O F F I C E L E A S E
BETWEEN
AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO,
AS SUCCESSOR TRUSTEE TO
COMERICA BANK,
F/K/A AFFILIATED BANK,
& F/K/A STATE BANK OF LAKE ZURICH,
UNDER TRUST #90-0020, THE XXXX CORPORATION AS AGENT,
LANDLORD
AND
ENDOREX CORP.
TENANT
DATED: SEPTEMBER 18, 1996
LAKE BLUFF OFFICE CENTER
This Lease made this 18th day of September 1996, between The Xxxx
Corporation, Agent for American National Bank & Trust Company of
Chicago, as Successor Trustee to Comerica Bank, F/K/A Affiliated
Bank, & F/K/A State Bank of Lake Zurich, under Trust Agreement dated
April 6, 1990, Trust No. 90-0020, referred to as "Landlord" and ENDOREX
CORP. hereinafter referred to as "Tenant":
SCHEDULE
NAME OF TENANT: XXXXXXX X. XXXXX
TENANT'S BUSINESS: BIOTECHNOLOGY
PRINCIPAL OR MANAGER'S
NAME: XXXXXXX X. XXXXX
PRINCIPAL OR MANAGER'S
HOME PHONE: (000) 000-0000
TENANT'S BUSINESS NAME: ENDOREX CORP.
BUSINESS TELEPHONE: (000) 000-0000
PREMISES: 000 XXXXX XXXXX XXXXX
XXXXX 000 , 685.5 SQ. FT.
XXXX XXXXX, XXXXXXXX 00000
TENANT'S PERCENTAGE: 1.542%
TERM OF LEASE: ONE YEAR
COMMENCEMENT DATE: OCTOBER 1, 1996
OCCUPANCY: OCTOBER 1, 1996
TERMINATION DATE: SEPTEMBER 30, 1997
OPTIONS TO RENEW: TWO/ONE YEAR OPTIONS @ CURRENT SQUARE FOOTAGE
BASE RENT SCHEDULE:
FROM 10-1-96 TO 9-30-97 ANNUAL $11,653.50 MONTH $971.13
DAILY HOLDOVER RENT: $ 64.72
SECURITY DEPOSIT: $ 1942.26
TENANT'S BROKER (if any):
COMMISSION AGREEMENT DATED:
Initials:
LANDLORD TENANT
The foregoing Schedule is an integral part of this Lease.
TABLE OF CONTENTS
Page
Preliminary Statement..................................... 1
1. Demised Premises and Term................................. 1
2. Construction of Improvements.............................. 1
3. Failure to Give Possession................................ 2
4. Condition of Premises..................................... 2
5. Base Rent................................................. 2
6. Tax and Expense Escalation................................ 3
7. Services.................................................. 6
8. Use of Premises........................................... 8
9. Care and Maintenance...................................... 10
10. Alterations............................................... 10
11. Insurance................................................. 11
12. Untenantability........................................... 12
13. Eminent Domain............................................ 13
14. Assignment and Subletting................................. 13
15. Waiver of Claims/Indemnification.......................... 13
16. Subordination of Superiority.............................. 14
17. Access and Other Rights Reserved to Landlord.............. 14
18. Holding Over.............................................. 16
19. Default by Tenant......................................... 16
20. Surrender of Possession................................... 18
21. Notices................................................... 18
22. Relocation of Tenant...................................... 18
23. Security Deposit.......................................... 19
24. Brokerage................................................. 19
25. Waiver, Remedies, Expenses, Etc........................... 19
26. Estoppel Certificate...................................... 20
27. Landlord Defined.......................................... 20
28. Separability.............................................. 21
29. Binding Effect and Survival............................... 21
30. Interpretation and Amendments............................. 21
31. Time and Payment; Interest................................ 21
32. Early Occupancy........................................... 21
33. Quiet Enjoyment........................................... 22
34. Mortgagee Modifications................................... 22
35. Signatures................................................ 22
36. Personal Guarantee........................................ 23
37. Exhibit "A" (Legal Description)........................... 24
38. Exhibit "B" (Floor Plan).................................. 25
29. Exhibit "C" (Work Letter)................................. 26
OFFICE LEASE
This Lease is made as of the 18th day of September, 1996, by and between
American National Bank & Trust Company of Chicago, as Successor Trustee to
Comerica Bank, F/K/A Affiliated Bank, & F/K/A State Bank of Lake Zurich,
under Trust~#90-0020 ("Landlord" herein), by its agent, The Xxxx
Corporation, an Illinois Corporation, having an address in care of:
Lake Bluff Office Center
000 Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
and
ENDOREX CORP.
("Tenant" herein)
having an address as follows:
000 Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
("Tenant's Address" herein)
PRELIMINARY STATEMENT
Landlord owns a fee simple in the following described real estate legally
described as follows:
See Exhibit "A" attached
The land is improved by an office building ("the Office Building" herein).
Tenant desires to lease from Landlord, and Landlord desires to lease to
Tenant, a portion of the Office Building on the terms hereinafter provided.
Now, THEREFORE, the parties hereby mutually agree as follows:
1. Demised Premises and Term. Landlord hereby agrees to lease to the Tenant
and Tenant hereby agrees to lease from Landlord, upon the terms and conditions
herein provided, that portion of the Office Building outlined in red on the
floor plans affixed hereto as Exhibit~"B", ("the Premises" herein) for a term
("the Term" herein) commencing on October 1, 1996, ("the Commencement Date")
and ending, unless sooner terminated as provided herein, on September 30, 1997.
This Lease does not demise or grant any rights to light or air over the Land.
2. Construction of Improvements.
(a) Landlord shall cause the Premises to be improved substantially in
accordance with the Tenant work letter affixed hereto as Exhibit "C"
("Landlord's Improvements"). Landlord agrees to cause Landlord's improvements
to be diligently constructed in an orderly manner and agrees to substantially
complete the same on or before the Commencement Date; provided, however, if
construction of Landlord's improvements is delayed directly or indirectly as
a result of changes, deletions or additions requested by Tenants in submitting
plans, supplying information, approving plans, specifications or estimates
or other delays or failures or defaults of Tenant, or by strikes, lockouts,
casualties, extraordinary weather conditions, acts of God, war, material or
labor shortages, interruptions in transportation, governmental regulations
or control, or by other causes beyond the control of Landlord, said date for
substantial completion of Landlord's improvements and the Commencement Date
shall be deferred by the duration of such delay or delays caused as aforesaid.
(b) The Premises shall be considered substantially complete when the Premises
are ready for beneficial use and occupancy by Tenant. Neither completion of
minor or insubstantial details of construction, decoration and mechanical
adjustments, nor completion of work by Tenant shall be required as a
condition of substantial completion.
(c) Upon the Commencement Date, possession of the Premises shall be tendered
to Tenant. Concurrently with the tender of possession, Landlord and Tenant
shall agree upon a punch list of incomplete items of Landlord's improvements.
Landlord will cause all unfinished Landlord's improvements reflected on such
punch list to be provided with due diligence under the weather condition and
other circumstances then prevailing.
3. Failure to Give Possession.
Landlord shall not be subject to any liability if Landlord shall be unable
to give possession of the Premises on the Commencement Date, (as that date
may be deferred pursuant to Section 2 of this Lease) by reason of the failure
or inability of Landlord to substantially complete Landlord's improvements or
otherwise, and no such failure to give possession on said date shall affect
the validity of this Lease or the obligations of Tenant hereunder, nor shall
the same extend the Term. The forgoing notwithstanding, in the event that
Landlord fails or is unable to substantially complete Landlord's improvements
and tender possession of the Premises within 60 days of the Commencement Date
(as that date may be deferred pursuant to Section 2 of this Lease), then
either Tenant or Landlord may elect by notice to the other, at any time
thereafter, to terminate this Lease, without liability on the part of either
Landlord or Tenant effective 60 days following service of such notice if the
Premises are not substantially complete and tendered to Tenant for possession
prior to such effective date of termination.
4. Condition of Premises.
Tenant's taking possession of the Premises shall be conclusive evidence
as against Tenant that Premises were in good order and satisfactory condition
when Tenant took possession, subject only to the items identified on the
punch list referred to in Section 2 (c). No promise of Landlord to alter,
remodel, decorate, clean or improve the Premises, the Land or the Office
Building and no representation respecting the condition of any of the
foregoing have been made by Landlord to Tenant unless same are contained
herein, or made a part hereof, or are contained in a written document
signed by the Landlord.
