EXHIBIT 6.7
INDUSTRIAL LEASE AGREEMENT
--------------------------
THIS LEASE is made this 18th day of June, 1999, between CLO Enterprises as
LESSOR, and Circle Group Internet, Inc. as LESSEE.
LESSOR hereby leases to LESSEE, and LESSEE hereby leases from LESSOR, the
following described premises, hereinafter referred to as "the premises", in
the Village of Mundelein, County of Lake, State of Illinois.
To wit: 9,325 rentable square feet of space, within 43,493 total rentable
square feet of building space, located at 0000-0000 Xxxxxx Xxxxx, Xxxxxxxxx,
XX 00000. LESSEE'S address will be 0000 Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000
which will be used only for a term of five (5) years, beginning on the 15th
day of August, 1999, and ending at the end of the last day of the fifth year
thereafter. LESSEE agrees to pay to LESSOR base rents, in monthly installments
as listed below, each due and payable on the first day of each and every month
of the term hereof, in advance at, CLO Enterprises x/x Xxxxxx Xxxxxxx, 000
X.X. Xxxxxxx Xx., Xxxxxxxxx, XX 00000, or at such other place as LESSOR may
designate from time to time, in writing. LESSEE agrees to use and occupy the
premises only for the permitted use of an internet service company and for no
other purpose without LESSOR'S prior written consent.
Months Base Rents per Month
------ --------------------
01-03 $ 2,200.00 Beginning 11/1
04-06 $ 2,950.00 2/1 - 4/30
07-09 $ 3,640.00 5/1 - 7/30
10-12 $ 4,750.00 8/1 - 10/31
13-60 $ 5,100.00 11/1 -
LESSEE shall have the option to renew the lease term for an additional five
(5) year term provided LESSEE gives LESSOR written notice not less than six
(6) months prior to the end of the primary term, and provided LESSEE is in
full compliance and not in default of this lease at the time the renewal
option is exercised, and for each month subsequent to that date but prior to
the effective date of the option term commencement. Prior to commencement of
the option term, LESSEE shall deposit a sum sufficient to bring its total
security deposit to $5,300.00. The Base Rents for the Option terms shall be:
Months Base Rents per Month
------ --------------------
01-12 $ 5,300.00
13-24 $ 5,490.00
25-36 $ 5,680.00
37-48 $ 5,880.00
49-60 $ 6,095.00
1
Concurrently, with its execution of this lease, LESSEE shall deliver to LESSOR
a check in the sum of $9,512.00 as security for the performance by LESSEE of
every covenant and condition of this lease. Said deposit may be commingled
with other funds of LESSOR, and shall bear no interest. If LESSEE shall
default with respect to any covenant or condition of this lease, including,
but not limited to the payment of any sum in default or any sum which LESSOR
may be required to spend by reason of LESSEE'S default, then LESSOR may use
such portion of the security deposit as necessary to cover or compensate for
such default. In the event LESSOR so uses the security deposit in part or in
whole, LESSEE will restore security deposit to the required amount upon notice
of said default plus a processing fee of $50.00 for each incident. Should
LESSEE comply with all of the covenants and conditions of this lease, the
security deposit or any balance thereof shall be returned to LESSEE at the
expiration of the term thereof subject to Article 35.
LESSOR and LESSEE further agree as follows:
1. POSSESSION AT BEGINNING OF TERM: LESSEE shall be entitled to
possession of the premises when the "work" (as defined in Exhibit "A") is
"substantially completed" (as defined in Exhibit "A") subject to early access to
the premises by LESSEE as provided under Article 7 of Exhibit "A"). LESSOR shall
use due diligence to give possession as nearly as possible at the beginning of
the lease term of this lease which is August 15, 1999, and rent shall xxxxx pro
rata for the period of delay in so doing. LESSEE shall make no other claim
against LESSOR for any such delay.
