Exhibit 10.5
LEASE AMENDMENT NUMBER TWO
This Lease Amendment Number Two ("Amendment") dated as of the 8th day of
February, 2001 is entered into by and between Xxxxxx & Xxxxx, a Nebraska
corporation ("Landlord"), and Union Bank and Trust Company, a state banking
corporation ("Tenant").
WITNESSETH:
Whereas Landlord and Tenant entered into that certain Office Building
Lease dated as of June 21, 1996, and amended June 11, 1997 (the "Lease"), and
Whereas Tenant has exercised its Option to Lease Children's Museum Area
as an addition to its Premises Area as provided in Section 1.17. of the Lease,
and
Whereas Landlord and Tenant desire to agree to an extension of the
Termination Date of the Lease in order to have a common Termination Date for the
original space and the additional space, and
Whereas Landlord and Tenant desire to add additional years to the Lease
Term in consideration of Landlord providing a Tenant improvement allowance, and
Whereas Landlord and Tenant desire to modify the Lease to allow Tenant
to sub-lease part of the additional space, and
Whereas Landlord and Tenant desire to agree to certain terms that allow
the additional space to be charged Monthly Rental at a rate different from that
of the original space, and
Whereas Landlord and Tenant desire to agree to certain terms that
provide for Landlord to construct both Landlord improvements and Tenant
improvements in the additional space and to define responsibilities for
planning, review, construction and payment, and
Whereas Landlord and Tenant desire to establish separate Monthly Rental
terms for storage space and office space within the additional space, and
Whereas Landlord and Tenant desire to modify certain other provisions of
the Lease consistent with the modified space and rental terms,
Now Therefore, in consideration of the foregoing and other good and
valuable consideration and the premises contained herein, the parties hereto
agree as follows:
1. Premises Area. The parties agree that Section 1.7. of the Lease shall
add to the existing 4075 square feet of space, the additional office
space of 10,363
square feet and additional storage space of 2,626 square feet. The
total of office space shall be 14,438 square feet.
2. Initial Rental Per Square Foot The parties agree that Section 1.8.
shall be amended to add that the initial annual gross lease rate for
the additional storage space shall be $3.00 per square foot. Further,
Section 1.8. shall be amended to add that the initial annual gross
lease rate for the additional office space shall be $8.50 per square
foot.
3. Suite Number. The parties hereto agree that Section 1.10 shall be
amended to add that the additional space provided by this Lease
Amendment shall have the additional Suite Number of 103.
4. Lease Term. The parties hereto agree that Section 1.10 of the Lease
shall be amended to provide that the Lease Term shall be twelve (12)
years dating from the original Lease Commencement Date of July 1,
1996.
5. Option Terms. The parties hereto agree that Section 1.11 of the Lease
shall be amended to provide that the second of the two Option Terms
shall be five (5) years instead of four (4) years as previously
provided. Landlord was successful in purchasing property underlying
part of the Premises and such purchase removed the limitations of a
land lease that had previously limited the term of the second of the
two Option Terms. The two Option Terms as herein reaffirmed are
applicable following the extended Lease Term and new Termination Date
of June 30, 2008, as provided by this Amendment.
6. Commencement Date. The parties hereto agree to amend Section 1.13 of
the Lease to add that the Commencement Date for the additional space
covered by this Amendment shall be the date that Landlord delivers the
additional space for occupancy and Tenant accepts such additional
space under the terms of Section 3.3. Acceptance of Premises. herein.
7. Termination Date. The parties hereto agree to amend Section 1.14 of
the Lease to provide that the Termination Date for ail parts of the
Premises Area and of the Lease shall be June 30, 2008, or as extended
pursuant to Section 3.4. of the Lease.
8. Initial Monthly Rental. The parties hereto agree to amend Section 1.15
to provide that the Initial Monthly Rental for the additional office
space shall be the Initial Rental Per Square Foot of $8.50 times the
10,363 square feet of additional office space of the Premises Area,
divided by twelve (12) months ($8.50 x 10363 = $88,085.50 divided by
12) for an amount of $7,340.46. Further, the Initial Monthly Rental
for the additional storage space shall be the applicable Initial
Rental Per Square Foot ($3.00) times 2626 square feet of the
applicable Premises Area, divided by twelve (12) months. The Initial
Monthly Rental for the additional storage space shall be $656.50,
starting on the Commencement Date applicable to such space as provided
in this Amendment.
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9. Tenants Percentage. The parties agree That Section 1.17 of the Lease
shall be deleted because determining a percentage that the Premises
Area is to the total Building Area is not necessary for allocation of
Building expenses which was the original purpose for calculating the
percentage.
