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Exhibit 10.54
[Lease Agreement dated September 1, 1998 between
the Registrant and Crimson Ridge Partners]
LEASE
THIS LEASE, made and entered into this 1 day of September, 1998, by and
between CRIMSON RIDGE PARTNERS, (hereinafter referred to as "Lessor") and XXXXXX
DRUGS COMPANY, 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (hereinafter
referred as "Lessee").
WITNESSETH
That in consideration of the covenants, agreements, mutual promises and
other provisions herein contained, the parties hereto agree as follows:
I.
LEASED PREMISES
Lessor hereby leases to Lessee and Lessee leases from Lessor, for the term
and upon the terms and conditions hereinafter set forth, approximately 4,620
square feet located in Suite Xx. 0 xx Xxxxxxx Xxxxx Xxxxxxxx Xx. 0, located at
000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx.
II.
TERM
The term of this Lease shall commence on the date which the Lessor
completes its build-out requirements as set forth in Article VI hereof, and
shall terminate two (2) years thereafter. Lessee shall be allowed immediate
access to the premises for necessary construction in preparing the premises for
occupancy.
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III.
RENT
As consideration for the lease of the above-described premises, Lessee
shall pay the Lessor the sum of Three Thousand Eight Hundred Fifty and no/100
Dollars ($3,850.00) per month commencing the lst day of the term of this Lease.
Said rental payments shall continue each and every month thereafter during the
term of this Lease. Each monthly rental payment shall be paid by Lessee to
Lessor in advance on or before the 1st day of each and every succeeding month of
the lease term hereof, without notice or demand at such place and to such agent,
if any, of the Lessor, as the Lessor may from time to time designate in writing.
The first month's rent shall be paid by the Lessee at the time of execution of
this lease; the actual amount of the first month's rent shall be subsequently
adjusted if necessary to allow for the possibility that the first month of the
Lease is actually a partial month. Any credit due from such adjustment will be
credited against the second month's rent. In addition to said rent, the Lessor's
cost of the buildouts provided in Article VI.A shall be reimbursed to Lessor by
Lessee in equal monthly payments amortized over the initial term of this Lease.
IV.
DEPOSIT
Lessee shall pay to Lessor at the execution of this Lease the sum of Three
Thousand Eight Hundred Fifty and no/100 Dollars ($3,850.00) as a security
deposit.
V.
UTILITIES
The Lessee agrees to pay all utility services rendered or furnished to the
premises being leased during the term hereof, including heat, air conditioning,
water, gas, electric, telephone, sewer, garbage removal, levies, fees or other
charges of such utilities. The utilities servicing the leased
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premises shall be metered separately from utilities provided to other tenants
occupying the same building; Lessor shall pay the cost of having the utility
meters installed on these premises.
VI.
ALTERATIONS
A. Lessor shall build two (2) mens' toilet rooms and two (2) womens'
toilet rooms in the premises, and shall construct four (4) separate office rooms
in the leased premises. The construction shall conform to the requirements of
the Americans' with Disability Act and applicable building codes.
B. Lessee may make alterations, changes, additions or improvements to the
premises provided that the same shall not lessen or materially and
disadvantageously affect the value of the building, after first obtaining
Lessor's written consent therefore, which consent Lessor agrees shall not be
unreasonably withheld or delayed. An alterations, additions or improvements of
premises by Lessee or any sublessee or other occupant of the within demised
premises during the term of this Lease, shall become the property of the Lessor
upon the expiration of the term of this Lease with the exception of the
telephone and security systems, which shall remain property of the Lessee.
C. Lessee shall indemnify and save Lessor harmless from any and all
liabilities, damages or penalties, and any costs, expenses or claims, including
reasonable attorneys' fees, of any kind or nature, arising out of said
construction, alteration or additions or improvements made by Lessee; such
indemnification shall apply to any damages or injury to person or property.
