EXHIBIT 10.8
OFFICE LEASE
1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS
1.01 BASIC LEASE PROVISIONS
A. BUILDING AND PREMISES ADDRESS:
FLOORS 6 and 7
00 XXXXX XXXXXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000
B. LANDLORD AND ADDRESS:
U.S. EQUITIES REALTY, INC.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
as Agent for the beneficiary of LaSalle National
Bank, not personally, but as Trustee under Trust
Agreement dated March 1, 1983, and known as Trust
No. 106020.
C. TENANT AND CURRENT ADDRESS:
Illinois State Medical Inter-Insurance Exchange
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00 Xxxx Xxxxxx Xxxxxx
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Xxxxxxx, Xxxxxxxx 00000
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Attention: Xxxxxxxx X. Xxxxxxxx
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D. DATE OF LEASE EXECUTION: July 29 , 1983
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E. LEASE TERM: Ten Years and Two (2) Five (5) Year
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Options
F. COMMENCEMENT DATE OF TERM: Section 2.02
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G. EXPIRATION DATE OF TERM: November 30, 1994
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H. MONTHLY BASE RENT: Sixty Three Thousand Two
Hundred Eight and 24/100 Dollars---($63,208.34)
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(subject to adjustment as
provided herein)
I. RENTABLE AREA OF THE PREMISES: 41,000 square feet
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J. SECURITY DEPOSIT: None
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($ )
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K. ANNUAL BASE OPERATING EXPENSE Five and 50/100
Dollars-----------------------------($5.50)
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per square foot of rentable area
1.02 ENUMERATION OF EXHIBITS
The exhibits set forth below and attached to this Lease are
incorporated in this Lease by this reference:
EXHIBIT A -- Plan of Premises
EXHIBIT B -- Legal Description
EXHIBIT C -- Rules and Regulations
EXHIBIT D -- Non-Disturbance Agreement
EXHIBIT E -- Permitted Exceptions
2. PREMISES AND TERM
2.01. LEASE OF PREMISES
Landlord hereby leases to Tenant and Tenant hereby accepts the premises
(the "Premises") shown on Exhibit A which are contained in the commercial
building (the "Building") situated on the premises ("Land") legally
described in Exhibit B and commonly known as 00 Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx, 00000 for the term and upon the conditions provided in
this lease ("Lease").
2.02 TERM
The term of this Lease (the "Term") shall commence on the date (the
"Commencement Date") which is the earlier to occur of:
(i) the date the Premises are "ready for
occupancy" (as hereinafter defined); The Premises will be
deemed "ready for occupancy" under the terms of this Lease
when the Landlord has substantially completed all work to be
performed pursuant to the: (i) Work Letter of even date
herewith and attached hereto "Work Letter"); and (ii) plans
and specifications dated July 18, 1983 and prepared by Xxxxx
Hartrey Associates (the "Building Plans and Specifications")
to the extent of exterior work to the Building and lobby area
on the ground floor of the Building and operatability of
elevators. The Landlord covenants that the Premises shall be
ready for occupancy not later than December 1, 1984. In the
event a dispute arises as to whether or not the Premises are
ready for occupancy, the joint decision of Landlord's
architect and Tenant's architect or space planner shall be
final and binding on the parties. If Landlord's architect and
Tenant's architect or space planner cannot agree, then the
decision shall be submitted to arbitration as herein after.
provided in Section 3.3 of the Rider to this Lease. Landlord
shall, prior to notifying Tenant that the Premises are ready
for occupancy, make the Premises available to Tenant for the
commencement of its work at Tenant's sole risk and so
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long as such work does not interfere with the construction of
the Premises by Landlord. The license to enter the Premises
by Tenant for construction purposes or for occupancy prior to
December 1, 1984 shall not, however, affect the Commencement
Date hereunder; or,
(ii) December 1, 1984.
If the Premises are ready for occupancy prior to December 1, 1984,
Tenant may occupy all or any part of the Premises on a rent-free basis
for periods prior to December 1, 1984 as long as Tenant furnishes to
Landlord evidence that it is concurrently paying rent for space
elsewhere in connection with its business. If the Premises are ready
for occupancy after December 1, 1984, Tenant shall, subject to its
right to terminate this Lease as set forth in Section 7.01 hereof,
occupy the Premises and the term shall commence on the date the
Premises are ready for occupancy. Tenant shall not be obligated in any
manner to occupy all or any part of the Premises nor shall the term
commence until such time as the Premises are ready for occupancy in
accordance with the provisions hereof and in no event shall the
Commencement Date be prior to December 1, 1984.
The Term shall expire on the date (the "Expiration Date") specified in
Subsection 1.01G, unless sooner terminated as otherwise provided
elsewhere in this Lease.
3. RENT
Tenant agrees to pay to Landlord at the office of the managing agent (the
Manager) of the beneficiaries of Landlord (the "Beneficiaries), or at
such other place designated by Landlord, without any prior demand
therefor and without any deduction whatsoever, (except as herein
permitted), base rent at the initial monthly rate specified in Subsection
l.01H ("Monthly Base Rent). Monthly Base Rent is subject to adjustment
pursuant to Sections 4.02 and 6.03, and as adjusted is hereinafter called
"Adjusted Monthly Base Rent". Unless otherwise provided to the contrary
in this Lease, Adjusted Monthly Base Rent shall be paid monthly in
advance on the first day of each month of the Term. Tenant shall not be
obligated to pay Rent for the first 3 months and 5 days of the term
hereof with the obligation to commence the payment of Rent beginning on
the sixth day of the fourth month of the term. The first installment of
Rent shall be paid by Tenant to Landlord on the Commencement Date.
Adjusted Monthly Base Rent shall be prorated f or partial months within
the Term. All charges, costs and sums required to be paid by Tenant to
Landlord under this Lease in addition to Adjusted Monthly Base Rent shall
be deemed additional rent, and Adjusted Monthly Base Rent and additional
rent shall hereinafter be collectively called "Rent." Tenant's covenant
to pay Rent shall be independent of every other covenant in this Lease.
Tenant shall pay a late charge for delinquent Rent in accordance with the
provisions of Section 26.01. In addition to the Premises demised
hereunder, during the term hereof and any option term, Landlord hereby
leases to Tenant and Tenant hereby accepts from Landlord space in the
basement of the Building which: Ci) comprises 2,000 square feet; (ii)
shall be used solely for purposes of storage in connection with Tenant's
business within the Premises; and (iii) location shall be mutually agreed
upon by Landlord
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and Tenant prior to the Commencement Date and enclosed by the Landlord,
at its expense .("Original. Storage Space").
Tenant may, at its sole option, to be exercised by the 'delivery of a
written notice to the Landlord at least 180 days prior to the expiration
of the third year of the Term of this Lease, rent an additional 3,000
square feet in the basement for purposes of storage to be designated by
Landlord at the time of the exercise of the option with the understanding
that such space (the "Option Storage Space") need not be contiguous to
the Original Storage Space.
The Landlord will enclose the Original Storage Space and Option Storage
Space, at its expense, and construct such demising walls and doors
necessary in order for Tenant to secure its personal property therein.
The annual rent for the Original Storage Space shall be $12,000.00 for
the term and option terms, if any, payable in equal monthly installments
at the time Monthly Base Rent is due under the terms of this Lease. The
annual rent for the Option Storage Space for the term and option terms,
if any, shall be a "Market Rent" which is defined herein as the bona fide
annual rent per square foot of net rentable area being offered by
Landlord to prospective tenants for space in the basement for a lease
term commencing on or after the date rent is to begin for the Option
Storage Space ("Option Rent"). The annual Option Rent shall be paid in
equal monthly installments payable at the time of and with Monthly Base
Rent.
In no event shall rent payable for the Original Storage Space and Option
Storage Space have an effect on or be adjusted by Section 4.02 of this
Lease.
4. ADJUSTMENTS TO MONTHLY BASE RENT
4.01 DEFINITIONS
For the purposes of this Article 4, the following words and phrases shall
have the following meanings:
A. "Adjustment Date" shall mean the Commencement Date and each
January 1 falling within the Term.
B. "Adjustment Year" shall mean each calendar year during which
an Adjustment Date falls.
C. "Consumer Price Index" shall mean the Consumer Price Index for
All Urban Consumers, All Items, issued by the Bureau of Labor
Statistics of the United States Department of Labor. It the
manner in which the Consumer Price Index is determined by the
Bureau of Labor Statistics shall be substantially revised, an
adjustment shall be made in such revised index which would
produce results equivalent, as nearly as possible, to those
which would have been obtained if the
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Consumer Price Index had not been so revised. If the 1967
average shall no longer be used as an index of 100, such
change shall constitute a substantial revision. It the
Consumer Price Index shall become unavailable to the public
because publication is discontinued, or otherwise, Landlord
will substitute therefor a comparable index based upon
changes in the cost of living or purchasing power of the
consumer dollar published by any other governmental agency
or, if no such index shall be available, then a comparable
index published by a major bank or other financial
institution or by a university or a recognized financial
publication or alternatively, an Index generally used by
other first-class downtown commercial office buildings
for the determination of Consumer Price Index escalation.
D. "Operating Expenses" shall mean and include all
those costs, expenses and disbursements of every kind and
nature which Landlord shall pay or become obligated to pay in
connection with the management (including management fees),
ownership, operation, maintenance, replacement and repair of
the Building and the land upon which the Building is situated
("xxx Xxxx") and of the personal property, fixtures,
machinery, equipment, systems and apparatus located in or used
in connection with the Building or Land, including without
limitation, Taxes (as defined herein), utility expenses and
current amortization, including interest, of capital
improvements reasonably necessary for the operation and
maintenance of the Building. Operating Expenses shall not
include the following: costs of capital improvement which
increase the size of the Building; costs of alterations to
premises of other tenants of the Building; charges for
depreciation of the Building; interest and principal payments
on mortgages (except for the financing of capital expenditures
as provided hereinabove); real estate brokerage and leasing
commissions. expenses for repairs or other work occasioned
by a casualty; legal expenses in enforcing the terms of any
lease; wages, salaries or other compensation paid to any
executive or employee above the grade of Building Manager;
wages, salaries or other compensation paid for clerks or
attendants in concessions or newsstands operated by the
Landlord; the cost of relocating tenants to other premises in
the Building; the cost of any electric current furnished to
the Premises demised to Tenant under this Lease or to any
tenant in the Building, except the cost of any electric
current furnished to the common areas and facilities of the
Building shall not be excluded from Operating Expenses; the
cost of any work or service performed for or facilities
furnished to any tenant (including Tenant) at such tenant's
cost; the cost of correcting defects in the renovation of
the Building performed pursuant to the Building Plans and
Specifications and charges and additions thereto or in the
Building equipment, except that conditions (not occasioned by
construction defects) resulting from ordinary wear and tear
shall not be deemed defects; the cost of any repair made by
Landlord pursuant to or as a result of condemnation; the cost
of installing, operating and maintaining an observatory,
broadcasting facilities, luncheon club, athletic or
recreational club, cafeteria or dining facility; the cost of
any other items for which Landlord is specifically reimbursed
to the extent reimbursed; any cost or expense representing
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an amount paid to a related corporation, partnership, person
or other legal entity which is in excess of the amount which
would be paid in the absence of such relationship; ground
rental payments, if any, made by Landlord; advertising and
promotion expenses relating to the leasing of space within the
Building; space planner and architect fees related to the
construction or remodeling of other tenants' space within the
Building; cost of alterations and improvements of Tenant's
Premises, including painting, redecorating and other work
which the Landlord performs at its expense for the Tenant or
any tenant in tenant areas of the Building, other than
painting, redecorating or other work which is standard for or
periodically performed in common areas of the Building.
"Taxes", included in Operating Expenses, shall mean all
federal, state and local governmental taxes, assessments and
charges (including transit or transit district taxes or
assessments) of every kind or nature, whether general,
special, ordinary or extraordinary, which Landlord shall pay
or become obligated to pay because of or in connection with
the ownership, leasing, management, control or operation of
the Building and the Land, or of the personal property,
fixtures, machinery, equipment, systems and apparatus located
therein or used in connection therewith (including any rental
or similar taxes levied in lieu of or in addition to general
real and/or personal property taxes); To the extent that such
item would be payable if the land and Building were the only
property of Landlord (or the only property of the
beneficiaries under the Trust, if Landlord is a Trustee) and
the rent and other income received by Landlord from the land
and Building were the only income of Landlord (or the only
income of the beneficiaries under the Trust, if the Landlord
is a Trustee). For purposes hereof, Taxes for any year shall
be Taxes which are assessed or become a lien during such year,
even though not due or payable until a subsequent year. There
shall be included in Taxes for any year the amount of all
fees, costs and expenses (including reasonable attorneys'
fees) paid by Landlord during such year in seeking or
obtaining any refund or reduction of Taxes. Taxes in any year
shall be reduced by the net amount of any tax refund received
by Landlord during such year. If a special assessment payable
in installments is levied against the Land, Taxes for any year
shall include only the installment of such assessment and any
interest payable or paid during such year. Taxes shall not
include any federal, state or local sales, use, franchise,
capital stock, inheritance, general income, gift or estate
taxes.
E. Per Square Foot Operating Expenses" shall mean the amount of
Operating Expenses for any Adjustment Year divided by 160,000
square feet (the rentable area of the Building).
4.02 ADJUSTMENTS TO MONTHLY BASE RENT
Effective as of the Commencement Date of Term and as of each Adjustment
Date, Monthly Base Rent shall be increased by an amount equal to 1/12 of
the sum of: (i) The product of the rentable area of the Premises (as
specified in Subsection 1.01I), multiplied by the amount by which the Per
Square Foot Operating Expenses for the Adjustment Year in
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which such Adjustment Date falls exceeds the Base Operating
Expenses, specified in Subsection 1.01K herein, plus (ii) a sum
equal to 25% of the Monthly Base Rent multiplied by the percentage
increase, it any, in the Consumer Price Index on the Adjustment
Date over the Consumer Price Index on January 1 of the year in
which the Term commences (or January 1, 1985 if the term of this
Lease commences in 1984 in which event the adjustment to Monthly
Base Rent for 1986 on account of an increase in the Consumer Price
Index will also include 25% of the Monthly Base Rent payable in
1984 multiplied by the percentage increase, if any, in the Consumer
Price Index on January 1, 1985 over the Consumer Price Index on
January 1, 1984.) The rental as computed hereunder including
adjustments for projections under Section 4.03 hereinbelow shall be
referred to as Adjusted Monthly Base Rent. The Adjusted Monthly
Base Rent shall never be less than the Monthly Base Rent specified
in Subsection l.01H herein. For purposes of computing adjustments
to Monthly Base Rent pursuant to Subparagraph (ii) of this
Paragraph 4.02, only the Monthly Base Rent as specified in Section
l.01H shall be taken into account for purposes of such adjustment
without including any other item which could be characterized as
"Rent." Notwithstanding anything herein contained to the contrary,
Monthly Base Rent will not be adjusted for the first full year of
the term after the obligation to pay rent commences hereunder on
account of an increase in the Consumer Price Index.
4.03 PROJECTIONS
For purposes of calculating Operating Expenses for any Adjustment Year,
Landlord may make reasonable estimates, forecasts or projections
(collectively, the "Projections") of Operating Expenses for such
Adjustment Year. Landlord shall deliver to Tenant a written statement (i)
setting forth, the Projections of Operating Expenses for the Adjustment
Year in which such Adjustment Date falls, and (ii) providing a
calculation of the increase in installments of Monthly Base Rent to
become effective as of the Adjustment Date; provided, however, that the
failure of Landlord to provide any such statement shall not relieve
Tenant from its obligation to continue to pay Adjusted Monthly Base Rent
at the rate then in effect under this Lease, and it and when Tenant
receives such statement from Landlord, Tenant shall pay any increase in
Monthly Base Rent reflected thereby effective retroactively to the most
recent preceding Adjustment Date; provided, further, in the event that
Tenant does not receive such Projections within 180 days of the
Adjustment Date to which such Projections apply, then Tenant shall not be
obligated to pay any increase specified in any statement thereafter
received from Landlord for such Adjustment Year.
4.04 READJUSTMENTS
On or about April 1st following the end of each Adjustment Year, or at
such later time as Landlord shall be able to determine the actual amounts
of Operating Expenses for the Adjustment Year last ended, Landlord shall
notify Tenant in writing of such actual amounts. If the total Adjusted
Monthly Base Rent paid by Tenant during such Adjustment Year exceeds the
amount thereof payable for such year based upon actual Operating Expenses
for such Adjustment Year, then Landlord shall credit such excess to
installments of Adjusted Monthly Base Rent payable after the date of
Landlords notice until such excess
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has been exhausted, or if this Lease shall expire prior to full
application of such excess, Landlord shall pay to Tenant the
balance thereof not theretofore applied against Rent. If such
actual amounts exceed the Projections for such Adjustment Year,
then Tenant shall, within thirty (30) days after the date of such
written notice from Landlord, pay to Landlord an amount equal to
the excess of the Adjusted Monthly Base Rent payable for the
Adjustment Year last ended based upon actual Operating Expenses for
such year over the total Adjusted Monthly Base Rent paid by Tenant
during such Adjustment Year. The obligation to make such payments
shall survive the expiration or earlier termination of the Term. No
interest or penalties shall accrue on any amounts which Landlord is
obligated to credit or pay to Tenant by reason of this Section
4.04. Landlord's notification of actual amounts required under this
Paragraph 4.04 shall be in the form of a report, certified by an
officer or agent of Landlord, setting forth the amount of the
actual expenses for the Adjustment Year and the resulting increase,
if any, in Tenant's Monthly Base Rent and Adjusted Monthly Base
Rent. Landlord agrees to keep books and records showing Operating
Expenses in accordance with a generally accepted system of
accounting practices consistently applied and maintained on a
year-to-year basis. If Tenant shall not dispute in writing any
specific item or items on the report submitted by Landlord
hereunder within 30 days after said report has been submitted to
Tenant, then said report shall be deemed approved by Tenant and, if
the expenses specified therein are in excess of the. Projections
for such Adjustment Year, payment shall be made forthwith in
accordance with the terms of this Paragraph 4.04. If within said
30-day period, Tenant shall dispute in writing any specific item or
items in the report submitted by Landlord hereunder and such
dispute is not settled within 60 days following such 30-day period,
Tenant may refer such disputed item or items for arbitration as
hereinafter provided as long as it deposits with Landlord the
amount in dispute pending the outcome of the arbitration
proceedings. Landlord agrees to reimburse to Tenant all or any part
of such disputed amount decided by such arbitrator to be due and
owing to Tenant together with interest thereon at the prime
interest rate being charged by Continental Illinois National Bank
and Trust Company of Chicago to its commercial customers from time
to time or 10%, whichever is greater. To the extent that Landlord
does not so reimburse Tenant, Tenant shall be entitled to offset
all such amounts (together with interest thereon) against the next
payment of rent accruing thereafter.
4.05 PARTIAL OCCUPANCY
For the purposes of determining adjustments to installments of Monthly
Base Rent for any Adjustment Year, the amount of Operating Expenses for
such Adjustment Year shall be increased to the amount that would have
been payable had there been 100% occupancy in the Building during such
Adjustment Year and/or 100% of the tenants had received the same services
as Tenant.
4.06 BOOKS AND RECORDS
Landlord shall maintain books and records showing Operating Expenses in
accordance with sound accounting and management practices, which records
shall be available to Tenant for inspection at the offices of the
Building upon reasonable prior notice; provided, however,
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that Tenant must exercise .its right hereunder within fifteen (15) days
after receipt from Landlord of notice of increased rentals or sums due
hereunder.
4.07 NO DECREASES IN MONTHLY BASE RENT
Notwithstanding anything to the contrary contained in this Lease, Monthly
Base Rent shall not be adjusted or decreased below the amount set forth
in Subsection 1.01H.