2. INSURANCE: LESSEE shall pay LESSOR as additional rent its pro rata
share of the building insurance in monthly installments equal to 1/12th of the
most recent insurance premium. LESSOR shall notify LESSEE on the anniversary
date of the insurance policy if any adjustments are required to the monthly
installments and provide LESSEE copy of the insurance premium evidencing said
adjustment. LESSEE shall comply with all insurance regulations so the lowest
fire, lightning, explosion, extended coverage and liability insurance rates may
be obtained; and nothing shall be done or kept in or on the premises for any of
such insurance on the premises or on any building of which the premises are a
part or any contents located therein, over the rate usually obtained for the
proper use of the premises permitted by this lease or which will cause
cancellation of any such insurance.
If during the term of this lease the annual premium for fire and (what
is commonly known as) extended coverage insurance increases due to LESSEE'S
use within the premises, then LESSEE shall pay, as additional rent, the amount
of such increase, which amount shall be payable within (10) ten days from the
date of LESSOR'S notice of an amount so due hereunder.
3. INDEMNITY AND PUBLIC LIABILITY: LESSEE covenants at all times to
save LESSOR harmless from all loss, liability, cost or damages that may occur or
be claimed with respect to any person or persons, corporation, or property on or
about the premises or to the
2
property itself resulting from any act done or omission by or through the
LESSEE, its agents, employees, invitees, or any person on the premises by reason
of LESSEE'S use of property and all loss, cost, liability, or expense resulting
there from up to the limits of liability insurance required by this lease.
LESSEE further covenants and agrees to maintain at all times, during the term of
this lease, comprehensive public liability insurance in which the premises are
located and satisfactory to LESSOR, properly protecting and indemnifying LESSOR
in an amount of not less than TWO MILLION DOLLARS ($2,000,000.00), combined
single limit for bodily injury or property damage. LESSEE shall furnish LESSOR
with a current certificate or certificate of insurance, coverage such insurance
so maintained by LESSEE. These copies or certificates shall include an
endorsement which states that such insurance shall not be cancelled without
thirty days prior written notice to LESSOR. LESSOR shall be named as additional
insured on the liability insurance policy. LESSEE shall carry adequate workmen's
compensation insurance and also provide evidence of said insurance to LESSOR.
4. ASSIGNMENT AND SUBLEASE: LESSEE shall not assign. transfer or
encumber this lease and shall not sublease the premises or any part thereof or
allow any other person to be in possession thereof without the prior written
consent of LESSOR, in each and every instance, which consent or consents shall
not be unreasonably withheld.
5. SIGNS AND ADVERTISEMENTS: LESSEE shall not put upon nor permit to be
put upon any part of the premises, any signs, billboards or advertisements
whatsoever, without the prior written consent of LESSOR.
6. ACCEPTANCE, MAINTENANCE AND REPAIR: LESSEE has inspected and knows
the condition of the premises and accepts the same in their present condition
(subject to ordinary wear, tear, and deterioration in the event the term
commences after the date hereof and to the rights of present or former occupant
or occupants, if any, to remove movable property). LESSOR shall take good care
of the premises and the equipment and fixtures therein (including, but not
limited to, replacement of parts and components of heating and air conditioning
equipment and by maintaining records of semi-annual maintenance checks by a
qualified technician) and shall keep the same in good working order and
condition, including particularly, but not limited to, protecting water pipes,
heating and air conditioning equipment, plumbing, windows, doors, frames, dock
bumpers, fixtures, appliances, and sprinkler system from becoming frozen or
being damaged, and shall keep the premises and the approaches, sidewalks,
parking areas, landscaped areas and the alleys adjacent thereto, if any, clean,
sightly and free from ice and snow. LESSEE shall pay as additional rent its pro
rata share of maintenance and repairs in monthly installments equal to 1/12th of
the most recent maintenance and repair expenses or mutually agreed upon estimate
provided by LESSOR. At the expiration of the term, LESSEE shall surrender the
premises broom clean, in as good condition as the reasonable use thereof will
permit. All damage or injury to the premises not caused by fire or other
casualty and all damage to glass, windows, walls, ceilings, flooring and doors
shall be promptly repaired by the LESSEE.
