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Exhibit 10.27
COMMENCEMENT DATE AND TERMINATION DATE
AGREEMENT
Date: November 26, 1991
This Agreement is a supplement to that certain Lease dated July 12, 1991,
between MATAS CORPORATION as agent for AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO, as Trustee under a certain Trust Agreement dated the 31st day of
August, 1983, and known as Trust Number 65110 (hereinafter referred to as
"Landlord"), and First Premium Services, Inc. (hereinafter referred to as
"Tenant"), for 4,558 square feet in the building known as 000 Xxxx Xxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx.
Landlord and Tenant agree that: The Commencement Date of the Lease Term shall
be December 1, 1991 instead of October 1, 1991, and the Termination Date of the
Lease Term shall be March 31, 1997 instead of January 31, 1997.
MATAS CORPORATION FIRST PREMIUM SERVICES, INC.
By:___________________________ By:___________________________
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C O R P O R A T E 5 0 0 C E N T R E
LEASE WITH
FIRST PREMIUM SERVICES, INC.
Tenant
Rental Agent
MATAS CORPORATION
000 Xxxx-Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
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TABLE OF CONTENTS
SECTION PAGE
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1. Lease of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
4. Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. Additional Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7. Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. Landlord's Services and Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Tenant's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10. Rights Reserved to Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
11. Telephone, Electric and Other Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
12. Landlord's Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
13. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
14. Waiver of Certain Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
15. Condition of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
16. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17. Assignment and Subletting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18. Untenantability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
19. Defaults; Conditional Limitations; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
20. Eminent Domain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
21. Subordination or Superiority of this Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
22. Sprinklers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
23. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
24. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
25. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
26. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
27. Estoppel Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
28. Exculpatory Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
29. Limitation on Landlord's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
30. Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
EXHIBIT A (Plan of Premises) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X-0
XXXXXXX X-0 (Base Rent Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
EXHIBIT B (Legal Description of the Real Estate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
EXHIBIT C (Construction Rider) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
Attachment A to Exhibit C (Building Standards) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-7
Attachment B to Exhibit C (Space Plan and Plan Notes) . . . . . . . . . . . . . . . . . . . . . . . . . . . C-8
EXHIBIT D (Lease Estoppel Certificate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
EXHIBIT E (Garage Rider) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
EXHIBIT F (Storage Rider) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
EXHIBIT G (Rules and Regulations) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1
EXHIBIT H (Janitor Services) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1
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LEASE
FOR
CORPORATE 500 CENTRE
This Lease is made as of the 31st day of July, 1991, between Matas
Corporation, as agent for AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,
not individually, but solely as Trustee under a certain Trust Agreement dated
the 30th day of July, 1985, and known as Trust Number 65110 (the "Landlord"),
and First Premium Services, Inc. (the "Tenant"), as follows:
1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the premises consisting of that certain office space shown
outlined in red or by a heavy line on the plan attached hereto as Exhibit A
(the Premises") located on the third floor in the office building located at
000 Xxxx Xxxx Xxxx, Xxxxxxxxx, XX (the "Building") in the project commonly
known as "Corporate 500 Centre" (the "Project"), and more particularly
described on Exhibit B hereto (the "Real Estate"). The Building, the Project
and the Real Estate together with the vehicular drives, the above and below
ground parking facilities, and all other structures and improvements now or
hereafter located upon the Real Estate are hereinafter sometimes collectively
called the "Property". The Premises contain 4,558 rentable square feet.
2. TERM. The term of the lease (the "Term") is for five (5) years and
four (4) months commencing on the first (1st) day of October (the "Commencement
Date") and ending on the thirty-first (31st) day of January, 1997 (the
"Termination Date"), unless sooner terminated as hereinafter provided.
3. POSSESSION.
A. In the event the Premises shall not be substantially
completed, and ready for occupancy on the Commencement Date this Lease shall
nevertheless continue in full force and effect, but Rent (as hereinafter
defined) shall xxxxx until the Premises are ready for occupancy or until the
Landlord is able to deliver possession, as the case may be, and Landlord shall
have no other liability whatsoever on account hereof; provided, however, there
shall be no abatement of Rent if the Premises are not ready for occupancy
because of failure to complete the installation of special equipment, fixtures
or materials ordered by Tenant, or because of any delays resulting from
Tenant's failure to promptly submit plans in accordance with the Construction
Rider attached hereto as Exhibit C (the "Construction Rider") or resulting from
material changes or additions to Tenant's plans after submission thereof or
from any other tenant delay described in the Construction Rider (all of the
foregoing being herein called "Tenant Delays"). The Premises shall not be
deemed incomplete or not ready for occupancy if only insubstantial details of
construction, decoration or mechanical adjustments remain to be
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done. The Premises shall be deemed substantially complete and fully tenantable
when any uncompleted work or the performance thereof will not hinder, interfere
with, delay or obstruct Tenant in its business operations.
B. If Tenant shall take possession of the Premises or any part
thereof, prior to the Commencement Date (which Tenant may not do without
Landlord's prior written consent), all of the covenants and conditions of this
Lease shall be binding upon the parties hereto with respect to such whole or
part of the Premises as if the Commencement Date had been fixed as the date
when Tenant took possession of such whole or part of the Premises and Tenant
shall pay Rent for the period of such occupancy prior to the Commencement Date
at the rate of the annual Base Rent set forth in Paragraph 4 hereof prorated
for such period of occupancy and, if less than the whole Premises are occupied,
for the proportionate area of the total Premises so occupied.
C. Under no circumstances shall the occurrence of any of the
events described in this Paragraph 3 be deemed to accelerate or defer the
Termination Date.
4. RENT. Tenant shall pay to Landlord's rental agent, MATAS CORPORATION
(the "Rental Agent"), at 000 Xxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, or to
such other persons or at such other places as Landlord may direct from time to
time by written notice to Tenant, by check which at the time of payment is
legal tender for the payment of public and private debts in the United States
of America, the aggregate of the following, all of which are hereby declared to
be "Rent":
A. Base rent (the "Base Rent") at the annual rate set forth on
Exhibit A-I attached hereto and made a part hereof, each payable in advance
promptly on the first day of each and every calendar month during the Term
without demand and without any set-off or deduction whatsoever, except that the
first full month's installment of Base Rent shall be paid by Tenant
concurrently with the execution of this Lease. The annual Base Rent was
determined on the basis of Fifteen and 50/100 Dollars ($15.50) per rentable
square foot in the Premises for the first twelve (12) months of the Term and
increased at the rate of three percent (3%) per annum for years 2-5 compounded
annually. Notwithstanding the foregoing, the first month's payment of Base Rent
shall be abated.
B. The rent payable pursuant to the Garage Rider and Storage
Rider, if entered into as part of this Lease;
C. "Additional Rent" (hereinafter defined) including, without
limitation, all estimated monthly installments of the Expense Adjustment
Amount;
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D. All other sums payable by Tenant to Landlord pursuant to this
Lease; and
E. Interest at the "Default Rate" from the date 10 days after due
date of each payment of Rent until paid. "Default Rate" means the lower of:
(i) the highest lawful rate, or (ii) a rate of interest equal to the sum of
five percent (5%) plus the rate of interest announced from time to time by the
First National Bank of Chicago ("First") as its corporate base rate or if such
rate is unavailable such other similar rate or standard chosen by Landlord in
the exercise of its reasonable discretion (the "Base Rate").
Tenant recognizes that late payment of Base Rent or any other sum due
hereunder will result in administrative expenses to landlord, the extent of
which additional expenses are extremely difficult and economically impractical
to ascertain. Tenant therefore agrees that when Base Rent or any other sum is
due and payable from Tenant to Landlord pursuant to the terms of this Lease,
and such amount remains unpaid 5 business days after such amount is due, the
amount of such unpaid Base Rent or other sum shall be increased by a late
charge to be paid to Landlord by Tenant equal to $100.00.
The provisions of this Paragraph shall in no way relieve Tenant of the
obligation to pay Base Rent or other payments on or before the date on which
they are due, nor shall the collection by Landlord of any amount under either
subparagraph hereof impair (a) the ability of Landlord to collect the amount
charged under subparagraph 4.E hereof or (b) Landlord's Remedies set forth in
Paragraph 23 of this Lease.
If the Term or the obligation to pay Base Rent commences on a day
other than the first day of a calendar month or ends on a day other than the
last day of a calendar month, the Base Rent for such month shall be prorated on
a per diem basis. The prorated Base Rent for the portion of the month in which
the Term or the obligation to pay Base Rent commences shall also be paid at the
time of execution of this Lease.
5. ADDITIONAL RENT. In addition to paying Base Rent specified in
Paragraph 4 hereof, Tenant shall pay as "Additional Rent", the amounts
determined pursuant to subparagraphs B and C of this Section 5. The Base Rent
and the Additional Rent are sometimes herein collectively referred to as the
"Rent".
Without limitation of the other obligations of Tenant which
shall survive the expiration of the Term, the obligation of Tenant to pay
Additional Rent provided in this Section 5 shall survive the expiration of the
Term. For any partial Lease Year, Tenant shall be obligated to pay only a pro
rata share of the Additional Rent based on the number of days of the term
falling within such Lease Year.
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A. Certain Definitions. For the purposes of Sections 4 and 5 of
this Lease, the following terms, words or phrases shall have the meanings and
definitions described in this Subsection 5.A.:
(i) Notwithstanding the foregoing, "Lease Year" means a
calendar year. If the Term commences other than on January 1, Lease Year also
means that period of time from the Commencement Date (or such earlier date as
Tenant takes possession of the premises as provided in Section 3) through the
next succeeding December 31. If the Term ends on a date other than December
31, then "Lease Year" also means that period ending on the date of expiration
of the Term and commencing on the immediately preceding January 1.
(ii) (a) "Operating Expenses" means Taxes (as
hereinafter defined) and all costs, expenses, charges and disbursements of
every kind, nature or description whatsoever (determined for the applicable
calendar year on an accrual basis), paid or incurred by Landlord or its
beneficiaries relating to the ownership, management, operation, maintenance,
replacement, and repair of the Property and of the personal property, fixtures,
machinery, equipment, systems and apparatus located therein or used in
connection therewith.
(b) Operating Expenses shall not include the
following: (1) costs of alterations of any premises or common areas in the
Building for other tenants of the Building, costs of capital improvements to
the Property (except that Operating Expenses shall include (a) the cost during
the Term, as reasonably amortized by Landlord with interest at a rate equal to
the sum of two percent (2%) plus the Base Rate, of any capital improvement
completed after the commencement of the Term which are intended to reduce any
component cost included within Operating Expenses, and (b) the cost of any
capital improvements which Landlord is required to make, or which Landlord
shall deem necessary, to keep the Property in compliance with all applicable
governmental rules and regulations), (2) interest and principal payments on
mortgages, (3) ground rental payments, and (4) leasing commissions or fees, (5)
costs incurred in connection with the construction of the Building; (6) costs
(to the extent such costs constitute capital costs under generally accepted
accounting principles) of defects in or inadequacy of the construction of the
Building, the improvements within the Premises, the premises of other Building
tenants, and any other improvements located in the Building; (7) legal fees
(other than those relating to the general operation of the Building, which
exclusion from Operating Expenses shall include legal fees for specific tenant
matters other than those related to Operating Expenses, space planner's fees,
architectural fees, engineering fees (other than those relating to the general
operation of the Building), marketing and advertising expenses (other than
those relating to the general operation of the Building), incurred in
connection with the development, leasing and
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construction of the Building or any improvements on the Land; (8) costs for
which Landlord is reimbursed by condemnation proceeds, insurance, by its
carriers or any tenant carrier, or otherwise; (9) any fines, penalties, bad
debt losses, rent losses, or losses or reserves for bad debt or rent losses;
(10) costs associated with the operation of the business of the legal entity
which constitutes Landlord as the same is distinguished from the cost and
operation of the Building, including legal entity formation, internal entity
accounting and legal matters and cost associated with title litigation, land
trustee changes, costs of defending foreclosures, cost of mortgage financing
and defending defaults under ground leases; (11) costs of defending any
lawsuits with Mortgagee (except as the actions of Tenant may be in issue); (12)
costs of selling, syndicating, financing, mortgaging or hypothecating any of
the Landlord's interest in the Building or the other improvements located on
the land; (13) costs of disputes between Landlord and any third party not
relating to the Building; (14) the costs associated with employees who do not
devote the majority of their time to the Building shall be prorated to the
extend that such employee devote their time to the Building; (15) the cost of
utility installation and tap-in charges; (16) income or franchise taxes of
Landlord; and (17) csts of services not rendered to all tenants occurring after
the Commencement Date.
(c) If less than (95%) of the Building's rentable
area is occupied during all or any portion of any Lease Year, Landlord may
elect to make an appropriate adjustment of the "Operating Expenses" for such
year based on Landlord's good faith determination of the amount of "Operating
Expenses" that would have been paid or incurred by Landlord had (95%) or more
of the Building's rentable area been occupied throughout such Lease Year, and
the amount so determined by Landlord shall be deemed to have been the amount of
"Operating Expenses" for such Lease Year. If any Operating Expense, though
paid in one year, relates to more than one Lease Year, at the option of
Landlord, such Operating Expense may be proportionately allocated among such
related Lease Years. If any Operating Expense relates to more than one
Building or parcel of property on the Property, at the option of Landlord, such
Operating Expense may be allocated among all such buildings or parcels of
property to which it relates. If Landlord is not furnishing any particular
work or service (the cost of which if performed by Landlord would constitute an
Operating Expense) to a tenant who has undertaken to perform such work or
service in lieu of the performance thereof by Landlord, Operating Expenses
shall be determined to be increased by an amount equal to the additional
Operating Expense which reasonably would have been incurred during such period
by Landlord if it had at its own expense furnished such work or service to such
tenant.
(iii) "Taxes" means all federal, state and local
governmental taxes, assessments and charges (including transit district taxes
or assessments) of any kind or nature, whether
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general, special, ordinary or extraordinary, which Landlord or its
beneficiaries shall pay or become obligated to pay because of or in connection
with ownership, leasing, management, control or operation of the Property or of
the personal property, fixtures, machinery, equipment, systems and apparatus
located therein or used in connection therewith, including without limitation,
all ad valorem taxes, the Illinois Replacement Tax, County Impact Fee and any
tax measured or based upon rental or rental receipts. The amount included in
Taxes for any Lease Year shall be the amount indicated by the tax bills
assessed in respect of such Lease Year (e.g., the taxes includable in Taxes for
any calendar year shall be the tax designated as that calendar year's taxes,
regardless of whether they are paid or payable in that calendar year), except
that if the tax bills for such year are not available as of the date of the
statement, the amount of such taxes may be reasonably estimated by the person
preparing the statement. There shall be deducted from Taxes, as determined for
any year, the amount of any refund of Taxes received by Landlord during such
year, but only to the extent such refund relates to Taxes for a period within
the Term. There shall be included in Taxes for any year the amount of all
fees, costs and expenses (including attorneys' fees) paid by Landlord during
such year in seeking or obtaining any refund or reduction of Taxes. If any
special assessment payable in installments is levied against the Property,
Taxes for any year shall include only installments of such assessments and any
interest thereon payable with respect to such year (all without regard to any
right to pay or payment of any such special assessment in a lump sum or single
payment). Taxes shall not include any federal or state franchise, capital
stock, inheritance, income, or estate taxes, except that if a change occurs in
the method of taxation resulting in the substitution of any such taxes for any
Taxes as hereinabove defined, such substituted taxes shall be included in
Taxes. Taxes include legal fees, court costs and expenses charged or payable
by or on behalf of Landlord for the contest of or protest of any Taxes.
(iv) "Tenant's Proportionate Share" means 2.55%, being the
percentage calculated by dividing the square feet of rentable area contained in
the Premises by the number of square feet (being one hundred percent (100%) of
the square feet of rentable area of the Building). Landlord warrants that
Tenant's Proportionate Share will be computed in accordance with the BOMA
Standard.
B. Expense Adjustment.
(i) Tenant shall pay as Additional Rent an amount (the
"Expense Adjustment Amount") equal to Tenant's Share of the Operating Expenses
for each Lease Year, except that Tenant shall be required to pay only a pro
rata amount of the Expense Adjustment Amount for the Lease Years in which the
first and last days of the Term occur prorated on a per diem basis.
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(ii) Prior to the commencement of each Lease Year,
Landlord shall notify Tenant of Landlord's estimate of the Expense Adjustment
Amount for such Lease Year and Tenant shall pay such amount in equal monthly
installments on the first day of each calendar month during such Lease Year.