5. Base Rent.
(a) Tenant shall pay to The Xxxx Corporation at 000 Xxxxx Xxxxx Xxxxx,
Xxxx Xxxxx, Xxxxxxxx 00000, as agent for Landlord or to such other person
or at such other place as Landlord may from time to time designate in
writing, Annual Base Rent in an amount per year equal to the product
obtained by multiplying the number of square feet of Rentable Area within
the Premises by the Annual Base Rent Per Square Foot. For purposes hereof
(i) Rentable Area within the Premises shall be 685.5 square feet; and
(ii) the Annual Base Rent Per Square Foot shall be Seventeen dollars and
no/100.
(b) Annual Base Rent shall be payable without notice or demand, and without
offset, counter claim or deduction in advance in equal monthly installments
each in the amount of one-twelfth (1/12) of the Annual Base Rent on the
first day of each month of the Term; provided, however, that if the Term
shall commence or end on a day other than the first or last day of a month,
concurrently with the commencement or end of the Term, as the case may be,
Tenant shall pay to Landlord or Landlord shall refund (if paid) to Tenant
Base Rent for such first or last partial month of the Term the per diem
Annual Base Rent for the number of days of such month within or without
the Term, respectively.
6. Tax and Expenses Escalation.
A. Definitions.
(a) "Rentable Area", with reference to the area being calculated, shall be
computed by measuring from the inside surface of the exterior glass walls
to the office side of corridors and/or other permanent partitions, and to
the center of the partitions that separate the Premises from adjoining
Rentable Areas and shall include a proportionate share of public corridors,
public toilets, air conditioning rooms, fan rooms, janitors' closets,
electrical closets and telephone closets on each floor, but shall not
include stairs, elevator shafts, flues, stacks, pipe shafts and vertical
ducts with their enclosing walls. In computing Rentable Area, no
deduction shall be made for columns and projections necessary to the
support or design of the Office Building.
(b) The First Lease Year shall be the period commencing on the Commencement
Date and ending on the immediately following December 31, and succeeding
Lease Years shall be succeeding calendar years (or portion thereof) with
the Term.
(c) "Taxes" shall mean real estate taxes, assessments, sewer rents, rates
and charges, transit taxes, taxes based upon the receipt of rent, and any
other federal, state or local governmental charge, general, special,
ordinary or extraordinary, which may now or hereafter be levied or assessed
in respect to the Land and the Office Building. In case of special Taxes
or assessments which may be payable in installments, only the amount of
each installment paid during a Lease Year shall be included in Taxes for
that year. Taxes shall also include any personal property taxes
(attributable to the year in which paid) imposed upon the furniture,
fixtures, machinery, equipment, apparatus systems and appurtenants used
in connection with the management, maintenance, operation or repair of
the Land and the Office Building. Taxes which are solely attributable
to extraordinary improvements (i.e., those which are materially above
building standard) that benefit a particular tenant rather than all tenants
of the Office Building, and which are, or can be segregated in the County
Assessor's records shall be excluded from Taxes. Nothing herein contained
shall be construed to include as a Tax which shall be the basis of real
estate taxes, any inheritance, estate, succession, transfer, gift, franchise,
corporation, income or profit tax or capital levy that is, or may be,
imposed upon Landlord; provided, however, that, if at any time during the
Lease Term the methods of taxation prevailing at the commencement of the
Lease Term shall be altered so that in lieu of, in addition to, or as a
substitute for the whole or any part of the real estate taxes now levied,
assessed or imposed on real estate as such, there shall be levied, assessed
or imposed (i) a tax or taxes on the rents received from such real estate,
or (ii) a license fee measured by the rents receivable by Landlord from
the Property or any portion thereof, or (iii) a tax or license fee imposed
upon Landlord which is otherwise measured by or based in whole or in part
upon the Property or any portion thereof, then the same shall be included
in the computation of real estate taxes hereunder, to be computed as if the
amount of such tax or fee so payable where that due if the Property were
the only property of Landlord subject thereto.
(d) "Expenses" shall mean and include those costs and expenses paid or
incurred by Landlord for managing, maintaining, operating and repairing
the Land and the Office Building and the personal property used in
conjunction therewith including, but not limited to, electricity, oil,
gas, and other energy and fuel sources, steam, water and water treatment,
sewer, heating, lighting, air conditioning, ventilation, window cleaning,
janitorial service, insurance (including, but not limited to, fire,
extended coverage, all-risk, rent loss, liability, workers compensation,
elevator, pressurized vessel, machinery or any other insurance carried
in good faith by Landlord), painting, uniforms, customary management fees,
supplies, sundries, sales or use taxes on supplies or services, equipment
and plant maintenance and rental, landscaping, sign maintenance, snow
removal, security, scavenger, wages and salaries of all persons engaged
in such management, operation, maintenance and repair, employment taxes
and fringe benefits (including, but not limited to social security taxes,
unemployment insurance taxes, payroll taxes, vacation and holiday pay,
jury duty and funeral leave pay, disability and hospitalization benefits,
health and welfare benefits and contributions, pension and retirement
benefits and contributions, other employee bargaining agreement, and any
other cost or expense which Landlord pays or incurs to provide benefits
for employees), amount paid to independent contractors, legal and a
ccounting expenses (including, but not limited to, such expenses as
relate to seeking or obtaining reductions in and refunds of Taxes) and
any other expense or charge, whether or not accounting and management
principles would be considered as an expense of managing, maintaining,
operating, or repairing the Land and the Office Building. If any Expense,
though paid in one calendar year, relates to more than one calendar year,
such Expense shall be fairly allocated by Landlord among such related
calendar years. Expenses shall not include the cost of alterations to
the Premises, depreciation, interest and principal payments on mortgages
and other debt costs, ground rent, cost of capital, real estate brokers'
leasing commissions or compensation, and any cost or expenditure or portion
thereof for which Landlord has been reimbursed by insurance proceeds. Landlord
may engage affiliates of Landlord, its beneficiary, or persons interested in
its beneficiary, to provide labor, material or services in connection with
the management, maintenance, operation and/or repair of the Land, the Office
Building and the personal property used in conjunction therewith, provided
that in the engagement of such affiliates, Landlord shall secure or
purchase such labor, material or services at cost comparable to those
charged by other independent reputable purveyors or like labor, material
or services in the metropolitan Chicago area, and Expenses arising
therefrom shall be limited to such amounts generally charged by such
other purveyors.
(e) The Rentable Area in the Office Building is 44,445.0 sq. ft.
B. Tax and Expense Escalation.
(a) In the event that the aggregate amount of Taxes and Expenses
attributable to any Lease Year shall exceed Five and 00/100 Dollars
per square foot of Rentable Area of the Office Building, then Tenant
shall pay to Landlord, as additional rent, an amount for such Lease
Year determined in accordance with the following formula:
Taxes for Lease Year plus No. of Square of Feet ($5.00 x No. of
Expenses for Lease Year X of Rentable Area - Sq. Ft. of
No. of Square Feet of in Premises Rentable Area
Rentable Area in Office (Lessee's Percentage) in Premises)
Building
(b) The amount of Taxes and Expenses attributable to any Lease Year shall
initially be based upon the amount of Taxes and Expenses payable during such
Lease Year regardless of the Lease Year for which such Taxes and Expenses
were levied or assessed, subject to readjustment on the basis of the actual
Taxes and Expenses levied or assessed for such Lease Year, when known.
(c) The foregoing notwithstanding, for the first and last Lease Years,
if the same are less than 12 months in duration, the aggregate Taxes and
Expenses per square foot of Rentable Area of the Office Building attributable
to such Lease Year and the aforesaid $5.00 amount shall each be reduced
to an amount equal to the product obtained by multiplying each of said
amounts by a fraction, the numerator of which is the number of calendar
days within the first of last Lease Year (as the case may be) and the
denominator of which is 360.
(d) Tenant shall further pay to Landlord, as additional rent, all Taxes
which are solely attributable to its extraordinary leasehold improvements
(i.e., those which are materially above the initial improvements to the
Premises included in Landlord's improvements) and which are, or can be,
segregated in the County Assessor's records.
(C) Billing and Payment.
