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Exhibit 10.32
Office Lease
between
Place Renaissance, Ltd.
and
Xxxxxx, Xxxxxxxx & Assoc., Inc.
This Instrument Prepared by:
XXXX, XXXXXXX & XXXXXXX
Suite 250, Corporate Circle
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxx 00000-0000
(000) 000-0000
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8.2 Alterations and Improvements.............................. 9
8.3 Fixtures and Personal Property............................ 9
SECTION 9: USE...................................................... 9
9.1 Permitted Use............................................. 9
9.2 Prohibited Uses........................................... 9
SECTION 10: COMMON AREAS........................................... 10
10.1 Access to Common Areas ................................... 10
10.2 Noninterference........................................... 10
SECTION 11: DAMAGE AND DESTRUCTION................................. 10
11.1 Definitions............................................... 10
11.1.1 Partial Destruction Defined........................ 10
11.1.2 Total Destruction Defined.......................... 10
11.2 Partial Destruction....................................... 11
11.3 Total Destruction......................................... 11
11.3.1 Prior to Last Year of Term......................... 11
11.3.2 Within the Last Year of Term....................... 11
SECTION 12: APPROPRIATION AND CONDEMNATION.......................... 12
12.1 Appropriation Proceedings Defined......................... 12
12.2 Lease Terminated.......................................... 12
SECTION 13: ADDITIONAL COVENANTS AND REPRESENTATIONS
13.1 Tenant's Additional Covenants and Representations......... 12
13.1.1 Assignment and Subletting.......................... 12
13.1.2 Cessation of Services.............................. 13
13.1.3 Compliance With Law................................ 13
13.1.4 Encumbrances, Liens and Mortgages.................. 13
13.1.5 Landlord's Liability............................... 13
13.1.6 Right of Entry..................................... 14
13.1.7 Subordination, Nondisturbance and Attornment....... 14
13.2 Landlord's Additional Covenants and Representations....... 15
13.2.1 Landlord's Title................................... 15
13.2.2 Quiet Enjoyment.................................... 15
13.2.3 Underground Parking................................ 15
13.2.4 Building Name...................................... 15
13.2.5 Tenant's Exclusive Use............................. 16
SECTION 14: DEFAULT................................................. 16
14.1 Conditions of Default..................................... 16
14.1.1 Monetary Default................................... 16
14.1.2 Nonmonetary Default................................ 16
14.1.3 Solvency........................................... 17
14.2 Remedies for Default...................................... 17
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SECTION 15: SURRENDER.......................................... 17
15.1 Repossess Premises................................. 17
15.2 Tenant's Property.................................. 17
SECTION 16: UNAVOIDABLE DELAYS................................. 18
16.1 Extraordinary Conditions........................... 18
16.2 Excused Nonperformance............................. 18
SECTION 17: MISCELLANEOUS...................................... 18
17.1 Additional Acts.................................... 18
17.2 Attorney's Fees.................................... 18
17.3 Authority of Parties............................... 19
17.4 Commissions........................................ 19
17.5 Construction of Terms.............................. 19
17.6 Governing Law and Severability..................... 19
17.7 Environmental Matters.............................. 19
17.9 Notices............................................ 20
17.10 Recording.......................................... 21
17.11 Rules.............................................. 21
17.12 Signs.............................................. 21
17.13 Successors and Assigns............................. 21
17.14 Waiver............................................. 21
EXHIBITS:
A - Office Building
B - Premises
C - Operating Costs
D - Landlord's Maintenance Obligations
E - Utilities
F - Tenant Improvements
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This OFFICE LEASE BETWEEN PLACE RENAISSANCE, LTD., AND XXXXXX,
XXXXXXXX & ASSOC., INC., (hereinafter referred to as the "LEASE") is made and
entered into as of January 3, 1997, by and between:
PLACE RENAISSANCE, LTD.
a limited liability company formed
pursuant to the laws of the State of Ohio
(hereinafter collectively referred to as "LANDLORD")
and
XXXXXX, XXXXXXXX & ASSOC., INC.
a profit corporation formed pursuant
to the laws of the State of Ohio
(hereinafter referred to as "TENANT")
with respect to the following facts and circumstances:
LANDLORD has the right to acquire a certain parcel of real property
located in the City of Xxxxxxxx Heights, County of Cuyahoga and State of Ohio
(hereinafter referred to as the "LANDLORD'S PROPERTY"); and
a 3-story office building is to be constructed upon LANDLORD'S
PROPERTY, together with various other structures and improvements (all of which
are hereinafter collectively referred to as the "OFFICE BUILDING") which OFFICE
BUILDING is more fully described in "EXHIBIT A", attached hereto and made a
part hereof; and
the LANDLORD and TENANT have agreed that a portion of the OFFICE
BUILDING shall be leased by the LANDLORD to the TENANT for the purposes and
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, intending to be legally bound, do,
for and in consideration of the mutual agreements, covenants and promises
hereinafter set forth, hereby mutually agree as follows:
SECTION 1. PREMISES
1.1 Office Space:
For and in consideration of the rents, covenants and agreements herein
contained, the LANDLORD does hereby demise and lease to the TENANT and the
TENANT does hereby lease and hire from the LANDLORD, for the purposes
hereinafter set forth, a portion of the OFFICE BUILDING, being all of the
second and third floors thereof,
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which portion contains approximately 17,235 square feet of space (which leased
area is hereinafter referred to as the "PREMISES") which PREMISES is more fully
described in "EXHIBIT B", attached hereto and made a part hereof, the exact
size of which shall be determined upon delivery of exclusive possession and
certified to in writing, which writing shall be signed by LANDLORD and TENANT.
1.2 Improvements:
The terms "PREMISES" as defined in Section 1.1 above, shall not be deemed to
include any contents, furniture, fixtures, goods and other personal property
located or placed therein by the TENANT.
SECTION 2: TERM
2.1 Commencement Date:
This LEASE shall be effective upon its date of execution, but its term shall
not commence until 2 weeks after the date on which LANDLORD has substantially
completed the Improvements referred to in Section 8.1 below (hereinafter
referred to as the "COMMENCEMENT DATE").
2.2 Original Term:
The term of this LEASE shall begin on the COMMENCEMENT DATE and shall continue
for a period of 60 months, plus the period of time, if any, subsequent to the
COMMENCEMENT DATE but prior to the first day of the next full calendar month,
if such COMMENCEMENT DATE is not the first day of a calendar month (hereinafter
referred to as the "ORIGINAL TERM").