Lessee further agrees to pay and discharge any mechanic's, materialmen's or
other liens against the leased premises or Lessor's interest therein claimed in
respect to any labor, services, materials, supplies or equipment furnished or
alleged to have been furnished to or upon request of the Lessee. Provided,
however,
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the provisions of this paragraph shall not prohibit the Lessee from disputing in
good faith any such mechanic's lien, materialmen's or other lien so long as such
dispute is without cost to the Lessor.
X. Xxxxxx shall deliver the premises to the Lessee in its present
condition. Lessee shall build-out the premises at its sole expense, except for
the improvements to be provided by Lessor as provided in subparagraph A hereof,
and, except the Lessor agrees to provide the Lessee with an allowance for a
lighting expense not to exceed One and no/100 Dollar ($1.00) per square foot and
an allowance for flooring expense not to exceed One and 351100 Dollars ($1.35)
per square foot. Lessor shall reimburse Lessee within ten (10) days after
presentation of invoices by Lessee for its actual expenses incurred up to the
amount of said allowances. At commencement of the Lease, the Lessor shall
certify that the premises complies with Americans' with Disability Act, all
applicable building codes, and that the premises is going to be occupied.
VII.
USE OF DEMISES PREMISES
Lessee shall use the premises for its operation of an office for
pharmaceuticals and drugs in the ordinary course of its business, and for such
other purpose as Lessor may from time to time consent in writing. The premises
may not be used for any extra hazardous use nor in violation of any ordinance,
statute, government regulation or law. After written notice to Lessor, Lessee
may, at its sole cost and expense, contest in good faith the validity of any
law, ordinance, regulation or rule adversely affecting its use of the demised
premises; provided, however, that in any event, the Lessee shall indemnify and
hold Lessor harmless from any expenses or consequences of such litigation.
Lessor shall not be liable to Lessee for any damage occasioned by
plumbing, electrical, gas, water, steam or other utility pipes, systems and
facilities unless caused by failure of Lessor to
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perform its obligations under this lease, the negligence or wilful misconduct of
Lessor or Lessor's agents or any damage arising from any acts or neglect of the
Lessee. Lessee shall not perform any acts or carry on any practices which may
injure the building and shall keep the leased premises under its control, clean
from rubbish and dirt at all times.
VIII.
INSURANCE
Lessee, during the entire term of this Lease agreement, shall maintain
(and the Lessor shall be so named as an insured in any such policies), general
public liability and property damage insurance against claims for bodily injury
or death and property damage occurring upon the premises or areas adjacent
thereto, to the extent of not less than $1,000,000.00 for bodily injury or death
to any person, and to the extent of not less than $1,000,000.00 for bodily
injury or death to any number of persons arising out of the same accident or
disaster, and to the extent of $500,000.00 for property damage. Lessor shall
obtain and maintain replacement insurance on the building in which the ]eased
premises are located against casualty, fire, vandalism and malicious mischief
and such other risks as may be included in extended coverage insurance from time
to time available, which policy v,d) contain a cause pursuant to which the
insurance carrier waives all rights of subrogation against lessee with respect
to the losses payable under such policy. Lessee shall maintain its own insurance
on the contents of the demised premises to the full value thereof, insuring the
parties of interest as they may appear. Lessee shall pay its pro rata share of
the cost of casualty insurance on the leased premises. Lessee's pro rata share
shall be computed on the ratio that the total area of the leased premises bears
to the total leasable square feet of the building in which the leased premises
is located.
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IX.