5. SECURITY DEPOSIT
[INTENTIONALLY DELETED]
6. SERVICES
6.01 LANDLORD'S GENERAL SERVICES
Landlord shall provide the following services during business hours: (a)
heat and air-conditioning (as permitted by law) in the Premises, Monday
through Friday from 8:00 A.M. to 6:00 P.M. and Saturdays from 8:00 A.M.
to 1:00 P.M., (hereinafter "Normal Business Hours"), Sundays and legal
holidays excepted, all in accordance with the following design condition
standards so as to provided a temperature condition required for the
comfortable occupancy of the Premises, subject to such temperatures being
regulated by applicable governmental law:
(i) cooling - inside 76 DEG. F DB, 55% RH maximum when outside
95 DEG. F DB, 75 DEG. F WB
(ii) Heating - inside 72 DEG. F DB when outside 10 DEG. F DB;
(b) city water, in common with other tenants of the Building, from
the regular Building fixtures for drinking, lavatory and toilet
purposes only; (c) customary cleaning and janitorial services in
the Premises substantially similar to those provided in other first
class office buildings in the City of Chicago, Monday through
Friday, excluding national holidays (Tenant shall not provide or
permit any other janitorial services to the Premises without the
Landlord's written consent); and (d) adequate passenger elevator
service in common with other tenants of the Building and from the
Premises on a twenty-four (24) hour basis and freight elevator
service (manual by Tenant operation) subject to scheduling by
Landlord. Whenever heat generating machines or equipment are used
by Tenant in the Premises, which affect the temperature otherwise
maintained by the air cooling system Landlord reserves the right to
install supplementary air conditioning units in the Premises or the
Building, and the expense of installation and cost of such machines
shall be paid by Tenant. The expense resulting from the operation
and maintenance of the supplementary air conditioning system shall
be paid by the Tenant to the Landlord as Additional Rent at rates
fixed by the Landlord. Prior to the installation of such
supplementary air conditioning units, Landlord shall notify Tenant
of the cost and need for such installation and shall give Tenant an
opportunity to eliminate the need to install such supplementary air
conditioning
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units in the Premises. If Tenant does not eliminate such need or
does not respond to Landlord within ten (10) days after Landlord's
notice to Tenant, Landlord shall install the supplementary air
conditioning units as heretofore provided. Landlord shall furnish,
install and operate security services at all times on the main
floor of the Building and alarm devices or other security
arrangements at exterior doors and accesses to the Building. It is
understood that the Building shall be open for access (ingress and
egress) and use by Tenant, its agents, employees and invitees
through the Building's main lobby at all times subject to security
procedures established by Landlord from time to time for the
benefit of all the tenants in the Building.
6.02 LANDLORD'S ELECTRICITY SERVICES
Tenant shall pay for the use of all electrical service to the Premises
(other than the electrical service necessary for Landlord to fulfill its
obligation to provide heating, air cooling, air distribution and elevator
service as herein provided). Landlord shall separately meter the Premises
at its expense and Tenant shall be billed directly by such utility
company and Tenant agrees to pay each xxxx promptly in accordance with
its terms. In the event that for any reason Tenant cannot be billed
directly, Landlord shall forward each xxxx received by it with respect to
the Premises to Tenant specifying the amount of electrical consumption
specifically allocable to the Premises and the manner in which the amount
payable by Tenant was determined and, if Tenant does not dispute the
amount or method of consumption of such xxxx, Tenant shall pay it
promptly in accordance with its terms and the obligation to cause such
xxxx to be paid shall be deemed as additional rent hereunder.
6.03 ADDITIONAL AND AFTER-HOUR SERVICES
Landlord shall in no event be obligated to furnish any services or
utilities, other than those specified in Sections 6.01 and 6.02 above. If
Tenant requests Landlord to furnish services or utilities, in addition to
those specified in Sections 6.01 and 6.02 above (including utility
services at times other than those specified in said Sections), Landlord
shall furnish the same and Tenant shall pay to Landlord Landlord's then
prevailing rates for such services and utilities (including a reasonable
charge for Landlord's overhead) within ten (10) days after receipt of
Landlord's invoices therefore; except, however, Tenant shall only be
required to pay Landlord's actual cost relative to the furnishing of
electricity, heating and cooling. If Tenant shall fail to make any such
payment, Landlord may, without notice to Tenant and in addition to
Landlord's other remedies under this Lease, discontinue any or all of the
additional services. No discontinuance of any service pursuant to this
Section 6.03 shall result in any liability of Landlord to Tenant or be
deemed to be in eviction or a disturbance of Tenant's use of the
Premises.
6.04 TENANT'S UTILITIES
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Tenant shall make arrangements directly with the telephone company
servicing the Building for telephone service to the Premises. Tenant
shall pay tar the maintenance and replacement of all light fixtures,
electrical switches, electrical outlets and lamps located in the Premises
and all bulbs, tubes, ballasts and starters utilized in the Premises.
6.05 Notwithstanding anything to the contrary in this Section 6.05 or
elsewhere in this Lease, Landlord shill have the right to institute such
policies, programs and measures as may be necessary or desirable, in
Landlord's discretion, for the conservation and/or preservation of energy
or energy related services provided, however, that the same to not
reasonably interfere with the continued business operation of Tenant
within the Premises, or as may be required to comply with any applicable
codes, rules and regulations, whether mandatory or voluntary.
7. POSSESSION, USE AND ENJOYMENT OF PREMISES
7.01 POSSESSION AND USE OF PREMISES
Tenant shall be entitled to possession of the Premises on the
Commencement Date. In the event of the failure of the Landlord to deliver
the Premises ready for occupancy on December 1, 1984 or at any time
thereafter for any reason including, without limitation, Landlord's
failure to timely perform any term, covenant and condition of this Lease
on Landlord's part to be performed on account of a strike, lockout, labor
trouble (whether legal or illegal), civil disorder, inability to procure
materials, failure of power, restrictive governmental laws and
regulations, riots, insurrections, war, fuel shortages, accidents, acts
of God or any other cause beyond the control of Landlord (except for
delays caused by Tenant), Landlord shall be liable for damages caused
thereby to the extent of the actual out-of-pocket expenses payable by
Tenant as a result of: (a) relocating to alternate comparable premises
(including moving expenses and cost of installing telephone systems) and
comparable rent and other charges and expenses (however designated)
payable under a lease or other possessory agreement thereat or under a
lease or other possessory agreement for its current premises during the
period covered by such lease or possessory agreement during the period of
delay, (provided, however, that if Tenant is required to commit o
temporary lease agreements which extend beyond the period of delay, then
Landlord and Tenant shall equally bear the cost for such a lease for such
extended period) (not to exceed 12 months) or, if this Lease is
terminated on December 3, 1983 or June 1, 1985, as hereinafter provided,
for the period from December 1, 1984 to December 1, 1985 (the "Waiting
Period"); (b) storage charges required for Tenant's personal property
during the Waiting Period necessitated by the Premises not being ready
for occupancy on December 1, 1984; (c) employment of temporary services
to aid in the conduct of Tenant's business during the Waiting Period
necessitated by the Premises not being ready for occupancy on December 1,
1984; and (d) costs and expenses (including reasonable attorneys fees)
incurred in connection with the matters specified in (a), (b) and (c)
(including those expended in respect of such matters prior to December 1,
1984) less the Monthly Base Rent payable during the Waiting Period as
specified in Section 1.01H which, for purposes hereof, shall be
calculated as if Monthly Base Rent had been paid for the first three
months
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and five days of the term; provided, if this Lease is terminated
pursuant to the terms hereof, then the matters specified in (a), (b), (c)
and (d) will not be reduced by the Monthly Base Rent but rather by rental
payable at the rate of $16.75 per square foot of rentable area in the
Premises (hereinafter collectively referred to as "Damages"). The Damages
shall be Tenant's sole remedy and Tenant shall not be entitled to any
other damages, including but not limited to, consequential or punitive
damages.
Notwithstanding anything to the contrary contained herein, Tenant may,
at its sole option, terminate this Lease, which right shall be exercised
by written notice to Landlord within ten (10) days after December 1, 1983
if Tenant has not been furnished on or before December 1, 1983 with
reasonable evidence that: (a) a construction loan has been obtained to
accomplish the work to be performed by Landlord pursuant to the Building
Plans and Specifications ("Landlord's Work"); (b) a construction contract
for the performance of Landlord's Work with a reputable contractor has
been fully executed and approved by Landlord's lender; and (c) Landlord
has commenced performance of Landlord's Work and is diligently proceeding
with respect to the same for reasons other than the failure to obtain a
building permit from the Building Department of the City of Chicago (the
"Building Permit"). In the event of such termination, Tenant shall be
entitled to Damages in the definition of "Damages" except for those
Damages defined in Subsections (b) and (c) of such definition for the
Waiting Period only and such Damages shall be Tenant's sole remedy and
Tenant shall be entitled to no other damages.
Notwithstanding anything herein contained to the contrary, in the
event that Landlord has furnished to Tenant on or before December
1, 1983, reasonably satisfactory evidence that: (a) a construction
loan has been obtained to accomplish Landlord's Work; and (b) a
construction contract for the performance of landlord's Work with a
reputable contractor has been fully executed and approved by
Landlord's lender and Landlord is unable to commence the
performance of Landlord's Work on or before December 1, 1983
because Landlord has not, after using its best efforts and all due
diligence, obtained the Building Permit in order to accomplish
Landlord's Work, then either Landlord or Tenant may, at their
option, upon notice to the other within ten (10) days after
December 1, 1983, terminate this Lease in which event Tenant shall
not be entitled to Damages or any other damages and neither party
shall have any liability to the other in connection with this Lease.
In the event Landlord fails to deliver possession of the Premises ready
for occupancy to Tenant on June 1, 1985, Tenant may terminate this Lease
by written notice to Landlord within ten (10) days after such date and
Tenant shall thereupon be entitled to Damages from the Landlord for the
Waiting Period only and such Damages shall be Tenant's sole remedy and
Tenant shall not be entitled to other damages.
Landlord shall deliver a copy of the Building Permit to Tenant within
five (5) days after the same is obtained from the Building Department of
the City of Chicago.
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In the event the Premises are not ready for occupancy on December 1,
1984 and Tenant thereafter takes possession of the Premises and commences
the payment of Rent hereunder, such taking of possession shall not be
deemed as a waiver of a claim for Damages that Tenant may have against
the Landlord in respect of the costs and expenses incurred during the
Waiting Period. In the event Landlord does not reimburse Tenant to the
extent of its Damages and Tenant obtains a judgment against Landlord
therefor then, Tenant shall have the right, upon 30 days from and after
the entry of a final non-appealable court order against Landlord ordering
Landlord to pay Tenant Damages, to offset against the next payments of
Rent accruing hereunder the amount of the Damages specified in the
judgment together with interest thereon at the legal rate from the date
of the judgment. The Premises shall not be deemed to be unready for
Tenant's occupancy or incomplete if only minor or insubstantial details
of construction, decoration or mechanical adjustments remain to be done
in the Premises or any part thereof, or if the delay in the availability
of the Premises for occupancy shall be due to special work, changes,
alterations or additions required or made by Tenant in the layout or
finish of the Premises or any part thereof, or shall be caused in whole
or in part by Tenant through the delay of Tenant in submitting plans,
supplying information, approving plans, specifications or estimates,
giving authorizations or otherwise or shall be caused in whole or in part
by delay and/or default on the part of Tenant and/or its agents,
subtenant or subtenants. In the event of any dispute as to whether the
Premises are ready for Tenant's occupancy, the decision of Landlord's
architect shall be final and binding on the parties. Tenant shall occupy
and use the Premises f or general office purposes only and any use
incidental or ancillary thereto (including therein use for a kitchen,
private dining room, exercise facilities, employee cafeteria and other
amenities, but excluding any general public use of said facilities;
provided the use of any of the foregoing will: (i) not interfere
with other tenants in the Building; (ii) comply with all applicable
laws pertaining to the same; and (iii) be constructed at Tenant's
sole cost and expense, except to the extent shown in the Work
Letter. Tenant shall not occupy or use the Premises (or permit the
use or occupancy of the Premises) for any purpose or in any manner
which: (a) is unlawful or in violation of any applicable legal,
governmental or quasi-governmental requirement, ordinance or rule
(including the Board at Fire Underwriters); (b) may be dangerous to
persons or property; (c) may invalidate or increase the amount of
premiums for any policy of Insurance affecting the Building, and if
any additional amounts of insurance premiums are so incurred,
Tenant shall pay to Landlord the additional amounts on demand; or
(d) may create a nuisance, disturb any other tenant of the Building
or the occupants of neighboring property or injure the reputation
of the Building. Except for Landlord's obligations with respect to
the Premises, latent defects and defects as to which Landlord is
notified in writing within 60 days after Tenant takes possession
hereunder, Tenant's acceptance of possession of the Premises shall
be presumed to be Tenant's acknowledgment that the Premises are in
satisfactory condition, Tenant has waived all claims relating to
the condition of the Premises, and that no further changes in the
condition of the Premises shall be the obligation of the Landlord.
7.02 QUIET ENJOYMENT
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So long as Tenant shall not be in default under this Lease, Tenant shall
be entitled to peaceful and quiet enjoyment of the Premises, subject to
the terms of this Lease.
8. CONDITION OF PREMISES
No agreement of Landlord to alter, remodel, decorate, clean or improve
the Premises or the Building, and no representation regarding the
condition of the Premises or the Building has been made by or on behalf
of landlord to Tenant, except as stated in this Lease.
9. ASSIGNMENT AND SUBLETTING
9.01 ASSIGNMENT
Tenant shall not assign, mortgage, pledge, hypothecate or otherwise
transfer or permit the transfer of this Lease or the interest of Tenant
in this Lease, in whole or in part, by operation of law or otherwise If
Tenant or the beneficiary of Tenant is a partnership, a withdrawal or
change, voluntary, involuntary or by operation of law, of any partner or
partners owning 51%, whether by a single transaction or event or by
cumulative transactions or events, or more of the partnership interest,
or the dissolution of the partnership shall be deemed an assignment of
this Lease. If Tenant is an Illinois land trust or other trust, a change
in the beneficial ownership shall be deemed an assignment of this Lease.
If Tenant, or the beneficiary of Tenant is a corporation, any
dissolution, merger, consolidation, or reorganization of the Tenant or
the sale or transfer of a controlling percentage of the capital
stock of the Tenant, whether by a single transaction or event or by
cumulative transactions or events, shall be deemed an assignment of
this Lease only if more than 25% of the Premises is devoted to a
use different than Tenant's current use as a result thereof. If the
Tenant consists of more than one person, a purported assignment,
voluntary, involuntary, or by operation of law, from a majority of
such persons to any or all of the others shall be deemed an
assignment at this Lease.
9.02 SUBLETTING
Tenant shall not sublet the whole or any part of the Premises without
Landlord's prior written consent, Ln the event Tenant intends to sublease
all or any portion of the Premises, Tenant shall take the following
actions:
A. Tenant shall first notify Landlord in writing of its intention
prior to any advertising of same, hiring of brokers or
contacting of potential subtenants. Such notice shall identify
the space proposed to be sublet, which space must be a legally
leaseable unit in compliance with all applicable ordinances
and codes, and shall state the date on which Tenant requests
that the sublet commence, which date shall be no less than one
hundred eighty (180) after the date of Tenant's notice.
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B. Landlord shall have thirty (30) days following the receipt of
such notice to notify Tenant whether it elects to recapture
the space Tenant has proposed to sublet. Landlord's failure to
send such notice within such thirty (30) day PERIOD shall be
deemed to mean Landlord has not elected to recapture the
space.
C. In the event the Landlord elects to recapture the space, it
shall notify Tenant of its intent by service of a written
notice of cancellation terminating that portion of the
Lease covering the space Landlord has chosen to
recapture, which may include all or any lesser portion of
the space Tenant has proposed to sublet. In such event
Landlord agrees that the space not recaptured by Landlord
shall be a legally leaseable unit. Tenant shall pay all
costs or any construction necessary to accomplish the
division of the space. The termination of the Lease as to
the recaptured space shall be effective on the oat.
specified by Landlord in its notice which shall be no
later than the date on which Tenant requests that the
sublet commence in accordance with paragraph 9.02A hereof.
D. In the event that Landlord elects to recapture any proposed
sublet space under these provisions, the Adjusted Monthly Base
Rent shall be adjusted as of the termination date designated
in the cancellation notice on the basis or the number of
square feet of rentable area retained by Tenant in proportion
to the number of square feet or rentable area contained in the
Premises, as described in this Lease, and this Lease as so
amended shall continue thereafter in full force and effect.
E. In the event that Landlord elects not to recapture part or all
of the proposed sublet space, Landlord shall so notify Tenant
as set forth in Subsection 9.02B above. Provided Tenant is not
in default under the Lease and not fully complied with all of
the terms of this Section 9.02, Tenant may then proceed to
contact potential subtenants and shall have the option to
sublet the non-recaptured space in accordance with the
following provisions:
(I) Tenant shall bear all costs and expenses associated with the
subletting, including, without limitation, any and all costs
and expenses incurred by Landlord (if any).
(ii) Upon locating a suitable potential subtenant, Tenant shall
notify Landlord in writing. Such notice snail state the
name and address at the proposed subtenant and shall
include a true and complete copy Or the proposed
sublease. Tenant also Shall deliver to Landlord copies of
all financial statements, credit reports and other Such
information in its possession relating to the prospective
subtenant. At Landlord's requests Tenant shall promptly
secure and deliver any additional information Landlord
deems necessary in order to evaluate the potential
subtenant.
(iii) Landlord shall have fifteen (15) days from the date of its
receipt of the last information provided by Tenant on the
proposed subtenant during which to evaluate such
subtenant and decide whether to consent to the sublease
which
15
consent shall not be unreasonably withheld. Landlord
shall notify Tenant of its decision in writing, and, in
the event that Landlord does not consent to the sublease,
its notice thereof to Tenant shall include an explanation
at its reasons for denying consent. In the event that
Landlord consents to the sublease, Tenant may execute the
sublease and collect all rents due thereunder subject to
the provisions of Subsection 9.02E(iv) below.
(iv) Following the execution of any sublease to which Landlord
has consented and throughout the term thereof Tenant
shall pay Landlord twenty-five percent (25%) of all
amounts received by Tenant in connection with such
subletting in excess of the Rent Tenant is obligated to
pay Landlord hereunder after appropriate deduction is
made for expenses incurred by Tenant in sub-leasing such
space, which expenses are limited to: (I) brokerage
commissions at the then prevailing market rate; (ii)
reasonable advertising for subtenant; and (iii) the
actual costs incurred by Tenant in making any
improvements or substitutions in the Premises required by
a subtenant not related to or affiliated with Tenant or
Tenant's subtenant as provided in Paragraph 9.02F
hereinbelow.
(v) The use for which the Premises or any part thereof may be
sublet shall be only for lawful office use which is in keeping
with the general character of the Building.
(vi) The granting of consent by Landlord to Tenant's subletting of
the Premises or any part thereof shall not release Tenant from
direct and primary liability under this Lease for the
performance of all of the covenants, duties and obligations of
Tenant hereunder, the Landlord shall retain its rights to
enforce the provisions of this Lease against Tenant or any
subtenant without demand upon or proceeding in any way against
any other person. Consent to a particular sublease shall not
be deemed a consent to any other or subsequent transaction.
F. Without Landlord's consent and without the same being subject
to the provisions of this Lease with respect to
subletting, Tenant shall have the right to sublet all or
any portion of the Premises to the Illinois State Medical
society, an Illinois not-for-profit corporation or
(provided, landlord is notified within 120 days of the
date hereof) any corporation which is a wholly-owned
subsidiary of the Illinois State Medical Society
("Society Subletting"); provided, however, that any such
sublease shall include all the terms and conditions of
this Lease except for those regarding payment of Rent.
Tenant shall, nevertheless, be directly and primarily
liable under this Lease for the performance of all of the
covenants, duties and obligations of Tenant hereunder
notwithstanding such subletting. Notwithstanding the
Society Subletting, Tenant shall: (I) continue to be
served in connection with all notices to be delivered
hereunder; and (ii) continue to exercise all options
exercisable hereunder.