2.3 Renewal Term:
Provided that TENANT is not in default of this LEASE, TENANT shall have the
right to extend the term of this LEASE for 3 successive periods of 60 months
each by providing the LANDLORD with written notice of such election not less
than 6 months prior to the expiration of the then current term (each of which
renewal periods is hereinafter referred to as a "RENEWAL TERM" and all of which
are hereinafter collectively referred to as "RENEWAL TERMS"). Each such RENEWAL
TERM shall commence upon the expiration of the immediately preceding term.
2.4 Holding Over:
Should TENANT continue in possession of the PREMISES subsequent to the
termination of this LEASE, such holding over shall be considered an extension
of this LEASE for a period of one (1) month and so on from month to month until
terminated by either party hereto. All other terms and conditions of this
LEASE shall be in full force and effect during any such holding over period,
except the monthly rent payable during any
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such holding over period shall be double the monthly rent payable for the last
month of the term immediately preceding the holding over period.
SECTION 3: RENT
3.1 Base Rent:
TENANT hereby covenants and agrees to pay to the LANDLORD, as rent for the
PREMISES during the ORIGINAL TERM hereof, an amount of money equal to $14.65
per square foot per year for each square foot of space contained in the
PREMISES (hereinafter referred to as the "BASE RENT"). The parties acknowledge
that the amount of the BASE RENT was determined in part by the expected total
cost of construction of the OFFICE BUILDING, which the parties presently
anticipate will be approximately $3,410,825, inclusive of all land acquisition
costs; costs of materials, labor and improvements; and financing costs during
construction. In the event the actual total cost of construction is less than
$3,410,825, the BASE RENT will be reduced by 4.4 cents per square foot per year
for each $10,000 of difference between the actual cost of construction and the
projected cost of $3,410,825, but now below $14 per square foot. The exact
amount of the BASE RENT will be determined on or before the COMMENCEMENT DATE
by measuring the actual dimensions of the PREMISES and the actual total cost of
construction of the OFFICE BUILDING. The BASE RENT will be paid in equal
monthly installments, without setoff or deduction, on the first day of each
month during the ORIGINAL TERM and any RENEWAL TERM, beginning on the
COMMENCEMENT DATE, prorated on a per diem basis for partial months.
3.2 Increases in Base Rent:
The phrase "RENT ADJUSTMENT DATE" wherever used in this LEASE means the first
anniversary of the COMMENCEMENT DATE, if such date is the first day of a
calendar month, or the first day of the next full calendar month immediately
following the month in which the first anniversary of the COMMENCEMENT DATE
occurs if such date is not the first day of a calendar month. Commencing with
the first RENT ADJUSTMENT DATE and on each anniversary thereof, the BASE RENT
shall be increased in proportion to the percentage increase in the Consumer
Price INDEX for all urban consumers ("CPIU") presently published monthly by the
Bureau of Labor Statistics of the United States Department of Labor
(hereinafter referred to as the "INDEX") or such other price index as the United
States government may hereafter use in lieu of the aforementioned INDEX. The
aforementioned percentage increase in the INDEX shall be derived from a ratio
having as its denominator the INDEX for the month of previous year's RENT
ADJUSTMENT DATE and a numerator equal to the INDEX for the month of the current
year's RENT ADJUSTMENT DATE. In no event, however, will any annual adjustment
to the BASE RENT result in a reduction, nor an increase of more than 2%.
3.3 Additional Rent:
TENANT hereby acknowledges and agrees that LANDLORD shall incur various
charges, costs and expenses in conjunction with the operation and maintenance
of LANDLORD'S PROPERTY, particularly the OFFICE BUILDING, pursuant to this
LEASE (which
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charges, costs and expenses are hereinafter collectively referred to as
"OPERATING COSTS") which OPERATING COSTS are more fully described in "EXHIBIT
C", attached hereto and made a part hereof. TENANT hereby agrees that it shall
pay to LANDLORD, in addition to the rent hereinabove referred to, a portion of
such OPERATING COSTS, which portion shall be determined by a ratio having as
its numerator the total number of square feet contained in the PREMISES and as
its denominator, the total number of square feet contained in the OFFICE
BUILDING (which ratio is hereinafter referred to as "TENANT'S PRO RATA SHARE").
LANDLORD and TENANT hereby mutually acknowledge and agree that, as of the date
of execution of this LEASE, TENANT'S PRO RATA SHARE is 66 2/3%, the exact
amount of which shall be determined upon delivery of exclusive possession and
certified to in writing, which writing shall be signed by LANDLORD and TENANT.
Further, LANDLORD shall have the right to make a good faith estimate as to the
OPERATING COSTS which LANDLORD reasonably expects to incur within any calendar
year and provide TENANT with written notification of such estimate (as well as
reasonable detail concerning its calculation) and TENANT shall pay to LANDLORD
one-twelfth (1/12) of such annual estimate, together with TENANT'S rent,
without further notice or demand, based upon LANDLORD'S most recent notice of
TENANT'S PRO RATA SHARE of the OPERATING COSTS. LANDLORD'S preliminary estimate
of such OPERATING COSTS is $6.20 per square foot. LANDLORD shall, within three
(3) months after the close of each calendar year, provide TENANT with an
itemized statement setting forth the actual OPERATING COSTS incurred by the
LANDLORD during said calendar year, as well as TENANT'S PRO RATA SHARE thereof.
Should the total of the TENANT'S estimated monthly payments actually made for
such year be less than TENANT'S PRO RATA SHARE, TENANT shall pay to LANDLORD
the full amount of any such deficiency within one (1) month after the date of
receipt of LANDLORD'S itemized statement. Should the total of TENANT'S
estimated monthly payments actually made be greater than the TENANT'S PRO RATA
SHARE of the increase in such OPERATING COSTS, TENANT shall be entitled to a
credit for the full amount of any such excess, which credit shall be set off
against estimated monthly payments to be made in the future, unless the term of
this LEASE has expired, in which case, such credit shall be paid to TENANT at
the time of rendering the itemized statement. LANDLORD shall keep books and
records reflecting actual Operating Expenses as calculated in accordance with
generally accepted accounting principles consistently applied. TENANT shall
have the right, exercisable within one (1) month after receipt of LANDLORD'S
annual itemized statement, upon giving two (2) days prior written notice, at
any time during normal business hours, to audit, with accountants selected by
TENANT, LANDLORD'S books and records relating to OPERATING COSTS for the time
period covered in such statement. Any excess charge discovered as a result of
such audit shall be credited against future monthly installments of annual
estimates, unless the then term of this LEASE shall have expired, in which
event, the full amount of such excess shall be immediately paid to tenant.