10. Final Plans. The parties hereto agree that Section 1.22 shall be
amended to add that the Final Plans for the Premises added by this
amendment shall be as shown on Exhibit A, as attached hereto.
11. Possession. The parties hereto agree that Section 3.2 shall be amended
to provide that Landlord shall deliver possession of the additional
Premises to the Tenant upon completion of the work to remodel the
space and upon Tenant accepting the addition to the Premises as
provided in Section 3.3 herein, and that the date of such acceptance
by Tenant shall be the Commencement Date for the additional Premises
Area as provided by this Amendment.
12. Acceptance of Premises. The parties hereto agree that Section 3.3
shall be amended to provide the following addition to the previous
language, and that such addition shall be applicable to the additional
Premises Area of this Amendment:
Landlord shall construct both Landlord and Tenant improvements to
the additional Premises in accordance with the Final Plans
described in Section L22 herein, and according to terms of the
Work Letter and Schedule 1 detailed as Exhibit 13 and attached
hereto. Landlord will provide Landlord improvements, as detailed
in Schedule 1 to Work Letter and attached hereto, at Landlord's
sole cost, including replacing exterior windows on the 0 Street
side of the additional Premises with thermal pane glass. Tenant
Improvements, as detailed in Schedule 1 to Work Letter and
attached hereto, shall be provided by Landlord, but the cost of
such Tenant Improvements, except for Tenant Improvement Allowance
as provided herein, shall be paid by Tenant upon written invoice
and documentation provided by Landlord. Tenant shall timely
review and approve plans and changes to plans for Tenant
improvements as provided in the Work Letter so that any delay in
Acceptance of Premises and Possession by Tenant shall not be due
to delays caused by Tenant.
13. Option to Extend Term. The parties hereto agree that Section 3.4.
shall be amended to provide that the second option period shall be
five (5) years as amended in Section 1.11. herein. Further, Section
3.4. shall be amended to provide that the Option Terms shall include
Tenant's right to extend the Lease Term of the additional office space
of 10,363 square feet and the additional storage space of 2,626 square
feet. The Monthly Rental for the additional
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office space during the first and second Option Terms shall be the
Monthly Rental for the final year of the Lease Term, as determined by
the Initial Monthly Rental plus Monthly Rental Adjustment, and
adjusted for the first year of the first Option Term and each
succeeding year of the Option Terms, if exercised, as provided in
Section 4.2 for the original Premises Area of the Lease. The Monthly
Rental for the additional storage space shall be based upon the annual
gross lease rate of $3.50 per square foot for the first year and each
succeeding year of the first Option Term, if exercised, and the annual
gross lease rate of $4.00 per square foot for the first year and each
succeeding year of the second Option Term, if exercised.
14. Monthly Rental Adjustment. The parties hereto agree that Section 4.2.
shall be amended to add five years to the Monthly Rental amounts
applicable to the original Premises Area as follows:
LEASE ANNUAL GROSS MONTHLY
YEAR LEASE RATE RENTAL
8 to 6/30/04 13.83 $4,696.44
9 14.16 $4,808.50
10 14.49 $4,920.56
11 14.82 $5,032.63
12 to 6/30/08 15.15 $5,144.69
The parties hereto further agree that Section 4.2 shall be amended to
provide that the Initial Monthly Rental for the additional office
space added to the Premises Area by this Amendment shall be adjusted
beginning in Lease Year Seven (7) and each succeeding Lease Year of
the Lease Term by adding thirty-three cents ($.33) to the Annual Gross
Lease Rate of the previous year. Adjustments to Monthly Rental for the
additional office space during the Option Terms shall be as provided
for the original Premises Area in Section 4.2 of the Lease.
The parties hereto further agree that Section 4.2 shall be amended to
provide that there shall be no adjustment to the Monthly Rental for
the additional storage space except as provided in the amendment to
Section 3.4. herein.
Monthly Rental amounts for the office space of 10,363 square feet
added by this Amendment shall be as follows:
LEASE ANNUAL GROSS MONTHLY
YEAR LEASE RATE RENTAL
Partial year to(00)6/30/01 8.50 $7,340.46
6 01 8.50 $7,340,46
7 02 8.83 $7,625.44
8 03 9.16 $7,910.42
9 04 9.49 $8,195.41
10 05 9.82 $8,480,39
11 06 10.15 $8,765.37
12 to 6/30/08 10.48 $9,050.35
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15. Consent Required. The parties hereto agree that Section 12.1 of the
Lease shall be amended to provide that it is understood as a condition
of Tenant leasing the additional space that Tenant will sublease a
portion of the additional space to Nel Net, and Landlord does not
require any further notification of such subletting and Landlord
waives its review rights as provided in Section 12.1 of the Lease, and
hereby consents to such subletting. Additional subletting by Tenant of
part or all the additional space is agreeable to Landlord, but shall
be subject to the review and consent terms and conditions of Section
12.1 of the Lease.