If at one or more times during such Lease Year Landlord revises its estimate of
the Expense Adjustment Amount for such Lease Year, Landlord may notify Tenant
of such revised estimate and of the increase or decrease in such monthly
payments thereafter payable during such Lease Year necessary to cause the total
monthly payments during such Lease Year to equal Landlord's then current
estimate of the Expense Adjustment Amount for such Lease Year, and Tenant shall
thereafter pay such revised monthly payment amount on the first day of each
calendar month thereafter during such Lease Year. Each such estimate provided
by Landlord shall show separately the amount thereof allocable to Taxes and the
amount thereof allocable to Operating Expenses other than Taxes.
(iii) Following the close of each Lease Year, Landlord
shall furnish to Tenant a statement setting forth the actual Expense Adjustment
Amount for such Lease Year (exclusive of Taxes) and, within thirty (30) days
after receipt of such statement, Tenant shall pay the excess, if any, of such
actual Expense Adjustment Amount (exclusive of Taxes) for such Lease Year as
shown in said statement over the amount of the payments theretofore made by
Tenant with respect to the Expense Adjustment Amount (exclusive of Taxes) for
such Lease Year based upon Landlord's estimates.
(iv) After Landlord receives the relevant tax bills for
each Lease Year, Landlord shall also furnish to Tenant a statement setting
forth the actual amount of Taxes for such Lease Year and, within thirty (30)
days after receipt of such statement, Tenant shall pay the excess, if any, of
such actual amount of Taxes for such Lease Year as shown in said statement over
the amount of the payments theretofore made by Tenant with respect to Taxes for
such Lease Year based upon Landlord's estimates.
(v) If the total estimated monthly payments paid by
Tenant for any Lease Year exceeds the actual Expense Adjustment Amount for such
Lease Year, such excess shall be credited against payments due or next becoming
due hereunder.
(vi) If Tenant requests upon reasonable advance notice to
Landlord, Landlord shall make available to Tenant within thirty (30) days,
following the receipt by Tenant of the Expense Adjustment Amount, Landlord's
books and records maintained with respect to the Operating Expenses or Taxes,
as applicable, for such calendar year. If Tenant wishes to contest any item
written within any Expense Adjustment Amount, Tenant shall do so in a written
notice (the "Contest Notice") received by Landlord within thirty (30) days
following Tenant's receipt of such statement. The
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Contest Notice shall specify in detail the item or items being contested and
specific grounds therefor. If Tenant timely gives a Contest Notice to
Landlord, any dispute with respect to any item or items in such Expense
Adjustment Statement shall be submitted to an independent certified public
accountant ("CPA") mutually agreed upon by both Tenant and Landlord whose
decision shall be binding upon the parties. Tenant shall pay on demand all
fees of the CPA with respect to any such disputes unless the amount of the
Expense Adjustment Amount, as applicable, exceeds the amount of Expense
Adjustment Amount as finally determined by the CPA by more than 5%.
6. INTENTIONALLY OMITTED
7. USE. Tenant shall occupy and use the Premises for general office
purposes only.
8. LANDLORD'S SERVICES AND OBLIGATIONS. So long as Tenant is not in
default hereunder, Landlord shall furnish the following services:
A. Heating-Air Conditioning. Landlord shall furnish heat and air
conditioning to provide a temperature and humidity condition required, in
Landlord's reasonable judgment, for comfortable occupancy of the Premises under
normal business operations, daily from 8:00 a.m. to 6:00 p.m. (Saturday 8:00
a.m. to 1:00 p.m.), Sundays and holidays excepted according to standard usage
in Class A buildings of comparable age and quality in the metropolitan Chicago
area. Tenant will be charged for all heating and cooling requested and
furnished before or after these hours at rates from time to time established by
Landlord as based on Landlord's costs. Wherever heat generating machines or
equipment are used in the Premises which affect the temperature otherwise
maintained by the air conditioning system, Landlord reserves the right to
provide and install supplementary air conditioning units in the Premises and
the cost of providing, installing, operating and maintaining the same shall be
paid by Tenant to Rental Agent as additional Rent. Notwithstanding anything to
the contrary in this Paragraph 8.A. or elsewhere in this Lease, Landlord shall
have the right to institute such policies, programs and measures as may be
necessary or desirable, in Landlord's reasonable judgement, for the
conservation and/or preservation of energy or energy related services, or as
may be required to comply with applicable codes, rules and regulations and
Tenant agrees to fully cooperate with Landlord's institution of such policies,
programs and measures.
B. Water. Landlord shall furnish cold water from regular
Building outlets for drinking, lavatory and toilet purposes drawn through
fixtures installed by Landlord, or by Tenant with Landlord's prior written
consent, and hot water for public lavatory purposes from the regular supply of
the Building. Tenant shall pay Rental Agent at rates fixed by Landlord for
water furnished for any
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other purpose as additional Rent hereunder. Tenant shall not waste or permit
the waste of water.
C. Window Washing. Landlord shall furnish window washing of all
exterior windows, weather permitting, at intervals to be determined by Landlord
consistent with other first class office buildings.
D. Janitor Service. Landlord shall furnish daily janitor
services in the Premises as set forth on Exhibit H attached hereto, Saturdays,
Sundays and holidays excepted. Tenant shall not provide janitor services
without the prior written consent of Landlord and then only subject to the
supervision of Landlord and as Tenant's sole responsibility, cost and expense,
by contractors or employees at all times satisfactory to Landlord.
E. Elevator Service. Landlord shall furnish passenger elevator
service (which may be by automatic elevators) in common with Landlord and other
tenants, daily. Daily freight elevator service (subject to scheduling and
charges established by Landlord) shall be available in common with Landlord and
other tenants of the Building and any use of the freight elevator service by
contractors, agents or employees of Tenant shall be at Tenant's sole cost,
responsibility and expense and at all times satisfactory to Landlord. Tenant
shall incur no charge for freight elevator service used during normal business
hours or initial move-in.
F. Electrical Wiring Facilities. Landlord shall furnish
electrical wiring facilities adequate for the Building Standard allowance for
lighting fixtures provided by Landlord and for Tenant's incidental uses.
Tenant shall bear the cost of replacement of all lamps, tubes, ballasts and
starters for lighting fixtures. In respect to such incidental uses, adequate
electrical wiring and facilities will be furnished in the Leased Premises by
Landlord, provided that (a) the connected electrical load of the lighting
equipment does not exceed an average of two (2) xxxxx per square foot of the
Leased Premises and the connected electrical load of the incidental use
equipment does not exceed an average of one (1) watt per square foot of the
Leased Premises; (b) the electricity so furnished for incidental uses will be
at a nominal 120 volts and no electrical circuit for the supply of such
incidental use will have a circuit breaker capacity exceeding 20 amperes; and
(c) such electricity will be used only for equipment and accessories normal to
office usage. If Tenant's requirements for electricity for incidental uses are
in excess of those set forth in the preceding sentence, Landlord reserves the
right to require Tenant to install the conduit, wiring and other equipment
necessary to supply electricity for such excess incidental use requirements at
Tenant's expenses by arrangement with Commonwealth Edison Company or another
approved local utility.
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G. Interruption of Services. Landlord does not warrant that any
service will be free from interruptions caused by labor controversies,
accidents, inability to obtain fuel, steam, water or supplies, governmental
regulations, or other causes beyond the reasonable control of Landlord. No
such interruption of service shall be deemed an eviction or disturbance of
Tenant's use and possession of the Premises or any part thereof, or render
Landlord liable to Tenant for damages, by abatement of rent or otherwise, or
relieve Tenant from performance of Tenant's obligations under this Lease.
Tenant hereby waives and releases all claims against Landlord for damages for
interruption or stoppage of service. Landlord agrees to use reasonable efforts
to cause the restoration of services in the event of any failure, delay or
diminution described above. Notwithstanding the foregoing, in the event any
services called for under the terms of Paragraph G hereof to be provided by
Landlord which materially affect Tenant's business are continuously interrupted
for a period in excess of ten (10) days due to Landlord's sole negligence or
breach of Landlord's obligations hereunder to repair or maintain, Base Rent
hereunder shall be abated until such services are restored. If Landlord
negligence renders the Premises untenantable for thirty (30) consecutive days,
Tenant may terminate this Lease with written notice to Landlord by the 35th day
from the date of lack of service.
H. Billing For Electricity.
(i) Tenant shall pay for the use of all electrical
service to the Premises (other than the electrical service necessary for
Landlord to fulfill its obligation to provide heating and air conditioning as
provided in Paragraph 8.A. hereof) directly to the utility company furnishing
such service provided that Landlord can make satisfactory arrangements with the
utility company supplying the electricity to the Premises for separate metering
and billing. Tenant shall be billed directly by such utility company and
Tenant agrees to pay each xxxx promptly in accordance with its terms. In the
event that for any reason Tenant cannot be billed directly Landlord shall
forward each xxxx received by it with respect to the Premises to Tenant and
Tenant shall pay it promptly in accordance with its terms.
(ii) If the Premises cannot be separately metered for any
reason, Tenant shall pay Landlord as Additional Rent, in monthly installments
at the time prescribed for monthly installments of Rent, an annual amount, as
estimated by Landlord from time to time, which Tenant would pay for such
electricity if the same were separately metered to the Premises by the local
electric utility company and billed to Tenant at such utility company's then
current rates.
I. Charges for Services. Charges for any service for which
Tenant is required to pay, from time to time hereunder, including
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but not limited to, hoisting services or after hours heating or air
conditioning shall be due and payable at the same time as the installment of
Rent with which they are billed, or if billed separately, shall be due and
payable within ten (10) days after such billing. If Tenant shall fail to make
payment for any such services, Landlord may, with notice to Tenant, discontinue
any or all of such service and such service discontinuance shall not be deemed
to constitute an eviction or disturbance of the Tenant's use and possession of
the Premises or relieve Tenant from paying Rent or performing any of its
obligations under this Lease.
9. TENANT'S OBLIGATIONS.
A. Repairs. Except for ordinary wear and as otherwise provided
in this Lease, Tenant shall or shall cause Landlord to as hereinafter provided,
at all times during the Term hereof, at Tenant's sole cost and expense, keep
the Premises in good order, repair and condition as existed beginning on the
Commencement Date. Tenant shall promptly arrange with Landlord to have
Landlord make repairs of all damage to the Premises (other than damage to
movable and removable fixtures, the repair of which may be done by Tenant) and
the replacement or repair of all damaged or broken glass (including signs
thereon), fixtures and appurtenances (including hardware and heating, cooling,
ventilating, electrical, plumbing and other mechanical facilities in the
Premises), with materials equal in quality and class to the original materials
damaged or broken, within any reasonable period of time specified by Landlord,
and the amount paid by Landlord for such repairs and replacements shall be paid
by Tenant and deemed additional Rent reserved under this Lease and shall be due
and payable at the same time as the installment of Rent for which it is billed.
Landlord may, but shall not be required to enter the Premises at all reasonable
times to make any repairs, alterations, improvements or additions, including,
but not limited to, ducts and all other facilities for heating and air
conditioning service, as Landlord shall desire or deem necessary for the
safety, preservation or improvement of the Building, or as Landlord may be
required to do by the municipality in which the Building is located or by the
order or decree of any court or by any other proper authority. The cost of all
repairs made by Landlord to the Property which are made necessary as a result
of misuse or neglect by Tenant or Tenant's employees, invitees or agents shall
be immediately paid as additional Rent by Tenant to Landlord upon being billed
for same. Tenant shall not be responsible for repairs of or due to structural
defect or repairs to air conditioning, ventilation, mechanical and plumbing
equipment in the Premises (except if necessitated by Tenant negligence.)
B. Removal Permit. Tenant shall list all furniture, equipment
and similar articles Tenant desires to remove from the Premises or the Building
and deliver a copy to Landlord and procure a removal permit from the Rental
Agent authorizing Building employees to permit such articles to be removed.
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C. Alterations.
(i). Tenant shall not make installations, alterations or
additions in or to the Premises without securing the prior written consent of
Landlord in each instance, which consent shall not be unreasonably withheld,
provided, however, it shall not be deemed unreasonable for Landlord to refuse
its consent to any proposed alteration, addition, or improvement which affects
either the structure, operating systems, insurability, value or cost of
operation of the Building or which would affect the operation of any other
tenant. If Landlord consents to said installations, alterations or additions,
it may impose such conditions with respect thereto as Landlord deems
appropriate, including, without limitation, requiring Tenant to furnish
Landlord with security for the payment of all cost to be incurred in connection
with such work, insurance against liabilities which may arise out of such work,
approval of plans and specifications for such work by Landlord and permits
necessary for such work. Such work shall be done at the sole cost and expense
of Tenant by employees of or contractors employed by Landlord, or with
Landlord's consent in writing given prior to letting of such contract, by
contractors employed by Tenant, but in each case, only under written contract
previously approved in writing by Landlord, and subject to all conditions
Landlord may impose including, without limitation, conditions which will assure
Landlord that all work will be performed lien free under the Mechanics Lien Act
of Illinois. All installations, alterations and additions shall be constructed
in a good and workmanlike manner and only new and good grades of material shall
be used, and shall comply with all insurance requirements, and with all
ordinances and regulations of the Village of Deerfield or any department or
agency thereof, and with the requirements of all statutes and regulations of
the State of Illinois or any department or agency thereof. Tenant shall permit
Landlord to supervise all construction operations within the Premises and shall
pay to Landlord, prior to the commencement of the work, a percentage of the
costs of such work, at a rate from time to time established by Landlord
sufficient to reimburse Landlord for all overhead, general conditions, fees and
other expenses arising from supervision of and involvement with the work. If
alterations are made by Tenant's contractors, Tenant shall furnish to Landlord
prior to commencement thereof, building permits and certificates of appropriate
insurance and bonds, and upon completion of any installation, alteration or
addition, Contractor's Affidavits and full and final Waivers of Lien for all
labor and material expended and used. Tenant shall hold harmless Landlord from
all claims, costs, damages, liens and expenses which may arise out of or be
connected in any way with said installations, alterations or additions. Any
alterations or repairs which are undertaken by Tenant shall be performed by
union labor which is compatible with the union or unions representing the
service employees of Landlord in the Project.
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(ii). All alterations, improvements and additions to the
Premises, whether temporary or permanent in character, made or paid for by
Landlord or Tenant, shall without compensation to Tenant become Landlord's
property at the termination of this Lease by lapse of time or otherwise and
shall, unless Landlord requests their removal (in which case Tenant shall
remove the same as provided in Section 16) be relinquished to Landlord in good
condition, ordinary wear excepted.
D. Holding Over. Tenant shall pay to Landlord for each day
Tenant retains possession of the Premises or any part thereof after termination
of this Lease by lapse of time or otherwise, 150% of the amount of the Rent
(computed on a daily basis) then required by the terms hereof for the last
monthly period prior to the date of such termination and also pay all damages
(including consequential damages) sustained by Landlord by reason of such
retention. Such Holdover rent shall be effective and payable to Landlord only
after Landlord's written notice to Tenant electing to treat Tenant as a tenant
at will: provided, however, that if and only if Landlord and Tenant have been
engaged in good faith negotiations concerning possible extension of the Term
and terms hereof, Landlord agrees that Tenant's obligation to pay Base Rent at
the Holdover rate after termination of the Term shall not become effective
unless and until Landlord notifies Tenant that such negotiations have ceased
and that Landlord demands possession of the Premises.
E. Rules and Regulations. Tenant agrees, for itself, its
employees, agents, clients, customers, invitees, visitors and guests, to
observe the rules and regulations attached hereto as Exhibit H and made a part
hereof. Landlord shall have the right from time to time to prescribe
additional rules and regulations which may be desirable in its judgment for the
use, entry, operation and management of the Premises and Building, each of
which rules and regulations and all amendments thereto shall become a part of
this Lease. Tenants shall comply with all such rules and regulations;
provided, however, that such rules and regulations shall not contradict or
abrogate any right or privilege expressly granted herein to Tenant and further
provided that Landlord shall fairly and equitably enforce such rules and
regulations against all tenants.
10. RIGHTS RESERVED TO LANDLORD. Landlord shall have the following rights
exercisable without notice and without liability to Tenant for damage or injury
to property, person or business (all claims for damage being hereby released),
except damage or injury caused by the negligence of Landlord, its employees or
agents or breach of any of Landlord's obligations and in the absence of Tenant
contributory negligence, and without effecting an eviction or disturbance of
Tenant's use or possession or giving rise to any claim for setoffs, or
abatement of rent;
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A. To change the name or street address of the Building or
Project.
B. To install and maintain signs on the exterior and interior of
the Building (except within the Premises) or anywhere on the Property.
C. To designate all sources furnishing sign painting and
lettering, ice, mineral or drinking water, beverages, foods, towels, vending
machines or toilet supplies used or consumed on the Premises.