(a) As soon as reasonably feasible after the expiration of each Lease Year,
Landlord will furnish to Tenant a statement showing the Expenses and Taxes
for said Lease Year and the amount of additional rent due to Landlord on
account thereof for said Lease Year. Said statement may be amended by
Landlord to reflect actual Taxes for said Lease Year when known. Tenant
shall pay said additional rent as follows:
(i) Tenant shall pay to Landlord the entire amount of said additional rent
for the preceding Lease Year, less all payments theretofore made by Tenant
on account thereof, within 30 days following receipt of such statement or
amendment thereto;
(ii) Tenant shall pay to Landlord an amount equal to one-twelfth of said
additional rent for the preceding Lease Year for each month (or portion
thereof) of the current Lease Year then elapsed, within 30 days following
receipt of such statement or amendment thereto, less all payments
theretofore made on account thereof, to apply towards anticipated
additional rent for the current Lease Year;
(iii) Tenant shall pay to Landlord an amount equal to one-twelfth of such
additional rent for the preceding Lease Year on the first day of each month
following issuance of such statement or amendment thereto, until the
statement for the current Lease Year is issued and the amount of such
monthly payment is adjusted in accordance therewith, to apply towards
anticipated additional rent for the current Lease Year; and
(iv) Tenant shall pay to Landlord an amount equal to Landlord's reasonable
estimate of such additional rent for the last Lease Year (which may not be
finally determined until after termination of the Lease) within 30 days of
being billed therefore during the last Lease Year, subject to adjustment
between the parties when the additional rent for the last Lease Year is
determinable.
(b) Tenant or its representative shall have the right to examine Landlord's
books and records at Landlord's principal offices with respect to the items
in the foregoing statement of Expenses and Taxes during normal business hours
at any time within thirty (30) days following the furnishing by Landlord to
Tenant of such statement. Unless Tenant shall take written exception to
any item within sixty (60) days after the furnishing of the foregoing
statement, such statement shall be considered as final and accepted by
Tenant.
7. Services.
(a) Provided that this Lease is in effect and Tenant's right to possession
of the Premises has not been terminated pursuant to Section 19 or
otherwise, Landlord shall furnish the services described in this Section.
(i) Heating and air-conditioning when in the judgment of Landlord it may be
necessary for the comfortable occupancy of the Premises from 8:00 a.m. to
6:00 p.m., Monday through Friday (except for all days observed by State or
Federal Government as legal holidays). Tenant will be charged for all
heating and air-conditioning requested and furnished prior to or following
these hours at rates to be established by Landlord. Any such charge
shall be deemed to be additional rental.
(ii)Electricity provided by Landlord is for common areas and heating
of office suites. Tenant shall be responsible for its own separately
metered, incidental use electricity, as under the following conditions.
(iii) Electricity shall not be furnished by Landlord, but shall be
furnished by the approved electric utility company serving the area.
Landlord shall permit the Tenant to receive such service direct from
such public utility company at Tenant's cost, and shall permit Landlord's
wire and conduits, to the extent available, suitable and safely capable,
to be used for such purposes. Landlord shall not be held liable for the
lack of quality or quantity of electrical services furnished by any third
party, including the utilities companies nor shall Landlord be held
responsible for any interruption in any such service for the operation
of the Office Building's air conditioning and heating systems at times
other than as provided in paragraph (i) hereof, or the operation of any
special air conditioning systems which may be required for data processing
equipment or for other special equipment or machinery installed by Tenant
shall be paid for by Tenant. Tenant shall make no alterations or additions
to the electric equipment and/or appliances without the prior written consent
of the Landlord in each instance. Tenant also agrees to purchase from
Landlord or its agents all lamps, bulbs, ballasts and starters used in
Premises after the initial installation thereof. Tenant covenants and
agrees that at all times its use of electric current shall never exceed
the capacity of the feeders to the Office Building or the risers or wiring
installed thereon.
(iv) Cold water in common with other tenants for drinking, lavatory and
toilet purposes drawn through the fixtures installed with Landlord's prior
written consent, and hot water in common with other tenants for lavatory
purposes from regular Office Building supply. Tenant shall pay to Landlord
an additional rent at rates fixed by Landlord (not to exceed rates for like
uses charged by the Village of Lake Bluff) for water furnished for any other
purpose. Tenant shall not waste or permit the waste of water, and shall
not tie, wedge or otherwise fasten open any faucets.
(v) Janitor service and customary cleaning in and about the Premises,
Saturdays, Sundays and holidays excepted. Tenant shall not provide or
employ any janitor services or cleaning without Landlord's written consent
and then only subject to supervision of Landlord and Tenant's sole
responsibility, and by a janitor or cleaning contractor or employees at
all times satisfactory to Landlord.
(vi) Passenger elevator service in common with Landlord and other tenants,
daily. Operatorless automatic elevator service shall be deemed "elevator
service" within the meaning of this subsection.
(vii) Window washing of all windows in the Premises, both inside and out,
at such times as shall be required in Landlord's sole judgment.
(b) Landlord does not warrant that any of the services mentioned in
paragraph (a) above will be free from interruptions caused by war,
insurrection, civil commotion, riots, casualties, acts of God or enemy,
governmental action, repairs, renewals, improvements, alterations, strikes,
lockouts, picketing, whether legal or illegal, accidents, inability of
Landlord to obtain energy or supplies of any other cause or causes beyond
the reasonable control of Landlord. Any such interruption of service
shall never be deemed an eviction, constructive or otherwise, or disturbance
of Tenant's use and possession of the Premises or any part thereof, or
render Landlord liable to Tenant for damages, or relieve Tenant from
performance of Tenant's obligations under this Lease; provided, however,
in the event that one or more of the foregoing services which are essential
to the continued beneficial use and occupancy of the Premises shall be
interrupted, other than as a result of the default of Tenant, for a
continuous period of 60 days or more, Tenant shall have the right (as
its sole and exclusive remedy), after notice thereof from Tenant to
Landlord and any mortgagee of the Office Building designated to receive
notice for this purpose, to terminate this Lease effective 60 days
following notice of its election to terminate on account thereof unless
such essential service is restored within such 60-day period. If Tenant
fails to pay within five (5) days Landlord's proper charges for any of
the foregoing services chargeable to Tenant then Landlord, upon not less
than ten (10) days notice, may, in addition to any other remedy provided
in this Lease or given by law, discontinue furnishing that service and no
such discontinuance shall be deemed an eviction or disturbance of Tenant's
use of the obligations under this Lease.
8. Use of Premises.
(a) Tenant shall use and occupy the Premises for general office purposes
and for no other purpose.
(b) Tenant will not make or permit to be made any use of the Premises
which, directly or indirectly, is forbidden by law, ordinance or
governmental regulation or which may be dangerous to persons or property,
or which may invalidate or increase the premium cost of any policy of
insurance carried on the Office Building or covering its operations.
Tenant shall not do, or permit to be done, any act or thing within the
Premises which will be in conflict with fire and other insurance policies
covering the Office Building. Tenant, at its sole expense, shall comply
with all rules, regulations or requirements of the Illinois Inspection and
Rating Bureau, or any similar body, and shall not do, or permit anything
to be done within the Premises, or bring or keep anything therein in
violation of, the rules, regulations or requirements of the Village of
Lake Bluff Fire Department, the Illinois Inspection and Rating Bureau,
the Fire Insurance Rating Organization or other similar authority.
(c) Tenant shall not install or erect any sign or lettering in or upon
the Office Building or the Land without the prior written consent of
Landlord, and any sign or lettering which is installed with Landlord's
consent shall be installed by Landlord at Tenant's cost and in such
manner, character and style as Landlord may designate.
(d) Tenant shall not advertise the business, profession or activities of
Tenant conducted in the Office Building in any manner which violates the
letter or spirit of any code of ethics adopted by any recognized association
or organization pertaining to such business, profession or activities, and
shall not use the name of the Office Building for any purposes other than
that of business address of Tenant, and shall never use any picture or
likeness of the Office Building in any circulars, notices, advertisements
or correspondence without Landlord's express consent in writing.
(e) Tenant shall not obstruct, or use for storage, or for any purposes
other than ingress and egress, the sidewalks, entrances, passages, courts,
corridors, vestibules, halls, elevators and stairways of the Office
Building. Tenant shall not use for storage any janitor closets or
electrical closets.
(f) Tenant shall not suffer or permit any bicycle or other vehicle or
any dog or other animal or bird to be brought or permitted to be in the
Office Building or any part thereof.
(g) Tenant shall not make or permit any noise or odor that is
objectionable to the Landlord or other occupants of the Office Building
to emanate from the Premises, and shall not create or maintain a nuisance
thereon, and shall not disturb, solicit or canvass any occupant of the
Office Building, and shall not do any act tending to injure the
reputation of the Office Building.
