BLDG. B
LEASE
This lease is made and entered into this 19th day of September, 1996, by and
between XXX 0 XXXXXXXXXXX, X.X.X., an Illinois limited liability company, with
its principal office located at 0000 Xxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, 00000
(hereinafter referred to as "Lessor") and CSC INTERLICOM, INC., a Delaware
corporation, with its offices at Suite 1000, 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxxxxx, 00000 (hereinafter referred to as "Lessee").
SECTION ONE
DEMISE AND DESCRIPTION OF PREMISES
Lessor leases to Lessee and Lessee leases from Lessor that certain office space
which is herein referred to as the "demised premises," consisting of
approximately Twenty Thousand Four Hundred (20,400) square feet, located at 0000
Xxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, the area, location, specifications, floor plan
and description of which are more particularly indicated and described on
Exhibit A attached hereto and incorporated by reference herein, together with
all improvements located thereon. The demised premises are a portion of the
Devonshire Corporate Centre II office complex, herein referred to as the
"commercial center," containing other office space, a parking area and common
facilities for the use and benefit of all tenants of such commercial center. The
parking area and common facilities for the building in which the demised
premises are located are shown on Exhibit B attached hereto and incorporated by
reference herein. It is understood that no representations or warranties are
made with respect to location of other office space as shown in the attached
exhibits or areas adjoining thereto or with respect to the time that such other
office space will be erected and occupied.
The term "common facilities" as used herein shall be construed to include those
facilities within the commercial center which are for the nonexclusive use of
Lessee in common with other authorized users, and shall include, but not be
limited to, sidewalks, parking areas, planted areas, open means of ingress and
egress and any signage advertising the common name given to the commercial
center.
SECTION TWO
CONSTRUCTION OF IMPROVEMENTS
A. Lessor's Obligation. Lessor shall construct, at its sole expense, all of
the commercial center as shown on Exhibit A and the demised premises for
Lessee's use and occupancy as shown on said Exhibit A, such demised
premises to be constructed in accordance with plans and specifications to
be prepared by Lessor, at Lessor's sole expense, and approved by Lessee.
B. Commencement of Construction. Lessor will commence the construction of such
demised premises as soon as is reasonably possible after the plans
and specifications therefor have been completed and will diligently
prosecute such construction to completion.
Additions or changes to the previously agreed upon specifications or floor
plan further detailed on exhibit A shall be paid for by Lessee at their
usual and customary value, and any change or addition shall be reduced to
writing and signed in duplicate by both parties. Such change orders shall
be in a form substantially similar to the attached Exhibit C. The parties
acknowledge and agree the specifications attached hereto as part of Exhibit
A include a change order in the amount of Forty-nine Thousand Seven Hundred
Dollars ($49,700.00) which sum shall be paid in full by Lessee, in addition
to any other payments required of Lessee hereunder, upon the commencement
date of this Lease as said date is determined in accordance with Section
Five of this Lease.
C. Construction Delays and Work Stoppages. No delay in the completion of the
construction herein required of Lessor, caused by Government regulations,
inability to procure labor or materials, strikes, acts of God, or other
causes similar or dissimilar beyond the control of Lessor shall be a basis
of a claim of lack of diligence on the part of Lessor.
SECTION THREE
PARKING AREA AND COMMON FACILITIES
A. Maintenance. Lessor, throughout the term of this Lease, shall maintain and
keep the parking area and common facilities of the commercial center in
good order, condition and repair including adequate lighting, painting,
snow removal, drainage, supervision and the like and all costs and expenses
incurred in connection therewith, including, but not limited to, real
estate taxes, special assessments, repairs, garbage storage and garbage
removal expenses, and public liability and property insurance shall be paid
by Lessor when due subject, however, to reimbursement therefor by Lessee
pursuant to Section Four (B) herein below.
B. Use. Lessee and all those having business with it will, in common with the
other tenants and their customers and others having business with them,
have the right to use and enjoy the parking area and common facilities for
their intended purposes, except that no trucks belonging to Lessee, to
suppliers of Lessee, or to delivery agents of Lessee shall be allowed to
park in the parking area for more than one (1) hour at any time without
having first obtained Lessor's prior written consent not to be unreasonably
withheld.
C. Parking Facilities. The parking areas are shown on Exhibit A-1 which is
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attached hereto. No charges will be made for parking. Lessor reserves the
right to rearrange or reallocate the parking and common facilities so long
as the number of parking spaces shown on Exhibit A-1 is not reduced by more
than one percent (1%).
D. Governing Regulations. Lessee will comply and cause its employees, agents
and invitees to comply with all rules and regulations adopted by Lessor in
connection with the use of the parking area and common facilities, and with
all supplements thereto and amendments thereof which Lessor may hereafter
adopt. All such rules and regulations shall pertain to the safety, care,
use and cleanliness of the parking area and common facilities and the
preservation of good order therein and thereon. No rules or regulations now
in effect or hereafter adopted shall unreasonably interfere with Lessee's
use and enjoyment of the demised premises. All rules and regulations and
supplements thereto and amendments thereof which Lessor may adopt shall be
in writing, and a copy thereof shall be delivered to Lessee.
E. Violation of Regulations. If Lessee shall fail within seventy-two hours
after receipt of written notice of any material violation by Lessee or its
employees or agents of any such rules or regulations to cure such violation
such failure shall constitute a default under this Lease.
SECTION FOUR
RENTAL AND RELATED CHARGES
A. Base Rent. Lessee shall pay Lessor as a fixed annual base rental for each
year during the term of this Lease at 0000 Xxx Xxxxx, Xxxxxxxxx, Xxxxxxxx
00000, or at such place as Lessor may from time to time designate, the
total sum of Two Hundred Fifteen Thousand Two Hundred Twenty Dollars
($215,200.00) payable in twelve (12) equal monthly installments of
Seventeen Thousand Nine Hundred Thirty-five Dollars ($17,935.00) on the
first day of each month during each year of this Lease. Notwithstanding,
the foregoing the first month's rent shall be paid by Lessee upon execution
of this Lease by Lessee.
The parties acknowledge and agree the base rental amount provided for
herein is based upon the specifications and floor plan further detailed on
Exhibit A. In the event the specifications or floor plan should be
modified, the parties acknowledge an equitable adjustment shall be made to
the subject base rental amount.
B. Additional Rent. Lessee shall pay Lessor for its pro rata share of
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maintenance charges, insurance charges, real estate taxes and all other
expenses in connection with the parking area and common facilities as set
forth hereinabove at Section Three (A) and late charges in accordance with
the terms of this Lease on or before the first business day of each and
every month of this Lease.
C. Monthly Real Estate Tax and Expense Charges. Lessee shall pay Lessor real
estate tax and expense charges, which in the first year of this Lease have
been estimated to be Nineteen Thousand Three Hundred Eighty Dollars
($19,380.00), payable in twelve (12) equal monthly installments of One
Thousand Six Hundred Fifteen Dollars ($1,615.00) simultaneously with the
payment of the base rent so that the aggregate payments due hereunder from
Lessee shall equal Nineteen Thousand Five Hundred Fifty Dollars
($19,550.00) per month for the first year. The amount paid by Lessee for
taxes, maintenance and insurance shall be reconciled annually in accordance
with the provisions of this Section Four (C).
As soon as reasonably feasible after the expiration of each lease year, but
in any event no later than ninety (90) days after said expiration date,
during the term of this Lease, including extensions thereof, Lessor will
furnish to Lessee a statement showing (i) the maintenance charges, real
estate taxes and expenses for the year, and (ii) the amount of additional
rent paid, due or owed by Lessor. If the actual amount due from Lessor is
more than that paid, Lessee shall promptly pay the difference within thirty
(30) days; if said amount is less, Lessor shall pay the overage to Lessee
within thirty (30) days.
SECTION FIVE
TERM
The term of this Lease shall be for a period of approximately eighty-one (81)
months and shall commence upon the date Lessor notifies Lessee that the demised
premises is ready for occupancy. Notwithstanding anything contained herein to
the contrary, it is the intent of Lessor and Lessee that this Lease terminate on
the same date as the termination date of that certain Lease dated January 29,
1996, by and between Lessor and Lessee concerning the real estate commonly known
as 0000 Xxx Xxxxx, Xxxxxxxxx, Xxxxxxxx (hereinafter referred to as the "2109 Fox
Drive Lease"). The termination date of the 0000 Xxx Xxxxx Lease is seven (7)
years from the date the improvements currently being constructed upon the 0000
Xxx Xxxxx real estate are ready for occupancy which is currently anticipated to
be September 20, 1996. The demised premises shall be ready for occupancy when
all work of construction has been substantially completed as determined by the
architectural firm of Xxxxxxx X. Xxxxxxx & Associates, Champaign, Illinois. The
parties acknowledge that the anticipated date of commencement for this Lease
shall be December 15, 1996, although the actual commencement date shall be
determined as stated herein.