D. To have passkeys, including card keys, to the Premises and to
furnish door keys for the entry door(s) in the Premises at the commencement of
the Lease.
E. To decorate, remodel, repair, alter or otherwise prepare the
Premises for reoccupancy any time after Tenant abandons or vacates the
Premises.
F. To enter the Premises at reasonable hours to make inspections,
or to exhibit the Premises to prospective tenants, purchasers or others, or for
other reasonable purposes, provided, however, that Landlord's activities do not
unreasonably interfere with Tenant's business.
G. To have access to all mail chutes according to the rules of
the United States Post office.
H. To require all persons entering or leaving the Building during
such hours as Landlord from time to time reasonably may determine to identify
themselves to a watchman by registration or otherwise and to establish their
right to leave or enter, and to exclude or expel any peddler, solicitor or
beggar at any time from the Premises or the Property.
I. To approve the weight, size and location of safes, computers,
and all other heavy articles in and about the Premises and the Building and to
require all such items and other office furniture and equipment to be moved in
and out of the Property and Premises only at such time and in such manner as
Landlord shall reasonably direct and in all events at Tenant's sole risk and
responsibility.
J. At any time or times, to decorate at its own expense, and to
make repairs, alterations, additions and improvements, structural or otherwise,
in or to the Premises, the Property or any part thereof, and to perform any
acts related to the safety, protection or preservation thereof, and during such
operations to take into and through the Premises or any part of the Property
all material and equipment required and to close or temporarily suspend
operation of entrances, doors, corridors, elevators or other
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facilities, provided that Landlord shall cause as little inconvenience or
annoyance to Tenant as is reasonably necessary in the circumstances, and shall
not do any act which permanently reduces the size of the Premises. Landlord
may do any such work during ordinary business hours and Tenant shall pay
Landlord for overtime and for any other expenses incurred if such work is done
during other hours at Tenant's request.
K. To do or permit to be done any work in or about the Premises
or the Property or any adjacent or nearby building, land, street or alley.
L. To grant to anyone the exclusive right to conduct any business
or render any service on the Property or in the Building, provided such
exclusive right shall not operate to exclude Tenant from the use expressly
permitted by Section 7 of this Lease.
M. To close the Building at 6:00 p.m. or at such other reasonable
time as Landlord may determine, however, subject to Tenant's right to
admittance under such regulations as shall be prescribed from time to time by
Landlord.
N. To prohibit the placing of vending or dispensing machines of
any kind in or about the Premises without the prior written permission of
Landlord, which permission shall not be unreasonably withheld or delayed.
O. To require Tenant to move to other premises on another floor
in the Building or any other office building in Phase II of the Project (herein
referred to as the "New Premises") upon receipt of thirty (30) days' written
notice from Landlord provided that the New Premises shall be substantially
similar, both in finish and location, to the initial Premises, in which event
Landlord shall pay all moving costs and costs for improving the New Premises so
that they are substantially similar to the Premises, including telephone
relocation, new carpeting, wall and window treatment. If Landlord relocates
Tenant as provided above, the Rent per square foot for the new Premises shall
remain the same and Tenant shall not be entitled to any compensation for any
inconvenience or interference with Tenant's business nor to any abatement or
reduction in rent, nor shall Tenant's obligations under this Lease be otherwise
affected, as a result of the substitution, except as otherwise provided in this
subparagraph O. Tenant agrees to cooperate with Landlord so as to facilitate
the prompt completion by Landlord of its obligations under this subparagraph O.
Without limiting the generality of the preceding sentence, Tenant agrees to
promptly provide to Landlord such approvals, instructions, plans,
specifications or other information as may be reasonably requested by Landlord.
P. To designate certain parking areas in the subterranean garage
in the Building and on the Real Estate or adjacent land for
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the exclusive use of one or more tenants of the Building or any other building
now existing or hereafter constructed in the Project, and to make, prescribe
and adopt rules and regulations with respect to the use of such parking areas.
Q. To establish controls and rules for the purpose of regulating
all property and packages, both personal and otherwise, to be moved into or out
of the Building and the Premises.
R. To retain all other rights reserved by Landlord pursuant to
the provisions of this Lease.
11. TELEPHONE, ELECTRIC AND OTHER SERVICES.
A. Tenant shall make arrangements directly with the telephone
companies or multi-tenant communications services companies servicing the
Building for such telephone service in the Premises as may be desired by
Tenant. Tenant shall pay the entire cost of all telephone charges, electricity
consumed within the Premises, maintenance of light fixtures and replacement of
lamps, bulbs, tubes, ballasts and starters.
B. If Tenant desires telegraphic, telephonic, burglar alarm,
computer installations or signal service (which service shall be at Tenant's
sole expense), upon request, Landlord shall direct where and how all
connections and wiring for such service shall be introduced and run. In the
absence of such directions, Tenant shall make no borings, cutting or install
any wires or cables in or about the Premises.
C. In no event shall Landlord be liable or responsible to Tenant
for any loss, damage, or expense which Tenant may sustain or incur if either
the quality or character of electrical service is changed or is no longer
suitable for Tenant's requirements; and also that it shall make no alterations
or additions to the electric equipment and/or appliances without the prior
written consent of Landlord in each instance.
12. LANDLORD'S TITLE. Landlord's title is and always shall be paramount
to the title of Tenant. Nothing herein contained shall empower Tenant to do
any act which can, shall or may encumber the title of Landlord.
13. QUIET ENJOYMENT. Subject to the provisions of this Lease, Landlord
covenants that Tenant, on paying the Rent and performing the covenants of this
Lease on its part to be performed, shall and may peaceably and quietly have,
hold and enjoy the Premises for the Term.
14. WAIVER OF CERTAIN CLAIMS.
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A. To the full extent now or hereafter permitted by law, Tenant
waives and releases all claims against Landlord, its beneficiaries, officers,
directors, shareholders, partners, agents, employees and servants, in respect
of, and they shall not be liable for injury to person or damage to property
sustained by Tenant or by any occupant of the Premises or the Property, or any
other person, occurring in or about the Property, or the Premises resulting
directly or indirectly, from any existing or future condition, defect, matter
or thing in the Premises, the Property or any part of it, or from equipment or
appurtenances therein, or from accidents, or from any occurrence, act, or from
neglect or omission of any tenant or occupant on the Property, or of any other
person including Landlord, its beneficiaries, its officers, directors,
shareholders, partners, agents, employees and servants except for the gross
negligence or willful misconduct of Landlord, its agents or employees. This
Section shall apply especially, but not exclusively, to damage caused as
aforesaid or by the flooding of basements or other subsurface areas or by
refrigerators, sprinkling devices, air conditioning apparatus, water, snow,
frost, steam, excessive heat or cold, falling plaster, broken glass, sewage,
gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures,
and shall apply equally whether any such damage results from the act or
omission of other tenants, occupants or servants of the Property or of any
other persons including Landlord, its officers, directors, agents, employees
and servants, and whether such damage be caused or result from any thing or
circumstance above mentioned, or any other thing or circumstance whether alike
or wholly different in nature. If any such damage to the Premises or the
Property or any equipment or appurtenance therein, or to tenants thereof,
results from any act or omission or negligence of Tenant, its agents, employees
or invitees, Landlord, at Landlord's option, may repair such damage and Tenant,
upon demand by Landlord, shall reimburse Landlord forthwith for all costs of
such repairs and damages both to the Property and to tenants thereof. All
property on the Property or in the Premises belonging to Tenant, its agents,
employees or invitees, or to any occupant of the Premises shall be there at the
risk of Tenant or other person only, and Landlord shall not be liable for
damage thereto or theft, misappropriation or loss thereof. Tenant shall hold
harmless Landlord and indemnify it against claims and liability for injuries to
all persons and for the damage to, or the theft, misappropriation or loss of
all property occurring in or about the Premises, or due to any act or omission
of Tenant, its agents or employees or invitees.
15. CONDITION OF PREMISES. Tenant's taking possession shall be conclusive
evidence that the Premises were then in good order, repair and satisfactory
condition. Except as may be set forth in Exhibit C hereto, no promise of
Landlord to alter, remodel, improve, repair, decorate or clean the Premises or
any part thereof, and no representation respecting the condition of the
Premises or the Property has been made to Tenant by Landlord.
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16. TERMINATION. At the termination of this Lease, by lapse of time or
otherwise:
A. Surrender of Keys. Tenant shall surrender all keys, including
card keys, of the Premises and Property to Landlord and make known to Landlord
the explanation of all combination locks remaining on the Premises.
B. Surrender of Premises. Tenant shall surrender to Landlord the
Premises and all equipment and fixtures of Landlord in as good a condition and
state of repair as when Tenant originally took possession thereof, subject,
however, to
(i) the provisions of Paragraphs C and D of this Section
16; or
(ii) ordinary wear and loss or damage by fire or other
casualty described in Section 18 hereof, failing which Landlord may restore the
Premises, equipment and fixtures to such condition and state of repair and upon
demand, Tenant shall pay to Landlord the cost thereof.
C. Removal of Additions. All installations, additions, hardware,
non-trade fixtures and improvements, temporary or permanent, except movable
furniture and equipment belonging to Tenant, in or upon the Premises, whether
placed there by Tenant or Landlord, shall be Landlord's property and shall
remain upon the Premises, all without compensation, allowance or credit to
Tenant; provided, however, that if prior to such termination or within ten days
thereafter Landlord so directs by notice, Tenant shall promptly remove the
installations, additions, hardware, non-trade fixtures and improvements, placed
in or upon the Premises by Tenant and designated in the notice and restore the
Premises to its original condition except for the alterations, improvements and
additions consented to by the Landlord, failing which Landlord may remove the
same and upon demand, Tenant shall pay to Landlord the cost of such removal and
of any necessary restoration of the Premises. In addition, Tenant shall remove
its office furniture, trade fixtures, office equipment and all other items of
property on the premises not belonging to Landlord. Tenant shall pay to
Landlord upon demand the cost of repairing any damage to the Premises and to
the Building caused by any such removal.
D. Property Presumed Abandoned. All fixtures, installation, and
personal property belonging to Tenant not removed from the Premises upon
termination of this Lease and not required by Landlord to have been removed as
provided in Paragraph C of this Section 16, shall be conclusively presumed to
have been abandoned by Tenant and title thereto shall pass to Landlord under
this Lease as by a Xxxx of Sale.
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17. ASSIGNMENT AND SUBLETTING.
A. Without the prior written consent of Landlord in each instance
(which consent may not be unreasonably withheld or delayed) Tenant shall not:
(i) assign, transfer, mortgage, pledge, hypothecate or
encumber, or subject to or permit to exist upon or be subjected to any lien or
charge, this Lease or any interest under it;
(ii) allow to exist or occur any transfer of or lien upon
this Lease or Tenant's interest herein by operation of law;
(iii)sublet the Premises or any part thereof; or
(iv) permit the use or occupancy of the Premises or any
part thereof for any purpose not provided for under Section 7 of this Lease or
by any one other than Tenant and Tenant's employees. Any such action on the
part of Tenant shall be void and of no effect.
Notwithstanding the foregoing, Tenant may, without the Landlord's written
consent, but with prior notification to Landlord, do any of the following from
time to time:
(a) share space in the Premises with its
affiliates without such space sharing being deemed an assignment or sublease;
(b) formally sublet space in the Premises to any
of its affiliates, provided that Tenant shall remain primarily liable under the
Lease; and
(c) assign this Lease, in whole or in part, or
sublet in whole or in part to any corporation into or with which shall be an
affiliate, subsidiary, parent or successor of Tenant.
(d) Together with Landlord, enter into a
Collateral Assignment of Lease in favor of Lasalle National Bank.
B. By notice in writing, Tenant shall advise Landlord of its
intention from, on and after a stated date (which shall not be less than sixty
(60) days after date of Tenant's notice) to assign or transfer its interest as
Tenant in this Lease, or sublet any part or all of the Premises for the balance
or any part of the Term. Tenant shall furnish to Landlord, simultaneously with
Tenant's request for consent to assign or sublet, the following: (1) a true and
correct copy of the proposed sublease or assignment, approved by the assignee,
sublessee or transferee, (2) description of the portion of the Leased Premises
to be occupied, (3) nature of the proposed assignee, sublessee or transferee's
business, and (4) current credit reports and financial statements of the
proposed assignee, sublessee or transferee. Landlord shall have the right
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without limitation of its right to consent to an assignment, transfer or
sublease as provided under this Section 17, to be exercised by giving written
notice to Tenant thirty (30) days after receipt of Tenant's notice, to
recapture the space described in Tenant's notice and such recapture notice
shall, if given, cancel and terminate this Lease with respect to the space
therein described as of the date stated in Tenant's notice. Tenant's notice
shall state the name and address of the proposed subtenant and a true and
complete copy of the proposed sublease shall be delivered to Landlord with said
notice. If Tenant's notice shall apply to all of the Premises, and Landlord
shall give the aforesaid recapture notice with respect thereto, the Term of
this Lease shall expire and end on the date stated in Tenant's notice as fully
and completely as if that date had been herein definitely fixed for the
expiration of the Term. If, however, this Lease is canceled pursuant to the
foregoing with respect to less than the entire Premises, the Rent herein
reserved shall be adjusted on the basis of the number of square feet retained
by Tenant in proportion to the number of square feet contained in the Premises,
as described in this Lease, and this Lease, as so amended, shall continue
thereafter in full force and effect. If Landlord, upon receiving Tenant's said
notice with respect to any such space, shall not exercise its right to cancel
as aforesaid, Landlord will not unreasonably withhold its consent to Tenant's
assignment as aforesaid or subletting the space described in its notice. If
this Lease is terminated in whole or in part as aforesaid, Landlord shall be
free to deal directly with any such proposed assignee or sublessee without any
responsibility or liability to Tenant on account thereof. Notwithstanding the
foregoing right of Landlord to terminate the Lease, Tenant shall have the right
to withdraw the requested assignment or sublease giving rise to such Landlord
right to terminate by delivering written notice to Landlord within ten (10)
days after receipt of Landlord's notice of intention to terminate.
C. Any subletting or assignment hereunder shall not release or
discharge Tenant of or from any liability, whether past, present or future,
under this Lease, and Tenant shall continue fully liable thereunder. The
subtenant or subtenants or assignee shall agree to comply with and be bound by
all of the terms, covenants, conditions, provisions and agreements of this
Lease to the extent of the space sublet or assigned, and Tenant shall deliver
to Landlord promptly after execution, an executed copy of each such sublease or
assignment and an agreement of compliance by each such subtenant or assignee.
D. If Tenant shall assign or transfer its interest in this Lease
or sublet the Premises having first obtained Landlord's consent, for a premium
or at a rental in excess of the rent due and payable by Tenant under the
provisions of Section 4 of this Lease, Tenant shall pay 50% of said premium or
excess rent to Landlord
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after deduction of the reasonable expenses of such assignment or sublet.
E. Any sale, assignment, mortgage, transfer or subletting of this
Lease which is not in compliance with the provisions of this paragraph shall be
of no effect and void.
18. UNTENANTABILITY.
A. In the event
(i) all or a substantial portion of the Premises are made
untenantable by fire or other casualty and Landlord shall decide not to restore
or repair same, or
(ii) the Building is so damaged by fire or other casualty
that Landlord shall decide to demolish or not rebuild the same, then, in any of
such events, Landlord shall have the right to terminate this Lease by notice to
Tenant within one hundred twenty (120) days after the date of such fire or
other casualty and the Rent shall be apportioned on a per diem basis and paid
to the date of such fire or other casualty. In the event that all or a
substantial portion of the Premises are made untenantable by fire or other
casualty and Landlord shall decide to rebuild and restore the same, this Lease
shall not terminate and Landlord shall repair and restore the Premises at
Landlord"s expense and with due diligence, however, subject to reasonable
delays for insurance adjustments and delays caused by forces beyond Landlord's
reasonable control, but Landlord shall not be obligated to expend therefor an
amount in excess of the proceeds of insurance recovered with respect thereto.
In such event, the Rent due hereunder shall xxxxx in proportion to the
nonusability of the Premises during the period of reconstruction and repair.