10. MAINTENANCE
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10.01 LANDLORD'S MAINTENANCE
Landlord shall maintain and make necessary repairs to the structural
elements of the Building and the electrical, plumbing, heating,
ventilating and air-conditioning systems in the Building and exterior
windows except that: (1) the cost of repairing any damage to any of the
foregoing caused by the act or neglect of Tenant, any subtenant of
Tenant, or their respective agents, employees, guests or invitees shall
be paid by Tenant; and (ii) Landlord shall not be responsible for
maintenance or repair of electrical or plumbing fixtures located within
the Premises. Landlord, at its own cost and expense, will correct any:
(I) latent defects in the Building and Premises discovered during the
term hereof; and (ii) defects in material and workmanship and work
originally installed or performed by Landlord in the Premises pursuant to
the Building Plans and Specifications and Work Letter or installed by
Landlord at the request of Tenant for a period of one (1) year beginning
with the Commencement Date. As used herein, "for a period of one (1)
year" means Landlord's receipt of a written notice from Tenant within one
(1) year from the Commencement Date advising of a defect(s). Tenant shall
notify Landlord promptly in writing when defects are ascertainable by
Tenant in the Premises and Landlord shall promptly correct the same.
Landlord shall: (i) clean, maintain and operate and make all repairs
and replacements to the Building and elevators and mechanical systems
necessary to keep the same in good order and repair in a safe and
tenantable condition; (ii) make all repairs, replacements, alterations or
additions to the Building (other than the Premises) and those portions of
the Premises which have equipment, wires, conduit or other facilities in
common with other tenants or other parts of the Building required to be
made by any governmental authority having jurisdiction or by a local fire
insurance rating organization or any similar body; (iii) clean, maintain,
operate, repair and make replacements to the Building, Building lobby and
entrances, private sidewalks and other building systems in accordance
with generally accepted principals of sound and prudent management
consistently applied to the operation and maintenance of first class
office buildings.
10.02 TENANT'S MAINTENANCE
Except as required under Section 10.01 hereof, Tenant, at its expense,
shall keep and maintain the Premises in good order, condition and repair
(including the keeping of the Premises in clean and orderly condition)
and in accordance with all applicable legal, governmental and
quasi-governmental and insurance carrier requirements, ordinances and
rules. If Tenant fails to perform any of its obligations set forth in
this Section 10.02. Landlord, in addition to its other remedies with
respect to Tenant's breach of a covenant hereunder, may, in its sole
discretion, perform the same, and Tenant shall pay to Landlord the cost,
including a percentage of the cost thereof sufficient to reimburse
Landlord for all overhead, general conditions, fees and other costs and
expenses arising from Landlord's involvement with such repairs and
replacements, therefor upon demand. The Tenant shall pay the Landlord for
overtime and for any other expenses incurred in the event repairs,
alterations, decorating or other work on the Premises are not made during
ordinary business hours at the Tenant's request.
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11. ALTERATIONS AND IMPROVEMENTS
11.01 TENANT'S ALTERATIONS
Tenant shall not, without the prior written consent of Landlord )which
consent may require: (I) Tenant to furnish to landlord terms of
payment; (ii) supervision of work by Landlord; and (iii) removal of
improvements at end of lease term by Tenant) do any painting or
decorating, or erect any partitions, make any alterations or repairs
in or additions to the Premises or do any nailing, boring, or screwing
into the ceiling, walls or floors. The Landlord's decision to refuse
such consent shall be conclusive. If Landlord so consents, before
commencement of any such work or delivery of any materials into the
Premises or the Building, Tenant shall furnish to Landlord for
approval architectural plans and specifications, names and addresses
of all contractors, contracts, necessary permits and licenses,
certificates of insurance and instruments of indemnification against
any and all claims, costs, expenses, damages and liabilities which may
arise in connection with such work, all in such form and amount as may
be satisfactory to Landlord. Tenant agrees to hold Landlord, the
Beneficiaries, the Manager and their respective agents and employees
forever harmless against all claims and liabilities of every kind,
nature and description which may arise out of or in any way be
connected with such work. All such work shall be done only by
contractors or mechanics approved by Landlord (which approval shall
not be unreasonably withheld) and at such time and in such manner as
Landlord may from time to time designate. Tenant shall pay the cost at
all such work and the cost of decorating the Premises and the Building
occasioned thereby. Upon completion of such work, Tenant shall furnish
Landlord with contractor's affidavits and full and final waivers of
lien and receipted bills covering all labor and materials expended and
used in connection therewith. All such work shall be in accordance
with all applicable legal, governmental and quasi-governmental
requirements, ordinances and rules (including the Board at Fire
Underwriters), and all requirements of applicable insurance companies.
All such work shall be done in a good and workmanlike manner and with
the use of good grades of materials. All alterations, improvements,
additions and installations to or on the Premises shall, become part
of the Premises at the time of the expiration or termination of this
Lease, or termination of Tenant's right of possession of the Premises,
without compensation or credit to Tenant. Tenant shall not pledge,
mortgage, hypothecate or in any way create a security improvements
provided for herein to any creditor or third party without the prior
written consent of Landlord. Notwithstanding anything herein contained
to the contrary, Tenant may, without the consent of landlord, make any
alternations, improvements or additions to the Premises the cost of
which is less than $5,000.00. Tenant may remove any improvement
installed in the Premises at its expense provided it restores all
damage to the Premises resulting from any removal thereof. Nothing
herein shall give landlord any interest in Tenant's personal property,
office, furniture, trade fixtures, office equipment, data processing
equipment and appliances, which shall remain the property of Tenant.
11.02 LIENS
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Tenant shall not permit any lien or claim for lien of any mechanic,
laborer or supplier or any other lien to be filed against the Building,
the Land, the Premises, or any part thereof arising out of work
performed, or alleged to have been performed by, or at the direction of,
or on behalf of Tenant. If any such lien or claim for lien is filed,
Tenant shall immediately either have such lien or claim for lien released
of record or shall deliver to Landlord a bond in form, content, amount,
and issued by surety, satisfactory to Landlord indemnifying Landlord, the
Beneficiaries and others designated by Landlord against all costs and
liabilities resulting from such lien or claim for lien and the
foreclosure or attempted foreclosure thereof. If Tenant fails to have
such lien or claim for lien so released or to deliver such bond to
Landlord, Landlord, without investigating the validity of such lien, may
pay or discharge the same, and Tenant shall reimburse Landlord upon
demand for the amount so paid by Landlord, including Landlord's expenses
and attorneys' fees.
11.03 ACCESS.
Subject to Landlord's covenant not to unreasonably interfere with
Tenant's business within the Premises the Tenant shall permit the
Landlord to erect, use and maintain pipes, ducts, wiring and conduits in
and through the Premises and the Landlord or Landlord's agents shall have
the right to enter upon the Premises, after giving reasonable notice to
inspect the same, and to make such decorations, repairs, alternations,
improvements or additions to the Premises or the Building as the Landlord
may deem necessary or desirable, and the Landlord shall be allowed to
take all material into and upon said Premises that may be required
therefor without the same constituting an eviction of the Tenant in whole
or in part and the Rent reserved shall not xxxxx (except as provided in
Section 16.03) while said decorations, repairs, alternations or
improvements are being made, by reason of loss or interruption of
business of the Tenant, or otherwise. If the Tenant shall not be
personally present to permit an entry into the Premises, when for any
reason an entry therein shall be necessary or desirable, the Landlord or
Landlord's agents may enter the same by a master key, or may forcibly
enter the same, without rendering the landlord or such agents liable
therefor (if during such entry landlord or Landlord's agent shall not
have been negligent in the performance of any work performed while in the
Premises), and without in any manner affecting the obligations and
covenants of this Lease. Nothing herein contained, however, shall be
deemed or construed to impose upon the Landlord any obligations,
responsibility or liability whatsoever, for the care, supervision or
repair of the Building or any part thereof, other than as herein
provided. The Landlord shall not, without obtaining the prior written
consent of Tenant, change the arrangement and/or location of entrances or
passageways, doors and doorways and corridors, elevators, stairs,
toilets, close entrances, doors, corridors, elevators or other facilities
in the Premises or on the ground floor of the Building. The landlord
shall not be liable to the Tenant for any expense, injury, loss or damage
resulting from work done in or upon, or the use or, any adjacent or
nearby building, land, street or alley.
12. WAIVER OF CLAIMS AND INDEMNITY
12.01 WAIVER
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To the extent permitted by law, and except for the negligence of the
Landlord and its agents or a breach by landlord of any of its
obligations hereunder, the Tenant releases the landlord, its
beneficiaries, and their respective agents and servants from, xxx
waives all claims for, damage to person or property sustained by the
Tenant or any occupant of the Building or Premises resulting from the
Building or Premises or any part of either or any equipment or
appurtenance becoming out of repair, or resulting from any accident in
or about the Building, or resulting directly or indirectly from any
act or neglect of any tenant or occupant of the Building or of any
other person, including Landlord's agents and servants. Without
limiting the generality of the foregoing, this Section 12.01 shall
apply to the flooding of basements or other subsurface areas, and to
damage caused by refrigerators, sprinkling devices, air-conditioning
apparatus, water, snow, frost, Steam, excessive heat or cold, tailing
plaster, broken glass, sewage, gas, odors or noise, or the bursting or
leaking or pipes or plumbing fixtures, xxx shall apply equally whether
any such damage results from the act or neglect or the Landlord or of
other tenants, occupants or servants in the Building or of any other
person, and whether such damage re caused or result from any thing or
circumstance above mentioned or referred to, or any other thing or
circumstance whether of a like nature or of a wholly different nature.
If any such damage, whether to the Premises or to the Building or any
part thereof, or whether to the Landlord or to other tenants in the
Building, results from any act or neglect on the Tenant, its
employees, agents, invitees and customers, the Tenant shall be liable
therefore and the Landlord may, at the Landlord's option, repair such
damage and the Tenant shall, upon demand by Landlord, reimburse the
Landlord forthwith for the total cost of such repairs. The Tenant
shall not be liable for any damage caused by its act or neglect if the
Landlord or a tenant has recovered the full amount of the damage from
insurance and the insurance company has. waived its right of
subrogation against the Tenant. All property belonging to the Tenant
or any occupant of the Premises that is in the building or the
Premises shall be there at the risk of the Tenant or other person
only, and the Landlord shall not be liable for damage thereto/or theft
or misappropriation thereof.
12.02 INDEMNIFICATION
Tenant agrees to indemnify and hold harmless Landlord, the Beneficiaries,
the Manager and their respective agents and employees, against any and
all claims, demands, costs and expenses of every kind and nature
(including attorneys' fees), including those arising from any injury or
damage to any person, property or business: (a) sustained in or about the
Premises, (b) resulting from the negligence of Tenant, its employees,
agents, servants, invitee, licensees or subtenants, or (c) resulting from
the failure of Tenant to perform its obligations under. this Lease;
provided, however, Tenant's obligations under this Section shall not
apply to injury or damage resulting from the sole negligence of Landlord,
the Beneficiaries, the Manager or their respective agents and employees,
or the failure of Landlord to perform its obligations hereunder. If any
such proceeding is brought against Landlord, the Beneficiaries, the
Manager or their respective agents .or employees, Tenant covenants to
defend such proceeding at its sole cost by legal counsel reasonably
satisfactory to Landlord.
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13. LANDLORD'S REMEDIES
13.01 All rights and remedies of the Landlord herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by
law.
A. If the Tenant defaults in the payment of Rent, and the Tenant
does not cure the default within five (5) days after demand
for payment of such Rent or if the Tenant defaults in the
prompt and full performance of any other provisions of this
Lease, and, the Tenant does not cure the default within thirty
(30) days after written demand by the Landlord that the
default be cured (unless the default involves a hazardous
condition, which shall be cured forthwith) or unless such
failure requires work to be performed, acts to be done or
conditions to be removed which cannot be their nature
reasonably be performed, done or removed, as the case may be,
within the 30-day period, in which event Tenant will not be
in default hereunder as long as Tenant shall have commenced
curing the same within such 30-day period and shall diligently
and continuously prosecute the same to completion within six
(6) months after Tenant first became aware of such cause
giving rise to the claimed default or if the leasehold
interest of the Tenant be levied upon under execution or
be attached by process of law, of if the Tenant makes an
assignment for the benefit of creditors or admits its
inability to pay its debts generally, or if a receiver be
appointed for any property of the Tenant, or if the
Tenant abandons the Premises, then, and in any such
event, the Landlord may, if the Landlord so elects but
not otherwise, and with or without notice of such
election, and with or without any demand whatsoever,
either forthwith terminate this Lease and the Tenant's
right to possession of the Premises or, without
terminating this Lease, forthwith terminate the Tenant's
right to possession of the Premises.
B. Upon termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of the Tenant's right
to possession without termination of the Lease, the
Tenant shall surrender possession and vacate the Premises
immediately, and deliver possession thereof to the
Landlord, and hereby grants to the Landlord full and tree
license to enter into and upon the Premises in such event
with or without process of law and to repossess the
Landlord of the Premises as of the Landlord's former
estate and to expel or remove the Tenant and any others
who may be occupying or be within the Premises and to
remove any and all property therefrom, using such force
as may be necessary, without being deemed in any manner
guilty of trespass, eviction or forcible entry or
detainer, and without relinquishing the Landlord's rights
to Rent or any other right given to the Landlord
hereunder or by operation of law.
C. If the Landlord elects to terminate the Tenant's right to
possession only, without terminating the Lease, the
Landlord may, at the Landlord's option, enter into the
Premises, remove the Tenant's sign and other evidences of
tenancy, and take and hold possession thereof as in
Subsection 13.01B, without such entry and
21
possession terminating the Lease or releasing the Tenant,
in whole or in part, from the Tenant's obligation to pay
the Rent hereunder for the full Term, and in any such
case the Tenant shall pay forthwith to the Landlord, if
the Landlord so elects, a sum equal to the entire amount
of the Rent for the remainder of the Term plus any other
sums then due hereunder. Upon and after entry into
possession without termination of the Lease, the Landlord
may, but need not, relet the Premises or any part thereof
for the account of the Tenant to any person, firm or
corporation other than the Tenant for such rent, for such
time and upon such terms as the Landlord in the
Landlord's sole discretion shall determine, and the
Landlord shall not be required to accept any tenant
offered by the Tenant or to observe any instructions
given by the Tenant about such reletting. In any such
case, the Landlord may make repairs, alterations and
additions in or to the Premises and redecorate the same
to the extent deemed by the Landlord necessary or
desirable, and the Tenant shall, upon demand, pay the
cost thereof, together with the Landlord's expenses of
the reletting. It the consideration collected by the
Landlord upon any such reletting for the Tenant's account
is not sufficient to pay monthly the full amount or the
Rent reserved in this Lease, together with the Cost of
repairs, alterations, additions, redecorating and the
Landlord's expenses, the Tenant shall pay to the Landlord
the amount of each monthly deficiency upon demand.
D. If any involuntary action or proceeding under any section or
sections of any bankruptcy act in any court or tribunal
shall adjudge or declare Tenant insolvent or unable to
pay Tenant's debts, or if any voluntary petition or
similar proceeding under any section or sections of any
bankruptcy act shall be filed by Tenant in any court or
tribunal to declare Tenant insolvent or unable to pay
Tenant's debts, then and in any such event Landlord may,
if Landlord so elects but not otherwise, and with or
without notice of such election, and with or without
entry or other action by Landlord, forthwith terminate
this Lease, and notwithstanding any other provision of
this Lease, Landlord shall forthwith upon such
termination be entitled to recover damages in an amount
equal to the then present value of the Rent for the
remainder of the Term, less the fair rental value of the
Premises for the remainder or the Term.
E. Any and all property which may be removed from the Premises
by the Landlord pursuant to the authority of the Lease or
of law, to which the Tenant is or may be entitled, may be
handled, removed or stored by the Landlord at the risk,
cost and expense of the Tenant, and the Landlord shall in
no event be responsible for the value, preservation or
safekeeping thereof. The Tenant shall pay to the
Landlord, upon demand, any and all expenses incurred in
such removal and all storage charges against such
property so long as the same shall be to the Landlord's
possession or under the Landlord's control. Any such
property of the Tenant not retaken from storage by the
Tenant within thirty (30) days after the end of the Term,
however terminated, shall be conclusively presumed to
have been conveyed
22
by the Tenant to the Landlord under this Lease as a xxxx of
sale without further payment or credit by the Landlord to the
Tenant.
F. Tenant hereby grants to Landlord a first lien upon the
interest of Tenant under this Lease to secure the payment of
moneys due under this Lease, which lien may be enforced in
equity, and Landlord shall be entitled as a matter of right to
have a receiver appointed to take possession of the Premises
and relet the same under order of court.
G. The Tenant shall pay upon demand all the Landlord's costs,
charges and expenses, including the reasonable fees of
counsel, agents and others retained by the Landlord, incurred
in enforcing the Tenant's obligations hereunder or incurred by
the Landlord in any litigation, negotiation or transaction in
which the Tenant causes the Landlord, without the Landlord's
fault, to become involved or concerned; provided, it is
determined that the Tenant was at fault or Landlord prevails
in any such action.
14. SURRENDER OF PREMISES
Upon expiration or termination of this Lease or termination of Tenant's
right of possession of the Premises, or any part thereof, Tenant shall
surrender and vacate the Premises immediately and deliver possession
thereof to Landlord in a clean, good and tenantable condition, ordinary
wear and tear excepted. Upon any termination which occurs other than by
reason of Tenant's default, Tenant shall be entitled to remove from the
Premises all movable personal property of Tenant, provided Tenant shall
immediately repair all damage resulting from such removal and shall
restore the Premises to its original condition, ordinary wear and tear
excepted. In the event possession of the Premises is not immediately
delivered to Landlord or if Tenant shall fail to remove all of Tenant's
movable personal property, as aforesaid, Landlord may remove any of such
property therefrom without any liability to Tenant, and at Tenant's
expense. All movable personal property which may be removed from the
Premises by Landlord shall be conclusively presumed to have been
abandoned by Tenant, and title thereto shall pass to Landlord without any
cost or credit therefor, and Landlord may, at its option and at Tenant's
expense, store and/or dispose of such property.
15. HOLDING OVER
Tenant shall pay Landlord double the latest Adjusted Monthly Base Rent
then applicable for each month or portion thereof Tenant retains
possession of the Premises, or any portion thereof, after the expiration
or termination of this Lease, and also shall pay all damages (excluding,
however, damages payable for a period of 90 days from and after the
expiration sustained by Landlord by reason of such retention of
possession. The provisions of this Article shall not constitute a waiver
by Landlord of any re-entry rights of Landlord hereinbefore or by law
provided. If Tenant retains possession of the premises, or any part
thereof, for thirty (30) days after the expiration or termination of this
Lease, then at the sole
23
option of landlord expressed by written notice to Tenant, but not
otherwise, such holding over shall constitute a renewal of this
Lease for a period of one year (or less if specified by landlord at
Landlord's option) on the same terms and conditions, except that
the Monthly Base Rent shall be increased to 125% of the latest Monthly
Base Rent, plus any subsequent escalations.
16. DAMAGE BY FIRE OR OTHER CASUALTY
16.01 SUBSTANTIAL UNTENANTABILITY
The term "substantial untenantability" shall be defined for purposes of
section 16.01 as: damage or other casualty to more than 25% of the
Building or Premises; provided, that such damage, in landlord's
reasonable opinion, will not permit Tenant to carry on its normal
pre-existing business in the remainder of the Premises.
If the Building (including machinery or equipment used in its operation)
or the Premises are made substantially untenantable by fire or other
casualty, Landlord may elect either to: (I) terminate this Lease as of
the date of the fire or other casualty by giving Tenant written notice
thereof within ninety (90) days after said date; or (ii) proceed to
repair or restore the Building or the Premises, including the leasehold
improvements initially constructed by Landlord pursuant to the Work
Letter excluding leasehold improvements and personal property paid for or
installed by Tenant.