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The commencement date of the term of this Lease is _______________________,
1996.
LESSOR: LESSEE:
By:_____________________________ By:__________________________________
Upon actual commencement of the lease term Lessee shall pay base rent and
additional rent for any days of occupancy which are less than a full month, on a
per diem basis, using the base rent and additional rent stated in Section Four
to determine the amount due to Lessor. In the event Lessee shall have faithfully
performed all covenants of this Lease and Lessee has exercised Lessee's right to
renew the 0000 Xxx Xxxxx Lease for an additional three (30) year term, Lessor
hereby grants Lessee the right and option to renew this Lease for thirty-six
(36) months, it being the intention of Lessor and Lessee that the renewal term
under this Lease terminate on the same date as the renewal term under the 0000
Xxx Xxxxx Lease. In the event Lessee desires to renew and extend this Lease it
shall give Lessor written notice, at least one hundred eight (180) days prior to
the expiration of the initial term, of its intent to renew and extend; provided,
however, that the following terms and conditions shall be applicable to the
additional term.
A. The provisions of this Lease during said extension period shall be the same
as provided in this Lease.
SECTION SIX
[Deleted]
SECTION SEVEN
OCCUPANCY AND ACCEPTANCE OF PREMISES
By entering into and occupying the demised premises Lessee shall be deemed to
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acknowledge that the demised premises is in good order and repair, subject to
latent defects, and to punch list items agreed upon by Lessor and Lessee in
writing, and that the demised premises has been constructed substantially in
accordance with the plans and specifications therefor. LESSOR DISCLAIMS ANY
WARRANTIES OF HABITABILITY OR FITNESS FOR A PARTICULAR USE OTHER THAN THAT
STATED IN SECTION EIGHT WITH RESPECT TO THE DEMISED PREMISES.
SECTION EIGHT
USE OF PREMISES
A. Purposes. Lessee shall use the demised premises for the purpose of
conducting thereon and therefrom a computer consulting business, a computer
support business and a data center, and no part of the demised premises
shall be used for any other purpose without the prior written consent of
Lessor.
B. Corporate Name. The name of Lessee's corporation will be CSC Interlicom,
Inc. Lessee will be solely responsible for any costs of changing the name
as it is featured in any signs of the commercial center.
C. No Retail Sales. Lessee shall not conduct any retail sales at the demised
premises.
D. Public Auctions. No sale at auction by Lessee or others shall be made in or
from the demised premises.
E. Maintenance of Premises. Lessee shall at all times maintain the demised
premises in a clean, neat and orderly condition.
F. Compliance with Insurance Coverage. Lessee shall not use the demised
premises or any part thereof, or permit any part of the demised premises to
be used in any manner other than that stated in Section Eight, or permit
any act whatsoever to be done on the demised premises, in a manner that
will violate or make void or inoperative any policy of insurance held by
Lessor or Lessee.
G. Storage of Inflammable Materials. Lessee shall not keep or permit to be
kept at, in or about the demised premises any gasoline, distillate or other
petroleum product, or any other substance or material of an explosive or
inflammable nature, in such quantities as may endanger any part of the
demised premises without the written consent of all insurance companies
carrying fire or rent insurance on all of the commercial center or any part
thereof, or do any act or engage in any conduct which shall cause an
increase in the first insurance rates covering the commercial center over
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those charges for uses of the type and character permitted to Lessee
under this Lease.
H. Use Impairing Structural Strength or Electrical Capabilities. Lessee shall
not permit the demised premises or any part thereof to be used in any
manner that will impair the structural strength thereof or permit the
installation of any machinery or apparatus the weight or vibration of which
may tend to injure or impair the foundations or structural strength
thereof. Lessee shall not permit the installation of any computer or
electrical machinery or equipment which is beyond the electrical
capabilities of the building as completed according to final construction
specifications and drawings.
I. Garbage Disposal. Lessee shall not burn or incinerate any rubbish, garbage
or debris at, in or about the demised premises, and shall cause all
containers, rubbish, garbage and debris accumulated therein to be stored
within the dumpsters provided by Lessor in the commercial center.
J. Public Regulations. In the conduct of its business in and about the demised
premises Lessee shall observe and comply with all laws, ordinances, and
regulations of public authorities.
SECTION NINE
INSTALLATION AND MAINTENANCE OF FIXTURES
Lessee shall first obtain the written consent of Lessor prior to Lessee's
installation of any trade fixtures, lighting fixtures, floor covering, wall
covering or furnishings which are of a lesser grade or quality than that
presently installed in the demised premises. Any trade fixtures, lighting
fixtures, floor covering, or wall covering or furnishings which Lessee does
install shall be of first quality commensurate in appearance and in keeping with
the demised premises. Lessee, throughout the term of this Lease, shall maintain
the same in good order, condition and repair at its own expense and any cost to
repair damage caused by the installation or removal of same shall be at Lessee's
sole expense.
SECTION TEN
SIGNS, EXTERIOR LIGHTING AND FIXTURES
Lessee may only install and maintain such signs at the demised premises as have
been approved in writing by the Lessor. Lessee may not install signs in its
windows or doors which are visible from the exterior of the demised premises nor
may Lessee maintain more than one (1) exterior sign at the commercial center,
provided, however, Lessee may stencil its corporate name on one (1) exterior
door to the demised premises so long as (i) the stencil is in white lettering;
and (ii) the design of the signage has been pre-approved in writing by Lessor.
Any such signs erected or placed in or on the demised
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premises by Lessee may not, without Lessor's prior written consent, be removed
by Lessee at the expiration of the lease. In the event Lessor approves Lessee's
removal of said sign, all damage caused by the erection, maintenance and removal
of any and all such signs shall be fully repaired at the expense of Lessee.
Lessee acknowledges that the demised premises are part of an integrated and
uniform commercial center and that control of all exterior signs by Lessor is
essential in order to maintain uniformity and aesthetic values in the commercial
center.
Lessor shall select and install the interior window blinds to be used by Lessee
at the demised premises.
Lessee shall not install any lighting, plumbing facilities, shades, awnings or
similar devices or use any advertising medium which may be heard of experienced
outside of the demised premises such as loudspeakers, phonographs or radio
broadcasts without the Lessor's prior written consent. In no event shall Lessee
use any portion of the common facilities for Lessee's exclusive use without the
express prior written consent of Lessor.
SECTION ELEVEN
ALTERATIONS, CHANGES AND ADDITIONS
No material changes, alterations or additions shall be made by Lessee to the
demised premises without the prior written consent of Lessor, which consent will
not be unreasonably withheld, conditioned or delayed, and any such change,
alteration or addition to or on the demised premises made with the aforesaid
written consent of Lessor shall remain for the benefit of and become the
property of Lessor, unless otherwise expressly provided in the written consent.
SECTION TWELVE
DEFECTS; DEFECTIVE CONDITION, WIND; ACTS OF THIRD PERSONS
A. Lessor's Liability. Unless Lessor shall have acted in an intentional or
negligent manner, Lessor shall not be liable to Lessee for any damage or
injury to Lessee or Lessee's property, occasioned by any defect of
plumbing, heating, air cooling, air conditioning equipment and ducts,
electrical wiring or insulation thereof, gas pipes, or steam pipes, or from
broken steps, or from the backing-up of any sewer pipe, or from the
bursting, leaking, or running of any tank, tub, washstand, toilet, or waste
pipe, drain, or any other pipe or tank in, on, or about the demised
premises, or from the escape of steam or hot water from any boiler or
radiator, or for any such damage or injury occasioned by water being on or
coming through the roof, stairs, walks, doors or any other place on or near
the demised premises, or for any such damage or injury done or
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occasioned by the falling of any fixture, plaster, or stucco, or for any
such damage or injury caused by wind or by the act, omission, or negligence
of co-tenants or of other persons, occupants of the same building or of
adjacent buildings or contiguous property.
B. Waiver of Claim Against Lessor. All claims against Lessor for any damage or
injury as provided in paragraph A of this section are hereby expressly
waived by Lessee.
C. Waiver of Right of Recovery. Lessor and Lessee hereby release each other
from any and all liability or responsibility (to the other or anyone
claiming through or under them by way of subrogation or otherwise) for any
loss or damage to the demised premises suffered by or caused by any of the
perils covered by the insurance provided for in Section Seventeen (C) and
(D) of this Lease, notwithstanding the fact that such peril shall have been
caused by the fault or negligence of the other party or anyone for whom
such party may be responsible.
SECTION THIRTEEN
CASUALTY DAMAGE; REPAIR; ABATEMENT OF RENT
A. Use of Partially Damaged Premises. In the event of partial damage or
destruction of the demised premises Lessee shall continue to utilize the
premises for the operation of its business to the extent that it may be
practicable to do so.
