Landlord. Tenant agrees that Landlord will have the
right to transfer and assign, in whole or in part, its ownership of the Property
and all of its rights and obligations under this Lease. Tenant agrees that
Landlord will have no further obligations to Tenant and Tenant will look solely
to such successor in interest of Landlord for the performance of the Landlord's
obligations under the Lease provided that the assignee assumes Landlord's
obligations under the lease in writing.
SECTION 12.5 Assignment Terminates Joint Use. If Landlord assigns this Lease or
transfers ownership of the Leased Premises, in whole or in part, to a person or
persons who are not affiliates of Landlord or Tenant, the provisions of this
Lease authorizing joint use of the Leased Premises, i.e., Section 3.5 and
references elsewhere to the Allocation Committee shall terminate unless Tenant
consents to their continuation.
ARTICLE XIII
TENANT ESTOPPEL AGREEMENTS
Tenant agrees that at any time and from time to time at reasonable intervals,
within ten (10) business days after written request by Landlord, Tenant will
execute, acknowledge, and deliver to Landlord, Landlord's mortgagee, or others
designated by Landlord, a certificate in such form as may from time to time be
provided, ratifying this Lease and certifying:
(a) That this Lease is in full force and effect, and has not been
assigned, modified, supplemented, or amended in any way (or if there has been
any assignment, modification, supplement, or amendment, identifying the same);
(b) That this Lease represents the entire agreement between Landlord
and
Tenant as to the subject matter hereof (or if there has been any assignment,
modification, supplement, or amendment, identifying the same);
(c) The Commencement Date and the term of this Lease;
(d) That all conditions under this Lease to be performed by Landlord
have been satisfied (and if not, what conditions remain unperformed);
(e) That to the knowledge of the signer of such writing, no default
exists in the enforcement of this Lease by Landlord (or specifying each default,
defense, or offset of which the signer may have knowledge);
(f) That no rental has been paid in advance other than for the month in
which such certificate is signed by Tenant; and
(g) The date to which all rentals due hereunder have been paid under
this Lease.
ARTICLE XIV
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
SECTION 14.1 Subordination. This Lease is and shall be subject and subordinate
to any ground or underlying lease which may now or hereafter affect the
Buildings, the land, or both, and to any amendment, modification, renewal, or
extension of the ground or underlying lease. This Lease is also subject and
subordinate to all mortgages which may now or hereafter affect any lease of
ground or underlying lease or the land and/or Buildings and to all renewals,
modifications, amendments, consolidations, replacements, or extensions thereof.
This clause shall be self-operative and no further instrument of subordination
shall be required. In confirmation of such subordination, however, Tenant
without cost or charge to Landlord, shall execute promptly any certificate or
instrument of subordination requested by Landlord or Landlord's Mortgagee. If
Tenant fails upon reasonable request to execute the certificate or instrument,
Tenant hereby constitutes and appoints Landlord its attorney-in-fact to execute
all such certificates or instruments for and on behalf of Tenant.
SECTION 14.2 Non-Disturbance. Notwithstanding the provisions of Section 14.1,
the subordination of this Lease to any superior lease or superior mortgage or to
any later renewal, modification, replacement, or extension of any superior lease
or superior mortgage, or to any existing or future consolidation or spreader of
any superior mortgage, is subject to the express conditions that, so long as
this Lease is in full force and effect and Tenant is not in default of the terms
and provisions of this Lease beyond any applicable grace periods:
(a) Tenant shall not be joined as a party defendant (1) in any action
or proceeding which may be instituted or taken by the lessor of the superior
lease for the purpose of terminating it by reason of any default thereunder, or
(2) in any foreclosure action or proceeding which may be instituted or taken by
the holder of the superior mortgage; and
(b) Tenant shall not be evicted from the Leased Premises, Tenant's
leasehold estate under this Lease shall not be terminated or disturbed, nor
shall any of Tenant's rights under this Lease be affected in any way, by reason
of any default under the superior leasehold or superior mortgage.
