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Home My WebLink About638300222363444207) �Z.-8.5011A FIRST. NATIONAL BANK i / 1 'OF MONTANA,�'INC _mot t MODTFICAf�ION'OP A`SITE-'PLAN 2405 Wes.t_Main' Street; IFJK Properties,Inc. i `April 6, 2001 iL i t i Jpp � i 1 Z 85011 A i � t u r� z� z t) T Tj I':__YL 1 7= n. PT D �T (_,P _22i C � i I. i � l I i i . I i i i i � i I . ! � � i l i l i � j i i i I I P7 D T E T7- z -DOO Ll 1 I First National Bank of Montana Darrell Berger Commercial Loan Officer eIII:581-2762 dome:(406)582-0976 5 W.'M�'n * Bozeman,MT 59718 E-mail:darrelllberger@aol.com E3Y 4 ''^ APR 0 6 2001 CITY Pu4NMiNu CITY O)F BOZEMAN DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT ALFRED M. STIFF PROFESSIONAL OFFICE BUILDING - 20 EAST OLIVE STREET P.O. BOX 1230, BOZEMAN, MONTANA 59771-1230 (406) 582-2360 FAX (406) 582-2363 APPLICATION FOR AMENDMENT/MODIFICATION OF A PLAN APPROVED�I 1 1� /i AFTER THE FEBRUARY 12, 1990 ADOPTION OF THE �� BOZEMAN ZONING ORDINANCE Per Section 18.52.070.B, Bozeman Zoning Ordinance, amendment or modifications of a plan approved after the February 12,1990 adoption of the Zoning Ordinance shall be submitted to the Planning Director for review, and may be approved by the Director upon finding that the amended plan is in substantial compliance with the originally approved plan. If it is determined that the plan is not in substantial compliance with the originally approved plan, the application shall be resubmitted as a new application and shall be subject to all plan review and approval provisions of this chapter. 1. Name and mailing address of property owner: �� RA pe�'�l eS —L ►y L a'® �S+ l d_-,1, DR L LW_ QZP,v�,a.J WTPhone: C�-7_5— 2 �/ 2. Name and mailingadd of applicant: . T[ P_S`� 0 a+_ t o oaA &�,A 6F Vt ! =a ress rrL J4o�5-101 yY( Phone: 3. Address of property to be altered: 614 CL�— (Q SuA e— 3 a-e�o Q O CT 0. cpr j 4. Name of Business (if applicable): -ri tTl c 5. Explanation of amendment/modification: Q o l4eP ui f O s a m di 7►cal'l oASS vq ,tiAe Zs 2 copies of a revised plan, drawn to scale, must be submitted with this application which clearly shows the amendment/modification. I hereby certify that the above information is true and cE ect to the est of rr�y knowledge. cA act xm v, ®� mo LJ�QJcc t~ Applicant's Sign re As owner of record of the above-described property, I hereby certify that I do not oppose the submittal of this application, and would not object to the ro sed amendme t/modification of said property as described herein. ) PA�rZ� t, k)C_ Property Owner's Si Oture i APPLICATION FOR AMENDMENT/MODIFICATION OF PLAN APPROVED AFTER 2/12/90 PAGE I i CITY IOZEMAN DEPAR ENT OF PLANNING AND CO UNITY DEVELOPMENT Street address: Alfred M.Stiff Professional Building Phone: (406) 582-2360 p �• : r t 20 East Olive Street Fax: (406) 582-2363 co ro�'�' Mailing address: P.O.Box 1230 E-mail: planningC'bozeman.net Bozeman,Montana 59771-1230 World wide web: www.bozeman.net i April 11, 2001 First National Bank of Montana, Inc. Darrell Berger 211 N. Higgins, Suite 202 Missoula, MT 59802 Re: File#R-01.13 -Re-Use Application- First National Bank of Montana, Inc. Dear Mr. Berger: The Re-Use Application for the property at 2405 West Main Street, to allow the re-use of the commercial space as a bank, has been approved subject to the following conditions: 1. Building Permits rust be obtained prior to commencement of work; and, . I 2. Sign Permits are required for any proposed or modified signage. Thank you for your cooperation in this review process and good luck with your project. If you have any questions, feel. free to call. Sincerely, Andrew C. Epple, AICP Director,Planning and Community Development Enc. ACE/jlw cc: Building Division Craig Brawner, City Engineer Debbie Arkell, :Director of Public Service Vicki Hasler, Code Compliance Officer planning• zoning • subdivision review • annexation • historic preservation housing • grant administration neighborhood coordination 1 { r c First National Bank of Montana Darrell Berger Commercial Loan Officer Cell:581-2762 Home:(406)582-0976 2405 W.Main Bozeman,MT 59718 E-mail:darrelllberger@aol.com co CITY OF BOZEMAN DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT ALFRED M. STIFF PROFESSIONAL OFFICE BUILDING - 20 EAST 01,I5�-., Py P.O. BOX 1230, BOZEMAN, MONTANA 59771-1230 (406) 582-2360 FAX(406) 582-2363 APR p 2 2001 APPLICATION FOR AMENDMENT/MODIFICATION OF A PLAN APCWWfJ ANN1NG AFTER THE FEBRUARY 12, 1990 ADOPTION OF THE BOZEMAN ZONING ORDINANCE _01 I3 Per Section 18.52.070.B, Bozeman Zoning Ordinance, amendment or modifications of a plan approved after the February 12,1990 adoption of the Zoning Ordinance shall be submitted to the Planning Director for review, and may be approved by the Director upon finding that the amended plan is in substantial compliance with the originally approved plan. If it is determined S that the plan is not in substantial compliance with the originally approved plan, the application W_�AA shall be resubmitted as a new application and shall be subject to all plan review and approval J"'"___ 0 provisions of this chapter. 1. Name and mailing address of property owner: ?aR a iAA 1)00r kLC f• 1 , l 1LY KIT U 1►1 yQ+J�u Q S . ��.)L Phone: 2. Name,and mailing address of applicant: l S` IV ��,t,� r -�1 f�iC�fJS St.lt` �0 _ �L�I�II ry I (�� L ( Phone: ��I— 1-1 I J b 3. Address of property to be altered: 0 q t �a' t oP5 02 ©S I�PSG G{ I , \\ ` 4. Name of Business (if applicable): ( Nu c 0 y'f &jk �&! }� C' ( N 5. Explanation of amendment/modification: 2 copies of a revised plan, drawn to scale, must be submitted with this application which clearly shows the amendment/modification. I hereby certify that the above information is true and correc to the best of my knowledRt� } , Applicant's Signatl9e As owner of record of the above-described property, I hereby certify that I do not oppose the submittal of this application, and would not object to the proposed amendment/modification of said property as described herein. Property Owner's Signature APPLICATION FOR AMENDMENT/MODIFICATION OF PLAN APPROVED AFTER 2/12/90 PAGE I I 4067635351 03/28/2001 08: 22 4067635to C TAYLOR & S JfON PAGE 01 z f.. r� a r a Date: Wednesday, March 28, 2001 ` To: First National Bancorp,. Inc. William E. Partaa' Phone: 406-829-2674 Fax: 406-549-8517 E.T A LAND A Steve Olson ' 'hone: 406-763- 116 rs Fax: 406-763-5351 &Maik steveolson2000*aoLcom Pages:. 3 Subject: Sublease Document I had some problems downloading this document, so gust to make.surez here zs a hard copy for your review. 03.128/2001 08: 22 4067635351 C TAYLOR & S 0 PAGE 02 SUBUASTt TWS.SUB IASL eztered.into.as oftlie first day of Ali J ,20;],by•ar_rt betwtqw?`rst National$araoorp, lac.,.a.MiDuAaa.Corporation,.("Subtetmt")and Cutoat.Cominuuications_.Iac., a-7elavare corporation("Sttb1wW€ord7). RECITA The background of this Sublease is as fvltows. A. Sublartdk7rcl-entered into a.Commercial Lease Asareement(the"Lmse")doted Sep@esnber 27, with Paradigm Propefties,LLC,and West Main Venw es,Lw,.("�na3tntx:"),a Dopy pfwhich isattftoW hereto as Exhibit A. Tl e Lease has not been modified or amended. R. 3Pursualrt to,the I.rase..sulalandlord is the"Tenam"und:er.the Lease of U. -mi 04 O&twood Square. 2405.West Main,,l3ozman,-Montana(the"Leased pmli:Q ,). C. Sublatsdload desires to sublet to SubtenwA and Subterem desires to mWet:&om Sublar4vrd the. Leased Property. £gar Voorf and valuZla=sidea:atuua,in money or moneys.worth,the rie:aeiptaid•suffliciewy of which-is .hereby a,oknowledgec�tho parties.hereby agree as follows: I. 'S . .Sub.lalAoxd hereby sublets dhe Leased Pmpetty to Subtenant eommetiong.as.of April 1,2001, Subteraatrt shall be entitled to use the Leased Property only for office space. Z. Leme 1-ciu .. Subtandlord and yubunard hereby agree that the terms and conditions of the Lease shall;govern this Sublease,including wkhout-ttmi=iort,zhe-zerrn of this Sublease and the rentals and seeurity deposit pay$ble•herewsdder,V0 ,notwithstanding the terms o€the Leage,Subt to attali have the fight to tt rnrizgate•tkris Strtsleage upon dlilty{30)-clays wufhwn 1wtim to 1;.am#ere-arid•Surlandlord- P+or purpcses ofthc foregoing:•(a)the term"Landtmd,7 as used in the Lease shall be t-eplaced by"Sublandlord"fern purposes.of this Sublease,and(b)ttse tatuni"Teawf'.s1a&rl1 be rephwzd•by"Subumayri"for.purposes of s SuWem- -Sabtwaut agrees to,perform each and cv'er)term of the Lease and may fulfill such obligations•lry p$kpn&and pet€omms the terms of the Lease directly to the t:.aandlatd• If Subtenant swishes to mrcise any.opticrtsl right of the Sublan tt rd uxtder.the.Leas_eOUC v33ug,withut TMlitation,to extend.tlie tents of the Lease},upon uorice to Subtandleced f3•ntu Stibterant, Subhtmdlord will exercise the right in the manner nner the Subteenwit directs. 3. Ac gtfonaY Ymn . In addition to the term,.of the Lease incorporated.herein,the following terms aaui rrn didom blta{2 apply to arid govern this'Sublease: �.a) 5srj2o. Subtenant Mall pay kr,proptofionate share of the cost to v*ktain building mechanical system,iza4uding'but not limited HVAC,plumbing,etectiacal, and ligMing•fir Phe.Common•.Aseas:sand the Leased Property. (b} P,mkig • SuNeew kall insurea employees to-park on side•streets wyhere and when po%sibleto and rewivetht statauttsm parking lot for oasioomers. (c) Sigma. Signage shaft conform to all 4uondomi6um association etesigo and location criteria,local and state.codes and be solely at Sub!ensnt's expense. 4- No iti SnWenznt's:address for purposes of the notice parasxaph of the Lease is: 24-05 West Naiv,#4,-8rzmm AMotrtena 59718. Nolke sbdl be giveu to Sublanfflwd at 7a3O She6am I'Nive,Bonmaa� �lvrttar�59`"f F S- 031/2 1 8/2001 08:22 4067635351 C TAYLOR & S O*N PAGE 03 5. C'gm its This Sublease.and-the LatAord's Omsew tbzt fohyws r"y be 4mo=edin-am number-ofcounmmj arts,aH of wluch takca wgedia shdl consdmte one.and the-,same instrumeat. ease to -he executed in this Sublease as of the IN V#7TDMSS WI-MREOF,the payties bave caused tbF,Subl date first writteii above. FIRST NAMONAL 13ANCORP,DqC By. Its-- CUTTBROAT-COWUNICATIONS,INC, -LANDLORD'S CON Pw,quarn to-Seuian 24-of-the Commercial Luse Agreemerd,-dated September 2.7,2000,the uadersiped {urge!heras"Landkwtr)txmsent to the,fixWing:Sublease. Dated_day of 20GI. PARADIGM PROPERTEB,LLC By: Its: MIST MAW VENTUXES,INC. By: Its: Back Door :Chair € s s ................:........i................i........i.......�........j.... ....t........................z...............:.... .. .....i........�.......y.,..... I.. ............... ......._....... ......._....... .. _ .. _ . .. _ . ....... .. _....... 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Front Door Windows Yellow=chairs violet-file cabinets turqoise=teller line Orange= Desk brigth gren=credenza Pink=Copier/fax olive green=dividers 04/03/2001 12:30 4067635351 C TAYLOR & S OLSON PAGE 06 04/e3/2081 13:01 681649as MISS INVESTMENTS PPGL a4 EM OF BOA DEPART yr PLAPMG AM C1DADIUMrY DEVE PMNT AI.p FM W.STIPI:PSLO S AL OMC8 BI3iIDM-24 ZAST OLIVE SIT.EE`I' *M 5ffi FAXt4DQ 5SZ4M r .jVF A'i MTCAuoN POR Ai ffmDamtri oD(ROATM GIP A,PLAID AiePi4ov]P D APR 0 3 2001 AVM UM 7i?MUAW i2,,1M,aWrMrf OF TM aozzmm ZOMGo=v4 CITY PLANNING itr s=dae 102r07l1A Batmn = AMM&bWat momcmi a of a Flan +pps+Q+�ad sflat{�a T:�cu�► Z��depfaa oI�Zaaiag ehau ba W mi&d m t3,e Plii 3Qtreetar rev+bw;and fat the • a:arnded F3aa�is subst�I Co�lit�e w�LDe oat�aibg:app�p>xd�. igit is�� t>sast iEa pies it nos;a:nbstns��l aompliseae�the o:igfnniiy�Dmvm�Pion.the appticatio�E i bc,zs ittad as anew Qpl,cMian aed etaali•bR.snVvw tt+ali ptm mim and appi*WA provir;m Of ft ebqm I. Nn�e aad arming ad8xtei oPpropettl+usun�: a tfle �� ILL Q4 • fr• r r�1 ��•••�� 1�Y 1�'jtU:a� ` r 3. AdriiPm ofpcapezyto be alias*&: .Mo lt' zp&d&* of 4. '�t a �1 I+tsate ag8asiiaesa�IPag�Fiwhl�): `i '''� �_ �j� - L i�iacsala}csnafante�m�4abed�t4aacros: r . 'i cogwa 4i'�revietd plan,drswn W tsaie.m„at Ge ssrbaisted vim tTsis appli�atinn x�itic}r t:lsacly $bows do Zberday chat aboxc iafarnt�ipn is aa�d cow ft be0 of km largT cF" 1L_ SWORN AppQ�aot'i 0 ofmcwda As � ifi,e above�d ptopmfy4 I bmi*ycofify DWIdb set appm ibe WAWW;Mai o«rddfi apaww r,ad wmd nat ot6m to the proposed amendmonD�n ,wd uoII o[ nid pmparty as decMbed kirxain OwnCt's • itaieirRDfi�KG<Opam�nlOD�1RCA�eor+L DAPJiYtaRSAa PAGE? 1 � • LEASE AGREEMENT THIS LEASE made this_4 h_day of April ,2001 Between FJKPropcqies Inc ,hereinafter referred to as"Landlord",and_ First National Bank of Montana Inc. hereinafter referred to as"Tenant" 1.Premises The Landlord, hereby Leases to Tenant,those certain premises designated on the Plans attached hereto as Exhibit A and incorporated herein by this reference(the"Premises")consisting of a total of approximately 1339.5 square feet of space(Rentable Area)in Suite 2 of the building known as Q,akwood Square Condominium__located at 2405 West Main Street Bozeman Montana. Suite 2 hereinafter(the "Building"), located on the real property more particularly described on Exhibit B attached hereto and incorporated herein by this reference,together with a non-exclusive right, subject to the provisions hereof,to use all appurtenances thereunto,including,but not limited to,parking garage,parking areas and any other areas designated by Landlord for use by tenants of the Building(the Building, real property on which the same is situated,parking areas,other areas and appurtenances are hereinafter collectively sometimes called the"Building Complex"). For purposes of this Lease,"Rentable Area"shall mean a measure of area expressed in square feet computed by measuring the distance between the center of thewalls which enclose the floor to the inside finished surface of the dominate portion of the permanent outer building walls, exclusive of any major vertical penetrations of the floor and inclusive of columns and projections necessary to the building and inclusive of any demising walls. Major vertical penetrations shall mean stairs,elevator shafts,flues, pipe shafts,vertical ducts and the like,and their enclosing walls,which serve more than one floor of the building,but shall not include stairs,dumbwaiters,lifts and the like,exclusively serving a tenant occupying the leased premises. This Lease is subject to the terms,covenants and conditions set forth herein and Tenant and Landlord each covenant as a material part of the consideration for this Lease to kept and perform each and all of said terms,covenants and conditions to be kept and performed by them. 2.TERM (a) The term of this Lease shall be for ne ( 1 )year,(the"Primary Lease Term"commencing at 12:01 a.m.on 4 April ,2001,(the "Commencement Date")and terminating at 12:00 midnight on 3 April.2002(The"Termination Date"),unless sooner terminated pursuant to the terms hereof;the Commencement Date shall be effective immediately. Thereafter the tenant may occupy month to month up to a period of 6 months. During this afore mentioned period(months 13 through 18)the monthly base rent shall remain at$1339.50 per month. Thereafter,one additional extension of up to six months(months 19 through 24) shall be granted on a month to month basis for a monthly rent of$1383.29. (b) It;as a result of the postponement or acceleration of the Commencement Date,the term would begin other than on the first day of the month,Tenant shall pay proportionate rent based on a 365 day year (also in advance)for such partial month and all other terms and conditions of this Lease shall be in force and effect during such partial month,and the end of the tern hereof shall be adjusted to a date which is the last day of the month ear after the Commencement Date. Tenant agrees to execute and deliver to Landlord, in form attached hereto as Exhibit C,an Estoppel and Commencement Date Certificate,within ten(10)days of the date the term commences,certifying as to the actual commencement and termination dates of the term,the rent commencement date,if different,and such other matters as may be required by Landlord. 3 Rent Tenant shall pay to Landlord,rent for the Premises("Base Rent")as follows: (a) During the fast year the sum of 16 074.00 per year payable in equal monthly installments of 1339 50 1 Tnitials �,�� 2 All installments of Base Rent shall be payable in advance,on the first(1 st)day of each calendar month during the term hereof. Rent for the first and last months of the term hereof shall be prorated based upon the number of days during each of said months that the Lease term was in effect. One monthly installment of Base rent shall be due and payable on the date of execution of this Lease by Tenant. All Base Rent shall be paid without notice, demand,deduction or offset,except as otherwise provided in this Lease at the office of Landlord or to such other person or at such other place as Landlord may designate in writing. Tenant shall pay to Landlord as "Additional Rent"all other sums due under this Lease. 4. SECURITY DEPOSIT One months lease payment to be held in a non interest bearing account. 