B. Subject to the preceding paragraph, and subject to the last
sentence of this paragraph, if the Premises are damaged by fire or other
casualty but such damage does not render all or a substantial portion of the
Premises or Building untenantable, then Landlord shall proceed with all due
diligence to repair and restore the Premises, however, subject to
(i) reasonable delays for insurance adjustments, and
(ii) delays caused by forces beyond Landlord's reasonable
control. In such event, the Rent shall xxxxx in proportion to the nonusability
of the Premises during the period while repairs are in progress unless such
partial damages are due to the fault or neglect of Tenant. If the partial
damage is the result of the fault or neglect of Tenant, Rent shall not xxxxx
during said period. If the Premises are made partially untenantable as
aforesaid during the last two (2) years of the Term, Landlord shall have the
right to terminate this Lease as of the date of fire or
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other casualty, in which event, the Rent shall be apportioned on a per diem
basis and paid to the date of such fire or other casualty. If Landlord fails
to restore the Premises to full tenantability in as good condition and quality
as prior to the casualty within 180 days of the casualty, Tenant may terminate
this Lease by written notice to Landlord.
C. In the event the Premises or the Building is damaged by fire
or other casualty resulting from the act or neglect of Tenant, its agents,
contractors, employees or invitees and if this Lease shall not be terminated by
Landlord as a result of such damage, Tenant shall not be released from any of
its obligations hereunder, including, without limitation, its duty to repair
the Premises and its liability to Landlord for damages caused by such fire or
other casualty and its duty to pay Rent, which Rent shall not be abated.
Tenant acknowledges that Landlord shall be entitled to the full proceeds of any
insurance coverage, whether carried by Landlord or Tenant, for damage to
alterations, additions, improvements or decorations provided by Landlord either
directly or through an allowance to Tenant.
D. Notwithstanding anything to the contrary herein set forth,
Landlord shall have no duty pursuant to this Section 18 to repair or restore
any portion of the alterations, additions or improvements in the Premises or
the decorations thereto except to the extent that such alterations, additions,
improvements and decorations were provided by Landlord, at Landlord's cost,
either directly or through an allowance to Tenant, at the beginning of the
Term. If Tenant desires any other or additional repairs or restoration and if
Landlord consents thereto, which consent shall not be unreasonably withheld or
delayed, the same shall be done at Tenant's sole cost and expense subject to
all of the provisions of Section 9.D. hereof. Tenant acknowledges that
Landlord shall be entitled to the full proceeds of any insurance coverage,
whether carried by Landlord or Tenant, for damage to alterations, additions,
improvements or decorations provided by Landlord either directly or through an
allowance to Tenant.
19. DEFAULTS; CONDITIONAL LIMITATIONS; REMEDIES.
A. Each of the following events shall be an "Event of Default"
hereunder:
(i) Failure of Tenant to pay any installment of Rent or
any part thereof or any other payments of money, costs, or expenses herein
agreed to be paid by Tenant, when due; and if such failure shall continue for a
period of 5 days after Landlord's notice thereof to Tenant.
(ii) Failure of Tenant to observe or perform one or more
of the other terms, conditions, covenants or agreements of this Lease and the
continuance of such failure for a period of 30 days
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after written notice by Landlord specifying such failure (unless such failure
requires work to be performed, acts to be done, or conditions to be removed
which cannot by their nature reasonably be performed, done or removed, as the
case may be, within such 30 day period, in which case no default shall be
deemed to exist so long as Tenant shall have commenced curing the same within
such thirty (30) day period and shall diligently and continuously prosecute the
same to completion);
(iii) Any hazardous condition which is not cured by Tenant
immediately upon written notice by Landlord specifying such hazardous
condition;
(iv) (a) The filing of an application by Tenant for a
consent to the appointment of a receiver, trustee or liquidator of itself or of
all of its assets; or
(b) The filing by Tenant of a voluntary petition
in bankruptcy or the filing of a pleading in any court of record admitting in
writing its inability to pay its debts as they become due; or
(c) The making by Tenant of a general assignment
for the benefit of creditors; or
(d) The filing by Tenant of an answer admitting
the material allegations of or consenting to or defaulting in answering a
petition filed against it in any bankruptcy proceeding;
(v) The entry of an order, judgment or decree by any
court of competent jurisdiction adjudging Tenant a bankrupt or appointing a
receiver, trustee or liquidator for Tenant, or all of its assets, and such
order, judgment or decree continuing unstayed and in effect for any period of
sixty (60) consecutive days;
(vi) If Tenant shall abandon or vacate the Premises for
any period for which it has not paid its Rent in full;
(vii) If this Lease or the estate of Tenant hereunder shall
be transferred to or assigned to or subleased to or shall pass to or devolve
upon, any person or party, except in a manner herein expressly permitted;
(viii) If a levy under execution or attachment shall be made
against Tenant or its property and such execution or attachment shall not be
vacated or removed by court order, bonding or otherwise within a period of
thirty (30) days;
B. If an Event of Default shall occur, at any time there after,
at its option Landlord may:
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(i) give written notice to Tenant stating that this
Lease, and the Term shall expire and terminate on the date specified in such
notice, and upon the date specified in such notice, this Lease, the Term
hereunder, and all rights of Tenant shall expire and terminate as if that date
were the date herein definitely fixed for the termination of the Term, and
Tenant shall quit and surrender the Premises but Tenant shall remain liable as
hereinafter provided. After any such termination Landlord at its option may
file a written declaration of termination in the official records of the county
in which the Premises are located which written declaration shall be deemed a
conclusive determination of the termination of this Lease.
(ii) re-enter and repossess the Premises, and Tenant shall
nevertheless remain liable as hereinafter provided for the remainder of the
Term. If Landlord shall so re-enter, Landlord, at its option, may repair and
alter the Premises in such manner as the Landlord may deem necessary or
advisable, and/or let or relet the Premises or any parts thereof for the whole
or any part of the remainder of the Term or for a longer period, in Landlord's
name or as agent of Tenant, and out of any rent collected or received as a
result of such letting or reletting Landlord shall first, pay to itself the
reasonable cost and expense of retaking, repossessing, repairing and/or
altering the Premises, and the reasonable cost and expense of removing all
persons and property therefrom; second, pay to itself the reasonable cost and
expense sustained in securing any new tenants (including any broker's
commission), and if Landlord shall maintain and operate the Premises, the cost
and expense of operating and maintaining the Premises; and, third, pay to
itself any balance remaining on account of the liability of Tenant to Landlord.
No re-entry by Landlord, whether had or taken under summary proceedings or
otherwise, shall absolve or discharge Tenant from liability hereunder.
Landlord shall in no way be responsible or liable for any failure to relet the
Premises or any part thereof, or for any failure to collect any rent due on any
such reletting. Should any rent so collected by Landlord after the
aforementioned payments be insufficient to fully pay to Landlord a sum equal to
all such Rent and other payments and charges reserved herein, the deficiency
shall be paid by Tenant on the rent days herein specified.
(iii) in any of the circumstances hereinabove mentioned in
which Landlord shall have the right to hold Tenant liable as above provided,
Landlord shall have the right to elect, in place and instead of holding Tenant
so liable, forthwith to recover against Tenant as damages for loss of the
bargain and not as a penalty, in addition to any other damages becoming due
hereunder, an aggregate sum which, at the time of such termination of this
Lease or of such recovery of possession of the Premises by Landlord, as the
case may be, represents the then present worth of the excess, if any, of the
aggregate of the Rent and all other payments and charges payable by Tenant
hereunder that would have
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accrued for the balance of the Term over the aggregate rental value of the
Premises (such rental value to be computed on the basis of a Tenant paying not
only a rent to Landlord for the use and occupation of the Premises, but also
the Taxes and other payments and charges as are required to be paid by Tenant
under the terms of this Lease) for the balance of the Term.
(iv) Landlord, at Landlord's election from time to time
may bring a suit or suits for the recovery of such deficiency or damages, or
for a sum equal to any installment or installments of Rent and other charges
hereunder. Nothing herein contained shall be deemed to require Landlord to
await the Termination Date.
(v) nothing in this Section 19. contained shall limit or
prejudice the right of Landlord to prove and obtain as liquidated damages in
any bankruptcy, insolvency, receivership, reorganization or dissolution
proceeding an amount equal to the maximum allowed by any statute or rule of law
governing such proceeding and in effect at the time when such damages are to be
proved, whether or not such amount be greater, equal to or less than the amount
of the damages referred to in any of the preceding paragraphs of this Section.
C. No receipt of monies by Landlord from Tenant after termination
of this Lease, or after the giving of any notice of termination of this Lease,
shall reinstate, continue or extend the term or affect any notice theretofore
given to Tenant, or operate as a waiver of the right of Landlord to enforce the
payment of Rent and other sum or sums of money and other charges herein
reserved and agreed to be paid by Tenant then due or thereafter falling due, or
operate as a waiver of the right of Landlord to recover possession of the
Premises by proper remedy, except as herein otherwise expressly provided, it
being agreed that after the service of notice to terminate this Lease or the
commencement of suit or summary proceedings, or after final order or judgment
for the possession of the Premises, Landlord may demand, receive and collect
any monies due or thereafter falling due without in any manner affecting such
monies collected being deemed payments on account of the use and occupation of
said Premises, or at the election of Landlord, on account of Tenant's liability
hereunder.
D. To the extent permitted by law, Tenant hereby expressly waives
the service of any notice of intention to re-enter the Premises, including any
and every form of demand and notice provided for in any statute or other law,
or of the institution of legal proceedings to that end, and Tenant, for and on
behalf of itself and all persons claiming through or under Tenant, also waives
any and all right of redemption provided by any law or statute now in force or
hereafter enacted or otherwise, or re-entry or repossession or to restore the
operation of this Lease in case Tenant shall be dispossessed by a judgment or
by warrant of any court or judge or in case of re-entry or repossession by
Landlord or in case of any expiration or termination of this Lease. The
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terms "enter", "re-enter", "entry" or "re-entry", as used in this Lease are
not restricted to their technical legal meaning.
E. No failure by Landlord to insist upon the strict performance
of any covenant, agreement, term or condition of this Lease or to exercise any
right or remedy consequent upon a breach thereof, and no acceptance of full or
partial Rent during the continuance of any such breach shall constitute a
waiver of any such breach or of such covenant, agreement, term or condition.
No covenant, agreement, term or condition of this Lease to be performed or
complied with by Tenant, and no breach thereof, shall be waived, altered or
modified except by a written instrument executed by Landlord. No waiver of any
breach shall affect or alter this Lease, but each and every covenant,
agreement, term and condition of this Lease shall continue in full force and
effect with respect to any other then existing or subsequent breach thereof.
F. If any breach or threatened breach by Tenant of any of the
covenants, agreements, terms or conditions contained in this Lease shall occur,
Landlord shall be entitled to enjoin such breach or threatened breach and shall
have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise as though re-entry, summary proceedings, and other
remedies were not provided for in this Lease.
G. Each right and remedy of Landlord provided for in this Lease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing at law or in equity or
by statute or otherwise, and the exercise or beginning of the exercise by
Landlord of any one or more of the rights or remedies provided for in this
Lease or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by Landlord of
any or all other rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise.
H. Tenant shall pay to the Landlord all costs and expenses,
including reasonable attorneys' fees, incurred by Landlord in any action or
proceeding to which Landlord may be made a party by reason of any act or
omission of Tenant. Tenant shall also pay to Landlord all costs and expenses,
including reasonable attorneys' fees, incurred by Landlord in enforcing any of
the covenants and provisions of this Lease or incurred in any action brought by
Landlord against Tenant on account of the provisions hereof, and all such
costs, expenses and attorneys' fees may be included in and form a part of any
judgment entered in any proceeding brought by Landlord against Tenant on or
under this Lease. All of the sums paid or obligations incurred by Landlord as
aforesaid with interest and costs shall be paid by Tenant to Landlord five (5)
business
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days after the rendition by Landlord to Tenant of any xxxx or statement
therefor.
I. The Rent hereunder and each and every installment thereof, and
all costs, reasonable attorneys' or solicitors' fees or other expenses which
Landlord may incur in enforcing the provisions of this Lease, or on account of
any delinquency of Tenant in carrying out the provisions of this Lease, shall
be and are hereby declared to constitute a valid lien and security interest
upon the interest of Tenant in this Lease and the personal property of Tenant
located in the Premises to secure the payment and performance of all of
Tenant's obligations hereunder.
20. EMINENT DOMAIN. If the Property, or any portion thereof which
includes a substantial part of the Premises, shall be taken or condemned by any
competent authority for any public or quasi-public use or purpose, the Term
shall end upon, and not before, the date when the possession of the part so
taken shall be required for such use or purpose, and without apportionment of
the award. Rent shall be apportioned as of the date of such termination. If
any condemnation proceeding shall be instituted in which it is sought to take
or damage any part of the Property, or if the grade or configuration of any
street, highway, alley, bridge, elevated transit or other transit structure on
or adjacent to the Property is changed or constructed by any competent
authority and such change of grade makes it necessary or desirable to remodel
the Property to conform to the changed grade or configuration, Landlord shall
have the right to cancel this Lease upon not less than ninety (90) days' notice
prior to the date of cancellation designated in the notice. Under no
circumstances shall any money or other consideration be payable by Landlord to
Tenant for any cancellation or termination of this Lease as a result of an
eminent domain proceeding, nor shall Tenant have any right to share in any
condemnation award or in any judgment for damages resulting from an eminent
domain proceeding. In the event a partial taking or conveyance materially
diminishes Tenant's rights under the Lease, Tenant may terminate the Lease upon
90 days prior written notice to Landlord.
21. SUBORDINATION OR SUPERIORITY OF THIS LEASE.
A. Landlord heretofore has and hereafter from time to time may
execute and deliver a mortgage or trust deed in the nature of a mortgage senior
to all other mortgages or trust deeds, both referred to herein as "First
Mortgage" against the Real Estate and Building, or any interest therein, and
may sell and lease back the Real Estate. In addition, Landlord hereafter from
time to time may execute and deliver one or more mortgages or deeds of trust
junior to the First Mortgage or may subordinate the lien of the First Mortgage
to another mortgage or deed of trust, collectively referred to herein as
"Second Mortgage". The First Mortgage and Second Mortgage are herein
collectively called "Mortgage". If
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requested by the mortgagee or trustee under any Mortgage, or the lessor of any
ground or underlying lease ("ground lessor"), Tenant will either
(i) subordinate its interest in this Lease to the
Mortgage, and to any and all advances made thereunder and to the interest
thereon, and to all renewals, replacements, supplements, amendments,
modifications and extensions thereof, or to said ground or underlying lease or
to both, provided, however that such requesting party agree not to disturb
Tenant's quiet possession so long as
(a) Tenant is not in default hereunder and
(b) Tenant agrees to attorn in mode and manner
as set forth below, or
(ii) make Tenant's interest in this Lease superior
thereto; and Tenant promptly will execute and deliver such agreement or
agreements as reasonably may be required by such mortgagee or trustee under any
Mortgage. Not withstanding the foregoing, Tenant covenants it will not
subordinate this Lease to any mortgage or trust deed other than a First
Mortgage (as defined in this Section 21) without the prior written consent of
the holder of the First Mortgage.
B.
(i) If any Mortgage shall be foreclosed, or any party
shall take title to the Premises by deed in lieu of foreclosure (collectively
"foreclosure") or if any ground or underlying lease be terminated,
(a) the liability of the mortgagee or trustee
hereunder or purchaser or other taker of title at such foreclosure or any other
subsequent owner designated as Landlord under this Lease (collectively,
"subsequent owner") shall exist only so long as such trustee, mortgagee,
purchaser, taker of title or owner is the owner of the Building or Land and
such liability shall not continue or survive after further transfer of
ownership; and
(b) upon request of the subsequent owner, if the
Mortgage shall be subjected to foreclosure, Tenant will attorn, as Tenant under
this Lease, to the purchaser at any foreclosure sale under any Mortgage or upon
request of the ground lessor, if any ground or underlying lease shall be
terminated, Tenant will attorn as Tenant under this Lease to the ground lessor,
and Tenant will execute such instruments as may be necessary or appropriate to
evidence such attornment provided, however, that Tenant shall not attorn to any
subsequent owner other than a subsequent owner holding by reason of foreclosure
of a First Mortgage without the prior written consent of the holder of the
First Mortgage; and,
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(ii) this Lease may not be modified or amended so as to
reduce the rent or shorten the term provided hereunder, or so as to adversely
affect in any other respect the rights of the Landlord, nor shall this Lease be
canceled or surrendered, without the prior written consent, in each instance,
of the mortgagee or trustee under any Mortgage and of any ground lessor.
C. 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 materially and adversely change the rights and obligations of Tenant
hereunder in the reasonable judgment of Landlord, then this Lease may be so
modified and Tenant agrees to promptly execute whatever documents are required
therefor and deliver same to Landlord within ten (10) days following the
request therefor.