If Landlord elects to proceed pursuant to Subsection (ii) immediately
above, Landlord shall notify Tenant thereof within ninety (90) days after
the date of such fire or other casualty, which notice shall contain
Landlord's reasonable estimate or the time required to substantially
complete such repair or restoration. In the event such estimate indicates
that the time so required will exceed one hundred eighty (180) days from
the date of the casualty, then Tenant shall have the right to terminate
this Lease as of the date of such casualty by giving written notice
thereof to Landlord not later than twenty (20) days after the date of
Landlord's notice. If Landlord's estimate indicates that the repair or
restoration can be substantially completed within one hundred eighty
(180) days, or if Tenant fails to exercise its right to terminate this
Lease, as aforesaid, this Lease shall remain in force and effect.
Tenant's right to terminate as set forth herein during the time periods
specified is subject to extensions of said time periods based upon the
provisions set forth in Section 26.07 hereinbelow.
16.02 INSUBSTANTIAL UNTENANTABILITY
If the Premises or the Building are damaged by fire or other casualty but
neither is rendered substantially untenantable, then Landlord shall
proceed to repair and restore the Building or the Premises, other than
the leasehold improvements and personal property paid for or installed by
Tenant, unless such damage occurs during the last twelve (12) months of
the
24
Term, in which event Landlord shall have the right to terminate this
Lease as of the date of such fire or other casualty by giving written
notice thereof to Tenant within thirty (30) days after the date of
such fire or other casualty. In any event, if such restoration or
repair required in Sections 16.01 and 16.02 is not substantially
completed within 270 days of the date of casualty, then, upon
notice to landlord within 30 days after the lapse of said 270-day
period, Tenant may terminate this Lease effective as of the date of
the notice.
16.03 RENT ABATEMENT
If all or any part of the Premises are rendered substantially
untenantable by fire or other casualty, or if all or any part of the
Building is damaged by fire or other casualty which makes the Premises
substantially untenantable, and this Lease is not terminated, Adjusted
Monthly Base Rent shall xxxxx for all or that part of the Premises which
is untenantable on a per diem basis from the date of the fire or other
casualty until Landlord has substantially completed the repair and
restoration work in the Premises which it is required to perform,
provided that as a result of such fire or other casualty, Tenant does not
occupy the portion of the Premises which is untenantable during such
period.
16.04 DAMAGE BY TENANT
In the event the Premises are damaged or destroyed by fire or other
casualty resulting from the act or neglect of Tenant, its agents,
contractors, employees or invitees, Tenant shall not be released from its
obligation to restore the Premises (excluding leasehold improvements and
other items initially constructed by Landlord pursuant to the Work
Letter) and pay Rent, which Rent shall not be abated. Notwithstanding the
provisions of this Paragraph 16.04, Tenant shall be relieved of its
obligation under the first sentence hereof with respect to the payment of
Rent as long as Landlord obtains insurance satisfactory to Landlord
covering rental loss in the event of a Tenant-caused fire or other
casualty and the cost of the premium therefor in excess of that which
would normally be paid for such coverage had Tenant been liable to
Landlord for damages caused by such fire or other casualty shall be paid
by Tenant to Landlord. Landlord shall use its best efforts to obtain such
coverage and shall notify Tenant from time to time in the event that
landlord is unable to obtain such coverage or such coverage is
unobtainable whereupon Tenant shall have the right to obtain such
coverage on behalf of Landlord.
17. EMINENT DOMAIN
17.01 TAKING OF WHOLE
In the event the whole or any substantial part or the Building or the
Premises is taken or condemned by any competent authority for any public
use or purpose, or conveyed under
25
threat of such condemnation, this Lease shall terminate as of the date
title vests in such authority, and Adjusted Monthly Base Rent shall be
apportioned as of said date.
17.02 TAKING OF PART
If 10% or less of the Premises in the Building shall be taken in any
proceeding by condemnation or otherwise, or be acquired for public or
quasi-public purposes (hereinafter "Condemnation"), Tenant shall have no
right to terminate this Lease. In the event that more than 10% and less
than 25% of the Premises are taken by Condemnation, Tenant shall have the
right to terminate this Lease provided such Condemnation will not permit
Tenant to carry on its normal pre-existing business in the remainder of
the Premises. In the event that 25% or more of the Premises shall be
taken by Condemnation, Landlord or Tenant shall have the option of
terminating the term of this Lease. In the event that all or a portion of
the common areas and facilities of the Building shall be taken, Tenant
shall have the right to terminate this Lease in the event: (I) safe
access is denied to the Premises; or (ii) there is substantial
interference with the normal pre-existing business of Tenant. If either
party, pursuant to the preceding sentences, desires to exercise its
option of terminating the term of this Lease, such termination shall be
effective by the party desiring to terminate giving written notice to the
other party provided that such notice shall be given not more than 30
days subsequent to the date on which Tenant shall have been deprived
possession of the part so taken and the rent and other charges payable by
Tenant shall be adjusted as of such termination date; provided, however,
if Tenant exercises its right to terminate the Lease because of a taking
of all or a portion of the common areas and facilities of the Building,
Landlord shall have the right to cure or take whatever steps it deems
advisable to cure (but shall not be obligated to do so) the conditions
which give rise to Tenant's right to terminate within 30 days from
receipt of Tenant's notice to terminate and if Landlord has cured or
corrected such conditions, or commences to cure or correct such
conditions and is pursuing same with all due diligence, then the Lease
shall remain in full force and effect and Tenant's notice to terminate
shall be null and void.
In the event of a Condemnation and this Lease is not terminated, Adjusted
Monthly Base Rent shall be reduced by an amount which bears the same
ratio to Adjusted Monthly Base Rent then in effect as the number of
square feet of rentable area in the Premises so taken or condemned bears
to the number of square feet of rentable area specified in Subsection
1.011. Landlord, upon receipt of and to the extent of the award in
condemnation or proceeds of sale, shall make necessary repairs and
restorations (exclusive of Tenant's leasehold improvement and personal
property paid for or installed by Tenant) but including the leasehold
improvements initially constructed by landlord pursuant to the Work
Letter to restore the Premises remaining to as near its former condition
as circumstances will permit, and to the Building to the extent necessary
to constitute the portion of the Building not so taken or condemned as a
complete architectural unit. In the event of a partial taking or
condemnation of the Premises and/or the Building as herein provided, the
rentable area of the Premises specified in Subsection 1.011 and/or the
rentable area at the Building as specified in this Lease, respectively,
shall be reduced for all purposes under this Lease by
26
the number of square feet of rentable area of the Premises and/or the
Building, respectively, so taken or condemned or rendered useless by
such condemnation.
17.03 COMPENSATION
Except for Tenant's right to make a claim to the condemning authority for
the unamortized value of any improvements, alterations or additions to
the Premises paid for by Tenant and for the unamortized value of any of
its personal property, trade fixtures and equipment which cannot be
removed without causing damage thereto, Landlord shall be entitled to
receive the entire price or award from any such sale, taking or
condemnation without any payment to Tenant, and Tenant hereby assigns to
Landlord Tenant's interest, if any, in such award; provided, however,
Tenant shall have the right to separately pursue against the condemning
authority an award in respect of the loss, if any, to leasehold
improvements paid for by Tenant, and for Tenant's cost of relocation
without any credit or allowance from Landlord.
18. TENANT'S INSURANCE
18.01 Tenant, at Tenant's expense, agrees to purchase and maintain in force
during the Term: (I) Comprehensive General Liability Insurance on an
occurrence basis with minimum limits of liability in an amount of
$3,000,000 for bodily injury, personal injury or death to any one
person and $3,000,000 for bodily injury, personal injury or death to
more than one person, and $1,000,000 with respect to damage to
property, including water and sprinkler, damage; and (ii) Fire
Insurance, with extended coverage and vandalism and malicious mischief
endorsements, in an amount adequate to cover the full replacement value
of all leasehold improvements and all fixtures, contents and wall and
paid floor coverings in the Premises paid for and install by Tenant.
Such insurance shall. for and be written on an "all risks" of physical
loss or damage basis, for full replacement cost value of the install
covered items and in amounts that meet any coinsurance by Tenant
clauses of policies of insurance.
18.02 The policy referred to in Section 18.01(I) shall name Landlord, the
Beneficiaries, the Manager and their respective agents and employees as
additional insureds and shall not provide for deductible amounts. The
policy referred to in Section 18.01(ii) shall not provide for
deductible amounts in excess of $5,000.00. Each policy referred to in
Section 18.01 shall be issued by one or more responsible insurance
companies reasonably satisfactory to Landlord and shall contain the
following provisions and endorsements: (I) that such insurance may not
be canceled or amended without thirty (30) days' prior written notice
to Landlord, the Beneficiaries and the Manager; (ii) an express waiver
of any right of subrogation by the insurance company against Landlord,
the beneficiaries, the Manager and their respective agents and
employees; and (iii) that the policy shall not be invalidated should
the insured waive in writing prior to a loss, any or all rights of
recovery against any other party for losses covered by such policies.
27
18.03 Tenant shall deliver to Landlord, certificates of insurance of all
policies xxx renewals thereof to be maintained by Tenant hereunder, not
less than ten (10) days prior to the Commencement Date and not less
than ten (10) days prior to the expiration date of each policy.
Provided that the insurance policies of Tenant will not be invalidated
nor will the right of the insured to collect the proceeds payable under
such policies be adversely affected by the waiver contained in the
following portion of this sentence, Tenant hereby expressly waives all
rights of recovery which it might otherwise have against Landlord, the
Beneficiaries, the Manager or their agents, and employees, for loss or
damage to person, property or business to the extent that such loss or
damage is covered by valid and collectible insurance policies,
notwithstanding that such loss or damage may result from the negligence
of Landlord, the Beneficiaries, the Manager or their agents or
employees. Tenant shall use its best efforts to obtain from its insurer
the right to waive claims as set forth in the preceding sentence
without thereby invalidating its insurance or affecting its right to
proceeds payable thereunder.
18A. LANDLORD'S INSURANCE
18A.01 Landlord shall maintain insurance policies covering the
Building against loss or damage by boiler explosion, fire and the
perils specified in the standard extended coverage endorsement in
an amount required from time to time by the holder of the first
mortgage on the land and Building but not less than 80% of the
actual cash value of the Building (less depreciation) and such
other risks, if any, as similar office buildings are at the time
customarily insured against in the City of Chicago. The term
"Building" shall include, for the purposes of the foregoing
policies, the Building and all fixtures, equipment and
appurtenances constituting a part thereof, including the Premises,
and any and all improvements, alternations or additions thereto
made by the Landlord. The proceeds of such insurance in case of
loss or damage shall, subject to the rights of the holder of the
first mortgage on the Land and Building, be applied on account of
the obligation to repair and/or rebuild the Building.
Except as set forth in Section 16.04 and notwithstanding anything
in the Lease contained to the contrary, Tenant shall not be liable
to Landlord or to any insurance company, insuring landlord for any
los or damage to the premises, including any and all improvements,
alterations or additions thereto, whether made by Landlord, Tenant
or otherwise, and to the Building which was or could have been
covered by policies of insurance coverage the risks in the Building
even though such loss or damage may have been occasioned by the
negligence of Tenant, its agents, employees, licensees, contractors
or invitees.
19. RULES AND REGULATIONS
Tenant agrees for itself and for its subtenants, employees, agents. and
invitees to comply with the Rules and Regulations attached hereto as
Exhibit C and with all reasonable modifications, amendments, and
additions thereto which Landlord may from time to time make so long as
said modifications, amendments, and additions do not unreasonably
28
restrict Tenant's use of the Premises as set forth by Section 7.01
hereinabove. Landlord shall not be responsible for any violation at the
Rules and Regulations by other tenants of the Building and shall have no
obligation to enforce the same against other tenants.
20. LANDLORD'S RIGHTS
Landlord shall have the following rights exercisable without notice
(except as expressly provided to the contrary in this Lease), without
liability to Tenant for damage or injury to persons, property or business
and without being deemed an eviction or disturbance of Tenant's use or
possession of the Premises or giving rise to any claim for setoff or
abatement of Rent: (I) To change the Building's name or Street address
upon thirty (30) days' prior written notice to Tenant; (ii) To install,
affix and maintain all signs on the exterior and/or interior of the
Building, provided, such signs are designed and displayed in good taste
and consistent with the first class character of the Building. (iii) To
designate and/or approve prior to installation, all types of signs,
window shades, blinds, drapes, awnings or other similar items, and all
internal lighting that may be visible from the exterior of the Premises
or the public corridors of the Building; (iv) To display the Premises to
prospective tenants at reasonable hours during the last eighteen (18)
months of the Term, (v) Subject to the consent of Tenant required under
Section 11.03 hereunder as to the premises and ground floor of the
Building. To change the arrangement of entrances, doors, corridors,
elevators and stairs in the Building, provided that no such change will
materially adversely affect access to the Premises (vi) To grant to any
party the exclusive right (to the extent permitted by law) to conduct any
business or render any service in or to the Building, provided such
exclusive right shall not operate to prohibit Tenant from using the
Premises for the purposes permitted hereunder; (vii) To prohibit the
placing of vending or dispensing machines of any kind in or about the
Premises; (viii) To have access for Landlord and other tenants of the
Building to any mail chutes and boxes located in or on the Premises
according to the rules of the United States Post Office; (ix) To close
the Building after normal business hours, except that Tenant and its
employees and invitees shall be entitled to admission at all times, under
such regulations as Landlord prescribes for security purposes; (x) To
take any and all reasonable measures, including inspections and repairs
to the Premises or to the Building, as may be necessary or desirable in
the operation or protection thereof; (xi) To retain at all times master
keys or pass keys to all doors in and to the Premises; (xii) To install,
operate and maintain a building security system which monitors, by closed
circuit television or otherwise, all persons entering and leaving the
Building and all public areas of the Building including, but not limited
to, elevators and staircases; and (xiii) To install and maintain pipes,
ducts, conduits, wires and structural elements located in the Premises
which serve other parts of the Building.
21. ESTOPPEL CERTIFICATE
Tenant shall from time to time, upon not less than 10 days prior written
request by Landlord or any mortgagee holding a mortgage on the Land,
deliver to Landlord or such mortgagee a statement in writing certifying:
(i) That this Lease is unmodified and in full
29
force and effect or, it there have been modifications, that this
Lease, as modified, is in full force and effect; (ii) The amount of
Adjusted Monthly Base Rent then payable hereunder and the date to
which Rent has been paid; (iii) to the best knowledge of the
Tenant, that Landlord is not in default under this Lease or, if in
default, a detailed description of such default(s); (iv) That
Tenant is or is not in possession of the Premises, as the case may
be; and (v) Such other information as landlord may request.
22. RELOCATION OF TENANT
[INTENTIONALLY DELETED]
23. REAL ESTATE BROKERS
Landlord and Tenant represents that neither, except for Sudler & Co.
(whose commission shall be paid by Landlord) has not dealt with any real
estate broker, sales person, or finder in connection with this Lease, and
no such person initiated or participated in the negotiation of this
lease, or showed the Premises to Tenant. Landlord and Tenant hereby agree
to indemnify and hold harmless Landlord, Tenant, the Beneficiaries and
the Manager from and against any and all liabilities and claims for
commissions and fees arising out of a breach of the foregoing
representations.
24. MORTGAGE - GROUND LEASE
24.01 Landlord may execute and deliver a mortgage(s) or trust
deed(s) in the nature of a mortgage, both sometimes hereinafter
referred to as "Mortgage" against the Building and/or Land or any
interest therein, and may sell and lease back the Land. This Lease
and the rights of Tenant hereunder shall be and are hereby made
expressly subject and subordinate at all times to any such Mortgage
and/or ground lease, now or hereafter existing and all amendments,
modifications and renewals thereof and extensions, consolidations
or replacements thereof, and to all advances made or hereafter to
be made upon the security thereof; provided, Tenant is in receipt
of a Non-Disturbance Agreement from such mortgagee and/or ground
lessor to the effect that Tenant's rights hereunder and to
possession of the Premises will not be disturbed as long as it is
not in default under the Lease. Tenant agrees to execute and
deliver such further instruments subordinating this Lease to said
Mortgage or ground lease as may be requested in writing by Landlord
from time to time within twenty (20) day of Landlord's request.
Notwithstanding the foregoing, landlord shall have the option to
make this Lease superior to any Mortgage on the Building and/or
Land.
Should any Mortgage or financing affecting true Building or the Land be
foreclosed or if any ground or underlying lease be terminated:
(i) The liability of the mortgagee, trustee or purchaser at such
foreclosure sale or the liability of a subsequent owner
designated as Landlord under this Lease shall exist only so
long as such trustee, mortgagee, purchaser or owner is the
owner of the
30
Building or Land and such liability shall not continue or
survive after further transfer of ownership.
(ii) Upon request of the mortgagee or trustee, Tenant will attain,
as Tenant. under this Lease, to the purchaser at any
foreclosure sale thereunder, or if any ground or underlying
lease be terminated for any reason, Tenant will attorn as
tenant under this Lease to the ground lessor under the ground
lease and will execute such reasonable instruments as may be
necessary or appropriate to evidence such attainment.
Tenant covenants and agrees to give any Mortgagee and/or Trust Deed
Holder and/or Ground Lessor, by Registered Mail, a copy of any notice of
default served upon the Landlord, provided that prior to such notice
Tenant has been notified, in writing (by way or notice of Assignment of
Rents and Leases, or otherwise) of the address of such Mortgagee and/or
Trust Deed Holder and/or Ground Lessor. Tenant ( further covenants and
agrees that (except in emergency situation if Landlord shall except have
failed to cure such default within the time in provided for in the Lease,
then the Mortgagee and/or emergency Trust Deed Holder and/or Ground
Lessor shall have an situation: additional thirty (30) days within which
to cure such default or if such default cannot be cured within that time,
then such additional time as may be necessary if within such thirty (30)
days, any Mortgagee and/or Trust Deed Holder and/or Ground Lessor has
commenced and is diligently pursuing the remedies necessary to cure such
default (including but not limited to commencement of foreclosure
proceedings, if necessary to effect such cure), in which event the Lease
shall not be terminated while such remedies are being so diligently
pursued.
25. NOTICES
All notices required or permitted to be given hereunder shall be in
writing and shall be deemed given and delivered, whether or not received,
when deposited in the United States Mail, postage prepaid and properly
addressed, certified mail, return receipt requested, at the following
addressees: (I) To Landlord: U.S. EQUITIES REALTY, INC., Managing Agent,
000 XXXXX XXXXXXXX XXXXXX, XXXXX 000, XXXXXXX, XXXXXXXX 00000, Attention:
Vice President/Commercial Properties, or such other address as Landlord
shall designate by written notice to Tenant; and (ii) To Tenant: At the
address specified in Subsection l.01C prior to the Commencement Date, and
at the Premises after the Commencement Date, or such other address as
Tenant shall designate by written notice to Landlord.
26. MISCELLANEOUS
26.01 LATE CHARGES
All delinquent Rent and other payments due from Tenant to Landlord (1)
shall bear interest at the maximum rate permitted by law or at the prime
interest rate being charged by Continental Illinois National Bank and
Trust Company OF Chicago to its commercial
31
customers from time to time, whichever is less, from the date due until
paid, or (ii) Tenant shall pay a late charge penalty of l0% of the
delinquent rent, whichever is greater.
26.02 ENTIRE AGREEMENT
This Lease and the Exhibits attached hereto contain the entire agreement
between Landlord and Tenant concerning the Premises and there are no
other agreements, either oral or written.
