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EXHIBIT 10.2
LEASE
THIS LEASE, made as of the 1st day of February, 1994, by and between
1500 Limited Partnership, a Michigan limited partnership, whose address is 0000
Xxxx Xxx Xxxxxx Xxxx, Xxxx, Xxxxxxxx 00000 (hereinafter referred to as
"Landlord"), and Xxxxx Corporation, a Michigan corporation, whose address is
0000 Xxxx Xxx Xxxxxx, Xxxx, Xxxxxxxx 00000 (hereinafter referred to as
"Tenant").
WHEREAS, Landlord owns that certain office building located at 0000
Xxxx Xxx Xxxxxx, Xxxx, Xxxxxxxx (hereinafter referred to as the "Building"), as
more particularly described on Exhibit A attached hereto, together with all
buildings, structures, improvements and parking areas constructed thereon and
all easements, rights and appurtenances thereto (collectively, the "Property");
and
WHEREAS, Tenant desires to lease a portion of the Building and
Landlord agrees to lease the Leased Premises to Tenant.
NOW THEREFORE, Landlord, in consideration of the rents to be paid and
the covenants and agreements to be performed by the Tenant, does hereby lease
to the Tenant the Leased Premises defined in Section 1 hereof upon the terms
and conditions hereinafter set forth and Landlord and Tenant agree as follows:
1. Basic Lease Provisions.
The following are certain basic lease provisions, which are part of,
and in certain instances referred to in subsequent provisions of, this Lease:
A. Address and Building: 0000 Xxxx Xxx Xxxxxx Xxxx,
Xxxx, Xxxxxxxx 00000.
B. Leased Premises: 62,772 rentable square feet of area
which space is located on the second floor and a portion of the first
floor as designated and more particularly described by the area
outlined on Exhibit "B" attached hereto (the "Leased Premises").
C. Term: From February 1, 1994 through and including
May 31, 2006
D. Commencement Date: February 1, 1994.
E. Termination Date: May 31, 2006.
F. Basic Annual Rent:
Period Annual Rent
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2/1/94 - 1/31/99 $1,129,896.00
2/1/99 - 1/31/04 1,192,668.00
2/1/04 - 5/31/06 1,224,054.00
G. Monthly Rental Installments:
Period Monthly Rent
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2/1/94 - 1/31/99 $ 94,158.00
2/1/99 - 1/31/04 99,389.00
2/1/04 - 5/31/06 102,004.50
H. Basic Monthly Expense: Tenant is responsible for all
electric costs within the Leased Premises other than heating and air
conditioning costs, as set forth in Section 6.2 of this Lease. Tenant
is also responsible for Tenant's Proportionate Share (as hereinafter
defined) of "Increased Charges," as set forth in Section 4.3 hereof.
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I. Tenant's Proportionate Share: 81.8% (subject to
decrease if the area of the Leased Premises decreases when compared to
the gross leaseable area of the Building).
J. Tenant's Use: general business offices and such
other office, medical, research, training and seminar presentation
uses (other than use by any governmental agency) as are consistent
with uses permitted in other first class office buildings in Troy,
Michigan, and are in compliance with applicable zoning ordinances.
2. Leased Premises.
2.1 Landlord does hereby lease to Tenant the space specified in
Section 1(B) of the Basic Lease Provisions, as shown on Exhibit "B" attached
hereto, together with the nonexclusive right and easement to use the parking
and certain common areas and facilities, which are furnished by the Landlord at
or in the Building, in common and conjunction with the Landlord, the other
tenants of the Building, and their respective agents, employees, customers and
invitees (the "Common Areas"). Landlord shall not reduce, alter, modify or
change in any manner the Common Areas without the consent of Tenant, which
consent shall not be unreasonably withheld or delayed, provided that: (i) the
rear portion of the parking lot area may be so altered, so long as same does
not affect Tenant's rights hereunder, and (ii) the interior hallway may be
reconfigured to accommodate a new tenant, so long as access to and visibility
of the Leased Premises is not adversely affected thereby. Tenant and its
agents, employees, customers and invitees shall continue to have the exclusive
right to use the parking spaces currently designated for Tenant's use as of the
date hereof. In the event the size of the Leased Premises is reduced in
accordance with Section 36 of the Lease, the number of parking spaces
designated for Tenant's use shall be proportionately reduced. Tenant further
acknowledges that Landlord shall have no obligation to police, monitor or
enforce the usage of Tenant's designated parking spaces.
2.2 Landlord and Tenant acknowledge that the entire Building
including the Leased Premises is currently covered by an existing lease (the
"Existing Lease") dated May 18, 1983, between Landlord, as lessor, and Tenant,
as lessee, as amended (collectively, the "Existing Lease"). Contemporaneously
herewith, Landlord and Tenant shall execute an amendment (the "Amendment") to
the Existing Lease excluding the Leased Premises from the Premises (as defined
in the Existing Lease) for purposes of the Existing Lease. Pursuant to such
Amendment, the Existing Lease will cover only those portions of the Building
currently subleased by Tenant to: (i) Xxxxx Xxxx Health System/Invitro
Fertilization of Australia Partnership d/b/a Xxxxx Xxxx IVF Australia Program
("HFIAP") under a Sublease dated June 15, 1992 (the "HFIAP Sublease"), and (ii)
Xxxxx Xxxx Health System d/b/a Xxxxx Xxxx Medical Group ("HFHS") under a
Sublease dated June 15, 1992 (the "HFHS Sublease"). The portion of the
Building covered by the HFHS Sublease (the "HFIAP Space") is also subject to a
Lease dated June 15, 1992 (the "HFIAP Lease") between Landlord and HFHS, which
HFIAP Lease commences upon expiration of the HFIAP Sublease. The portion of
the Building covered by the HFHS Sublease (the "HFHS Space") is also subject to
a Lease dated June 15, 1992 (the "HFHS Lease") between Landlord and HFHS, which
HFHS Lease commences upon expiration of the HFHS Sublease. The HFHS Space is
more particularly described in the HFHS Lease and the HFIAP Space is more
particularly described in the HFIAP Lease. From and after the date hereof,
Landlord and Tenant shall use their best efforts to obtain the consent of HFIAP
and HFHS to: (i) the immediate termination of the HFIAP Sublease and HFHS
Sublease (the "Subleases") effective as of the first day of the first month
following the granting of such consent by both HFIAP and HFHS (the "Termination
Date"), and (ii) amendments to the HFIAP Lease and the HFHS Lease (the
"Leases") such that such Leases shall commence as of the Termination Date
rather than June 1, 1996 (the "Amendments"). Upon the granting of such consent
of HFIAP and HFHS, termination of the Subleases, and the execution of the
Amendments by Landlord, HFIAP and HFHS, the Existing Lease will be terminated
and of no further force or effect. In the event that HFIAP or HFHS refuses to
grant such consent, Tenant shall assign all of its right, title, and interest
in and to the Subleases to Landlord, Landlord shall assume the obligations of
Tenant thereunder, and the Existing Lease shall be terminated and of no further
force or effect as of the date of such assignment. In the event of a conflict
between this Lease and the Existing Lease as to the Leased Premises, this Lease
shall control.
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2.3 Landlord and Tenant acknowledge that Landlord is entitled to
reimbursement from Tenant pursuant to the Existing Lease for all payments made
by Landlord for insurance premiums with respect to the Building during the term
of the Existing Lease. Landlord hereby waives its right to reimbursement for
all such premiums paid by Landlord other than premiums for the previous twelve
(12) months for which Landlord shall receive reimbursement from Tenant.
2.4 Landlord executed a certain letter dated February 28, 1992,
with respect to the proposed sub-tenancy of HFHS. Landlord and Tenant
acknowledge and agree that such letter is null and void and of no further force
or effect.
2.5 Tenant hereby agrees to indemnify and hold Landlord harmless
from and against any and all liabilities, claims, demands, obligations, costs
and expenses arising under the Subleases prior to the date hereof. Landlord
hereby agrees to indemnify and hold Tenant harmless from and against any and
all liabilities, claims, demands, obligations, costs and expenses arising under
the Subleases from and after the date hereof.
3. Term and Possession.
3.1 The term (the "Term") of this Lease shall be for the period
from and after the Commencement Date and ending on May 31, 2006.
3.2 Tenant accepts the Leased Premises in its "as is" condition as
of the Commencement Date.
4. Rent.
4.1 Tenant shall pay to Landlord as rent for the Leased Premises
during the Term of this Lease the sum shown in Section 1(F) of the Basic Lease
Provisions, payable in advance, in equal monthly installments in the amount
shown in Section 1(G) of the Basic Lease Provisions, upon the first day of each
and every month throughout the term of this Lease.
4.2 Rental and all other charges hereunder shall be paid promptly
without prior demand therefor and without deductions or set-offs for any reason
whatsoever, except as otherwise hereinafter provided, and overdue rent shall
bear interest from and after the tenth (10) day of each calendar month if not
previously paid at the rate of twelve percent (12%) per annum, but in no event
higher than the highest rate which may be charged without the same being
usurious, during delinquency until paid. Landlord shall have no obligation to
accept less than the full amount of all installments of rental and interest
thereon and all charges hereunder which are due and owing by Tenant to
Landlord, and if Landlord shall accept less than the full amount owing,
Landlord may apply the sums received toward any of Tenant's obligations in
Landlord's discretion.