(h) Tenant shall not install any musical instrument or equipment in the
Office Building, or any antennae, aerial wires or other equipment inside or
outside the Office Building, without, in each and every instance, prior
approval in writing by Landlord, and the use thereof, if permitted, shall
be subject to control by Landlord to the end that others shall not be
disturbed or annoyed.
(i) Tenant shall not install or attach any additional locks or similar
devices to any door of the Premises. No keys for any door other than
those provided by Landlord shall be made. If more than two keys for one
lock are desired by Tenant, Landlord may provide same upon payment of the
cost thereof by Tenant. Upon termination of this Lease or of Tenant's
right to possession, Tenant shall surrender all keys of all locks on
safes, cabinets and vaults remaining in the Premises.
(j) Tenant shall be responsible for the locking of doors in and to the
Premises, and Tenant assumes full responsibility for any damage, theft,
robbery, pilferage and vandalism resulting from neglect of this duty.
(k) If Tenant desires telegraphic, telephonic, burglar alarm or signal
service, Landlord will, upon request, direct where and how connections
and all wiring for such service shall be introduced and run, and no
boring, cutting or installation of wires or cables are or shall be
permitted in the absence of or contrary to such directions.
(l) The shape, color and material of all shades, draperies or other form
of inside window covering must be approved in advance by Landlord in writing.
(m) Tenant shall not overload any floor of the Office Building. Safes,
furniture and all large articles shall be brought through the Office
Building and into the Premises at such times and in such manner as Landlord
shall direct and at Tenant's sole risk and responsibility. Tenant shall
list all furniture, equipment and similar articles to be removed from the
Office Building, and the list must be approved at the Office of the Building
before removal.
(n) Unless Landlord gives advance written consent in each and every
instance, Tenant shall not install or operate any steam or internal
combustion engine, boiler or other pressurized vessel, machinery,
refrigerating or heating device or air conditioning apparatus in or about
the Premises, or carry on any manufacturing or assembly operations therein,
or use the Premises for housing accommodations or lodging or sleeping
purposes, or do any cooking therein or install or permit the installation
of any vending or video game machines, or use any illumination other than
electric light, or use or permit to be brought into the Office Building
any inflammable oils or fluids such as gasoline, kerosene, naphtha and
benzine, or any explosive or other articles hazardous to persons or property.
(o) Tenant shall not place or allow anything to be against or near the
windows or the glass of partitions or doors of the Premises which may
diminish the light in, or be unsightly from public halls or corridors or
the exterior of the Office Building.
(p) Landlord reserves and shall have the right to make such other
reasonable rules and regulations in respect to the use, occupancy and
operation of the Office Building as Landlord or its agent may from time
to time adopt on reasonable notice, and Tenant agrees to comply therewith.
(q) In addition to all other liabilities for breach of any covenant of this
Section, Tenant shall pay to Landlord all direct damages caused by such
breach and shall also pay to Landlord on demand, as additional rent, an
amount equal to any increase in insurance premium or premiums under the
fire and other insurance policies covering the Office Building caused by such
breach. Any violation of this Section may be restrained by injunction.
9. Care and Maintenance.
(a) Subject to the provisions of Section 12, Tenant shall, at Tenant's
sole expense, keep the interior of the Premises and all electrical, plumbing
and mechanical equipment and conduits which solely service the Premises and
Tenant's appliances, equipment and installations therein in good order,
appearance, condition and repair throughout the Term. If Tenant does not
make repairs within 10 days and, to Landlord's satisfaction, Landlord may,
but shall not be required to, make repairs, and Tenant shall pay or
reimburse on demand all costs incurred by Landlord in connection therewith,
including overtime incurred in the event such repairs are not made during
ordinary business hours. Any such costs shall be considered additional
rent payable from the Tenant within 10 days from Landlord's billing.
Landlord may enter the Premises at all reasonable times to make such repairs.
(b) Landlord shall maintain and make all necessary repairs to electrical,
plumbing, mechanical equipment and conduits of the Office Building, except
such equipment and conduits which solely serve the Premises or Tenant's
equipment or installations herein. Landlord shall also maintain the common
areas of the Office Building and parking areas (including snow removal),
landscaping and the exterior and structure of the Office Building.
10. Alterations.
(a) Tenant shall not do any painting or decorating, or erect any partitions,
make any alterations in the Premises or do any nailing, boring or screwing
into the ceilings, walls or floors thereof, without Landlord's prior written
consent in each and every instance. Unless otherwise agreed by Landlord and
Tenant in writing, all such work shall be performed either by or under the
direction of Landlord, but at the cost of Tenant. If Landlord consents to
such alterations, before commencement of the work or delivery of any
materials onto the Premises or into the Office Building, Tenant shall
furnish to Landlord for approval: (i) plans and specifications;
(ii) names and addresses of contractors; (iii) copies of contracts;
(iv) necessary governmental permits; (v) indemnification in form and
amount reasonably satisfactory to Landlord; and (vi) certificates of
insurance from all contractors performing labor or furnishing materials,
insuring against any and all claims, costs, damages, liabilities and
expenses which may arise in connection with the alterations or additions.
(b) Whether the Tenant furnished Landlord the foregoing or not, Tenant
hereby agrees to hold Landlord, its beneficiaries, and their respective
agents and employees harmless from any and all liabilities of every kind
and description which may arise out of or be connected in any way with
said alterations or additions. Any mechanic's lien filed against the
Premises, the Office Building or the Land, for work claimed to have been
furnished by Tenant shall be discharged of record by Tenant within
ten (10) days thereafter, at Tenant's expense. Upon completing any
alterations, Tenant shall furnish Landlord with contractors' affidavits
and full and final waivers of lien and receipted bills covering all labor
and materials expended and used in connection herewith.
(c) All alterations shall comply with the requirements of all insurance
policies covering the Office Building and of the issuing insurance companies
and with all ordinances and regulations of the Village of Lake Bluff or any
department or agency thereof having jurisdiction of the Premises and with
the requirements of all laws, statutes and regulations of Lake County,
the State of Illinois and the United States Government and any department
or agency thereof having jurisdiction of the Premises. All alterations
and additions shall be constructed in a good and workmanlike manner with
good grades of new materials.
(d) Except as otherwise provided in Section 20, all additions (including
drapes and blinds), decorations, hardware, non-trade fixtures and all
improvements, temporary or permanent, in or upon the Premises, whether
placed there by Tenant or by Landlord, shall, unless Landlord requests
their removal, become Landlord's property and shall remain upon the
Premises at the termination of this Lease by lapse of time or otherwise
without compensation or allowance or credit to Tenant. If, upon
Landlord's request, Tenant does not remove said additions, decorations,
hardware, non-trade fixtures and improvements, Landlord may remove the
same and Tenant shall pay to Landlord, upon demand, the cost of such
removal and the cost of repairing any damage to the Premises occasioned
by such removal.
11. Insurance.
(a) Tenant shall maintain insurance of the following character throughout
the Term and any extensions thereof; (i) comprehensive general public
liability insurance against claims for bodily injury, death or property
damage occurring on, in or about the Premises and the adjoining and
related common areas, including parking areas, docks, streets, sidewalks
and passageways, such insurance to provide for limits of liability
reasonably approved by Landlord but in no event less than $1,000,000
with respect to bodily injury or death to persons and $500,000 with
respect to property damage; (ii) casualty insurance (on a replacement
cost basis) with respect to all personal property of Tenant in or upon
the Premises against loss or damage by fire, lighting, theft and other
risks from time to time included under "extended coverage" or "all risk"
policies in an amount not less than the full replacement cost thereof;
(iii) worker's compensation insurance, covering all persons employed by
Tenant or its agents, employees and contractors in connection with any
work done on or about the Premises with respect to which claims for death
or bodily injury could be asserted against Landlord or the Office Building;
and (iv) such other insurance on or in respect to the Premises in such
amounts and against such other insurable hazards which at the time are
commonly obtained by tenants of property similar to the Office Building.