3.4 Time and Method of Payment:
Except where herein otherwise specifically provided, all rent and other
charges, payable pursuant to this LEASE are payable on the first day of each
and every calendar month during the ORIGINAL TERM or any RENEWAL TERM hereof,
at LANDLORD'S
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business address or at such other place as LANDLORD may from time to time
designate. LANDLORD shall have the right to demand and receive rent payments,
as well as any other sums of money payable to LANDLORD by TENANT pursuant to
this LEASE, in the form of legal tender of the United States of America;
provided, however, that unless LANDLORD so elects, TENANT shall have the right
to pay all such sums by means of TENANT'S check, payable to the order of
LANDLORD or such other party as LANDLORD may from time to time designate.
3.5 Late Payments:
All rent and other charges payable pursuant to this LEASE which are not paid
when due shall bear interest at the rate of one and one-half percent (1-1/2%)
per month and such interest shall be prorated on a daily basis and payable from
the day of default up to and including the day of payment.
SECTION 4: INSURANCE
4.1 Tenant's Required Insurance Coverages:
TENANT shall, at TENANT'S sole cost and expense, maintain and keep in full
force and effect during the ORIGINAL TERM or any RENEWAL TERM hereof, the
following forms of insurance in accordance with the terms and conditions
hereinafter set forth:
4.1.1 Public Liability Coverage:
public liability insurance coverage in amounts not less than $1,000,000 with
respect to the injury or death of one (1) person and $1,000,000 with
respect to any one (1) accident or occurrence, and coverage in an amount
not less than $500,000 per accident or occurrence with respect to property
damage. The insurance policies referred to in this Section 4.1.1 shall each
name LANDLORD as an additional named insured; and
4.1.2 Personal Property Coverage:
insurance which provides coverage for any damage of destruction to TENANT'S
personal property, contents, goods, furniture and fixtures maintained on or
about the PREMISES in an amount not less than eighty percent (80%) of the
fair market value of such personal property, contents, goods, furniture and
fixtures.
4.2 Insurance Certificates and Policy Provisions:
TENANT shall provide LANDLORD with certificates of the insurance required
pursuant to Section 4.1 above, on or before the COMMENCEMENT DATE of the
ORIGINAL TERM and upon any and all renewals of such insurance policies. Each
such policy of insurance shall provide, by means of an appropriate endorsement,
that it shall not be cancelled without at lease one (1) month's prior written
notice to LANDLORD.
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4.3 Landlord's Insurance Obligations:
LANDLORD shall have the obligation to maintain and keep in full force and
effect during the ORIGINAL TERM or any renewal term hereof, the following forms
of insurance in accordance with the terms and conditions hereinafter set forth.
4.3.1 Fire and Extended Coverage:
fire and extended coverage insurance which affords protection against
casualty to the OFFICE BUILDING and any other improvements located upon
LANDLORD'S PROPERTY in an amount not less than the full insurable value
thereof, exclusive of foundations, excavations and similar items not
subject to exposure; and
4.3.2 Rental Income Coverage:
rental income insurance which affords protection against the loss of rent
and other sums of money payable by TENANT to LANDLORD pursuant to this
LEASE, which coverage shall be in an amount not less than the total of all
such sums which the TENANT would reasonably expect to pay to the LANDLORD
during any twelve (12) month period; and
4.3.3 Public Liability Coverage:
public liability insurance which provides coverage with respect to the
injury or death of persons, as well as damage or destruction to property,
which insurance policies shall have such limits or liability as LANDLORD
shall deem reasonably necessary.
4.4 Tenant's Obligation to Reimburse:
TENANT hereby acknowledges and agrees that all insurance costs incurred by
LANDLORD pursuant to this Section 4 shall be deemed to be OPERATING COSTS and
that TENANT shall pay TENANT'S PRO RATA SHARE thereof in accordance with the
terms and conditions set forth in this LEASE. Should TENANT store or maintain
any materials or equipment, or do or permit any acts to be done which result in
an increase in the rate or premium of any insurance coverage required to be
provided by LANDLORD pursuant to this LEASE, TENANT shall immediately reimburse
LANDLORD for the full amount of any such increase.
4.5 Mutual Waiver of Liability:
LANDLORD and TENANT each hereby waive against the other, to the extent of any
recovery under a policy of insurance, its respective right of recovery for any
personal injury or for any and all loss to its property, real or personal,
which may be damaged or destroyed by any hazard or peril whatsoever.
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4.6 Mutual Waiver of Subrogation:
LANDLORD and TENANT each hereby grant to the other, for and on behalf of any
insurance company providing any insurance coverage hereinabove required, a
waiver of any right of subrogation which any such insurance company may acquire
against the other party hereto by virtue of any loss sustained by such insurance
company.
SECTION 5: MAINTENANCE
5.1 Landlord's Maintenance Obligations:
LANDLORD shall provide or cause to be provided, for and on behalf of TENANT,
those maintenance and service functions specified in "EXHIBIT D", attached
hereto and made a part hereof. Further, LANDLORD shall maintain and make all
necessary structural repairs and replacements to the OFFICE BUILDING and all
other improvements, as well as the grounds and parking lot appurtenant thereto,
and located upon LANDLORD'S PROPERTY, provided that LANDLORD shall have
received actual notice that such repairs or replacements are necessary. TENANT
hereby acknowledges and agrees that all charges, costs and expenses incurred by
LANDLORD in conjunction LANDLORD'S performance of its obligations required
pursuant to this Section 5 shall be deemed to be OPERATING COSTS and that
TENANT shall pay TENANT'S PRO RATA SHARE thereof in accordance with the terms
and conditions set forth in this LEASE.
5.2 Tenant's Maintenance Obligations:
TENANT shall, at TENANT'S sole cost and expense, maintain the PREMISES and all
improvements located therein in the same condition in which they were received
or originally constructed, reasonable wear and tear, depreciation, damage and
loss from the elements, loss covered by insurance and other occurrences beyond
the reasonable control of the TENANT excepted. Further, TENANT shall maintain
the PREMISES and all other improvements located therein in a clean and sanitary
condition in accordance with all applicable federal, state, county and city
health, safety and sanitation laws, ordinances, regulations and rules and as
directed by the proper public officials during the ORIGINAL TERM or any RENEWAL
TERM hereof.
SECTION 6: TAXES
6.1 Real Estate Taxes:
LANDLORD hereby agrees to pay all real estate taxes and/or assessments (or any
other governmental charges or impositions made in lieu thereof) which are due
and payable during the ORIGINAL TERM or any RENEWAL TERM hereof, and which are
levied, assessed or imposed upon the LANDLORD'S PROPERTY and/or any
improvements located thereon (hereinafter referred to as "TAXES"). TENANT
hereby acknowledges and agrees that all TAXES shall be deemed to be OPERATING
COSTS and that TENANT
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shall pay TENANT'S PRO RATA SHARE thereof in accordance with the terms and
conditions set forth in this LEASE.