26.03 NO OPTION
The execution of this Lease by Tenant and delivery of same to Landlord or
the Manager does not constitute a reservation of or option for the
Premises or an agreement to enter into a Lease, and this Lease shall
become effective only if and when Landlord executes and delivers same to
Tenant; provided, however, the execution and delivery by Tenant of this
Lease to Landlord or the Manager shall constitute an irrevocable otter by
Tenant to lease the Premises on the terms and conditions herein
contained, which offer may not be withdrawn or revoked for thirty (30)
days after such execution and delivery. If Tenant is a corporation, it
shall deliver to Landlord, concurrently with the delivery to Landlord of
an executed Lease, certified resolutions of Tenant's directors
authorizing execution and delivery of this Lease and the performance by
Tenant of its obligations hereunder.
26.04 ACCORD AND SATISFACTION
No payment by Tenant or receipt by Landlord of a lesser amount than any
installment or payment of Rent due shall be deemed to be other than on
account of the amount due, and no endorsement or statement on any check
or any letter accompanying any check or payment of Rent shall be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such
installment or payment of Rent or pursue any other remedies available to
Landlord. No receipt of money by Landlord from Tenant after the
termination of this Lease or Tenant's right of possession of the Premises
shall reinstate, continue or extend the Term.
26.05 LANDLORD'S OBLIGATIONS ON SALE OF BUILDING
In the event of any sale or other transfer of the Building, Landlord and
the seller or transferor (and the beneficiaries of any selling or
transferring land trust) shall be entirely freed and relieved of all
agreements and obligations of Landlord hereunder accruing or to be
performed after the date of such sale or transfer; provided the
obligations of Landlord hereunder are assumed by such transferee and
Tenant is in receipt of such written assumption.
26.06 BINDING EFFECT
32
This Lease shall be binding upon and inure to the benefit of Landlord and
Tenant arid their respective heirs, legal representatives, successors and
permitted assigns.
26.07 FORCE MAJEURE
Except with respect to Landlord's obligations to cause the Premises and
Building to be ready for occupancy on December 1, 1984, Landlord shall
not be deemed in default with respect to any of the terms, covenants and
conditions of this Lease on Landlord's part to be performed, if Landlord
fails to timely perform same and such failure is due in whole or in part
to any strike, lockout, labor trouble (whether legal or illegal), civil
disorder, inability to procure materials, failure of power, restrictive
governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, acts of God, acts caused directly or
indirectly by Tenant (or Tenant's agents, employees or invitees) or any
other cause beyond the reasonable control of Landlord.
26.08 CAPTIONS
The Article and Section captions in this Lease are inserted only as a
matter of convenience and in no way define, limit, construe, or describe
the scope or intent of such Articles and Sections.
26.09 APPLICABLE LAW
This Lease shall be construed in accordance with the laws of the State of
Illinois.
26.10 TIME
Time is of the essence of this Lease and the performance of all
obligations hereunder.
26.11 LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES
If Tenant fails to timely perform any OF its duties under this Lease,
Landlord shall have the right (but not the obligation) , after the
expiration of any grace period elsewhere under this Lease expressly
granted to Tenant f or the performance of such duty, to perform such duty
on behalf and at the expense of Tenant without further prior notice to
Tenant, and all sums expended or expenses incurred by Landlord in
performing such duty shall be deemed to be additional Rent under this
Lease and shall be due and payable upon demand by Landlord.
26.12 LIMITATION OF LIABILITY
The term Landlord as used herein means the partnership which owns the
beneficial interest in LaSalle National Bank Trust No. 106020, which
holds legal title to the Building and the Land, and any obligation or
liability of Landlord hereunder shall be limited to its partnership
assets and no partners of said partnership shall be individually or
personally
33
liable for any claim arising out of this Lease. A deficit capital
account of any such partner shall not be deemed an asset or property
of said partnership.
26.13 PARTIAL INVALIDITY
If any term, covenant, or condition of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such
term, covenant or condition to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected
thereby and each term, covenant and condition of this Lease shall be
valid and be enforced to the fullest extent permitted by law.
26.14 RIDERS
All Riders attached hereto and executed both by Landlord and Tenant shall
be deemed to be a part hereof and hereby incorporated herein.
IN WITNESS WHEREOF, this Lease has been executed as of the date set forth
in Subsection 1.01D hereof.
LANDLORD:
U.S. EQUITIES REALTY, INC., as
Agent for the beneficiary
of LASALLE NATIONAL BANK
not personally, but as
Trustee under Trust
Agreement dated March 1,
1983, and known as Trust
No. 106020
ATTEST:
By: /s/ By: /s/
------------------------------------ ----------------------------
Title President
ATTEST: TENANT: ILLINOIS STATE MEDICAL
BY: ILLINOIS STATE MEDICAL INTER-INSURANCE EXCHANGE
INSURANCE SERVICES, INC.,
ATTORNEY IN FACT By: /s/
-----------------------------
Title Chairman of the Board
By: /s/
-------------------------------------
Secretary-Treasurer
34
RIDER ATTACHED TO AND MADE A PART OF THAT
CERTAIN LEASE DATED JULY____, 1983 WITH
RESPECT TO 00 XXXXX XXXXXXXX XXXXXX,
XXXXXXX, XXXXXXXX
1. NAME OF AND ON BUILDING. Within 30 days of the Commencement Date,
Landlord shall install and thereafter maintain during the term hereof and
option terms, if any, at its sole cost and expense, two (2) stone plaques
with approximate dimensions of l8"x24" naming Tenant (or the designee as to
which Landlord is notified within 30 days of the date hereof) in such
location on the front of the Building and such style and fashion as shall be
reasonably acceptable to Landlord and Tenant. Following the execution of this
Lease and during the term and option terms, if any, Landlord may not name the
Building or change the name of the Building to a name which is, in fact, a
direct competitor of the Tenant (and designee) or perceived by the public to
be a direct competitor of the Tenant (and designee).
2. PUBLIC IMAGE OF THE BUILDING. Landlord recognizes that the
characterization of other tenants' businesses within the Building is vital so
as to not adversely affect the business of the Tenant within the Building. As
an inducement and condition precedent to Tenant's execution hereof, Landlord
shall not subsequent to the execution hereof and during the term and option
term(s), if any: (a) enter into any lease or other arrangement for a term
commencing prior to the expiration of the term of this Lease and option
terms, if any respecting the use of space on the ground floor, mezzanine (not
intended to include the second floor of the Building) and lower concourse of
the Building, if any, for the purpose of: (i) a game room or other type of
amusement arcade containing coin or token-operated amusement devices either
as its primary business or incidental to another business. As used herein ,
an "amusement arcade" shall mean more than three amusement devices; (ii) a
"fast-food" type restaurant such as, without limiting the generality of the
foregoing, Burger King, McDonald's, Wendy's, Popeye's, Kentucky Fried Chicken
or Xxxxx'x Fried Chicken Restaurant wherein sit-down table service is not
available to patrons; (iii) a discount, wholesale, outlet or surplus store
selling any type of tangible personal property or operated in a manner
inconsistent with the first class character of the Building; (iv) xxxxxx shop
and beauty shop except to the extent operated in conjunction with a business
otherwise acceptable to Tenant but nevertheless occupying no more than 25% of
the premises demised to such business; or (v) medical insurance sales or
claims office (except in conjunction with a bank or realty company; provided,
at no time may signs advertising such aspect of the business be posted in or
on the Building in any manner); or (b) enter into any lease or other
possessory arrangement for a term commencing prior to the expiration of the
term of this Lease and option terms, if any respecting the use of space on
any floor within the Building for the: (x) practice of any type of medicine,
dentistry or fields related thereto; or as a (y) city or state agency or U.S.
or foreign embassy; or (c) enter into any lease or other possessory
arrangement for a term commencing prior to the expiration of the term of this
Lease and option terms, if any for space within the Building for a purpose
inconsistent with the first class characterization of the Building. Landlord
may, at any time after the execution hereof, deliver a written notice to
Tenant and its counsel, Xxxxxxx X. Xxxxxx, Esq., Xxxxxxxx & Xxxxx, 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 specifying a tenant, its
business and proposed use for space within the Building and such other
information as Tenant may request. Tenant shall have thirty (30)
1
days from and after its receipt of such notice to consent to the proposed
tenant and use, which consent shall not be unreasonably withheld. In the
event Tenant does not respond to such notice, then such failure to respond
shall be deemed consent by Tenant to the proposed tenancy.
Landlord represents and warrants to Tenant that as of the date hereof
it has not entered into a lease or arrangement for space in the Building or
the name of the Building in violation of Sections 1 and 2 above.
In the event Tenant fails to exercise the Options to renew granted in
Section 11 of this Rider, then the prohibitions specified and rights granted
in this Section 2 to Tenant shall be waived effective as of the commencement
of the tenth and fifteenth year of the term hereof, as the case may be.
3. NON-DISTURBANCE AGREEMENT. Notwithstanding anything in the Lease
contained to the contrary, if the Building or Land is subject to a mortgage
or deed of trust in the nature Of a mortgage or ground lease (hereinafter
collectively referred to as the "Mortgage"), then Landlord shall on or before
ninety (90) days from the date hereof deliver to Tenant a Non-Disturbance
Agreement in substantially the form attached hereto as Exhibit "D" from the
holder of such Mortgage, which Agreement shall expressly recognize Tenant's
rights under this Lease and permit Tenant's continued possession of the
Premises herein demised so long as Tenant is not in default under this Lease
notwithstanding any such action by such mortgagee to foreclose or otherwise
pursue its remedies thereunder. In the event that Landlord does not furnish
to Tenant such Non-Disturbance Agreement within such 90-day period, then by
written notice to Landlord, Tenant may terminate this Lease upon thirty (30)
days' written notice to Landlord. Tenant agrees that it will, by appropriate
instrument, subordinate this Lease to any future Mortgage imposed upon the
Land or Building; provided and concurrently therewith the holder of such
Mortgage shall deliver to Tenant a Non-Disturbance Agreement in the form
required hereunder.
4. CONSTRUCTION AND COMMENCEMENT DATE. Landlord and Tenant agree to
perform all of their respective covenants under the Work Letter and to pay
the respective portions of the cost and expenses incurred therein in
accordance with the terms of such Work Letter. In the event that the
Commencement Date occurs later than December 1, 1984, then the expiration of
the Lease shall automatically be extended so that the term of the Lease is
ten (10) years. The parties agree that this Lease shall not be recorded, but
upon written request of Landlord or Tenant, a memorandum of lease prepared by
Landlord shall be promptly executed by both parties. Any cost of recording
the memorandum of lease shall be borne by the party recording the same.
5. LANDLORD TO PAY TAXES. Subject to Landlord's right to protest to
applicable governmental authorities, Landlord shall pay all real estate
taxes, assessments, water rates and sewer rates and other charges which may
be levied, assessed or charged against the land and Building and shall make
all payments required to be made by named landlord under the terms of
any mortgage or deeds of trust or underlying ground lease which is now or
hereafter a lien on the Building or land, superior to this Lease and shall
promptly remove or bond to the reasonable satisfaction of any mortgagee any lien
of mechanic's or materialmen pieced against the land or Building or any part
thereof. Landlord shall, at Tenant's request, protest the applicable governing
2
authority the imposition of all Taxes assessed or imposed against the land and
Building. The cost of such protest (including reasonable attorneys fees) will be
deducted from any resulting deduction to determine taxes. In the event Tenant
requests Landlord to protest Taxes and Landlord fails to either respond with a
statement of Landlord's counsel that, in its opinion, the Taxes are not capable
of further reduction or initiate a protest within 180 days of the date of such
request, Landlord shall permit Tenant to file such protest and initiate such
proceedings as are necessary in connection therewith and, for such purpose,
appoints Tenant as attorney in fact for Landlord with full power and authority
to execute and deliver in the name of Landlord, any instrument required to be
executed or filed in connection with such protest proceedings.
6. INDEMNITY. Except for the negligence of Tenant, its contractors,
agents and employees, Landlord shall indemnify and hold Tenant harmless of, from
and against all claims, demands, costs and expenses, including reasonable
attorneys fees and the defense thereof arising from Landlord's or Landlord's
agents, management of the Building or from any act or negligence of Landlord,
its agents, servants or employees, in or about the Building and Premises or from
any breach or default on the part of Landlord in the performance of any covenant
on the part of Landlord to be performed pursuant to the terms of this Lease. In
case of any action or proceeding brought against Tenant by reason of any such
claim, upon notice from Tenant, Landlord covenants to defend such action or
proceeding by counsel reasonably satisfactory to Tenant.
7. ATTORNEYS FEES. Either party shall pay upon demand, all reasonable
costs and expenses, including reasonable attorneys fees incurred by the
successful party in accordance with an order of court in enforcing the
observance and performance by such party of all covenants, conditions and
provisions of this Lease and the exhibits attached hereto, including, but not
limited to, the Work Letter or resulting from the other party's fault under this
Lease.
8. ORDINANCES. Subject to either party's right to protest to applicable
governmental authorities, Landlord shall comply, at Landlord's expense, with all
federal, state, county and municipal laws and ordinances and all rules and
regulations affecting the Building, except that Tenant shall comply with such
laws and ordinances, rules, regulations and orders which specifically relate to
Tenant's use or occupancy of the Premises. Landlord covenants that on the
Commencement Date the Premises shall comply with any applicable legal,
governmental or quasi- governmental requirement, ordinance or rule (including
the Board of Fire Underwriters) and thereafter, for the balance of the term, the
Premises shall be in compliance with all such laws or ordinances to allow
Tenant's continued occupancy hereunder.
9. BUILDING CONSTRUCTION. The Building shall be remodeled pursuant to
the Building Plans and Specifications. Tenant shall have the right to be
advised by Landlord of any changes or revisions ("Changes") made to the
Building Plans and Specifications which shall substantially affect: (a) the
layout of the Premises; (b) the finishes in the lobby area and to the
exterior of the Building; (c) the number of elevators which are to service
the Premises; and (d) the mechanical systems insofar as such Changes
substantially reduce the quantity or quality of the heating, ventilating, air
conditioning and electricity to be furnished to the Premises in accordance
with the
3
Lease and/or the Work Letter. Landlord will advise Tenant and Tenant's space
planner (when Landlord has been advised of the same) of such Changes within
five (5) days after Landlord has confirmed with its architect that such
Changes will be made. Such Changes shall be subject to approval by Tenant,
which approval shall not be unreasonably withheld. If Tenant does not .object
to such Changes within five (5) days after notice of same, Landlord may
effectuate such Changes and Tenant shall be deemed to have accepted them as
if Tenant consented to them in writing.
10. EXPANSION OPTION. Tenant shall have the right, privilege and option
to be exercised by Tenant, in its sole and unconfined discretion and provided it
is not in default hereunder at the exercise of the option or commencement of
the- term of the lease for the Expansion Space (as hereinafter defined), to rent
for a period coterminous with the term hereof (including option periods, if any)
not to exceed 50% of the contiguous rentable space on a floor(s) within the
Building to be designated by Landlord within 90 days of the exercise of the
option ("Expansion Space") subject to the following terms and conditions:
A. Tenant shall give written notice to Landlord on or before
the expiration of the fourth year of the term hereof that it
desires to rent Expansion Space; and
B. Whether or not Tenant has exercised the option granted under
Paragraph 10A above, Tenant shall give written notice to Landlord on or
before the expiration of the ninth lease year that it desires to lease
additional Expansion Space (which need not be contiguous to the portion
leased under Paragraph 10A above.)
If the Expansion Space allocated to Tenant pursuant tot the foregoing options
has not been previously leased to other tenants, then Landlord, at its sole cost
and expense, shall construct the Expansion Space in accordance with building
standards prevailing in the Building as of the date hereof ("Expansion Work")
and deliver the same to Tenant on the commencement date of the sixth or tenth
year of the term, as the case may be ("Delivery Date") and rent therefor shall
commence as of the Delivery Date provided Landlord has substantially completed
the Expansion Work. If the Expansion Space designated by Landlord has been
previously leased to other tenants and such tenants are currently occupying such
space, then Landlord shall, at its sole cost and expense, relocate such tenants
and make the Premises available to Tenant in a broom clean condition but
otherwise on an "as is" basis ("Relocation Work") on the Delivery Date and rent
therefor shall commence as of the Delivery Date; provided, Landlord has
completed the Relocation Work. Any dispute as to the completion of either the
Expansion Work or Relocation Work shall be referred to arbitration as set forth
in Section 13.
The Monthly Base Rent for the Expansion Space shall be 1/12th of the
product obtained by multiplying: (i) the square feet of rentable area of the
Expansion Space by (ii) the annual per square foot "market rate" rent (as
hereinafter defined), as adjusted pursuant to the terms of this Lease for
each such space. Market rate is defined for any Expansion Space as the bona
fide annual rent per square foot of net rentable area being offered by
Landlord to prospective tenants (excluding existing tenants under renewal
options) for a lease term commencing on or after the date rent is to begin
for the Expansion Space or the beginning date of any other portion of the
4
term under a lease for Expansion Space which requires an increase to the then
market rate rent, for comparable office area in the Building and for leases
containing comparable terms and conditions for "as is" space reduced by the
amount, if any, by which operating expenses included in such annual rental
exceeds the Base Operating Expenses under this Lease. One-twelfth of the
amount so calculated multiplied by the rentable area of the space, shall be
the Monthly Base Rent applicable to such space and shall be subject to
adjustment in the manner provided in this Lease.
Landlord shall notify Tenant 45 days prior to the date rental is to
begin under an Expansion Space Lease of the market rate applicable to such
space. If, within 15 days after receipt of such notice, Tenant fails to
notify Landlord, in writing, of Tenant's objections to the market rate
submitted by Landlord, Tenant shall be deemed to have accepted such market
rate. If, within said 15-day period, Tenant notifies Landlord of its
objections to the proposed market rate, the parties agree to negotiate in
good faith their differences within 30 days immediately following Tenant's
notice of objections to the market rate, and failing agreement within said
period of time, the matter shall be submitted for appraisal in a manner
hereinafter provided.
In the event the parties fail to agree on a market rate, Landlord and
Tenant shall, within 10 days after the expiration of said 30-day period for
negotiation, each appoint an appraiser who is a member of the American
Institute of Real Estate Appraisers, or if it shall not be in existence, a
member of the most nearly comparable organization, and each party shall
notify the other as to the name and address of the appraiser selected. The
two appraisers shall, during the next 15 days, meet and attempt to agree on
the market rate within the definitions set forth herein. In determining
market rate, the appraiser shall use, as a basis for confirming whether
Landlord's offer is bona fide, the actual leases made by Landlord for
comparable space in the Building for a lease term commencing within the
6-month period immediately preceding or at any date after the date of the
commencement of rent for the Expansion Space.
If, upon the expiration of said 15-day period, the appraisers fail to
agree on a market rate, they shall select a third appraiser, also a member of
the American Institute of Real Estate Appraisers, and notify Landlord and
Tenant of such appraisers, name and selection. If the two appraisers are
unable to agree on a third appraiser, either party, by giving 5 days' written
notice to the other, may apply to the then president of the Chicago Bar
Association for the selection of a third appraiser who meets the
qualifications stated hereinabove. Within 15 days after the selection of a
third appraiser, a majority of the appraisers shall set the market rate. If a
majority of the appraisers are unable to set the market rate within the
stipulated period of time, the three appraisers' decision on market rate
shall in each instance be added together and their total divided by three
with the resulting quotient consisting the market rate.
In the event the parties hereto fail to agree upon the market rate
hereunder, and until the market rate is determined in the manner provided
herein, the Tenant agrees to pay market rate- rent ,"Temporary Monthly Market
Rate Rent" until the parties agree on the market rate. Upon the termination
of the market rate, the Landlord shall, within 10 days of such determination,
refund to the Tenant or the Tenant shall, within 10 days of such
determination, pay to Landlord the difference between the temporary monthly
market rate rent paid by Tenant and the finally determined market rate.
5
Notwithstanding anything to the contrary contained herein, the Market
Rate Rent for any Expansion Space shall never be less than the then Adjusted
Monthly Rental under this Lease reduced by the difference between the then
estimated operating expenses and the Base Operating Expenses under this Lease.