(b) The insurance referred to in subsection (a) shall be issued by insurance
companies acceptable to Landlord authorized to issue such insurance in the
State of Illinois, shall be in the form and contain the provisions generally
used for like properties in the State of Illinois, and the public liability
insurance to be maintained by Tenant, Landlord's agents and beneficiaries,
and Tenant. Every insurance policy referred to in subsection (a) shall
contain an agreement by the insurer that it will not cancel or amend such
policy except after 30 days prior written notice to Landlord and Tenant,
and shall provide that any loss otherwise payable thereunder shall be payable
notwithstanding any act or negligence of Tenant which might, absent such
agreement, result in a forfeiture of all or a part of such insurance and
notwithstanding the occupation or use of the Office Building or the Premises
for purposes more hazardous than permitted by the terms of such policy.
(c) Tenant shall deliver to Landlord, on or before the commencement of the
Term, the original or duplicate original policies and/or certificates of
the insurers, evidencing all of the insurance which is then required to be
maintained by Tenant hereunder together with evidence of the payment of all
current premiums due therefor, and Tenant shall, within 30 days prior to
the expirations of any such insurance, deliver other original or duplicate
original policies and/or certificates of the insurers evidencing the renewal
or replacement of such insurance together with evidence of the payment of
all premiums therefor. Should Tenant fail to maintain or renew any insurance
provided for in this Section, or to pay the premium therefor, or to deliver
to the other any of such policies or certificates, then, and in any of said
events, Landlord, at its option, but without obligation so to do, may
procure such insurance and any sums expended therefor shall be reimbursed
by Tenant to Landlord on demand.
(d) Whenever (i) any loss, cost, damage or expense resulting from fire,
explosion or any other casualty occurrence is incurred by either of the
parties to this Lease in connection with the Premises, and (ii) such party
is or should be covered in whole or in part by insurance with respect to
such loss, cost, damage or expense, then the party so insured hereby
releases the other party from any liability it may have on account of such
loss, cost, damage or expense to the extent of any amount recovered by
reason of such insurance and waives any right of subrogation which might
otherwise exist in or accrue to any person on account thereof, provided
that such release of liability and waiver of the right of subrogation
shall not be operative in any case where the effect thereof is to
invalidate such insurance coverage or increase the cost thereof (provided
that in the case of increased cost, the other party shall have the right,
within thirty (30) days following written notice, to pay such increased
cost, thereupon keeping such release and waiver in full force and effect).
12. Untenantability.
(a) Except as hereinafter otherwise provided, if the Premises are damaged
by fire or other insured casualty, the damage shall be repaired by and at
the expense of Landlord, and Base Rent, until such damaged Premises shall
be rendered tenantable, shall xxxxx on a per day basis in the same
proportion that the quantum of damaged Rentable Area of the Premises bears
to the entire Rentable Area of the Premises from time to time.
(b) If the entire Premises or 50% or more of the Office Building are damaged
or rendered untenantable by fire or other casualty, Landlord may, by notice
to Tenant within sixty (60) days after the date of the fire or other
casualty, elect to (i) terminate this Lease as of the date of the fire or
other casualty, in which event Base Rent and additional rent payable
hereunder shall be apportioned on a per diem basis and paid to the date
of the fire or other casualty, or (ii) repair, restore and rehabilitate
the Office Building and/or the Premises at Landlord's expense in which
event this Lease shall not terminate. In the event Landlord elects to
repair, restore, rehabilitate, Landlord shall undertake and prosecute such
repair, restoration and rehabilitation with due diligence and Base Rent
shall xxxxx on a per diem basis during the period of untenantability in the
same proportion that the quantum of untenantable Rentable Area of the
Premises bears to the entire Rentable Area of the Premises from time to
time. In the event Landlord elects to repair, restore and rehabilitate,
as aforesaid, and fails or is unable to substantially complete such
repair, restoration or rehabilitation within nine (9) months following
the date of the fire or other casualty, either Landlord or Tenant may elect
to terminate this Lease without further liability to either party at any
time thereafter but prior to such substantial completion by notice to other,
provided that said period allowed for repair, restoration and rehabilitation
shall be extended by the duration of delays directly or indirectly resulting
from causes beyond the control of Landlord of the nature referred to in
Section~2~(a).
(c) Under no circumstances shall Landlord be responsible for the repair,
restoration or rehabilitation of any personal property of Tenant or any
improvements or alterations made to the Premises by Tenant, or of any loss
or damage caused by neglect or willful act of Tenant, anything herein to
the contrary notwithstanding.
13. Eminent Domain.
If all or a material portion of the Office Building shall be lawfully taken
or condemned for any public or quasi-public use or purpose, the Term shall
end upon, and not before, the date of the taking of possession by the
condemning authority except with respect to obligations and liabilities of
Tenant under this Lease, actual or contingent, which have arisen on or
prior to such date, upon payment by Tenant of all installments of Base
Rent, additional rent and all other sums then due and payable under this
Lease to and including such termination date. Tenant hereby waives and
assigns to Landlord any and all interest Tenant may have in and to any
award and compensation payable on account of any such taking, and the
entire award payable on account of any such taking shall be payable to
and be the sole and exclusive property of Landlord.
14. Assignment and Subletting.
(a) Tenant shall not, without the prior written consent of Landlord,
(i) assign this Lease or any interest hereunder; (ii) permit any assignment
of this Lease by operation of law; (iii) sublet the Premises or any part
thereof; or (iv) permit the use of the Premises by any parties other than
Tenant, its agents and employees.
(b)No assignment of this Lease shall be effective unless Landlord shall
consent thereto and unless the assignee shall execute an appropriate
instrument assuming all of the obligations of Tenant hereunder and unless
Tenant (and its guarantor) acknowledge therein its (or their) continued
liability under this Lease. If Landlord consents to such assignment, Tenant
(and its guarantor) shall remain primarily liable for the payment of Base
Rent, additional rent and all other sums payable by Tenant hereunder and
for the performance of all covenants of Tenant herein contained,
notwithstanding any such assignment or subletting, to the same extent as
if such assignment and subletting had not occurred.
(c) A material change in the ownership or control of Tenant shall
constitute an assignment of this Lease for purposes of this Section.
15. Waiver of Claims/Indemnification.
(a) Tenant agrees that, to the extent not prohibited by law, Landlord
and its beneficiaries, and their officers, agents and employees shall not
be liable for any damage either to person or property or resulting from the
loss of use thereof sustained by Tenant or by other persons due to the
Office Building or any part thereof or any appurtenance thereof becoming
out of repair, or due to the happening of any accident or event in or about
the Office Building, or due to any act or neglect of any tenant or occupant
of the Office Building or of any other person. This provision shall apply
particularly (but not exclusively) to damage caused by gas, electricity,
snow, frost, steam, sewage, sewer gas or odors, fire, water or by the
bursting or leaking of pipes, faucets, sprinklers and plumbing fixtures,
and shall apply without distinction as to the person whose act or neglect
was responsible for the damage and whether the damage was due to any of the
causes specifically enumerated above or to some other cause of an entirely
different nature. Tenant further agrees that all personal property upon
the Premises or upon loading docks, receiving and holding areas, elevators
or other common areas of the Office Building shall be at the risk of Tenant
only, and the Landlord shall not be liable for any loss or damage thereto
or theft thereof.
(b) Tenant agrees to defend, protect, indemnify and save harmless Landlord
and its beneficiaries, and their respective agents and employees, of and
from (i) all liability to third parties arising out of the acts of Tenant
and its servants, agents, employees, contractors, suppliers, workmen or
invitees, and (ii) any and all loss, damage, liability cost and expense,
including reasonable attorneys' fees, arising from Tenant's use or
occupation of the Premises or from any breach or default on the part of
Tenant in the performance of any covenant or agreement on the part of
Tenant to be performed pursuant to the terms of this Lease, or from any
act or negligence of Tenant, its agents, contractors, suppliers, workmen,
servants, employees or invitees, in or about the Premises. In case of
any action or proceeding brought against Landlord or its beneficiaries,
or their respective agents or employees by reason of any such claim, upon
notice from Landlord, Tenant covenants, at its expense, to defend such
action or proceeding by counsel reasonably satisfactory to Landlord.