D. Tenant agrees to give any holder of any Mortgage (as defined
in this Section 21), by registered or certified mail, a copy of any notice of
default served upon Landlord by Tenant, provided that prior to such notice
Tenant has been notified in writing (by way of service on Tenant of a copy of
Assignment of Rents and Leases, or otherwise) of the address of such Mortgage
holder. Tenant further agrees that if Landlord shall have failed to cure such
default within twenty (20) days after such notice to Landlord (or if such
default cannot be cured or corrected within that time, then such additional
time as may be necessary if Landlord has commenced within such twenty (20) days
and is diligently pursuing the remedies or steps necessary to cure or correct
such default), then the holder of any Mortgage shall have an additional thirty
(30) days within which to cure or correct such default (or if such default
cannot be cured or corrected within that time, then such additional time as may
be necessary if such holder of any Mortgage has commenced within such thirty
(30) days and is diligently pursuing the remedies or steps necessary to cure or
correct such default). Until the time allowed, as aforesaid, for the holder of
any Mortgage to cure such default has expired without cure, Tenant shall have
no right to, and shall not, exercise any right it may have to terminate this
Lease on account of Landlord's default.
22. SPRINKLERS. If the "sprinkler system" or any of its appliances
installed in the Building or on the Property shall be damaged or injured or not
in proper working order by reason of any act or omission of Tenant, Tenant's
agents, servants, employees, licensees or visitors, Landlord shall restore the
same to good working condition at Tenant's sole expense; and if the Board of
Fire Underwriters or Fire Insurance Exchange or any bureau, department or
official of the state, county or village, requires or recommends that any
changes, modifications, alterations or additional sprinkler heads or other
equipment be made or supplied by reason of Tenant's business or the location of
trade fixtures,
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or other contents of the premises, at Tenant's expense, Landlord promptly shall
make and supply such changes, modifications, alterations, additional sprinkler
heads or other equipment.
23. NOTICES. In every instance where it shall be necessary or desirable
for Tenant to serve any notice or demand upon Landlord, such notice or demand
shall be sent by United States Registered or Certified Mail, postage prepaid,
addressed to landlord at the place where rental under this Lease is then being
paid. Any notice or demand to be given by Landlord to Tenant shall be
effective if mailed or delivered to the Premises, or to such other address as
may appear on the records of Landlord. Notice mailed as aforesaid shall be
conclusively deemed to have been served at the close of the second business
date following the date the notice was mailed.
24. SUCCESSORS AND ASSIGNS. Each provision hereof shall extend to and
shall, as the case may require, bind and inure to the benefit of Landlord and
Tenant and their respective heirs, legal representatives, successors and
assigns, provided that this Lease shall not inure to the benefit of any
assignee, heir, legal representative, transferee or successor of Tenant except
upon the prior written consent or election of Landlord, as provided in Section
17. The term "Landlord", as used in this Lease, means only the owner, or the
mortgagee in possession, for the time being, of the Property, so that if any
sale or sales of the Property shall occur, Landlord shall be and hereby is
entirely free and relieved of all covenants and obligations of Landlord
hereunder, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchaser at any such sale, that the purchaser has assumed and agreed to
carry out any and all covenants and obligations of Landlord hereunder.
25. INSURANCE.
A. Landlord and Tenant agree to have all property insurance
policies which may be carried by either of them endorsed with a clause
providing that any release from liability of or waiver of claim for recovery
from the other party entered into in writing by the insured thereunder prior to
any loss or damage shall not affect the validity of said policy or the right of
the insured to recover thereunder. Without limiting any release or waiver of
liability or recovery contained in any other paragraph of this Lease but rather
in confirmation and furtherance thereof, Landlord and Tenant each hereby waive
any and every claim for recovery from the other for any and all loss of or
damage to the Building or Premises or to the contents thereof, which loss or
damage is insured by valid and collectible fire and extended coverage insurance
policies, to the extent that such loss or damage is recoverable under said
insurance policies. Inasmuch as this mutual waiver will preclude the
assignment of any such claim by subrogation (or otherwise) to an insurance
company (or any other person), Landlord and Tenant each
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agree to give to each insurance company which has issued, or in the future may
issue, policies of fire and extended coverage insurance, written notice of the
terms of this mutual waiver, and to have said insurance policies properly
endorsed, if necessary to prevent the invalidation of said insurance coverage
by reason of said waiver.
B. At all times during the Term, at its sole cost and expense
Tenant shall maintain in full force and effect insurance protecting Tenant and
Landlord and Landlord's beneficiaries and their respective agents and any other
parties designated by Landlord from time to time, with terms, coverages and in
companies at all times satisfactory to Landlord and with such increases in
limits as from time to time, Landlord may reasonably request. Initially, such
limits shall be in the following amounts:
(i) Comprehensive General Liability Insurance, including
Contractual Liability insuring the indemnification provisions contained in this
Lease, with limits of not less than Three Million Dollars ($3,000,000.00)
combined single limit per occurrence for Bodily Injury, Death and Property
Damage.
(ii) Insurance against
(a) "All Risks" of physical loss to movable
fixtures, office equipment, furniture, trade fixtures, merchandise and all
other items of Tenant's property on the Premises, and
(b) loss of use of the Premises in an amount
equal to the full replacement cost thereof, without definition.
(iii) Comprehensive Automobile Insurance covering all
owned, non-owned and hired automobiles of Tenant including the loading and
unloading of any automobile with limits of liability not less than Five Hundred
Thousand Dollars ($500,000.00).
Prior to the commencement of the Term and prior to the expiration of any
policy, Tenant shall furnish Rental Agent certificates evidencing that all
required insurance is in force and providing that such insurance may not be
canceled or changed without at least thirty (30) days' prior written notice to
Landlord and Tenant (unless such cancellation is due to nonpayment of premiums,
in which event ten (10) days' prior written notice shall be provided). Such
certificate shall name as additional insureds (i) Landlord and the partners in
Landlord; (ii) the beneficiary or beneficiaries of Landlord, if Landlord is a
Land Trust, (iii) Landlord's agent, and (iv) such other persons as Landlord may
from time to time designate.
C. Tenant shall comply with all applicable laws and ordinances,
all orders and decrees of court, all requirements of other governmental
authorities, and requirements and recommendations of insurance rating agencies
with respect to
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Tenant's use of the Leased Premises, and shall not, directly or indirectly,
make any use of the Leased Premises which may thereby be prohibited or be
dangerous to person or property, which may jeopardize any insurance coverage,
increase the cost of insurance or require additional insurance coverage. If
Tenant fails to comply with the provisions of this subparagraph C, Landlord, in
addition to any other rights or remedies available to landlord, shall have the
option to terminate this Lease and may require Tenant to make immediate payment
of any increase in Landlord's insurance costs.
26. MISCELLANEOUS.
A. Wherever there is provided in this Lease a time limitation for
performance by Landlord of any construction, repair, maintenance or service,
the time provided for shall be extended for as long as and to the extent that
delay in compliance with such limitation is due to an act of God, strikes,
governmental control, adverse weather or other factors beyond the reasonable
control of Landlord.
B. If any provision of this Lease or application to any party or
circumstances shall be determined by any court of competent jurisdiction to be
invalid and unenforceable to any extent, the remainder of this Lease or the
application of such provision to such person or circumstances, other than those
as to which it is so determined invalid or unenforceable to any extent, shall
not be affected thereby, and each provision hereof shall be valid and shall be
enforced to the fullest extent permitted by law.
C. The headings of Sections and paragraphs are for convenience
only and do not define, limit or construe the contents of such Sections or
paragraphs. References made in this Lease to numbered sections and paragraphs
shall refer to the numbered Sections or paragraphs of this Lease, unless
otherwise indicated.
D. Each of the parties agrees, at the request of the other, to
execute such instruments or documents as any party may reasonably request,
acknowledging: the date of completion of the Premises; the date of acceptance
of possession of the same; the commencement and expiration dates of this Lease;
the Operating Expenses; Taxes and Consumer Price Index for any Lease Year; the
Estimated Rent Adjustment Payments for any Lease Year; the number of rentable
square feet demised to Tenant; Annual Base Rental amount; and the compliance or
noncompliance by any party with any of the terms or provisions of this Lease;
and to evidence any other or further matters as may be so reasonably requested.
E. Tenant represents that except for Xxxxx Xxxxxx & Xxxxxxxxxx
(the Broker), it has not dealt with any real estate broker in connection with
this Lease and, no broker other than the Broker initiated or participated in
the negotiation of this Lease,
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submitted or showed the Premises to Tenant or is entitled to any commission in
connection with this Lease. Tenant hereby indemnifies, defends, and holds
Landlord harmless from and against any and all claims of any real estate broker
for commissions in connection with this Lease other than the Broker.
F. No waiver of default of Tenant shall be implied, and no
express waiver shall affect any default other than the one default specified in
such waiver and that one only for the time and to the extent therein stated.
G. Clauses, plats and riders, if any, signed by Landlord and
Tenant and endorsed on or affixed to this Lease are a part hereof.
H. This Lease shall be governed and construed under the laws of
the State of Illinois.
I. Intentionally Omitted
J. This Lease is to be executed in copies, each of which executed
copy shall constitute an original. If a conflict between the provisions of any
original lease with the provisions of any other original lease shall arise,
then the provisions of Landlord's original lease will govern and control.
K. Submission of this instrument for examination or signature by
Tenant does not constitute a reservation of or option for lease, and it is not
effective as a lease or otherwise until execution and delivery by both Landlord
and Tenant.
L. Neither this Lease, nor any memorandum, affidavit or other
writing with respect thereto, shall be recorded by Tenant or by anyone acting
through, under or on behalf of Tenant, and the recording thereof in violation
of this provision shall make this Lease null and void at Landlord's election.
M. If Tenant is a corporation or partnership, each signatory of
tenant personally represents and warrants that he is a duly authorized
signatory for and on behalf of the Tenant, and agrees that if the
representation and warranty contained in this paragraph is false, each
signatory shall be personally liable under this Lease.
27. ESTOPPEL CERTIFICATES. From time to time upon request by Landlord,
Tenant will deliver to Landlord a statement in writing certifying;
(i) that this Lease is unmodified and in full force and
effect (or if there have been modifications that the Lease, as modified, is in
full force and effect);
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(ii) the dates to which Rent and other charges have been
paid;
(iii) that Landlord is not in default under any provision of
this Lease, or, if in default, the nature thereof in detail, and
(iv) such other matters relating to this Lease as are
requested by Landlord or the holder of any mortgage or trust deed on the
Premises, it being intended that any such statement may be relied upon by any
prospective purchaser or tenant of the Property and any mortgagees or
prospective mortgagees. Without limiting the above, upon request of Landlord,
Tenant shall promptly fill out, execute and deliver at the direction of
Landlord a statement in the form attached hereto as Exhibit D. Tenant shall
execute and deliver whatever instruments may be required for such purposes, and
if Tenant fails so to do within fifteen (15) days after demand in writing, such
failure shall be an Event of Default hereunder and Tenant hereby irrevocably
appoints Landlord as attorney-in-fact for Tenant with full power and authority
to execute and deliver in the name of Tenant any such instruments or
certificates.
Landlord hereby agrees to execute an Estoppel Certificate in
form satisfactory to LaSalle National Bank upon execution of this Lease.
28. EXCULPATORY CLAUSE. This Lease is executed by American National Bank
and Trust Company of Chicago, not personally but as Trustee as aforesaid, in
the exercise of the power and authority conferred upon and vested in it as such
Trustee, and under the express direction of the beneficiaries of a certain
Trust Agreement dated July 30, 1985, and known as Trust Number 65110 at said
Bank. Nothing in this Lease contained shall be construed as creating any
liability whatsoever against said Trustee personally or said beneficiaries, and
in particular, without limiting the generality of the foregoing, there shall be
no personal liability to perform any covenant, either express or implied,
herein contained, to keep, preserve or sequester any property of said Trust,
and that all personal liability of said Trustee (and said beneficiaries, to the
extent permitted by law), of every sort, if any, is hereby expressly waived by
Tenant, and by every person now or hereafter claiming any right or security
hereunder; and that so far as the parties hereto are concerned the owner of any
indebtedness or liability accruing hereunder shall look solely to the Trust
Estate from time to time subject to the provisions of said Trust Agreement for
the payment thereof. The Trustee has no agents or employees and merely holds
naked title to the property herein described and has no control over the
management thereof or the income therefrom and has no knowledge respecting
rentals, leases or other factual matters with respect to the Premises, except
as represented to it by the beneficiary or beneficiaries of the Trust.
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29. LIMITATION ON LANDLORD'S LIABILITY. It is expressly understood and
agreed by Tenant that none of Landlord's covenants, undertakings or agreements
are made or intended as personal covenants, undertakings or agreements by
Landlord or the partners in Landlord, and any liability of Landlord or the
partners in Landlord for damages or breach or nonperformance by Landlord or
otherwise arising under or in connection with this Lease or the relationship of
Landlord and Tenant hereunder, shall be collectible only out of Landlord's
interest in the Land and Building (or if Landlord is the beneficiary of a land
trust, Landlord's right, title and interest in such land trust), in each case
as the same may then be encumbered, and no personal liability is assumed by,
nor at any time may be asserted against, Landlord or the partners in Landlord
or any of its or their officers, agents, employees, legal representatives,
successors or assigns, all such liability, if any, being expressly waived and
released by Tenant. Tenant further expressly understands and agrees that
Landlord's Agent executes this Lease, not in its own right but solely as
Landlord's Agent and that nothing in this Lease shall be construed as creating
any liability whatsoever against such Landlord's agent, its shareholders,
directors, officers or employees and in particular, without limiting the
generality of the foregoing, there shall be no liability to pay any
indebtedness or sum accruing hereunder or to perform any covenant or agreement
whether express or implied herein contained, it being agreed that Landlord
shall have sole responsibility therefor.
30. LETTER OF CREDIT. As additional security for faithful and prompt
performance of its obligations hereunder, concurrently with the execution of
this Lease, Tenant shall deliver to Landlord an unconditional and irrevocable
Letter of Credit ("Letter of Credit") in the principal amount of One Hundred
Fifty-Eight Thousand and no/100 Dollars ($158,000.00) ("Original Principal
Amount") to cover the cost of the constructing the Premises and secure Tenant's
obligations hereunder. Landlord may draw upon the Letter of Credit by reason
of:
(i) any Rent or other sums of money which Tenant may not
have paid when due,
(ii) any sum expended by Landlord on Tenant's behalf in
accordance with the terms of this Lease and/or
(iii) Any sum which Landlord may expend or be required to
expend by reason of Tenant's default.
Drawing on the Letter of Credit, or any portion thereof, by Landlord shall not
prevent Landlord from exercising any other right or remedy provided by this
Lease or by law (it being understood that Landlord shall not be required to
first proceed against the Letter of Credit) and shall not operate as a
limitation on any other recovery which Landlord may otherwise be entitled. The
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Letter of Credit shall be renewed annually during the Term at a declining
principal amount equal to the Original Principal Amount less Thirty Thousand
and no/100 Dollars ($30,000) per annum, commencing on the second year during
the Term.
IN WITNESS WHEREOF, this instrument has been duly executed by the
parties hereto, as of the date first above written.
LANDLORD TENANT
MATAS CORPORATION, AS AGENT FOR FIRST PREMIUM SERVICES, INC.
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not
individuall, but solely and
only as Trustee aforesaid.
BY:___________________________ BY:___________________________
Its: Vice President Its: President
ATTEST________________________ ATTEST________________________
Its: Vice President Its: Secretary
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EXHIBIT A
[BLUEPRINT DIAGRAM INTENTIONALLY OMITTED FROM XXXXX VERSION]
Third Floor South
4,558 Rentable Square Feet
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EXHIBIT A-I
Base Rent Schedule
------------------
Monthly Annual
------- ------
First Month Free
Next 11 months $5,887.42 $70,649.00
Next 12 months $6,064.04 $72,768.47
Next 12 months $6,245.96 $74,951.52
Next 12 months $6,433.34 $77,200.07
Next 12 months $6,626.34 $79,516.07
Next 4 months $6,825.13 ------
42
EXHIBIT B
LEGAL DESCRIPTION
LOT 2 IN CORPORATE 500 SUBDIVISION, A SUBDIVISION OF PART OF THE SOUTHWEST 1/4
OF SECTION 33, TOWNSHIP 43 NORTH, RANGE 122, EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 4, 1988, AS DOCUMENT
2654362, IN LAKE COUNTY, ILLINOIS.
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EXHIBIT C
(Construction Rider)
Construction of the Premises: Landlord and Tenant agree that their
respective rights and obligations in reference to the construction of the
Premises shall be as follows:
1. A. Tenant hereby agrees to cause to be prepared and
submitted to Landlord, at Tenant's expense, a detailed space plan ("Space
Plan") showing the location and details of all improvements to be constructed
on the Premises. Based on said Space Plan, Landlord's architect shall prepare
Architectural and Mechanical Drawings at Landlord's sole cost and expense.