6.2 Other Taxes:
TENANT shall pay, prior to delinquency, all taxes, assessments, license fees,
and other public charges levied, assessed or imposed or which became payable
during the ORIGINAL TERM or any RENEWAL TERM hereof, with respect to any trade
fixtures, furnishings, equipment and all other personal property of TENANT
installed or located on the PREMISES.
SECTION 7: UTILITIES
7.1 Tenant's Submetered Utilities:
LANDLORD shall cause those utilities more fully described in "EXHIBIT E",
attached hereto and made a part hereof, to be delivered to the PREMISES,
separately submetered and the account to be maintained in TENANT'S name so that
the providing utility may issue its bills therefor directly to TENANT for
TENANT'S consumption thereof. TENANT shall pay, prior to delinquency, all
charges for any such utilities used by TENANT in occupying the PREMISES.
7.2 Common Utilities:
TENANT hereby acknowledges and agrees that, any utilities used by TENANT which
are not submetered as set forth in Section 7.1 above, together with TENANT'S
PRO RATA SHARE of any and all utilities charges incurred by LANDLORD with
respect to the maintenance, management and operation of LANDLORD'S PROPERTY,
the OFFICE BUILDING and any and all other improvements located upon LANDLORD'S
PROPERTY, shall be billed to TENANT by LANDLORD and TENANT shall pay TENANT'S
PRO RATA SHARE thereof within one (1) month after receipt of LANDLORD'S
statement therefor.
SECTION 8: CONSTRUCTION AND ALTERATION OF IMPROVEMENTS, ETC.
8.1 Landlord's Leasehold Improvements:
LANDLORD shall cause to be made or constructed such improvements to the
PREMISES as are more fully described in "EXHIBIT F", a copy of which is
attached hereto and made a part hereof (hereinafter referred to as the "TENANT
IMPROVEMENTS"). LANDLORD agrees to use its best efforts to cause the completion
of all of said TENANT IMPROVEMENTS prior to November 1, 1997, and TENANT agrees
that any TENANT IMPROVEMENTS which are not then completed and the completion of
which will not unreasonably interfere with TENANT'S use or occupancy of the
PREMISES will not delay TENANT'S obligation to pay rent pursuant to this LEASE.
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8.2 Alterations and Improvements:
TENANT shall not make any alterations or improvements to the PREMISES without
the prior written consent of the LANDLORD, which consent may, in the LANDLORD'S
sole and absolute discretion, be withheld. Further, TENANT shall not make any
structural alterations, modifications or improvements, nor install any
equipment, fixtures or other personal property, with or without the LANDLORD'S
consent, which shall impair the structural soundness of the PREMISES or the
OFFICE BUILDING.
8.3 Fixtures and Personal Property:
TENANT may, at TENANT'S sole cost and expense, install within the PREMISES such
contents, equipment, fixtures, furniture, goods and other personal property as
TENANT deems necessary for the conduct of TENANT'S business. LANDLORD hereby
agrees that any contents, equipment, fixtures, furniture, goods and other
personal property owned or leased by TENANT are the personal property of TENANT
and may be removed by TENANT on or before the expiration date of this LEASE, at
TENANT'S sole cost and expense, provided that such removal does not impair or
damage the PREMISES or the OFFICE BUILDING, unless TENANT shall immediately
repair and restore, at TENANT'S sole cost and expense, any impairment or damage
resulting from such removal.
SECTION 9: USE
9.1 Permitted Use:
The PREMISES and all improvements located thereon shall be used primarily for
general office purposes in conjunction with the conduct of TENANT'S business,
presently providing computer software consulting services (hereinafter referred
to as "TENANT'S USE") in the normal course of business and in accordance with
the terms and conditions set forth in this LEASE and for no other purpose or
use whatsoever without the prior written consent of LANDLORD, which consent may
not be unreasonably withheld or delayed.
9.2 Prohibited Uses:
TENANT shall not use or occupy, or permit the use or occupancy of the PREMISES,
in any unlawful manner or for any illegal purpose or in such manner as might
constitute a nuisance or violate the terms and conditions of this LEASE or of
any certificate of occupancy applicable to the PREMISES or for any purpose or
in any manner liable to cause structural injury to the PREMISES or OFFICE
BUILDING. TENANT shall not use or occupy or permit the use or occupancy of the
PREMISES or any improvements located thereon for other than purposes of a
nature and to an extent permitted by the codes, laws, ordinances, regulations
and rules of all applicable governmental authorities.
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SECTION 10: COMMON AREAS
10.1 Access to Common Areas:
The TENANT, its agents, assigns, customers, designees, employees, guests,
invitees, licensees, representatives, servants, successors, tenants, visitors
and others, shall have the right to use all driveways, hallways, general surface
parking areas, sidewalks and other common areas and facilities on or about
LANDLORD'S PROPERTY, jointly with other tenants.
10.2 Noninterference:
Neither TENANT nor its agents, assigns, customers, designees, employees,
guests, invitees, licensees, representatives, servants, successors, tenants,
visitors or others, shall use any of the aforementioned common areas and
facilities in a manner which obstructs or interferes with a reasonable use
thereof by others, and TENANT shall cooperate with LANDLORD and LANDLORD'S
agents in seeking to preclude anyone from using said common areas or facilities
in an obstructing or interfering manner.
SECTION 11: DAMAGE AND DESTRUCTION
11.1 Definitions:
The following definitions apply with respect to this Section 11 entitled
"Damage and Destruction".
11.1.1 Partial Destruction Defined:
The term "PARTIAL DESTRUCTION" wherever used herein shall be deemed to mean
the occurrence of an event which results in a portion of the PREMISES
and/or other improvements located in the PREMISES being damaged or
destroyed to an extent that TENANT remains able to conduct some, though
perhaps not all, of the business on the PREMISES which TENANT conducted
immediately prior to the occurrence of such PARTIAL DESTRUCTION.
11.1.2 Total Destruction Defined:
The term "TOTAL DESTRUCTION" wherever used herein shall be deemed to mean
the occurrence of an event which results in the damage and destruction to
all or a portion of the PREMISES and/or other improvements located in the
PREMISES such that TENANT is no longer able to conduct any of the business
on the PREMISES which TENANT conducted immediately prior to the occurrence
of such TOTAL DESTRUCTION.
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11.2 Partial Destruction:
In the event of a PARTIAL DESTRUCTION, TENANT shall immediately notify LANDLORD
of the occurrence thereof and LANDLORD shall proceed with all due diligence to
repair and restore the damaged portion of the PREMISES and/or other
improvements located in the PREMISES which were originally constructed or
installed by LANDLORD to their same condition as it existed immediately prior
to the occurrence of such event of PARTIAL DESTRUCTION; provided, however, that
LANDLORD shall have received sufficient insurance proceeds with which to do so.