TOTAL OR PARTIAL DESTRUCTION
In the event the building constituting the leased premises shall be
partially or totally destroyed by fire or other casualty so as to become
partially or totally untenable, the same shall be repaired as speedily as
possible without expense to the Lessee (unless Lessor shall elect not to rebuild
as hereinafter provided), and a just and proportionate part of the rent shall be
abated until so repaired. In any event, the Lessor shall only rebuild and
replace that part of the leased premises which it was obligated to provide
Lessee; provided, however, the replacement premises shall be of a comparable
quality building to the building in which the leased premises is located. Should
the Lessor elect not to rebuild, which election may be made only if more than
forty percent (40%) of the demised premises is destroyed, the Lease shall be
terminated as of the date of the casualty. Notice of such election not to
rebuild shall be given to the Lessee not more than forty-five (45) days from the
date of the casualty. Provided, however, (a) if more than forty percent (40%) of
the demised premises is destroyed, or (b) Lessor does not complete all required
repairs within ninety (90) days of the casualty, Lessor shall not have completed
all necessary repairs. Lessee may elect to terminate this Lease by giving
written notice within thirty (30) days of the destruction of the premises to the
Lessor.
If such damage or destruction occurs and this Lease is not so terminated,
this Lease shall remain in full force and effect and the parties waive the
provisions of any law to the contrary. Lessor shall have no interest in the
proceeds of any insurance carried by Lessee on Lessee's interest in this Lease,
and Lessee shall have no interest in the proceeds of any insurance carried by
Lessor.
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X.
ASSIGNMENT AND SUBLETTING
Lessee shall not assign nor sublet the leased premises or any part or
parts thereof, nor sublet the leased premises or any part or parts thereof, nor
permit occupancy by Anyone with, through or under it, without previous written
consent of the Lessor, which consent Lessor agrees not to unreasonably withhold
or delay; provided, however, that the Lessee has the right to assign its
interest in this Lease to a successor by merger or acquisition without the
Lessor's consent. Consent by Lessor to one or more assignments of this Lease or
to one or more sublettings of the leased premises shall not operate as a waiver
of Lessor's right under this article to any subsequent assignment or subletting
nor release Lessee or any guarantor of Lessee of any of its obligations under
this Lease or be construed or taken as a waiver of Lessor's rights or remedies
hereunder. Lessee shall not mortgage or otherwise encumber this Lease, except to
provide a collateral assignment of the Lease to a commercial lender, the terms
of which assignment shall provide that the lender will assume the rent premises
and other obligations of the Lessee as set forth herein, and shall not
subsequently assign or sublet the Lease without the prior written consent of the
Lessor, which consent shall not be unreasonably withheld.
Neither this Lease nor any interest therein, nor any estate therein
created, shall pass to any trustee or receiver in bankruptcy or any assignee for
the benefit of creditors, or by operation of law.
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XI.
EMINENT DOMAIN
If all or any part of the leased premises shall be taken by any public
authority under the power of eminent domain, then the term of this Lease shall
cease on the part so taken from the date of possession of that part, and the
rent shall be paid up to that day. If such portion of the leased premises is so
taken as to destroy or materially impair the usefulness of the premises for the
purpose for which the premises were leased, then from that day, both Lessor and
Lessee shall have the right to terminate this Lease within thirty (30) days
thereafter. If this Lease is not terminated by either, the lessee shall continue
in possession of the remainder of the leased premises under the terms herein
provided, in which event, the rent shall be equitably reduced in proportion to
the area of the premises taken. Lessor reserves to itself and Lessee assigns to
Lessor all rights to damages accruing on account of any taking or condemnation,
or by reason of any act of any public or quasi public authority for which
damages are payable. All damages awarded for such taking shall belong to and be
the property of the Lessor whether such damages shall be awarded as compensation
for diminution in value to this leasehold or to Lessor underlying leasehold or
fee of the premises herein leased. Lessee agrees to execute such instruments of
assignment as may be required by Lessor to join with Lessor in any petition for
recovery of damages if requested by Lessor, and to turn over to Lessor any such
damages that may be received in any such proceedings. Not withstanding the
foregoing, Lessor does not reserve to itself nor shall it be entitled to any
damages payable for trade fixtures owned by Lessee, or alterations made by
Lessee at its own expense, or for any award as may be attributable to the moving
expenses of the Lessee.
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XII.
QUIET ENJOYMENT
Lessee, upon paying the rent and performing the covenants and agreements
of this Lease, shall quietly have, hold and enjoy the demised premises and all
rights granted Lessee in this Lease during the term hereof and extension hereto,
if any.