11. OPTION TO RENEW. Tenant may, at its option, renew this Lease for two
(2) consecutive additional 5-year periods by giving not less than one (1) year's
written notice to Landlord prior to the expiration of the original term and
first option term; provided, that Tenant shall not be in default of any of the
terms and conditions to be kept, observed and performed hereunder at the
exercise of each option or at the commencement of each new term. For purposes
hereof, any Expansion Space shall constitute a portion of the Premises and be
included in the option term(s). Upon the exercise of each option, this Lease
shall continue for the extended period of time, upon the same terms and
conditions as in this Lease set forth, with the exception of this paragraph, and
at a Market Rate Rent (as hereinafter defined).
The Monthly Base Rent for each option term shall be 1/12th of the product
obtained by multiplying: (i) the square feet of rentable area of the Premises by
(ii) the annual per square foot Market Rate Rent, as adjusted pursuant to the
terms of this Lease. Market rate is defined for any option term as the bona fide
annual rent per square foot of net rentable area being offered by Landlord to
prospective tenants (excluding existing tenants under renewal options) for a
lease term commencing on or after the date rent is to begin for an option period
for comparable office area in the Building reduced by the amount, if any, by
which operating expenses including in such annual rental exceed the base
Operating Expenses under this lease. One-twelfth of the amount so calculated
multiplied by the rentable area of the space, shall be the Monthly Base Rent
applicable to such space for each option period.
Landlord shall notify Tenant 45 days prior to the date rental is to
begin for each option period of the Market Rate applicable to the Premises.
If, within 15 days after receipt of such notice, Tenant fails to notify
Landlord, in writing, of Tenant's objections to the Market Rate submitted by
Landlord, Tenant shall be deemed to have accepted such Market Rate. If,
within said 15-day period, Tenant notifies Landlord of its objections to the
proposed Market Rate, the parties agree to negotiate in good faith their
differences within 30 days immediately following Tenant's notice of
objections to the Market Rate and, failing agreement within said period of
time, the matter shall be submitted for appraisal in a manner hereinafter
provided.
In the event the parties fail to agree upon a Market Rate, Landlord and
Tenant shall, within 10 days after the expiration of said 30-day period for
negotiation, each appoint an appraiser who is a member of the American Institute
of Real Estate Appraisers or if it shall not be in existence, a member of the
most nearly comparable organization, and each party shall notify the other as to
the name and address of the appraiser selected. The two appraisers shall, during
the next 15 days, meet and attempt to agree on the Market Rate within the
definition set forth herein. In determining Market Rate, the appraiser shall
use, as a basis for confirming whether Landlord's offer is bona fide, the actual
leases made by Landlord for comparable space in the Building for a
6
lease term commencing within the 6-month period immediately preceding or at
any date after the date of the commencement of rent for each option term.
If, upon the expiration of said 15-day period, the appraisers fail to
agree on a Market Rate, they shall select a third appraiser, also a member of
the American Institute of Real Estate Appraisers, and shall notify Landlord and
Tenant of such appraisers, name and selection. If the two appraisers are unable
to agree on a third appraiser, either party, by given 5 days' written notice to
the other, may apply to the then president of the Chicago Bar Association for
the selection of a third appraiser who meets the qualifications stated
hereinabove. Within 15 days after the selection of a third appraiser, a majority
of the appraisers shall set the Market Rate. If a majority of the appraisers are
unable to set the Market Rate within the stipulated period of time, the three
appraisers' decision on Market Rate shall in each instance be added together and
their total divided by three with the resulting quotient constituting the Market
Rate.
In the event the parties hereto fail to agree upon the Market Rate
hereunder, and until the Market Rate is determined in the manner provided
herein, Tenant agrees to pay Temporary Market Rate Rent until the parties agree
on a Market Rate. Upon determination of the Market Rate, the Landlord shall,
within 10 days of such determination, refund to the Tenant or the Tenant shall,
within 10 days of such a determination, pay to Landlord the difference between
the Temporary Market Rate Rent paid by Tenant the finally determined Market
Rate.
Notwithstanding anything to the contrary contained herein, the Market
Rate Rent for any option period shall never be less than the then Adjusted
Monthly Rental under this Lease reduced by the difference between the then
estimated operating expenses and the Base Operating Expenses under this Lease.
12. DEMOLITION. In no event may this Lease be terminated by Landlord
during the term hereof or the first option term on account of a proposed
demolition of the Building. During the second option term only, Landlord may
elect "to demolish the Building" provided it strictly complies with the
following: (a) Landlord shall send to Tenant not less than 18 months' prior
written notice of the date it intends to terminate this Lease, as provided
herein; and (b) Landlord shall pay to Tenant at the time it sends its notice
to terminate the Lease the "unamortized cost" (as hereinafter defined) of all
leasehold improvements, alterations, additions and fixtures paid for or
incurred by Tenant in or about the Expansion Space and Premises.
The term "to demolish the Building" is defined for these purposes to
mean that the Building will be demolished and razed completely within a
reasonable time of the effective date of Landlord's notice to terminate the
Lease as provided in Landlord's notice to Tenant.
The term "unamortized cost" is defined for these purposes to mean the
unamortized cost of all leasehold improvements, alterations, additions and
fixtures paid for or incurred by Tenant in or about the Expansion Space and
Premises and based upon a 7-1/2 year straight line amortization of such costs
and expenses starting with the commencement date(s) of the lease(s) for the
Expansion Space and/or date of improvements to the Premises.
7
13. ARBITRATION. Arbitration shall only be involved where the Lease or
the Rider explicitly states that the parties may arbitrate such matter and/or
dispute.
The parties shall endeavor to choose persons qualified to render a
decision with respect to such matters; provided, that neither party shall
have the right to challenge the other party's choice on the basis of such
qualification. If such dispute is not settled within sixty (60) days after
written notice from one party to the other informing the other party of the
existence of such dispute, then either party may within thirty (30) days
following the expiration of the said 60-day period refer such dispute to
arbitration in the manner herein provided by the giving of notice by one
party to the other that it desires arbitration. Two arbitrators shall be
chosen, one by the Landlord and one by the Tenant, and within ten (10) days
thereafter a third arbitrator shall be selected by the two thus chosen. If
either of the parties hereto shall fail to make such choice within the time
herein provided, or the then two arbitrators shall fail to choose a third
arbitrator within the time herein provided, then the party not in default in
selecting an arbitrator, or either party in the event that the two
arbitrators so chosen shall have failed to select a third, may upon five (5)
days' notice to the other party, request the residing of the district court
of the United States for the district in which the Building is located,
acting in his private and non-judicial capacity, .to choose an arbitrator or
arbitrators to fill the vacancy or vacancies. Such judge may thereupon
appoint an arbitrator or arbitrators. If such judge fail or refuse to make
such appointment, the same shall be made in accordance with the prevailing
provisions of the rules of the American Arbitration Association. The three
arbitrators, when duly appointed, shall investigate the facts, shall hold
hearings and permit the parties to present evidence and arguments thereat,
and they shall render a decision by a majority vote within thirty (30) days
after the date upon which the last arbitrator is appointed, which decision
shall be final and binding upon the parties hereto. Judgment upon the award
rendered in such arbitration may be entered by any court having jurisdiction
thereof. No party shall he considered in default hereunder during the
pendency of arbitration proceedings relating to the matter in dispute. If the
arbitrators shall fail to render a decision within said period of thirty (30)
days, then either party shall have the right to institute such .action or
proceeding in such court as shall be appropriate in the circumstances. The
expenses of such determination shall be borne by the party against whom a
decision is rendered; provided that if more than one (1) item is disputed and
a decision shall be rendered each party in respect of item or number of
items, then the expense shall be equitably apportioned between the parties.
During the pendency of the arbitration proceedings, Tenant shall pay the
Landlord the amount if any, in dispute; provided, however, if a decision is
rendered in favor of Tenant, Landlord shall forthwith refund to Tenant the
amount due Tenant in accordance with the decision of the arbitrators plus
interest on said amount for the period commencing on the date of payment by
Tenant to Landlord of said amount and ending on the date of receipt by Tenant
of said refund at 2% over the prime rate of interest prevailing on that date
at the First National Bank of Chicago.
14. WARRANTY. Landlord represents and warrants that: (i) LaSalle National
Bank Trust Number 106020 is the fee simple owner of the Land and Building; (ii)
Landlord is the duly authorized agent for the beneficiaries thereunder; (iii)
except as set forth on Exhibit E, there are no recorded covenants, conditions,
encumbrances or restrictions respecting the Land and Building.
8
Should any term, provision or condition of this Rider conflict with any
term, provision or condition of the Lease, the term, provision or condition of
this Rider shall control.
LANDLORD: TENANT:
U.S. EQUITIES REALTY, INC., ILLINOIS STATE MEDICAL
as agent for the beneficiary INTER-INSURANCE EXCHANGE
of LA SALLE NATIONAL BANK
not personally, but as
Trustee under Trust Agree- By /s/
ment dated March 1, 1983 -------------------------
and known as Trust No. Chairman of the Board
106020 ATTEST:
BY: ILLINOIS STATE MEDICAL
INSURANCE SERVICES, INC.,
ATTORNEY IN FACT
By /s/
---------------------------
ATTEST: By /s/
----------------------------
Secretary-Treasurer
By: /s/
---------------------------
9
FIRST AMENDMENT TO LEASE DATED JULY 29, 1983
BY AND BETWEEN U. S. EQUITIES REALTY, INC. AS
AGENT FOR THE BENEFICIARY OF LASALLE NATIONAL
BANK, NOT PERSONALLY, BUT AS TRUSTEE UNDER TRUST
AGREEMENT DATED MARCH 1, 1983, AND KNOWN AS TRUST
NO. 106020, AS LANDLORD, AND ILLINOIS STATE MEDICAL
INTER-INSURANCE EXCHANGE, AS TENANT
FOR AND IN CONSIDERATION of Ten ($10.00) Dollars arid other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
The above-captioned Lease is hereby amended effective as of July 29,
1983 as follows:
1. Section 4.02 is hereby amended by inserting the words
"annual rate of the" after the words "a sum equal to 25% of the" in the tenth
line of Section 4.02(u).
2. The second full paragraph of Paragraph 10 of the Rider is
hereby amended by deleting the word "tenth" in the seventh line thereof arid
substituting therefore the word eleventh".
3. The first sentence of the fourth full paragraph of Paragraph 10 of
the Rider is deleted in its entirety and the following is substituted
therefore:
"Landlord shall notify Tenant 45 days prior to the date rental is to
begin under an Expansion Space Lease of the market rate applicable to
such space ("Temporary Monthly Market Rate rent")."
4. The first sentence of the seventh full paragraph of Paragraph 10 of
the Rider is deleted in its entirety and the following is substituted
therefore:
"In the event the parties hereto fail to agree upon the market rate
hereunder, and until the market rate is determined in the manner
provided herein, the Tenant
1
agrees to pay Monthly Market Rate rent until the parties agree on the
market rate."
5. The first sentence of the third full paragraph of Paragraph 11 of the
Rider is deleted in its entirety and the following is substituted therefore:
"Landlord shall notify Tenant 45 days prior to the date rental is to
begin for each option period of the Market Rate applicable to the
Premises ("Temporary Market Rate rent")."
6. The first sentence of the sixth full paragraph of Paragraph 11 of the
Rider is deleted in its entirety and the following is substituted therefore:
"In the event the parties hereto fail, to agree upon the Market Rate
hereunder, and until the Market Rate is determined in the manner
provided herein, Tenant agrees to pay Temporary Market Rate rent until
the parties agree on a Market Rate."
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the 29th day of July, 1983.
LANDLORD:
U.S. EQUITIES REALTY, INC., as
Agent for the beneficiary of
LASALLE NATIONAL BANK not
personally, but as Trustee
under Trust Agreement dated
March 1, 1983, and known as
ATTEST: Trust No. 106020
By: /s/ By: /s/
------------------------------ ------------------------------
Title: Chairman
TENANT:
ILLINOIS STATE MEDICAL
2
INTER-INSURANCE EXCHANGE
By: /s/
-------------------------------
Title: Chairman of the Board
ATTEST:
ILLINOIS STATE MEDICAL INSURANCE
SERVICES, INC., Attorney in Fact
By: /s/
-------------------------------
3
Second Amendment To Lease dated July 29, 1983 with
First Amendment dated as of July 29, 1983 by and
between Illinois State Medical Inter-Insurance
Exchange, as Tenant ("Tenant") and U. S. Equities
Realty, Inc. as Agent, for beneficiary of LaSalle
National Bank as Trustee under Trust Agreement dated
March 1, 1983 and known as Trust No. 106020, as
Landlord ("Landlord") for the 6th and 7th Floors
("Premises") of the Building commonly known as 00
Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx ("Lease")
--------------------------------------------------
FOR AND IN CONSIDERATION of the parties entering into the Lease and of
the mutual covenants hereinafter contained, Landlord and Tenant agree as
follows:
1. The Lease is hereby further amended effective July 12, 1984
as follows:
1. TENANT'S IMPROVEMENTS.
Landlord and Tenant hereby amend the Lease by deleting Exhibit A and
the Work Letter attached thereto, and substituting this Amendment and Exhibit
A hereto therefor (including all references thereto in the Lease).
(a) Landlord shall complete the improvements requested by Tenant
within the Premises ("Tenant's Improvements"), as set forth in the plans
prepared by Xxxx Xxxxxxxxxxx Associates, Limited, and identified as Job
83-113, which plans dated January 30, 1984 and last revised July 12, 1984,
and consisting of pages A-l through A-9, and floor covering plans dated June
1, 1984 consisting of pages FC-l and FC-2, an computer room plan dated May 1,
1989 consisting of page C-l all of which are attached as Exhibit A hereto and
incorporated by reference herein (the "Construction Plans").
1
(b) Landlord is entering into a contract to complete the Tenant's
Improvements with W. E. O'Neil Construction Company ("Contractor") for the
contract price ("Contract Price") of $752,454.00. Tenant hereby acknowledges and
agrees that Tenant shall pay to Landlord on January 2, 1985 as Tenant's share of
the cost of Tenant's Improvements the sum of $119,354.00 ("Tenant's
Contribution").
(i) The parties acknowledge that the Contract Price includes a
carpeting allowance of $44,618.00. In the event that the cost of the
carpeting selected by Tenant and installed by Contractor exceeds
$44,618.00, any such excess shall be paid by Tenant to Landlord on
January 2, 1985 in addition to the Tenant's Contributions.
(ii) The Tenant's Contribution shall also be increased by an amount
equal to 50% of the cost of structural support required for Tenant's
movable files as determined by Contractor, but any increase in Tenant's
Contribution under this Paragraph l(b)(ii) shall not exceed $7,500.00.
(c) All work to be done in the Premises shall be subject to the
approval of Landlord and no work shall be undertaken in the Premises until
such approval is given in writing.
2. COMPLETION OF TENANT'S IMPROVEMENTS.
Landlord estimates (but does not represent and warrant to Tenant) that
the Tenant's Improvements will be completed, and the Premises will be ready
for occupancy as hereinafter defined on or before September 29, 1984
("Estimated Possession Date") and Tenant agrees to accept the Premises from
the Landlord on or before the Estimated Possession Date if the Premises are
ready for occupancy as hereinafter defined. In no event shall Landlord be
liable to Tenant for any damages of any kind for failure to complete the
Tenant's Improvements or to deliver the Premises to Tenant on the Estimated
Possession Date.
2
(a) In the event that the Premises are not ready for occupancy on the
Estimated Possession Date, Tenant shall have no obligation to accept the
Premises from Landlord until December 1, 1984. Tenant shall have the right,
however, to accept possession of the Premises from Landlord at any time after
the Estimated Possession Date and before December 1, 1984. In the event that,
pursuant to the lease, tenant is required to pay rent for any period prior to
December 1, 1984, tenant shall receive a credit in an amount equal to its
prorata share of $16,250 per month for any such period.
(b) In the event that the Premises are not ready for occupancy on the
Estimated Possession Date, Tenant's Contribution shall be reduced by the sum
of $525.00 per day for each day after the Estimated Possession Date until the
first to occur of either (i) Tenant's acceptance of possession from the
Landlord, or (ii) November 30, 1984.
(c) The determination as to when the Premises are "ready for
occupancy" shall be made in accordance with Section 2.02 of the Lease
(provided, however, that the Premises shall be deemed "ready for occupancy"
even though, after having used its best efforts, Contractor has not completed
installation of: 1.) the moveable partitions (folding doors) in the
conference room; and/or 2.) the latch sets specified in the Construction
Plans), and the following shall be deleted from Section 7.01 of the Lease:
"In the event of any dispute as to whether the Premises are ready for
Tenant's occupancy, the decision of Landlord's architect shall be final
and binding on the parties."
3. RENT ABATEMENT PERIOD.
The parties hereto acknowledge and reaffirm that Tenant has been granted
by Landlord under Section 3 of the Lease a rent abatement period of three (3)
months and five (5) days.
3
Notwithstanding the provisions of Section 3 of the Lease to the contrary, the
parties hereto amend said Section to provide that such rental abatement shall
commence on the 1st day of July, 1985, and continue through the 5th day of
October, 1985.
4. MISCELLANEOUS.
(a) All Tenant's Improvements shall be done by Landlord, or its
designers, contractors or subcontractors, in accordance with the terms,
conditions and provisions herein contained, incorporated by reference, or
otherwise agreed to in writing by the parties.
(b) With respect to all payments provided for herein, Landlord shall
have all of the rights and remedies granted to it in the Lease in connection
with the enforcement of the collection of Rent owing thereunder.
(c) Time is of the essence in this Amendment.
(d) In the event of a conflict between the provisions of the Lease and
a provision of this Amendment to Lease, the provisions hereof shall prevail.
(e) All other terms and conditions of the Lease remain unchanged.
4
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
this 18th day of July, 1984.
LANDLORD:.
U.S. EQUITIES, INC., as
Agent for the beneficiary of
LASALLE NATIONAL BANK not
personally, but as Trustee under
Trust Agreement dated March 1, 1983,
and known as Trust No 106020
Attest:
By: /s/ By: /s/
-------------------------------- --------------------------------
Title: Chairman
TENANT:
ILLINOIS STATE MEDICAL
INTER-INSURANCE EXCHANGE
By: /s/
--------------------------------
Title: Chairman of the Board
ATTEST:
ILLINOIS STATE MEDICAL INSURANCE
SERVICES, INC., Attorney in Fact
By: /s/
--------------------------------
5
[U.S. EQUITIES GROUP]
000 Xxxxx Xxxxxxxx Xxxxxx,
Xxxxx Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
(000) 000.0000
October 30, 1984
Xx. Xxxxxxxx X. Xxxxxxxx
Illinois State Medical Society
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xxxxx:
As we discussed, [am writing this letter to document various oral
agreements which we have made and to summarize the amounts which are due to us
pursuant to the lease and the aforementioned oral agreements.
CHANGE ORDERS
The attached schedule summarizes the change orders submitted to date
along with my understanding as to which of us is responsible for payment.
Assuming you agree with this schedule, the Illinois State Medical Society
currently owes the following amount:
Total ISMS change orders: $63,554.42
Less: amounts due in
January, 1985
CC#200 < $27,958.00 >
CC#201 < $ 6,743.50 >
CC#202 < $ 2,600.00 >
1
Amount already paid: < $19,640.00 >
-----------
Current Amount Due: $ 6,612.92
-----------
-----------
Please toward a check in this amount payable to Chicago Title and Trust
Company as soon as possible.
AMOUNT DUE IN JANUARY, 1985
Base amount due per lease amendment $119,354.00
Plus:
a) CC#200 27,958.00
b) CC#201 6,743.50
c) CC#202 2,600.00
d) Structural Engineering fee for
Movable files (1,680 x .5) 820.00
Less:
a) Credit for late completion of
construction - 19 days x $525/day < 9,975.00 >
b) Excess of CC # 201 and engineering
fees over $7,500 < 63.50 >
-----
$147,437.00
-----------
-----------
Please note that the above assumes that you accepted the premises as
being substantially complete as of October 20, 1984, as I believe we had agreed.