5. Rent Adjustment (a) The following terms shall have the following meanings with respect to the provisions of the Section 5: (1) "Additional Rent""shall mean an amount equal to $430.03 per month. This amount shall consist of County and City taxes plus monthly condominium dues. In the event that the actual Operating Expenses represented by the Condominium dues during any year are less than the Base Operating Expenses,Tenant shall be entitled to any refund,credit or other form of reimbursement as may be provided to the Landlord by the Condominium Association. (2) "Building Rentable Area"shall mean all rentable space leased or available for lease in the Building. If there is a significant change in the aggregate Building Rentable Area,of a permanent nature,as a result of an addition to the Building, partial destruction thereof or similar circumstance, Landlords accountants shall determine and make an appropriate adjustment to the provisions herein. (3) "Tenantk Pro Rata Share:"of the operational costs represented by the condominium expenses shall mean_ a fraction,the numerator of which is the Rentable Area of the Premises (i.e., 1339.5 square feet)and the denominator of which is the Building Rentable Area (i.e, 17.85L8I square feet)and is equal to 07.87 %. At such time,if ever,any space is added to or subtracted from the Premises pursuant to the terms of this Lease,Tenant"s Pro Rata Share shall be increased or decreased accordingly. (4)"Operating Expenses"shall mean: A. All operating expenses of any kind or nature which are necessary, ordinary or customarily incurred with respect to-the operation and maintenance of the Building Complex as determined in accordance with generally accepted accounting principles. Operating expenses will be of two types,"Common elements Expenses"and"Unit Operating Expense". Common Elements Expenses shall mean all expenses of any kind or nature which are necessary,ordinary or customarily incurred by the association of unit owners(the "association")with respect to the operation and maintenance of the Common Elements as determined in accordance with generally accepted accounting principles. Unit Operating Expense shall mean aU expenses of any kind or nature which are necessary,ordinary or customarily incurred by the Landlord with respect to the operation and maintenance of the Unit as determined in accordance with generally accepted accounting principles. These expenses shall include but not be limited to (i) Costs of supplies,including but not limited to the cost of"relamping"all lighting as the same may be required from time to time; �. Initiate • • 3 (ii) Costs incurred in connection with obtaining and providing energy for the Building Complex,including but not limited to costs of propane,butane,natural gas, steam,electricity, solar energy and fuel oils, coal or any other energy sources as well as costs for heating,ventilation. and air conditioning services("HVAC"). (iii) Costs of water and sanitary and storm drainage services; (iv) Costs of janitorial and security services,if any; (v) Costs of general maintenance and repairs,including costs under HVAC and other mechanical maintenance contract;and repairs and replacements of equipment used in connection with such maintenance and repair work; (vi) Costs of maintenance and replacement of landscaping;and costs maintenance,repair stripping and repaving of parking areas,common areas,plazas and other areas used by Tenants of the Building Complex, including trash and snow removal; (vii) Any fees, costs or assessments imposed by any property owners association; (viii) Insurance premiums, including fire and all-risk coverage,together with loss of rent endorsement;public liability insurance;and any other insurance carried by the association of Unit Owners and/or Landlord on the Building Complex or any component parts thereof, (ix) Labor costs,including wages and other payments,costs to Landlord of workmen's compensation and disability insurance,payroll taxes welfare fringe benefits and all legal fees and other costs or expenses incurred in resolving any labor disputes; (x) Professional building management fees; (xi) Legal,accounting,inspection and other consultation fees(including, without limitation,fees charged by consultants retained by Landlord for services that are designed to produce a reduction in Operating Expenses or reasonably to improve the operation,maintenance or state of repair of the Building Complex)incurred for the normal prudent operation of the Building Complex and a general overhead and administrative charge equal to two percent(2%)of all Operating Expense: (xii) The costs of structural repairs and replacements made in or to the Building Complex or the cost of any machinery or equipment installed in the Building Complex in order to conform to any applicable laws,ordinances,rules,regulations or orders of any governmental or quasi- governmental authority having jurisdiction over the Building Complex(herein, "Required Structural Repairs") the costs of any capital improvements and structural repairs and replacements designed primarily to reduce Operating Expenses(herein,"Cost Savings Improvements");and a reasonable annual reserve for all other structural repairs and replacements reasonably necessary to permit Landlord to maintain the Building as a first class office building. The expenditures for Required Structural Repairs and Cost savings Improvements shall be amortized over the useful life of such capital improvement or structural repair or replacement)(as determined by Landlord's accountant),provided that the amortized amount of any Cost Savings Improvement shall be limited in any year to the reduction of Operating Expenses as a result thereof;and (xiii) Real Estate Taxes"including all real property taxes and assessments levied against the Building Complex by a governmental or quasi-governmental authority, including any taxes, assessments, surcharges,or service or other fees of a nature not presently in effect which shall hereafter be levied on the Building Complex as a result of the use,ownership or operation of the Building Complex or for any other z rncr;Ai 4 reason,whether in lieu of or in addition to any current real estate taxes and assessments;provided,however,that any taxes which shall be levied on the rentals of the Building Complex shall be determined as if the Building complex were Landlord's only property and provided further,that in no event shall the term"Taxes and Assessments",as used herein,include any federal, state or local income taxes levied or assessed on Landlord, unless such taxers are a specific substitute for real property taxes;such term shall,however,include gross taxes on rentals and expenses incurred by Landlord for tax consultants and in contesting the amount or validity of any such Taxes or Assessments(all of the foregoing are collectively referred to herein as"Taxes"). "Assessments" shall include any and all so-called special assessments, license tax,business license fee,business license tax, commercial rental tax,levy,charge or tax imposed by any authority having the direct power to tax, including any city, county,state or federal government,or any school, agricultural, lighting,water,drainage or other improvement or special district thereof,against the Premises,the Building or the Building Complex,or against any legal or equitable interest of Landlord therein. For the purposes of this lease,any special assessment shall be deemed payable in such number of installments as is permitted by law whether or not actually so paid. If the Building Complex has not been fully assessed as a completed project,for the purposes of computing the Real Estate Taxes for any adjustment required herein,the same shall be increased by Landlord"s Accountants, in accordance with their estimate of what the assessment will be,upon full completion of the Building Complex, including installation of all Tenant finish items. (xiv) Any other expense which under generally accepted accounting principles would be considered a normal maintenance or operating expense. If Landlord selects an accrual accounting basis for calculating Operating Expenses,Operating Expenses shall be deemed to have been paid when such expenses have accrued in accordance with generally accepted accounting principles. B. Operating Expenses shall expressly exclude Landlord's income taxes;leasing commissions, advertising and promotional expenses;interest on debt or amortization payments on any mortgages or deeds of trust,costs of repairs or other work occasioned by fire,windstorm or other casualty to the extent of insurance proceeds received;and any other expense which under generally accepted accounting principles would not be considered a normal maintenance or operating expense,except as otherwise specifically provided herein. (b). It is hereby agreed that commencing 2001 Tenant shall pay to Landlords as Additional Rent during the balance of the term hereof an estimate of Tenant's Pro Rata Share of Operating Expenses for the calendar year in excess of the Base Operating Expenses as reasonably estimated by Landlord,payable monthly, at the rate of one twelfth(1/12)thereof,on the same date and at the same place Base Rent is payable,with an adjustment to be made between the parties at a later date as hereinafter provided. Landlord shall deliver to Tenant,as soon as practicable following the end of any calendar year an estimate of the Operating Expenses organized to reflect the categories of Common Element Expense,Unit Operating Expense and Taxes and assessments for the new calendar year(the"Budget Sheet"). Until receipt of the Budget Sheet,Tenant shall continue to pay its monthly Tenant's Pro Rata Share of Operating Expenses based upon the estimate for the preceding calendar year. To the extent that the Budget Sheet reflects an estimate of Tenant's Pro Rata Share of Operating Expenses for the new calendar year greater than the amount actually paid on the date of receipt of the Budget Sheet for the calendar year,Tenant shall pay such amount to Landlord within thirty(30)days of receipt of the Budget Sheet. Upon receipt of the Budget Sheet,Tenant shall thereafter pay the amount of its monthly Tenant's Pro Rata Share of Operating Expenses as set forth in the Budget Sheet. As soon as practicable following the end of any calender year,but not later than May'l st,Landlord shall submit to Tenant a statement in reasonable detail describing the computation of the Operating expenses setting forth the exact amount of Tenant's Pro Rata Share of Operating Expenses for the calendar year just completed(the"Statement"),and the difference, if any,between the actual Tenant's Pro Rata Share of Operating Expenses for the calendar year just completed and the estimated amount of Tenant's Pro Rata Share of Operating Expenses paid by Tenant to Landlord. Notwithstanding the foregoing,Landlord's failure to deliver the Statement to Tenant on or before May 1 st,shall in no way serve as a waiver of Landlord's right under this Paragraph,but Tenant's Pro Rata share of Operating Expenses shall be suspended until statement is delivered to Tenant. To the extent that the actual 4 Tnitialc I/f✓f�/ 5 • • Tenant's Pro Rata Share of Operating Expenses for the period covered by the Statement is higher than the estimated Tenant's Pro Rata Share of Operating Expenses which Tenant previously paid during the calendar year just completed,Tenant shall also pay to Landlord such balance within thirty(30)days following receipt of the Statement from Landlord. Tot the extent that the actual Tenant's Pro Rata Share of Operating Expenses for the period covered by the statement is less than the estimated Tenant's Pro Rata Share of Operating Expenses which Tenant previously paid during the calendar year just completed,Landlord shall refund or credit the excess against any sums then owing or next becoming due from Tenant under the Lease. (c) If the Lease term hereunder covers a period of less than a full calendar year during the first or last calendar years of the term hereof,Tenant's Pro Rata Share of Operating Expenses for such partial year shall be calculated by proportionally reducing the Base Operating Expenses to reflect the number of months in such year during which Tenant leased the Premises(the"Adjusted Base Operating Expenses"). The Adjusted.Base Operating Expenses shall then be compared with the actual Operating Expenses for said partial year to determine the amount, if any,of any increases in the actual Operating Expenses for such partial year over the Adjusted Base Operating Expenses. Tenant shall pay Tenant's Pro Rata Share of any such increases within thirty(30) days following receipt of notice thereof. (d) Tenant shall have the right at its own expense and a reasonable time(after written noti•:a to Landlord)within one hundred eighty(180)days after receipt of the Statement to audit Landlord's books or request substantiating documentation relevant to the Additional Rent due under this Section 5. In the event Tenant does not audit Landlord's books and deliver the results thereof to Landlord within said 180-day period, the terms and amounts set forth in the Statement shall be deemed conclusive and final and Tenant shall have no fin-ther right to adjustment. In the event Tenant's examination reveals that an error has been made in Landlord's determination of Tenant's Pro Rata Share of Operating Expenses and Landlord agrees with such determination, then the amount of such adjustment shall be payable by Landlord or Tenant,to the other party as the case may be. In the event Tenant's examination reveals an error has been made in Landlord's determination of Tenant's Pro Rata Share of Operating Expenses,and Landlord disagrees with the results, Landlord shall have thirty(30) days to obtain an audit from an accountant of its choice to determine Tenant's Pro Rata Share of Operating Expenses. In the event Landlord's accountant and Tenant's accountant are unable to reconcile their audits,both accountants shall mutually agree upon a third accountant,whose determination of Tenant's Pro Rata Share of Operating Expenses shall be conclusive. (e) Landlord's failure during the Lease term to prepare and deliver any statements or bills„or Landlord's failure to make a demand under this Paragraph or under any other provision of this Lease shall not in any way be deemed to be a waiver of� or cause Landlord to forfeit or surrender its right to collect any items of Additional Rent which may have been due pursuant to this Paragraph during the term of this Lease. Tenant's liability for all Additional Rent due under this Paragraph 5 shall survive the expiration or earlier termination of this Lease. 6. Character of Occupancy (a)The Premises are to be used for full-spectrum financial services offices not inconsistent with the character and type of tenancy found in comparable first-class office buildings in the Bozeman area and for no other purpose without the prior written consent of Landlord. Tenant shall,at its sole expense, comply with all laws applicable to its use of the Premises and obtain all permits or licenses required for the transaction of business at the Premises. (b) Tenant shall not suffer nor permit the Premises nor any part thereof to be used in any manner, nor anything to be done therein,nor suffer or permit anything to be brought into or kept therein,which would in any way(i)make void or voidable any fire or liability insurance policy then in force with respect to the Building Complex, (ii)make unobtainable from reputable insurance companies authorized to do business in the state where the P:remises are located any fire insurance with extended coverage,or liability,elevator,boiler or other insurance required to be furnished by Landlord under the terms of any lease or mortgage to which this Lease is 5 Tnitia sj /,F 6 subordinate at standard rates,(iii)cause or in Landlord's reasonable opinion be likely to cause physical damage to the Building Complex or any part thereof, (iv)constitute a public or private nuisance,(v)impair, in the opinion of Landlord,the appearance,character or reputation of the Building Complex, (vi)impair or interfere with any of the Building services or impair or interfere with or tend to impair or interfere with the use of any of the other areas of the Building by,or occasion discomfort,or annoyance to Landlord or any of the other Tenants or occupants of the Building Complex,any such impairment or interference to be based upon the written notification by the Oakwood Condominium Association{vii)increase on an ongoing periodic basis the pedestrian traffic in and out of the Premises,or the Building above an unreasonable level, (viii)create waste in, on or around the Premises,Building, or Building Complex,or(ix)make any noise or set up any vibration which will unreasonably disturb other Tenants,except;in the course of permitted repairs or alterations at time permitted by Landlord. (c) Tenant shall not use the Premises nor permit anything to be done in or about the Premises or Building Complex which will in any way conflict with any law,statute,ordinance,protective covenants affecting the Building Complex or applicable governmental or quasi-governmental rules or regulations now in force or which may hereafter be enacted or promulgated. Tenant shall give written notice within ten(10)days from receipt thereof to Landlord of any notice it receives of the violation of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof. Landlord shall give prompt notice to Tenant of any notice it receives relative to the violation by Tenant of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof. (d) To the extent not inconsistent with this lease,Tenant shall be considered a"unit owner"as defined in the Montana Code Annotated Section 70-23-101 for all purposes of the Montana Unit Ownership Act with the exception of voting rights. (e) In the event the"association of unit owners"as defined in the Montana Code Annotated Section 70-23-101 or any agent acting on its behalf shall promulgate additional or alternative bylaws or administrative rules or regulations which significantly hinder Tenant's ability to operate or conduct its business in the premises, Tenant shall have the right to terminate this Lease by written notice of termination to Landlord. Prior to written notice of termination,Tenant shall detail the nature of the significant hindrance and provide reasonable opportunity for the Landlord to correct the significant hindrance. Any such termination shall become effective six months after Landlord's receipt of said written notice. In the event of such termination,this Lease shall be of no further force and effect and neither party shall have any further rights or obligations hereunder. 