4.3 In addition to the Basic Annual Rent set forth above, Tenant
shall pay to Landlord, as additional rent, Tenant's Proportionate Share of any
"Increased Charges" (as hereinafter defined). "Increased Charges" shall mean
that portion of the "Charges" (as hereinafter defined) incurred by Landlord
during each calendar year in excess of the Charges incurred by Landlord during
calendar year 1994. Charges for calendar year 1994 shall be calculated by
annualizing the actual charges incurred during the period from February 1, 1994
through December 31, 1994. Notwithstanding anything contained herein to the
contrary, for purposes of the calculation of Charges incurred by Landlord
during calendar year 1994, the amount of Taxes (as hereinafter defined)
incurred by Landlord during calendar year 1993 shall be substituted for the
amount of Taxes incurred by Landlord during calendar year 1994, unless the
amount of Taxes incurred in 1994 is higher, in which case 1994 Taxes shall be
used. With respect to such Increased Charges, prior to the beginning of each
calendar year during the term of this Lease or as soon thereafter as is
practicable, Landlord shall give Tenant notice of Landlord's estimate of
Tenant's Proportionate Share of Increased Charges for the ensuing calendar year
which will be based on actual charges for the previous calendar year. On or
before the first day of each month during such ensuing calendar year, Tenant
shall pay to Landlord one-twelfth (1/12) of such estimated amount, provided
that until such notice is given with respect to such calendar year, Tenant
shall
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continue to pay the amount then currently payable pursuant hereto until after
the month such notice is given, at which time, the following month's share of
Increased Charges shall include the shortfall in amounts paid by Tenant for
such calendar year to date. Within ninety (90) days of the close of each
calendar year, Landlord shall deliver to Tenant a statement prepared by
Landlord of the amount of the actual Tenant's Proportionate Share of Increased
Charges for the prior calendar year and reasonable evidence and background
information relating to such Increased Charges and the calculation thereof.
The amount charged to Tenant by Landlord hereunder shall not include any
profit, fee, or other xxxx up benefiting Landlord, but shall be based upon the
actual amounts paid by Landlord as Charges or at Tenant's option, such amount
shall be refunded to Tenant. If on the basis of such statement, Tenant owes an
amount that is less than the estimated payments made during such prior calendar
year by Tenant, Landlord shall credit such excess amount against the next
payments due from Tenant to Landlord of Increased Charges. If on the basis of
such statement, Tenant owes an amount that is more than the estimated payment
for such calendar year made by Tenant, Tenant shall pay the deficiency to
Landlord within one hundred fifty (150) days after delivery of such statement.
Tenant shall have the right to audit Landlord's calculation of Increased
Charges on an annual basis within thirty (30) days after Tenant's receipt of
Landlord's statement of the amount of the Increased Charges due.
As used herein, "Charges" shall mean the following costs of operating,
repair, maintenance and taxes incurred by Landlord in connection with the
Property.
(i) all charges for gas, steam, heat, air-conditioning,
power, water and sewer rents for the Property, electricity for the
Common Areas, and all costs of light bulbs and ballasts for the Common
Areas;
(ii) all insurance premiums incurred by Landlord for
insurance which Landlord is required to carry under this Lease;
(iii) all real estate taxes, and other taxes, assessments,
special assessments, ordinary and extraordinary (which, if permitted
by law, may be paid in installments over the longest legally allowable
term) and other governmental charges, whether of a like or different
nature, levied upon or assessed against the Property or any buildings,
structures, fixtures or improvements now or hereafter located thereon,
or arising in respect of the occupancy, use or possession thereof, any
sales taxes applicable to commercial rents, and any tax that may be
levied, assessed or imposed by the State, County or Municipality in
which the Property is located, or by any political or taxing
subdivision thereof, upon or measured by the rents hereunder or the
rental income arising from Property in lieu of or as a substitute for
any tax upon the Property (but not general income taxes of Landlord),
and including the Michigan Single Business Tax, but excluding any of
Landlord's general income taxes, capital stocks tax or other tax
imposed against Landlord for the privilege or franchise of doing
business as a corporation, or any estate, inheritance, devolution,
succession, transfer, stamp, legacy or gift tax which may be imposed
upon or with respect to any transfer of Tenant's interest in the
Property (collectively the "Taxes"); and
(iv) the following reasonable, normal and recurring
expenses of operating, maintaining and repairing the Property: the
cost of landscaping, resealing, repairing, interior painting,
lighting, cleaning, and snow removal with respect to the Common Areas;
the cost of regular preventative maintenance and repair (including
replacement of parts) to the Building utility systems, Building
mechanical systems, exterior walls and roof of the Building, and
parking lot to keep same in good condition over their useful life; the
cost of ordinary trash disposal services; the cost of routine
maintenance of the elevator system; the cost of janitorial services;
reasonable management, legal, accounting and consulting fees and
expenses incurred in connection with the management and operation of
the Building and Common Areas which are payable to parties other than
Landlord, Landlord's general partner and their respective affiliates;
reasonable actual compensation (including employment taxes and fringe
benefits) of all persons who perform duties connected with the
operation, maintenance and repair of the Building or Common Areas; and
amortization of capital improvements which are either (i)
non-structural improvements
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required by changes in the law enacted after the Commencement Date
which are required as a result of occupancy of space within the
Building by Tenant, or (ii) installed for the purpose of reducing
Charges over the period of such amortization, provided the amortized
amount of such capital improvement does not exceed the good faith
estimate of the amount of the Increased Charge saved in any given
calendar year.
Notwithstanding anything contained in this Lease to the contrary,
Charges shall not include the following costs and expenses relating to the
operation, maintenance, repair and replacement of the Building and the Common
Areas:
(i) Structural building and roof repair costs;
(ii) Costs incurred when due to normal wear and tear,
exposure to the elements, corrosion or obsolescene, the parking lot,
roof, HVAC rooftop units and boilers are no longer usable or
repairable (other than costs incurred in connection with regular
preventative maintenance and necessary repairs, overhauls and
replacement of parts perfomed with respect to the parking lot, roof,
HVAC rooftop units and boilers to keep same in good condition for
their useful life which costs shall be included in Charges);
(iii) Any cost or expense related to removal or cleanup of
Hazardous Materials (as defined in Section 35 hereof) (except that
Tenant remains liable for all costs of any removal or cleanup caused
by Tenant);
(iv) Landlord's debt service on any mortgage encumbering
the Property;
(v) Items which would be considered capital expenditures
by Landlord under generally accepted accounting principles relating to
the Building or the Common Areas except as otherwise specifically
included above;
(vi) Cost of repair of damage caused by casualty or
condemnation;
(vii) Costs of Landlord associated with portions of the
Building leased to other tenants;
(viii) Depreciation;
(ix) Leasing commissions fees, tenant improvement costs
and incentives to new tenants;
(x) Expenses for services provided to another tenant of
the Building but not Tenant;
(xi) Penalties or fines payable by Landlord;
(xii) Expenses for which Tenant reimburses Landlord in
accordance with other provisions of this Lease;
(xiii) Costs incurred by Landlord as a result of a violation
of another lease for space in the Building;
(xiv) Costs incurred because of Landlord's negligence or
willful act or omission; and
(xv) Overhead and profit to Landlord.
4.4 Landlord agrees to not unreasonably reduce expenditures which
would be included in Charges during calendar year 1994. In addition, with
respect to the janitorial expenses, in the event the remainder of tenants in
the Building receive janitorial services in the future, janitorial
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service expenses for 1994 shall be "grossed up" as if 100% of the Building was
using janitorial services in 1994 as part of the calculation of Charges.
4.5 Notwithstanding anything contained in this Lease to the
contrary, the amount of "Controllable Charges" (as hereafter defined) for which
Tenant shall pay Tenant's Proportionate Share as part of Tenant's obligation to
pay Increased Charges shall not increase each calendar year by more than five
(5%) percent per annum on a cumulative basis, so that if Charges for 1994 are
$1.00, Charges for 1995 would not be higher than $1.05, Charges for 1996 would
not be higher than $1.1025, Charges for 1997 would not be higher than $1.1576,
and so forth. The term "Controllable Charges" shall mean all Charges, except
for Taxes, insurance premiums, and utility costs.
5. Use.
5.1 The Leased Premises shall be used only for the purposes of
Tenant's Use as set forth in Section 1(I) of the Basic Lease Provisions, and
for no other purpose or purposes whatsoever, subject to the provisions of
Section 5.3 hereof. Tenant agrees, at its own cost and expense, to obtain all
necessary governmental approvals, certificates, licenses and permits, that may
be required for Tenant's use and occupancy of the Leased Premises; provided,
however, Landlord agrees to cooperate with Tenant in applying for any
certificate, license or permit required and Landlord will sign, if required,
any necessary applications and related documents.