Please call me if you have any questions regarding the above. Otherwise,
please indicate your acceptance of this letter as an accurate documentation of
our agreements by signing on the enclosed duplicate copy of this letter where
indicated.
Very truly yours,
U.S. EQUITIES GROUP
BY /s/
--------------------------------
Xxxx X. Xxxxxxxx
Vice president
AGREED AND ACCEPTED THIS 5 DAY OF NOVEMBER, 1984
ILLINOIS STATE MEDICAL SOCIETY
2
BY: /s/
-------------------------------
Xxxxxxxx X. Xxxxxxxx
JAG:cmo
Enclosure
cc: Xxxxx Xxxxx
3
AMENDMENT TO LEASE DATED JULY 29, 1983 FOR
FLOORS 6 AND 7, 00 XXXXX XXXXXXXX XXXXXX, XXXXXXX,
XXXXXXXX, FROM U.S. EQUITIES REALTY, INC. AS
AGENT FOR THE BENEFICIARY OF LASALLE NATIONAL BANK,
NOT PERSONALLY, BUT AS TRUSTEE UNDER TRUST AGREEMENT
DATED MARCH 1, 1983 AND KNOWN AS TRUST NO. 106020,
AS LANDLORD, AND ILLINOIS STATE MEDICAL
INTER-INSURANCE EXCHANGE, AS TENANT
This Amendment dated as of June 13, 1986, amends that certain lease
dated July 29, 1983 between the above-named Landlord and Tenant, for certain
Premises in the Building commonly known as 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx, as amended by First Amendment dated July 29, 1983; and as further
amended by Second Amendment dated July 18, 1984 and effective July 12, 1984;
and as further amended by letter dated October 30, 1984 from Xxxx X.
Xxxxxxxx, Vice President of U.S. Equities Group to Xxxxxxxx X. Xxxxxxxx,
Illinois State Medical Society. Said lease, together with all of said
amendments are hereinafter collectively referred to as the "Lease." Except as
otherwise provided in this Amendment, all terms used in this Amendment shall
have the same meaning as when used in the Lease. To the extent of any
inconsistencies between the provisions of the Lease and the provisions of
this Amendment, the former is hereby amended.
In consideration of the mutual covenants, promises and agreements
contained herein, and for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Landlord and Tenant agree as follows:
1. Effective as of July 1, 1986, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the premises (the "Expansion Premises")
shown on Exhibit A to this Amendment, consisting of 9,750 rentable square
feet which are located on the eighth floor of the Building, for a term
coterminous with the Term of the Lease, and otherwise upon all the terms and
conditions contained in the Lease, except as hereinafter provided.
2. In addition to the adjusted Monthly Base Rent due pursuant to the
Lease for the 41.000 rentable square feet comprising the Premises initially
demised to Tenant under the Lease (the "Original Premises"). Tenant shall pay
Monthly Base Rent, subject to adjustment as provided in the Lease, in the
initial amount of Fifteen Thousand Four Hundred Thirty-Seven and 50/l00ths
Dollars ($15,437.50) per month. The Annual Base Operating Expense applicable
to the Expansion Premises only, shall be Six and no/100ths Dollars ($6.00)
per square foot of rentable area. Nothing contained in this paragraph shall
be construed so as to alter Tenant's Rent obligations with respect to the
Original Premises. However, with respect to all of Tenant's obligations
regarding the Premises, the term "Premises" as used in the Lease and
Amendments shall hereafter be deemed to include the Original Premises, the
Expansion Premises, the Original Storage Space, the "1986 Storage Space" as
defined in Section 3 of this Amendment, and all
1
other space in the Building leased to or occupied by Tenant, or so many of
the foregoing as the context logically allows.
3. In addition to the Expansion Premises demised hereunder, effective
July 1, 1986, Landlord hereby leases to Tenant and Tenant hereby accepts from
Landlord, Option Storage Space and additional storage space in the basement
comprising a total of 3,226 square feet of basement space in the Building,
located in the area shown on Exhibit B to this Amendment (the "1986 Storage
Space"). As soon as reasonably possible, Landlord will enclose the 1986
Storage Space, at its expense, and construct such demising walls and doors as
are necessary in prder for Tenant to secure its personal property therein.
Landlord will also, at its expense, provide an electrical connection to the
1986 Storage Space adequate for enabling Tenant to have light fixtures
installed for the 1986 Storage Space. The cost of such fixtures and the
installation thereof shall be borne solely by Tenant. The 1986 Storage Space
shall be used solely for the purpose of storage in connection with Tenant's
business in the Premises. In consideration of the foregoing, Tenant
acknowledges that its leasing of the 1986 Storage Space constitutes
satisfaction of its option to rent Option Storage Space (as defined on page
2-A of the Lease), pursuant to Article 3 of the Lease, which option was
contemplated by the original terms of the Lease to be exercisable no later
than 180 days before the end of the third year of the Term. Accordingly,
Tenant does hereby irrevocably waive, surrender and release any rights,
privilege and option it may have to rent, additional Storage Space pursuant
to the Lease. To the extent that the provisions of this Amendment conflict
with any provision of said Article 3 of the Lease, the provisions of this
Amendment shall prevail.
In addition to all other obligations to pay rent under the Lease,
Tenant will pay, as Additional Rent, rent for the 1986 Storage Space as
follows. For each month falling within the period commencing July 1, 1986 and
ending October 31, 1986, Tenant shall pay as rental for the 1986 Storage
Space the sum of Seven Hundred Sixty-Eight and no/100ths Dollars ($768.00)
per month. Said amount shall not be subject to adjustment under Article 4 of
the Lease. On and after November 1, 1986, for each month during the remainder
of the initial Term of the Lease, Tenant shall pay as rental for the 1986
Storage Space the sum of One Thousand Six Hundred Thirteen and no/l00ths
Dollars ($1,613.00) per month. Said amount shall riot be subject to
adjustment under Article 4 of the Lease. Rent during the Extension Terms if
Tenant shall duly exercise its option to extend, shall be at the Market Rate
for such space, as determined by applied provisions of this Lease. Nothing
contained in this paragraph shall be construed so as to alter Tenant's Rent
obligations with respect to the Original Storage Space.
4. Landlord will construct building standard improvements to the
Expansion Premises, as soon as reasonably possible, in accordance with the
provisions of the Work Letter that is attached hereto as Exhibit C, and
Landlord shall bear Ninety-Three Thousand Dollars ($93,000.00) of the cost
thereof, as further detailed in said Work Letter. In addition, in the
Premises located on the seventh floor of the Building, Landlord will, no
later than the Estimated Possession Date (as defined in the Work Letter), at
Landlord's cost and expense, remove carpeting as necessary to repair existing
floor defects of which Landlord has knowledge and repair such defects.
Carpeting so removed shall be replaced by Tenant at Tenant's sole cost and
expense.
2
5. In consideration of the foregoing, Tenant acknowledges that its
leasing of the Expansion Premises constitutes satisfaction of its option to
expand which was contemplated by the original terms of the Lease to become
effective as of the first day of the sixth year of the Term. Accordingly,
Tenant does hereby irrevocably waive, surrender, and release all of its
rights, privilege and option to add Expansion Space to its Premises as of the
commencement of the sixth year of the Term pursuant to Section 10 of the
Rider to the Lease. To the extent that the provisions of this Amendment
conflict with any provision of said Rider Section 10, the provisions of this
Amendment shall prevail. However, this waiver and release shall not affect
Tenant's further option to expand as of the first day of the eleventh year of
the Term, pursuant to Section 10 of the Rider.
6. Neither the parties' execution of this Amendment, nor any provision
contained herein, shall be deemed to revive, resurrect or renew any right or
option that has heretofore expired or been waived, released, discharged or
satisfied, nor to enlarge any party's rights or obligations with respect to
the Original Premises or the Original Storage Space, except as is expressly
provided by the terms of this Amendment. Without limiting the generality of
the foregoing, the parties specifically acknowledge that the rights and
Options set forth at pages 2-A and 8-A of the Lease, arid in Section 9 of the
Rider to the Lease, shall have no further force or effect, and that the Work
Letter executed by the parties in connection with the Original Premises,
shall have no applicability to the Expansion Space or the 1986 Storage Space.
7. All exhibits to this Amendment and all the terms thereof are hereby
incorporated in this Amendment as though fully set forth herein.
Executed as of the date first above written.
LANDLORD:
U.S. EQUITIES REALTY, INC., as
Agent for the beneficiary of
LASALLE NATIONAL BANK not
personally, but as Trustee
under Trust Agreement dated
March 1, 1983, and known as
Trust No. 106020
ATTEST:
By: /s/ By: /s/
-------------------------------- ---------------------------------
Title:President
ATTEST:
BY: ILLINOIS STATE MEDICAL TENANT: ILLINOIS STATE MEDICAL
3
INSURANCE SERVICES, INC., INTER-INSURANCE EXCHANGE
ATTORNEY IN FACT
By: /s/
---------------------------------
By: /s/ Title: Chairman of the Board
-----------------------------------------
4
AMENDMENT TO LEASE DATED JULY 29, 1983 FOR
FLOORS 6 AND 7, 00 XXXXX XXXXXXXX XXXXXX, XXXXXXX,
XXXXXXXX, FROM U.S. EQUITIES REALTY, INC. AS
AGENT FOR THE BENEFICIARY OF LASALLE NATIONAL BANK,
PERSONALLY, BUT AS TRUSTEE UNDER TRUST AGREEMENT
DATED MARCH 1, 1983 AND KNOWN AS TRUST NO. 106020,
AS LANDLORD, AND ILLINOIS STATE MEDICAL
INTER-INSURANCE EXCHANGE, AS TENANT
This Amendment dated as of June 4, 1987, amends that certain lease
dated July 29, 1983 between the above-named Landlord and Tenant, for certain
Premises in the Building commonly known as 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx, as amended by First Amendment dated July 29, 1983; and as further
amended by Second Amendment dated July 18, 1984 and effective July 12, 1984;
and as further amended by letter dated October 30, 1984 from Xxxx X.
Xxxxxxxx, Vice President of U.S. Equities Group to Xxxxxxxx X. Xxxxxxxx,
Illinois State Medical Society; and as further amended by Amendment dated as
of June 13, 1986. Said lease, together with all of said amendments are
hereinafter collectively referred to as the "Lease." Except as otherwise
provided in this Amendment, all terms used in this Amendment shall have the
same meaning as when used in the Lease. To the extent of any inconsistencies
between the provisions of the Lease and the provisions of this Amendment, the
former is hereby amended.
In consideration of the mutual covenants, promises and agreements
contained herein, and for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Landlord and Tenant agree as follows:
1. Effective as of July 1, 1987, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the premises (the "New Expansion
Premises") shown on Exhibit A to this Amendment, consisting of 11,000
rentable square feet which are located on the eighth floor of the Building,
for a term coterminous with the Term of the Lease, and otherwise upon all the
terms and conditions contained in the Lease, except as hereinafter provided.
2. In addition to the adjusted Monthly Base Rent due pursuant to the
Lease for the 41,000 rentable squire feet comprising the Premises initially
demised to Tenant under the Lease and for the 9,750 rentable square feet
located on the eighth floor of the Building demised to Tenant under Amendment
dated as of June 13, 1986 (collectively called the "Existing Premises"),
Tenant shall. pay Monthly Base Rent (subject to adjustment for Operating
Expenses and increases in the Consumer Price Index on the basis set forth in
the Lease), in the initial amount of Seventeen Thousand Four Hundred Sixteen
and 67/l00ths Dollars ($17,416.67) per month. The Annual Base Operating
Expense applicable to the New Expansion Premises shall be Six and no/l00ths
Dollars ($6.00) per square foot of rentable area. Monthly Base Rent and that
portion of Adjusted Monthly Base Rent which is based on the Consumer Price
Index shall xxxxx for the first twelve months that this Amendment is in
effect. Adjustments based on Operating Expenses shall not xxxxx. Nothing
contained in this paragraph shall be construed so as to alter
1
Tenant's Rent obligations with respect to the Existing Premises or any
Storage Space. However, with respect to all of Tenant's obligations regarding
the Premises, the term "Premises" as used in the Lease and Amendments shall
be deemed to include the Existing Premises, the New Expansion Premises, the
Original Storage Space, the "1986 Storage Space" as defined in Section 3 of
the Amendment dated as of June 13, 1986, and all other space in the Building
leased to or occupied by Tenant, or so many of the foregoing as the context
logically allows.
3. Tenant shall accept possession of the New Expansion Premises in
their present condition, excepting ordinary wear and tear occurring between
the date hereof and the date upon which Tenant accepts possession of the New
Expansion Premises. In no event shall Landlord be required to make any
improvement or alteration in or to the New Expansion Premises, or to perform
any construction work or decorating therein. In the event that Landlord does
not deliver possession of the New Expansion Premises to Tenant on July 1,
1987, then this Amendment shall not thereby become void or voidable, nor
shall Landlord be liable to Tenant for any damages suffered by Tenant as a
result of any delay by Landlord in tendering possession of the New Expansion
Premises to Tenant, but the commencement of Tenant's obligations with respect
to the New Expansion Premises, including without limitation, Tenant's
obligation to pay Rent for the New Expansion Premises, shall be postponed by
one day for each day of such delay in Landlord's tendering possession.
However, in no event shall any delay in such tender of possession, or in
Tenant's acceptance of the New Expansion Premises, extend the Term of this
Lease.
4. In consideration of the foregoing, Tenant acknowledges that its
leasing of the New Expansion Premises constitutes satisfaction of its option
to expand which was contemplated by the original terms of the Lease to become
effective as of the first day of the eleventh year of the Term. Accordingly,
Tenant does hereby irrevocably waive, surrender, and release all of its
rights, privilege and option to add Expansion Space to its Premises as of the
commencement of the eleventh year of the Term pursuant to Section 10 of the
Rider to the Lease. To the extent that the provisions of this Amendment
conflict with any provision of said Section 10, the provisions of this
Amendment shall prevail.
5. Neither the parties' execution of this Amendment, nor any provision
contained herein, shall be deemed to revive, resurrect or renew any right or
option that has heretofore expired or been waived, released, discharged or
satisfied, nor to enlarge any party's rights or obligations with respect to
the Existing Premises or the Original Storage Space or the 1986 Storage
Space, except as is expressly provided by the terms of this Amendment.
Without limiting the generality of the foregoing, the parties specifically
acknowledge that the rights and options set forth at pages 2-A and 8-A of the
Lease, and in Section 9 of the Rider to the Lease, shall have no further
force or effect, and that neither the Work Letter executed by the parties in
connection with the Original Premises nor the Work Letter executed by the
parties in connection with the Amendment to Lease dated as of June 13, 1986,
shall have any applicability to the New Expansion Space.
6. All exhibits to this Amendment and all the terms thereof are hereby
incorporated in this Amendment as though fully set forth herein.
2
Executed as of the date first above written.
LANDLORD:
U.S. EQUITIES REALTY, INC., as
Agent for the beneficiary of
LASALLE NATIONAL BANK not
personally, but as Trustee
under Trust Agreement dated
March 1, 1983, and known as Trust No. 106020
ATTEST:
By: /s/ By: /s/
----------------------------- --------------------------------------
Title: Chairman
ATTEST:
BY: ILLINOIS STATE MEDICAL TENANT: ILLINOIS STATE MEDICAL
INSURANCE SERVICES, INC., INTER-INSURANCE EXCHANGE
ATTORNEY IN FACT
By: /s/
---------------------------------------
By: Title: Chairman of the Board
---------------------------------
3
AMENDMENT TO LEASE DATED JULY 29, 1983,
00 XXXXX XXXXXXXX XXXXXX, XXXXXXX, XXXXXXXX FROM
U.S. EQUITIES REALTY, INC. AS AGENT FOR THE BENEFICIARY
OF LASALLE NATIONAL BANK, NOT PERSONALLY, BUT AS TRUSTEE
UNDER TRUST AGREEMENT DATED MARCH 1, 1983 AND KNOWN AS
This Amendment, dated as of the 14th day of April, 1992 amends that
certain lease dated July 29, 1983, between the above-named Landlord and
Tenant, f or certain Premises in the Building commonly known as 00 X.
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as amended by First Amendment dated July
29, J.983; and as further amended by Second Amendment dated July 18, 1984 and
effective July 12, 1984; and as further amended by letter dated October 30,
1984, from Xxxx X. Xxxxxxxx of U.S. Equities Group to Xxxxxxxx X. Xxxxxxxx,
Illinois State Medical Society; and as further amended by Amendment dated as
of June 13, 1986; and as further amended by Amendment dated June 4, 1987.
Said Lease, together with p.11 of said amendments are hereinafter
collectively referred to as the "Lease." Except as otherwise provided in this
Amendment, all terms used in this Amendment shall have the same meaning as
when used in the Lease. To the extent of any inconsistencies between the
provisions of the Lease and the provisions of this Amendment, the former is
hereby amended.
In consideration of the mutual covenants, promises and agreements
contained herein, and for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Landlord and Tenant agree as follows:
1. To the best of Landlord's knowledge, no default has occurred or
presently exists under the Lease.
2. Article 11 of the Lease entitled "Alternations and Improvements"
shall be amended to add paragraph 11.01A entitled SIGNS. Tenant shall have
the exclusive right:
(i) to change the Building name to the Illinois State Medical Society
Building upon ninety (90) days' prior written notice to Landlord;
(ii) to approve any change of the Building's street address;
(iii) to approve the installation, affixation and maintenance of all
signs on the exterior and/or interior of the ground floor lobby area of
the Building; and
(iv) to approve prior to installation all types of exterior signage
visible from Michigan Avenue.
3. To the extent that new paragraph 11.01A is inconsistent with
paragraph 20, LANDLORD'S RIGHTS, of the Lease, paragraph 20 is hereby amended.
1
4. Except as expressly modified by this Amendment, all terms of the
Lease are hereby ratified and confirmed, and the same remain unchanged and in
full force and effect.
Executed as of the date first written above.
LANDLORD:
U.S. EQUITIES REALTY, INC., as Agent for the
BENEFICIARY of LASALLE NATIONAL BANK,
not personally, but as Trustee under Trust
Agreement dated march 1, 1983, and known as
Trust No. 106020
By: /s/
--------------------------------------
Title: Chairman
ATTEST:
By: /s/
--------------------------------
TENANT:
ILLINOIS STATE MEDICAL INSURANCE
EXCHANGE
By: /s/
--------------------------------------
Title: Secretary-Treasurer
ATTEST:
ILLINOIS STATE MEDICAL
INSURANCE SERVICES, INC.,
ATTORNEY-IN-FACT
By: /s/
--------------------------------
2
AMENDMENT TO LEASE DATED JULY 29, 1983 FOR
PREMISES AT 00 XXXXX XXXXXXXX XXXXXX, XXXXXXX, XXXXXXXX,
BETWEEN U.S. EQUITIES REALTY, INC., AS AGENT FOR THE
BENEFICIARY OF LASALLE NATIONAL BANK, NOT PERSONALLY,
BUT AS TRUSTEE UNDER TRUST AGREEMENT DATED MARCH 1, 1983
AND KNOWN AS TRUST NO. 106020, AS LANDLORD, AND
ILLINOIS STATE MEDICAL INTER-INSURANCE EXCHANGE, AS TENANT
This Amendment, dated as of May 28, 1992, amends that certain lease
dated July 29, 1983, between the above-named landlord and Tenant, for certain
Premises in the Building commonly known as 00 X. Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx, as amended by First Amendment dated July 29, 1983; and as further
amended by Second Amendment dated July 18, 1984 and effective July 12, 1984;
and as further amended by letter dated October 30, 1984, from Xxxx X.
Xxxxxxxx of U.S. Equities Group to Xxxxxxxx X. Xxxxxxxx, Illinois State
Medical Society; and as further amended by Amendment dated as of June 13,
1986; and as further amended by Amendment dated June 4, 1987. Said Lease,
together with all of said amendments are hereinafter collectively referred to
as the "Lease." Except as otherwise provided in this Amendment, all terms
used in this Amendment shall have the same meaning as when used in the Lease.