7. Service and Utilities (a)Landlord agrees,without charge except as provided herein,and in accordance with standards from time to time prevailing for first-class office buildings in the_Bozeman area,to furnish water to the Building for use in lavatories and drinking fountains(and to the Premises if the plans for the Premises so provide);during ordinary business hours to furnish such other services to the Premises as may,in the judgment of Landlord,be reasonably required for the comfortable use and occupancy of the Premises provided that Tenant complies with the recommendations of Landlord's engineer or other duly authorized representative, regarding occupancy and use of the Premises;to provide janitorial services for the exterior Premises(including such exterior window washing as may be required),such janitorial services to be provided five days a week, except for the"Holidays" as herein defined;during ordinary business hours to cause electric current to be supplied for fighting the Premises and public areas;and to furnish such snow removal serviced to the Building Complex as may,in the judgement of Landlord,be reasonably required for safe access to the Building Complex. (b)Landlord shall provide electricity for normal office purposes including but not limited to fluorescent and incandescent lighting, including task and task ambient lighting systems and for commercial or consumer finance office equipment including but not limited to duplicating(reproduction)machines,communications and audio visual equipment,vending machines,portable computers(provided they do not require any additional voltage or special electrical requirements)executive kitchen equipment and internal communications systems h Tnitialc �� 7 (which may include piped-in music). Specifically, 100 Amp service will be provided into a twenty circuit breaker panel. Service will be installed according to The Uniform Electrical Code. The code allows 25 ohms to ground.Tenant shall have his own electrical and gas meters and will be responsible for arranging for and paying for these services with the utility provider(Montana Power). (c) If Tenant requires water in excess of that usually furnished or supplied for use in the Premises as general office space, Tenant shall first procure the consent of Landlord for the use thereof. (d) Tenant agrees that Landlord shall not be liable for failure to supply any heating,air conditioning, elevator, electrical,janitorial,lighting or other services during any period when Landlord uses reasonable diligence to supply such services,or during any period Landlord is required to reduce or curtail such services pursuant to any applicable laws,rules or regulations,now or hereafter in force or effect,it being understood and agreed to by Tenant that Landlord may discontinue,reduce or curtail such services,or any of them at such times as it may be reasonably necessary by reason of accident,unavailability of employees,repairs,alterations, improvements, strikes, lockouts,riots,acts of God,application of applicable laws, statutes, rules and regulations,or due to any other happening beyond the reasonable control of Landlord. In the event of any such interruption,reduction of discontinuance of Landlord's services,Landlord shall not be liable for damages to persons or property as a result thereof, nor shall the occurrence of any such event in any way be construed as an eviction of Tenant or cause or permit an abatement,reduction or setoff of rent,or operate to release Tenant from any of Tenant's obligations hereunder. 8. QUlET ENJOYMENT Subject to the provisions of this Lease,Landlord covenants that Tenant's paying rent,and performing all the covenants of this Lease on its part to be performed,shall and may peaceably and quietly have,hold,and enjoy the leased Premises for the term of the Lease without hindrance or molestation by Landlord or anyone claiming by,through,or under Landlord. Landlord shall not be responsible for the acts or omission of any other tenant or third party which may interfere with Tenant's use and enjoyment of the Premises.In the event of any transfer or transfers of Landlord's interest in the Premises or in the real property of which the Premises are a part,other than a transfer for security purposes only,the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer. 9. Maintenance and Repairs (a) Notwithstanding any other provisions of this Lease,Landlord shall repair and maintain in a first- class condition the structural portions of the Building,including the,plumbing, and electrical systems installed or furnished by Landlord,unless such maintenance and repairs are caused in part or in whole by the negligent act, or omission of Tenant,its agents, servants,employees,or licensees,in which case Tenant shall pay to Landlord, on demand,the cost of such maintenance and repairs less the amount of any insurance proceeds received by Landlord on account thereof;if applicable. Landlord shall also maintain and keep in good order and repair the Building roof;the curtain wall,including all glass connections at the perimeter of the Building;all exterior doors, including any exterior plate glass within the Building;the public portions of the Building or Building Complex, including but not limited to the balconies,landscaping,walkways,and lobbies and corridors,and interior portions of the Building above and below grade which are not covered by leases. The Tenant shall maintain in good order and repair the Heating and Air conditioning Equipment provided by Landlord and all electrical and telephone work and heating and cooling distribution systems installed by or provided to the Tenant (b) Tenant,at Tenant's sole cost and expense,except for services furnished by Landlord shall maintain, in good order, condition and repair, the Premises, including the interior surfaces of the ceilings(if damaged or discolored due in whole or in-part to the negligent act or,omission or fault of Tenant),walls and floors,all doors,interior glass partitions or glass surfaces(not the outside of exterior windows)and pipes, electrical wiring,switches,fixtures and other special items exclusively serving the Leased Premises, subject to the provisions of Paragraph 21 hereof. In the event Tenant fails to so maintain the Premises in reasonable good order,condition and repair,Landlord shall give Tenant notice to do such acts as are reasonably required to maintain the Premises. In the event Tenant fails to promptly commence such work and diligently pursue it to 7 Initial • 8 completion,within thirty(30)days after receipt of such notice,the Landlord shall have the right,but shall not be required,to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. The funds so expended plus twenty percent(20%)of such amounts as an overhead/administrative charge shall be due and payable by Tenant for any damage,inconvenience or interference with the use of the Premises by Tenant as a result of performing any such work. 10. ALTERATIONS AND Additions (a) Tenant shall make no alterations, additions or improvements to the Premises or any part thereof without obtaining the prior written consent of Landlord. Tenant shall submit any such request to Landlord at least thirty(30)days prior to the proposed commencement date of such work. Landlord may impose,as a condition to such consent,and at Tenant's sole cost, such requirements as Landlord may deem necessary in its judgment, including without limitation,the manner in which the work is done, a right of approval of the contractor by whom the work is to be performed and the times during which the work is to be accomplished, approval of all plan and specifications and the procurement of all licenses and permits. Landlord shall be entitled to post notices on and about the Premises with respect to Landlord's non-liability for mechanics' liens and j Tenant shall not permit such notices to be defaced or removed. Tenant further agrees not to connect any i apparatus,machinery or device to the Building systems,including electric wires,water pipes,fire safety,heating and mechanical systems,without the prior written consent of Landlord. (b) All alterations,improvements and additions to the Premises,including,by way of illustration but not by limitation, all counters,screens,grilles, special cabinetry work,partitions,paneling,carpeting,drapes or other window coverings and fight fixtures,shall be deemed a part of the real estate and the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof without molestation,disturbance or injury at the end of the Lease term,whether by lapse of time or otherwise. All movable partitions, trade fixtures,machines and equipment which are installed in the Premises by or for Tenant,without expense to Landlord, and can be removed without structural damage to or defacement of the Building or the Premises,and all furniture,furnishings and other articles of personal property owned by Tenant and located in the Premises(all of which are herein called"Tenant's Property")shall be and remain the property of Tenant and may be removed by it at any time during the term of this Lease. However,if any of Tenant's Property is removed,Tenant shall repair or pay the cost of repairing any damage to the Building or the Premises resulting from such removal. All additions or improvements which are to be surrendered with the Premises shall be surrendered with the Premises,as a part thereof,at the end of the term or the earlier termination of this Lease. (c) If Landlord permits persons requested by Tenant to perform any alterations,repairs, modifications or additions to the Premises,then prior to the commencement of any such work,Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in the state where the Premises are located evidencing theat workmen's compensation,public liability insurance and property damage insurance,all in amounts,with companies and in forms satisfactory to Landlord,are in force and maintained by all such contractors and subcontractors engaged by Tenant to perform such work. All such policies shall name Landlord as an additional insured and shall provide that the same may not be cancelled or significantly modified without thirty(30)days prior written notice to Landlord. (d)Tenant,at its sole cost and expense, shall cause any permitted alterations,decorations,installations, additions or improvements in or about the Premises to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction, and in such manner as not to interfere with, delay,or impose any additional expense upon Landlord in the construction,maintenance or operation of the Building,and so as to maintain harmonious labor relations in the Building. 11. ENTRY by Landlord R Initial I 9 (a) Landlord and its agents shall have the right to enter the Premises at all reasonable times and upon reasonable notice for the purpose of examining or inspecting the same,to supply any services to be provided by Landlord hereunder,to show the same to prospective purchasers of the Building,to make such alterations, repairs, improvements or additions to the Premises or to the Building as Landlord may deem necessary or desirable,and to show the same to prospective Tenants of the Premises during the last 90 days of the Lease. It is understood that for reasons of banking security that the Landlord will be accompanied by appropriate tenant personnel during all visits. If,during the last 60 days of the term hereof,Tenant shall have removed substantially all of its property from the Premises,following Tenant's written approval, Landlord may immediately enter and alter, renovate and redecorate the Premises without elimination or abatement of rent or incurring liability to Tenant for any compensation. (b) Tenant shall be entitled initially to two(2)sets of keys to the Premises. Tenant shall then be responsible to re-key the locks to satisfy their internal Security requirements. All keys shall be surrendered to landlord on the termination of the lease. 12. Mechanic's Liens. Tenant shall pay or cause to be paid all costs for work done by or on behalf of Tenant or caused to be done by or on behalf of Tenant on the Premises of a character which will or may result in hens against Landlord's interest in the Premises,Building or Building Complex and Tenant will keep the Premises,Building and Building Complex free and clear of all mechanic's liens and other liens on account of work done for or on behalf of Tenant or persons claiming under Tenant. Tenant hereby agrees to indemnify,and save Landlord harmless of and from all liability,loss,damages,costs or expenses,including attorney's fees,incurred in connection with any liens for work performed for,or materials or supplies fiumished to Tenant,including lien claims of laborers, materialmen or others. Should any such hens be filed or recorded against the Premises,Building or Building Complex with respect to work done for or materials supplied to or on behalf of Tenant or should any action affecting the title thereto be commenced,Tenant shall cause such liens to be discharged by payment or bonding within ten(10)days after receipt of notice thereof. If Tenant desires to contest any such claim of lien,Tenant shall nevertheless cause such lien to be released of record by the posting of adequate security with a court of competent jurisdiction if provided by applicable law or statute of the state where the Premises are located. If Tenant shall be in default in paying any charge for which such a mechanic's lien or suit to foreclose such a lien has been recorded or filed and shall not have caused the lien to be released as aforesaid,Landlord may(but without being required to do so)pay such Gen or claim and any costs associated therewith,and the amount so paid,together with interest at the Interest Rate and reasonable attorneys' fees incurred in connection therewith, shall be immediately due and payable from Tenant to Landlord as Additional Rent. 13. DAMAGE TO PROPERTY,INJURY TO PERSONS (a) Tenant,for itself and its legal representative, successors and assigns, as a material part of the consideration to be rendered to Landlord under this Lease,hereby waives all claims of liability against Landlord. Tenant,for itself and its legal representatives,successors and assigns hereby indemnifies and agrees to hold harmless Landlord,its agents,employees,contractors legal representatives,successors and assigns,from any and all claims of liability for any injury or damage to any person or property whatsoever occurring in, on or about the Premises or the Building Complex or any part thereof,to the extent such injury or damage is caused by the negligence,fault or omission of Tenant, its agents,contractors,employees,licensees or invitees. Tenant further agrees to indemnify and to hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terns of this Lease, or arising from any act or negligence of Tenant,or any of it agents, contractors,employees,or licensees. Such indemnities shall include by way of example,but not limitation, all costs,reasonable attorney's fees,expenses, and liabilities incurred in or about any such claim, action or proceeding. (b) Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any co- tenant or other occupant of the Building Complex, or by any owner for occupant of adjoining or contiguous 9 initial 10 property. Landlord shall not be liable for any injury or damage to persons or property resulting in whole or in part from the criminal activities of others. To the extent not covered by normal fire and extended coverage insurance,Tenant agrees to pay for all damage to the Building Complex,as well as all damage to persons or property of other Tenants or occupants thereof,caused by the misuse,neglect, act,omission or negligence of Tenant or any of its agents,contractors,employees,licensees or invitees. (c) Neither Landlord nor its agents or employees shall be liable for any damage to property entrusted to Landlord,its agents or employees,or employees of the building manager,if any,nor for the loss or damage to any property occurring by theft or otherwise, nor for any injury or damage to persons or property resulting from fire,explosion,falling plaster, steam,gas,electricity,water or rain which may leak from any part of the Building Complex or from the pipes,appliances or plumbing works therein or from the roof,street or subsurface or from any other place or resulting from dampness,or any other cause whatsoever;provided,however,nothing contained herein shall be construed to relieve Landlord from liability for any personal injury resulting from its gross negligence. Neither Landlord nor its agents or employees shall be liable for interference with the lights, view or other incorporeal hereditaments nor shall Landlord be liable for any latent defect in the Premises or in the Building or Building Complex. Tenant shall give prompt notice to Landlord in case of fire or accidents in or about the Premises or the Building or of defects therein or in the fixtures or equipment located therein. (d) In case any claim,demand,action or proceeding is made or brought against Landlord,its agents or employees,by reason of any obligation on Tenant's part to be performed under the terms of this Lease,or arising from any act or negligence of Tenant,its agents or employees, or which gives rise to Tenant's obligation to indemnify Landlord,Tenant shall be responsible for all costs and expenses,including but not limited to reasonable attorneys' fees incurred in defending or prosecution of the same,as applicable. 