B. Right to Terminate on Destruction of Premises Where Damage Exceeds One-half
of Reconstruction Cost. Either party hereto shall have the right to
terminate this Lease if, during the last nine (9) months of the term
hereof, the demised premises are damaged to an extent exceeding one-half of
the reconstruction cost of such restored building as a whole; provided
that, in such an event, such termination of this Lease shall be effected by
written notice to that effect to the other party delivered within thirty
(30) days of the happening of such casualty causing the damage.
C. Repairs by Lessor. If the demised premises shall, either prior to the
beginning of or during the term hereof, be damaged or destroyed by fire or
by any other cause whatsoever beyond Lessee's control, Lessor, except as
hereinafter otherwise provided, shall immediately on receipt of insurance
proceeds paid in connection with such casualty insurance, but in no event
later than ninety (90) days after such damage has occurred, proceed to
repair or rebuild same, including any additions or improvements made by
Lessor or by Lessee with Lessor's consent, on the same plan and design as
existed immediately before such damage or
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destruction occurred, subject to such delays as may be reasonably
attributable to governmental restrictions or failure to obtain materials or
labor, or other causes whether similar or dissimilar, beyond the control of
Lessor. Materials used in repair shall be nearly like original materials as
may be reasonably procured in regular channels of supply. Notwithstanding
the foregoing, all said repairs must be substantially completed within two
hundred seven (270) days from the date of casualty or Lessee has the right
to terminate this Lease. Lessee's right to terminate this Lease shall be
exercised in writing on or before the two hundred seventy-fifth (275th) day
from the date of casualty or it shall automatically be deemed to be waived.
Whenever a strike, act of God or cause, beyond the power of the party
affected to control, causes delay, the period of such delay so caused shall
be added to the period limited in this Lease for the completion of such
work, reconstruction or replacement.
D. Reduction of Rent During Repairs. In the event Lessee continues to conduct
its business during the making of repairs, the fixed minimum monthly rental
will be equitably reduced in the proportion that the unusable part of the
demised premises bears to the whole thereof but no change shall be made in
the method of computing the additional rental and additional charges due
from Lessee under the terms of this Lease.
No rent shall be payable while the demised premises are thirty percent
(30%) or more untenantable pending the repair of casualty damage.
E. Repair or Replacement of Fixtures. Lessee shall be responsible for the
replacement or repairs of its own fixtures in the demised premises which
may be damaged or destroyed by fire or any other cause whatsoever.
SECTION FOURTEEN
REPAIRS GENERALLY
A. By Lessor. Lessor, throughout the term of this Lease, shall maintain and
keep the exterior and structural parts of the building of the demised
premises in good repair at Lessor's initial sole expense subject, however,
to Lessee's reimbursement as is provided hereinabove in Section Four (B).
B. By Lessee. Lessee shall, at its own expense, keep and maintain the
non-structural interior of the demised premises in a clean and sightly
condition during the entire term of this Lease, and shall specifically be
responsible for the maintenance, repair and/or replacement of all building
components. Notwithstanding the foregoing, the parties
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agree Lessee shall have no obligation to replace any mechanical systems,
plumbing, electrical, roof of structural components. Lessee's maintenance
obligation shall include the cost of bi-annual inspections and service,
including all preventative maintenance, of the demised premises' heating,
air-conditioning and ventilating system which shall be performed by (i) the
contractor who originally installed said system; or (ii) such other
contractor who has been pre-approved in writing by Lessor. Upon completion
of said bi-annual inspection and service, Lessee shall provide Lessor with
written proof of Lessee's compliance with the terms of this section. Lessee
is responsible for the replacement and repair of any plate glass and the
providing of janitorial services for the interior of the demised premises.
SECTION FIFTEEN
UTILITIES
Lessee shall pay before delinquency all charges for water, gas, heat,
electricity, power, telephone service and other similar charges incurred by
Lessee with respect to and during its occupancy of the demised premises.
SECTION SIXTEEN
TAXES
Lessee shall pay before delinquency all taxes levied or assessed on Lessee's
fixtures, equipment and personal property in and on the demised premises,
whether or not affixed to the real property.
If at any time after any tax or assessment has become due or payable, Lessor or
its legal representative neglects to pay such tax or assessment, Lessor shall be
entitled to pay the same at any time thereafter and such amount so paid by
Lessor shall be deemed to be additional rent for the leased premises, due and
payable by Lessee.
Lessor shall initially pay all general real estate taxes and special assessments
levied and/or assessed against the lot and building in which the demised
premises is situated, the parking areas and landscaped areas associated with
that building and the entire commercial center during the term of this Lease,
subject, however, to Lessee's reimbursement of said charges as is provided in
Section Four of this Lease.
SECTION SEVENTEEN
INSURANCE
A. Insurance Companies. All policies of insurance to be kept and maintained in
force by the respective parties hereto shall be obtained from good and
solvent insurance companies reasonably satisfactory to Lessor with Lessor
named as an additional insured party under the liability insurance. Lessee
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shall annually provide Lessor, on the anniversary date of this Lease, with
a certificate naming Lessor as said additional insured party.
B. Lessee to Obtain Liability Insurance. Lessee shall, at its own expense, at
all times during the term of this Lease, maintain in force a policy or
policies of insurance, written by one or more responsible insurance
carriers which will insure Lessor and Lessee against liability for injury
to or death of persons or loss of damage to property occurring in or about
the demised premises. The liability under such insurance shall not be less
than One Million Dollars ($1,000,000) for any one person killed or injured,
One Million Dollars ($1,000,000) for any one accident, and Five Hundred
Thousand Dollars ($500,000) property damage.
C. Lessee to Obtain Fire Insurance on Its Fixtures and Equipment. Lessee shall
maintain in force, at all times, during the term of this Lease, on all of
its fixtures and equipment in the demised premises, such policies as it
deems adequate for the repair and replacement thereof.
X. Xxxxxx to Obtain Fire Insurance on Premises. Lessor shall maintain in force
and shall pay for, at all times during the term of this Lease, policies of
casualty insurance in such amounts as shall be determined solely by Lessor.
E. Lessee's Waiver of Lessor's Casualty Insurance Proceeds. In the event the
demised premises shall be damaged or destroyed by fire, or other casualty
so insured against, Lessee shall claim no interest in any insurance
settlement arising out of any such loss and shall execute any and all
documents required by Lessor or the insurance company or companies that may
be necessary for use in connection with settlement of any such loss by
Lessor.
SECTION EIGHTEEN
TRANSFER OR PLEDGE OF LEASEHOLD INTEREST
Lessee shall not assign this Lease or any interest therein, or sublet the
demised premises or any part thereof, or license the use of any portion of the
demised premises or business conducted thereon or therein, or encumber or
hypothecate this Lease, without first obtaining the written consent of Lessor,
which consent will not be unreasonably withheld, conditioned or delayed. Any
assignment, subletting, licensing, encumbering or hypothecating of this Lease
without such prior written consent shall, at the option of Lessor, immediately
terminate this Lease. Notwithstanding the foregoing, the parties agree (i)
Lessee may assign this Lease or sublet the demised premises to any affiliate of
Lessee which has substantially common ownership as Lessee ("Affiliate") without
Lessor's written consent; and (ii) in the event Lessee assigns this Lease or
sublets the
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demised premises to an Affiliate any profit derived by Lessee from said
assignment or sublet shall inure to the benefit of Lessee.
SECTION NINETEEN
SURRENDER OF PREMISES
Lessee shall, at the termination of this Lease, vacate the demised premises in
as good condition as it was at the time of entry thereon by Lessee, except for
reasonable use and wear thereof, acts of God, or damage by casualty beyond the
control of Lessee, and on vacating shall leave the demised premises free and
clear of all rubbish and debris.
SECTION TWENTY
INDEMNIFICATION OF LESSOR
A. Liens and Encumbrances. Lessor and Lessee respectively (respectively, the
"Indemnifying Party") shall indemnify the other and the premises herein
demised and all improvements placed thereon against all claims, liens,
claims of lien, demands, charges, encumbrances or litigation arising
directly or indirectly out of or by reason of any work or activity of the
Indemnifying Party on the demised premises, and shall forthwith and within
fifteen (15) days after the filing of any lien for record fully pay and
satisfy the same, and shall reimburse the other party for all loss, damage
and expense, including reasonable attorneys' fees, which it may suffer or
be put to by reason of any such claims of lien, demands, charges,
encumbrances or litigation.
In the event the Indemnifying Party shall fail to pay and fully discharge
any claim, lien, claims of lien, demand, charge, encumbrance or litigation,
or should proceedings be instituted for the foreclosure of any lien or
encumbrance, the other party shall have the right, at its option, at any
time after the expiration of such fifteen (15) day period, to pay the same
or any portion thereof, with or without the costs and expenses claimed by
such claimant, and in making such payment the other party shall be the sole
judge of the legality thereof. All amounts so paid by the other party shall
be repaid by the Indemnifying Party to the other party on demand, together
with interest thereon at the rate of eighteen percent (18%) per annum, from
the date of payment by the other party until repayment is fully made.