16. Subordination of Superiority.
The rights and interests of Tenant under this Lease shall be subject and
subordinate to any ground lease, mortgage, trust deed or other paramount
encumbrance that may now or hereafter be placed upon the Land and/or the
Office Building or any part thereof and to any and all advances to be made
thereunder and to interest thereon and all renewals, replacements and
extensions thereof, provided that the ground lessor, mortgagee, trustee or
secured party named in such ground lease, mortgage, trust deed or other
encumbrance shall elect to subject and subordinate the rights and interest
of Tenant under this Lease to such ground lease or the lien of such
mortgage, trust deed or other encumbrance. Any such ground lessor,
mortgagee, trustee under a trust deed or secured party under any other
encumbrance may elect to give the rights and interests of Tenant under
this Lease priority over such ground lease or the lien of such mortgage,
trust deed or other encumbrance. In the event of either such election
and upon notification by such ground lessor, mortgagee, trustee or secured
party to Tenant to that effect, the rights and interest of Tenant under
this Lease shall be deemed to be subordinate to or to have priority over,
as the case may be, such ground lease or the lien of said mortgage, trust
deed or other encumbrance, whether this Lease is dated prior or subsequent
to the date of said ground lease, mortgage, trust deed or other
encumbrance. Tenant shall execute and deliver whatever instruments may be
required for such purpose, including an agreement to attorn to any such
ground lessor, mortgagee, trustee or other encumbrancer, and in the event
Tenant fails so to do within 20 days after demand in writing, the same
shall constitute an event of default hereunder.
17. Access and Other Rights Reserved to Landlord.
Landlord, for itself and its agents, reserves and may exercise the following
rights without affecting Tenant's obligations hereunder:
(a) to change the name or street address of the Office Building;
(b) to install and maintain any and all signs on the exterior and/or
interior of the Office Building;
(c) to reserve access for Landlord and the other tenants of the Office
Building of any mail chutes located within the Premises according to the
rules of the United States Post Office;
(d) to designate all sources furnishing sign painting and lettering, ice,
drinking water, towels, coffee cart service and toilet supplies used in
the Office Building;
(e) during the last 6 months of the Term, if Tenant has vacated the
Premises, to decorate, remodel, repair or otherwise prepare the Premises
for reletting;
(f) to retain at all times pass keys to the Premises;
(g)to grant anyone the exclusive right and privilege to conduct any
particular business or undertaking in the Office Building;
(h) to exhibit the Premises to others and, during the last three (3)
months of the Term, to display "for rent" signs on the Premises;
(i) to close the Office Building after regular working hours and on legal
holidays subject, however, to Tenant's right to admittance, under such
reasonable regulations as Landlord may prescribe from time to time, which
may include by way of example but not of limitation, that persons entering
or leaving the Office Building identify themselves to a watchman by
registration or otherwise and that said persons establish their right to
enter or leave the Office Building;
(j) to approve the weight, size and location of safes, computers, copying
and printing equipment or other heavy equipment or articles, which articles
may be moved in, about, or out the Office Building or Premises only at such
times and in such manner as Landlord shall direct and in all events,
however, at Tenant's sole risk and responsibility;
(k) to take any and all measures, including inspections, repairs,
alterations, decorations, additions and improvements to the Premises or
to the Office Building, as may be necessary or desirable for the safety,
protection or preservation of the Premises or the Office Building or
Landlord's interests, or as may be necessary or desirable in the operation
of the Office Building;
(l) to erect, use and maintain pipes, ducts, wiring and conduits in and
through the Premises;
(m) upon reasonable advance notice to Tenant (provided that no notice shall
be required in an emergency), to enter the Premises, to inspect the same,
to perform janitorial and cleaning services and to make such decorations,
repairs, alterations, improvements or additions to the Premises or the
Office Building as Landlord may deem reasonably necessary or desirable,
and to take all material into and upon the Premises that may be required
therefor and during the continuance of any said work, to temporarily close
doors, entryways, public space and corridors in the Office Building and to
interrupt or temporarily suspend services and facilities, provided that
Landlord shall at all times use its best efforts to maintain reasonable
accessibility to the Premises, to minimize any disruption of Tenant's
business; if Tenant shall not be personally present to open and permit
entry into the Premises, at any time, when for any reason an entry therein
shall be necessary or permissible, Landlord or Landlord's agents may enter
the same by a master key, or, in the cases of an emergency only, may
forcibly enter the same, without rendering Landlord or such agents liable
therefor (if during such entry Landlord or Landlord's agents shall accord
reasonable care to Tenant's property), and without in any manner affecting
the obligations, responsibility or liability whatsoever, for the care,
supervision or repair of the Premises or the Office Building or any part
thereof, other than as herein provided; and
(n)to change the arrangement and/or location of entrances or passageways,
doors and doorways, and corridors, elevators, stairs, toilets or other
public parts of the Office Building, and to close entrances, doors,
corridors, elevators or other facilities.
Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights hereby reserved without being deemed guilty of an actual
or constructive eviction or disturbance to Tenant's use or possession and
without being liable in any manner to Tenant and without abatement of Base
Rent and additional rent (except as provided in Section 12) or affecting
any of Tenant's obligations hereunder; provided that in the exercise of
any or all of the foregoing rights, Landlord shall use reasonable care to
minimize damage to Tenant's property or interruption of Tenant's business.
18. Holding Over.
If Tenant retains possession of the Premises or any part thereof after the
termination of the Term, by lapse of time or otherwise, Tenant shall pay
Landlord monthly rent, at double the rate payable for the month immediately
preceding said holding over (including such additional rent for Expenses
and Taxes which Landlord may reasonably estimate), computed on a per-month
basis, for, and payable in advance on the first day of, each month or part
thereof (without reduction for any such partial month) that Tenant thus
remains in possession, and in addition thereto, Tenant shall pay Landlord
all damages, consequential as well as direct, sustained by reason of
Tenant's retention of possession. Alternatively, at the option and
election of Landlord, expressed in written notice to Tenant and not
otherwise, such retention of possession shall constitute an extension
of the Term for one (1) year. The provisions of this paragraph are not
exclusive and shall not preclude or impair Landlord's rights of re-entry
or any other right of Landlord hereunder, at law or in equity.
19. Default by Tenant.
(a) In addition to the other events of default mentioned elsewhere in this
Lease, any of the following occurrences or acts shall constitute an event
of default under this Lease: (i) if Tenant, at any time during the
continuance of this Lease (and regardless of the pendency of any bankruptcy,
reorganization, receivership, insolvency or other proceedings, in law,
in equity, or before any administrative tribunal, which have or might have
the effect of preventing Tenant from complying with the terms of this Lease),
shall (x) fail to make any payment of Base Rent, additional rent or other sum
required to be paid by Tenant hereunder and Tenant shall fail to make any
such payment for a period of five (5) days after service by Landlord of
written notice to Tenant that any such payment has become due, or
(y) fail to observe or perform any other provision hereof for ten (10) days
after Landlord shall have served on Tenant written notice of such failure,
provided, that in the case of any default referred to in this clause which
is curable but cannot be cured by the payment of money and cannot with
diligence be cured within such 10-day period, if Tenant shall proceed
promptly to cure the same and thereafter shall prosecute the curing of
within which such failure may be cured shall be extended for such period
as may be necessary to complete the curing of the same with diligence and
continuity; or (ii) if Tenant shall file a petition in bankruptcy or for
reorganization or for an arrangement pursuant to any present or future
federal or state bankruptcy law or under any similar federal or state law,
or shall be adjudicated a bankrupt or insolvent or shall make an assignment
for the benefit of its creditors or shall admit in writing its inability to
pay its debts generally as they become due, or if a petition or answer
proposing the adjudication of Tenant as a bankrupt or its reorganization
under any present or future federal or state bankruptcy law or any similar
federal or state law shall be filed in any court and such petition or
answer shall not be discharged or denied within thirty (30) days after
the filing thereof, or (iii) of a receiver, trustee, custodian or
liquidator of Tenant or of all or substantially all of the assets of Tenant
or of the Premises or any portion thereof shall be appointed any proceeding
brought by or against Tenant and shall not be discharged within thirty (30)
days after such appointment, or if Tenant shall consent to or acquiesce in
such appointment, or (iv) if the Premises shall have been abandoned, or
(v) if Tenant shall be in default under any other lease of Premises in the
Office Building or the complex.
(b) If an event of default should have occurred and be continuing, Landlord
shall have the right at its election, then or any time thereafter while such
event of default shall continue, to give Tenant written notice of Landlord's
intention to terminate the Term on a date specified in such notice. Upon
the giving of such notice, the Term and the estate hereby granted shall
expire and terminate on such date as fully and completely and with the
same effect as if such date were the date hereinbefore fixed for the
expiration of the Term, and all rights of Tenant hereunder shall expire
and terminate, but Tenant shall remain liable as hereinafter provided.