Lessor and Lessor's authorized representative shall have the right to
enter upon the leased premises at all reasonable hours, upon reasonable notice
to Lessee, for the purpose of inspecting the same or of making repairs,
additions or alterations thereof, or to the building in which the same are
located, or for the purpose of exhibiting the same to prospective lessees,
purchasers or others. Lessor shall not be liable to Lessee in any manner for any
such action nor shall the exercise of such right be deemed an eviction or
disturbance of Lessee's use or possession.
XIII.
SUBORDINATION
Lessee hereby agrees that its leasehold interest hereunder is, and shall
be, subordinate to any mortgages now on, or hereafter to be placed on, the
premises leased hereunder; provided that so long as the Lessee is not in default
under said Lease agreement, the Lessee's quiet possession of the demised
premises shall remain undisturbed, and this Lease shall remain in full force and
effect on the terms and conditions stated herein, whether or not the mortgage is
in default and notwithstanding any foreclosure or other action brought by the
holder of the mortgage.
This subordination agreement shall be self-operative and no further
instrument or certificate of subordination shall be required from Lessee. Lessor
shall use its good faith effort to obtain a non-disturbance agreement from each
of its mortgagees, which would allow the Lessee to continue occupancy of the
premises uninterrupted pursuant to the terms of this Lease.
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XIV
WAIVER
No waiver of any breach of any one of the conditions or covenants of the
within Lease agreement by Lessor or Lessee shall be deemed to imply or
constitute a waiver of any other condition or covenant of the within Lease
agreement. The failure of either party to insist on strict performance of any
condition or covenant herein set forth, shall not constitute or be construed as
a waiver of the rights of either or the other thereafter to enforce any other
default of such condition or covenant; neither shall such failure to insist upon
strict performance be deemed sufficient grounds to enable either party hereto to
forego or subvert or otherwise disregard any other term, provision, condition or
covenant of the within Lease agreement.
XV.
NOTICE
Any notices required or permitted hereunder shall be in writing and
delivered to the other party or the other party's authorized agent, either in
person or by United States Certified Mail, Return Receipt Requested, postage
fully prepaid, to the address set forth hereinafter, or to such other addresses
as either party may designate in writing and deliver as herein provided:
LESSOR: Xxx Xxxxx
Crimson Ridge Partners
0000 Xxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
LESSEE: Xxxxxx Drugs Company
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Notice mailed pursuant to the terms of this paragraph shall be deemed served
seven (7) days after the date of mailing.
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XVI.
SURRENDER OF PREMISES BY LESSEE
The Lessee covenants and agrees to deliver up and surrender to the Lessor
the possession of the demised premises upon the expiration of the Lease or its
termination, as herein provided, in good condition and repair, ordinary wear and
tear excepted, and except for damages caused by casualty, loss and any other
loss for which the Lessee is not responsible.
If Lessee shall remain in possession of the demised premises after the
expiration of the term of this Lease, then the Lessee shall be deemed Lessee of
the demised premises from month to month at a rental rate equal to twice the
most recent monthly rental rate due during the term of this Lease, and subject
to all the terms and conditions hereto, except only as to the term of this
Lease.
XVII.
DEFAULT AND REMEDIES OF LESSOR
Lessee shall be deemed to be in default in the terms of this Lease if any
one or more of the following events, each of such is herein sometimes called
"Event of Default," shall happen:
A. If default shall be made in the due and punctual payment of any rent,
or other sums required to be paid by Lessee under this Lease when and as the
same shall become due and payable, and such default shall continue for a period
of five (5) business days after written notice thereof is served from Lessor to
Lessee. Provided, however, that Lessor shall not be obligated to furnish Lessee
with more than two written notices of default as required in this paragraph A in
any calendar year during the term of this lease.