B. Personal Injuries, Violation of Law. Excluding intentional or negligent
acts of Lessor, Lessee shall indemnify Lessor and its members against any
cost, liability or expense arising out of any claims of any person or
persons whatsoever by reason of the use or misuse of the demised premises,
parking area or common facilities by Lessor or any person or persons
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holding under Lessee, and shall indemnify Lessor against any penalty,
damage or charge incurred or imposed by reason of any violation of law or
ordinance by Lessee or any person or persons holding under Lessee, against
any costs, damage or expense arising out of the death of or injury to any
person or persons holding under Lessee, against any costs, damage or
expense arising out of the death or injury to any person or persons holding
under Lessee.
SECTION TWENTY-ONE
SUBORDINATION OF LEASE
Upon receipt of a reasonably acceptable non-disturbance agreement, Lessee shall
execute any instrument permitting mortgages or deeds of trust to be placed on
the lot and building in which the demised premises is located or any part
thereof as security for any indebtedness, and subordinate this Lease to such
mortgages or trust deeds, if required to do so by the secured party.
Lessee shall have the right to make payment of any defaults under any mortgage,
trust deeds or liens of record on the demised premises, and to receive
reimbursement for such payment by deduction and credit from and against rentals
becoming due hereunder.
SECTION TWENTY-TWO
ESTOPPEL CERTIFICATE
Lessee agrees to at any time and from time to time, within twenty (20) days
after Lessee's receipt of Lessor's written request, to execute, acknowledge and
deliver without charge to Lessor a written instrument, certifying the
commencement date of the term of this Lease, that Lessee has accepted possession
of the demised premises and is open for business, that this Lease is unmodified
and in full force and effect (or if there have been modifications, that it is in
full force and effect as modified and stating the modifications), the dates to
which base rent, additional rent and other charges have been paid in advance, if
any, and stating whether or not to the best knowledge of the signer of such
certificate, Lessor is in default in the performance of any covenant, agreement
or condition contained in this Lease and, if so, specifying each such default of
which the signer may or should have knowledge, and certifying such other matters
as may be reasonably requested by Lessor ("Estoppel Certificate").
Lessee's failure to deliver an Estoppel Certificate to Lessor within twenty (20)
days after Lessor's written request therefor, shall, at the option of Lessor, be
conclusive upon Lessee that (i) this Lease is in full force and effect without
modification except as may be represented by Lessor; (ii) that there are no
uncured defaults in Lessor's performance; and (iii) that no more than one (1)
month's rent has been paid in advance.
14
SECTION TWENTY-THREE
LESSOR'S RIGHT OF INSPECTION
Upon notice, except in the case of emergencies, Lessor shall have access to the
demised premises, and each part thereof, during Lessee's regular business hours
and at any time thereafter for the purpose of inspecting the same, making
repairs and posting notices which Lessor may deem to be for the protection of
Lessor or the demised property.
SECTION TWENTY-FOUR
DEFAULT AND LATE CHARGES
A. Lessor's Right to Repossess, Operate or Relet. If the rental reserved by
this Lease or other charges to be paid hereunder by Lessee, or any part
thereof, are not paid when due and shall remain unpaid for a period of ten
(10) days after notice thereof in writing, or if Lessee shall fail to
promptly perform any other covenant, condition, or provision by it to be
performed hereunder and such failure shall continue for a period of ten
(10) days after receipt of notice in writing specifying the nature of such
failure, or if Lessee abandons the demised premises and ceases to pay rent,
then, and in any such event, Lessee shall be deemed to be in default and
Lessor, without further notice, may at its option re-enter and take
possession of the demised premises, including all improvements thereon and
fixtures and equipment owned or leased by Lessee and located at, in or
about the same, and take, operate or relet the same in whole or in part for
the account of Lessee at such rental and on such agreement and conditions
and to such tenant or tenants as Lessor in good faith may deem proper for a
term not exceeding the unexpired period of the full term of this Lease.
lessor shall receive all proceeds and rent accruing from such operation or
reletting of the demised premises or fixtures and equipment and shall apply
the same first to the payment of all costs and expenses incurred by Lessor
in obtaining possession and in the operation of reletting of the demised
premises or fixture and equipment, including reasonable attorneys' fees,
commissions, and collection fees, and any alterations or repairs reasonably
necessary to enable Lessor to operate or relet the demised premises or
fixtures and equipment and to the payment of all such amounts as may be due
or become payable under the provisions of this Lease, and the balance
remaining, if any, at the expiration of the full term of this Lease or on
the sooner termination thereof by written notice of termination given by
Lessor to Lessee shall be paid over to Lessee. Upon three (3) days' notice
to Lessee, Lessor may dispose of any personal property of Lessee located at
the demised premises at the time of any default without incurring any
liability for such a disposition. Notwithstanding anything contained herein
to the contrary, it is understood and agreed that in the event Lessee's
default hereunder cannot be completely cured within said ten (10) day
period but Lessee has diligently
15
commenced curing the subject default, Lessee may with reasonable diligence
and in good faith proceed to remedy or cure the subject default.
B. Late Charges. If the rental reserved by this Lease or other charges to be
paid hereunder by Lessee, or any part thereof, are not paid when due, late
charges in the amount of five percent (5%) of the basic monthly rent shall
be due on the fifth (5th) day after written notice is received by Lessee
for each ten (10) day period, commencing the first day of the applicable
month, that the rental or other charges, or any part thereof, remain
unpaid.
C. Repossession of Reletting Not a Termination, Lessor's Right to Terminate
Not Forfeited. No re-entry, repossession, operation or reletting of the
demised premises or of fixtures and equipment shall be construed as an
election by Lessor to terminate this Lease unless a written notice of such
intention is given by Lessor to Lessee, and notwithstanding any such
operation or reletting without terminating this Lease, Lessor may at any
time thereafter elect to terminate this Lease in the event at such time
Lessee remains at default hereunder.
D. Lessee's Obligation to Pay Deficiencies. In the event the proceeds or
rentals received by Lessor under the provisions of this section are in
sufficient to pay all costs and expenses and all amounts due and becoming
due hereunder, Lessee shall pay to Lessor on demand such deficiency as may
from time to time occur or exist.
X. Xxxxxx'x Right to Perform Lessee's Duties at Lessee's Cost. Notwithstanding
any provision as to notice contained in this Lease, if in the judgment of
Lessor the continuance of any material default by Lessee, other than for
the payment of money, for the full period of the notice otherwise provided
for will jeopardize the premises or the rights of Lessor, Lessor may,
without notice, elect to perform those acts in respect of which Lessee is
in material default, at the expense of Lessee, and Lessee shall thereupon
reimburse Lessor, with interest at the rate of eighteen percent (18%) per
annum, on five (5) days notice by Lessor to Lessee.
X. Xxxxxx'x Right to Terminate Lease. In the event of Lessee's material
default as stated herein, Lessor may, at its opinion, on five (5) days
notice, terminate this Lease and any and all interest of Lessee hereunder,
and may thereupon immediately re-enter and take possession of the demised
premises.
X. Xxxxxx'x Right on Termination to Recover Amount Equal to Rent Reserved. If
this Lease is terminated by Lessor by reason of any material default by
Lessee, Lessor shall be entitled to recover from Lessee, at the time of
such termination, the excess, if any, of the amount of rent reserved in
this Lease for the balance
16
of the term thereof over the then reasonable rental value of the premises
for the same period. It is agreed that the "reasonable rental value" shall
be the amount of rental which Lessor can obtain as rent for the remaining
balance of the term.
X. Xxxxxx'x and Lessee's Remedies Cumulative. Each and all of the remedies
given to Lessor and Lessee in this Lease or by law shall be cumulative, and
the exercise of one right or remedy by either party shall not impair that
party's right to exercise any other right or remedy it may possess.
I. Lessee's Waiver of Claims Against Lessor. Lessee hereby waives all claim or
demand for damages that may be caused by Lessor in lawfully and rightfully
re-entering and taking possession of the demised premises as hereinabove
provided, and all claim or demand for damages which may result from the
destruction of or damage to the demised premises and all claim or demand
for damages or loss of property belonging to Lessee as may be in or on the
premises at the time of such re-entry, assuming Lessor has used reasonable
care when re-entering and taking possession of the demised premises.
J. Limitation of Notice Period by Governmental Order. Notwithstanding any
provision as to notice in this section, if Lessee is required to comply
with any governmental regulation or order within a period less than that to
which Lessee would otherwise be entitled to notice, Lessee shall not be
entitled to notice beyond the period within which such compliance may be
required by such regulation or order.
SECTION TWENTY-FIVE
EXPENSES OF ENFORCEMENT
Should Lessor or Lessee incur any expenses in enforcing any provision of this
Lease the defaulting party shall pay to the non-defaulting party all expenses so
incurred, including reasonable attorneys' fees and court costs.