5.2 Tenant acknowledges that (i) the Leased Premises are suitable
for Tenant's use in the conduct of its business; (ii) Tenant has inspected the
Leased Premises and the Building and both are, in all respects, satisfactory to
Tenant; (iii) Landlord has not had, and will not in the future, have any
responsibility in connection with any improvements to the Leased Premises or
the Property and Landlord has made no representations or warranties with
respect to the condition, state or workmanship of any building or improvements
on the Property or the condition, state or workmanship of the Leased Premises,
and, except for Landlord's repair obligations set forth in this Lease, arising
with respect to events or circumstances occurring subsequent to the date
hereof, if any portion of the Leased Premises shall be found to be faulty,
incomplete or unsatisfactory in any way, Tenant shall have no recourse against
Landlord, any and all rights which it may have against Landlord for any damages
or other relief in connection therewith being expressly waived. Tenant shall
not do or permit to be done in or about the Leased Premises, nor bring or keep
or permit to be brought or kept therein, anything which is prohibited by or
will in any way conflict with any law, statute, ordinance or governmental rule
or regulation now in force or which may hereafter be enacted or promulgated, or
which is prohibited by the standard form of fire insurance policy, or will in
any way increase the existing rate of or affect any fire or other insurance
upon the Building or any of its contents, or cause a cancellation of any
insurance policy covering the Building or any part thereof or any of its
contents, or adversely and demonstrably affect or interfere with any services
required to be furnished by Landlord to Tenant, or to any other tenants or
occupants of the Building, or with the proper and economical rendition of any
such service. Tenant shall not do or permit anything to be done in or about
the Leased Premises which will in any way obstruct or interfere with the rights
of other tenants or subtenants of the Building, or injure them, or use or allow
the Leased Premises to be used for any unlawful or objectionable (i.e. not
consistent, in Landlord's reasonable discretion, with the operation of a first
class office building) purpose, nor shall Tenant cause, maintain or permit any
nuisance in, on or about the Leased Premises or commit or suffer to be
committed any waste in, on or about the Leased Premises. If anything done,
omitted to be done or suffered to be done by Tenant, or kept or suffered by
Tenant to be kept in, upon or about the Leased Premises shall cause the rate of
fire or other insurance on the Building in companies acceptable to Landlord to
be increased beyond the minimum rate from time to time applicable to the
Building, Tenant shall pay the amount of any such increases. Landlord
acknowledges that Tenant's current business and current use of the Leased
Premises do not violate this Section 5.2 and will not cause an increase in any
insurance rate.
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6. Utilities and Services.
6.1 Provided Tenant is not in Default hereunder, and subject to
Tenant's agreement to pay Increased Charges and other charges set forth in this
Lease, Landlord agrees to furnish to the Leased Premises, at Landlord's
expense, all utilities and services currently being provided to Tenant, at
Tenant's expense, under the Existing Lease, which services are consistent with
services typically provided in first class office buildings in the Troy,
Michigan area, subject to the conditions and in accordance with the standards
set forth in this Section 6 and which services include, but are not limited to,
the following:
A. Heat and/or air conditioning on Monday through
Friday from 7 a.m. to 7 p.m., except on legal holidays, at a range
within tolerances normal in first class office buildings.
B. Water for drinking, cleaning, and lavatory purposes
only.
C. Janitorial services.
D. Maintenance and replacement of the parking areas,
sidewalks, and landscaping, as needed in the discretion of Landlord.
E. Snow removal services.
F. Other services currently being provided to Tenant as
of the date hereof, at Tenant's expense.
6.2 Tenant shall be responsible for its own electrical usage and
shall pay same within ten (10) days of a receipt of an invoice therefor from
Landlord, as additional rent. Tenant may, at its expense, arrange for the
Leased Premises to be separately metered for electricity (except for that
electricity consumed in connection with the heating and cooling systems).
Landlord and Tenant acknowledge and agree that Tenant's share of electrical
usage shall be determined by an electrical consumption consultant mutually
acceptable to Landlord and Tenant. Tenant shall also be responsible for all
costs (including electricity) incurred in connection with any heating or
cooling systems installed by Tenant relating to Tenant's unique use of the
Leased Premises.
6.3 Landlord may impose a reasonable charge (but not including
profit to Landlord) for any utilities and services, including without
limitation, heat and air conditioning provided by Landlord by reason of any use
of the Leased Premises at any time other than the hours set forth in Section
6.1 above.
6.4 Tenant agrees to pay any reasonable charge imposed by Landlord
pursuant to Section 6.3 within thirty (30) days after receipt of an invoice
from Landlord and any failure to pay any excess costs as described above shall
constitute a breach of the obligation to pay rent under this Lease and shall
entitle Landlord to the rights herein granted for such breach. Tenant's use of
electricity or water shall at no time exceed the capacity of the service to the
Building or the wiring or plumbing installation. Landlord acknowledges that
Tenant's current use of the Leased Premises does not result in usage of
electricity or water in excess of capacity.
6.5 Landlord shall not be liable for, and Tenant shall not be
entitled to any abatement or reduction of rent by reason of, Landlord's failure
to cause any of the foregoing services to be furnished when such failure is
caused by accident, breakage, repairs, riots, strikes, lockouts or other labor
disturbance or labor dispute of any character, governmental regulation,
moratorium or other governmental action, inability to obtain electricity, water
or fuel, or by any other cause beyond Landlord's control or for stoppages or
interruptions of any such services for the purpose of making necessary repairs
or improvements. Failure, stoppage or interruption of any such service shall
not be construed as an actual or constructive eviction
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or as a partial eviction against Tenant, or release Tenant from the prompt and
punctual performance by Tenant of the covenants contained herein.
6.6 Anything hereinabove to the contrary notwithstanding, Tenant
agrees that Landlord's obligation to furnish heat, electricity, and air
conditioning and/or water to the Leased Premises shall be subject to and
limited by all laws, rules, and regulations of any governmental authority
affecting the supply, distribution, availability, conservation or consumption
of energy, including, but not limited to, heat, electricity, gas, oil and/or
water. Landlord shall abide by all such governmental laws, rules and
regulations and, in so doing, Landlord shall not be in default in any manner
whatsoever under the terms of this Lease, and Landlord's compliance therewith
shall not affect in any manner whatsoever Tenant's obligation to pay the full
rental set forth in this Lease, unless utilities are not available to the
Leased Premises as a result of Landlord's negligence or intentional act, in
which event Tenant shall be entitled to an equitable abatement of rent during
the period of utility interruption.
6.7 Landlord shall replace all light bulbs and ballasts in
lighting fixtures installed within the Leased Premises at Tenant's sole cost
and expense. Tenant shall reimburse Landlord for the cost thereof within
thirty (30) days of Tenant's receipt of an invoice therefor from Landlord.
Landlord shall have no responsibility for, and Tenant shall bear all costs of
and responsibility for, all special lighting and bulbs used by Tenant in the
theater located within the Leased Premises or any other lighting used by Tenant
related to Tenant's unique use of the Leased Premises.
7. Improvements, Alterations and Repairs and Tenant Allowances.
7.1 In addition to the tenant improvement allowances set forth
below, Landlord shall pay Tenant an additional allowance of $100,000.00
immediately upon execution of this Lease and an additional allowance of
$20,000.00 on or before February 1, 2000. It is the intention of Landlord and
Tenant that these allowances be used for Tenant improvements but Tenant will
not be required to provide invoices for same.
7.2 Tenant shall not make: (i) any structural alterations,
additions or improvements to the Leased Premises, or (ii) any non-structural
alterations, additions or improvements costing in excess of $50,000.00, without
Landlord's prior written approval, which approval, in the case of interior
non-structural alterations, additions or improvements shall not be unreasonably
withheld, but which approval, with respect to exterior and structural
alterations (including electrical, mechanical, HVAC, and plumbing systems), may
be withheld by Landlord in its sole discretion, provided, however, Landlord
agrees not to unreasonably withhold its approval of alterations to the
electrical, mechanical, HVAC and plumbing systems so long as such alterations
do not negatively impact the other tenants of the Building or the appearance of
the Building. In the event of disapproval of Tenant's proposed alterations,
additions or improvements, Landlord shall give to the Tenant an itemized
statement of the reasons therefor. If Landlord does not disapprove the plans
and specifications or proposals of Tenant within fifteen (15) business days
after the same have been received by Landlord, such plans, specifications or
proposals shall be deemed to have been approved by Landlord. All alterations,
additions or improvements made by Tenant to the Leased Premises, except movable
office furniture and equipment installed at Tenant's expense, shall be the
property of Landlord and remain upon and be surrendered with the Leased
Premises at the expiration of the term hereof. During the Term hereof,
Landlord shall reimburse Tenant in an amount not to exceed $400,000.00 for any
and all alterations, renovations, and improvements to the Leased Premises made
and paid for by Tenant within ten (10) days of receipt by Landlord of
appropriate lien waivers and invoices marked paid for completed work in form
and content acceptable to Landlord. Furthermore, after February 1, 2000,
Landlord shall reimburse Tenant for any and all alterations, renovations, and
improvements made and paid for by Tenant in an additional amount not to exceed
$80,000.00 (which amount is in addition to, and not in lieu of, the $400,000.00
amount previously described) within ten (10) days of receipt of appropriate
lien waivers and invoices marked paid for completed work in form and content
acceptable to Landlord. Landlord and Tenant acknowledge that Tenant intends to
make certain alterations and improvements which will be
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identified by Tenant subsequent to the date hereof. Tenant acknowledges that
all extraordinary maintenance costs and utility costs relating to Tenant's
improvements, alterations or additions shall be paid for by Tenant.
Tenant shall only use contractors approved by Landlord for any
permitted alterations, additions or improvements to the Leased Premises and
Tenant shall obtain all necessary governmental certificates, licenses, permits
and approvals for any such alterations, additions or improvements at its sole
cost and expense. The foregoing notwithstanding Landlord shall not withhold
its consent to Tenant's choice of contractor so long as such contractor is
licensed in the State of Michigan, insurable and bondable, of a good reputation
and experience in similar types of work. Except as set forth in Sections 7.1
and 7.2 hereof, Tenant shall not be entitled to any reimbursement or
compensation resulting from its payment of the costs or expenses of
constructing any improvements, alterations or additions to the Leased Premises.