B. If default shall be made by Lessee in the performance of or compliance
with any of the covenants, agreements, terms, or conditions contained in this
Lease and such default shall continue for a period of thirty (30) days after
written notice thereof from Lessor to Lessee, provided
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that Lessee's time to cure such default shall be extended for such additional
time as shall be reasonably required for the purpose if Lessee shall proceed
with due diligence during such thirty (30) day period to cure such default and
is unable by reason of the nature of the work involved to cure the same within
said thirty (30) days, and if such extension of time shall not subject
Lessor-Lessee to any liability, civil or criminal, and the interest of the
Lessor in this Lease shall not be jeopardized by reason thereof.
Upon the occurrence of an Event of Default, the Lessor shall have the
option, without further notice to Lessee or further demand for performance, to
proceed as follows:
(i) To institute suit against Lessee to collect each installment of rent
or other sum as it becomes due or to enforce any other obligation under this
Lease; or
(ii) To re-enter and take possession of the leased premises and all
personal property therein and to remove Lessee and Lessee's agents and employees
therefrom, upon obtaining a court order pursuant to the Illinois Forcible Entry
& Detainer Act or otherwise, and either:
(a) Terminate this Lease and xxx Lessee for damages for breach of
the obligations of Lessee to Lessor under this Lease; or
(b) Without terminating this Lease, relet, assign or sublet the
premises, as the agent and for the account of Lessee in the name of Lessor or
otherwise, upon the best terms and conditions Lessor may make with the new
lessee for such term or terms (which may be greater or less than the period
which would otherwise have constituted the balance of the term of this Lease)
and on such conditions as Lessor, in its reasonable discretion, may determine
and may collect and receive the rent therefor, provided Lessor shall in no way
be responsible or liable for any failure to relet the demised premises or any
part thereof, or for any failure to collect any rent due upon any such
reletting. In this event, the rents received on such reletting shall be first
applied to the costs of
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collection, including without limitation, all repossession costs, reasonable
attorneys' fees, and any real estate commission paid, reasonable costs of
alterations and expenses of preparing said premises for reletting, and
thereafter towards the payment of the rental and of any other amounts payable by
Lessee to Lessor. If the sum realized shall not be sufficient to pay such rent
and other charges within five (5) days after written demand, Lessee will pay to
Lessor any such deficiency as it accrues. Lessor may xxx therefor as each
deficiency shall arise if Lessee shall fail to pay such deficiency within the
time limited. Lessee may tender a proposed tenant to the Lessor in mitigation of
its damages for the remainder term of this Lease, which tender shall not be
unreasonably rejected by Lessor, after considering the financial condition of
the proposed tenant, nature of the proposed tenant's business, and other factors
which a reasonably prudent lessor would consider in leasing the premises.
In the event Lessor elects to re-enter or take possession of the demised
premises, Lessee shall quit and peaceably surrender the demised premises to
Lessor, and Lessor may enter upon and re-enter the demised premises and possess
and repossess itself thereof, by force, summary proceedings, ejectment or
otherwise, and may dispossess Lessee and remove Lessee and may have, hold and
enjoy the demised premises and the right to receive all rental income of and
from the same.
C. No such re-entry or taking of possession by Lessor shall be
construed as an election on Lessor's part to terminate or surrender this Lease
unless a written notice of such intention is served on Lessee.
D. The enumeration of the foregoing remedies does not exclude any
other remedy, but all remedies are cumulative and shall be in addition to every
other remedy now or hereafter existing at law or in equity.
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E. No failure of either party 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 fun 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 either party, and no breach thereof, shall be waived, altered, modified
or terminated except by a written instrument executed by either party. 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 fun force and
effect with respect to any other then existing or subsequent breach thereof.
F. In the event of default by the Lessee, the Lessee shall pay a
reasonable costs incurred by the Lessor by reason thereof, including but not
limited to reasonable attorneys' fees.