SECTION 14.3 Attornment. If the lessor of a superior lease or the holder of a
superior mortgage succeeds to Landlord's rights under this Lease, whether
through possession or foreclosure action or delivery of a new lease or deed,
then at the request of the successor party ("successor landlord") and upon such
successor landlord's written agreement to accept Tenant's attornment, Tenant
shall attorn to and recognize the successor landlord as Tenant's landlord under
this Lease, and shall promptly execute and deliver any instrument requested by
the successor landlord to evidence such attornment. If Tenant refuses or fails
promptly upon reasonable request to execute such instrument, Tenant hereby
irrevocably appoints Landlord or the successor landlord its attorney-in-fact to
execute and deliver the instrument on its behalf. Upon such attornment this
Lease shall continue in full force and effect as if it were a direct lease
between the successor landlord and Tenant upon all of the terms, conditions, and
covenants set forth in it and shall be applicable after such attornment.
However, the successor landlord shall not:
(a) Be obligated under Article X to repair, restore, replace, or
rebuild the Buildings or the Leased Premises, in case of total or substantially
total damage or destruction, beyond any repair, restoration, or rebuilding that
can reasonably be accomplished with the net proceeds of insurance actually
received by, or made available to, the successor landlord;
(b) Be liable for any of Landlord's previous acts or omissions under
this Lease;
(c) Be subject to any offset, not expressly provided for in this Lease,
which has previously accrued to Tenant against Landlord;
(d) Be bound by any previous modification of this Lease, or by any
previous prepayment of more than one month's rent, unless the modification or
prepayment has been expressly approved in writing by the lessor of the superior
lease or the holder of the superior mortgage through or by reason of which the
successor landlord has succeeded to Landlord's rights under this Lease.
ARTICLE XV
DEFAULT
SECTION 15.1 Tenant Default. The occurrence of any one (1) or more of the
following events shall constitute a default under this Lease by the Tenant:
(1) The vacation or abandonment of the Leased Premises and discontinued
Rent and Additional Rent payments by the Tenant. Abandonment is defined to
include, but is not limited to, any absence by the Tenant from the Leased
Premises resulting in the Tenant not engaging in its usual customary business
for five (5) business days or longer without Rent being paid;
(2) The failure by the Tenant to make any payment of Rent, Additional
Rent or any other payment required to be made by the Tenant herein, as and when
due, where such failure continues for a period of ten (10) business days
following written notice of such failure;
(3) The Tenant's failure to observe or perform any of the covenants,
conditions or provisions of this Lease, other than as described in subparagraph
(2) above, where such failure continues for a period of thirty (30) days after
written notice thereof by the Landlord to the Tenant; provided, however, that if
the nature of the Tenant's default is such that more than thirty (30) days are
reasonably required for its cure, then the Tenant will not be deemed to be in
default if the Tenant commences such cure within said thirty (30) day period and
thereafter diligently prosecutes such cure to completion;
(4) The making by the Tenant of any general assignment or general
arrangement for the benefit of creditors; the appointment of a trustee or a
receiver to take possession of substantially all of the Tenant's assets or of
the Tenant's interest in this Lease and possession is not restored to the Tenant
within thirty (30) days; or the attachment, execution or other judicial seizure
of substantially all of the Tenant's assets located at the Leased Premises or of
the Tenant's interest in this Lease and such seizure is not discharged in thirty
(30) days; and
(5) The filing of any voluntary petition in bankruptcy by the Tenant or
the filing of any involuntary petition by the Tenant's creditors if the
involuntary petition remains undischarged for a period of thirty (30) days. In
the event that under applicable law the trustee in bankruptcy or the Tenant has
the right to affirm this Lease and perform the obligations of the Tenant
hereunder, the trustee or Tenant will, in the time period permitted by the
bankruptcy court having jurisdiction, cure all defaults of the Tenant
outstanding as of the date of the affirmance of this Lease and provide to the
Landlord such adequate assurances as may be necessary to ensure the Landlord of
the continued performance of the Tenant's obligations under this Lease.
"Adequate assurances" of cure or compensation will only be satisfied by the
establishment of an escrow fund for the amount at issue or by bonding. It is
warranted and agreed by the Landlord and Tenant
that the foregoing provision was a material part of the consideration for this
Lease.