SECTION TWENTY-SIX
EFFECT OF BANKRUPTCY
If at any time during the term of this Lease there shall be filed by or against
Lessee in any court, pursuant to any statute either of the United States or any
state, petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or a portion of Lessee's property,
or if Lessee makes an assignment for the benefit of creditors, Lessee shall have
breached this Lease, and this Lease, at the option of Lessor exercised after
expiration of the period provided below, may be cancelled and terminated,
provided such petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee shall continue for a
17
period of ten (10) days. In such event neither Lessee, nor any person claiming
through or under Lessee by virtue of any statute or of any court, shall be
entitled to possession or to remain in possession of the demised premises, but
shall forthwith quit and surrender the premises.
SECTION TWENTY-SEVEN
EMINENT DOMAIN
A. Over Certain Percentage Taken. In the event twenty-five percent (25%) or
more of the area of the demised premises shall be taken for a public or
quasi-public use this Lease shall terminate as of the date of the actual
physical taking, and the parties shall thereupon be released from any and
all further liability hereunder.
B. Less Than a Certain Percentage Taken. In the event of a partial taking of
less than twenty-five (25%) of the area of the demised premises, Lessor
shall, with reasonable diligence, proceed at its own expense to reconstruct
or repair the demised premises and place the same in a tenantable condition
within ninety (90) days after the date of the actual physical taking,
provided, however, that if fifty percent (50%) or more of the area of the
commercial center as a whole is taken, Lessor alternatively may elect to
terminate this Lease notwithstanding that less than twenty-five percent
(25%) of the area of the demised premises were taken. In the event of such
termination the parties hereto shall be released from any and all further
liability under this Lease.
C. Abatement of Rent. During any reconstruction or repairing as hereinabove
provided, Lessee shall be required to pay only that proportion of the fixed
minimum monthly rental herein reserved as the area of the demised premises
remaining in a tenantable condition during such reconstruction or repairing
bears to the entire area herein leased. On completion of such
reconstruction or repairing, the fixed minimum monthly rental herein
reserved shall be adjusted in the proportion that the reconstructed demised
premises bear to the original demised premises, and thereafter Lessee shall
be required to pay such adjusted fixed minimum monthly rental in accordance
with the provisions of this Lease.
There shall be no abatement of any rental due until such time as there
shall be an actual physical possession of that portion of the demised
premises taken, and in no event shall there be any change made in the
method of computing the percentage rental, and there shall be no reduction
of percentage rental.
D. Right to Condemnation Award. Any award made in any condemnation proceeding
for the taking of any part or all of the demised premises shall be the sole
property of and be paid to Lessor.
18
SECTION TWENTY-EIGHT
QUITE ENJOYMENT
Lessor hereby covenants and warrants that, subject to any trust deeds or
mortgages now of record or hereafter on record, it is the owner of the demised
premises and that Lessee, on payment of rents herein provided for and
performance of the provisions hereof on its part to be performed, shall and may
peacefully possess and enjoy the demised premises during the term hereof without
any interruption or disturbance.
SECTION TWENTY-NINE
WAIVER OF BREACH
No waiver of any breach or breaches of any provision of this Lease shall be
construed to be a waiver of any preceding or succeeding breach of such
provisions or of any other provisions hereof.
SECTION THIRTY
TIME OF THE ESSENCE
Time is of the essence of each and every provision hereof.
SECTION THIRTY-ONE
HEADINGS FOR CONVENIENCE ONLY
The heading used herein are for convenience and shall not be resorted to for
purposes of interpretation or construction hereof.
SECTION THIRTY-TWO
PRONOUNS
Feminine or neuter pronouns shall be substituted for those of masculine form or
vice versa, and the plural shall be substituted for the singular number or vice
versa in any place or places in which the context may require such substitution
or substitutions.
SECTION THIRTY-THREE
AMENDMENTS TO BE IN WRITING
This Lease may be modified or amended only by a writing duly authorized and
executed by both Lessor and Lessee. It may not be amended or modified by oral
agreements or understandings between the parties unless the same shall be
reduced to writing duly authorized and executed by both Lessor and Lessee.
19
SECTION THIRTY-FOUR
PARTIES BOUND
Each and every provision of this Lease shall bind and shall inure to the benefit
of the parties hereto and their legal representatives. The term "legal
representatives" is used in this Lease in its broadest possible meaning and
includes, in addition to executors and administrators, every person,
partnership, corporation or association succeeding to the interest or to any
part of the interest in or to this Lease or in or to the leased premises, of
either Lessor or Lessee herein, whether such succession results from the act of
a party in interest, occurs by operation of law or is the effect of the
operation of law together with the act of such party. Each and every agreement
and condition of this Lease by Lessee to be performed shall be binding on all
assignees, subtenants, concessionaires, and/or licenses of Lessee; provided
however, that this provisions shall not be deemed to supersede the restrictions
on assignment, subletting or licensing imposed by Section Eighteen entitled
"Transfer or Pledge of Leasehold Interest."
SECTION THIRTY-FIVE
HOLDING OVER
No holding over and continuation of any business by Lessee after the expiration
of the term hereof shall be considered to be a renewal or extension of this
Lease unless written approval of such holding over and a definite agreement to
such effect is signed by lessor defining the length of such additional term. Any
holding over without the consent of Lessor shall be considered to be a
day-to-day tenancy at a rental of one hundred fifty percent (150%) of the fixed
minimum monthly rental provided herein, computed on the basis of a thirty (30)
day month.
SECTION THIRTY-SIX
NOTICES
All notices or demands of any kind which Lessor may be required or may desire to
serve on Lessee under the terms of this Lease shall be served on Lessee by
mailing a copy thereof by registered or certified mail, postage prepaid,
addressed to Lessee at: Suite 1000, 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx
00000, Attention: General Counsel, or at such other address or addresses as may
from time to time be designated by lessee in writing to Lessor. Service may be
deemed complete upon receipt. All notices and demands from Lessee to Lessor may
be similarly served on Lessor at 0000 Xxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or
at such other address as Lessor may in writing designate to Lessee.
20
SECTION THIRTY-SEVEN
STRICT CONSTRUCTION
The language used in this Lease shall be deemed to be the language approved by
all parties to this Lease to express their mutual intent, and no rule of strict
construction shall be applied against any party.
SECTION THIRTY-EIGHT
DELAY IN LEASE COMMENCEMENT
In the event the commencement date of this Lease, as determined in accordance
with the provisions of Section Five of this Lease, is after January 31, 1997,
Lessor agrees to credit Lessee against Lessee's future payment of base rent
hereunder the sum of Five Hundred Eighty-Six and 11/100 Dollars ($586.11) per
day for each day the actual commencement date of this Lease is delayed after
said January 31, 1997, date.
SECTION THIRTY-NINE
EXPANSION OPTION
[Deleted]
SECTION FORTY
COMMISSION
Lessor and Lessee each warrant to the other that no real estate broker or agent
has been used or consulted in connection with this Lease.
21
SECTION FORTY-ONE
CONSENTS
At any time Lessor's or Lessee's approval hereunder is required, such approval
shall not be unreasonably withheld, conditioned or delayed.
SECTION FORTY-TWO
HAZARDOUS MATERIALS
A. During the term of the lease, Lessor and Lessee shall fully comply with any
laws or rules and regulations promulgated thereunder relating to the
demised premises, including, but not limited to, Occupational Safety and
Health Act, 29 U.S.C. Sections 651, et seq.; the Toxic Substances Control
Act, 15 U.S.C. Sections 2601, et seq.; the Resources Conservation and
Recovery Act, 42 U.S.C. Sections 9601, et seq.; the National Environmental
Policy Act, 42 U.S.C. Sections 4231, et seq.; the Refuse Act, 33 U.S.C.
Sections 407, et seq.; the Safe Drinking Water Act, 42 U.S.C. Sections
300(f), et seq.; the Emergency Planning and Community Right-to-Know Act, 42
U.S.C. Sections 11001, et seq.; or any federal, state or local law,
ordinance and/or regulation promulgated under each of those statutes and
any amendments thereto, as well as applicable Department of Transportation
regulations relating to environmental matters (collectively "Environmental
Laws"). Lessee shall notify Lessor immediately if Lessee receives any
notice of non-compliance with any law or rules and regulations promulgated
thereunder, including, but not limited to, those enumerated above. Lessor
shall notify Lessee immediately if Lessor receives any notice of
non-compliance with any laws or rules and regulations promulgated
thereunder, including, but not limited to, those enumerated above.
Lessee shall not cause or permit Lessee's business in the demised premises
to be used to generate, manufacture, refine, transport, treat, store,
handle, dispose, transfer, produce or process hazardous substances, or
other dangerous or toxic substances, or solid waste, except in compliance
with all applicable federal, state and local laws or regulations. Lessor
and Lessee shall each notify the other immediately if either learns of any
non-compliance or of any facts (such as the existence of any release or
threat of release of hazardous substances at, on, from or beneath the
surface of the demised premises) which could rise to a claim of
non-compliance with such laws or rules and regulations promulgated
thereunder.