Tenant shall not permit any construction or mechanic's liens to be placed or
remain upon the Leased Premises. In the event that such construction or
mechanic's liens are placed on the Leased Premises, Tenant shall remove or bond
over same within thirty (30) days of demand by Landlord. Tenant's failure to
do so shall constitute an Event of Default hereunder giving Landlord the right,
inter alia, to terminate this Lease upon thirty (30) days prior written notice
to Tenant. In addition, Tenant shall indemnify and hold harmless Landlord from
any cost or expense whatsoever (including reasonable attorney fees) arising
from Tenant's permitting a construction or mechanic's lien to be placed on the
Leased Premises. Landlord has no obligation and has made no promise to alter,
remodel, improve, repair decorate, or paint the Leased Premises or any part
thereof. No representations with respect to the condition of the Leased
Premises or the Building have been made by Landlord to Tenant, except as
specifically herein set forth.
7.3 Subject to Tenant's payment of Increased Charges, Landlord
shall make all necessary repairs and replacements to the Building, the Common
Areas located therein and the Leased Premises, including the heating, air
conditioning and electrical systems located therein but excluding Tenant's
additions to the HVAC system made to accommodate Tenant's unique use of the
Leased Premises which shall be Tenant's responsibility, and Landlord shall also
make all other repairs to the Leased Premises; provided, however, that Tenant
shall make all repairs and replacements arising from its acts, neglect or
default. Notwithstanding anything to the contrary set forth hereinabove, the
Tenant shall not be liable to the Landlord for any loss or damage to the extent
that Landlord's insurance provides compensation therefor and Landlord receives
such compensation, regardless of causation. Except as provided above, Tenant
shall keep the Leased Premises in good condition and Tenant shall, upon the
expiration of the term of this Lease, yield and deliver up the Leased Premises
in like condition as when taken, reasonable use and wear thereof and repairs
required to be made by Landlord excepted. In the event that Landlord shall
deem it necessary, or be required by any governmental authority, to repair,
alter, remove, reconstruct or improve any part of the Leased Premises or of the
Building (unless the same results from Tenant's acts, neglect, default or mode
of operation, including, but not limited to, any remodeling, repairs, or
improvements required as a result of the use of the Leased Premises for general
office purposes, in which event Tenant shall make all such repairs, alterations
and improvements), then the same shall be made by Landlord or Landlord with
reasonable dispatch and without unreasonable interference to Tenant's
operation, and should the making of much repairs, alterations or improvements
cause any unreasonable interference with Tenant's use of the Leased Premises,
such interference shall not relieve Tenant from the performance of its
obligations hereunder, nor shall such interference be deemed an actual or
constructive eviction or partial eviction, but Tenant shall be entitled to a
rental abatement if such unreasonable interference has a material impact on
Tenant's use and occupancy of the Leased Premises over an extended period of
time.
7.4 In the event Landlord fails to pay any of the Tenant
Allowances within thirty (30) days of their due date in accordance with Section
7.1 and 7.2, Tenant shall have the right to offset such amounts against the
next monthly installments of Basic Annual Rent and Increased Charges due
hereunder, which amounts shall accrue interest from and after the
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expiration of such thirty (30) day period at the rate set forth in Section 4.2
until paid in full or offset in full against the Basic Annual Rent and
Increased Charges.
7.5 In the event Landlord refuses, neglects or fails to commence
any material and necessary repairs to the Leased Premises which are Landlord's
responsibility hereunder within thirty (30) days of Landlord's receipt of
notice from Tenant of the need for such repairs (or within a reasonable time
after such notice in the event of emergency repairs), Tenant shall have the
right to make such material and necessary repairs. Tenant shall further be
permitted to offset the cost of such repairs against the next monthly
installments of Basic Annual Rent and Increased Charges due hereunder, provided
Tenant submits evidence to Landlord prior to such offset of: (i) the prior
payment by Tenant of such repair costs to third parties; and (ii) the
reasonableness of such costs. Such amounts shall accrue interest at the rate
set forth in Section 4.2 from the date Landlord receives the evidence
identified in (i) and (ii) above until paid in full or offset against Basic
Annual Rent.
8. Signs.
8.1 Tenant agrees that no new signs or other advertising materials
or modifications to existing signs or advertising materials shall be erected,
attached or affixed to any portion of the interior or exterior of the Building
of which the Leased Premises form a part by Tenant without the express prior
written consent of Landlord, which shall not be unreasonably withheld.
8.2 The design, size, configuration of the letters and lighting
(if any) of any sign shall be subject to reasonable approval of Landlord and
the approval of the City of Xxxx. The full cost for all design, installation,
maintenance, permits, operation and removal of any sign shall be the
responsibility of, and borne by, Tenant, and to the extent that Tenant shares
space on any sign with any other occupant of the Building, Tenant shall pay
Tenant's pro rata share of the cost of maintenance, repair and insurance
thereof, based on the area of Tenant's identification panel in such sign as
compared to the area of all identification panels on such sign which identify
occupants of the Building.
9. Assignment and Subletting.
9.1 Tenant shall not assign or transfer this Lease or hypothecate,
pledge, encumber or mortgage the Leased Premises or sublet the Leased Premises
or any part thereof without the prior written consent of Landlord; provided
that Tenant shall have the right to assign the Lease, or sublet all or any
portion of the Leased Premises without Landlord's consent to: (i) a company
controlled by, or under common control with, or controlling Tenant, (ii) a
corporation with which Tenant merges or consolidates, (iii) a purchaser of all
or substantially all of Tenant's stock or assets; or (iv) an assignee or
sublessee of a character, reputation and integrity not inconsistent with the
quality of the Building and other first class office buildings in the Troy,
Michigan area, so long as such transferee's use of the Leased Premises does not
violate Section 5.3 hereof and Tenant remains liable under the Lease. In all
other events, Landlord's consent shall not be unreasonably withheld subject to
the terms and conditions of Section 9.2 hereof. In the event of any such
assignment, transfer or subletting with or without Landlord's consent, Tenant
shall remain fully liable to perform all of the obligations under the Lease.
In the event of any assignment, transfer (including transfers by operation of
law or otherwise), hypothecation, mortgage or subletting without such written
consent, if required, in addition to any other right or remedy Landlord may
have under the provisions of this Lease, Landlord shall have the right to
terminate this Lease and/or to re-enter and repossess the Leased Premises with
due process of law, but Landlord's right to damages shall survive and Tenant
shall in no way be released from any of its obligations under this Lease.
Consent by Landlord to one or more assignment(s) of this Lease or to one or
more subletting of said Leased Premises shall not be deemed to be a waiver of
the requirement for consent of Landlord to any future assignment or subletting.
9.2 If Tenant desires at any time to enter into an assignment or a
sublease of the Leased Premises or any portion thereof which requires
Landlord's consent, Tenant shall
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request in writing Landlord's consent to the assignment or sublease, and
provide in Tenant's notice and such assignment or sublease the following: (a)
the name of the proposed assignee, subtenant or occupant, (b) the nature of the
proposed assignee's, subtenant's or occupant's business to be carried on in the
Leased Premises, (c) sufficient financial information (which information is in
the possession of Tenant and Tenant is permitted to disclose) with respect to
the proposed assignee, subtenant or occupant to allow Landlord to reasonably
assess the financial condition of such person or entity, and (d) such other
information as Landlord may reasonably request concerning the proposed assignee
or sublessee. If Landlord receives a notice pursuant to this Section 9.2,
then, within ten (10) business days thereafter, Landlord shall by written
notice to Tenant elect either to (1) consent to the proposed assignment or
sublease, or (2) refuse to consent to the proposed assignment or sublease. If
Landlord fails to notify Tenant within the applicable time period of Landlord's
election, Landlord shall be deemed to have refused to consent to said
assignment or sublease. Landlord and Tenant agree that it shall be reasonable
for Landlord to withhold its consent if one or more of the following situations
exist or may exist: (i) the proposed transferee's use of the Leased Premises
conflicts with Tenant's permitted use under this Lease, (ii) in Landlord's
reasonable business judgment, the proposed transferee is of a character or
reputation, or engaged in a business, not consistent with the quality of the
Building or Property, (iii) Tenant is in Default under this Lease, or (iv) the
proposed transferee does not maintain the insurance required under this Lease.
Upon any refusal to give consent, Landlord shall give written notice to Tenant
within such fifteen (15) business day period, which notice shall state the
specific reasons for such refusal.
9.3 In the event Tenant shall, with Landlord's consent, sublet a
portion of the Leased Premises, or assign this Lease, to any party other than
an Affiliate, forty percent (40%) of the excess amount of all of the sums or
other economic consideration received by Tenant as a result of such subletting
or assignment whether denominated rentals or otherwise, under the Lease or
assignment over the sum of: (i) the total sum which Tenant is obligated to pay
Landlord under this Lease and (ii) all reasonable costs incurred by Tenant in
connection with such assignment or subletting shall be payable to Landlord as
additional rental under this Lease without affecting or reducing any other
obligation of Tenant hereunder. The timing of such payments shall be agreed
upon in good faith by Landlord and Tenant, with deduction from the amounts due
Landlord to reimburse Tenant for all costs expended by Tenant in connection
with such assignment or subletting.
9.4 In the event Tenant shall assign this Lease or sublet the
Leased Premises or request the consent of Landlord to any assignment or
subletting or if Tenant shall request the consent of Landlord for any act that
Tenant proposes to do, then Tenant shall pay Landlord's reasonable attorneys'
fees and processing fees incurred in connection therewith.