SECTION 15.2 Landlord's Remedies. In the event of any default or breach by the
Tenant, the Landlord may at any time thereafter, with notice and without
limiting the Landlord in the exercise of any right or remedy which the Landlord
may have by reason of such default:
(1) The Landlord may terminate this Lease and immediately repossess the
Leased Premises and recover as damages a sum of money equal to the excess of the
present value of the Rent required to be paid by the Tenant for the balance of
the Lease term plus any other sum of money and damages owed by the Tenant to the
Landlord less the present value of the fair market rental value of the Leased
Premises for said period. Should the fair market rental value exceed the value
of the Rent required to be paid by the Tenant for the balance of the Lease term,
the Landlord has no obligation to pay to the Tenant the excess of any part
thereof; and
(2) Terminate the Tenant's right to possession only, in which case the
Landlord may continue this Lease in full force and effect and the Lease will
continue in effect as long as the Landlord does not terminate the Lease and the
Landlord will have the right to collect Rent when due. During the period the
Tenant is in default, the Landlord may enter the Leased Premises and relet them,
or any part of them, to third parties for credit to the Tenant's account. The
Tenant will be liable immediately to the Landlord for all costs the Landlord
incurs in reletting the Leased Premises, including, without limitation, brokers'
commission, expenses of remodeling the Leased Premises required by the reletting
and all other like costs. Reletting may be for a period shorter or longer than
the remaining term of this Lease. The Tenant will pay to the Landlord the Rent
due under this Lease on the date the Rent is due less the Rent the Landlord
receives from any reletting. No act by the Landlord allowed by this paragraph
will terminate this Lease unless the Landlord notifies the Tenant that the
Landlord has elected to terminate this Lease.
(3) The foregoing remedies are not exclusive. The remedies are
cumulative in addition to any remedies now or later allowed by law, to any
equitable remedies the Landlord may have and to any remedies the Landlord may
have under bankruptcy laws or laws affecting creditors' rights generally.
SECTION 15.3 Landlord Default. The Landlord will not be deemed to be in default
in the performance of any obligation required to be performed by it unless and
until it has failed to perform such obligations within thirty (30) days after
written notice by the Tenant to the Landlord specifying what obligations the
Landlord has failed to perform; provided, however, that if the nature of the
Landlord's obligation is such that more than thirty (30) days are required for
its performance, then the Landlord will not be deemed to be in default if it
commences such performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion.
ARTICLE XVI
LANDLORD'S RIGHT TO PERFORM TENANT OBLIGATIONS
If Tenant defaults in the observance or performance of any term or covenant
under this Lease, Landlord may upon ten (10) days written notice to Tenant,
without thereby waiving the default, remedy the default for Tenant's account and
at Tenant's expense. If in connection therewith Landlord makes any expenditures
or incurs any obligations for the payment of money or in instituting,
prosecuting, or defending any action or proceedings commenced before or during
the term of this Lease or after the expiration or termination of the term,
including but not limited to legal expenses and attorneys' fees, Tenant shall
pay to Landlord on demand the sums paid or obligations incurred, together with
interest at the rate provided in Article XX herein and costs. If not paid,
Landlord, in addition to any other remedy, may deem the due payments to be
Additional Rent.
ARTICLE XVII
QUIET ENJOYMENT
Landlord warrants and represents that it has full authority to execute this
Lease for the above term. Landlord covenants that upon Tenant's paying the Rent
and Additional Rent and performing its covenants, Tenant may peaceably and
quietly have, hold, and enjoy the Leased Premises, subject, nevertheless, to the
terms and conditions of this Lease.
ARTICLE XVIII
LEGAL PROCEEDINGS
SECTION 18.1 Waiver of Jury Trial. Landlord and Tenant hereby waive, to the
extent not prohibited by law, the right to a jury trial in any action, summary
proceeding, or legal proceeding between or among the parties or their successors
arising out of this Lease, Tenant's occupancy of the Leased Premises, or
Tenant's right to occupy the Leased Premises.
SECTION 18.2 No Counterclaims. Tenant hereby waives the right to interpose a
counterclaim in any summary proceeding instituted by Landlord against Tenant or
in any action instituted by Landlord for unpaid rent or additional rent under
this Lease.