14. INSURANCE (a) Landlord agrees to carry and maintain general public liability insurance against claims for personal injury,including death and property damage in or about the Building Complex(excluding Tenant's Property), such insurance to be in such amounts as Landlord(or its mortgagees)may deem appropriate. Such insurance may expressly exclude property paid for by Tenants. Such insurance shall afford coverage for damages resulting from(a)fire,(b)perils covered by extended coverage insurance, and(c)explosion of steam and pressure boilers and similar apparatus located in the Building or the Building Complex. Landlord may carry such other additional insurance coverage as Landlord or Landlord's mortagee deems appropriate including coverage for loss of rents. All such insurance shall be procured from a responsible insurance company or companies authorized to do business in the State where the Premises are located. (b) Tenant shall,at its own cost, at all times during the term of this Lease and any extension hereof, procure and maintain insurance for hazard,fire and extended coverage on Tenant's Property and the contents of the Premises in an amount equal to full replacement cost thereof,and comprehensive general liability insurance, including coverage for bodily injury,property damage,personal injury(contractual liability exclusions deleted), products and completed operations, contractual liability,owner's protective liability,and broad form property damage with the following limits of liability: One Million Dollars($1,000,000.00)each occurrence combined single limit for bodily injury,property damage and personal injury;Two Million Dollars($2,000,000.00) aggregate for bodily injury and property damage for products and completed operations. All such insurance shall be procured from a responsible insurance company or companies authorized to business in the State where the Premises are located,with general policy holder's ratings of not less the"A-W'in the most current available Best's Insurance Reports. All such policies shall name Landlord as an additional insured,and shall provide that the same may not be cancelled or altered except upon thirty(30)days prior written notice to Landlord. All insurance maintained by Tenant shall be primary to any insurance provided by Landlord. If Tenant obtains any general liability insurance policy on a claim-made basis, Tenant shall provide continuous liability coverage for claims arising during the entire term of the Lease,regardless of when such claims are made,either by obtaining an endorsement providing for an unlimited extended reporting period in the event such policy is canceled or not 11 renewed for any reason whatsoever or by obtaining new coverage with a retroactive date the same as or earlier than the expiration date of the canceled or expired policy. Tenant shall provide certificate(s)of such insurance to Landlord upon commencement of the Lease term and at least thirty(30)days prior to any annual renewal date thereof and upon request from time to time and such certificate(s)shall disclose that such insurance names Landlord as an additional insured,in addition to the other requirements set forth herein. The limits of such insurance shall not,under any circumstances,limit the liability of Tenant hereunder. (c) Each party agrees to include in each of its policies insuring against loss,damage or destruction by fire or other casualty a waiver of the insurer's right of subrogation against the other party. If such waiver, agreement or permission shall not be,or shall cease to be,obtainable without additional charge or at all,the insured party shall so notify the other party promptly after learning thereof. In such case,if the other party shall so elect and shall pay the insurer's additional charge therefor, such waiver,agreement or permission shall be included in the policy,or the other party shall be named as an additional insured in the policy. Each such policy which shall so name a party hereto as an additional insured shall contain, if obtainable,agreements by the insurer that the policy will not be cancelled without at least thirty(30)days prior notice to both insureds and that the act or omission of one insured will not invalidate the policy as to the other insured. Any failure by either party,if named as an additional insured,promptly to endorse to the order of the other party,without recourse,an instrument for the payment of money under or with respect to the policy of which the other party is the owner or original or primary insured,shall be deemed a default under this Lease. Landlord and Tenant shall purchase insurance on their respective real and personal property. The . insurance and respective deductible,limits,conditions,and exclusions are purchased only for each parry's own interest. Therefore,Landlord and Tenant and all parties claiming under,by,or through them hereby mutually release and discharge each other and their agents,employees,contractor,or subcontractors for all damage,or to the extent insured, damage to real and personal property and consequential property loss of every description on or about the vicinity of the Demised Premises,whether caused by negligence in whole or in part by Landlord or in whole or in part by Tenant. Each party shall obtain from their property insurers any waivers or special endorsements if required by the property insurer to evidence compliance with the aforementioned waiver. (d) Each party hereby releases the other party with respect to any claim(including a claim for negligence)which it might otherwise have against the other party for loss,damage or destruction with respect to its property(including the Building,Building Complex,the Premises and rental or business interruption) occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability or naming the above party as an additional insured as provided above. (e) Neither Landlord,the Building manager, if any,nor their respective agents shall be liable for any damage to the property of Tenant or others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise and Tenant shall indemnify Landlord of and from any loss or damages,costs or actions Landlord my suffer or incur as a result of such loss or damage to Property. 15. DAMAGE OR DESTRUCTION TO BUILDING (a) In the event that the premises or the Building are damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Building,the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available therefor,provided such repairs and restoration can, in Landlord's reasonable opinion, be made within two hundred ten(210)days after the occurrence of such damage without the payment of overtime or other premiums,and until such repairs and restoration are completed,the Base Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business, as may be reasonably determined by Tenant,(but there shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period equal to one day or less). Landlord agrees to notify Tenant within 11 Tnitiala �� 12 forty-five(45)days after such casualty if it estimates that it will be unable to repair and restore the the Premises within said two hundred ten(210)day period. Such notice shall set forth the approximate length of time Landlord estimates will be required to complete such repairs and restoration. Notwithstanding anything to the contrary contained herein,if Landlord cannot or estimates it cannot make such repairs and restoration with said two hundred ten(210)day period,then Tenant may,by written notice to Landlord cancel this Lease,provided such notice is given to Landlord within fifteen(15)days after Landlord notifies Tenant of the estimated time for completion of such repairs and restoration. Notwithstanding the preceding sentence,Tenant my not cancel this Lease as hereinabove stated if the damage to the Premises or the Building is in whole or in part the result of the act,omission,fault or negligence of Tenant, its agents, contractors, employees, or licensees. Except as provided in this Paragraph 15,there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from the making of any such repairs,alterations or improvements in or to the Building,Premises or fixtures,appurtenances and equipment. Tenant understands that Landlord will not carry insurance of any kind on Tenant's Property,including furniture and furnishings, or on any fixtures or equipment removable by Tenant under the provision of this Lease,or any improvement installed in the Premises by or on behalf of Tenant,and that Landlord shall not be obligated to repair any damage thereto or replace the same. Notwithstanding the foregoing,if repairs are commenced but not completed within two hundred ten(210)days of the date of the casualty,then Tenant may cancel this Lease by written notice to the Landlord with the cancellation effective the date of casualty. (b) In case the Building throughout shall be so injured or damaged, whether by fire or otherwise (though the Premises may not be affected,or if affected,can be repaired within said 210 days)that Landlord, within sixty(60)days after the happening of such injury, shall decide not to reconstruct or rebuild the Building, then notwithstanding anything contained herein to the contrary,upon notice in writing to that effect given by Landlord to Tenant within said sixty(60)days,Tenant shall pay the rent,properly apportioned up to date of such casualty,this Lease shall terminate from the date of delivery of said written notice,and both parties hereto shall be released and discharged from all further obligations hereunder(except those obligations which expressly survive termination of the Lease term). A total destruction of the Building shall automatically terminate this Lease. 16. CONDEMNATION (a) If the whole of the Premises or so much thereof as to render the balance unusable for Tenant for the proper conduct of its business shall be taken under power of eminent domain or transfered under threat thereof,then this Lease,at the option of either Landlord or Tenant exercised by either party giving notice to the other of such election within thirty(30)days after such conveyance or taking possession,whichever is earlier, shall'forthwith cease and terminate and the rent shall be duly apportioned as of the date of such taking or conveyance. No award for any partial or entire taking shall be apportioned and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation,together with any and all right of Tenant now or hereafter arising in or to the same or any part thereof. Notwithstanding the foregoing,Tenant shall be entitled to seek,directly from the condemning authority,an award for its removable trade fixtures, equipment and personal property and relocation expenses, if any,to the extent Landlord's award is not diminished. In the event of a partial taking which does not result in a termination of this Lease,Base Rent shall be reduced in proportion to the reduction in the size of the Premises so taken and Landlord shall repair the premises so as to render it a complete architectural unit and this Lease shall be modified accordingly. Promptly after obtaining knowledge thereof,Landlord or Tenant,as the case may be, shall notify the other of any pending or threatened condemnation or taking affecting the Premises or the Building. (b) If all or any portion of the Premises shall be condemned or taken for governmental occupancy for a limited period,this Lease shall not terminate and Landlord shall be entitled to receive the entire amount of any such award or payment thereof as damages, rent or otherwise. Tenant hereby assigns to Landlord any award 1�. Tnitia��" 1 13 which may be made in such temporary taking,together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof. Tenant shall be entitled to receive an abatement of Base Rent in proportion to the reduction in the size of the Premises so taken. Notwithstanding the foregoing,this paragraph shall not operate to deprive Tenant of the right to make claim against the condemning authority for any damages and expenses suffered by Tenant,but Tenant shall have no right to make any claim against Landlord because of such termination,nor shall Tenant have any claim to any of the damages awarded to Landlord by the condemning authority except for values of leasehold improvements installed and paid for by Tenant. 17. ASSIGNMENT AND SUBLETTING (a) Tenant shall not permit any part of the Premises to be used or occupied by any persons other than Tenant and its employees,nor shall Tenant permit any part of the Premises to be used or occupied by any licensee or concessionaire or permit any persons other than Tenant,its employees and invitees,to be upon the Premises. Tenant shall not voluntarily,by operation of law, or otherwise,assign,transfer or encumber this Lease or any interest herein nor sublet or part with possession of all or any part of the Premises(any and all of which shall hereinafter be referred to as"Transfer")without Landlord's written consent. Any Transfer without the prior written consent of Landlord shall constitute a default hereunder and shall be void ab initio and shall confer no rights upon any third party,notwithstanding Landlord's acceptance of rent payments from any purported transferee. Landlord's consent to any requested assignment of this Lease or subletting of all or any part of the Premises shall be subject to the following conditions: (1) Such consent and resulting subletting or assignment shall not relieve Tenant of its primary obligations hereunder, including the obligation for payment of all rents due hereunder; (2)Landlord,at its option and from time to time,may collect the rent from the subTenant or assignee,and apply the net amount collected to the rent herein reserved,but no such collection shad be deemed an acceptance by Landlord of the subTenant or assignee as the Tenant hereof,or a release of Tenant from further performance of covenants on the part of Tenant herein contained: (3)any such subTenant or assignee shall be a company or other entity of good repute,engaged in a business or profession compatible with and in keeping with the then standards of the Building and financially capable of performing its obligations with respect to the Premises; (4)such subTenant or assignee shall assume and agree to perform all of Tenant's obligations under this Lease insofar as they pertain to the space so sublet or assigned;and (5)Tenant is not in default of any term or condition of this Lease at the time it requests Landlords consent. (b)In the event of any Transfer of this Lease or all or any part of the Premises by Tenant,Landlord in addition to any rights contained herein,shall have the option,at its discretion,to collect and receive the excess of rent due to Tenant from such sublessee or assignee over the Base Rent due hereunder after deduction for Tenants reasonable expense to obtain and administer such sublease or assignment. Further, in the event of any Transfer of this Lease of all or any part of the Premises by Tenant without the prior written consent of Landlord, Landlord,in addition to any right contained herein shall have the following options,at its discretion: (1) To give Tenant written notice of Landlord's intention to terminate this Lease on the date such notice is given or on any later date specified therein,whereupon, on the date specified in such notice, Tenant's right to possession of the Premises shall cease and this Lease shall thereupon be terminated, except as to any uncompleted obligations of Tenant;or • 1'2 Tnitialc ��/� i I 14 (2) To re-enter and take possession of the Premises or the part thereof subject to such Transfer,and to enforce all rights of Tenant, and receive and collect all rents and other payments due to Tenant, in accordance with such sublet or assignment of the Premises, or any part thereof,as if Landlord was the sublettor or assignor,and to do whatever Tenant is permitted to do pursuant to the terms of sublease or assignment. (c) Not used (d) At the time of making a request for Landlord's consent to a Transfer and not less than thirty(30) days prior to the proposed effective date thereof, Tenant shall provide to Landlord such proposed Transfer, including but not limited to name and address of the proposed transferee, description of business operations, financial information and certificate of corporate authority and good standing or partnership certificate, as applicable. (e) Consent of Landlord to a Transfer shall not relieve Tenant from seeking consent to any subsequent Transfers. (f) Subletting or assignments by subTenants or assignees shall not be permitted under any circumstances,nor shall Tenant be permitted to assign this Lease or sublet all or any part of the Premises during any period of time that all or any portion of the Base Rent is abated. Further,no option to renew or extend the term of this Lease or to lease additional space,if any shall be exercisable by any subTenant or assignor. (g) All subleases or assignments shall be in writing and a copy thereof provided to Landlord within ten (10)days of its effective date. All subleases shall further contain an express provision that in the event of any default by Tenant under this Lease and upon notice thereof to the subTenant from Landlord,all rentals payable by the subTenant shall be paid directly to Landlord,for the Tenant's account,until subsequent notice from Landlord that such default has been cured. Notwithstanding the foregoing,receipt by Landlord of rent directly from the subTenant shall not be considered a waiver of the default on the part of Tenant,nor an acceptance of such subTenant. (h)Notwithstanding the above,the Tenant shall have the absolute right to assign this Lease or sublet all or any part of the Premises to any other corporation which is an affiliate, subsidiary or parent of the Tenant without the consent,either written or oral, of the Landlord. The Tenant will remain responsible for its obligations under this Lease unless the Tenant receives a written release from the Landlord of any future responsibility. 