10. Landlord's Insurance.
10.1 Landlord shall, during the term of the Lease, provide and keep
in force or cause to be provided or kept in force fire insurance for at least
replacement value (including standard extended coverage endorsement perils and
leakage from fire protective devices) in respect of the Building, excluding
Tenant's trade fixtures, equipment and personal property. Landlord shall also
maintain the insurance policies currently carried by Landlord with respect to
the Building, copies of the binders for which insurance policies are attached
hereto as Exhibit C, and such other insurance as Landlord, in its commercially
reasonable discretion, elects to obtain. Insurance obtained by Landlord shall
be in amounts which Landlord shall from time to time determine reasonable and
sufficient, shall be subject to such deductibles and exclusions which are
commercially reasonable and shall otherwise be on such terms and conditions as
Landlord shall from time to time determine reasonable and sufficient, provided
that all of such insurance shall meet the parameters set forth in Section 11.5;
shall name the Tenant as an additional named insured; and shall not be
cancelled or amended except upon 30 days notice of Tenant.
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11. Indemnification and Tenant's Insurance.
11.1 Tenant will indemnify and defend Landlord and each of the
partners of Landlord and save it and them harmless from and against any and all
claims, actions, damages, liability and expense of any kind or nature resulting
in loss of life, personal, bodily or advertising injury and/or damage to
property arising from or out of any occurrence in, upon or at the Leased
Premises, regardless of who asserts such claim. Landlord will indemnify and
defend Tenant and save it harmless from and against any and all claims,
actions, damages, liability and expense of any kind or nature resulting in loss
of life, personal, bodily or advertising injury and/or damage to property
arising from or out of any occurrence in, upon or at the Common Areas,
regardless of who asserts such claim. All property kept, stored or maintained
in the Leased Premises shall be so kept, stored or maintained at the risk of
Tenant only. In case Landlord shall be made a party to any litigation
commenced by or against Tenant which is unrelated to the Building, the Leased
Premises or Tenant's occupancy thereof, then Tenant shall protect and hold
Landlord harmless and shall pay all costs, expenses and reasonable attorney
fees incurred or paid by Landlord in connection with such litigation. In case
Tenant shall be made a party to any litigation commenced by or against Landlord
which is unrelated to the Building, the Leased Premises or Tenant's occupancy
thereof, then Landlord shall protect and hold Tenant harmless and shall pay all
costs, expenses and reasonable attorney fees incurred or paid by Tenant in
connection with such litigation. The indemnification provisions contained in
this Section 11.1 shall survive the expiration or early termination of this
Lease.
11.2 Tenant shall procure and keep in effect comprehensive general
liability insurance, including contractual liability, with minimum limits of
liability of Five Million ($5,000,000.00) Dollars per occurrence for bodily
injury or death and for property damage. From time to time, Tenant shall
increase the limits of such policies to such higher limits as Landlord shall
reasonably require. Such insurance shall name Landlord as an additional named
insured, shall specifically include the liability assumed hereunder by Tenant,
and shall provide that it is primary insurance and not excess over or
contributory with any other valid, existing and applicable insurance in force
for or on behalf of Landlord, and shall provide that Landlord shall receive
thirty (30) days notice from the insurer prior to any cancellation or change of
coverage.
11.3 Tenant shall procure, pay for and maintain, or cause its
contractor to procure, pay for and maintain, as the case may be, during the
performance of any approved work pursuant to Section 7.1 of this Lease, the
following forms of insurance coverage:
A. Workers Compensation Insurance - statutory limits.
B. Comprehensive General Liability Insurance (including
contractors' protective liability, completed operations, contractual
liability, explosion and collapse coverage), with a combined single
limit of Five Million Dollars ($5,000,000.00) for each occurrence with
respect to bodily injury and/or property damage.
C. Comprehensive Automobile Liability Coverage
(including coverage for owned, hired and non-owned automotive
equipment), with a combined single limit One Million Dollars
($1,000,000 .00) for each occurrence for bodily injury and property
damage liability of One Hundred Thousand Dollars ($100,000.00).
11.4 Tenant shall procure and keep in effect fire insurance
(including standard extended coverage endorsement perils and leakage from fire
protective devices) for the full replacement cost of Tenant's trade fixtures,
equipment, personal property and leaseholder improvements.
11.5 Each insurance policy obtained by Tenant pursuant to this
Lease shall contain a clause that the insurer will provide Landlord with at
least thirty (30) days prior written notice of any material change, non-renewal
or cancellation of the policy and shall be in a form reasonably satisfactory to
Landlord and shall be taken out with an insurance company authorized to do
business in the State of Michigan and rated not less than Best's Financial
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Class X and Best's Policy Holder Rating "A". Each casualty insurance
certificate shall indicate that the insurer waives its rights of subrogation
against Landlord. In addition, any insurance policy obtained by Tenant shall
be written as primary policies, non-contributing with or in excess of any
coverage which Landlord may carry, with loss payable clauses reasonably
satisfactory to Landlord and in favor of Landlord and naming Landlord as an
additional insured and, subject to the foregoing, may be a "blanket" policy.
The liability limits of the above described insurance policies shall in no
manner limit the liability of Tenant under the terms of the indemnity provision
of Section 11.1. Not more frequently than every two (2) years, if, in the
reasonable opinion of Landlord, the amount of liability insurance specified in
this Section 11 is not adequate, in view of increased judgments and verdicts
granted for injury to persons or damage to property, the above-described limits
of coverage shall be reasonably adjusted by Landlord, by written notification
to Tenant, in order to maintain insurance generally comparable to that required
of tenants in the comparable Buildings; provided, however, the increase in the
amount of such insurance shall not exceed ten percent (10%) per annum
cumulative from the Commencement Date. If Tenant fails to maintain and secure
the insurance coverage required under this Section 11, then upon ten (10)
business days prior written notice to Tenant, Landlord shall have, in addition
to all other remedies provided herein and by law, the right, but not the
obligation, to procure and maintain such insurance, the cost of which shall be
due and payable to Landlord by Tenant on demand. If, on account of the failure
of Tenant to comply with the provisions of this Section 11, Landlord is deemed
a co-insurer by Landlord's insurance carrier, then any loss or damage which
Landlord shall sustain by reason thereof shall be borne by Tenant and shall be
immediately paid by Tenant upon receipt of a xxxx therefor and evidence of such
loss.
12. Subrogation.
12.1 Landlord and Tenant shall each obtain from their respective
insurers under all policies of fire insurance maintained by either of them at
any time during the term of this Lease insuring or covering the Building or any
portion thereof or operations therein, a waiver of all rights of subrogation
which the insurer of one party might have against the other party, and Landlord
and Tenant shall each indemnify the other against any loss or expense,
including reasonable attorneys' fees, resulting from the failure to obtain such
waiver and, so long as such waiver is outstanding, each party waives, to the
extent of the proceeds received under such policy, any right of recovery
against the other party for any loss covered by the policy containing such
waiver; provided, however, that if at any time their respective insurers shall
refuse to permit waivers of subrogation, Landlord or Tenant, in each instance,
may revoke said waiver of subrogation effective thirty (30) days from the date
of such notice, unless within such thirty (30) day period, the other is able to
secure and furnish (without additional expense) equivalent insurance with such
waivers with other companies satisfactory to the other party.
13. Destruction or Damage.
13.1 In the event the Leased Premises or any portion of the
Building necessary for Tenant's occupancy is damaged by fire, earthquake, act
of God, the elements or other casualty in each case insured against by
Landlord's fire and extended coverage insurance policies, covering the Building
and, if such damage does not occur during the last twenty-four (24) months of
the Term hereof, Landlord shall forthwith repair the same and this Lease shall
remain in full force and effect except that an abatement of Basic Annual Rent
and Increased Charges shall be allowed Tenant for such part of the Leased
Premises as shall be rendered unusable Landlord shall advise Tenant of the
length of time it will take to rebuild the Leased Premises within thirty (30)
days after such casualty. If such repairs cannot reasonably be completed
within one hundred eighty (180) days after such damage, Tenant shall have the
option to terminate this Lease effective as of the date of such fire or other
casualty, by giving written notice of such termination within thirty (30) days
after Tenant has received Landlord's notice. Further, in the event that fifty
percent (50%) or more of the Leased Premises are destroyed or rendered
untenantable by fire or other casualty during the last twenty-four (24) months
of the Term of the Lease, either Landlord or Tenant may, at its option,
terminate this Lease effective as of the date such fire or other casualty by
giving notice as hereinabove provided in this Section 13.1. If the damage or
destruction cannot be insured against,
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Landlord may elect not to make such repairs and this Lease shall terminate as
of the date of such election by the Landlord.
13.2 If the Leased Premises are to be repaired under this Section,
in no event shall Landlord be required to repair or replace Tenant's trade
fixtures, equipment and personal property, such as signs, wall coverings,
carpeting and drapes, or any improvements in the Leased Premises which have
been constructed by Tenant and Tenant shall be responsible for repairing same.