B. Landlord hereby agrees to cause to be prepared at
it's expense and submitted to Tenant after Tenant's submission under clause
A(i) above, for Tenant's approval (which approval shall not be unreasonably
withheld), mechanical (sprinkler, air conditioning, heating, electric and
plumbing) drawings (the "Mechanical Drawings"), provided that Tenant and
Tenant's architect shall be responsible for coordinating the Mechanical
Drawings with the Architectural Drawings to the extent the same relate to work
which is in addition to or exceeds Building Standard Work. Tenant shall notify
Landlord of its approval or disapproval (specifying the reasons therefor) of
such submission of same. It is expressly understood and agreed that any delay
caused by Tenant's or its architect's failure to coordinate the Mechanical
Drawings with the Architectural Drawings as required above, or by Tenant's
failure to timely notify Landlord of its approval or disapproval of any
Mechanical Drawings submitted by Landlord and any delay caused by changes to
said drawings necessitated by changes to Tenant's plans, specifications and
drawings shall be "Tenant Delays" hereunder. The approved Architectural
Drawings and Approved Mechanical Drawings are herein together referred to as
the ("Drawings").
2. Performance of Work.
A. Landlord, at Landlord's sole cost and expense, shall
do or cause to be done the work on a turnkey basis to the extent provided in
the Space Plan C7 and Plan Notes prepared by Xxxx Associates, Inc. and attached
hereto as Attachment B. All other work provided for in the Drawings and in any
changes thereto made in accordance with Paragraph B below, and any other work
which Landlord agrees to perform at Tenant's request and upon submission by
Tenant of all necessary amendments or additions to the Drawings (all of such
foregoing nonstandard work, including, without limitation, the work provided
for in Paragraph 7 below, being herein called "Tenant's Extra Work") shall be
done as a Tenant's extra, at Tenant's sole cost and expense as provided in
Paragraph 3 below. Without limitation of the foregoing, Tenant and Tenant's
architect shall cooperate with Landlord and Landlord's contractor
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to enable Landlord's contractor to obtain all required building and other
permits with respect to the Premises prior to commencement of construction or
as soon as possible thereafter and shall, in any event, meet with Landlord's
contractor and the Building Department of the Village of Deerfield or other
governmental authorities having jurisdiction thereover from time to time upon
one (1) day's notice from Landlord or Landlord's contractor and shall
immediately make such changes to the Drawings as are required by the Building
Department in connection with the issuance of the building and other permits.
B. If Tenant shall require any Tenant's Extra Work in
addition to that incorporated in the Drawings, Tenant shall deliver to Landlord
for its approval, which approval shall not be unreasonably withheld, the
necessary additional drawings and specifications (the "Additional Drawings")
for the Additional Work. If Landlord does not approve of the Additional
Drawings as delivered by Tenant, Landlord, shall within seven (7) business days
of submission thereof, advise Tenant of the changes required in the Additional
Drawings so that they will meet with Landlord's approval. Tenant shall cause
the Additional Drawings to be revised and delivered to Landlord for its final
review and approval within seven (7) business days after Tenant's receipt of
such advise or Tenant shall be deemed to have abandoned its request for such
Tenant's Extra Work. Landlord shall furnish Tenant with written estimates of
the cost of the Tenant's Extra Work. Landlord shall in no event be obligated
to perform any particular portion of Tenant's Extra Work (whether provided for
in the Drawings or in any Additional Drawings) unless and until (i) Tenant has
approved the written estimates of the cost of such Tenant's Extra Work
submitted by Landlord to Tenant and (ii) paid to Landlord an amount equal to
twenty-five percent (25%) of such cost as set forth in said estimate. If
Tenant shall fail to approve any such estimates and make such payment to
Landlord within seven (7) business days from the receipt of such estimate by
Tenant, the same shall be deemed disapproved by Tenant, Landlord shall not be
required to proceed thereon and Tenant shall be deemed to have abandoned its
request therefor. Subject to the provisions of the next succeeding sentence,
the cost for Tenant's Extra Work performed by Landlord shall be paid by first
applying the deposit made by Tenant in accordance with the foregoing provisions
and the balance of said costs shall be paid from time to time based upon the
percent of completion of Tenant's Extra Work within ten (10) days of Landlord's
request for payment. All retainage (which shall not exceed five percent (5%),
less an amount necessary for the payment of the costs required to be incurred
to complete any punch list items shall be paid with the monthly payment request
submitted by Landlord after substantial completion of the work in the Premises
to be performed by Landlord. Final payment shall be made within fifteen (15)
days after completion of all punch list items. In any event, Landlord shall be
paid an amount equal to fifteen percent (15%) of the cost of all work to be
performed whether such work was
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performed by Landlord or others, for Landlord's overhead (which overhead is in
addition to the general contractor's overhead and profit).
3. Except as expressly set forth in the Lease (including, without
limitation, in this Construction Rider), Landlord has no other agreement with
Tenant and has no other obligation to do any other work or pay any amounts with
respect to the Premises. Any other work in the Premises which may be permitted
by Landlord pursuant to the terms and conditions of the Lease shall be done at
Tenant's sole cost and expense and in accordance with said terms and conditions
of the Lease.
4. The number of days of delay in substantially completing the
Premises arising, directly or indirectly, out of or on account of any of the
following events shall constitute "Tenant Delays" hereunder and under the
Lease:
(a) Tenant's failure to approve any plans, drawings
and/or specifications in accordance with Paragraph 1B hereof; or
(b) Tenant's failure to approve cost estimates within the
time specified in Paragraph 2 hereof; or
(c) Tenant's request for materials, finishes or
installations other than Building Standard; or
(d) Tenant's changes in the work or the approved drawings
and or specifications therefor (notwithstanding Landlord's approval of such
changes); or
(e) The performance of any work by Tenant or any person,
firm or corporation employed by Tenant; or
(f) Any other default by Tenant or failure by Tenant or
its agents or contractors to perform their respective obligations as and when
required under this Work Letter.
5. Landlord shall permit Tenant and Tenant's agents and
contractors which have been approved by Landlord to enter said Premises prior
to the Commencement Date in order that Tenant may do such other work as may be
required by Tenant to make said Premises ready for Tenant's use and occupancy
thereof and, in connection therewith, Landlord shall allow Tenant to have use
of the hoist, if any, serving the Building; provided that Tenant's agents and
contractors shall reimburse Landlord or Landlord's contractor for the cost of
the use of said hoist after normal operating hours and for the cost of the use
of said hoist by Landlord's contractors in the Building (whether performing
work for Tenant or others) after normal operating hours to the extent the use
by said other contractors of the hoist after normal operating hours resulted
from the use of the hoist by Tenant's contractors during normal
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operating hours. Said cost shall be determined at Landlord's reasonable
discretion. Scheduling of the use of said hoist shall be at the reasonable
discretion of Landlord or its contractor. If Landlord permits such entry prior
to commencement of the Term, then such permission is conditioned upon Tenant
and Tenant's agents, contractors, workmen, mechanics, suppliers and invitees,
working in harmony and not interfering with Landlord and Landlord's agents and
contractors in doing Landlord's work in said Premises or for other tenants and
occupants of the Building. Without limitation of the foregoing, Tenant agrees
that all services and work performed on the Premises, including telephone
installation, carpeting, materials and personal property delivered to the
Premises on behalf of or for the account of Tenant shall be performed or
delivered, as the case may be, only by persons covered by a collective
bargaining agreement with the appropriate trade union. In the event Tenant
wishes to assign its contract with one of its separate contractors to
Landlord's general contractor, such assignment shall be subject to Landlord's
approval and the payment by Tenant of all applicable fees for the Landlord's
general contractor and Landlord's coordination. If at any time such entry
shall cause or threaten to cause such disharmony or interference, Landlord
shall have the right to withdraw such permission upon twenty-four (24) hours
written notice. Tenant agrees that any such entry into and occupation of the
Premises shall be deemed to be under all of the terms, covenants, conditions
and provisions of the Lease except as to the covenant to pay Rent, and further
agrees that in connection therewith Landlord shall not be liable in any way for
any injury, loss or damage which may occur to any of Tenant's work and
installations made in said Premises or to properties placed therein prior to
the commencement of the Term of the Lease, the same being at Tenant's sole
risk. In addition, Tenant shall require all entities performing work on behalf
of Tenant to provide protection for existing improvements to an extent that is
satisfactory to Landlord and shall allow Landlord access to the Premises, for
inspection purposes, at all times during the period when only the Tenant is
undertaking construction activities on Tenant's own behalf. In addition to the
foregoing, Tenant shall not permit Tenant's contractors to commence any work
until all required insurance has been obtained by Tenant's contractors and
certificates evidencing such coverage have been delivered to Landlord.
Tenant's contractors shall secure, pay for and maintain during the continuance
of their respective work within the Premises, insurance, which shall be
endorsed in all policies to include Landlord (and Landlord's beneficiaries) and
its contractor and their respective employees and agents as additional insured
parties and which shall provide thirty (30) days' prior written notice of any
alteration or termination of coverage, in the amounts and insuring such risks
as Landlord may reasonably require.
6. Tenant, at the time it submits to Landlord its Architectural
Drawings, shall designate its representative with respect to the matters set
forth in this agreement and such person
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shall have full authority and responsibility to act on behalf of Tenant as
required herein. Changes to the Drawings may be made only by written direction
from Tenant to Landlord on a form approved by Landlord, which direction must be
signed by Tenant's representative. Tenant's architect shall not be deemed the
authorized representative of Tenant unless Tenant specifically advised Landlord
in writing of such appointment. Tenant shall inform Landlord in writing of any
change in its representative.
7. Landlord shall give Tenant or shall cause its architect to
give Tenant seven (7) days' prior written notice of the date on which the work
to be performed by Landlord hereunder shall be substantially completed. Tenant
shall then have the obligation to conduct an inspection of the Premises with
Landlord and its representatives within seven (7) days of such notice and to
give Landlord, within said seven (7) day period, a punchlist of all items to be
completed and/or corrected ("Punch List Items"). Any items not on such
punchlist shall be deemed accepted by Tenant, except for latent defects which
exception, as to latent defects, shall be effective for one (1) year following
the Commencement Date (unless such defect was caused by Tenant or its agents,
contractors or suppliers).
8. The failure by Tenant to pay any monies due Landlord pursuant
to this Construction Rider within the time period herein stated shall be deemed
a default under the terms of the Lease. All late payments shall bear interest
pursuant to the Default Rate.
LANDLORD'S INITIALS TENANT'S INITIALS
______________________________ ______________________________
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Attachment A to Exhibit C
BUILDING STANDARDS
a. Partitions.
(1) Interior dry wall partitions with 2-1/2"
metal studs, 24 inches on center and 5/8" gypsum board on both sides on the
basis of one lineal foot of partition for every 18 square feet of rentable
area, outside of the building core. Partitions shall be to the underside of
ceiling height. There shall be no jogs, curves or angles in any partition.
Partitions terminating at the building walls shall meet either a mullion, a
column or a partition enclosure.
b. Doors and Bucks. One entry door per Tenant per
floor. Entry doors and interior doors will be 3'0" x 8'10" x 0-0/0" xxxxx
xxxx, xxxx xxxxxx, plain sliced mahogany, including metal frames. Interior
door(s) supplied on a basis of one door for every 400 square feet of rentable
area.
c. Hardware. Latch sets, butts and door stops for all
interior doors. Lock sets, closer, butts and door stops for entrance doors.
Lever hardware to be polished chrome.
d. Ceilings. Modular 24" x 24" Xxxxxxxxx Tegular
Fissured Minatone tile with revealed accent suspension system.
e. Flooring. Floors will be finished to accept carpet
with 2-1/2" vinyl base as required for Building Standard partitions.
f. Electrical.
(1) 208/120 volt, 3 phase, 4 wire for lighting,
receptacles and miscellaneous power. 480/277 volt, 3 phase, 4 wire for
heating, ventilating and air-conditioning power.
(2) Recessed, fluorescent lighting fixtures, size
24" x 48", with high intensity parabolic lens; not more than one such fixture
per 90 square feet of rentable area.
(3) Single pole toggle switches one per
450 square feet of rentable area.
(4) Landlord shall initially install lamps.
(5) One 110V duplex wall receptacle outlet for
every 240 square feet of rentable area and one wall telephone outlet for every
250 square feet of rentable area to be located on partitions.
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(6) Exit signs and emergency lighting as required
per Code.
(7) Circuits required by Code to connect items
above to the panel board, as determined by Landlord's engineers.
g. Heating, Ventilation and Air Conditioning. Variable
Air Volume System with perimeter heating supplied by electric radiant panels
above the window line. (Heating and cooling specifications subject to
adjustment pursuant to relevant laws and government regulations.)
Design conditions:
Summer: Outside dry bulb 91 degrees F, wet bulb 75 degrees F; inside
76 degrees F; 50% relative humidity.
Winter: Outside -10 degrees F, inside 70 degrees F.
h. Painting and Wall Coverings.
(1) Walls shall receive one prime coat and one
finish coat of latex flat paint. Colors to be selected by Tenant from building
standard color chart, not to exceed one color per room.
(2) Vinyl or paper wall coverings to be furnished
and installed at Tenant's expense.
i. Blinds. Building standard horizontal thinline blinds
will be provided at all exterior windows.
j. Sprinkler Heads. One concealed head, flush mounted
with finished cap, per 225 square feet of rentable area.
k. Landlord's Work does not include hardware, 2-1/2"
vinyl base or painting for any door or partition supplied as Extra Work.
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[BLUEPRINT DIAGRAM INTENTIONALLY OMITTED FROM XXXXX VERSION]
PLAN C7
--------
#88045.v
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ATTACHMENT B TO EXHIBIT C
PLAN NOTES:
DOORS: 1. Building std full height
2. Entrance doors to be full ht. glass
GLASS: 1. Glass partitions are clear in hollow metal frame
2. Glass in conference room to receive levelor mini-blinds
3. Perimeter glass to receive building standard blinds
CEILING: 1. Bldg. std 2x2 grid and tile
LIGHTING: 1. Bldg. std 2x4 light fixtures w/"paracube" lens throughout
office space
2. Conference room to receive:
(a) (2) Two downlights @ glass wall
(b) (6) Six wall washers
3. Undercabinet task lighting at:
(a) Both reception stations
(b) (2) Two kitchen counter locations
4. Downlighting in soffit above file area adjacent to work
stations
1, 2, 3 and 4-(6) six total
FLOORING: 1. Porcelain tile - 8" x 8" at entrance corridor
2. 4" x 4" ceramic tile in kitchen
3. All rooms carpeted (unless noted otherwise)
4. Carpet border in: reception, conference room, pres. and
dir. offices
WALLS: 1. All walls to receive vinyl wall covering
2. Closet interior to be paint
MISC.: 1. Provide for paging intercom system w/music sound system
ROOM NOTES:
RECEPTION: 1. Reception counters to be plastic laminate
2. Front reception counter to have top shelf @ 42" H.,
counter at 30" H.
3. Planter to be 12" H. pl. xxx. box w/galv. sheet
metal liner
CONFERENCE
ROOM: 1. Corner cabinet to have doors w/one (1) shelf
2. Conf. table to be priced as an alternate in
construction documents
52
KITCHEN: 1. Pl. xxx. upper and lower cabinets
2. Include following:
(a) Upright refrigerator
(b) Dishwasher
(c) Stainless steel double sink and faucet
(d) Food disposer
(e) Ice maker
(f) Cold water line to coffee maker
(g) Coffee maker
STORAGE RM: 1. (5) Five adjustable 12" shelves where noted
2. Mail and fax area to receive pl. xxx. upper
and lower cabinets as noted
3. Provide blocking in wall at "mail" area for mail
bins provided by tenant
COMP. RM: 1. Pl. xxx. countertop (30") w/(2) adj. shelves above
MISC: 1. Low-ht. partition cap @ sec. station to be plastic
laminate
2. Low-ht. partition to be drywall
3. Continuous countertop (adjacent to work stations
1, 2, 3, 4) to be plas. xxx.
4. Work stations provided by tenant. Provide power as
req'd.
5. Furniture provided by tenant
53
EXHIBIT D
LEASE ESTOPPEL CERTIFICATE
Lease Date:
Landlord: American National Bank and Trust Company of Chicago, not
personally, but as Trustee under Trust No. 65110.
Tenant:
Premises: Corporate 500 Centre, Building No._, ______Floor
Area: _______________Sq. Ft.