18. Estoppel Certificate Tenant further agrees at any time and from time to time on or before fifteen(15)days after written request by Landlord,to execute, acknowledge and deliver to Landlord an estoppel certificate certifying(to the extent it believes the same to be true)that this Lease is unmodified and in full force and effect(or if there have been modifications,that the same is in full force and effect as modified,and stating the modifications),that there have been no defaults thereunder by Landlord or Tenant(or if there have been defaults, setting forth the nature thereof),the date to which the rent and other charges have been paid, if any,that Tenant claims no present charge, lien,claim or offset against rent,the rent is not prepaid for more than one month in advance and such other matters as may be reasonably required by Landlord,Landlord's mortgagee,or any potential purchaser of the Building, it being intended that any such statement delivered pursuant to this Paragraph may be relied upon by any prospective purchaser of all or.any portion of Landlord's interest herein,or a holder of any mortgage or deed of trust encumbering any portion of the Building Complex. Tenant's failure to deliver such statement within such time shall be a default under this Lease. 14 Tnitiak i 15 i 19. Default (a) The following events(herein referred to as an"event of default")shall constitute a default by Tenant hereunder; (1) Tenant shall fail to pay any installment of Base Rent,Additional Rent or any other amounts payable hereunder within 10 days following Tenant's receipt of written notice that such is overdue. (2) This Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve upon any other person or party in violation of the provisions of this Lease,except as permitted herein; (3) This Lease or the Premises or any part hereof shall be taken upon execution or by other process of law directed against Tenant,or shall be taken upon or subject to any attachment at the instance of any creditor or claimant against Tenant,and said attachment shall not be discharged or disposed of within thirty(30) days after Tenant receipt of notice of such attachment. (4) Tenant shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state,or shall voluntarily take advantage of any such law or act by answer or otherwise,or shall be dissolved or shall make an assignment for the benefit of creditors; (5) Involuntary proceedings under any such bankruptcy law or insolvency act o-for the dissolution of Tenant shall be instituted against Tenant,or a receiver or trustee shall be appointed of all or substantially all of the property of Tenant,and such proceeding shall not be dismissed or such receivership or trusteeship vacated within sixty(60)days after such institution or appointment; (6) Tenant shall fail to take possession of the Premises within thirty(30)days of the commencement date; (7) Not Used (8) Tenant shall fail to perform any of the other agreements,terms,covenants or conditions hereof on Tenant's part to be performed(other than the obligation to pay rent or any other charges payable hereunder),and such nonperformance shall continue for a period of fifteen(15)days after receipt of written notice thereof by Landlord to Tenant;provided,however,that if Tenant cannot reasonably cure such non performance with fifteen(15)days,Tenant shall not be in default if it commences cure within said fifteen(15) days and diligently pursues the same to completion,with completion occurring in all instances within sixty(60) days; (9) Not used (10) Tenant shall fail to obtain a release of any mechanic's lien, as required herein; (b) Upon the occurrence of an event of default,Landlord shall have the right, at its election,then or at any time thereafter and while any such event of default shall continue,either: (1) To give Tenant written notice of Landlord's intention to terminate this Lease on the date such notice is given or on any later date specified therein,whereupon,on the date specified in such notice, Tenant's right to possession of the Premises shall cease and this Lease shall thereupon be terminated; provided however,all of Tenant's obligations, including but not limited to,the amount of Base Rent and other 15 Tnitialc �� 16 obligations reserved in the Lease for the balance of the term thereof shall immediately be accelerated and due and payable. (2) To re-enter and take possession of the Premises or any part thereof and repossess the same as Landlord's former estate and expel Tenant and those claiming through or under Tenant, and move the effects of both or either, without being liable for prosecution thereof,without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. Should Landlord elect to re-enter the Premises as provided in this Paragraph 19(b)(2) or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may,from time to time,without terminating this Lease,relet the Premises or any part thereof for the account of Tenant,for such term or terms(which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease)and on such conditions and upon such other terms(which may include concessions of free rent and alteration and repair of the Premises)as Landlord, in its reasonable discretion,may determine,and Landlord may collect and receive the rents therefor. Landlord shall in no way be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon such reletting. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention be given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate the Lease unless such notice specifically so states. Landlord reserves the right to terminate this Lease by giving Tenant such written notice,in which event,this Lease will terminate as specified in said notice. (c)In the event that Landlord does not elect to terminate this Lease as permitted in Paragraph 19(b)(1) hereof,but on the contrary,elects to take possession as provided in Paragraph 19(b)(2),Tenant shall pay to Landlord(i)the rent and other sums as herein provided,which would be payable hereunder if such repossession had not occurred,less(ii)the net proceeds,if any,of any reletting of the Premises after deducting all Landlord's expenses in connection with such reletting,including but without limitation,all repossession costs,brokerage commissions, legal expenses,attorneys' fees,reasonable and necessary expenses of employees,alteration and repair costs and expenses of preparation for such reletting. K in connection with any reletting,the new lease term extends beyond the existing term,or the premises covered thereby include other premises not part of the Premises,a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds from such reletting. Tenant shall pay such rent and other sums to Landlord monthly on the days on which the rent would have been payable hereunder if possession had not been retaken. (d)In the event this Lease is terminated,Landlord shall be entitled to recover forthwith against Tenant as damages for loss of the bargain and not as a penalty,an aggregate sum which,at the time of such termination of this Lease,represents the excess,if any,of the aggregate of the rent and all other sums payable by Tenant hereunder that would have accrued for the balance of the term over the aggregate rental value of the Premises (such rental value to be computed on the basis of a Tenant paying not only a rent to Landlord for the use and occupation of the Premises,but also such other charges as are required to be paid by Tenant under the terms of this Lease)for the balance of such term,both discounted to present worth at the rate of eight percent(8%)per annum. Alternatively,at Landlord's option,Tenant shall remain liable to Landlord for damages in an amount equal to the rent and other sums arising under the lease for the balance of the term had the Lease not been terminated,less the net proceeds,if any, from any subsequent reletting, after deducting all expenses associated therewith and as enumerated above. Landlord shall be entitled to receipt of such amounts from Tenant monthly on the days on which such sums would have otherwise been payable. (e) Suit or suits for the recovery of the amounts and damages set forth above may be brought by Landlord,from time to time,at Landlord's election and nothing herein shall be deemed to require Landlord to await the date whereon this Lease or the term hereof would have expired had there been no such default by Tenant or no such termination,as the case may be. 1 fi Tniti 17 (0 After an event of default by Tenant,Landlord may sue for or otherwise collect all rents,issues and profits payable under all subleases on the Premises,including those past due and unpaid. (g) After an event of default by Tenant,Landlord may without terminating this Lease, enter upon the Premises,without being liable for prosecution of any claim for damages,without being deemed guilty of any manner of trespass and without prejudice to any other remedies,and do whatever Tenant is obligated to do under the terms of the Lease. Tenant agrees to reimburse Landlord on written demand for any expenses which Landlord may incur in effecting compliance with the Tenant's obligations under this Lease;further, Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting compliance with Tenant's obligations under this subparagraph caused by the negligence of Landlord or otherwise. (h) No failure by Landlord to insist upon the strict performance of any agreement,term,covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach,shall constitute a waiver of any such breach of such agreement,term, covenant or condition. No agreement,term,covenant or condition hereof to be performed or complied with by Tenant,and no breach thereot shall be waived,altered or modified except by written instrument executed by Landlord. No condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any unilateral termination of this Lease,this Lease shall continue in force and effect as to any provision hereof which requires observance or performance of Landlord or Tenant subsequent to termination. (i) Nothing contained in the Paragraph shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy,insolvency,receivership,reorganization or dissolution proceeding,an amount equal to the maximum allowed by any statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved,whether or not such amount be greater,equal to or less than the amounts recoverable,either as damages or rent,referred to in any of the preceding provisions of this Paragraph. (j) Any rents or other amounts owing to Landlord hereunder which are not paid within five(5)days of Tenant's receipt of written notice from Landlord to Tenant that such rents have not been paid, ,shall thereafter bear interest from the due date at the rate of eighteen percent(18%)per annum("Interest Rate")until paid. Similarly,any amount paid by Landlord to cure any default of Tenant or to perform any obligation of Tenant, shall, if not repaid by the Tenant within five(5)days of receipt of written demand by Landlord,thereafter bear interest from the date paid by Landlord at the Interest Rate until paid. In addition to the foregoing,Tenant shall pay to Landlord whenever any Base Rent,Additional Rent or any other sums due hereunder remain unpaid more that five(5)days after the due date thereof,and administrative charge to compensate Landlord for the costs and expenses associated with handling a delinquent account equal to ten percent(10%)of the amount due. Further, in the event of default by Tenant,in addition to all other rights and remedies,Landlord shall be entitled to receive from Tenant all sums,the payment of which may previously have been waived or abated by Landlord,or which may have been paid by Landlord pursuant to any agreement to grant Tenant a rental abatement or other monetary inducement or concession,including but not limited to any Tenant finish allowance or moving allowance,together with interest thereon from the date or dates such amounts were paid by Landlord or would have been due from Tenant but for the abatement, at the Interest Rate,until paid;it being understood and agreed that such concession or abatement was made on the condition and basis that Tenant fully perform all obligations and covenants under the Lease for the entire term. (k) Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease now or hereafter existing at law or in equity or by statute or otherwise, including,but not limited to, suits for injunctive or declaratory relief and specific performance. The exercise or commencement of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or subsequent exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. All costs incurred by Landlord in connection with collecting any amounts and damages owing by Tenant pursuant to the provisions of 17 Tnitia��/ 18 this Lease or to enforce any provision of this Lease, including by way of example,but not limitation, reasonable attorneys'fees from the date any such matter is turned over to an attorney,shall also be recoverable by Landlord from Tenant. Landlord and Tenant agree that any action or proceeding arising out of this Lease shall be heard by a court sitting without a jury and thus hereby waive all rights to a trial by jury. 20. Not used 21. Not used 22 Completion of Premises Deleted 23. REMOVAL OF TENANT'S PROPERTY: All"movable furniture and personal effects of Tenant not removed from the Premises upon the vacation or abandonment thereof or upon the termination of this Lease for any cause whatsoever shall conclusively be deemed to have been abandoned and may be appropriated,sold,stored,destroyed or otherwise disposed of by Landlord without notice to Tenant and without obligation to account therefor,and Tenant shall reimburse Landlord for all reasonable expenses incurred in connection with the disposition of such property. 24. HOLDING OVER Should Tenant hold over after the termination of this Lease without Landlord's consent,Tenant shall be deemed a holdover Tenant at will. During such holdover period, Tenant shall be liable for all damages incurred by Landlord as a result of Tenant's withholding of the Premises. Should Tenant holdover after the termination of this Lease,with Landlord's consent,Tenant shall become a Tenant from month month only upon each and all of the terms herein provided as may be applicable to such month to month tenancy and any such holding over shall not constitute an extension of this Lease. During such holding over, Tenant shall pay monthly rent equal to one hundred fifty percent(150%)of the last monthly rental rate plus all other monetary charges as provided herein. Such tenancy shall continue until terminated by Landlord as provided by law, or until Tenant shall have given to Landlord at least thirty(30)days written notice prior to the last day of the calendar month intended as the date of termination of such month to month tenancy.This paragraph shall not be interpreted or construed to conflict with the the extension periods granted in section 2 above. 25. PARKING FACILITIES (a) Landlord shall provide,during the term of this Lease and all extensions or renewals thereof,at no additional cost to the Tenant,parking facilities for the non-exclusive use of the Tenant, its officers,employees, and agents. Parking shall be in accordance with the Oakwood Square Association's"Declaration for the Oakwood Square Condominium". Since this association may in future change parking rules and regulations,the Landlord shall use reasonable efforts to safeguard reasonable and adequate parking for the Tenant. A minimum of two(2)spaces shall in any event be provided the Tenant if assigned or reserved parking is adopted by the Association. (b) Landlord shall have the right, without obligation, and from time to time,to change the number, size, location, shape and arrangement of parking areas and other common areas, restrict parking of Tenants or their guests to designated areas, designate loading or handicap loading areas, change the level or grade of parking. Except as otherwise specifically provided herein, all access roads, courtyards and other areas,facilities or improvements furnished by Landlord are for the general and nonexclusive use in common of all Tenants of the 1 R Tniti;i 19 • • Building,and those persons invited upon the land upon which the Building is situated and shall be subject to the exclusive control and management of Landlord,and Landlord shall have the right,without obligation to establish, modify and enforce such rules and regulations,which the Landlord may deem reasonable and/or necessary. Unless as otherwise provided,Tenant's use of the parking area,as herein set forth, shall be in common with other Tenants of the building and any other parties permitted by Landlord to use the parking area. The parking rights herein granted shall not be deemed a lease but shall be construed as a license granted by Landlord to Tenant for the term of this Lease. 