B. During the term of the lease, Lessee shall obtain, shall fully comply with,
and shall maintain in full force and effect all governmental licenses,
permits, registrations and approvals (federal, state, local, county
22
and foreign) necessary to conduct its business including, but not limited
to, those required by the statutes enumerated above in paragraph A.
Lessee warrants and represents that if during the term of the lease any
violations are recorded or any notices are received with respect to any of
such licenses, permits, registrations and approvals or if a proceeding is
commenced or threatened to revoke or limit any of them, Lessee shall notify
Lessor immediately.
X. Xxxxxx is, to the best of its knowledge, as of the date of the execution of
this Lease, not aware of the presence of any materials on the demised
premises which may require remedial action under any applicable
Environmental Laws or may pose a threat to human health or the environment.
Lessor shall protect, defend, indemnify and hold harmless Lessee from and
against any and all liability, lawsuits, claims, actions, causes of action,
proceedings, demands, costs, penalties, fines and expenses, including
without limitation reasonable attorney fees, consultant's fees and clean-up
costs, resulting from the generation, storage, treatment, handling,
transportation, disposal or release, of any materials on the demised
premises caused by Lessor, its agents, employees, officers, or directors
acts or omissions in violation of any applicable Environmental Laws. The
obligations of this paragraph shall survive the expiration or termination
of this Lease.
Lessee shall protect, defend, indemnify and hold harmless Lessor from and
against any and all liability, law suits, claims, actions, causes of
action, proceedings, demands, costs, penalties, fines and expenses,
including without limitation reasonable attorney fees, consultant's fees,
and clean-up costs, resulting from the generation, storage, treatment,
handling, transportation, disposal or release of any materials on the
demised premises caused by Lessee, its agents, employees, officers, or
directors acts or omissions in violation of any applicable Environmental
Laws. The obligations of this paragraph shall survive the expiration or
termination of this Lease.
23
IN WITNESS WHEREOF, the parties have executed this Lease at Champaign, Illinois,
the day and year first above written.
LESSOR: LESSEE:
XXX 0 XXXXXXXXXXX, X.X.X. CSC INTELICOM, INC.
An Illinois Limited Liability Company A Delaware Corporation
By: FOX DEVELOPMENT CORPORATION
An Illinois Corporation
Is Managing member
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. XxXxxx
---------------------------- ----------------------------
XXXXXXX X. XXXXXX XXXXXX X. XXXXXX
Its President Its Vice President
Finance and Administration
24
OUTLINE
BUILDING SPECIFICATIONS
for
XXX 0 XXXXXXXXXXX, X.X.X.
for
CSC INTELICOM
CHAMPAIGN, ILLINOIS
AUGUST 19, 1996
REVISED AUGUST 29, 1996
1. GENERAL
1.1 Summary of Work
1.1.1 The Scope of Work anticipated includes design and
construction of a building as described within this Project
Description, and to be located on Xxx #0, Xxx 0 property,
0000 Xxx Xxxxx, Xxxxxxxxx, Xxxxxxxx.
1.1.2 The building will comprise approximately 20,400 sq. ft.
1.2 Building Features
1.2.1 The building will be one story, with structural steel framed
roof and brick veneer masonry exterior bearing walls.
1.2.2 The building will feature ribbon windows on the exterior.
1.3 Drawings & Specifications
1.3.1 Complete "Working Drawings and Specifications" will be
prepared from the preliminary design documents and will be
furnished to the Owner.
1.3.2 The Working drawings and specifications will be prepared in
accordance with our best knowledge and interpretation of the
codes and regulations of all governing bodies. Working
25
drawings will bear the seal of Licensed Architects and
Engineers of the State of Illinois.
1.4 Design
1.4.1 Preliminary engineering for foundation, concrete slabs and
exterior pavement work is based on an assumed soil bearing
capacity of 2000 PSF.
1.4.2 All structural design shall be in accordance with BOCA Code
requirements unless noted otherwise.
1.4.3 All concrete work is to be completed in accordance with the
applicable standards of the American Concrete Institute
(ACI).
1.4.4 Structural steel beams, columns, and lintels will be
designed in accordance with the Steel Construction Manual of
the American Institute of Steel Construction specifications
for the design of hot-formed structural members.
1.4.5 The bar joist framing will be designed in accordance with
the requirements and guidelines of the Steel Joint
Institute.
1.4.6 Asphalt work is to conform to applicable requirements as
established by the Illinois Department of Transportation
(IDOT).
1.5 Definitions and terms
1.5.1 Where the word "Owner" appears it shall mean Xxx 0
Xxxxxxxxxxx, X.X.X.
1.5.2 Where the work "Architect" appears, it shall mean Xxxxxxx X.
Xxxxxxx & Associates.
1.5.3 Where the work "Contractor" appears it shall mean Xxxxx
Company and/or an associate subcontractor.
2. SITEWORK
2.1 Earthwork
2.1.1 All trees, stumps, and brush that interfere with
construction are to be removed and properly disposed of
off-site. Selected trees are to tagged and protected in
accordance with Client and Contractor directives prior to
commencement of site clearing
26
operation.
2.1.2 Topsoil which is stripped to accommodate new construction
will be retained on site for use in landscaping or for
construction of earth berms.
2.1.3 All debris will be removed from site and properly disposed
of.
2.1.4 Site areas which are to be occupied by the building or
surface improvements will be rough and fine graded as
necessary to meet engineered elevations and grades and to
provide for proper drainage.
2.1.5 All cutting, filling and rough grading is to be completed to
proper subgrade elevations for finish floor, pavement and
landscaped areas.
2.1.6 The site is anticipated to consist of suitable soils that
permit the site to be cut, filled and balanced without a
need to import additional fill. Should additional costs be
incurred, they shall not be borne by tenant.
2.1.7 Site areas which are to be occupied by the new building or
pavement will be proof-rolled to compact the existing
sub-base to 95% maximum density.
2.1.8 A minimum of 2" compacted granular material will be provided
under all concrete slabs on grade and will consist of
approved material as excavated from sources on-site or
obtained from approved off-site sources.
2.1.9 Fill material will be compacted to 95% maximum density.
2.1.10 (1) masonry dumpster enclosure.
2.2 Storm Drainage
2.2.1 Storm water runoff from the roof will be received by
perimeter gutters and downspouts and/or internal roof sumps.
All downspouts will be connected to the site storm drainage
system.
2.2.2 Paved and landscaped areas will be contoured and sloped to
permit an engineered rate of storm water runoff.
27
2.3 Sanitary Sewer
2.3.1 A sanitary sewer system will be completed to accommodate the
domestic plumbing needs of the facility.
2.3.2 Sanitary drainage piping will be extended from the building
to the public sanitary sewer.
2.3.3 Sanitary sewer piping inside of the building shall be PVC
and/or cast iron.
2.3.4 The proposal provides a 4" sanitary entering the building
underground near the office toilet room area. It assumes
underground sanitary capacity is available for the sewer
system. Should additional costs be incurred, they shall not
be borne by tenant.
2.4 Water main
2.4.1 Water main work will be completed to satisfy the domestic,
process and fire protection related needs of the facility.
2.4.2 A water main is to be extended on site and into the building
from an existing municipal main.
2.5 Natural Gas
2.5.1 Service is anticipated to be extended from an existing lead.
Should additional costs be incurred, they shall not be borne
by tenant.
2.6 Electrical/Telephone Cable Service
2.6.1 The building electrical service will be 800 A/120-208v/3ph,
fed underground from a utility transformer at the corner of
the site.
2.6.2 While it is understood that CSC Intelicom has elected an
alternative communication service, the incoming telephone
service to the building, the cost of which shall be borne by
the landlord, is to be (2)4" PVC underground conduits with
pullstring.
2.6.3 Building electrical service to be secondary, metered by the
utility company.
28
2.6.4 Cable television shall be provided through 1" conduit to
property line.
2.7 Site concrete
2.7.1 Site concrete will consist of those items shown on the
drawings and as depicted here.
2.7.2 Sidewalk(s) will be provided as indicated on the drawings
and will be 4" thick.
2.7.3 All sidewalks abutting pacing will have a 5" raised face.
2.7.4 The concrete mix will be designed to accomplish a strength
of 3500 PSI at a 28 day test and will include air
entrainment.
2.7.5 Drive approach area(s) will be completed as shown and will
be constructed in accordance with the requirements of the
governing agencies having jurisdiction.
2.7.6 All exterior flat slabs will be steel troweled and then
finished with a broom finish.
2.8 Asphalt Paving and Concrete Drives
2.8.1 Asphalt paving for on-site traffic and parking areas will be
provided as shown on the drawings.