7. LESSOR'S RIGHT OF ENTRY: LESSOR or LESSEE'S agent may enter the
premises at reasonable hours to examine the premises and to do anything LESSOR
may
3
be required to hereunder or which LESSOR may deem necessary for the good of the
premises or any building of which they are a part; and, during the last 180 days
of this lease, LESSOR may display a "For Rent" sign on, and show the premises.
8. PARKING LOT MAINTENANCE: LESSOR shall be responsible for maintenance
of the parking lot and common areas including snow removal, cleaning, repainting
and repairs. LESSEE shall pay, as additional rent its pro rata share of the
parking lot maintenance and common areas, including snow removal etc., in
monthly installments equal to 1/12th of the most recent parking lot maintenance
and snow removal expenses or mutually agreed upon estimates provided by LESSOR.
LESSEE shall insure that the parking lot is not damaged by placement or movement
of trash containers or the dollies on semitrailer trucks and LESSEE shall be
responsible for the repair of same during the term of the lease and upon
termination thereof. LESSEE understands and agrees that no personal or business
property shall be stored in the parking area or any place outside the building.
LESSEE shall not permit its employees, customers, agents, contractors or vendors
to utilize more than _______ parking spaces in the parking area immediately
adjacent to the premises.
9. MAINTENANCE AND REPAIR BY LESSOR: LESSOR shall keep in repair,
ordinary wear and tear excepted, the roof and exterior walls (exclusive of
inside surfaces), gutters and downspouts of the building in which the premises
are a part, except as to damage arising from the negligence of the LESSEE, but
nothing herein shall be construed as requiring LESSOR to repair any front or
other part installed by the LESSEE. LESSOR reserves the right to the exclusive
use of the roof and exterior walls which LESSOR is so obligated to repair.
10. DAMAGE BY CASUALTY: In case, during the term created or previous
thereto, the premises hereby let, or the building of which said premises are a
part, shall be destroyed or shall be so damaged by fire or other casualty as to
become untenantable, then in such event, at the option of the LESSOR, the term
hereby created shall cease, and this lease shall become null and void from the
date of such damage or destruction and the LESSEE shall immediately surrender
said premises and all interest therein to LESSOR, and LESSEE shall pay rent
within said term only to the time of such surrender, provided, however, that
LESSOR shall exercise such option to so terminate this lease by notice in
writing delivered to LESSEE within thirty days after such damage or destruction.
In case LESSOR shall not so elect to terminate this lease, in such event, this
lease shall continue in full force and effect and the LESSOR shall repair the
premises with all reasonable promptitude, placing the same in as good a
condition as they were at the time of the damage or destruction, and for that
purpose may enter said premises and rent shall xxxxx in proportion to the extent
and duration of untenantability. In either event LESSEE shall remove all
rubbish, debris, merchandise, furniture, equipment and other of its personal
property, within five days after the request of the LESSOR. If the premises
shall be but slightly injured by fire or other casualty, so as not to render the
same untenantable and unfit for occupancy, then the LESSOR shall repair the same
with all reasonable promptitude, and in that case the rent shall not xxxxx. No
compensation or claim shall be made by or allowed to the LESSEE by reason of any
inconvenience or annoyance arising from the necessity of repairing any portion
of the building or the premises, however the necessity may occur.
4
11. PERSONAL PROPERTY: LESSOR shall not be liable for any loss or
damage to any merchandise, personal or business property in or about the
premises, regardless of the cause of such loss or damage.
12. ALTERATIONS: LESSEE shall not make any alterations or additions in
or to the premises without the prior written consent of LESSOR.
13. UTILITIES AND SERVICES: LESSEE shall furnish and pay for all
electricity, gas, water, fuel and any services or utilities used in or assessed
against the premises including, but not limited to, any charges for the burglar
and fire monitoring systems which shall include line and installation charges if
necessary, unless otherwise herein expressly provided.
14. PUBLIC REQUIREMENTS: LESSEE shall comply with all laws, orders,
ordinances, and other public requirements now or hereafter affecting the
premises or the use thereof. and save LESSOR harmless from expense or damage
resulting from failure to do so.