26. SURRENDER AND NOTICE Upon the expiration or earlier termination of this Lease,Tenant shall promptly quit and surrender to Landlord the Premises broom clean,in good order and condition, ordinary wear and tear and loss by fire, or other casualty excepted,and Tenant shall remove all of its movable furniture and other effects and such alterations and additions and improvements as Landlord shall require Tenant to remove pursuant to Paragraph 10 hereof. In the event Tenant fails to so vacate the Premises on a timely basis as required,Tenant shall be . responsible to Landlord for all costs and damages,including but not limited to any amounts required to be paid to third parties who were to have occupied the Premises,incurred by Landlord as a result of such failure,plus interest thereon at the Interest Rate on all amounts not paid by Tenant within five(5)days of written demand, until paid in full. 27. Acceptance of Premises by Tenant Taking possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises were in the condition agreed upon between Landlord and Tenant, and acknowledgement of satisfactory completion of the fix-up work which Landlord has agreed in writing to perform,except as otherwise set forth herein. 28. SUBORDINATION AND ATTORNMENT (a) This Lease,and all rights of Tenant hereunder,are and shall be subject and subordinate in all respects to all present and future ground leases,overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements including leasehold mortgages and building loan agreements,which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings,to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals,modifications,replacements and extensions of leases, deeds of trust and mortgages. The provisions of the Paragraph shall be self-operative and no further instrument of subordination shall be required. However,in confirmation of such subordination,Tenant shall promptly execute and deliver to Landlord(or such other party so designated by Landlord)at Tenant's own cost and expense,within fifteen(15)days after request from Landlord an instrument,in recordable form if required,that Landlord,the lessor of any such lease or the holder of any such deed of trust of mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. The leases to which this Lease is,at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior deeds of trust"or"superior mortgages" The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assign are hereinafter sometimes collectively referred to as a"superior party". Notwithstanding the foregoing, upon Tenant's request Landlord agrees to request such superior party grant to Tenant a non-disturbance agreement in the form then being used by such superior party for such purposes,providing that Tenant,notwithstanding a default by Landlord,shall be entitled to remain in possession of the Premises in accordance with the terms of the Lease for so long as Tenant shall not be in default of any term,condition or covenant of this Lease. Further,Tenant shall attorn to such superior Ply 10 Tnitiala �/G��1 20 • • As a condition precedent to such subordination as provided herein, each such mortagagee whose interests are hereby made prior to Tenant's shall expressly covenant or provide that so long as the Tenant is not in default under this Lease Agreement,the Tenant's quiet possession of the Premises shall remain undisturbed,on the terms and conditions stated herein,whether or not the mortgagor is in default and notwithstanding any foreclosure or other action brought by the holder of the mortgage in connection therewith. (b)Tenant shall take no steps to terminate this Lease,without giving written notice to such superior party,and a reasonable opportunity to cure(without such superior party being obligated to cure),any default on the part of Landlord under this Lease. (c) If,in connection with the procurement,continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein and a superior lease represents collateral in whole or in part,a lender shall request reasonable modifications of the Lease as a condition of such financing,Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease. 29 Payments after Termination No payments of money by Tenant to Landlord after the termination of this Lease,in any manner,or after giving of any notice(other than a demand for payment of money)by Landlord to Tenant, shall reinstate,continue or extend the term of this Lease or affect any notice given to Tenant prior to the payment of such money,it being agreed that after the service of notice of the commencement of a suit or other final judgement granting Landlord possession of the Premises,Landlord may receive and collect any sums of rent due,or any other sums of money due under the terms of this Lease or to otherwise exercise its rights and remedies hereunder. The payment of such sums of money,whether as rent or otherwise, shall not waive said notice or in any manner affect any pending suit or judgement theretofore obtained. 30. Authorities for Action and Notice (a) Except as otherwise provided herein,Landlord may, for any matter pertaining to this Lease, act by and through its Building manager or any other person designated in writing from time to time. (b) All notices or demands required or permitted to be given to Landlord hereunder shall be in writing, and shall be served by hand delivery or by deposit in the United States mail,with proper postage prepaid, certified or registered, return receipt requested,addressed as follows FJK Properties,Inc. C/O William D.Kissler 9720 Forest Creek Drive Bozeman Mt. 59715 All notices or demands required or permitted to be given to Tenant hereunder shall be in writing and shall be served by hand delivery or by deposit in the United States Mail with proper postage prepaid certified or registered, return receipt requested, addressed to Tenant as follows Bill Partain,CEO First National Bank of Montana, Inc. 211 N. Higgins Suite 202 Missoula,MT 59802 2(1 Tniti `�� 21 Either party shall have the right to designate in writing, served as above provided,a different address to which notice is to be provided. All notices or demands shall be deemed served on the day of delivery if hand delivered, or upon receipt or refusal of receipt if sent by registered or certified mail. The foregoing shall in no event prohibit notice from being given as provided by the federal or state Rule of Civil Procedure as the same may be amended from time to time. 31. Liability of Landlord Landlord's liability under this Lease shall be limited to Landlord's estate and interest in the Building(or to the proceeds thereof)and no other property or other assets of Landlord or its partners(if Landlord is a partnership), agents,employees,legal representative, successors or assigns,shall be subject to levy,execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to this lease,the relationship of Landlord and Tenant hereunder or Tenant's use and occupancy of the Premises. Nothing contained in the Paragraph shall be construed to permit Tenant to offset against rents due a successor Landlord, a judgement(or other judicial process)requiring the payment of money by reason of any default of a prior Landlord, except as otherwise specifically set forth therein. 32. Brokerage Tenant represents and warrants that it has not dealt with any Brokerage Firm for which a payment is due. Tenant hereby agrees to indemnify and hold the Landlord harmless of and from any and all loss,costs,damages or expenses(including,without limitation,all attorneys'fees and disbursements)by reason of any claim of or liability to any other broker or person claiming through Tenant and arising out of or in connection with the negotiation, execution and delivery of this Lease. Additionally,Tenant acknowledges and agrees that Landlord shall have no obligation for payment of any brokerage fee or similar compensation to any person with whom Tenant has dealt or may in the future deal with respect to leasing of any additional or expansion space in the Building or renewals or extension of this Lease. 33. TAXES (a) Tenant shall be liable for and shall pay when due and Tenant hereby agrees to indemnify and hold Landlord harmless from and against any liability in connection with, all taxes levied against any personal property,fixtures, machinery,equipment,apparatus, systems and appurtenances placed by or on behalf of Tenant in or about or utilized by Tenant in,upon or in connection with the Premises("Equipment Taxes"). If any Equipment Taxes are levied against Landlord or Landlord's property or if the assessed values of property, fixtures, machinery,equipment, apparatus, systems or appurtenances of Tenant,and if Landlord, after written notice to Tenant,pays the Equipment Taxes or taxes based upon such an increased assessment(which Landlord shall have the right to do regardless of the validity of such levy,but under proper protest if requested by Tenant prior to such payment and if payment under protest is permissible),Tenant shall pay to Landlord upon demand, as Additional Rent hereunder,the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment provided,however,that in any such event,Tenant shall have the right,on behalf of Landlord and with Landlord's full cooperation,but at no cost to Landlord,to bring suit in any court of competent jurisdiction to recover the amount of any such tax so paid under protest, and any amount so recovered shall belong to Tenant(provided Tenant has previously paid such amount to Landlord). Notwithstanding the foregoing to the contrary, Tenant shall cooperate with Landlord to the extent reasonably necessary to cause the fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of which the Premises form a part, and Landlord shall use reasonable efforts to treat all other Tenants on the same basis.; (b) Tenant shall pay to Landlord,as Additional Rent,any excise,sales,privilege or other tax, assessment or other charge(other than income or franchise taxes)imposed, assessed or levied by any governmental or quasi-governmental authority or agency upon Landlord on account of the Lease,the rent or 22 other payments made by Tenant hereunder,any other benefit received by Landlord hereunder,Landlord's business as lessor hereunder,or otherwise in respect of or as a result of the agreement or relationship of Landlord and Tenant hereunder. 34 Substitution of Premises Deleted 35. RIGHTS RESERVED TO LANDLORD (a) All portions of the Building are reserved to Landlord except the Premises and the inside surfaces of all walls,windows and doors bounding in the Premises,but including exterior building walls,core corridor walls and doors and any core corridor entrance. Landlord also reserves any space in or adjacent to the premises used for shafts, stacks,pipes,conduits,fan rooms,ducts,electric or other utilities,sinks or other building facilities, and the use thereof as well as the right to access thereto through the premises for the purposes of operation, maintenance and repair,upon written notice of not less than twenty-four(24)hours,except in the event of emergencies or apparent emergencies,when no prior notice shall be required. (b)Landlord shall have the following right without liability to Tenant for damage or injury to property, person or business(all claim for damage being hereby waived and release), and without effecting an eviction or disturbance of Tenant's use or possession of the Premises or giving rise to any claim for setoffs or abatement of rent: (1)To enter the Premises as more fully provided in this Lease. (2) To install and maintain signs on the exterior and interior of the Building, except within the Premises, provided the signs do not block either completely or partially the exterior windows of the Premises. (3)Deleted. (4) To decorate,remodel,repair,alter or otherwise prepare the Premises for reoccupancy during the last six(3)months of the term hereof if,during or prior to such time, Tenant has vacated the Premises,or at any time after Tenant abandons the Premises. (5)To do or permit to be done any work in or about the exterior of the Building or any adjacent or nearby building,land,street or alley. (6) To grant to anyone the exclusive right to conduct any business or render any service in the Building, provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted by this Lease. 36. FORCE MAJEURE CLAUSE Wherever there is provided in this Lease a time limitation for performance by Landlord or Tenant of any obligation,including but not limited to obligations related to construction, repair, maintenance or service,the time provided for shall be extended for as long as and to the extent that delay in compliance with such limitation is due to an act of God,governmental control or other factors beyond the reasonable control of Landlord or Tenant. 37. SIGNage The Tenant may install on the exterior of the building and interior of windows of said Premises such sign and window lettering as it deems necessary and proper in the conduct of Tenant's business provided such signs and �� Tnit' ��/� • • 23 window lettering conform to requirements imposed by law and with the consent of the Landlord. Exhibit " D_",attached hereto and made a part hereof by reference is the existing Landlord sign criteria and illustrates the design and style of the sign which Tenant intends to install on the building portion of said Premises at commencement of the Lease term. Landlord hereby acknowledges and approves the style and design of the signs. However,Tenant reserves the right to make changes to sign location, design, configuration and size as it deems appropriate during the lease. Not withstanding the above each sign must be approved by the Oakwood Square Association and meet all requirements of Common Signage Plan for Building# 1 as reviewed and Approved By Zoning Compliance By City-County Planning Office Dated I 1-11-94 as well as complying with all City of Bozeman Requirements. The cost and expenses of these approvals shall be borne by the Tenant. Future changes to any signage must also satisfy all above requirements and all costs associated with changes shall be borne by the Tenant. If Landlord,during the term of this Lease or any extension or renewal thereof;changes sign criteria in effect on the Commencement Date of this Lease, or established sign criteria which require changes in any signs installed by Tenant pursuant to this paragraph, such changes shall be made subject to approval by Tenant,in its sole and absolute discretion, of the content and design of the sign, and at Landlord expense(which expense shall not be common area expense). Landlord acknowledges that identification of the Premises and display of window lettering as Tenant's place and type of business is a material consideration in Tenant's entering into this Lease, and that any breach of the provisions of the paragraph will constitute a material breach of the Lease. Upon such breach, Tenant,at its option may cancel this Lease by written notification to Landlord. 38.Attorneys' Fees In the event of any dispute hereunder, or any default in the performance of any term or condition of the Lease, the prevailing party shall be entitled to recover all costs and expenses associated therewith,including reasonable attorneys' fees 39. HAZARDOUS MATERIALS (a)Tenant shall not cause or permit any Hazardous Material to be brought upon,kept,or used in or about the Premises by Tenant,its agents,employees,contractors or licensees,without the prior written consent of landlord(which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises). If Tenant breaches the obligations stated in the preceding sentence,or if the presence of Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises or building Complex,or any part thereof,or if contamination of the Premises or Building Complex by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom,then Tenant shall indemnify defend and hold Landlord, its agents,employees, legal representatives, successors and assigns,harmless from any and all judgments,damages,penalties,fines,costs,liabilities,or losses (including,without limitation,diminution in value of the Premises and Building Complex, damages for the loss or restriction on use of any rentable or usable space or of any amenity of the Premises or Building Complex, attorneys;fees,consultant fees and expert fees)which arise during or after the Lease term as a result of such contamination. This indemnification of Landlord by Tenant includes,without limitation,costs incurred in connection with any investigation of site conditions or any cleanup, remedial,removal or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present in or about the Building Complex or the soil or ground water on or under the Building Complex as a result of Tenant. Without limiting the foregoing, if the presence of any Hazardous Material on or about the Building Complex caused or permitted by Tenant results in any contamination of any portion thereof,Tenant shall promptly take all actions at its sole expense as are necessary to return the Building Complex to the condition existing prior to the introduction of any such Hazardous Material by Tenant, subject to obtaining Landlord's prior written consent to the actions to be taken by Tenant. Landlord may properly require its -consent to the selection of the contractors and other experts involved in the inspection, testing and removal or t Tnitia /{/� 24 abatement activities,the scope of activities to be performed,the manner and method for performance of such activities,and such other matters as may be required or requested by Landlord for the safety of and continued use of the Building Complex and all occupants thereof. The obligations and liabilities of Tenant herein