14. Eminent Domain.
14.1 If all or any part of the Leased Premises shall be taken as a
result of the exercise of the power of eminent domain, this Lease shall
terminate as to the part so taken as of the date of taking, and, in the case of
a taking more than ten percent (10%) of the Leased Premises, Tenant shall have
the right to terminate this Lease as to the balance of the Leased Premises by
notice to Landlord within thirty (30) days after such date; provided, however,
that a condition to the exercise by Tenant of such right to terminate shall be
that the portion of the Leased Premises taken shall be of such extent and
nature as substantially to handicap, impede or impair Tenant's use of the
balance of the Leased Premises as reasonably determined by Tenant. If such
portion of the Building or Common Areas is condemned or otherwise taken so as
to require, in the reasonable opinion of Landlord, a substantial alteration or
reconstruction of the remaining portions of the Building or Common Areas,
Landlord shall have the right to terminate this Lease as of the date of the
taking of possession by the condemning party, by written notice to Tenant
within sixty (60) days of Landlord's receipt of notice of such taking. If this
Lease is not so terminated, Landlord shall restore the Leased Premises. In the
event of any taking, Landlord shall be entitled to any and all compensation,
damages, income, rent, awards, or any interest therein whatsoever which may be
paid or made in connection with the Building, and Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease or
otherwise. In the event of a partial taking of the Leased Premises which does
not result in a termination of this Lease, the rental thereafter to be paid
shall be reduced on a per square foot basis. Tenant shall be entitled to claim
its own separate and independent award as a result of any such taking, so long
as such award does not, in any manner, impair the amount of award to which
Landlord is entitled. Tenant shall be entitled to claim a separate award for
loss of business, removal of trade fixtures, and moving expenses.
15. Quiet Enjoyment.
15.1 Upon Tenant paying the rental and other charges due hereunder
and performing all of Tenant's obligations under this Lease, Tenant may
peacefully and quietly enjoy the Leased Premises during the term of this Lease;
subject, however, to the provisions of this Lease and to any mortgages or
ground or underlying leases referred to in Section 16 hereof.
16. Subordination.
16.1 Landlord reserves the right to subject and subordinate this
Lease to (A) the lien of any mortgage or mortgages which may now or hereafter
affect the Building, and to all advances made or hereafter to be made upon the
security thereof and to the interest thereon, and to any agreements at any time
made modifying supplementing, extending or replacing any such mortgages, and
(B) any ground or underlying lease which may now or hereafter affect the
Building, including all amendments, renewals, modifications, consolidation,
replacements and extensions thereof. With respect to any future mortgage of
the Property, any subordination obtained shall include as a part thereof the
agreement of the mortgagee that in the event of a foreclosure or the assertion
of any other rights under the mortgage, this Lease and the rights of Tenant
hereunder shall continue in effect and shall not be terminated or disturbed so
long as Tenant continues to perform and is not in default under this Lease.
Notwithstanding the foregoing, at the request of the holder of any of the
aforesaid mortgage or mortgages or the lessor under the aforesaid ground or
underlying lease, this Lease may be made prior and superior to such mortgage or
mortgages and/or such ground or underlying lease.
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16.2 At the request of Landlord, Tenant shall execute and deliver
such further instruments as may be reasonably required to implement the
provisions of this Section 16. Tenant hereby irrevocably, during the term of
this Lease, constitutes and appoints Landlord as Tenant's agent and
attorney-in-fact to execute any such instruments if Tenant shall fail or refuse
to execute the same within ten (10) business days after receipt of notice from
Landlord.
17. Nonliability of Landlord.
17.1 In the event the Landlord hereunder or any successor landlord
shall assign or convey its rights under this Lease, all liabilities and
obligations on the part of the original Landlord or such successor Landlord
under this Lease accruing thereafter shall terminate, and thereupon all such
liabilities and obligations shall be binding upon the new Landlord. Tenant
shall attorn to such new Landlord.
17.2 Neither Landlord nor Landlord's partners, successors and
assigns shall be responsible or liable to Tenant (i) for any loss or damage
that may be occasioned by or through the acts or omissions of persons occupying
adjoining areas or any part of the area adjacent to or connected with the
Leased Premises or any part of the Building, (ii) for any loss or damage
resulting to Tenant or its property from theft or a failure of the security
systems in the Building, or (iii) for any damage or loss of property within the
Leased Premises from any cause , except to the extent caused by reason of the
negligence or willful act of Landlord, its agents, employees or licensees, as
the case may be, and no such occurrence shall be deemed to be an actual or
constructive eviction from the Leased Premises or result in an abatement of
rental.
17.3 If Landlord shall fail to perform any covenant, term or
condition of this Lease upon Landlord's part to be performed, and, if as a
consequence of such default, Tenant shall recover a money judgment against
Landlord, such judgment shall be satisfied only against rents or other income
from the building receivable by Landlord and Landlord shall not be liable for
any deficiency. In such event, Tenant may offset any amounts so awarded
against the rent and other charges due hereunder, with interest thereon at the
rate set forth in Section 4.2 hereof.
18. Compliance with Legal Requirements.
18.1 Tenant shall promptly comply with all laws, statutes,
ordinances and governmental rules, regulations or requirements now in force or
which may hereafter be in force, with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted, with any
occupancy certificate or directive issued pursuant to any law by any public
officer or officers, as well as the provisions of all recorded documents
affecting the Leased Premises, insofar as any thereof relate to or affect the
condition, use or occupancy of the Leased Premises, excluding requirements of
structural and non-structural changes to the Building and/or the Leased
Premises which are (i) not necessitated by Tenant's act; or (ii) not
necessitated by Tenant's unique use of the Leased Premises (i.e. any use other
than general office use). Landlord shall promptly comply with all laws,
statutes, ordinances and governmental rules, regulations or requirements now in
force or which may hereafter be in force, with the requirements of any board of
fire underwriters or other similar now or hereafter constituted, with any
occupancy certificate or directive issued pursuant to any law by any public
officer or officers, as well as the provisions of all recorded documents which
affect that portion of the Building which is not the Leased Premises, in so far
as any thereof affect the condition, use or occupancy of the Leased Premises.
Tenant shall comply with and pay for alterations required by the Americans with
Disabilities Act ("ADA") as it relates to Tenant's unique use of the Leased
Premises. Landlord shall be responsible for compliance with the ADA as it
relates to the Building except as set forth in the immediately preceding
sentence, but Landlord shall only be obligated therefor to the extent that
Landlord's failure to comply affects the Leased Premises or the Tenant's
interest therein.
19. Waiver.
19.1 The waiver by either party hereto of any agreement, condition
or provision herein contained shall not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition or provision
herein contained, nor shall any custom or practice which may grow up between
the parties in the administration of the terms hereof be construed to waive or
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to lessen the right of either party to insist upon the performance by the other
party of the terms hereof in strict accordance with said terms. The subsequent
acceptance of rental hereunder by Landlord shall not be deemed to be a waiver
of any preceding breach by Tenant of any agreement, condition or provision of
this Lease, other than the failure of Tenant to pay the particular rental so
accepted, regardless of Landlord's knowledge of such preceding breach at the
time of acceptance of such rental.
19.2 No payment by Tenant or receipt by Landlord of a lesser amount
than the monthly rent, or other charges, herein stipulated shall be deemed to
be other than on account of the earliest stipulated rent, or other charges, nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment as rent be deemed an accord and satisfaction, and Landlord
shall accept such check or payment without prejudice to Landlord's right to
recover the balance of such rent or pursue any other remedy provided in this
Lease.
19.3 Landlord and Tenant hereby waive trial by jury in any action,
proceeding, or counterclaim brought by Landlord or Tenant against the other on
any matter whatsoever arising out of or in any way connected with this Lease,
the relationship of Landlord to Tenant, the use or occupancy of the Leased
Premises by Tenant or any person claiming through or under Tenant, any claim of
injury or damage, and any emergency or other statutory remedy; provided,
however, the foregoing waiver shall not apply to any action for personal injury
or property damage. If Landlord commences any summary or other proceeding for
nonpayment of rent or the recovery of possession of the Leased Premises, Tenant
shall not interpose any counterclaim of whatever nature or description in any
such proceeding, unless the failure to raise the same would constitute a waiver
thereof.
20. Entry by Landlord.
20.1 Landlord and its designees may enter the Leased Premises at
reasonable hours upon reasonable notice to (A) inspect the same, (B) exhibit
the same to prospective purchasers, lenders or tenants, (C) determine whether
Tenant is complying with all of its obligations hereunder, (D) fulfill
Landlord's obligations under this Lease, (E) post notices of
non-responsibility, and (F) make repairs required of Landlord under the terms
hereof or repairs to any adjoining space or utility services or make repairs,
alterations or improvement to any other portion of the Building; provided,
however, that all such work shall be done as promptly as reasonably possible
and any entry shall not unreasonably interfere with Tenant's use and occupancy
of the Leased Premises. Upon Tenant's request, Landlord shall make reasonable
efforts to arrange for entries to perform work to be made during nonbusiness
hours, so long as Tenant agrees to pay any additional costs incurred as a
result of performing such work during non-business hours.
20.2 Landlord shall at all times have and retain a key with which
to unlock all of the doors in, on or about the Leased Premises; and Landlord
shall have the right to use any and all means which Landlord may deem proper to
open said doors in any emergency in order to obtain entry to the Leased
Premises, and any entry to the Leased Premises obtained by Landlord by any of
said means, or otherwise, shall not under any circumstance be construed or
deemed to be a forcible or unlawful entry into or a detainer of the Leased
Premises or an eviction, actual or constructive, of Tenant from the Leased
Premises, or any portion hereof.