15. MULTIPLE TENANT BUILDINGS: If the premises are a part of a multiple
tenant building, it is understood that the responsibility of LESSEE for
additional rent as called for in Articles 2, 6, 8 and 17 of this lease shall be
a percentage of the total square feet of building space (43,493 Sq. Ft.) divided
by the rentable area occupied by LESSEE (9,325 Sq. Ft.). LESSEE shall pay LESSOR
for LESSEE'S pro rata share of said expenses stated in Articles 2, 6, 8 and 17
of this lease. LESSEE'S pro rata share is 21.44%. LESSEE agrees to conduct its
business in a manner that will not be objectionable to other tenants in the
building of which the premises are a part, including noise, vibration, odor, or
fumes. In the event LESSOR receives complaints from other tenants in the
building and determines, in its sole and reasonable judgment, that LESSEE is
conducting its operations in a manner objectionable to other tenants, LESSEE
agrees, upon written notice from LESSOR, to promptly modify the conduct of its
operations to eliminate such objectionable operations.
16. FIXTURES: All buildings, repairs, alterations, additions,
improvements, installations, and any other fixtures by whomsoever installed or
erected (except such business trade fixtures and equipment belonging to LESSEE
as can be removed without damage to or leaving incomplete the premises or
building) shall belong to LESSOR and remain on and be surrendered with the
premises as a part thereof at the expiration of this lease or any extension
thereof
17. REAL ESTATE TAXES: LESSEE shall pay as additional rent its pro rata
share of real estate taxes, both general and special, including the expense of
protesting, negotiating or contesting the amount or validity of any such taxes,
payable with respect to the leased premises during any lease year. LESSEE shall
pay to LESSOR monthly installments in the amount of 1/12th of the most recent
real estate tax xxxx or 1/12th of LESSOR'S reasonable estimate of the next tax
xxxx sum. LESSOR shall notify LESSEE on the anniversary date of the tax xxxx if
any adjustments arc required to the monthly installments and provide LESSEE a
copy of the tax xxxx evidencing said adjustment.
18. EMINENT DOMAIN: If the premises or any substantial part thereof
shall be taken by any competent authority under the power of eminent domain or
be acquired for any public or quasi-public use or purpose, the term of this
lease shall cease and terminate upon the date when the possession of said
premises of the part thereof so taken shall be required for such
5
use of purpose and without apportionment of the award, and LESSEE shall have no
claim against LESSOR for the value of any unexpired term of this lease. If any
condemnation proceeding shall be instituted in which it is sought to take or
damage any part of LESSOR'S building or the land under it or if the grade of any
street or alley adjacent to the building is changed by any competent authority
and such change of grade makes it necessary or desirable to remodel the building
to conform to the changed grade, LESSOR shall have the right to cancel this
lease after having given written notice of cancellation to LESSEE not less than
ninety (90) days prior to the date of cancellation designated in the notice. In
either of said events rent at the then current rate shall be apportioned as of
the date of the termination. No money or other consideration shall be payable by
the LESSOR to the LESSEE for the right of cancellation and the LESSEE shall have
no right to share in the condemnation award or in any judgement for damages
caused by the taking or the change of the grade. Nothing in this paragraph shall
preclude an award being made to LESSEE for loss of business or depreciation to
and cost of removal of equipment or fixtures.
19. WAIVER OF SUBROGATION: As part of the consideration for this lease
each of the parties hereto hereby releases the other party hereto from all
liability for damage due to any act or neglect of the other party (except as
hereinafter provided) occasioned to property owned by said parties which is or
might be incident to or the result of a fire or any other casualty against loss
for which either of the parties is now carrying or hereafter may carry
insurance; provided, however, that the releases herein contained shall not apply
to any loss or damage occasioned by the willful, wanton, or premeditated
negligence of either of the parties hereto, and the parties hereto further
covenant that any insurance that they obtain on their respective properties
shall contain an appropriate provision whereby the insurance company, or
companies, consent to the mutual release of liability contained in this
paragraph.