2.8.2 Car parking areas and drive will consist of 3" asphalt
wearing surface on an 8" thick compacted stone.
2.8.3 Parking areas will be completed with painted striping as
shown.
2.8.4 No asphalt curbs or car bumpers are included.
2.9 Landscaping
2.9.1 Landscaping work is included as an allowance of $35,000.
3. CONCRETE
3.1 Foundations
3.1.1 Reinforced concrete foundation work will be completed in
accordance with all applicable codes and will accommodate
all
29
building live and dead loads.
3.1.2 Soil bearing pressure at 3'-6" below finish grade is assumed
to be of 2000 psf. Should additional costs be incurred, they
shall not be borne by tenant.
3.1.3 Soil is anticipated to be of sufficient cohesiveness to
permit soil forming where appropriate. Should additional
costs be incurred, they shall not be borne by tenant.
3.1.4 Concrete strength will be 3000 PSI per drawings at 28 days.
3.2 Interior Flatwork
3.2.1 Interior flatwork is included for the completion of all
concrete slabs on grade and supported slabs.
3.2.2 The Office Area floor slab on grade will be 4" thick and
reinforced with one (1) layer of 6 x 6 1.4/1.4 EWWM.
3.2.3 Concrete strength to be 3000 PSI per drawings at 28 days.
3.2.4 Control joints will be provided as required by American
Concrete Institute requirements.
3.2.5 Perimeter insulation consisting of 2" thick x 24" wide rigid
board insulation will be laid flat below floor slabs at all
exterior walls.
4 MASONRY
4.1 Exterior Masonry
4.1.1 The exterior masonry is to be constructed of 4" thick face
brick over required concrete block back-up.
5 METALS
5.1 Structural Steel
5.1.1 The structural framing system will consist of suitably sized
beams, columns, bar joists and metal deck to accommodate the
loading as previously noted.
30
5.2 Miscellaneous Metals
5.2.1 Miscellaneous metal items are to be provided where
necessary, including roof screens.
6 WOOD LAMINATES
6.1 Rough Carpentry and Wood Doors
6.1.1 Pressure treated wood nailers and blocking materials are to
be installed for the membrane roof areas.
6.2 Millwork and Laminates
6.2.1 Cabinets, shelving millwork and laminates are to be provided
where shown on the drawings or finish schedule, and as
described herein., wood doors, etc. will be installed as
scheduled.
7 THERMAL AND MOISTURE PROJECTION
7.1 Roofing
7.1.1 The roofing system will be single-ply membrane roof
ballasted as installed over rigid insulation
7.1.2 A standard sheet membrane similar or equal to that as
manufactured by Goodyear or Firestone or equal - .45 mm
thickness.
7.1.3 Roof insulation will be provided as required for an R value
of 20 using one layer insulation. One layer of insulation
produces an R value of 20.
7.1.4 All required cants, saddles, flashings, copings and trims
will be provided.
7.1.5 Roof area walk pads are not included.
7.1.6 The roof system will include a manufacturer's and roofing
contractor's 10-year written warranty.
8 DOORS WINDOWS AND GLASS
8.1 Hollow Metal
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8.1.1 Hollow metal doors and frames will be provided in all
masonry walls.
8.1.2 All frames will be fabricated of 16 gauge, steel welded
jambs and head pieces.
8.1.3 All steel doors will be of a 3'-0" x 1 3/4" thick unless
noted otherwise and are to be constructed of 18 gauge steel.
8.1.4 All doors are to be complete with hardware sets appropriate
for the use of each door as required.
8.1.5 All exterior doors will be insulated with thresholds and
weatherstripping.
8.1.6 Interior office area doors will be 3'-0" x 7'-0" x 1 3/4"
thick, solid core, with factory pre-finished
stained/varnished finish.
8.1.7 All wood doors are to be installed in hollow metal door
frames.
8.1.8 All doors with the exception of those on coat closets,
restrooms, interior lobby doors, the break room and the
copy/fax room shall be locksets, lever type.
8.1.9 Entrance doors and frames shall be dark bronze anodized
aluminum Glazing of entries shall be safety glazing where
required by Code. All non-operable exterior glazing shall be
insulated type, tinted. Closers shall be ADA standard.
8.1.10 Exterior windows shall be dark bronze anodized aluminum
thermally broken frames, with 1" thick insulated glass,
tinted.
8.2 Finish Hardware
8.2.1 Finish hardware is included for hollow metal and wood doors,
"D" series.
9 FINISHES
9.1 Drywall
9.1.1 Interior partitions throughout shall be constructed of metal
studs, at 24" max. o.c., with 5/8" gypsum wallboard each
side, full height of walls.
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9.1.2 Where indicated and adjacent to toilet rooms, offices and
conference rooms, walls will be sound insulated with R-11
sound xxxxx.
9.2 Ceilings.
9.2.1 Acoustic ceilings shall be 24" x 48" acoustic tile, (Second
Look type) in standard inverted "T" white grid. Ceiling
height will be approximately 9'-0" throughout.
9.3 Resilient Flooring
9.3.1 Where scheduled for toilet rooms, break and equipment rooms,
floors will receive 1/8" thick commercial grade vinyl
composition floor tile.
9.3.2 All areas to be finished receive 4" high vinyl base at
walls.
9.4 Carpet and Floor Covering
9.4.1 Carpeted areas as scheduled shall receive:
A. Carpet I, private offices, will receive cut pile 42 oz.
carpet. J & J Industries Colours Supreme 3838-030
direct glue with top set vinyl vinyl base.
Approximately 423 sq. yds
B. Carpet II: At perimeter of reception and large
conference room. J & J Industries Exclusively Borders
2990-5617, approximately 35 sq. yds.
C. Carpet III: At center portions of reception and large
conference room, all areas of small conference rooms,
open office/work areas, etc., will receive J & J
Industries Panorama 2730-5639 direct glue with top set
vinyl base. Approximately 1,600 sq. yds.
9.4.2 Ceramic tile: All restrooms shall receive 1"x1" unglazed
tile by Dal-Tile.
9.5 Painting
9.5.1 Interior drywall surfaces throughout are to be finished with
one (1) application of primer and one (1) finish coat of
latex paint, eggshell finish.
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9.5.2 Hollow metal doors and exposed miscellaneous steel items
will be finish painted with one (1) coat of semi-gloss alkyd
enamel paint over shop applied primer.
9.5.3 Interior carpentry items that are not factory finished will
be finished with one (1) coat of stain and two (2) finish
applications of stain finish polyurethane.
9.5.4 Interior surfaces of exposed structural steel (shop primed,
grey) and metal deck (manufacturer grey).
9.5.5 Wall covering #1. Maharam Tek - Wall Herald 304104-003,
approximately 120 lin. Yds. Walls of reception and large
conference room.
10. MISCELLANEOUS SPECIALITIES
10.1 Toilet Partitions
10.1.1 Toilet partitions and urinal screens will be provided as
shown, or as required by code and, where applicable, will
conform to the State's Barrier Free Access requirements.
10.1.2 Partitions will be floor mounted and overhead braced. Urinal
screens will be wall, hung.
10.1.3 Partition panels will be flush metal type with baked enamel
finish.
10.2 Toilet Accessories
10.2.1 36" high mirrors are to be provided at each vanity.
10.2.2 Grab bars are to be provided in each handicap accessible
toilet compartment.
10.2.3 Toilet paper dispensers, two roll style, are to be provided
within each toilet compartment.
10.2.4 All windows (exclusive of aluminum and glass entry frames)
shall be fitted with 1" mini-blinds, prefinished aluminum,
dark, bronze color.
DIVISIONS 11-14 INTENTIONALLY OMITTED.
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15. MECHANICAL
15.1 Plumbing
15.1.1 A complete domestic plumbing system will be installed, and
will include the following items:
Water closets
Wall-hung lavatories with standard self-closing faucets.
One (1) floor level mop basin with utility type faucet per
space.
Stainless steel kitchen sinks for lunch room and
copy/coffee room counter tops.
Electric water cooler as required by code.
Toilet area floor drains as required by code.
Domestic, water and sanitary piping systems as specified.
Gas piping system as specified.
Frost-free hose bibs (4).
15.1.2 The plumbing work for the entire facility is to conform to
the following per drawings:
Plumbing fixtures to be similar or equivalent to those as
manufactured by Kohler, American Standard or Elger.
Floor drains to be similar or equivalent to those as
manufactured by Wade, Josam or Xxxx.
Water cooler(s) to be equivalent to those as manufactured by
Oasis, Coroley or Xxxxxx Xxxxxx.
Gas piping is to be extended from a utility company supplied
meter.
Work is to be completed in a neat, workmanlike manner.
All services are to be made complete and functional with
final connections having been made to existing utilities.
Miscellaneous piping and other items of work as might be
required to complete the plumbing system will be provided.
Sanitary sewer system is to be complete with fixtures as
noted underground piping and venting.