SECTION 18.3 Tenant Remedies. If Tenant claims or asserts that Landlord has
violated or failed to perform a covenant not to unreasonably withhold or delay
Landlord's consent or approval, or whenever Landlord's reasonableness in
exercising its judgment is in issue, Tenant's sole remedy shall be an action for
specific performance, declaratory judgment, or injunction. Tenant shall not be
entitled to any money damages for a breach of such
covenant or to claim or assert any claims in any money damages in any action or
by way of set off, defense, or counterclaim. Tenant hereby specifically waives
the right to any money damages or other remedies.
ARTICLE XIX
NOTICE
SECTION 19.1 Form of Notice. All notices to be given under this Lease shall be
in writing and shall either be served personally or sent by certified mail,
return receipt requested. All notices mailed as herein provided shall be deemed
received two (2) days after mailing. Notices to Landlord shall be sent to the
address set forth in the preamble hereof or such other address as the Landlord
may specify in written notice to Tenant. Notices to Tenant shall be sent to:
FBL Financial Group, Inc.
Attention: Chief Financial Officer
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx XX 00000
and
Farm Bureau Mutual Insurance Company
Attention: Chief Financial Officer
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx XX 00000
or such other addresses as the Tenant may specify in written notice to Landlord.
SECTION 19.2 Notice to Mortgagee. If there is any act or omission by Landlord
which would or may give Tenant the right to terminate this Lease or to claim a
partial or total eviction, Tenant will not exercise the right until:
(a) It has given written notice of any such act or omission to the
holder of any leasehold mortgage or of any fee mortgage and to the Landlord or
Landlords of any ground or underlying lease or leases whose names and addresses
previously have been furnished to Tenant by giving such notice, addressed to the
holders and the Landlord or Landlords at the last addresses so furnished; and
(b) A reasonable period of time (not less than 60 days) for remedying
such act or omission has elapsed following the giving of notice, during which
any of the parties to whom notice was given has not commenced with reasonable
diligence to remedy, or cause to be remedied, the act or omission.
ARTICLE XX
INTEREST
Any amount due from Tenant to Landlord, or from Landlord to Tenant, under this
Lease which is not paid when due shall bear interest at the lesser of eighteen
percent (18%) or the highest legal rate allowed in the State of Iowa, from the
date due until paid; provided, however, the payment of such interest shall not
excuse or cure the default upon which such interest is accrued.
ARTICLE XXI
MISCELLANEOUS PROVISIONS
SECTION 21.1 Attorney's Fees. If either Landlord or Tenant should prevail in any
litigation by or against the other party related to this Lease, or if either
party should become a party to any litigation instituted by or against the other
with respect to any third party, then as between Landlord and Tenant, the losing
party shall indemnify and hold the prevailing party harmless from all costs and
reasonable attorneys' fees incurred by the prevailing party in connection with
such litigation.
SECTION 21.2 Inspection. Tenant will permit Landlord, its agents, employees, and
contractors to enter all parts of the Leased Premises upon reasonable verbal
notice to inspect the same and to enforce or carry out any provisions of this
Lease, so long as it is at a reasonable time and in a manner that minimizes
interference to Tenant's business. In an emergency, Landlord may enter without
notification.
SECTION 21.3 No Waiver. Landlord's or Tenant's failure to insist upon strict
performance of any covenant of this Lease or to exercise any option or right
herein contained shall not be a waiver or relinquishment for the future of such
covenant, right, or option, but the same shall remain in full force and effect.
SECTION 21.4 Entire Agreement. This Lease together with any Exhibits contains
the entire agreement between the parties. Any executory agreement hereafter made
between them shall be ineffective to change, modify, waive, release, discharge,
terminate, or effect an abandonment of this Lease, in whole or in part, unless
the executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, waiver, release, discharge,
termination, or effecting of the abandonment is sought.
SECTION 21.5 Severability. If any term or provision of this Lease is to any
extent invalid or unenforceable, the remainder of this Lease shall not be
affected thereby and the remaining terms and provisions shall be valid and
enforceable to the fullest extent either hereunder or as permitted by law.
SECTION 21.6 Headings. The captions and headings herein are for convenience and
reference only and should not be used in interpreting any provision of this
Lease.
SECTION 21.7 Applicable Law. This Lease shall be governed by and construed under
the laws of the State of Iowa. If any provision of this Lease, or portion
thereof, or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease shall not be
affected thereby, and each provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.