20. DEFAULT AND REMEDIES: In the event: (a) LESSEE fails to comply with
any term, provision, condition, or covenant of this lease; (b) LESSEE deserts or
vacates the premises; (c) any petition is filed by or against LESSEE under any
section or chapter of the Federal Bankruptcy Act, as amended, or under any
similar law or statute of the United States or any state thereof; (d) LESSEE
becomes insolvent or makes a transfer in fraud of creditors, (e) LESSEE makes
any assignment for benefit of creditors; or (f) a receiver is appointed for
LESSEE or any of the assets of LESSEE, then in any of such events LESSEE shall
be in default and, LESSOR shall have the option to do any one or more of the
following upon ten (10) days prior written notice, excepting the payment of rent
or additional rent for which no demand or notice shall be necessary, in addition
to and not in limitation of any other remedy permitted by law, to enter upon the
premises or any part thereof either with or without process of law, and to
expel, remove and put out LESSEE or any other persons who might be thereon,
together with all personal property found therein; and, LESSOR may terminate
this lease or it may from time to time, without terminating this lease, rent
said premises or any part thereof for such term or terms (which may be for a
term extending beyond the term of this lease) and at such rental or rentals and
upon such other terms and conditions as LESSOR in its sole discretion may deem
advisable, with the right to repair, renovate, remodel, redecorate, alter and
change said premises. At the option of LESSOR, rents received by LESSOR from
such reletting shall be applied first to the payment of any indebtedness from
LESSEE to LESSOR other than rent and additional rent due hereunder; second, to
payment of any costs and expenses of such reletting including, but not
6
limited to, attorney's fees, advertising fees, brokerage fees, alterations and
changes in the premises; third, to the payment of rent and additional rent due
and payable hereunder and interest thereon, and if after applying said rentals
there is any deficiency in the rent and additional rent and interest to be paid
by LESSEE under this lease, LESSEE shall pay any such deficiency to LESSOR and
such deficiency shall be calculated and collected by LESSOR monthly. No such
re-entry or taking possession of said premises shall be construed as an election
of LESSOR'S part to terminate this lease unless written notice of such intention
be given to LESSEE. Notwithstanding any such reletting without termination,
LESSOR may at any time thereafter elect to terminate this lease for such
previous breach and default. Should LESSOR at any time terminate this lease by
reason of any default, in addition to any other remedy it may have, it may
recover from LESSEE the worth at the time of such termination of the excess of
the amount of rent and additional rent reserved in this lease for the balance of
the term hereof over the then reasonable rental value of the premises for the
same period. LESSOR shall have the right and remedy to seek redress in the
courts at any time to correct or remedy any default of LESSEE by injunction or
otherwise, without such resulting or being deemed a termination of this lease,
and LESSOR, whether this lease has been or is terminated or not, shall have the
absolute right by court action or otherwise to collect any and all amounts of
unpaid rent or unpaid additional rent reserved in this lease for the balance of
the term hereof over the then reasonable rental value of the premises for the
same period. LESSOR shall have the right and remedy to seek redress in the
courts at any time to correct or remedy any default of LESSEE by injunction or
otherwise, without such resulting or being deemed a termination or not, shall
have the absolute right by court action or otherwise to collect any and all
amounts or unpaid rent or unpaid additional rent or any other sums due from
LESSEE to LESSOR under this lease which were or are unpaid at the date of
termination. In case it should be necessary for LESSOR to bring any action under
this lease, to consult or place said lease or any amount payable by LESSEE
hereunder with an attorney concerning or for the enforcement of any of LESSOR'S
rights hereunder, the LESSEE agrees in each and any such case to pay to LESSOR,
LESSOR'S reasonable attorney's fees.
21. WAIVER: The rights and remedies of the LESSOR under this lease, as
well as those provided or accorded by law, shall be cumulative, and none shall
be exclusive of any other rights or remedies hereunder allowed by law. A
waiver by LESSOR of any breach or breaches, default or defaults of LESSEE
hereunder shall not be deemed or construed to be a continuing waiver of such
breach or default nor as a waiver of or permission, expressed or implied, for
any subsequent breach or default, and it is agreed that the acceptance by
LESSOR of any installment of rent subsequently to the date the same should
have been paid hereunder, shall in no manner alter or affect the covenant and
obligation of LESSEE to pay subsequent installments of rent promptly upon the
due date thereof. No receipt of money by LESSOR after the termination in any
way of this lease shall reinstate, continue or extend the term above demised.