All terms and conditions of this LEASE shall remain in full force and effect,
except that the rent which TENANT is required to pay pursuant to Section 3
above shall be equitably abated in proportion to the damaged proportion of the
PREMISES which is unfit for TENANT'S use and occupancy during the period of
such repair and reconstruction.
11.3 Total Destruction:
In the event of a TOTAL DESTRUCTION, the following provisions shall apply.
11.3.1 Prior to Last Year of Term:
Upon the occurrence of an event of TOTAL DESTRUCTION at a time when there
remains one (1) or more years on the then unexpired term of this LEASE,
LANDLORD shall proceed with all due diligence to repair and restore the
damaged portion of the PREMISES and/or other improvements located in the
PREMISES which were originally constructed or installed by LANDLORD to
their same condition as it existed immediately prior to the occurrence of
such event of TOTAL DESTRUCTION; provided, however, that LANDLORD shall
have received sufficient insurance proceeds with which to do so. This
LEASE shall remain in full force and effect except that the then unexpired
term of this LEASE shall be extended for the period of time equal to that
which is necessary to complete such repair and reconstruction and the rent
which TENANT is otherwise required to pay pursuant to Sections 3.1, 3.2 or
3.3 above, shall be totally abated during such repair and reconstruction
period. Upon the completion of such repair and reconstruction, TENANT'S
obligation to pay rent shall resume for the duration of the then unexpired
term of this LEASE.
11.3.2 Within the Last Year of Term:
Upon the occurrence of an event of TOTAL DESTRUCTION within the last one
(1) year of the then unexpired term of this LEASE and unless TENANT
exercises an option to extend the ORIGINAL TERM of this LEASE, either
LANDLORD or TENANT shall have the right to terminate this LEASE by
providing the other party with written notice of such election within
one (1) month after the date of occurrence of an event of TOTAL
DESTRUCTION. Should this LEASE not be so terminated, such event of TOTAL
DESTRUCTION shall be treated as though it had occurred prior to the last
year of the then unexpired term of this LEASE and the terms and conditions
set forth in Section 11.3.1 above shall apply.
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SECTION 12: APPROPRIATION AND CONDEMNATION
12.1 Appropriation Proceedings Defined:
The term "APPROPRIATION PROCEEDINGS" wherever used herein shall be deemed to
mean that all or any part of LANDLORD'S PROPERTY is made subject to any
proceeding by public authority or any other body vested with the power of
eminent domain, or in any way made subject to acquisition for public or
quasi-public purposes or uses, by appropriation, condemnation, the exercise of
the power of eminent domain, or otherwise or that a portion of LANDLORD'S
PROPERTY be made the subject thereof and which would result in an adverse
material effect upon the rights of TENANT under this LEASE.
12.2 Lease Terminated:
In the event of the institution of APPROPRIATION PROCEEDINGS, this LEASE shall
terminate as of the date of the actual taking by the condemning authorities.
The compensation award for any taking, whether for the whole or a portion of
the PREMISES, shall be the sole property of LANDLORD, whether such compensation
is awarded for diminution in the value or loss of the fee, or otherwise, and
TENANT hereby assigns to LANDLORD all of TENANT'S rights and title to and
interest in any such compensation award; provided, however, the TENANT shall be
entitled to pursue a separate action against the appropriating authority for:
the unamortized portion of any leasehold improvements installed by TENANT in
the PREMISES; the cost of removal of any leasehold improvements, fixtures and
other improvements installed by or at the expense of TENANT; TENANT'S
relocation expenses; and any separate award made by the appropriating authority
directly to TENANT, provided it does not reduce the award to LANDLORD.
SECTION 13: ADDITIONAL COVENANTS AND REPRESENTATIONS
13.1 Tenant's Additional Covenants and Representations:
The following covenants and representations are made by TENANT for the benefit
of LANDLORD.
13.1.1 Assignment and Subletting;
TENANT agrees not to assign this LEASE, or any interest therein, and not to
sublet the PREMISES, or any part thereof, without first obtaining the
written consent of LANDLORD, which consent shall not be unreasonably
withheld or delayed. The consent of the LANDLORD with respect to any of
the foregoing events must be obtained in each and every instance thereof.
TENANT shall, in the event of any assignment or subletting, permitted or
otherwise, remain liable as TENANT under this LEASE for the full
performance of all of the agreements, conditions, covenants and terms
herein contained, especially the payment of rent and
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other sums due pursuant to this LEASE, which must, unless the LANDLORD
otherwise elects in writing, be made directly to LANDLORD by TENANT,
notwithstanding any assignment or subletting.
13.1.2 Cessation of Services:
TENANT hereby agrees that LANDLORD shall not be liable to anyone for
cessation of any of the services the LANDLORD is required to provide under
this LEASE for any reason beyond the reasonable control of LANDLORD,
including, but not limited to, public utility services, heating,
ventilating and/or air conditioning, office cleaning, inability to
obtain fuel, electricity, service or supplies from the sources from which
they are usually obtained, or failures in the equipment used to provide
such services. Any such interruption of any of the above services shall
never be deemed an eviction or disturbance of the TENANT'S use or
occupancy of the PREMISES or any part thereof, or render the LANDLORD
liable to the TENANT for damages, or relieve the TENANT from performance
of the TENANT'S obligations under this LEASE, unless such interruption is
caused by LANDLORD. However, LANDLORD shall promptly take the necessary
steps to terminate such interruptions as expeditiously as possible under
the circumstances.
13.1.3 Compliance With Law:
TENANT shall, at its sole cost and expense, but subject to its right to
contest the validity thereof, promptly comply with the requirements of
every applicable statute, law, ordinance, fire regulation, and with every
applicable lawful regulation and order concerning the condition and
maintenance of the PREMISES to the extent that TENANT is obligated to
repair and maintain the same and with respect to the TENANT'S use or
occupancy of the PREMISES.
13.1.4 Encumbrances, Liens and Mortgages:
TENANT hereby agrees that TENANT shall not alienate, assign, encumber,
hypothecate, mortgage, pledge or otherwise permit any liens to attach to
the PREMISES, the OFFICE BUILDING and/or LANDLORD'S PROPERTY without the
prior written consent of the LANDLORD, which consent may, in the sole and
absolute discretion of the LANDLORD, be withheld. Further, TENANT hereby
covenants and agrees to promptly pay when due all claims for labor and/or
materials furnished in connection with TENANT'S maintenance, occupancy and
use of the PREMISES and TENANT shall not permit or suffer any liens or
encumbrances to attach thereto and shall indemnify, defend and save
LANDLORD harmless from and against any and all actions, causes of action,
claims, damages, expenses, judgments, liabilities and losses whatsoever
(including LANDLORD'S attorney's fees) resulting therefrom.