To the extent of any inconsistencies between the provisions of the Lease and
the provisions of this Amendment, the former is hereby amended.
In consideration of the mutual covenants, promises and agreements
contained herein, and for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Landlord and Tenant agree as follows:
1. Effective as of June 1, 1992, Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord the Premises (the "New Expansion
Premises") shown on Exhibit A to this Amendment, consisting of 5,165 rentable
square feet which are located on the fifth (5th) floor Ste. 550 of the
Building, for a term continuous with the remaining Term of the Lease, and
otherwise upon all the terms and conditions contained in the Lease, except as
hereinafter provided.
2. In addition to the New Expansion Premises, Landlord hereby leases
to Tenant 979 square feet of basement storage space described in Exhibit B
attached hereto and incorporated herein ("1992 Storage Space"), effective as
of June 1, 1992. Landlord shall, at its expense, construct demising walls and
doors f or the 1992 Storage Space, if not already in place. All lighting,
fixtures and other improvements to such space shall be performed by Tenant,
at Tenant's expense. All property kept by Tenant in the 1992 Storage Space or
any other storage space shall be at Tenant's sole risk. Landlord bears no
responsibility to protect such property or for any loss or damage thereto by
fire, theft, flood or otherwise.
3. In addition to the adjusted Monthly Base Rent due pursuant to the
Lease for the 41,000 rentable square feet comprising the Premises initially
demised to Tenant under the Lease and for other rentable area in the
Building, whether for office or storage purposes, demised to
1
Tenant under amendments to the Lease (collectively called the "Existing
Premises"), Tenant shall pay Monthly Base-Rent (subject to Operating Expense
adjustments on the basis set forth in the Lease, as modified below), in the
initial amount of Seven Thousand Three Hundred Seventy-Six Dollars
($7,376.00) per month for the period June 1, 1992 through May 31, 1993, and
thereafter Seven Thousand Five Hundred Fourteen Dollars ($7,514.00) per month
through the Expiration Date of the Term. The Annual Base Operating Expense
applicable to the New Expansion Premises shall mean the Per Square Foot
Operating Expenses for the Building for the 1992 Adjustment Year. Nothing
contained in this paragraph shall be construed so as to alter Tenant's Rent
obligations with respect to the existing Premises. However, with respect to
all of Tenant's obligations regarding the Premises, the term "Premises" as
used in the Lease and the amendments thereto shall hereafter be deemed to
include the Existing Premises, the New Expansion Premises, and the 1992
Storage Space.
4. Tenant shall accept possession of the New Expansion Premises in
their present condition, excepting ordinary wear and tear. occurring between
the date hereof and the date upon which Tenant accepts possession of the New
Expansion Premises. In no event shall Landlord be required to make any
improvement or alteration in or to the New Expansion Premises, or to perform
any construction work or decorating therein. In the event that Landlord does
not deliver possession of the New Expansion Premises to Tenant on or before
June 1, 1992, then this Amendment shall not thereby become void or voidable,
nor shall Landlord be liable to Tenant for any damages suffered by Tenant as
a result of any delay by Landlord in tendering possession of the New
Expansion Premises to Tenant, but the commencement of Tenant's obligations
with respect to the New Expansion Premises, including without limitation,
Tenant's obligation to pay Rent for the New Expansion Premises, shall be
postponed by one day for each day of such delay in Landlord's tendering
possession. However, in no event shall any delay in such tender of
possession, or in Tenant's acceptance of the New Expansion Premises, extend
the Term of this Lease or release Tenant of its obligation to pay Rent for
the Existing Premises.
5. Neither the parties' execution of this Amendment, nor any
provision contained herein, shall be deemed to revive, resurrect or renew any
right or option that has heretofore expired or been waived, released,
discharged or satisfied, nor to enlarge any party's rights or obligations
with respect to the Existing Premises, except as is expressly provided by the
terms of this Amendment.
6. All exhibits to this Amendment and all terms thereof are hereby
incorporated in this Amendment as though fully set forth herein.
TENANT LANDLORD:
ILLINOIS STATE MEDICAL U.S. EQUITIES REALTY, INC., as Agent
INSURANCE EXCHANGE for the beneficiary of LASALLE
NATIONAL BANK, not personally, but as
By /s/ Trustee under Trust Agreement dated
---------------------------------- March 1, 1983, and known as Trust No.
Title Secretary/Treasurer 106020
2
By: /s/
------------------------------------
Title: Executive V.P.
ATTEST:
ATTEST:
By: ILLINOIS STATE MEDICAL
INSURANCE SERVICE, INC.
ATTORNEY-IN-FACT
By /s/ By /s/
--------------------------- -----------------------------------
3
AMENDMENT TO LEASE
This Amendment to Lease ("Eighth Amendment to Lease") made this 4th
day of April, 1994, by and between U.S. EQUITIES REALTY, INC., an Illinois
corporation, as Agent for the Beneficiary of LA SALLE NATIONAL BANK, not
personally, but as Trustee under Trust Agreement dated march 1, 1983 and
known as Trust No. 106020 ("Landlord"), and ILLINOIS STATE MEDICAL
INTER-INSURANCE EXCHANGE ("Tenant").
WITNESSETH:
WHEREAS, landlord and Tenant entered into a lease ("Original
Lease"), dated July 29, 1983, whereby the Tenant leased form the landlord the
sixth and seventh floors in the building ("Building") on the property located
at 00 X. Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx for a term ("Term") commencing on
October 20, 1984 and expiring November 30, 1994 with options to extend the
Term for two 92) additional five (5) year periods; and
WHEREAS, the original Lease was amended by the following amendments:
A. First Amendment to Lease ("First Amendment to Lease"), dated
as of July 29, 1983, by and between Landlord and Tenant;
B. Second Amendment to Lease ("Second Amendment to Lease") dated
July 18, 1984, by and between Landlord and Tenant;
C. Letter ('Third Amendment to Lease"), dated October 30, 1984
from Xxxx Xxxxxxxx of U.S. Equities Realty, Inc. to
Xxxxxxxx X. Xxxxxxxx;
D. Amendment to Lease ('Fourth Amendment to Lease"), dated as of
June 13, 1986, by and between landlord and Tenant;
E. Amendment to Lease ("Fifth Amendment to Lease"), dated as of
June 4, 1987, by and between Landlord and Tenant;
F. Amendment to Lease ("Sixth Amendment to Lease") dated as of
April 14, 1992, by and between Landlord and Tenant;
G. Amendment to lease ("Seventh Amendment to Lease"), dated as of
May 28, 1992, by and between landlord and Tenant;
(The original Lease, together with the First Amendment to
Lease, Second Amendment to lease, Third Amendment to Lease,
Fourth Amendment to Lease, Fifth Amendment to lease, Sixth
Amendment to lease and Seventh Amendment to Lease are
hereinafter collectively referred to as the 'Existing
Lease"); and
WHEREAS, Landlord and Tenant have agreed on Terms for the extension
of the Existing Lease Term; and
WHEREAS, landlord and Tenant desire to amend the Existing Lease to
document their agreement.
NOW, THEREFORE, in consideration of the above premises, which by
this reference are incorporated herein, the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. All capitalized terms used herein which are not defined
herein shall have the meanings ascribed to such Terms in the
Existing Lease. The Existing Lease as amended by this Eighth
Amendment to lease is hereinafter referred to as the "Lease".
2. The Term of the Existing Lease is extended for an additional
ten 910) year period ("Extended Term") commencing December 1,
1994 and ending on November 30, 2004 on all the Terms and
conditions set forth in the Existing Lease as amended by this
Eighth Amendment to Lease.
3. Landlord and Tenant agree that he Premises for the balance of
the Term of the Lease and for the Extended Term consists of
the premises located on the entire eighth, seventh and sixth
floors of the Building, a portion of the fifth floor of the
Building and storage areas located in the basement of the
Building, all as shown as Collective Exhibit A attached
hereto and by this reference incorporated herein.
4. The Rent payable by Tenant from April 1, 1994 through
November 30, 1994 shall be the Rent payable pursuant to the
Terms of the Existing Lease.
2
5. During the Extended Term the Rent payable by the Tenant is
as follows:
A. Adjust Monthly Base Rent
Base Rent Annual Base
Period Sq. Ft. Per Sq. Ft. Rent Monthly Base Rent
------ ------- ----------- ---- -----------------
12/1/94 - 11/30/95 66,665 $21.00 $1,339,965.00 $116,663.75
12/1/95 - 11/30/96 66,665 $21.42 $1,427,964/36 $118,997.03
12/1/96 - 11/30/97 66,665 $21.85 $1,456.630.20 $121,385.85
12/1/97 - 11/30/98 66,665 $22.29 $1,485,962.88 $123,830.24
12/1/98 - 11/30/99 66,665 $22.74 $1,515,962.04 $126,330.17
12/1/99 - 11/30/00 66,665 $23.19 $1,545,961.32 $128,830.11
12/1/00 - 11/30/01 66,665 $23.65 $1,576,627.20 $131,385.60
12/1/01 - 11/30/02 66,665 $24.12 $1,607,959.80 $133,996.65
12/1/02 - 11/30/03 66,665 $24.60 $1,639,959.00 $136,663.25
12/1/03 - 11/30/04 66,665 $25.09 $1,672,624.80 $139,385.40
The Monthly Base Rent is subject to adjustment
pursuant to Sections 4.02 (as amended by this Eighth
Amendment to Lease) and 6.03, and as adjusted shall
be the Adjusted Monthly Base Rent.
B. ADDITIONAL RENT
All charges, costs and sums required to be paid by
the Tenant to landlord pursuant to the Lease,
including but not limited to rent for storage space
of 6,511 square feet at a monthly rent of $3,255.00
and an annual rent of $39,066.00
6. Between the date of this Eight Amendment to Lease and
November 30, 1994, Section 4.02 as set forth in the Existing
Lease shall remain in full force and effect. Effective
December 1, 1994 and for the Extended Term only, Section 4.02
shall be deemed deleted in its entirety and substituted by
the following:
Effective as of December 1, 1994 and for the Extended Term
only, Monthly Base Rent shall be increased by an amount equal
to 1/12 of sum of the rentable area of the Premises
multiplied by the amount by which Per Square Foot Operating
Expenses for the Adjustment Year in which such Adjustment
Date falls exceeds the 1994 Per Square Foot Operating
Expenses. The rental as computed hereunder, including
adjustments for projections under Section 4.03 hereinbelow
shall be referred to as Adjusted Monthly Base Rent. The
Adjusted Monthly Base Rent shall never be less than the
Monthly Base Rent specified in paragraph 5 of this Eighth
Amendment to Lease."
3
7. The Tenant, upon not less than twelve (12) months prior
written notice to the Landlord, shall have the right to
cancel the Lease with respect to the 5,165 square foot
portion of the Premises ("Canceled Premises") located on the
fifth floor of the Building effective on the last of any
calendar month commencing after November 30, 1999, provided
(1) the Tenant is not in default under the Terms of the Lease
at the time of giving the notice of cancellation and at any
time between the date of such notice through the effective
date of the cancellation, and 92) the Tenant shall have fully
compiled with the provisions of paragraph 18 of the lease
with respect to the surrender of the Canceled Premises. From
and after the effective date of such cancellation Tenants
Adjusted Monthly Base Rent shall be reduced by the portion
of the Monthly Base Rent attributable to the Canceled
Premises.
8. The Tenant's option to renew the Existing Lease for two (2)
consecutive additional five (5) year period, as set forth in
Paragraph 11 of the Rider to the Original Lease, is hereby
canceled and deleted from the Lease.
9. Landlord and Tenant warrant to each other that they have
dealt directly and only with U.S. Equities Realty, Inc. as
broker in connection with this Eighth Amendment to Lease and
that insofar as they know no other broker negotiated the
Eighth Amendment to Lease or is entitled to any commission in
connection therewith. Landlord shall be solely responsible
for any commission in connection therewith. Landlord shall be
solely responsible for any commissions due U.S.
Equities Realty, Inc.
10. The Terms, covenants and conditions contained in this Eighth
Amendment to Lease shall be binding upon and inure to the
benefit of the parties and their respective successors and
assigns.
11. This Eighth Amendment to Lease supersedes all prior
negotiations, representations, understandings and agreements
of, by or between the parties, which shall be deemed fully
merged therein; shall be construed and governed by the laws
of the State of Illinois, and may not be changed or
terminated orally.
12. Except for the provisions of this Eighth Amendment to Lease,
all of the Terms, covenants, and conditions of the Existing
Lease, and all of the rights and obligations of Landlord and
Tenant thereunder, shall remain in full force and effect
during the Extended Term and are not otherwise altered,
amended, or changed.
13. The term Landlord as used herein means the partnership which
owns the beneficial interest in LaSalle National Bank Trust
No. 106020, which holds legal title to the Building and the
land upon which it is located, and any obligation or
liability of the Landlord hereunder shall be limited to its
partnership assets and no partners of said partnership shall
be individually or personally liable for any claim
4
arising out of the lease. A deficit capital account of any
such partnership shall not be deemed an asset or property of
said partnership.
IN WITNESS WHEREOF, this Eighth Amendment to Lease has been executed
as of the date first written above.
LANDLORD:
U.S. EQUITIES REALTY, INC., as Agent for
the Beneficiary of LASALLE NATIONAL BANK,
not personally, but as Trustee under Trust
Agreement dated March 1, 1983 and known as
Trust No. 106020
ATTEST: By: /s/
---------------------------------------
Its: Chairman
By: /s/
-----------------------------------
TENANT:
ILLINOIS STATE MEDICAL INTER-
INSURANCE EXCHANGE
By: Illinois State Medical Services, Inc.
Attorney in Fact
/s/
------------------------------------
Chairman of the Board /s/
-----------------------------------------
Secretary-Treasurer
5
AMENDMENT TO LEASE
This Amendment to Lease ("Ninth Amendment") made this 14 day of
October 1996, by and between U.S. EQUITIES REALTY, INC., an Illinois
corporation, as Agent for the Beneficiary of LA SALLE NATIONAL BANK, .not
personally, but as Trustee under Trust Agreement dated March 1, 1983 and
known as Trust No. 106020 ( "Landlord"), and ILLINOIS STATE MEDICAL INTER-
INSURANCE EXCHANGE ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a lease ("Original
Lease"), dated July 29, 1983, whereby the Tenant leased from the Landlord the
sixth and seventh floors in the building ("Building") on the property located
at 00 X. Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx; and
WHEREAS, the original Lease was amended by the following amendments:
A. First Amendment to Lease ("First Amendment"), dated as of
July 29, 1983, by and between Landlord and Tenant;
B. Second Amendment to Lease ("Second Amendment"), dated
July 18, 1984, by and between Landlord and Tenant;
C. Letter ("Third Amendment"), dated October 30, 1984 from Xxxx
Xxxxxxxx of U.S. Equities Realty, Inc. to Xxxxxxxx X.
Xxxxxxxx;
D. Amendment to Lease ("Fourth Amendment"), dated as of June 13,
1986, by and between Landlord and Tenant;
E. Amendment to Lease ("Fifth Amendment"), dated as of June 4,
1987, by and between Landlord and Tenant;
F. Amendment to Lease ("Sixth Amendment"), dated as of April 14,
1992, by and between Landlord and Tenant;
G. Amendment to Lease ("Seventh Amendment"), dated as of May 28,
1992, by and between Landlord and Tenant;
H. Amendment to Lease ("Eight Amendment') dated as of April 4,
1994, by and between Landlord and Tenant;
(The original Lease, together with the First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, Fifth
Amendment, Sixth Amendment, Seventh Amendment and Eight
Amendment are hereinafter collectively referred to as the
"Existing Lease"); and
WHEREAS, the Lease currently expires on November 30, 2004 and
Landlord and Tenant desire to extend the Term of the Existing Lease Term as
set forth below;
NOW, THEREFORE, in consideration of the above premises, which by
this reference are incorporated herein, the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. All capitalized terms used herein which are not otherwise
defined herein shall have the meanings ascribed to such terms
in the Existing Lease. The Existing Lease as amended by this
Ninth Amendment is hereinafter referred to as the Lease."
2. The Term of the Existing Lease is extended for an additional
period commencing December 1, 2004 and ending on October 31,
2011 on all the Terms and conditions set forth in the
Existing Lease except as amended by this Ninth Amendment.
"Expiration Date of Term" as set forth in Section 1.01 of the
Lease is amended to mean October 31, 2011. As used in the
Lease (and in particular, Paragraph 6 of the Eight
Amendment) "Extended Term" is amended to mean the period from
December 1, 1994 to the Expiration Date of Tern.
3. The Rent payable by Tenant from the date hereof through
November 30, 1996 shall be the Rent payable pursuant to the
provisions of the Existing Lease.
4. The Rent payable by Tenant from December 1, 1996 through
October 31, 2011 is as follows:
2
A. ADJUSTED MONTHLY BASE RENT
The following Monthly Base Rent:
Base Rent Per Annual Base Monthly Base
Period Sq. Ft. Sq. Ft. Rent Rent
------ ------- ------- ---- ----
12/1/95 11/30/96 66,665 $21.42 $1,427,964.30 $118,997.03
12/1/96 11/30/97 66,665 $21.74 $1,449,383.76 $120,781.98
12/1/97 11/30/98 66,665 $22.07 $1,471,124.52 $122,593.71
12/1/98 11/30/99 66,665 $22.40 $1,493,191.39 $124,432.62
12/1/99 11/30/00 66,665 $22.73 $1,515,589.26 $126,299.10
12/1/00 11/30/01 66,665 $23.08 $1,538,323.10 $128,193.59
12/1/01 11/30/02 66,665 $23.42 $1,561,397.94 $130,116.50
12/1/02 11/30/03 66,665 $23.77 $1,584,818.91 $132,068.24
12/1/03 11/30/04 66,665 $24.13 $1,608,591.20 $134,049.27
12/1/04 11/30/05 66,665 $24.49 $1,632,720.07 $136,060.01
12/1/05 11/30/06 66,665 $24.86 $1,657,210.87 $138,100.91
12/1/06 11/30/07 66,665 $25.23 $1,682,069.03 $140,172.42
12/1/07 11/30/08 66,665 $25.61 $1,707,300.07 $142,275.01
12/1/08 11/30/09 66,665 $25.99 $1,732,909.57 $144,409.13
12/1/09 10/31/10 66,665 $26.38 $1,758,903.21 $146,575.27
12/1/10 10/31/11 66,665 $26.78 $1,785,286.76 $148,773.90
The Monthly Base Rent is subject to adjustment pursuant to
Sections 4.02 (as amended) and 6.03 and other applicable
sections of the Lease, and as adjusted shall be the Adjusted
Monthly Base Rent.
B. ADDITIONAL RENT
All charges, costs and sums required to be paid by the Tenant
to Landlord pursuant to the Lease, including but not limited
to rent for storage space of 6,511 square feet at a monthly
rent of $3,255.00 and an annual rent of $39,066.00.
3
5. Paragraph 7 of the Eighth Amendment (Tenant's partial
termination rights) is hereby deleted.
6. In Paragraph 9.02 F of the Lease (on page 11A thereof),
delete the words: "(provided, Landlord is notified within
120 days of the date hereof)".
7. Except as amended hereby, the Lease shall remain in full
force and effect.
IN WITNESS WHEREOF, this Ninth Amendment has been executed as of the
date first written above.
LANDLORD:
U.S. EQUITIES REALTY, INC., as Agent for
the Beneficiary of LASALLE NATIONAL BANK,
not personally, but as Trustee under Trust
Agreement dated March 1, 1983 and known as
Trust No. 106020
By: /s/
------------------------------------------
Its: President
TENANT:
ILLINOIS STATE MEDICAL INTER-
INSURANCE EXCHANGE
By: /s/
------------------------------------------
Chairman
4