(c) If an event of default shall have occurred and be continuing, Landlord
shall have the immediate right, whether or not the Term shall have been
terminated pursuant to subsection (b), to re-enter and repossess the
Premises or any part thereof by force, summary proceedings, ejection or
otherwise and the right to remove all persons and property therefrom.
Landlord shall be under no liability for, or by reason of, any such entry,
repossession or removal. No such re-entry or taking of possession of the
Premises by Landlord shall be construed as an election on Landlord's part to
terminate the Term unless a written notice of such intention be given to
Tenant pursuant to subsection (b), or unless the termination of this Lease
be decreed by a court or competent jurisdiction.
(d) At any time or from time to time after the repossession of the Premises
or any part thereof pursuant to subsection (c), whether or not the Term
shall have been terminated pursuant to subsection (b), Landlord may (but
shall be under no obligation to) relet the Premises or any part thereof
for the account of Tenant, in the name of Tenant or Landlord or otherwise,
without notice to 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) and on such conditions (which may include concessions or free
rent) and for such uses as Landlord, in its absolute discretion, may
determine, and Landlord may collect and receive any rents payable by
reason of such reletting. Landlord shall not be responsible or liable
for any failure to collect any rent upon any such reletting.
(e) No expiration or termination of the Term pursuant to subsection (b),
by operation of law or otherwise, and no repossession of the Premises or
any part thereof pursuant to subsection (c) or otherwise, and no reletting
of the Premises or any part thereof pursuant to subsection (d), shall
relieve Tenant of its liabilities and obligations hereunder, all of which
shall survive such expiration, termination, repossession or reletting.
(f) In the event of any expiration or termination of this Lease or
repossession of the Premises or any part thereof by reason of the
occurrence of an event of default, Tenant will pay to Landlord the Base
Rent, additional rent and other sums required to be paid by Tenant to and
including the date of such expiration, termination or repossession; and,
thereafter, until the end of what would have been the Term in the absence
of such expiration, termination or repossession, and whether or not the
Premises or any part thereof shall have been relet, Tenant shall be liable
to Landlord for, and shall pay to Landlord the Base Rent, additional rent
and other sums which would be payable under this Lease by Tenant in the
absence of such expiration, termination or repossession, less the net
proceeds, if any, of any reletting effected for the account of Tenant
pursuant to subsection (d), after deducting from such proceeds all of
Landlord's expenses in connection with such reletting (including, without
limitation, all repossession costs, brokerage commissions, legal expenses,
reasonable attorneys' fees, employees' expenses, alteration costs and
expenses for preparation for such reletting). Tenant will pay said Base
Rent, additional rent and other sums on the days on which the Base Rent,
additional rent and such other sums would have been payable under this
Lease in the absence of such expiration, termination, or repossession,
and Landlord shall be entitled to recover the same from Tenant on each
such day.
20. Surrender of Possession.
Upon the expiration or other termination of the Term, Tenant shall quit and
surrender to Landlord the Premises, broom clean, in good order and condition,
ordinary wear expected, and Tenant shall remove all of its property
therefrom. Prior to the end of the Term, Tenant may remove from the
Premises such readily removable improvements to the Premises made and
paid for by Tenant, provided that (i) Tenant shall not remove any
improvements which shall result in the Premises being improved below
building standard (defined as those improvements installed by Landlord
in accordance with Exhibit "C" hereto), (ii) Tenant shall not remove
any mechanical, electrical or plumbing fixtures or conduits providing
heat, light, power, water, plumbing, air conditioning, ventilation or
other essential services to the Premises (as distinguished from removable
equipment therein) except for special or upgraded fixtures installed by
Tenant which are replaced by Tenant with fixtures customarily and normally
used in offices in other portions of the Office Building, and (iii) prior
to the end of the Term, Tenant shall at its sole expense restore any
damage to the Premises resulting from such removal. If Tenant does not
remove its property of every kind and description from the Premises prior
to the end of the Term, however ended, Tenant shall be conclusively
presumed to have conveyed the same to Landlord under this Lease as a
xxxx of sale without further payment or credit by Landlord to Tenant and
Landlord may remove the same and Tenant shall pay the cost of such removal
and the cost of repairing any damage caused thereby to Landlord upon
demand and, (iv) Tenant when vacating the Premises shall do so after
6:00 p.m. so as not to disturb the use of the elevators for other tenants.
21. Notices.
All notices required or permitted hereunder shall be in writing, and the
same shall be considered delivered when personally serviced and receipted
for by the intended recipient or when deposited in the United States
certified or registered mail, postage prepaid, return receipt requested,
and if directed to Landlord, addressed to Landlord at Landlord's Address,
and if directed to Tenant, addressed to Tenant at Tenant's Address.
Landlord and Tenant each reserve the right to change their respective
addresses effective three (3) business days following notice thereof
served upon the other in accordance herewith.
22. Relocation of Tenant.
Landlord shall have the right, upon thirty (30) days written notice, to
relocate Tenant in whole or in part, to another location in the Office
Building at no cost or expense to Tenant and upon the condition that the
new premises designated by Landlord shall be substantially as desirable
as the Premises with respect to layout and location in the Office Building
and shall not be smaller in area than the Premises.
23. Security Deposit.
Tenant has deposited with Landlord a security deposit in the amount of
$1942.26, the receipt whereof is hereby acknowledged. Said deposit shall
be held by Landlord as security for the full and faithful performance by
Tenant of each and every term, covenant and condition of this Lease on
the part of Tenant to be observed and performed. Such security deposit
shall not be mortgaged, assigned, transferred or encumbered by Tenant and
any such act on the part of Tenant shall be without force and effect and
shall not be binding upon Landlord. If any Base Rent or additional rent
herein reserved or any other sums payable by Tenant shall be overdue and
unpaid or should Landlord make payments on behalf of Tenant, or should
Tenant fail to perform any of the terms of this Lease for the cure thereof,
then Landlord may, at its option, and without prejudice to any other
remedy which Landlord may have on account thereof, appropriate and apply
said entire deposit or so much thereof as may be necessary to compensate
Landlord toward the payment of the rents or other sums due from Tenant,
or towards any loss, damage or reasonable expenses sustained by Landlord
resulting from such default on the part of Tenant; and in such event
Tenant shall forthwith upon demand restore said security to the original
sum deposited. In the event Tenant shall fully and faithfully comply with
all of the terms, covenants and conditions of this Lease and promptly pay
all Base Rent and additional rent as they fall due and all other sums
payable by Tenant to Landlord, said deposit shall be returned in full to
Tenant within thirty (30) days from the date of the expiration of the
Term and the surrender of the Premises by tenant in compliance with the
provisions of this Lease without any allowance for interest thereon.
In the event any bankruptcy, insolvency, reorganization or other
creditor/debtor proceedings shall be instituted by or against Tenant or
its successors or assigns, such security deposit shall be deemed to be
applied first to the payment of any Base Rent, additional rent and/or
other charges due Landlord for all periods prior to the institution of
such proceedings and the balance, if any, of such security deposit may
be retained by Landlord in partial liquidation of Landlord's damages.
24. Brokerage.
Tenant hereby represents and warrants that it has not dealt with any broker
or finder entitled to any compensation by reason of the execution of this
Lease or the lease of the Premises pursuant hereto, except for The Xxxx
Corporation and _________ whose commission shall be paid by Landlord pursuant
to separate agreement). Tenant hereby agrees to indemnify and hold Landlord
harmless from all damage, liability and expense (including reasonable
attorneys' fees) Landlord may incur, suffer or sustain in respect to a
claim by a broker or finder for such compensation, excluding brokers
engaged by Landlord or named herein.
25. Waiver, Remedies, Expenses, Etc.
(a) No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy, and each and every
right and remedy shall be cumulative and in addition to any other right or
remedy given hereunder or now or hereafter existing at law or in equity or
by statute. The failure of Landlord to insist at any time upon the strict
performance of any covenant or agreement or to exercise any option, right,
power or remedy contained in this Lease shall not be construed as a waiver
or a relinquishment thereof for the future. No receipt of money by Landlord
from Tenant after termination of the Term or after service of any notice
of default or after the commencement of any suit, or after final judgment
for possession of the Premises shall reinstate, continue or extend the
Term or affect such notice or suit. A receipt by Landlord of any Base Rent,
any additional rent or any other sum payable hereunder with knowledge of
the breach of any covenant or agreement contained in this Lease shall not
be deemed a waiver of such breach, and no waiver by Landlord of any provision
of this Lease shall be deemed to have been made unless expressed in writing
and signed by Landlord. In addition to other remedies provided in this
Lease, Landlord shall be entitled to the extent permitted by applicable law,
to injunctive relief in case of the violation, or attempted or threatened
violation, of any of the covenants, agreements, conditions or provisions of
this Lease, or to a decree compelling performance of this Lease.