13.1.5 Landlord's Liability:
All trade fixtures, equipment, inventory and all other personal property
belonging to TENANT, its agents, assigns, customers, designees, employees,
guests, invitees,
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licenses, representatives, servants, successors, tenants, visitors and
others, located in or about the PREMISES, shall be at the sole risk of
TENANT, and LANDLORD shall not be liable for theft or misappropriation
thereof, nor for any damage or injury thereto, nor for any damage or
injury to TENANT, its agents, assigns, customers, designees, employees,
guests, invitees, licensees, representatives, servants, successors,
tenants, visitors and others, or to other persons; nor shall LANDLORD be
liable for any damage or injury to any property or person as a result of
fire, explosion, wind, snow, frost, steam, gas, electricity, any acts of
God, heat or cold, dampness, falling plaster and/or ceilings, sewers or
sewage odors, noise, leaks from any part of the building or by the
bursting or leaking of pipes, plumbing, electrical wiring and equipment
and fixtures of all kinds, or by any act or neglect of any tenant or any
person. Anything in this LEASE to the contrary notwithstanding, the
maximum liability which the TENANT or any party claiming by, through or
under TENANT, may impose upon the LANDLORD by reason of any agreement,
condition, covenant, provision or term contained in this LEASE or any
other document executed in connection herewith or any exhibits attached
hereto, shall be limited to the interest of the LANDLORD in and to the
PREMISES and, except to the extent of such interest, no party shall
institute any action, claim, demand or suit at law or in equity against
the LANDLORD, its agents, employees or representatives.
13.1.6 Right of Entry:
LANDLORD, its agents, employees, and subcontractors shall have the right
to enter upon the PREMISES at all reasonable hours for the purpose of
inspecting and/or making any repairs thereto. No such entrance shall be
deemed or held to be an ejectment, eviction, or dispossession, actual or
constructive, of TENANT, and LANDLORD shall incur no liability by reason
thereof.
13.1.7 Subordination, Nondisturbance and Attornment:
TENANT hereby agrees that LANDLORD shall have the right at any time, and
from time to time, to create any mortgage(s) or security interest(s) in
favor of any person(s) or entity(ies) for any reasons whatsoever, which
mortgage(s) or security interest(s) shall be wholly superior to the rights
of the TENANT pursuant to this LEASE. TENANT hereby agrees that it shall,
upon demand, execute any and all documents or instruments deemed necessary
or advisable by LANDLORD for the purpose of subjecting or subordinating
this LEASE and all rights conferred upon TENANT pursuant to this LEASE to
any such mortgage(s) or security interest(s) and should TENANT fail to
execute any such documents or instruments within two (2) weeks after
receipt thereof, LANDLORD shall have the right to do so for and on behalf
of TENANT as TENANT'S attorney-in-fact. However, LANDLORD hereby agrees
that any such document or instrument necessary for the purpose of
subordinating this LEASE shall provide that, if this LEASE is in full
force and effect, the right to exclusive possession of the PREMISES by the
TENANT and all of TENANT'S rights arising out of this LEASE shall not be
affected or disturbed by reason of the exercise by anyone of any rights
conferred pursuant to any such mortgage(s) or security interest(s). Should
any party acquire title to the PREMISES
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pursuant to the exercise of any rights conferred by such mortgage(s) or
security interest(s) this LEASE shall not be terminated or affected due to
a foreclosure or sale, or similar proceedings, rather any such party shall
be vested with the rights and obligations conferred upon the LANDLORD
pursuant to this LEASE. TENANT hereby agrees to attorn to any such
mortgagee or other person or entity as its new landlord, and this LEASE
shall continue in full force and effect as a direct lease between TENANT
and any new landlord, or such other person or entity, upon all agreements,
conditions, covenants and terms herein set forth. Further, TENANT hereby
agrees that it shall, upon demand by LANDLORD, execute an estoppel
certificate, in form and substance satisfactory to LANDLORD, for the
purpose of acknowledging any and all terms and conditions contained in
this LEASE, acknowledging that no condition of default exists with respect
thereto, if true, and acknowledging such other facts and circumstances as
LANDLORD may reasonably require.
13.2 Landlord's Additional Covenants and Representations:
The following covenants and representations are made by LANDLORD for the benefit
of TENANT.
13.2.1 Landlord's Title:
LANDLORD hereby represents that, prior to the COMMENCEMENT DATE, LANDLORD
will be the true and lawful owner of LANDLORD'S PROPERTY, the OFFICE
BUILDING and the PREMISES and LANDLORD has full power and authority
to make and enter into this LEASE.
13.2.2 Quiet Enjoyment:
LANDLORD covenants that upon TENANT'S paying the rent and observing and
performing all the covenants and conditions of this LEASE on TENANT'S part
to be observed and performed, TENANT may peacefully and quietly enjoy the
PREMISES, subject to the terms and conditions of the LEASE.
13.2.3 Underground Parking:
TENANT shall be entitled to the exclusive use of its PRO RATA SHARE of the
total number of automobile parking spaces located in the OFFICE BUILDING'S
underground garage parking area; 6 of which shall be free of charge and
the others shall be rented at the prevailing rate applicable to all
tenants in the OFFICE BUILDING.
13.2.4 Building Name:
LANDLORD acknowledges that TENANT occupies the largest premises in the
OFFICE BUILDING, that this LEASE is the first lease of space by any tenant
in the OFFICE BUILDING and that TENANT'S agreement to execute this LEASE
and locate in the OFFICE BUILDING was based in part upon obtaining the
right to
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select the name by which the OFFICE BUILDING will be commonly known during
the ORIGINAL TERM and any RENEWAL TERM. Accordingly, LANDLORD grants to
TENANT the right to select or approve the name by which the OFFICE
BUILDING will be commonly known during the ORIGINAL TERM and any RENEWAL
TERM.
13.2.5 Tenant's Exclusive Use:
LANDLORD acknowledges that TENANT occupies the largest premises in the
OFFICE BUILDING, that this LEASE is the first lease of space by any tenant
in the OFFICE BUILDING and that TENANT'S agreement to execute this LEASE
and locate in the OFFICE BUILDING was based in part upon obtaining the
right to be the only tenant in the OFFICE BUILDING whose primary business
is TENANT'S USE. Accordingly, LANDLORD agrees not to execute a lease with
any other tenant for space in the OFFICE BUILDING if such tenant is
engaged in a business similar to TENANT'S USE. Further, LANDLORD agrees
not to permit the assignment or subleasing by any tenant in the OFFICE
BUILDING of such tenant's rights under its lease to any party whose
business is similar to TENANT'S USE.
SECTION 14: DEFAULT
14.1 Conditions of Default:
This LEASE is made upon the condition that TENANT shall punctually and
faithfully perform all of its covenants and agreements as herein set forth.