Two (2) seventeen gallon water heaters.
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15.2 Heating, Ventilating and Air Conditioning
15.2.1 Design parameters for the Office Area heating, ventilation
and air conditioning (HVAC) system are as per specs:
Heat to 72 degrees Fahrenheit (F) dry bulb inside when 0
degrees F outside.
Cool to 75 degrees F dry bulb inside at 95 degrees F.
15.2.2 The building HVAC equipment will consist of packaged gas-
fired units, either floor or roof mounted. Air conditioning
will be DX type with coils, condensers and piping.
Refrigerant shall be as approved by IRPA.
Controls shall be 7 day programmable for heating and
cooling.
Equipment and accessories by "Trane" or equal.
15.2.3 The toilet areas and breakroom will be provided with an
exhaust system to conform to local code requirements.
15.3 Fire Protection.
15.3.1 Design parameters for the fire protection system are based
on the following:
A. The office area fire protection system design is based
upon use of non-combustible roofing and a light hazard
occupancy as specified.
B. The entire building area shall be fitted with
appropriate heads.
15.3.2 The fire protection system is designed using the following
criteria:
A. The municipal water supply (flow and pressure) is
adequate and available. Should additional costs be
incurred, they shall not be borne by tenant.
B. There is no ground storage tank. Should additional
costs be incurred, they shall not be borne by tenant.
C. The system shall conform to N.F.P.A. criteria, and for
the system parameters as noted above.
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D. Sprinkler heads shall be aligned within industry
standards, but will not necessarily be centered in
ceiling tiles.
E. Plans, specifications and shop drawings shall be
supplied to tenant's insurance carrier in a timely
fashion. Roof specifications shall be included.
15.3.3 The equipment and materials for the fire protection system
shall consist of the following:
A. Provide a wet type automatic spray sprinkler system
with distribution piping, sprinkler heads and automatic
sprinkler riser(s) as required.
B. Provide check valves, fire department connections, flow
switch, flow alarms, inspector test connectors as
required for a complete operating system, and tie into
the building alarm system.
16. ELECTRICAL
16.1 Service and Distribution
16.1.1 The incoming secondary electrical service work will include
conduit, panel, switchgear and cable work.
16.1.2 One (1) 800 AMP, 120/208 volt, three-phase secondary service
switchboard will be provided for the tenant, installed and
energized.
16.2 Lighting
16.2.1 Except as detailed in 16.2.2, 16.2.3, 16.2.4, and 16.2.5
below, light fixtures throughout shall be 2x4 lay-in type
flourescent, with 1/2" x 1/2" x 1/2" paracube lenses.
Fixtures shall be distributed to suit the size of the spaces
served.
16.2.2 Lighting in the toilet rooms and hallways shall be standards
24" x 48" lay-in flourescent fixtures with acrylic lenses.
16.2.3 Provide and install necessary emergency battery operated
(dual lamp) packs for lighting on night light circuits in
the Office Area as required.
16.2.4 Provide L.E.D. exit lighting as required by code.
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16.2.5 Reception area and conference room shall include a total of
12 incandescent fixtures.
16.3 Convenience Outlets
16.3.1 Each private office to receive two fourplex convenience
outlets, or the number of outlets as shown on the final,
approved electric plan, whichever number is greater.
16.3.2 System furniture will have one junction box per four (4) or
five (5) cubicles, with the following configuration:
A. One 20-amp dedicated circuit per junction.
B. Three or four 20-amp circuits per (2) junction boxes.
C. Other duplex outlets will be distributed as needed.
D. Telephone/data boxes will be installed in each office,
conference room, and break room, with stub-up to above
ceiling.
16.4 Miscellaneous Electrical
16.4.1 Provide power wiring for HVAC equipment as outlined under
mechanical trades per drawings.
16.4.2 Provide 2.5 lumens for the parking lot.
16.4 General Notes
16.5.1 The electrical work as described is further clarified
through the following notes:
A. All the above provisions include labor and material for
a complete electrical installation, done in a neat
workmanlike manner.
B. This proposal does not include power wiring for the
Owner's process equipment, unless outlined in the
Project Description.
C. ALl electrical work shall conform to the current
edition of the National Electrical Code and Local Code
where applicable.
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D. Footcandle figures given are intended to represent
approximate average intensities based on the lumen or
zonal cavity method of calculation and are based on an
open area with no obstructions (machines, equipment,
racks, etc.)
E. Junction boxes and conduit stubs into ceiling areas are
to be provided as previously noted for telephone
communication. Telephone incoming cabling, individual
telephone sets or wiring of the telephone
communications system are to be provided by tenant.
F. This proposal excludes utility company related charges
for incoming underground electrical service.
G. This proposal includes provisions for a security
system, with 2 card proximity reader access pads at
entrances. These readers will be tied to the system in
the adjacent 0000 Xxx Xxxxx building.
16.6 Equipment and Materials
16.6.1 The incoming service equipment will be selected from the
following:
A. All materials and installation methods to conform to
local utility company standards.
B. The electrical switchgear and panels will be similar or
equivalent to those as manufactured by Square "D".
C. All system furniture will be floor fed through conduits
where they are not adjacent to convenient walls or
columns.
D. Furnish the following equipment:
1. One microwave.
2. One oven.
3. One refrigerator.
4. One dishwasher.
5. One garbage disposal.
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16.7 Fire Alarm System.
16.7.1 Contractor shall install an extension of the fire alarm
system in the 0000 Xxx Xxxxx building, to include the
following:
A. One signal module.
B. One signal circuit.
C. A transient line protector.
D. Seven pull stations.
E. Four audio/visual alarms.
17. CLARIFICATIONS, QUALIFICATIONS AND EXCLUSIONS
17.1 Clarifications
17.1.1 The amount to be paid for permits, review fees, inspection
fees, tap fees, assessments or other municipal fees is
included.
17.1.2 Quality control and testing fees are included.
17.2 Qualifications
17.2.1 Materials will be new.
17.2.2 Items and work indicated as being furnished or performed by
the Owner or tenant are not included in the Cost of the
Work. Should additional costs be incurred, they shall not be
borne by the tenant.
17.2.3 The Contractor will obtain the building permit. The amounts
to be paid for permits, inspection fees, assessments, tap-in
charges or other municipal fees are included in the Cost of
the Work. Should additional costs be incurred, they shall
not be borne by the tenant.
17.2.4 The facility will be delivered in a broom-clean condition
and all glass will be cleaned.
17.2.5 Owner will be assisted by the Contractor in obtaining the
Certificate of Occupancy from the municipality. Should
additional costs be incurred, they shall not be borne by the
tenant.
17.2.6 Should conditions be encountered that differ from the basis
of preliminary design and result in a change to the Scope of
Work,
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the Owner will be responsible for any subsequent changes as
might be necessary to be made to the Cost of Work. Should
additional costs be incurred, they shall not be borne by the
tenant.
17.2.7 Should a governing body require that changes be made to any
phase of the working drawings or specifications as they were
prepared from preliminary documents, any additional cost for
these changes will be paid for by the Owner. Should
additional costs be incurred, they shall not be borne by the
tenant.
17.2.8 Building Code conformance for the Scope of Work is
anticipated to be governed by Building Officials and Code
Administration (BOCA) 1990, the National Electric Code
(NEC), and any other agency having jurisdiction.
17.2.9 The Contractor is to assume responsibility for zoning and
regulations governing use of the site and building.
17.2.10 The tenant will provide and install systems furniture. The
contractor shall make final connections from floor junction
boxes to the systems furniture.
18. Other conditions.
18.1 Owner shall provide upper and lower kitchen cabinets to break room, in
addition to supplying hot and cold water, required waste plumbing and
electrical power.
18.2 Contractor shall install a "Xxxx Box" on the exterior wall as approved
by the local authorities.
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EXHIBIT C
(Optional)
Change Order No. _____
-------------------------------------------------------------------------------
This Change Order is made this ____ day of ____________________, 19___, by and
between XXX 0 XXXXXXXXXXX, X.X.X., an Illinois limited liability company, and
CSC INTELICOM, INC., a Delaware corporation. The parties agree that the
following (change, addition, deletion) shall be made to the tenant improvements
located in Suite ___ in the building at ______________________, Xxxxxxxxx,
Xxxxxxxx, 00000,
and that the same shall be done for the sum of _________________________ Dollars
($________), to be (added to, deleted from) the original contract price of
____________________Dollars ($__________).
LESSOR: LESSEE:
XXX 0 XXXXXXXXXXX, X.X.X. CSC INTELICOM, INC.
An Illinois Limited Liability Company A Delaware Corporation
By: FOX DEVELOPMENT CORPORATION
An Illinois Corporation
Its Managing Member
By: ____________________________ By:_________________________
XXXXXXX X. XXXXXX XXXXXX X. XXXXXX
Its President Its Vice President
Finance and Administration
42