(b) In the event Tenant shall be in default in the performance of
any of its obligations under this Lease, and an action shall be brought for
the enforcement thereof in which it shall be determined that Tenant was in
default, Tenant shall pay Landlord all expenses incurred or paid by Landlord
in connection therewith including reasonable attorneys' fees. In the event
Landlord shall, without fault on its part, be made a party to any litigation
commenced against Tenant, if Tenant, at its expense, shall fail to provide
Landlord with counsel approved by Landlord, Tenant shall pay as additional
rent all costs and reasonable attorneys' fees incurred or paid by Landlord
in connection with such litigation.
(c) Landlord may, but shall not be obligated to, cure any default by Tenant
after complying with the notice provisions as herein provided, and whenever
Landlord so elects, all costs and expenses paid or incurred by Landlord in
curing such default, including, without limitation, reasonable attorneys'
fees, shall be so much additional rent payable on demand.
26. Estoppel Certificate.
Tenant, at any time and from time to time, upon not less than ten (10) days
prior request by Landlord, shall execute, acknowledge and deliver to
Landlord a statement in writing, executed by an executive officer of Tenant,
certifying, among other reasonable assurances as may be requested by
Landlord, Landlord's mortgagee or any prospective purchaser of the Office
Building, that this Lease is unmodified and in full effect (or, if there
have been modifications, that this lease is in full effect as modified,
and setting forth such modifications) and the dates to which the Base
Rent, additional rent and other sums payable hereunder have been paid,
the amount of the existing security deposit, and either stating that to
the knowledge of the parties executing such certificate no default exists
hereunder or specifying each such default of which the executing party may
have knowledge; it being intended that any such statement by Tenant may be
relied upon by any prospective purchaser or mortgagee of the Office Building.
27. Landlord Defined.
The term Landlord as used in this Lease, so far as the covenants or
obligations on the part of the Landlord are concerned, shall be limited to
mean and include only the owner or owners at the time in question of the
Office Building, and in the event of any transfer or transfers of title
thereto, Landlord named herein (and in case of any subsequent transfer or
conveyances, the then grantor) shall be automatically freed and relieved
from and after the date of such transfer or conveyance of all liability as
respects the performance of any covenants or obligations on the part of
Landlord contained in this Lease thereafter to be performed, provided that
such transferee shall expressly assume the obligations of Landlord under
this Lease and provided further that any funds in the hands of such Landlord
or the then grantor at this time of such transfer in which Tenant has an
interest shall be turned over or credited to the grantee and any amount
then due and payable to Tenant by Landlord or then grantor under any
provisions of this Lease, shall be paid to Tenant.
28. Separability.
Except as otherwise herein expressly provided, each and every covenant
and agreement contained in this Lease is, and shall be construed to be,
a separate and independent covenant or agreement by Landlord shall not
discharge or relieve Tenant from any of its obligations under this Lease.
If any term or provision of this Lease or the application thereof to any
person or circumstances shall to any extent be invalid and unenforceable,
the remainder of this Lease, or the application of such term or provision
to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term and provision
of this Lease shall be valid and shall be enforced to the extent permitted
by law.
29. Binding Effect and Survival.
All of the covenants, conditions and obligations contained in this Lease
shall be binding upon and inure to the benefit of the respective successors
and assigns of Landlord and Tenant to the same extent as if each successor
and assign were in each case named as a party to this Lease. The covenants
and agreements of this Lease shall survive termination of the Term.
30. Interpretation and Amendments.
The headings to the various sections of this Lease have been inserted for
convenient reference only and shall not to any extent have terms and
provisions of this Lease. This Lease shall be governed by and interpreted
under the laws of the State of Illinois. Time is of the essence of this
Lease and all provisions herein relating thereto shall be strictly
construed. This Lease may not be changed, modified or discharged except
by a writing signed by Landlord and Tenant. The Preliminary Statement
and the following exhibits hereto are incorporated in and made a part of
this Lease:
* Exhibit A Legal Description
* Exhibit B Floor Plans
* Exhibit C Work Letter
31. Time of Payment; Interest.
All amounts (unless otherwise provided herein, and other than the Base
Rent and current and final damages which shall be due as hereinbefore
provided) owed by Tenant to Landlord hereunder shall be deemed additional
rent and be paid within 30 days from the date Landlord renders statements
of account therefor. All such amounts (including Base Rent and additional
rent but excluding interest) which are not paid within 30 days shall bear
interest from the date due until the date paid at the rate of two percent
(2%) above the Prime Rate charges. For purposes hereof, Prime Rate shall
be the rate of interest announced from time to time by First Chicago Bank
as the rate of interest then being charged on short-term unsecured loans
made in Chicago, Illinois to said Bank's most credit-worthy customers.
Provision for and collection of interest as aforesaid shall not be in
derogation of any other right or remedy of Landlord provided in this
Lease, at law or in equity.
32. Early Occupancy.
If Tenant shall occupy the Premises prior to the beginning of the Term
with Landlord's consent, all the provisions of this Lease shall be in
full force and effect from and after commencement of occupancy by Tenant.
33. Quiet Enjoyment.
If, and so long as, Tenant shall observe and perform all covenants,
agreements and obligations required by it to be observed and performed
hereunder, Tenant shall have peaceful and quiet occupancy and enjoyment
of the Premises by Tenant as contemplated by this Lease, provided that
Landlord shall have access to the Premises as provided in this Lease.
34. Mortgagee Modifications.
Should any prospective mortgagee or ground lessor require a modification
or modifications of this Lease, which modification or modifications will
not cause an increased cost or expense to Tenant or in any other way
substantially change the rights and obligations of Tenant hereunder,
then and in such event, Tenant agrees that this Lease may be so modified
and agrees to execute whatever documents are required therefor within
10 days after receipt from Landlord. In the event Tenant does not execute
any such document within said 10 days, Landlord may then execute the
document on Tenant's behalf as Tenant's Attorney-in-Fact.
IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Lease
as of the day and year first above written.
Landlord: Tenant:
BY: /s/ Xxxxxx Xxxxxxx BY: /s/ Xxxxxxx X. Xxxxx
Endorex Corp.
December 9, 1996
Xxxxxxx X. Xxxxx
Lake Bluff Office Center
000 Xxxxx Xxxxx Xxxxx
Xxxxx #000
Xxxx Xxxxx, XX 00000
Re: Lease Amendment, Suite #245
Effective January 1, 1997, the lease dated September 18, 1996, commencing
on October 1, 1992 by and between Endorex Corporation, as Lessee, and Lake
Bluff Office Center, L.L.C., Agent of the Lake Forest Bank and Trust Company,
as Trustee under Trust #1138, dated 09/18/96, as successor to American Bank
and Trust Company, as Lessor, for the premises at 000 Xxxxx Xxxxx Xxxxx,
Xxxx Xxxxx, Xxxxxxxx is amended as follows:
Premises: New Suite #245
Termination Date: December 31, 1998
Square Footage: 1501 Square Feet
Target Occupancy: Friday, December 13, 1996
Rent Schedule:
Date: per Sq. Ft. Monthly: Annual:
01/1/97 to 03/31/97 $08.16 $1,021.13 $16,753.56
04/1/97 to 06/30/97 $10.16 $1,271.13 $16,753.56
07/1/97 to 09/30/97 $12.16 $1,521.13 $16,753.56
10/1/97 to 12/31/97 $14.16 $1,771.13 $16,753.56
01/1/98 to 03/31/98 $16.16 $2,021.13 $24,638.31
04/1/98 to 12/31/98 $16.50 $2,063.88 $24,638.31
Carpet will be cleaned.
Lake Bluff Office Center will move the furniture only.
Lake Bluff Office Center will move all phone, fax and modem lines at
our expense.
Lake Bluff Office Center will build one wall and door for a small
conference room.
If Endorex Corp. wants a knee wall, we will build one - six foot long,
four foot high with a finished oak top for $430.00. This knee wall,
if desired, will be at Endorex's expense.
All other terms and conditions of the Lease shall remain the same.
/s/ XXXXXX XXXXXXX /s/ XXXXXXX X. XXXXX
MANAGING PARTNER
12/10/96 12/10/96