The undersigned Landlord and Tenant of the above-referenced lease (the "Lease")
hereby ratify the Lease and certify to Connecticut General Life Insurance
Company (the "Lender") as mortgagee of the Real Property of which the premises
demised under the Lease (the "Premises") is a part, as follows:
1. That the term of the Lease commenced on _______________, 19__
and the Tenant is in full and complete possession of the
Premises and has commenced full occupancy and use of the
Premises, such possession having been delivered by the
original landlord and having been accepted by the Tenant or if
the term has not commenced that it will commence on
_______________, 19__ and Tenant will take occupancy on
_______________, 19__.
2. That the Lease calls for monthly rent installments of
$_______________ to date. Abatement of Base Rent under the
Lease runs through _______________, 19__ and thereafter the
Tenant is paying monthly installments of Base Rent of
$______________ which commence on the ____day of
_______________, 19__.
3. That no advance rental or other payment has been made in
connection with the Lease, except rental for the current month
and the rent has been paid to and including _______________,
19__.
4. That a security deposit in the amount of $_______________ is
being held by Landlord, which amount is not subject to any
set-off or reduction or to any increase for interest or other
credit due to Tenant.
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5. That all obligations and conditions under said Lease to be
performed to date by Landlord or Tenant have been satisfied,
free of defenses and set-offs including all construction work
in the Premises.
6. That the Lease is a valid lease and in full force and effect
and represents the entire agreement between the parties; that
there is no existing default on the part of the Landlord or
the Tenant in any of the terms and conditions thereof and no
event has occurred which, with the passing of time or giving
of notice or both, would constitute an event of default; and
that said Lease has: (initial one)
( ) not been amended, modified, supplemented, extended, renewed
or assigned.
( ) been amended, modified, supplemented, extended, renewed or
assigned as follows by the following described agreements:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
7. That the Lease provides for a primary term of ______ months;
the term of the Lease expires on the ____ day of
_______________, 19__; and that: (initial one)
( ) neither the Lease nor any of the documents listed in
Paragraph 6, (if any), contain an option for any additional
term or terms.
( ) the Lease and/or the documents listed under Paragraph 6,
above, contain an option for _____ additional term(s) of _____
year(s) and month(s) (each) at a rent to be determined as
follows:_______________________________________________________
_______________________________________________________________
_______________________________________________________________
8. That there are no actions, voluntary or involuntary, pending
against the Tenant under the bankruptcy laws of the United
States or any state thereof.
9. That this certification is made knowing that Lender and
_________________________ are relying upon the representations
herein made.
LANDLORD'S INITIALS TENANT'S INITIALS
______________________________ ______________________________
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EXHIBIT E
(Garage Rider)
Landlord hereby leases to Tenant and Tenant hereby accepts the lease
of two (2) spaces in the subterranean garage in the Building for the entire
term of the Lease. The rental with respect to each of the aforesaid spaces
shall equal the fair market rental per space as reasonably established by
Landlord on an annual basis (which need not be for the same period as the Lease
Years hereunder) . The initial rate for such spaces shall be $80 per month with
a rate not to exceed $100 during the term of the Lease. Tenant shall pay rent
for such spaces to Landlord's Rental Agent on the first day of each month
during the term, without any set-off or deduction whatsoever, except that rent
for such spaces during the first six (6) months of the Term shall be abated.
Failure to pay such sums shall give Landlord the same remedies it would have in
the case of failure to pay the Rent specified in Section 4. Tenant shall use
such parking spaces only for parking purposes and shall not use any other
parking spaces in the garage.
Landlord shall perform all maintenance of said garage and any costs so
incurred by Landlord shall be part of Operating Expenses.
This lease of the garage space(s) identified above shall extend for
the same period of time as the term of this Lease, and upon termination of this
Lease or Tenant's right to possession of the Premises, this Lease of said
garage space(s) shall also terminate. Upon any such termination, Tenant
immediately shall surrender any passkeys to the garage and remove all vehicles
from said parking spaces, failing which Landlord may remove same at Tenant's
expense.
LANDLORD'S INITIALS TENANT'S INITIALS
______________________________ ______________________________
56
EXHIBIT F
(Storage Rider)
Landlord hereby leases to Tenant and Tenant hereby accepts the lease
of _______________storage space in the basement of the Building. Tenant shall
pay to Landlord's Rental Agent on the first day of each month during the Term
the sum of $_______________ as additional Rent for such space(s). Failure to
pay such sums shall give Landlord the same remedies it would have in the case
of failure to pay the Rent specified in Section 4. Tenant shall use the storage
spaces only for storing office supplies and shall comply with all rules and
regulations adopted from time to time by Landlord with respect to such storage
spaces. Tenant shall securely lock the storage spaces at all times (and give
Landlord duplicates of all keys) and Landlord shall have no responsibility for
any theft of Tenant's property so stored.
Landlord shall perform all maintenance of said storage spaces and any
costs so incurred by Landlord shall be paid by Tenant.
This lease of the storage spaces identified above shall extend for the
same period of time as the term of this Lease, and upon termination of this
Lease, or Tenant's right to possession of the Premises, this lease of said
storage spaces shall also terminate. Upon any such termination, Tenant
immediately shall surrender the keys to said spaces and remove all its property
from said spaces, failing which Landlord may remove same and dispose of same as
it deems fit.
LANDLORD'S INITIALS TENANT'S INITIALS
______________________________ ______________________________
1
57
EXHIBIT G
RULES AND REGULATIONS
RULES AND REGULATIONS. Tenant agrees to observe the rights reserved
to Landlord in the Lease and agrees, for itself, its employees, agents,
clients, customers, invitees and guests, to comply with the following rules and
regulations and with such reasonable modifications thereof and additions
thereto as Landlord may make, from time to time, for the Building.
1. Before leaving the Premises unattended, Tenant shall close and
securely lock all doors and shut off all utilities in the Premises. Any damage
resulting from failure to do so shall be paid by Tenant.
2. Tenant shall not paint, display, inscribe or affix any sign,
trademark, picture, advertising, notice, lettering or direction on any part of
the outside or inside of the Building, or on the Premises, except on the public
hallways of the Premises, and then only such name or names or matter and of
such color, size, style, character and material as shall be first approved by
Landlord in writing. Landlord reserves the right to remove any other matter,
without notice to Tenant and at the sole cost and expense of Tenant.
3. Tenant shall not advertise the business, profession or
activities of Tenant in any manner which violates the letter or spirit of any
code of ethics adopted by any recognized association or organization pertaining
thereto or use the name of the Building for any purpose other than that of the
business address of Tenant, or use any picture or likeness of the Building or
"Corporate 500 Centre" or any other name by which the Building from time to
time may be known, on any letterhead, envelope, circular, notice,
advertisement, container or wrapping material, without the prior written
consent of Landlord.
4. Tenant shall not use or permit to be brought into or kept in
the Premises or on the Property any inflammable oils or fluids, or any
explosive or other articles deemed hazardous to person or property.
5. Tenant shall not: install or operate any refrigerating,
heating or air conditioning apparatus without the prior written consent of
Landlord; use the Premises for housing, lodging or sleeping purposes or for any
immoral or illegal purposes; or permit preparation or warming of food in the
Premises (warming of coffee and individual meals of employees excepted) without
the prior written consent of Landlord. In its sole discretion, Landlord may
refuse such permission or impose any conditions in granting it, and revoke it
at will. Tenant shall not occupy or use the Premises or permit the Premises to
be occupied or used for any purpose, act or
1
58
thing which is in violation of any public law, ordinance or governmental
regulation or which may be dangerous to persons or property, or which may
invalidate any policy of insurance carried on the Building or insuring its
operation or violate the terms thereof; if any additional amounts of insurance
premiums are caused by Tenant's occupancy or use of the Premises, Tenant shall
pay to Landlord said additional amounts. At its sole expense, Tenant shall
comply with all rules, regulations and requirements of and shall not do or
permit anything to be done upon the Premises, or bring or keep anything thereon
which is in violation of rules, regulations or requirements of the Deerfield
Fire Department, Illinois inspection and Rating Bureau, Fire Insurance Rating
Organization, or any other similar authority having jurisdiction over the
Building. Tenant shall not do or permit the manufacture, sale or purchase, of
any spirituous, fermented, intoxicating or alcoholic liquors.
6. Tenant shall not place any radio or television antenna aerial
wires or other equipment on the roof or on or in any part of the inside or
outside of the Building other then the inside of the Premises; operate or
permit to be operated any musical or sound producing instrument or device
inside or outside the Premises which may be heard outside the Premises; or
operate any electrical device from which may emanate electrical waves which may
interfere with or impair radio or television broadcasting or reception from or
in the Building or elsewhere.
7. Tenant shall not bring or permit to be in the Building any
bicycle or other vehicle, or dog (except in the company of a blind person) or
other animal; make or permit any noise, vibration or odor to emanate from the
Premises; do anything therein tending to create, or maintain, a nuisance;
disturb, solicit or canvass any occupant of the Building, or do any act tending
to injure the reputation of the Building.
8. Tenant shall not: place anything or allow anything to be
placed near the glass of any door, partition, or window which may be unsightly
and may be seen from outside the Premises; take or permit to be taken in or out
of other entrances of the Building, or take or permit on other elevators, any
items normally taken in or out through the trucking concourse or service doors
or in or on freight elevators; or, whether temporarily, accidentally, or
otherwise, allow anything to remain in, place or store anything in, or obstruct
in any way, any passageway, exit, stairway, elevator shipping platform, or
truck concourse. Tenant fully shall cooperate to keep such areas free from all
obstruction and in a clean and sightly condition and move all supplies,
furniture and equipment as soon as received directly to the Premises and move
all such items and waste, other than waste customarily removed by employees of
the Building, being taken from the Premises, directly to the shipping platform
at or about the time arranged for removal therefrom.
2
59
9. Tenant shall not attach or permit to be attached additional
locks or similar devices to any doors, transom or window; change existing locks
or the mechanism thereof; or make or permit to be made any keys for any door
other than those provided by Landlord. (If more than two keys for one lock are
desired, Landlord will provide them upon payment therefor by Tenant.)
10. Tenant shall not overload any floors.
11. Tenant shall not do any painting or decorating in the
Premises; or xxxx, paint, cut or drill into, drive nails or screws into, or in
any way deface any part of the Premises or the Building, outside or inside,
without the prior written consent of Landlord. (If Tenant desires signal,
communication, alarm or other utility or service connections installed or
changed, the same shall be made by and at the expense of Tenant, with the
approval and under direction of Landlord.)
12. Tenant shall not make any room-to-room canvass to solicit
business from other tenants in the Building, and shall not exhibit, sell or
offer to sell, use, rent or exchange any item or services in or from the
Premises unless ordinarily embraced within the Tenant's use of the Premises as
specified in its lease.
13. Tenant shall not waste electricity or water and agrees to
cooperate fully with Landlord to assure the most effective operation of the
Building's heating and air conditioning and shall refrain from attempting to
adjust any controls. Tenant shall keep public corridor doors closed.
14. Tenant assumes full responsibility for protecting its space
from theft, robbery, and pilferage, which includes keeping doors locked and
other means of entry to the Premises closed and secured.
15. No person or contractor not employed by Landlord shall be used
to perform window washing, cleaning, decorating, repair or other work in the
Premises.
16. Bicycles shall not be permitted in the Building in other than
Landlord designated locations.
17. Tenant shall cooperate and participate in all security
programs affecting the Building.
18. In the event Landlord allows one or more tenants in the
Building to do any act prohibited herein, Landlord shall not be precluded from
denying any other tenant the right to do any such act.
3
60
EXHIBIT H
JANITOR SERVICES
GENERAL, PRIVATE OFFICES, LOBBY, LOUNGE
DAILY:
1. Empty and damp clean ash trays. Wash as required.
2. Dust all furniture including desks, chairs, tables.
3. Dust all exposed filing cabinets, bookcases and shelves.
4. Dust all telephones.
5. Clean and sanitize drinking fountains.
6. Spot clean desk tops. (Client paper on desks, drafting tables, filing
cabinets, etc. are not to be disturbed.)
7. Spot clean to remove dirt, fingermarks, etc....from doors, switch
plates, light switches, wall areas adjacent to doors, handles,
railings, etc....
8. Clean and service sand urns.
9. Completely clean glass doors and any entryway glass.
10. Clean and polish stainless steel and bright metal.
WEEKLY:
1. Clean and sanitize telephones.
2. Low dust all horizontal surfaces to hand height including xxxxx,
ledges, moldings, shelves, picture frames, ducts, radiators.
5. Wipe clean and rub down interior building metal.
QUARTERLY:
1. High dust above hand height all horizontal surfaces, including
shelves, moldings, ledges, pipes, ducts, heating outlets, etc.
2. Dust pictures, frames, charts and wall hangings.
3. Dust exterior lighting fixtures.
4. Dust venetian blinds and window frames.
5. Vacuum draperies.
TRASH PICK-UP
DAILY:
1. Empty and clean wastepaper receptacles.
2. Remove all waste and transport to designated area.
61
FURNITURE
ONCE EVERY SIX WEEKS:
1. Vacuum (Fabric)
2. Damp Clean (Plastic)
3. Damp Clean (Leather)
WASHROOMS
DAILY:
1. Clean, sanitize and polish all vitreous fixtures including toilet
bowls, urinals, hand basins, showers.
2. Clean and sanitize all flush rings, drain and overflow outlets.
3. Clean and polish all chrome fittings.
4. Clean and sanitize toilet seats.
5. Clean and polish all glass and mirrors.
6. Empty all containers and disposals, insert liners as required.
7. Wash and sanitize exterior of all containers.
8. Empty and sanitize interior of sanitary container.
9. Dust metal partitions.
10. Remove spots, stains, splashes from wall adjacent to hand basins.
11. Refill all dispensers to maximum limits--soap, tissue,
tissue, towels and sanitary napkin dispensers.
MONTHLY:
1. Wash and sanitize metal partitions.
2. High dust above hand height all horizontal surfaces including shelves,
ledges, moldings, pipes, ducts, heating outlets.
3. Machine scrub flooring.
AS REQUIRED:
1. Remove hard water deposits.
62
FLOORS-RESILIENT AND HARD
DAILY:
1. Dry dust or sweep.
2. Sanitize washrooms
3. Damp mop surfaced flooring.
WEEKLY:
1. Clean marble flooring, buff as necessary.
MONTHLY:
1. Wash and spray buff tile floors.
QUARTERLY:
1. Strip, clean, refinish and machine polish.
2. Clean and polish baseboards.
CARPET
DAILY:
1. Vacuum open areas.
WEEKLY:
1. Detail vacuum (edges, corners, etc.....)
AS REQUIRED:
1. Inspect for spots and stains. Remove if possible.
63
LUNCHROOM
DAILY:
1. Wash and sanitize table tops, damp clean seats and backs or chairs.
2. Clean, polish and refill napkin holders.
3. Empty and damp clean ash trays. Wash as required.
4. Empty all containers and disposals. Sanitize interior.
5. Wash and sanitize exterior of all containers.
6. Clean and sanitize drinking fountain.
WEEKLY:
1. Wash pedestals or legs.
2. Remove fingerprints from doors, frames, light switches, kick and push
plates, handles.
3. Low dust all horizontal surfaces to hand height including sill,
moldings, ledges, shelves, frames, ducts, heating outlets.
MONTHLY:
1. High dust above hand height all horizontal surfaces including shelves,
ledges, moldings, pipes, ducts, heating outlets.
2. Wash and sanitize chairs.
TRASH PICK-UP
DAILY:
1. Remove all waste and transport to designated area.
64
EXHIBIT I
COMMENCEMENT DATE AND TERMINATION DATE
AGREEMENT
Date: _______________, 19__
Supplement to Lease dated ___________________ __, 19__,
between AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Trustee under a
certain Trust Agreement dated the 31st day of August, 1983, and known as Trust
Number 65110 (hereinafter referred to as "Landlord"), and
_________________________ (hereinafter referred to as "Tenant"), for _____
square feet in the building known as Corporate 500 Centre, 000 Xxxx Xxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx.
Pursuant to the provisions of Paragraph A in Section 3, of the Lease, Landlord
and Tenant agree as follows: The Commencement Date of the Lease Term is
_______________, 19__, and the Termination Date of the Lease Term is
_______________, 19__.
LANDLORD'S INITIALS TENANT'S INITIALS
______________________________ ______________________________
65
FIRST AMENDMENT TO THE LEASE
WITH
FIRST PREMIUM SERVICES, INC.