shall survive expiration or termination of this Lease (b)"Hazardous Material",as used in this Lease, shall be construed in its broadest sense and shall include asbestos, other asbestotic material(which is currently or may be designated in the future as a Hazardous Material), any, pesticides, paints and solvents, polychlorinated biphenyl, lead,cyanide,DDT,acids, ammonium compounds(excluding commercially used cleaning materials in ordinary quantities)and any substance or material if defined or designated as a hazardous or toxic substance,or other similar term,by any federal, state or local law, statute, regulation,or ordinance affecting the Building Complex or Premises presently in effect or that may be promulgated in the future, as such statutes,regulations and ordinances may be amended from time to time. 40.BANKRUPTCY OR INSOLVENCY If the Tenant becomes a debtor under Chapter 7 of the United States Bankruptcy Code,or in the event that a petition for reorganization or adjustment of debts is filed concerning the Tenant under Chapter 11 or Chapter 13 of the Bankruptcy Code,or a proceeding filed under Chapter 7 is transferred to Chapter 11 or 13,the Trustee or Tenant,as Debtor-in-Possession, shall be deemed to have rejected this Lease. No election by the Trustee or Debtor-in-Possession to assume this Lease shall be effective unless each of the following conditions,which Landlord and Tenant hereby acknowledge to be commercially reasonable in the context of a bankruptcy proceeding, has been satisfied,and the Landlord has so acknowledged in writing: (a) The Trustee or Debtor-in-Possession has cured,or has provided the Landlord"adequate assurance" (as hereinafter defined)that from the date of such assumption,the Trustee or Debtor-in-Possession will promptly cure all monetary and non-monetary defaults under this Lease. (b) The Trustee or Debtor-in-Possession has compensated,or has provided to the Landlord adequate assurance that within ten(10)days of the date of assumption,the Landlord will be compensated, for any pecuniary loss occurred by the Landlord arising from default of the Tenant,the Trustee or the Debtor-in- Possession as recited in the Landlord's written statement of pecuniary loss sent to the Trustee or Debtor-in- Possession. (c)The Trustee or Debtor-in-Possession has provided the Landlord with adequate assurance of future performance of each of the Tenant's,the Trustee's or Debtor-in-Possession's obligations under this Lease; provided,however,that: (1) The Trustee or Debtor-in-Possession shall also deposit with the Landlord,as security for the timely payment of rent and other sums due hereunder, an amount equal to three months Base Rent, Additional Rem and other monetary charges accruing under this Lease;and (2) The obligations imposed upon the Trustee or Debtor-in-Possession shall continue with respect to the Tenant or any assignee of this lease after the completion of the bankruptcy proceedings. (d) For purposes of this Paragraph,Landlord and Tenant acknowledge that, in the context of the bankruptcy proceeding of the Tenant,at a minimum,"adequate assurance"shall mean: (1) The Trustee or Debtor-in-Possession will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure the Landlord that the Trustee or Debtor-in-Possession will have sufficient funds to fulfill all of the obligations of Tenant under this Lease;or 14 Tnitial �� 25 • • (2) The Bankruptcy Court shall have entered an order segregating sufficient cash payable to the Landlord,and the Trustee or Debtor-in-Possession shall have granted to the Landlord a valid and effected fast lien and security interest or mortgage in property of the Tenant,the Trustee or Debtor-in-Possession, acceptable as to value and kind to the Landlord,in order to secure to the Landlord the obligation of the Tenant, Trustee or Debtor-in-Possession to cure the monetary or non-monetary defaults under the Lease within the time period set forth above. (e) The following conditions shall apply to any assignment of this Lease in Bankruptcy Proceedings: (1)If the Trustee or Debtor-in-Possession has assumed this Lease and elects to as3ign the Lease to any other person, such interest or estate of Tenant in the Lease may be so assigned only if the Landlord has acknowledged in writing that the intended assignee can provide to the Landlord "adequate assurance of future performance"(as hereinafter defined)of all of the terms,covenants and conditions of this Lease to be performed by the Tenant. (2) For the purposes of this provision,Landlord and Tenant acknowledge that,in the context of a bankruptcy proceeding,at a minimum,"adequate assurance of future performance"shall mean that each of the following conditions has been satisfied,and the Landlord has so acknowledged in writing: A. The proposed assignee has submitted a current financial statement audited by a Certified Public Accountant which shows the net worth and working capital and amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of Tenant's obligations under this Lease; B. The proposed assignee,if requested by the Landlord, shall have obtained guarantees in form and substance satisfactory to the Landlord from one or more persons who satisfy the Landlord's standards of creditworthiness; C. The Landlord has obtained all consents or waivers from any third party required under any lease,mortgage,financing arrangement,or other agreement by which the Landlord is bound, in order to permit the Landlord to consent to such assignment. 41. MISCELLANEOUS (a) The rules and regulations attached hereto as Exhibit E,as well as such rules and regulations as may hereafter be adopted by Landlord for the safety,care and cleanliness of the Premises and the Building and the preservation of good order thereon, are hereby expressly made a part hereof,and Tenant agrees to obey all such rules and regulations. The violation of any of such rules and regulations by Tenant shall be deemed a breach of this Lease by Tenant affording Landlord all the remedies set forth herein.l Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Building of any of said rules and regulations;. (b) The term"Landlord"as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned,shall be limited to mean and include only the owner or owners of the subject Premises at the time in question,and in the event of any transfer or transfers of the title thereto,Landlord herein named (and in the case of any subsequent transfers or conveyances,the then grantor)shall be automatically released from and after the date of such transfer or conveyance of all liability in respect to the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed End relating to events occurring thereafter; provided that any funds in the hands of Landlord or the then grantor at the time of such transfer in which Tenant has an interest shall be turned over to the grantee, and any amount then due and payable to Tenant by Landlord or the then grantor under any provisions of this Lease shall be paid to Tenant. '7.5 Tnitials 26 � • (c) This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant shall not be entitled to any setoff of the rent or other amounts owing hereunder against Landlord,if Landlord fails to perform its obligations set forth herein,except as herein specifically set forth;provided, however,the foregoing shall in no way impair the right of Tenant to commence a separate action against Landlord for any violation by Landlord of the provisions hereof so long as notice is first given to Landlord and any holder of a mortgage or deed of trust covering the Building Complex or any portion thereof whose address Tenant has been notified in writing and so long as an opportunity has been granted to Landlord and such holder to correct such violation as provided in Paragraph 41 (g)hereof. (d) If any clause or provision of this Lease is illegal,invalid or unenforceable under present or future laws effective during the term of this Lease,then and in that event,it is the intention of the parties hereto that the remainder of the Lease shall not be affected thereby,and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal,invalid or unenforceable,there shall be added as part of this Lease a clause or provision as similar in terms to such illegal,invalid or unenforceable clause or provision as may be possible and be legal,valid and enforceable, provided such addition does not increase or decrease the obligations of or derogate from the rights or powers of either Landlord or Tenant. (e) The captions of each paragraph are added as a matter of convenience only and shall be considered no effect in the construction of any provision or provisions of this Lease. (0 Except as herein specifically set forth,all terms,conditions and covenants to be observed and performed by the parties hereto shall be applicable to and binding upon their respective heirs,administrators, executors, successors and assigns. The terms,conditions and covenants hereof shall also be considered to be covenants running with the land. (g) Except as otherwise specifically provided herein,in the event Landlord shall fail to perform any of the agreements,terms, covenants or conditions hereof on Landlord's part to be performed, and such nonperformance shall continue for a period of thirty(30)days after receipt of written notice thereof, from Tenant to Landlord, or if such performance cannot be reasonably had within such thirty (30)day period, and Landlord shall not in good faith have commenced such performance within such thirty(30)day period and proceed therewith to completion, it shall be considered a default of Landlord under this Lease. Tenant shall give written notice to Landlord in the matter herein set forth and shall afford Landlord a reasonable opportunity to cure any such default. In addition, Tenant shall send notice of such default by certified or registered mail,with proper postage prepaid,to the holder of any mortgages or deeds of trust covering the Building Complex or any portion thereof of whose address Tenant has been notified in writing and shall afford such holder a reasonable opportunity to cure any alleged default on Landlord's behalf. (h) If there is more than one entity or person which or who are the Tenants under this Lease,the obligations imposed upon Tenant under this Lease shall be joint and several. (i) No act or thing done by Landlord or Landlord's agent during the term hereof,including but not limited to any agreement to accept surrender of the Premises or to amend or modify this Lease, shall be deemed to be binding upon Landlord unless such act or thing shall be by an officer of Landlord or a party designated in writing by Landlord as so authorized to act. The delivery of keys to Landlord, or Landlord's agent,employees or officers shall not operate as a termination of this Lease or a surrender of the Premises. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent,nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed as accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy available to Landlord. In the event the Landlord is in default under this Lease as provided herein, Tenant may, at its option �h Tnitia 27 • (1) take any process allowed bylaw to seek specific performance by Landlord. In the event Tenant seeks such specific performance the Base Rent and Additional Rent due under this Lease shall abate from the date of default until such default is corrected by lawful process or otherwise. (2) terminate this Lease by giving Landlord written notice and this Lease shall terminate and be void as of the date given such notice. In the event of such cancellation,the Lease shall be of no further forcer and effect,and neither party shall have the rights or obligations hereunder. 0) Landlord shall have the right to construct other building or improvements in any common area, or any other area designated by Landlord for use by Tenants or to change the location,character or make alterations of or additions to any of said common areas or other areas so long as Tenant's access and visibility are not disturbed. Landlord,during the entire term of the Lease, shall have the right to change the number and name of the Building at any time without liability to Tenant. (k)Tenant acknowledges and agrees that it has not relied upon any statements,representations, agreements or warranties, except such as are expressed in this Lease. (1)Notwithstanding anything to the contrary contained herein,Landlord's liability under this Lease shall be limited to its interests in this building and any proceeds derived therefrom. (in) Time is of the essence hereof. (n) Tenant and Landlord and the party executing this Lease on behalf of each of them represent to each other that such party is authorized to do so by requisite action of the board of directors or partners, as the case may be,and agree upon request to deliver to each other a resolution or similar document to that effect. (o)This Lease shall be governed by and construed in accordance with the laws of the State where the Premises are located. (p) This Lease,together with the exhibits attached hereto,contains the entire agreement of the parties and may not be amended or modified in any, manner except by an instrument in writing signed by both parties. . (q) Tenant shall not use the name of the Building,the Building Complex or the development in which the Building is situated as part of its legal or trade name,nor for any purpose other than as an address for the business to be conducted by Tenant in the Premises. (r) The submission or delivery of this document for examination and review does not connitute an option, and offer to lease space in the Building or an agreement to lease. This document shall have no binding effect on the parties unless and until executed by both Landlord and Tenant 42.PROPORTIONATE SHARE Whenever under any of the provisions of this Lease,Tenant is required to pay a proportionate share,such proportionate share shall be computed based on the ratio of the gross rentable square footage of the Premises to the gross rentable square footage of the Building Complex of which the Premises are a part. For p4rposes of computing the Tenant's proportionate share,the Premises are comprised of 1339.5 square feet,the Building Complex contains 17,8 22.81 square feet of gross rentable space. The Building consists of 12.649.57 square feet of gross rentable square feet.and the Unit contains 1339.5 square feet of gross rentable space. 43. RENEWAL OPTION 77 InitinI1Zjo "�/e 28 As provided above. 44. AMERICANS WITH DISABILITIES ACT(ADA) Landlord agrees that the building, including all common areas such as hallways,elevators,restroom, sidewalk and parking lots will comply with the Americans with Disabilities Act of 1990 and regulations promulgated thereunder. Landlord further agrees that,if it is determined that the building does not comply with the Americans with Disabilities Act, it will be solely liable for such failure and that it will among other things,take all actions, including remodeling,necessary to bring the building into compliance. Tenant agrees that its design and furnishing of the leased premises will comply with the Americans with Disabilities Act. 45. LAW COMPLIANCE The Premises will,at the time possession thereof is delivered to Tenant,comply with all laws,ordinances, orders, rules,regulations and requirements of all federal, state and municipal governments, departments, commissions,boards and officers, and all orders,rules and regulations of the National Board of Fire Underwriters, or any other body or bodies exercising similar function,which may be applicable to the Premises and to the Common areas of the building of which the Premises form a part,including, but not limited to,the sidewalks,alley ways,passage ways, corridor,elevators curbs and vaults adjoining the same,or to the use or manner of use of the premises or the owners,Tenants or occupants thereof. The obligations of Landlord under this paragraph shall survive Tenants acceptance of the Premises. 46. LANDLORD'S CONSENT Wherever in this Lease provision is made for obtaining the consent or approval of the Landlord,the Landlord agrees that it will not unreasonably withhold or delay such consent or approval. 47. Satellite Communication With the written consent of the Landlord, Tenant may install or cause to be installed any telephone or data transmission/receiving equipment, related antennae,computers,and all necessary wiring and conduits. The equipment will be installed in the Premises or within the Building Complex providing however,that any such equipment or wiring that is not installed within the Premises will require the additional prior written consent of the Oakwood Square Association. Outside installation of all equipment to specifically include antennae shall meet the requirements of the Oakwood Square Association requirements and that of the City of Bozeman. Tenant will indemnify Landlord for violations of applicable local,state, and federal codes directly controlling these Tenant installations and operations. Landlord acknowledges that operation of computers, data transmission/receiving equipment and all related accessories is critical to the Tenants' business and such installations are a material consideration Tenant entering into the Lease. 