21. Events of Default.
21.1 The occurrence of any one or more of the following events
(hereinafter referred to as "Event of Default" or "Default") shall constitute a
breach of this Lease by Tenant: (A) if Tenant shall fail to pay the Basic
Annual Rent or any other sum when and as the same becomes due and payable and
such failure shall continue for a period of three (3) business days after
receipt by Tenant of written notice of such default from Landlord; or (B) if
Tenant shall fail to perform or observe any other term hereof to be performed
or observed by Tenant, and such failure shall continue for more than thirty
(30) days after notice thereof from Landlord, and Tenant shall not within such
thirty (30) day period commence with due diligence and dispatch the curing of
such default, or, having so commenced, shall thereafter fail or neglect to
prosecute or complete with due diligence and dispatch the curing of such
default; or (C) if Tenant shall
- 16 -
17
make a general assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts as they become due or shall file a
petition in bankruptcy, or shall be adjudicated as insolvent or shall file a
petition in any proceeding seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, or shall file an answer admitting
or fail timely to contest or acquiesce in the appointment of any trustee,
receiver or liquidator of Tenant or any material part of its properties; or (D)
if within sixty (60) days after the commencement of any proceeding against
Tenant seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute,
law or regulation, such proceeding shall not have been dismissed, or if, within
sixty (60) days after the appointment without the consent or acquiescence of
Tenant, of any trustee, receiver or liquidator of Tenant or of any material
part of its properties, such appointment shall not have been vacated; or (D) if
this Lease or any estate of Tenant hereunder shall be levied upon under any
attachment or execution and such attachment or execution is not vacated within
ten (10) days.
21.2 If, as a matter of law, Landlord has no right on the
bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or
its trustee wishes to assume or assigns his Lease, in addition to curing or
adequately assuring the cure of all defaults existing under this Lease on
Tenant's part on the date of filing of the proceeding (such assurances being
defined below), Tenant, as debtor, or the trustee or assignee must also furnish
adequate assurances of future performance under this Lease (as defined below).
Adequate assurance of curing defaults means the posting with Landlord of a sum
in cash sufficient to defray the cost of such a cure. Adequate assurance of
future performance under this Lease means posting a deposit equal to three (3)
months rent, including all other charges payable by Tenant hereunder, such as
the amounts payable pursuant to Section 4 hereof, and, in the case of an
assignee, assuring Landlord that the assignee is financially capable of
assuming this Lease, and that its use of the Leased Premises will not be
detrimental to any other tenants in the Building or Landlord. In a
reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee
must assume this Lease or assign it within one hundred twenty (120) days from
the filing of the proceeding, or the debtor or trustee shall be deemed to have
rejected and terminated this Lease.
22. Remedies.
If any of the Events of Default shall occur, then Landlord shall have
the following remedies:
A. Landlord at any time after the Event of Default, at
Landlord's option, may give to Tenant five (5) business days notice of
termination of this Lease, and in the event such notice is given, this
Lease shall come to an end and expire (whether or not the Term shall
have commenced) upon the expiration of such five (5) business days,
but Tenant shall remain liable for damages as provided in Section 23
hereof.
B. Either with or without terminating this Lease,
Landlord may immediately or at any time after the Event of Default or
after the date upon which this Lease shall expire, reenter the Leased
Premises pursuant to the order of a court of competent jurisdiction or
any part thereof, without notice, either by summary proceedings or by
any other applicable action or proceeding, and may repossess the
Leased Premises and remove any and all of Tenant's property and
effects from the Leased Premises.
C. Either with or without terminating this Lease,
Landlord may relet the whole or any part of the Leased Premises from
time to time, either in the name of Landlord or otherwise, to such
tenant or tenants, for such term or terms ending before, on or after
the Termination Date, at such rental or rentals and upon such other
conditions, which may include concessions and free rent periods, as
Landlord, in its reasonable discretion, may determine. In the event
of any such reletting, Landlord shall not be liable for the failure to
collect any rental due upon any such reletting, and no such failure
shall operate to relieve Tenant of any liability under this Lease or
otherwise to affect any such liability; and Landlord may make such
repairs, replacements, alterations, additions, improvements,
decorations and other physical changes in and to the Leased Premises
as Landlord, in its sole discretion, considers advisable or necessary
in connection with any such reletting or
- 17 -
18
proposed reletting, without relieving Tenant of any liability under
this Lease or otherwise affecting such liability. Landlord agrees to
take reasonable steps to attempt to relet the Leased Premises and to
otherwise mitigate its damages.
D. Landlord shall have the right to recover the rental
and all other amounts payable by Tenant hereunder as they become due
(unless and until Landlord has terminated this Lease) and all other
damages incurred by Landlord as a result of an Event of Default as
awarded by a court of competent jurisdiction.
E. The remedies provided for in this Lease are in
addition to any other remedies available to Landlord at law or in
equity by statute or otherwise. No remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other remedy
herein or by law provided, but each shall be cumulative and shall be
in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity.
23. Termination upon Default.
23.1 Upon termination of this Lease by Landlord pursuant to Section
22 hereof, Landlord shall be entitled to recover from Tenant the aggregate of
(A) the "worth at the time of award" of the unpaid rental which had been earned
at the time of termination; (B) the "worth at the time of award" of the amount
by which the unpaid rental which would have been earned after termination until
the time of award exceeds the then reasonable rental value of the Leased
Premises during such period; and (C) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to
perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom. The "worth at the time of award"
of the amounts referred to in clauses (A) and (B) above is computed from the
date such rent was due or would have been due, as the case may be, by allowing
interest at the rate of two percent (2%) in excess of the prime rate of
Comerica Bank or, if a higher rate is legally permissible, at the highest rate
legally permitted.
24. Landlord's Right to Cure Defaults.
All covenants, terms and conditions to be performed by Tenant under
any of the terms of this Lease shall be at its sole cost and expense and
without any abatement of rent. If Tenant shall fail to pay any sum of money,
other than Basic Annual Rent, required to be paid by it hereunder or shall fail
to perform any other act on its part to be performed hereunder and such failure
shall continue for thirty (30) days after notice thereof by Landlord, Landlord
may, but shall not be obligated so to do, and without waiving or releasing
Tenant from any obligations of Tenant, make any such payment or perform any
such other act on Tenant's part to be made or performed as in this Lease
provided. All sums so paid by Landlord and all necessary incidental costs paid
by Landlord shall be deemed additional rental hereunder and shall be payable to
Landlord within thirty (30) days after demand therefor, and Landlord shall have
(in addition to any other right or remedy of Landlord) the same rights and
remedies in the event of the nonpayment thereof by Tenant as in the case of
default by Tenant in the payment of Basic Annual Rent. Furthermore, all
amounts expended by Landlord hereunder shall bear interest from the date
expended until the entire amount is paid at the rate of two percent (2%) in
excess of the Prime Rate of Comerica Bank (the "Default Rate").
25. Attorneys' Fees.
25.1 If as a result of any breach or default in the performance of
any of the provisions of this Lease, either party uses the services of an
attorney in order to secure compliance with such provisions or recover damages
therefor, or to terminate this Lease or cause an eviction, the prevailing
party shall reimburse the non-prevailing party upon demand for any and all
reasonable attorneys' fees and expenses so incurred within thirty (30) days
after demand therefor, together with interest thereon from the date of demand
at the Default Rate.
- 18 -
19
26. Holding Over.
26.1 It is hereby agreed that in the event of Tenant holding over
after the termination of this Lease, thereafter the tenancy shall be from month
to month in the absence of a written agreement to the contrary, and Tenant
shall pay to Landlord a monthly occupancy charge equal to one hundred twenty
percent (120%) of the monthly rental specified in Section 1(G) Basic Lease
Provisions (plus all other charges payable by Tenant under this Lease) for each
month from the expiration or such illegal occupancy shall survive.
27. Entire Agreement.
27.1 This Lease (including the Exhibits which are attached to and a
part thereof) and the Sublease sets forth all of the covenants, promises,
agreements, conditions and understandings between Landlord and Tenant
concerning the Leased Premises, and Landlord and Tenant respectively
acknowledge that there are no covenants, promises, agreements, representations,
inducements, conditions or understandings, whether oral or written, between
Landlord and Tenant other than as are herein set forth. No alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless in a written agreement signed by both parties.
28. Broker.
Landlord and Tenant each warrant and represent to each other that they
have not dealt with any real estate broker or agent in connection with this
Lease or its negotiation. Landlord and Tenant shall each indemnify and hold
the other harmless from any cost, expense or liability (including costs of suit
and reasonable attorneys' fees) for any compensation, commission or fees
claimed by any real estate broker or agent in connection with this Lease or its
negotiation by reason of any act of the indemnifying party to this Lease.
29. Notices.
29.1 Any notice, demand, request, or other instrument which may be
or is required to be given under this Lease shall be sent by United States
certified mail, return receipt requested, postage prepaid and shall be
addressed (a) if to Landlord, 0000 Xxxx Xxx Xxxxxx Xxxx, Xxxx, Xxxxxxxx 00000,
Attention: Xxxxxxx Xxxxx, or to such other address as Landlord may designate
from time to time by written notice, and (b) if to Tenant, 0000 Xxxx Xxx Xxxxxx
Xxxx, Xxxx, Xxxxxxxx 00000, Attention: President or Group Vice President/Chief
Financial Officer.
30. Merger.
30.1 The voluntary or other surrender of this Lease by Tenant, or a
mutual cancellation hereof, shall not work a merger, and shall, at the option
of Landlord, terminate all or any existing Leases or subtenancies, or may, at
the option of Landlord, operate as an assignment to it of any or all such
Leases or subtenancies.