Time is of the essence in this Lease.
SECTION 21.8 Successors. This Lease and the covenants and conditions herein
contained shall inure to the benefit of and be binding upon Landlord, its
successors, and assigns; and shall be binding upon Tenant, its heirs, executors,
administrators, successors, and assigns; and shall inure to the benefit of
Tenant and only such assigns of Tenant to whom the assignment by Tenant has been
consented to by Landlord.
SECTION 21.9 Modification. Except as herein otherwise provided, no subsequent
alteration, amendment, change, or addition to this Lease shall be binding upon
Landlord and Tenant unless reduced to writing and signed by both parties.
SECTION 21.10 Authority. Tenant agrees that each individual executing this Lease
on behalf of Tenant covenants, warrants and represents: (a) that such individual
is duly authorized to execute and deliver this Lease on behalf of Tenant in
accordance with Tenant's organizational documents; (b) that this Lease is
binding upon Tenant; (c) that Tenant is duly organized and legally existing in
the state of Iowa; (d) that upon reasonable request, Tenant will provide
Landlord with true and correct copies of all organization documents and
amendments thereto; (e) that the execution and delivery of this Lease will not
result in any breach or constitute a default under any mortgage, deed of trust,
loan agreement, financing statement, credit agreement, loan, lease, partnership
agreement, contract or any other instrument to which Tenant is a party or by
which Tenant may be bound.
IN WITNESS WHEREOF, the parties hereto have signed this instrument the
date and year first written above.
"LANDLORD"
IFBF PROPERTY MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx, President
"TENANT"
FBL FINANCIAL GROUP, INC.
BY: /s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Chief Executive Officer
FARM BUREAU MUTUAL INSURANCE COMPANY
BY: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Chief Executive Officer
IOWA FARM BUREAU FEDERATION
(signing only for the purpose of indicating agreement to Sections 1.4.B and 3.5)
BY: /s/Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx, President
EXHIBIT A
FLOOR PLANS OF FARM BUREAU BUILDING
INDICATING LEASED PREMISES
EXHIBIT B
BUILDING OPERATING COSTS
(1) Real Estate Taxes and any increases in Real Estate Taxes as defined
and set forth in Article VI of this Lease.
(2) All insurance premiums and costs relating to the Buildings,
including but not limited to the premiums and costs of fire, casualty and
liability coverage, rental abatement, earthquake insurance, and any other
insurance that Landlord reasonably deems necessary for the Buildings, except
loss of rents coverage.
(3) All utility costs (net of rebates from utility companies),
including without limitation, water, electricity, gas, heating, lighting, sewer,
waste disposal, security, air conditioning and ventilating costs and all other
charges and expenses relating to services for the Buildings, unless those costs
and expenses are separately metered or charged to the Leased Premises, in which
event Tenant shall pay those costs and expenses.
(4) Maintenance costs incurred by Landlord under section 5.1, including
without limitation, all supplies, material, labor and equipment, and all
maintenance and janitorial service agreements.
(5) All maintenance, repair and other costs relating to the Common
Areas, including without limitation, sidewalks, landscaping, service areas,
driveways, parking areas, walkways, building exteriors, including painting,
signs and directories, including for example costs of resurfacing and
re-striping parking areas.
(6) Amortization, together with reasonable financing charges, of
capital improvements made to the Buildings which may be required by any
governmental authority or which will improve the operating efficiency of the
Buildings (provided, however, that the amount of the amortization for
improvements not mandated by governmental authorities shall not exceed in any
year the amount of costs reasonably determined by Landlord that have been saved
by the expenditure either through the reduction or minimization of increases
which would otherwise have occurred).
(7) Any parking charges, utilities, surcharges, or other costs levied,
assessed or imposed by, or at the direction of, resulting from statutes or
regulations, or interpretations thereof, promulgated by any governmental
authority in connection with the use or occupancy of the Leased Premises or the
parking facilities serving the Leased Premises.
(8) The cost of professional fees including, but not limited to, legal
and accounting fees and an annual audit, if any, of the Property.
(9) The deductible amount of any insurance claim.
(10) All of Landlord's other costs in managing, maintaining, repairing,
operating and insuring the Buildings.