Specifically, TENANT shall be in default of this LEASE upon the occurrence of
any of the following events:
14.1.1 Monetary Default:
TENANT fails to pay rent, or additional rent, or any additional charge or
amount of money to be paid by TENANT when and as provided in this LEASE,
and such failure shall continue uncorrected for a period of ten (10) days
after notice: or
14.1.2 Nonmonetary Default:
TENANT fails to promptly and fully perform and observe any of the terms
and conditions of this LEASE to be performed or observed by TENANT and not
relating to the payment of money and if such failure shall continue
uncorrected for a period of one (1) month after LANDLORD'S written notice
thereof to TENANT, unless any such last-mentioned failure cannot
reasonable be corrected within said one (1) month period, provided TENANT
shall have commenced in good faith to correct such failure within said one
(1) month period and shall proceed with all due diligence to continue to
correct such failure thereafter: or
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14.1.3 Solvency:
TENANT suffers any execution, attachment or other order of any court to be
issued upon or against the interest of TENANT in this LEASE and the same
shall continue for a period of one (1) month after TENANT receives notice
thereof; or if TENANT files a petition in bankruptcy or at such time as
TENANT voluntarily takes advantage of any bankruptcy, insolvency, or other
laws for the relief of debtors, is finally adjudicated bankrupt, or if a
petition or an answer is filed proposing the adjudication of TENANT as a
bankrupt, then when TENANT shall consent thereto or sixty (60) days after
the filing thereof, unless the same shall have been discharged or denied
prior thereto; or if TENANT makes an assignment for the benefit of
creditors.
14.2 Remedies for Default:
In the event TENANT defaults as set forth in Section 14.1 above, then and in
such event, in addition to any and all other rights and remedies allowed by law
and equity, LANDLORD may at its option, with notice, declare this LEASE
terminated, reenter and take possession of the PREMISES as provided in Section
15 below, and relet the PREMISES, or any part thereof, on such terms, conditions
and rental as LANDLORD may be commercially reasonable and apply the proceeds of
such reletting, after the deduction of LANDLORD'S costs and expenses, to the
rent reserved under this LEASE and hold TENANT liable for any balance of the
rent and other charges reserved hereunder which may remain unsatisfied or
unpaid.
SECTION 15: SURRENDER
15.1 Repossess Premises:
Upon the termination of this LEASE, or upon the termination of TENANT'S right to
possession of the PREMISES without the termination of this LEASE, TENANT shall
surrender possession and vacate the PREMISES immediately, and LANDLORD may
reenter into and repossess the PREMISES, and remove all persons and property
therefrom in the name manner and with the same right as if this LEASE had not
been made.
15.2 Tenant's Property:
Any and all property which may be removed from the PREMISES by LANDLORD
pursuant to Section 15.1 above, may be handled, removed, stored or otherwise
disposed of by LANDLORD at the sole risk, cost and expense of TENANT, and
LANDLORD shall in no event be responsible or liable for the preservation or the
safekeeping thereof. TENANT shall pay to LANDLORD, upon demand, any and all
expenses incurred by LANDLORD in removing and storing such property. If any
property shall remain on the PREMISES or in the possession of LANDLORD, and
shall not be retaken by TENANT within a period of one (1) month from and after
the time when the PREMISES are either abandoned or vacated by TENANT or
repossessed by LANDLORD, said property shall conclusively be deemed to have
been forever abandoned by TENANT.
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SECTION 16: UNAVOIDABLE DELAYS
16.1 Extraordinary Conditions:
The provisions of this Section 16 shall be applicable if there shall occur,
during the ORIGINAL TERM or any RENEWAL TERM thereof, any strikes, lockouts or
labor disputes; or inability to obtain labor or materials, or reasonable
substitutes therefor beyond the reasonable control of the party obligated to
perform; or acts of God, governmental restrictions, regulations or controls,
enemy or hostile government action, civil commotion, fire or other casualty, or
other conditions similar or dissimilar to those enumerated above beyond the
reasonable control of the party obligated to perform (each of which is
hereinafter referred to as an "EXTRAORDINARY CONDITION").
16.2 Excused Nonperformance:
Should LANDLORD or TENANT fail, as a result of any EXTRAORDINARY CONDITION, to
perform any obligation on their part to be performed pursuant to this LEASE,
such failure shall be excused and not be deemed to be a breach of this LEASE by
the party obligated to perform; provided, however, that the party obligated to
perform shall have provided the other party to this LEASE with written notice
of such event within ten (10) days after the occurrence thereof. Should any
right or option of either party to this LEASE to take any action under or with
respect to this LEASE be conditioned upon the same being exercised within any
prescribed period of time or before a certain date, such prescribed period of
time or such certain date shall be deemed to be extended or delayed for a
period of time equal to the delay occasioned by such EXTRAORDINARY CONDITION.
SECTION 17: MISCELLANEOUS
17.1 Additional Acts:
The LANDLORD and TENANT hereby mutually agree to execute, acknowledge and
deliver any and all such other agreements, documents, and instruments and to do
and perform any and all other acts and things as may be reasonably necessary
and proper to consummate the transaction contemplated by this LEASE.
17.2 Attorney's Fees:
If any legal action is necessary to enforce the terms and conditions of this
LEASE, the prevailing party shall be entitled to its reasonable attorney's fees
and costs after all appeals have been exhausted and a judgment is final, which
fees and costs shall be in addition to any other relief to which the prevailing
party might be entitled.
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HAZARDS") located or stored above, around, beneath or upon the PREMISES or
LANDLORD'S PROPERTY and shall indemnify, defend and hold TENANT harmless from
and against any and all cost, damage, expense or liability whatsoever
(including TENANT'S reasonable legal fees) with respect to LANDLORD'S breach of
the foregoing representation or such ENVIRONMENTAL HAZARDS not caused by
TENANT, its agents, assigns, employees, guests, invitees, subcontractors and
successors, other than as set forth in the REPORT. TENANT agrees not to do or
permit any activities at the PREMISES or LANDLORD'S PROPERTY which would create
or constitute ENVIRONMENTAL HAZARDS and shall indemnify, defend and hold
LANDLORD harmless from and against any and all cost, damage, expense or
liability whatsoever (including LANDLORD'S reasonable legal fees) with respect
to ENVIRONMENTAL HAZARDS created due to the acts or omissions of TENANT, its
agents, assigns, employees, guests, invitees, subcontractors and successors.
17.8 Merger and Amendment:
This LEASE, together with all exhibits attached hereto and agreements executed
in connection herewith (including exhibits attached thereto) supersedes any and
all other agreements, either oral or in writing, between the parties hereto
with respect to the leasing of the PREMISES and contains all of the agreements,
covenants and other obligations between the parties hereto with respect to such
transactions. No alterations, modifications or waivers of this LEASE Agreement,
or any exhibits attached hereto, or any agreements executed in connection
herewith (including exhibits attached thereto) shall be valid unless in writing
and duly executed by all parties hereto.