22. NOTICES: Any notice hereunder shall be sufficient if sent by
registered or certified mail, addressed to LESSEE at the premises, and to LESSOR
where rent is payable.
23. SUBORDINATION: In the event LESSOR holds title to said premises by
virtue of a lease, then this sublease is and shall remain subject to all of the
terms and conditions of such underlying lease so far as shall be applicable to
the premises herein leased. This lease shall also
7
be subject and subordinate in law and equity to any existing or future mortgage
or deeds of trust placed by LESSOR upon the leased premises or the building of
which the premises form a part.
24. SUCCESSORS: The provisions, covenants, and conditions of this lease
shall bind and inure to the benefit of the legal representatives, heirs,
successors and assigns of each of the parties hereto. except that no assignment
or subletting by LESSEE without the written consent of LESSOR shall vest any
right in the assignee or sublessee of the LESSEE.
25. QUIET POSSESSION: LESSOR agrees that so long as LESSEE fully
complies with all of the terms, covenants and conditions herein contained on
LESSEE'S part to be kept and performed, LESSEE shall and may peaceably and
quietly have, hold and enjoy the said premises for the term aforesaid, it being
expressly understood and agreed that the aforesaid covenant of quiet enjoyment
shall be binding upon the LESSOR, its heirs, successors, or assigns. LESSOR
further covenants and represents that LESSOR has full right, title, power and
authority to make, execute and deliver the lease.
26. BANKRUPTCY: Neither this lease nor any interest therein nor any
estate hereby created shall pass to any trustee or receiver in bankruptcy or to
any other receiver or assignee for the benefit of creditors by operation of law
or otherwise during the term of this lease or any renewal thereof.
27. ENTIRE AGREEMENT: This lease contains the entire agreement between
the parties, and no modification of this lease shall be binding upon the parties
unless evidenced by an agreement in writing signed by the LESSOR and the LESSEE
after the date hereof. If there be more than one LESSEE named herein, the
provisions of this lease shall be applicable to and binding upon such LESSEES,
jointly and separately.
28. ESTOPPEL CERTIFICATE BY LESSEE: LESSEE further agrees at any time
and from time to time, upon not less than twenty (20) days prior written request
by LESSOR, to execute, acknowledge and deliver to LESSOR a statement in writing
certifying 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), and the date to which the rental and
other charges have been paid in advance, if any, it being intended that any such
statement delivered pursuant to this paragraph, may be relied upon by any
prospective purchaser upon the fee, of the demised premises.
29. LESSEE: From time to time during the term of this lease and for a
reasonable purpose, LESSEE shall provide to LESSOR copies of its audited or
certified financial statements within thirty (30) days from LESSOR'S written
request.
30. LIENS AND ENCUMBRANCES: LESSEE shall not perform any act which
shall in any way encumber the title of LESSOR in and to the Leased Premises or
the Real Estate, nor shall the interest or estate of LESSOR in the Leased
Premises or the Real Estate be in any way subject to any claim by way of lien or
encumbrance, whether by operation of law or by virtue or any express or implied
contract by LESSEE. Any claim to, or lien upon, the Leased
8
Premises or the Real Estate arising from any act or omission of LESSEE shall
accrue only against the leasehold estate of LESSEE and shall be subject and
subordinate to the paramount title and rights of LESSOR in and to the Leased
Premises or the Real Estate. Should the Leased Premises or the Real Estate
become subject to any mechanics, laborers' or materialmen's lien on account of
labor or material furnished to LESSEE or claimed to have been furnished to
LESSEE in connection with work of any character performed or claimed to have
been performed on the Leased Premises by, or at the direction or sufferance of,
LESSEE, and in case of filing of any such lien, LESSEE will promptly pay same;
provided, however, that LESSEE shall have the right to contest in good faith and
with reasonable diligence, the validity of any such lien or claimed lien if
LESSEE shall give to LESSOR such security as may be deemed satisfactory to
LESSOR to insure payment thereof and to prevent a sale, foreclosure, or
forfeiture of the Leased Premises or the Real Estate by reason of non-payment
thereof; provided further, however, that on final determination of the lien or
claim for lien, LESSEE shall immediately pay any judgment rendered, with all
proper costs and charge, and shall have the lien released and any judgement
satisfied.