G. In addition to the other remedies provided herein, in the event
the Lessee fails to pay the Lessor when due any installment of rental or other
sum to be paid by the Lessee when such payment becomes due hereunder, Lessor
will incur additional expenses in an amount not readily ascertainable and which
has not been elsewhere provided for between Lessee and Lessor. If Lessee should
fail to pay Lessor within rive (5) days after the due date named any installment
of rental or other sum to be paid hereunder, Lessee shall pay Lessor upon demand
a late charge of five percent (5%) of such installment or other sum overdue in
any month and five percent (5%) each month thereafter until paid in full.
Failure to pay such late charge upon demand therefor shall be an event of
default hereunder. This provision for such late charge shall be in addition to
all other rights and remedies available to Lessor hereunder or at law or in
equity and shall not be construed as liquidated damages or limiting Lessor's
remedies in any manner.
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XVIII.
SUCCESSORS
All of the terms, conditions, covenants and provisions set forth in this
Lease agreement shall inure to the benefit of and be binding upon the heirs,
legal representatives, successors, executors and assigns of the parties.
XIX.
ENTIRE AGREEMENT
The within Lease agreement constitutes the entire agreement of the parties
hereto. No representations, promises, terms, conditions, obligations or
warranties whatsoever referring to the subject matters hereof other than those
expressly set forth herein, shall be of any binding legal force or effect
whatsoever. No modification, change or alteration of the within Lease agreement
shall be of any legal force or effect whatsoever unless in writing, signed by
all the parties hereto or their respective successors or assigns.
XX.
OPTION TO EXTEND LEASE-FIVE ONE YEAR OPTIONS
Lessee may at Lessee's option, extend this Lease for an additional twelve
(12) months by giving the Lessor ninety (90) days notice in advance written
notice prior to the termination date, exercising such option to extend. The
lessee shall have five (5) such one (1) year options. Each one (1) year option
may be exercised at one time, for a total of five (5) years. In the event Lessee
exercises such option, the monthly rent set forth in Article III above (the
"Initial Monthly Rent") shall be adjusted to reflect any increase in the
Consumer Price Index - All Urban Consumers - All Cities published by the Bureau
of Labor Statistics of the United States Department of Labor (the "Index")
during the term of this Lease. Accordingly, the Initial Monthly Rent shall be
multiplied
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by a fraction the numerator of which shall be the Index published for the first
day of the first month of such extension and the denominator of which shall be
the Index published for the commencement date of this Lease, and the monthly
rent as so adjusted shall be the base monthly rent for such extension; provided,
however, that in no event shall the base monthly rent for such extension be less
than the Initial Monthly Rent. In the event the United States Department of
Labor, or its successor, ceases to publish a monthly Consumer Price Index For
All Urban Consumers prior to the commencement of the extended lease term, Lessor
shall choose a similar Index for computation of the increased rent. All other
terms of this Lease shall apply to the extended term.
XXI.
PARKING
Lessor shall reasonably repair and maintain the parking lot and shall
obtain and maintain comprehensive public liability insurance respecting such
parking lot in such amounts and insuring such risks as commercially reasonable
for the type of property being insured. Lessee shall reimburse Lessor for its
pro rata share of such repair in the manner described in Article XXIII.C hereof.
XXII.
SIGNS, AWNINGS AND CANOPIES
Lessee shall not place or suffer to be placed or maintained on any
exterior door, wall or window of the leased premises any sign, awning or canopy,
or advertising matter or other thing of any kind, and will not place or
maintenance any decoration, lettering or advertising matter on a glass of any
window of the door of the leased premises without first obtaining the Lessor's
written approval and consent. Such consent shall not be unreasonably withheld by
the Lessor, after taking into consideration the conformity to the design of the
building and affect of such signs on other tenants in the building. Lessee
further agrees to maintain such sign, awning or canopy, decoration,
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lettering or advertising matter or other thing as may be approved in good
condition and repair at all times.
Subject to size and design approval by Lessor, Lessee shall be allowed to
have a sign on the south side of the building on which the leased premises is
located and on the pylon sign on Perryville Road.