16. Tenant Improvement Allowance. The parties hereto agree to add Section
15.26 to the Lease that provides that Landlord will pay $30,000 toward
Tenant Improvements for the additional space added to the Premises by
this Amendment ("Tenant Improvement Allowance") in consideration for
Tenant extending the Lease Term by two years beyond the five year term
specified in the Option to Lease Children's Museum Area as provided in
the first Lease Amendment of June 11, 1997, and as exercised by
Tenant.
17. No Other Changes. All of the terms and conditions of the Lease,
including the amendments contained herein, shall remain in full force
and effect except as may be subsequently amended by written agreement
of both the parties here to.
The parties agree that in the case of any conflict between the
provisions of this Amendment Number Two and the information contained
in Exhibits A, B and Schedule 1 hereto, this Agreement shall control.
IN WITNESS WHEREOF, the parties hereto hereby execute this Lease
Amendment Number Two as of the day and year first above written.
TENANT:
Union Bank and Trust Company, a state banking corporation
By: /s/ Xxxx Xxxxxx
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Printed Name: Xxxx Xxxxxx
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Title: Senior Vice President and Cashier
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LANDLORD
Xxxxxx & Xxxxx, a Nebraska corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
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Printed Name: Xxxxxx X. Xxxxxxxx, XX
--------------------------------------------
Title: President
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STATE OF NEBRASKA )
) ss.
COUNTY OF LANCASTER )
The foregoing instrument was acknowledged before me this 12th day of
February, 2001, by Xxxx Xxxxxx, Union Bank and Trust Company, a state banking
corporation, on behalf of said corporation.
/s/ Xxxxx X. Xxxxxx
------------------------------------
Notary Public
STATE OF NEBRASKA )
) ss.
COUNTY OF LANCASTER )
The foregoing instrument was acknowledged before me the 8th day
of February, 2001, by Xxxxxx X. Xxxxxxxx, XX, President of Xxxxxx & Xxxxx, a
Nebraska corporation, on behalf of said corporation.
/s/ Xxxxxxx Done
------------------------------------
Notary Public
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(d) Landlord reasonably believes will reduce the market value of
the Premises or the Building at the end of the Term;
(e) Does not conform to applicable building code or is not
approved by any governmental authority with jurisdiction
over the Premises; or
(f) Does not conform to materials, appearance and workmanship
generally used in the Building.
9. Schedule of Tenant Improvement Activities. Approval of the Tenant
Space Plan, referred to as Final Plans in the Lease and attached as Exhibit A
dated 2-12-01 , and/or any revisions thereto specifically requested by the
Tenant, shall be indicated by signature upon the Tenant Space Plan by both the
Tenant's Representative and the Landlord's Representative. Upon such evidence of
approval by both parties, the Tenant Space Plan shall serve as the basis for
preparation or construction documents for the proposed improvements and the area
set forth on the Tenant Space Plan shall constitute the minimum area to be
incorporated in the Lease.
Landlord shall provide Tenant copies of plans, working drawings
and change orders for Landlord and Tenant Improvements. Within five days of
receipt, Tenant shall provide Landlord written approval, or shall notify Tenant
of concerns relating to plans, drawings or Change Orders referenced in this Work
Letter.
10. Change Orders. Either Landlord or Tenant may initiate in writing
changes to the project during construction ("Change Order"). Tenant shall submit
such Change orders for Tenant Improvements to Landlord for approval and to be
incorporated in the schedule of work and to be submitted to Landlord's
contractor if applicable. Landlord shall submit Change Orders for Tenant
Improvements to Tenant for approval and to be incorporated in the schedule of
work and to be submitted to Landlord's contractor if applicable.
11. Completion and Commencement Date. Tenant's obligation for the
payment of Rent pursuant to the Lease will commence on the Commencement Date, as
provided in the Lease.
12. Responsibility for Other Improvements. Tenant will be responsible
for the design, function and maintenance of all additional improvements required
by Tenant, but which are not listed in "Landlord and Tenant Improvements" of
Schedule 1, whether or not approved by Landlord or installed by Landlord at
Tenant's request.
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AGREED AND ACCEPTED this 12 day of February, 2001.
XXXXXX & XXXXX
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-----------------------------------------
Title: President
Union Bank & Trust Company
Tenant
By: /s/ Xxxx Xxxxxx
-----------------------------------------
Title: Senior Vice President and Cashier