31. HOLDING OVER: In the event of a holding over by LESSEE after
expiration of termination of this lease without the written consent of the
LESSOR, LESSEE shall be deemed a LESSEE at sufferance and shall pay as
liquidated damages, double rent for the entire holdover period and any and all
damages incurred by LESSOR'S inability to deliver premises to any future
contracted tenant and all attorney's fees and expenses incurred by LESSOR in
enforcing its rights hereunder.
32. COMMON AREAS: LESSEE agrees to conform with any reasonable rules
and regulations LESSOR may establish from time to time in connection with use of
the common areas, including those concerning the parking area, driveways,
landscaping and loading docks.
33. JANITORIAL SERVICE AND GARBAGE REMOVAL: LESSEE at its own expense
shall provide it's own janitorial service and garbage removal. LESSEE shall not
permit the undue accumulation of debris in the premises or in any area
immediately adjoining the premises. Dumpsters will be stored within the
designated area of the premises prior to and immediately following trash
removal.
34. LATE CHARGE: LESSEE will pay to LESSOR a late charge of five
percent (5%) on any amount owing to LESSOR hereunder which is not paid when due.
The late charge will represent a fair and reasonable estimate of the cost LESSOR
will incur because of LESSEE'S late payment. Additionally LESSOR may charge
LESSEE interest for any sum past due, with such interest rate charged being five
percent (5%).
35. ADJUSTED RENTAL: After delivery of LESSOR'S notice as provided in
Articles 2, 6, 8 and 17, and determination of the amount of LESSEE'S pro rata
share of taxes, insurance, maintenance and other expenses due upon notice, if
any, the monthly installment of rent then being paid by LESSEE shall be
increased by 1/12th of the amount of LESSEE'S pro rata share of LESSOR'S
reasonable estimate of the next billing amount. The adjusted monthly rental as
determined by the preceding sentence shall be paid by LESSEE until receipt by
LESSEE
9
of LESSOR'S notice the next succeeding calendar year. If the term of this lease
ends on other than the last day of a calendar year, LESSEE'S pro rata
share shown on the notice delivered after the end of the term shall be reduced
proportionately and any payment due shall also be apportioned and paid as
aforesaid.
36. ENVIRONMENTAL: LESSEE shall not in the premises or the building
generate, store, handle, release, discharge, or otherwise seal with any material
classified as a "hazardous material" for purpose of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as
amended from time to time, or any other similar or related federal, state or
local statutes, rules, regulations or ordinances. Without limiting the
generality of the foregoing, LESSEE expressly covenants and agrees that it shall
not, nor LESSEE shall permit anyone to (a) use asbestos or any asbestos
containing materials in the premises or in the building; (b) use any liquid
filled transformers in the premises or in the building, unless consented by the
LESSOR in writing and confirmed by an outside authoritative source to be free of
polychlorinated biphenyl's (PCB's); (c) install any underground storage tanks
unless consented by LESSOR in writing and specifically approved and certified to
be in compliance with applicable code requirements; and (d) store any unopened
containers of combustible products such as cleaning solvents in other than metal
containers and cabinets approved by LESSOR in writing.
LESSEE shall protect, indemnify and save LESSOR and its officers, agents,
contractors and employees harmless from and against any and all obligations,
liabilities, costs, damages, claims and expenses of whatsoever nature arising
from or in connection with any violation of this Article 36. The provisions of
this Article 36 shall survive the termination of this lease.