All costs of maintaining, repairing or removing said signs shall be borne
by the Lessee.
XXIII.
MAINTENANCE, REPAIR AND REPLACEMENT
The following covenants and conditions are to apply with respect to the
maintenance, repair and replacements of the leased premises:
A. Except as otherwise set forth below, Lessee shall at all times keep the
leased premises and all partitions, doors, mixtures, equipment and appurtenances
thereof (including but not limited to lighting and plumbing equipment and
fixtures located solely within and servicing only the leased premises), and
including interior walls, and windows, and all other components of the leased
premises in a clean condition, good order, condition and maintenance (including
reasonable periodic painting with the written approval of Lessor), all at
Lessee's expense. Provided, however, in the event such repairs are reimbursed by
any insurance proceeds, Lessee shall be entitled to such insurance proceeds as
reimbursement for costs of such repairs actually made by Lessee. Lessor shall
pay the costs of all repairs to the HVAC System.
B. If Lessee refuses or neglects to repair the property as required
hereunder to the reasonable satisfaction of the Lessor as soon as it is
reasonably possible after written demand, Lessor may make such repairs without
liability to Lessee for any loss or damage that may occur to the
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Lessee's business by reason thereof, and within thirty (30) days after
completion thereof, Lessee shall pay to Lessor the Lessor's costs for such
repairs, including a reasonable charge for Lessor's overhead and administration
(which costs of overhead and administration shall not exceed ten percent (10%)
of the costs of repairs), Lessor shall have no liability for any damages or
personal injury arising out of any condition or occurrence causing a need for
such repairs, unless caused by negligence or willful misconduct of the lessor or
failure of the Lessor to perform its obligations under this Lease. In making
repairs, Lessor will not unnecessarily or unreasonably disrupt the business of
the Lessee.
X. Xxxxxx shall initially pay the costs of maintaining the Common Area of
the premises, including the exterior of the leased premises, parking lot,
exterior of the building, roofs and Common Area utilities. The Lessee shall
reimburse Lessor for its pro rata share of such expenses, which share shall be
computed on a ratio that the total area of the leased premises total to the
total square feet of the leasable space of the building in which the leased
premises is located. Lessee shall pay for its pro rata share of such expenses
within ten (10) of being billed.
XXIV.
REAL ESTATE TAXES
Lessee shall pay monthly its pro rata share of all real estate taxes
accruing on the leased premises and real estate parcel upon which the building
of the leased premises is located during the term of this Lease. Said payment
shall be made on the same date as payment of rent. The calculation of the
Lessee's pro rata share of such real estate taxes shall be computed on the ratio
that the total area of the leased premises bears to the total square feet of the
leasable space of the building in which the leased premises is located. The
monthly payment by lessee to Lessor shall be an estimate based on the latest
available information from the Winnebago County Assessor, County Treasurer and
County Clerk. Any necessary adjustments shall be made within thirty (30) days of
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receipt of the actual tax xxxx. In the event of overpayment of the Lessee's pro
rata share, the Lessor shall reimburse Lessee such overpayment within thirty
(30) days of receipt of the actual tax xxxx. In the event of underpayment by the
Lessee, the Lessee shall pay to the Lessor such additional amount as may be
necessary to pay the Lessee's full pro rata share of such taxes within
twenty-one (21) days of the request of the Lessor.
XXV.
LIMITATION ON PAYMENT ON COMMON AREA MAINTENANCE,
TAXES AND INSURANCE
Notwithstanding any other provisions in this Lease Agreement, the parties
agree that in no event shall the cost of the Lessee during the term of this
Lease exceed annually an amount equal to Three and no/100 Dollars ($3.00) per
square foot of leased space of the premises for the Lessee's share of Common
Area Maintenance, Common Area Taxes and Common Area Insurance.
XXVI.