48. Landlord's Negligence Notwithstanding any provisions in this lease to the contrary,In the event of any loss, damage or injury to Tenant's property or to any person in or on the Premises caused in whole or in part by the gross negligent or willful act or omission of the Landlord,his agents or employees,where such loss or damage is not covered by Landlord's or Tenant's insurance,Landlord will be liable for such loss or damage. �R Tnitini-4�14e 29 IN WITNESS WHEREOF,the parties have executed thi greement as of the day and year first above written. ell �ST LANDLORD TENANT BY: William D.Kissler BY: Bill Partain IT'S:_Authhoorized Representative IT'S Chief Executive Officer Witness/, " Y'Q,QVLA 01WIPness A D. �� o ATTEST By: By: Title STATE OF /�7✓//s� ��i� County of The foregoing instnunent was acknowledged before me'this day of Witness my hand and official seal. My commission expires: Off O/ Notary Public STATE OF County �.9 Tnitiala 30 • • The foregoing instrument was acknowledged before me this day of a Witness my hand and official seal. My commission expires: Notary Public in Tnitink 31 Exhibit A DESCRIPTION OF PREMISES (to be supplied) I I I I I i l Initials 32 • • EXHIBIT B LEGAL DESCRIPTION (to be supplied) t 2�. Tnitink 33 EXHIBIT C ESTOPPEL AND COMMENCEMENT DATE CERTIFICATE THIS ESTOPPEL AND COMMENCEMENT DATE CERTIFICATE("Certificate")is executed this day of 19 by a ("Landlord")and a ("Tenant")with respect to and forming a part of theat certain Office Building Lease ("Lease")"dated 19 for the premises commonly known as ("Premises"). WITNESSETH WHEREAS,the parties desire to reaffirm and/or amend and certify to certain provisions of the Lease; and i WHEREAS,the parties desire that the matters set forth herein be conclusive and binding on the parties. NOW, THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. The Lease Commencement Date is deemed and agreed to be .19 ,and the Lease Termination Date is agreed and deemed to be 19 unless sooner terminated, as provided therein 2.Tenant's first installment of Base Rent in the amount of Dollars($ )for the period of (is due on)(was paid on) P 19 3. Tenant's first installment of Tenant's Pro Rata Share of Operating Expenses in the amount of Dollars($ )(is due on)(was paid on) ,19 4.On 19____,Tenant deposited with Landlord a security deposit in for form of in the amount of Dollars 5. By execution hereof, Tenant acknowledges and agrees that all improvements or other work required of Landlord has been satisfactorily performed and Tenant hereby accepts the Premises in full compliance with the terms and conditions of the Lease. 6. Except as may be amended herein, all terms and conditions of the Lease shall be continued in full force and effect and are hereby republished, ratified and reaffirmed in their entirety. i7 Tnitink 34 7. This Certificate shall be binding upon and may be relied upon y the parties hereto and their respective legal representatives, successors and assigns. IN WITNESS WHEREOF,the parties have executed this Certificate as of the day and year first above written. I LANDLORD TENANT BY: BY: ITS: Authorized Representative ITS Witness: Witness: ATTEST By: By: Title Title: STATE OF County of The foregoing instrument was acknowledged before me this day of a Witness my hand and official seal. My commission expires: Notary Public '44 Initials 35 STATE OF County of The foregoing instrument was acknowledged before me this day of a Witness my hand and official seal. My commission expires: Notary Public 25 Tnitisk 36 • • Exhibit D Signage Exhibit (to be supplied) ZF Tnitiak 37 � • i Exhibit E Rules and Regulations Landlord and Tenant agree that the following Rules and Regulation shall be and hereby are made a part of this Lease, and Tenant agrees that Tenant's employees and agents,or any others permitted by Tenant to occupy or enter the Premises,will at all time abide by said Rules and Regulations: 1, The sidewalks,entries,passages,corridors, stairways and elevators of the Building shall not be obstructed by Tenant, or Tenant's agents or employees,or used for any purpose other than ingress to and egress from the Premises. 2. Furniture,equipment or supplies will be moved in or out of the Building only using the door designated by Landlord and then only during such hours and in such manner as may be prescribed by Landlord and upon no less than forty-eight(48)hours prior notice to Landlord. Landlord shall have the right to approve or disapprove the movers or moving company employed by Tenant Tenant shall cause its movers to use only the loading facilities and door designated by Landlord. In the event Tenant's movers damage any part of the Building, Tenant shall forthwith pay to Landlord the amount required to repair said damage. Tenant shall insure that deliveries of materials and supplies to the premises are made through such entrances, and corridors and at such times as may from time to time be designated by Landlord,and shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in or to the Building or Building Complex caused by any person making such deliveries. i 3. No safe or articles,the weight of which may in the opinion of Landlord constitute a hazard or damage to the Building or Building's equipment, shall be moved into the Premises. 4. Safes and other equipment,the weight of which is not excessive, shall be moved into,from and about the Building only during such hours and in such manner as shall be prescribed by Landlord;and Landlord shall have the right to designate the location of such articles in the Premises. 5. During the entire term of this Lease,Tenant shall,at Tenant's expense, install and maintain under each and every caster chair a chair pad to protect the carpeting. 6. No sign,advertisement or notice shall be inscribed,painted or affixed on any part of the inside or outside of the Building unless of such color, size and style and in such place upon or in the Building,as shall be first designated and approved in writing by Landlord,provided,however,there shall be no obligation or duty on Landlord to allow any sign,advertisement or notice to be inscribed,painted or affixed on any part of the inside or outside of the Building except as otherwise provided in the Lease. No furniture shall be placed in front of the Building or in any lobby or corridor,without the prior written discretionary consent of Landlord. Landlord shall have the right to remove all non permitted signs and furniture,without notice to Tenant, and at the expense of Tenant. 7. Tenant shall not do or permit anything to be done in the Premises or bring or keep anything therein which would in any way increase the rate of fire insurance on the Building.or on property kept therein,constitute a nuisance or waste,or unreasonably obstruct or interfere with the rights of other Tenants, or in any way injure them,or conflict with any of the rules or ordinances of the Fire Department or of the Department of Health of the City and County where the Building is located. 8. Tenant shall not employ any person or persons other than the janitor of Landlord for the purposes of cleaning or taking care of the Premises,without the prior written consent of Landlord. Landlord shall be in no way responsible to Tenant for any loss of property from the Premises,however occurring,or for any damage done to Tenant's furniture or equipment by the janitor or any of janitor's staff, or by any other person or persons whomsoever; provided, however,that the janitorial staff is bonded. The janitor of the Building may at all time 27 initisalc 38 keep a pass key,and other agents of Landlord shall at all times be allowed admittance to the Premises as provided in the lease. 9. Water closets and other water fixtures shall not be used for any purpose other than that for which the same or intended,and any damage resulting to the same from misuse on the part of Tenant,Tenant's agents or employees,shall be paid for by Tenant. No person shall waste water by tying back or wedging the faucets or in any other manner. 10. With the exception of seeing-eye dogs,no animals shall be allowed in the offices,halls,corridors and elevators in the Building. No person shall disturb the occupants of this or adjoining buildings or premises by the use of any radio, sound equipment or musical instrument or by the making of loud or improper noises which may be heard outside of the premises. 11. No vehicles,including bicycles,shall be permitted in the offices,halls,and corridors,in the Building nor shall any vehicle be permitted to obstruct the sidewalks or entrances of the building. 12. Tenant shall not allow anything to be placed on the outside of the Building,nor allow anything to be thrown by Tenant, Tenant's agents or employes,out of the windows or doors,or down the corridors, elevator shafts,or ventilating ducts or shafts of the Building. Tenant,except in case of fire or other emergency, shall not open any outside window. 13. No additional lock or locks shall be placed by Tenant on any door in the Building unless written consent of Landlord shall first have been obtained. If,with Landlord's consent, Tenant installs lock(s) incompatible with the Building Master Locking System: (a)Landlord,without abatement of rent,shall be relieved of any obligation under this Lease to provide any service the affected areas which requires access thereto;(b)Tenant shall indemnify Landlord against any expenses as a result of forced entry thereto,which may be required in an emergency;and(c)Tenant shall at the end of the term and at Landlord's request remove such locks)at Tenant's expense. A reasonable number of keys to the toilet rooms if locked by Landlord will be furnished by Landlord,and neither Tenant,Tenant's agents or employees shall have any duplicate keys made. At the termination of this tenancy, Tenant shall promptly return to Landlord all keys to offices, toilet rooms or vaults. Landlord may from time to time install and change locking mechanisms on entrances to the Building,Building Complex and the Premises,and shall provide Tenant with two(2)sets of keys for each lockset at no additional charge. 14. No window shades,blinds,screens,draperies or other window coverings will be attached or detached by Tenant without Landlord's prior written consent. Tenant agrees to abide by Landlord's rules with respect to maintaining uniform curtains,draperies and/or lining at all windows and hallways. 15. No awning shall be placed over any window. 16. If Tenant desires telegraphic telephonic or other electric connections,Landlord or Landlord's agents will direct the electricians as to where and how the wires may be introduced and without such directions, no boring or cutting for wires will be permitted. Any such installation and connection shall be made at Tenant's expense. 17. Tenant shall not install or operate any steam or gas engine or boiler, or carry on any mechanical operation in the Premises. The use of oil,gas or inflammable liquids for heating,lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Building Complex. 18. Any painting or decorating as may be agreed to be done by and at the expense of Landlord shall be done during regular weekday working hours. Should Tenant desire such work on Saturdays, Sundays,holiday IR Tnitialc 39 • • or outside of regular working hours,Tenant shall pay for the extra cost thereof. Tenant shall carry out Tenant's repair,maintenance,alterations and improvements in the Premises only during times agreed to in advance by Landlord and in a manner which will not unreasonably interfere with the rights of the other tenants in the Building or Building Complex. 19. Except as permitted by Landlord and except for normal office decorating,Tenant shall not mark upon,paint signs upon,cut, drill into,drive nails or screws into,or in any way deface the walls,ceilings, partitions or floors of the Premises or of the Building, and any defacement, damage or injury caused by Tenant, Tenant's agents or employees,shall be paid for by Tenant. 20. Landlord shall have the right,by Landlord's representatives or agents,to enter the Premises and show the same to persons wishing to lease them as provided in the Lease,and may at any time within sixty(60) days preceding the termination of Tenant's Lease term,place upon the doors and windows of the Premises a "For Rent"sign, which notice shall not be removed by Tenant. 21.. Tenant shall not unreasonably obstruct or interfere with the rights of other tenants of the Building, or of persons having business in the Building,or in any way injure er amey such tenants or persons. 22. Tenant shall not commit any act or permit anything in or about the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or property by reason of any business or operation being carried on in or about the Building or for any other reason. 23 Tenant shall not use the Building for lodging,sleeping,cooking or for any illegal purpose or for any purpose that will damage the Building,or for any purposes other than those specified in the lease. . 24. Canvassing, soliciting,and peddling in the Building are prohibited, and Tenant shall cooperate to prevent such activities. 25.Tenant shall not conduct mechanical or manufacturing operations,cook or prepare food,or place or use any inflammable combustible explosive, or hazardous fluid, chemical,device, substance or material in or about the Building. Tenant shall comply with all statutes,ordinances,rules,orders,regulations and requirements imposed by governmental or quasi-governmental authorities in connection with fire and public safety and fire prevention and shall not commit any act or permit any object to be brought or kept in the Building,which shall result in a change of the rating of the Building by the Insurance Services Officer ar any similar person or entity. 26. Tenant shall not use the building for manufacturing or for the storage of goods,wares or merchandise,except as such storage may be incidental to the use of the Premises for general office purposes and except in such portions of the Premises as may be specifically designated by Landlord for such storage. Tenant shall not occupy the Building or permit any portion of the Building to be occupied for the manufacture or direct sale of liquor narcotics,or tobacco in any form,or as a medical office,barber shop manicure shop, music or dance studio or employment agency. Tenant shall not conduct in or about the Building any auction,public or private,without the written approval of Landlord. 27. Tenant shall not use in the Building any machines, other than the standard office machines such as typewriters, calculators, copying machines, personal computers,fax machines and similar machines,without the express prior written const of Landlord. All office equipment and any other device of any electrical or mechanical nature shall be placed by Tenant in the Premises in settings approved by Landlord, so as to absorb or prevent any vibration, noise or annoyance. Tenant shall not cause excessive noises,vibration, or noxious odors within the Building 28. Tenant shall not deposit any trash, refuse,cigarettes,or other substances of any kind within or out of the Building except in the refuse containers provided therefore. Tenant shall not introduce into the Building any substance which might add an undue burden to the cleaning or maintenance of the Premises or the Building. IQ Tnitink i 40 Tenant shall exercise its best efforts to keep the sidewalks,entrances,passages,courts, lobby areas,garages or parking areas,elevators,escalators, stairways,vestibules, public corridors and halls in and about the Building clean and free from rubbish. 29.Tenant shall use the Common Areas only as a means of ingress and egress, and Tenant shall permit no loitering by any person upon Common Areas or elsewhere within the Building. The Common Areas and roof of the Building are not for the use of the general public,and Landlord shall,in all cases,retain the right to control or prevent access thereto by all persons whose presence in the judgement of the Landlord, shall be prejudicial to the safety, character,reputation or interests of the Building and it tenants. Tenant shall not enter the mechanical rooms,air conditioning rooms,electrical closets,or similar areas or go upon the roof of the Building without express prior written consent of Landlord. 30. Landlord its agents or representatives reserve the right to exclude or expel from the Building any person,who,in the good judgement of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner act in violation of the rules and regulations of the Building. 31 Subject to applicable fire or other safety regulations, all doors opening into Common Area and all doors upon the perimeter of the Premises shall be kept closed and,during nonbusiness hours,locked, except when in use for ingress or egress. If Tenant uses the Premises after regular business hours or on nonbusiness days,Tenant shall lock any entrance doors to the Building or to the Premises used by Tenant immediately after using such doors. 32. Tenant shall not permit its employees or agents to smoke in any lobby,hallway or restroom within the Building Complex or in any other areas of the Building Complex posted as a non-smoking areE. 33. Tenant agrees that Landlord may reasonably amend,modify,delete or add new and additional rules and regulations to the use and care of the Premises and the Building, provided such changes shall not unreasonably interfere with Tenant's use of the Premises for office purposes. Tenant agrees to comply with all such rules and regulations upon notice to Tenant from Landlord thereof,In the event of any breach of any rules and regulations herein set forth or any reasonable amendments,modifications or additions thereto Landlord shall have as remedies in the Lease provided for in the event of default by Tenant. 36. All references in these Rules and Regulations to"Tenant" shall be deemed to include the employees,agents,and licensees of Tenant and others permitted by Tenant to use or occupy the Premises. 40 Tnitials