This First Amendment (the "Amendment") made this 13th day of July
1993, by and between Matas Corporation as agent for AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not individually, but solely as Trustee under a
certain Trust Agreement dated the 30th day of July, 1985, and known as Trust
Number 65110 (the "Landlord"), and First Premium Services, Inc. (the "Tenant")
dated July 12, 1991, (the "Lease") amends that certain Lease as follows:
1. ADDITIONAL PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord additional premises consisting of that certain office space
shown outlined in red or by a heavy line on the plan attached as
Exhibit A (the "Additional Premises") located on the third floor of
the Building at Corporate 500 Centre, 000 Xxxx Xxxx Xxxx, Xxxxxxxxx,
XX. The Additional Premises contains three thousand two hundred
twenty (3,220) rentable square feet. Upon execution of this
Amendment, the Additional Premises and the Premises shall become and
be deemed to be a part of the Premises and where appropriate in this
Amendment, Premises shall refer to both the Premises and the
Additional Premises.
2. TERM
Section 2 TERM of that certain Lease is deleted in its entirety and
the following is inserted in lieu thereof:
2. TERM. The term of the lease (the "Term") is for seven (7)
years and four (4) months commencing on the first (1st) day of
October, 1991, (the "Commencement Date") and ending on the
thirty-first (31st) day of January, 1999, (the "Termination Date"),
unless sooner terminated as hereinafter provided.
3. BASE RENT
A. Section 4 Rent is amended by inserting after the last sentence
of subparagraph 4A the following:
Effective October 1, 1993, the Monthly Base Rent for the Additional
Premises shall be payable at the same rate and on the same terms and
conditions as the Monthly Base Rent for the Premises. A Base Rent
Schedule for the Premises consisting of seven thousand seven hundred
seventy-eight (7,778) rentable square feet is attached as Exhibit B.
66
B. Section 5(vi) is amended by inserting after the last sentence
of Section 5(vi) the following:
Effective October 1, 1993, "Tenant's Proportionate Share" shall mean
four and three hundred twenty-two thousandths percent (4.322%).
C. Notwithstanding any other provision in this Amendment, Tenant
will be deemed to take possession of the Additional Premises as of
October 1, 1993. If for any reason whatsoever the Additional Premises
is not substantially completed on or before October 1, 1993, the Lease
Amendment shall remain in full force and effect, and no liability
shall arise against Landlord because of any such delay.
D. In the event that the Additional Premises are not
substantially completed as of October 1, 1993, as a result of
Landlord's actions or inactions, as the case may be, and only as a
result of Landlord's actions, Rent for the Additional Premises shall
xxxxx until the Additional Premises is ready for occupancy.
4. CONSTRUCTION OF PREMISES
A. Without limitation of the other terms and provisions of this
Amendment or the Lease, Landlord, at Landlord's sole cost and expense,
shall construct the Additional Premises in accordance with the space
plan dated June 28, 1993, attached as Exhibit C, and approved
simultaneously by Tenant with this First Amendment.
The Additional Premises shall be constructed using materials
of like or similar quality to those used or incorporated in the
Premises and the type, appearance and quantity of materials used or
incorporated in the Additional Premises shall be used in proportion to
the type, appearance or quantity used or incorporated in the Premises.
B. Except as expressly set forth in the Lease, Landlord has no
other agreement with Tenant and has no other obligation to do any
other work or pay any amounts with respect to the Premises. Any other
work in the Premises which may be permitted by Landlord pursuant to
the terms and conditions of the Lease shall be done at Tenant's sole
cost and expense and in accordance with said terms and conditions of
the Lease.
C. The number of days of delay in substantially completing the
Additional Premises arising, directly or indirectly, out of or on
account of any of the following events shall constitute "Tenant
Delays" hereunder and under the Lease:
67
(i) Tenant's failure to approve any plans, drawings
and/or specifications within five (5) business days of submission to
Tenant for approval; or
(ii) Tenant's request for materials, finishes or
installations other than those specified in subparagraph 4A; or
(iii) Tenant's changes in the work or the approved
drawings, specifications or both (notwithstanding Landlord's approval
of such changes);
(iv) The performance of any work by Tenant or any person,
firm or corporation employed by Tenant; or
(v) Any other default by Tenant or failure by Tenant or
its agents or contractors to perform their respective obligations as
and when required.
D. Notwithstanding anything to the contrary, Tenant shall be
entitled to immediate possession for the sole purpose of planning,
construction and installation of equipment. Any and all activities of
Tenant for the sole purpose of planning, construction and installation
of equipment shall not in any manner whatsoever interfere, restrict,
obstruct or otherwise hinder Landlord's performance of construction or
completion of improvements, and Landlord, in its sole discretion, may
request that any work by Tenant cease. Tenant shall coordinate all
such work to be performed by Tenant with Landlord.
5. CANCELLATION OPTION
A. Subject to the rights of Landlord hereinafter set forth,
Tenant shall have the right to cancel this Lease (the "Cancellation
Option") effective as of (a) January 31, 1997, (b) July 31, 1997 and
(c) January 31, 1998 (individually the "Cancellation Date"). In the
event Tenant desires to exercise the Cancellation Option, Tenant shall
give Landlord written notice (the "Cancellation Notice") of its
election on or before the date which is two hundred seventy (270) days
prior to the Cancellation Date. If Tenant does not give Landlord the
Cancellation Notice prior to said date, Tenant shall conclusively be
deemed to have elected not to exercise such Cancellation Option with
respect to that certain date and shall have no further rights
hereunder with respect to such Cancellation Option with respect to
that certain date and said Cancellation Notice shall be deemed to be
for the immediately following Cancellation Date, if any, provided the
two hundred seventy day period is satisfied.
68
B. As a condition precedent to the effectiveness of the
Cancellation Option and concurrently with the delivery of the
Cancellation Notice, Tenant shall pay to Landlord an amount equal to
the unamortized cost of the improvements and construction of the
Additional Premises with interest computed at a rate of eight percent
(8%) as follows: (i) cancellation date of January 31, 1997, in the
amount of Fifty-Seven Thousand Five Hundred Forty-Nine Dollars and
Sixty-Seven Cents ($57,549.67); cancellation date of July 31, 1997, in
the amount of Forty-Four Thousand Ten Dollars and Eighty-Six Cents
($44,010.86); cancellation date of January 31, 1998, in the amount of
Twenty-Nine Thousand Nine Hundred Twenty-One Dollars and Forty Cents
($29,921.40). If Tenant shall fail to timely make such payment, the
exercise by Tenant of the Cancellation Option shall be deemed null and
void and of no further force and effect, and Tenant shall forfeit any
and all further rights and options under this Paragraph and an Event
of Default (as defined) shall be deemed to have occurred hereunder and
Landlord shall have all rights and remedies on account hereof provided
in the Lease.
6. RIGHT OF FIRST OFFER
A. Subject to (1) rights of current tenants of the Building and
(2) and the rights of the Landlord set forth in that certain Lease and
this Section, and provided that an Event of Default is not then
existing hereunder beyond the expiration of the applicable grace
period, Tenant shall have a right of first offer ("Offer Option")
during the Term to lease additional contiguous rentable square feet on
the third floor in the Building, on the following terms and
conditions:
(a) Prior to leasing any contiguous space to another bona
fide prospect, Landlord shall notify Tenant that it is offering said
space for lease. Tenant, not later than seven (7) business days after
the date of Landlord's notice, shall notify Landlord in writing that
Tenant desires to exercise the Offer Option for the contiguous space.
If Tenant fails to exercise the Offer Option within the seven-day
period, the offer option shall be null and void and of no further
force and effect.
(b) Without limitation of the other terms and provisions
hereof, the contiguous space shall be offered to Tenant "as is" and at
the then same rate of Monthly Base Rent as applies to the original
Premises. The term of the lease for said space shall be coterminous
with the Term.
(c) If Tenant exercises the Offer Option and an Event of
Default is then existing beyond the expiration of the applicable grace
period, Landlord shall have the right to
69
cancel such exercise. In such event, the space shall not be added to
the Premises.
(d) At such time as the right to possession of the
contiguous space is delivered to Tenant, it shall become part of the
Premises hereunder, the aggregate Base Rent shall be appropriately
increased with payment of the additional Base Rent and Tenant's
Proportionate Share shall be appropriately adjusted. Rent payments
with respect to the contiguous space shall commence the earlier of (i)
the date Tenant occupies the contiguous space or (ii) upon substantial
completion of the contiguous space. If the date on which the Base
Rent payments for the contiguous space is to commence is other than on
the first (1st) day of a calendar month, such Base Rent shall be
appropriately adjusted and if the date on which Tenant's Proportionate
Share is to change is other than the first day of a calendar year,
Tenant's Proportionate Share shall be increased only for that portion
of the calendar year commencing with the date of delivery of the space
to Tenant.
B. Landlord and Tenant agree to execute and deliver to each other
a certificate and an amendment to that certain Lease confirming the
terms and conditions of the exercise of the Offer Option and such
other documents as may be necessary or desirable.
7. OTHER PROVISIONS
Except as specifically provided in this Amendment, any and all other
provisions of the Lease, as amended remain and continue in full force
and effect and are not modified, altered or amended.
LANDLORD TENANT
MATAS CORPOPTION FIRST PREMIUM SERVICES, INC.
By:________________________ By:_________________________
Its: Vice President Its: President
70
EXHIBIT A
[BLUEPRINT DIAGRAM intentionally omitted
from XXXXX version]
Third Floor South
Corporate 500 Centre
000 Xxxx Xxxx Xxxx
71
EXHIBIT B
BASE RENT
Monthly Annual
-------------------------------- -------------------------------
Period Initial Expansion Total Initial Expansion Total
-------------- -------------------------------- -------------------------------
First Month Free Free Free Free Free
Next 11 months 5,887.42 5,887.42 64,761.62 64,761.62
Next 12 months 6,064.04 6,064.04 72,768.47 72,768.47
Next 12 months 6,245.96 4,412.46 10,658.42 74,951.52 52,949.52 127,901.04
Next 12 months 6,433.34 4,544.83 110,978.17 77,200.07 54,537.96 131,738.03
Next 12 months 6,626.34 4,681.17 11,307.51 79,516.07 56,174.04 135,690.11
Next 12 months 6,825.13 4,821.61 11,646.74 81,901.56 57,859.32 139,760.88
Next 12 months 7,029.88 4,966.26 11,996.14 84,358.56 59,595.12 143,953.68
Next 4 months 7,240.78 5,115.25 12,356.03 28,963.12 20,461.00 49,424.12
72
EXHIBIT C
[BLUEPRINT DIAGRAM intentionally omitted
from XXXXX version]
First Premium Services Inc.
Matas Corporation Xxxxxx Architects Inc.
73
SECOND AMENDMENT TO THE LEASE
WITH
FIRST PREMIUM SERVICES, INC,
This Second Amendment (the "Amendment") made this 31st day of March,
1995, by and between Matas Corporation as agent for AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not individually, but solely as Trustee under a
certain Trust Agreement dated the 30th day of July, 1985, and known as Trust
Number 65110 (the "Landlord"), and First Premium Services, Inc. (the "Tenant")
dated July 12, 1991, and amended by an Amendment to Lease dated July 13, 1993
(the "Lease") amends that certain Lease as follows:
1 . ADDITIONAL PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord additional premises consisting of that certain office space
shown outlined in red or by a heavy line on the plan attached as
Exhibit A (the "Additional Premises") located on the third floor of
the Building at Corporate 500 Centre, 000 Xxxx Xxxx Xxxx, Xxxxxxxxx,
XX. The Additional Premises contains four thousand three hundred
sixty (4,360) rentable square feet. On April 1, 1995 the Additional
Premises shall become and be deemed to be a part of the Premises.
2. TERM
Section 2 TERM of that certain Lease is deleted in its entirety and
the following is inserted in lieu thereof:
2. TERM. The term of the lease (the "Term") is for eight (8)
years and nine (9) months commencing on the first (1st) day of
October, 1991, (the "Commencement Date") and ending on the thirtieth
(30th) day of June, 2000, (the "Termination Date"), unless sooner
terminated as hereinafter provided.
3. BASE RENT
A. Section 4 Rent is amended by inserting after the last sentence
of subparagraph 4A the following:
Effective April 1, 1995, the Monthly Base Rent for the Additional
Premises and for the premises previously delineated in the First
Amendment To The Lease, dated July 13, 1993, shall be payable as set
forth in the Base Rent Schedule, as revised to include the Additional
Premises, attached as Exhibit B.
B. Section 5(vi) is amended by inserting after the last sentence of
Section 5(vi) the following:
Effective April 1, 1995, "Tenant's Proportionate Share" shall mean six
and seven hundred forty-five thousandths percent (6.745%).
74
C. Tenant will be deemed to take possession of the Additional Premises as
of April 1, 1995. If for any reason whatsoever the Additional
Premises is not substantially completed on or before April 1, 1995,
the Lease Amendment shall remain in full force and effect, and no
liability shall arise against Landlord because of any such delay.
4. CONSTRUCTION OF PREMISES
A. Without limitation of the other terms and provisions of this
Amendment or the Lease, Landlord, at Tenant's sole cost and expense,
shall construct the Additional Premises in accordance with the space
plan dated , 1995, to be provided by Tenant. Specifications
and cost estimate to be attached as Exhibit C, and approved by Tenant.
B. Except as expressly set forth in the Lease, Landlord has no
other agreement with Tenant and has no other obligation to do any work
or pay any amounts with respect to the Premises. Any work in the
Premises which may be permitted by Landlord pursuant to the terms and
conditions of the Lease shall be done at Tenant's sole cost and
expense and in accordance with said terms and conditions of the Lease.
5. CANCELLATION OPTION
A. Cancellation Options set forth in the First Amendment To The
Lease, effective as of (a) January 31, 1997, (b) July 31, 1997 and (c)
January 31, 1998 are hereby terminated and are null and void and of no
further force and effect.
6. OTHER PROVISIONS
Except as specifically provided in this Amendment, any and all other
provisions of the Lease, as amended remain and continue in full force
and effect and are not modified, altered or amended.
This Amendment is subject to the cancellation of another tenant's
lease for the Additional Premises.
LANDLORD TENANT
MATAS CORPORATION FIRST PREMIUM SERVICES, INC.
By:______________________ By:______________________
Its: Vice President Its: President
75
EXHIBIT A
[BLUEPRINT DIAGRAM intentionally
omitted from XXXXX version]
Floor Plan
76
EXHIBIT B
BASE RENT
Monthly Annual
------------------------------- ----------------------------------
Dates Period Initial Expansion Total Initial Expansion Total
----------------- -------------- --------- --------- --------- ---------- ---------- ----------
10/01/91-10/31/91 .......... First Month Free Free Free Free
11/01/91-09/30/92 .......... Next 11 months $ 5,887.42 $ 5,887.42 $ 64,761.62 $ 64,761.62
10/01/92-09/30/93 .......... Next 12 months 6,064.04 6,064.04 72,768.47 72,768.47
10/01/93-09/30/94 .......... Next 12 months 10,658.42 10,658.42 127,901.04 127,901.04
10/01/94-03/31/95 .......... Next 6 months 10,978.17 10,978.17 65,869.02 65,869.02
04/01/95-06/30/95 .......... Next 3 months 10,978.17 $8,792.10 19,770.27 32,934.51 $26,376.30 59,310.81
07/01/95-09/30/95 .......... Next 3 months 10,978.17 9,055.86 20,034.03 32,934.51 27,167.58 60,102.09
10/01/95-06/30/96 .......... Next 9 months 11,307.51 9,055.86 20,363.37 101,767.58 81,502.74 183,270.32
07/01/96-09/30/96 .......... Next 3 months 11,307.51 9,327.54 20,635.05 33,922.52 27,982.62 61,905.14
10/01/96-06/30/97 .......... Next 9 months 11,646.74 9,327.54 20,974.28 104,820.66 83,947.86 188,768.52
07/01/96-09/30/97 .......... Next 3 months 11,646.74 9,607.37 21,254.11 34,940.22 28,822.11 63,762.33
10/01/97-06/30/98 .......... Next 9 months 11,996.14 9,607.37 21,603.51 107,965.26 86,466.33 194,431.59
07/01/98-09/30/98 .......... Next 3 months 11,996.14 9,895.59 21,891.73 35,988.42 29,686.77 65,675.19
10/01/98-06/30/99 .......... Next 9 months 12,356.03 9,895.59 22,251.62 111,204.27 89,060.31 200,264.58
07/01/99-09/30/99 .......... Next 3 months 12,356.03 10,192.46 22,548.49 37,068.09 30,577.38 67,645.47
10/01/99-06/30/00 .......... Next 9 months 12,726.71 10,192.46 22,919.17 114,540.39 91,732.14 206,272.53