17.9 Notices:
Unless otherwise herein specifically provided, all acceptances, consents,
demands, elections, notices, offers, requests and other communications required
pursuant to this LEASE shall be in writing and shall be either hand-delivered
(with appropriate proof of delivery), sent via electronic facsimile (FAX) or
sent by certified mail, postage prepaid, return receipt requested. All such
notices shall be deemed given as of the date of receipt by the addressee or
three (3) days after the date of postmark of mailing, whichever shall first
occur. Changes of address shall be designated by written notice. All such
notices shall be addressed as follows:
if to LANDLORD: Place Renaissance, Ltd.
c/o Chelm Properties Incorporated
00000 Xxxxxx Xxxx
Xxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxx, President
(VOX: 216-439-4300)
(FAX: 000-000-0000)
if to TENANT: Xxxxxx, Xxxxxxxx & Assoc., Inc.
Suite 390, Signature Square
00000 Xxxxxxx Xxxxxxxxx
00
00
Xxxxxxxxx, Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx, President
(VOX: 216-831-6240)
(FAX: 000-000-0000)
with a copy to: Xxxx, Xxxxxxx & Xxxxxxx
Suite 250, Corporate Circle
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Attn: Xxxxx X. Xxxxxxx, Esq.
(VOX: 216-464-3030)
(FAX: 000-000-0000)
17.10 Recording:
This LEASE may not be recorded; however, the parties hereto agree, at the
request of either of them, to execute a memorandum of lease or so-called short
form lease for recording, containing the names of the parties, the legal
description of the PREMISES, the ORIGINAL TERM of this LEASE and any other
information necessary for recording purposes.
17.11 Rules:
LANDLORD reserves the right to make such additional rules and regulations which
may be needful for the care, cleanliness and safety of the PREMISES, which
rules and regulations shall be binding upon the parties hereto as if inserted
herein at the time of the execution of this LEASE, provided that such rules and
regulations are not inconsistent with the terms and conditions of this LEASE.
17.12 Signs:
LANDLORD shall provide TENANT with a sign or signs which LANDLORD customarily
provides to other tenants in the OFFICE BUILDING for the purpose of indicating
that TENANT is occupying the PREMISES.
17.13 Successors and Assigns:
It is agreed that each and every agreement, condition, covenant and term herein
contained will extend to and be binding upon the respective administrators,
assigns, executors, heirs, representatives and successors of this parties
hereto.
17.14 Waiver:
No receipt of money by the LANDLORD from the TENANT with knowledge of the
breach of any condition, covenant or provision of this LEASE, or after the
termination hereof, or after final judgment for possession of the PREMISES,
shall be deemed to be a waiver of any such breach, nor shall it reinstate,
continue or extend the ORIGINAL TERM or any RENEWAL TERM hereof, or effect any
notice, demand, or suit. Any
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waiver or release by either LANDLORD or TENANT must be in writing and must be
signed by the party against whom enforcement is sought.
IN WITNESS WHEREOF, the parties hereto have executed this OFFICE LEASE
BETWEEN PLACE RENAISSANCE, LTD., AND XXXXXX, XXXXXXXX & ASSOC., INC., as of the
month, day and year first written above.
L A N D L O R D :
Signed in the presence of the Place Renaissance, Ltd.
following witnesses as to the a limited liability company formed
parties executing as LANDLORD: pursuant to the Laws of the State of Ohio
by: Chelm Properties IIIK, Ltd.
its Managing Member
/s/ Xxxxx Xxxxxxx
by: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
its Managing Member
/s/ (Illegible)
T E N A N T :
Signed in the presence of the Xxxxxx, Xxxxxxxx & Assoc., Inc.,
following witnesses as to both a profit corporation formed pursuant
parties executing as TENANT: to the laws of the State of Ohio
/s/ Xxxxx Xxxxxxx
by: /s/ Xxxxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx, President
/s/ Xxxxxxxx Xxxxxxxx
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11/17/97
AMENDMENT TO LEASE
AGREEMENT, made this 21 day of November, 1997, by and between Place
Renaissance, Ltd., an Ohio limited liability company, ("Landlord") and Xxxxxx,
Xxxxxxxx & Assoc., Inc., an Ohio profit corporation, ("Tenant").
WITNESSETH:
WHEREAS, by Lease dated January 3, 1997 Landlord leased to Tenant
certain space located on the second and third floors of the building at 0000
Xxxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxx 00000, containing approximately
17,235 square feet of space (the "Leased Premises").
WHEREAS, Landlord and Tenant have agreed to add additional square
footage to the Tenant's Demised Premises as hereinafter provided;
NOW THEREFORE, the parties hereby mutually covenant and agree as
follows:
1. Beginning on July 1, 1998, the Premises will be expanded to include
an additional 8,434 square feet of rentable space for a total square footage of
25,669 square feet.
2. Rent for the additional 8,434 square feet shall be an amount equal
to $15.50 per square foot per year. This amount shall be adjusted on the Rent
Adjustment Date and each anniversary thereof per the terms of section 3.2 of
the original Lease dated January 3, 1997.
3. Beginning on July 1, 1998, Tenant's Pro Rata Share of Operating
Costs in section 3.3 of the Lease dated January 3, 1997 shall be changed from
66 2/3% to 100%.
4. Tenant shall receive an allowance of $19.15 for each square foot of
space contained in the first floor of space in the Premises based on
approximately 8,434 square feet. Any costs for tenant Improvements in excess of
said allowance shall be paid by Tenant. Landlord and Tenant agree that the
plans and specifications for the Tenant Improvements will be itemized in
writing, which writing will be signed by Landlord and Tenant and attached as an
exhibit to this Amendment prior to the commencement of construction.
5. Except as herein otherwise provided, in all other respects, the
terms and conditions contained in the
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Lease dated January 3, 1997 shall remain in full force and effect during the
remaining term of the Lease.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
this 24th day of November, 1997, as to Landlord and the 21st day of November,
1997 as the Tenant.
Signed in the Presence of: LANDLORD: PLACE RENAISSANCE, LTD.
/s/ Xxxxx Xxxx /s/ Xxxxx Cheln
-------------------------------- --------------------------------
/s/ Xxxxxxx Xxxx Managing Member
-------------------------------- --------------------------------
Signed in the Presence of: TENANT; XXXXXX, XXXXXXXX &
ASSOC., INC.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
/s/ X. Xxxxxxx Executive Vice President
-------------------------------- --------------------------------
STATE OF OHIO )
) SS.
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