JURISDICTION AND OTHER APPLICABLE LAWS
The laws of the State of Illinois shall govern the interpretation,
validity, performance and enforcement of this Lease. If any provision of this
Lease shall be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Lease shall not be affected
thereby. In the event of a dispute between the parties, such dispute shall be
resolved by a court in the State of Illinois provided, however, Lessor or Lessee
may elect to have a dispute resolved by arbitration through, and in accordance
with the rules of the American Arbitration Association. Any arbitration or
judicial proceeding shall occur in Winnebago County, Illinois.
20
XXVII.
FORCE MAJUER
The Lessor and the Lessee each shall be excused for the period of any
delay and shall not be deemed in default with respect to the performance of any
of the terms, covenants and conditions of this Lease when prevented from doing
so by cause or causes beyond the Lessor's control, which shall include, without
limitation, all labor disputes, governmental regulations or controls, fire or
other casualty, inability to obtain any materials and/or services, acts of God,
or any other cause, whether similar or dissimilar to the foregoing, not within
the reasonable control of the Lessor.
IN WITNESS WHEREOF, the parties have signed their names the day, month and
year set forth opposite their respective signatures.
LESSOR:
CRIMSON RIDGE PARTNERS,
By:/s/ Xxx Xxxxx Dated: March 26, 1998
-------------------------------------------
Its:Managing Partner
-------------------------------------------
LESSEE:
XXXXXX DRUGS COMPANY,
By:/s/ Xxxxx Xxxxxxx Dated: March 26, 1998
-------------------------------------------
Its:Vice-President, Administration
-------------------------------------------
PREPARED BY:
XXXXXXX X. XXXXXXX
BARRICK, SWITZER, LONG,
XXXXXXX & VAN EVERA
Xxx Xxxxxxx Xxxxxx
X.X. Xxx 00000
Xxxxxxxx, XX 00000-0000
(000) 000-0000
21
[LETTERHEAD OF XXXXX REALTORS]
March 16, 1999
Xxxxxx Drug Company
000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
Reference: Build-out Charges
Dear Xxxxx:
As we agreed verbally, your build-out charges total $85,482.69. We agreed
to divide this amount in half, with 50% coming up front, and the balance divided
over the remainder of the lease, payable monthly, plus interest adjustable at
the prime rate of interest.
These figures are likely to fluctuate, so why don't we xxxx the interest
quarterly? Also, why don't we round off the second portion of $42,500 by your
paying $42,982.69 for the first payment?
Our lease agreement calls for two years. Why don't we start this lease as
of September 1, 1998? You have paid September and October, which leaves
twenty-two months. This would make the monthly payment amount for rent and
build-out charges $5,781.82 over the 22 month period.
If this arrangement is acceptable, let's officially make this letter an
addendum to the lease dated 3/26/98. If this is satisfactory, let me know. We'll
continue on from there.
Xxxxx, I want you to know that you've been very patient throughout this
project. You are a very thorough person and it has been a pleasure to work with
you.
Regards,
Crimson Ridge Partners, LLC
/S/
Xxx Xxxxx, Managing Partner
22
[LETTERHEAD OF XXXXXX DRUG CO., INC.]
March 16, 0000
Xxx Xxxxx
Xxxxxxx Xxxxx Partners
0000 Xxxxxxxx
Xxxxxxxx, XX 00000
Dear Xxx
Enclosed is a check for $42,982.69 for partial payment of the build-out costs
for the office space we are leasing at 000 X. Xxxxxxxxxx Xxxx in Rockford along
with the rent payment for the month of November.
We accept the terms of your letter of October 26, 1998 and will consider the
letter as an addendum to the lease agreement for Xxxxxx Drug Company, Inc. We
also agree to pay a monthly payment of $5,781.82 over the next 22 months for
rent and the remaining portion of the build-out charges. It is understood that
interest will be billed quarterly.
I greatly appreciate your efforts in working with us regarding the build out
costs. We are looking forward to a long and comfortable relationship with
Crimson Ridge Partners.
Sincerely
/S/
Xxxxx Xxxxxxx
Vice President, Administration
Enclosures