37. FORCE MAJEURE: Landlord shall not be considered in default of any
of the terms, covenants and conditions of this Lease on Landlord's part to be
performed, if Landlord fails to timely perform any of the terms and such failure
is due in whole or in part to any strike, lockout, labor trouble (whether legal
or illegal), civil disorder, inability to procure materials, failure of power,
restrictive governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, acts of God, acts caused directly or
indirectly by Tenant (or Tenant's agents, employees or invitees) or any other
cause beyond the control of Landlord.
10
This lease consists of 7 pages numbered 1 to 7, identified by LESSOR and LESSEE.
WITNESS WHEREOF, said parties hereunto subscribed their names. Executed in 2
originals.
LESSOR: ADDRESS:
CLO Enterprizes 000 XX Xxxxxxx Xx.
Xxxxxxxxx, XX 00000
BY: /s/ Xxxxxx Xxxxxxx
------------------
ITS: General Partner
---------------
LESSEE: ADDRESS:
CIRCLE GROUP INTERNET INC.
BY: /s/ Xxxx Xxxxxxx
-----------------
ITS: CEO
---
11
EXHIBIT "A"
A-1
RIDER TO LEASE
--------------
This Rider To Lease is entered into this 22nd day of June, 1999, by and between
CLO Enterprises as LESSOR, and CIRCLE GROUP INTERNET, INC. as LESSEE.
WHEREAS Landlord and Tenant entered into a Lease dated June 18, 1999
(hereinafter the "Lease") for certain premises (hereinafter "Premises") located
at 0000 Xxxxxx Xxxxx, Xxxxxxxxx, XX, within the property commonly referred to as
0000-0000 Xxxxxx Xxxxx, Xxxxxxxxx, XX.
WHEREAS Landlord and Tenant mutually acknowledge that certain items within the
"Lease" require clarification or change, therefore such clarifications and
changes are listed herein below.
NOW THEREFORE Landlord and Tenant mutually agree that this document is attached
to and shall be a part of the Lease.
1. If required by statute, LESSOR shall pay to LESSEE interest on security
deposit.
2. If the LESSEE is a tenant in good standing, not in default of any lease
terms and conditions for the first twelve months of the lease term,
LESSOR will refund 50% of the security deposit within thirty (30) days
of the end of the first one year tenancy.
3. The demising wall between the premises (Unit A on Exhibit "A") and the
adjoining Unit B shown on Exhibit "A" shall not be constructed as
LESSEE is also the LESSEE for Unit B.
4. LESSEE shall submit to LESSOR, along with the security deposit
referenced in the lease, the sum of $2,200.00 which is the first months
Base Rents.
5. LESSOR shall, prior to the occupancy, provide to LESSEE that sum which
LESSEE shall pay each month, along with the Base Rent, pursuant to
paragraph 6. on page 2. of the lease.
6. LESSOR shall provide to LESSEE an allowance of $23,313.00 for
improvements to premises.
7. The "work" referenced on page 1., paragraph numbered 1. is not shown on
Exhibit "A". The "work" shall consist of:
Concrete floor, 18 feet clear to ceiling, sprinklered per
village code, 400 amp service to space (not distributed), 2
drive-in doors (already in place), gas heat for standard
industrial premises.
8. LESSEE shall provide to LESSOR as soon as possible, all information
needed by LESSOR to enable LESSOR to complete the premises to include
LESSEE'S improvements which exceed the building standards being
provided by LESSOR as described in item 7. above.
1
RIDER TO LEASE
--------------
9. LESSOR and LESSEE recognize that local government requirements pose
time constraints for LESSOR to complete the referenced improvements,
therefore, each shall make reasonable efforts to take steps necessary
to insure completion of the premises as promptly as possible.
WITNESS WHEREOF, said parties hereunto subscribed their names. Executed in 2
originals.
LESSOR: LESSEE:
CLO ENTEPRISES CIRCLE GROUP INTERNET, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
------------------ ----------------
Its: General Partner Its: Chief Executive Officer
--------------- -----------------------
Date: 6-22-99 Date: 6-22-99
------- -------
2