31. Estoppel Certificate.
31.1 At any time and from time to time upon ten (10) business days
prior request by Landlord, Tenant will promptly execute, acknowledge and
deliver to Landlord, a certificate indicating (a) that this Lease is unmodified
and in full force and effect (or, if there have been modifications, that this
Lease is in full force and effect, as modified, and stating the date and nature
of each modification), (b) the date, if any, to which rental and other sums
payable hereunder have been paid, (c) that no notice has been received by
Tenant of any default which has not been cured, except as to defaults specified
in said certificate, and (d) such other matters as may be reasonably requested
by Landlord. Any such certificate may be relied upon by any prospective
purchaser, mortgagee or beneficiary under any deed of trust of the Property or
any part thereof.
31.2 At any time and from time to time upon ten (10) business days
prior request by Tenant, Landlord will promptly execute, acknowledge and
deliver to Tenant, a certificate indicating (a) that this Lease is unmodified
and in full force and effect (or, if there have been
- 19 -
20
modifications, that this Lease is in full force and effect, as modified, and
stating the date and nature of each modification), (b) the date, if any, to
which rental and other sums payable hereunder have been paid, (c) that no
notice has been received by Landlord of any default which has not been cured,
except as to defaults specified in said certificate, and (d) such other matters
as may be reasonably requested by Tenant.
32. Taxes on Tenant's Personalty.
32.1 Tenant shall pay all ad valorem and similar taxes or
assessments levied upon or applicable to all equipment, fixtures, furniture and
similar property placed by Tenant in the Leased Premises including
installations which are or become the property of Landlord, and all license and
other fees or charges imposed on the business, furniture, and similar property
placed by Tenant in the Leased Premises and all license and other fees or
charges imposed on Tenant's business.
33. Surrender.
33.1 If Tenant shall surrender the Leased Premises, or be disposed
by process of law or otherwise, any personal property belonging to Tenant and
left on the Leased Premises shall be deemed to be abandoned, or, at the option
of Landlord, may be removed by Landlord at Tenant's expense using due process
of law.
34. Corporate Authority.
34.1 Each of the persons executing this Lease on behalf of Tenant
does hereby covenant and warrant that Tenant is a fully authorized and existing
corporation, that Tenant has and is qualified to do business in Michigan, that
the corporation has full right and authority to enter into this Lease, and that
each and all of the persons signing on behalf of the corporation are authorized
to do so. Each of the persons executing this Lease on behalf of Landlord does
hereby covenant and warrant that Landlord is a fully authorized and existing
limited partnership, that Landlord is qualified to do business in Michigan, and
that the partnership has full right and authority to enter into this Lease, and
that each and all of the persons signing on behalf of the partnership are
authorized to do so.
35. Miscellaneous.
35.1 Submission of this Lease for examination or signature by
Tenant does not constitute a reservation of or option for the Leased Premises,
and it is not effective as a lease or otherwise until execution and delivery by
both Landlord and Tenant.
35.2 The agreements, conditions and provisions herein contained
shall, subject to the provisions as to assignment set forth in this Lease,
apply to and bind the successors and permitted assigns of the parties hereto.
35.3 If any provisions of this Lease shall be determined to be
illegal or unenforceable, such determination shall not affect any other
provisions of this Lease and all such other provisions shall remain in full
force and effect.
35.4 This Lease shall be governed by and construed pursuant to the
laws of the State of Michigan.
35.5 Neither Tenant nor its partners, employees, or agents shall,
by virtue of its activities or otherwise, discharge, release, generate, treat,
store, dispose of or deposit in or under the Leased Premises, or the Building,
or the Common Areas servicing same, or permit to be discharged, released,
generated, treated, stored, disposed of or deposited in, on or under the Leased
Premises, the Building, or the common areas servicing same during the term
hereof any Hazardous Materials (as hereinafter defined) regulated by any
environmental law. Tenant agrees to indemnify and hold Landlord, its officers,
directors, shareholders, employees and assigns harmless from and against any
and all claims, liabilities, damages, costs and expenses (including reasonable
attorneys' fees) incurred by Landlord relating to or arising as a result of
Tenant's
- 20 -
21
breach of this representation and warranty or use or operation of the Leased
Premises, including without limitation, clean-up costs and future response
costs under CERCLA (as hereinafter defined). Landlord shall indemnify and hold
Tenant harmless from and against any claims, liabilities, damages, costs and
expenses (including reasonable attorneys' fees) incurred by Tenant as a result
of the violation of any Environmental Laws resulting solely from (i) the acts
of Landlord, its employees, or agents or (ii) the acts of other tenants of the
Building to the extent Landlord is indemnified by such tenants. Landlord shall
use its best efforts to obtain such right of indemnification from all future
tenants of the Building in other than the Leased Premises.
As used in this Section 35.5, the following terms shall have
the following meanings:
(i) "Hazardous Materials" shall mean any "toxic or
hazardous substance," asbestos, urea formaldehyde
insulation, PCB's, radioactive materials, flammable
explosives, or any other hazardous or contaminated
substance which is prohibited, limited, or regulated
by any Environmental Law; and
(ii) "Environmental Law" shall mean the Comprehensive
Environmental Response Compensation and Liability Act
("CERCLA") or any other applicable federal, state, or
local statutes, regulations, or ordinances.
36. Tenant's Right to Reduce Size of Leased Premises.
Notwithstanding anything contained herein to the contrary, on
June 1, 1996, Tenant shall have the right to reduce the size of the Leased
Premises by up to 4,772 square feet by vacating any portion of the Leased
Premises which is adjacent to the HFHS space and/or the HFIAP space by giving
nine (9) months prior written notice thereof to Landlord on or before September
1, 1995 which notice shall (i) designate the size of such reduction; (ii)
include a floor plan indicating space to be vacated; and (iii) indicate the
date upon which such space will be vacated ("Landlord's Notice"). The location
of such space shall be adjacent to the HFHS space or HFIAP space and an
exterior wall of the Building, and shall be contiguous, leasable space. If,
prior to October 1, 1995, Landlord receives a bona fide third party offer to
lease any of the space adjacent to the HFHS space or the HFIAP space, Landlord
may accelerate the Tenant's exercise of its right to reduce its space to thirty
(30) days from the date on which Landlord notifies Tenant of a bona fide third
party offer for the space to be vacated. Upon receipt of such notice, Tenant
may retain the space by notifying Landlord of its waiver of its right to reduce
the size of the Leased Premises. If Tenant fails to notify Landlord of its
waiver of its right to reduce the size of the Leased Premises, Tenant shall be
deemed to have reduced the size of the Leased Premises and shall immediately
vacate the space designated by Landlord within thirty (30) days of receipt of
Landlord's Notice. Upon any reduction in the size of the Leased Premises
pursuant to this Section 36, Tenant shall be entitled to a pro rata reduction
(based on square footage) in Basic Annual Rent as a result of such reduction in
the size of the Leased Premises. If Tenant exercises its right to reduce the
space and Landlord has not accelerated, any available remaining Landlord's
improvement allowances will be reduced on a pro rata basis ($7.97 per square
foot and 1.59 per square foot, respectively, multiplied by the square footage
of the vacated premises), and Tenant will reimburse Landlord for any Tenant
improvement allowance already paid pursuant to Section 7.1 in excess of the
amount payable after the reduction. Tenant will also pay the costs incurred in
physically separating the vacated space as separate leasable space to a new
tenant. If Tenant's space reduction occurs pursuant to an acceleration by
Landlord, the allowances will be reduced as provided above and Tenant will
reimburse Landlord for excess Tenant improvement allowances previously paid
pursuant to Section 7.1 but Landlord will be responsible for costs incurred in
physically separating the vacated space as separate leasable space. In the
event the size of the Leased Premises is reduced as provided above, Tenant's
Proportionate Share shall be recalculated and shall be equal to the percentage
obtained by multiplying 100 by a fraction, the numerator of which shall be the
new actual square footage of the Leased Premises and the denominator of which
shall be the total rentable square footage of the Building.
- 21 -
22
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease
as of the day and year first above written.
LANDLORD:
1500 LIMITED PARTNERSHIP,
A MICHIGAN LIMITED PARTNERSHIP
By: RUDGATE CORP., a Michigan
corporation, its general partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx, Treasurer
TENANT:
XXXXX CORPORATION, A MICHIGAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Its: President
------------------------------------
EXHIBITS A - Legal Description of Property
B - Depiction of Area of Leased Premises
C - Landlord's Insurance
- 22 -
23
DESCRIPTION OF PREMISES
All that certain parcel of land located in the City of Xxxx, County of Oakland
and State of Michigan, comprised of such parcels of land, described as follows:
LEGAL DESCRIPTION PARCEL X
Part of the Southeast 1/4 of Section 20, T.2N., R.11E., City of Xxxx, Oakland
County, Michigan, being more particularly described as follows: Beginning at a
point which is Xxx Xxxx, along the South line of Section 20, 297.00 feet, and N
00 degrees 44'29"E 102.01 feet from the Southeast corner of Section 20, T.2N.,
R.11E.; thence Xxx Xxxx, along the 102 foot Right-of-Way line, 433.76 feet;
thence N 00 degrees 02'02"E 348.00 feet; thence Due East 439.99 feet; thence S
00 degrees 59'17"W 250.06 feet; thence Xxx Xxxx 0.86 feet; thence S 00 degrees
44'29" W 97.99 feet to the point of beginning. (152,047 square feet - 3.490
acres).
* Subject to any easements of record.
LEGAL DESCRIPTION PARCEL Y
Part of the Southeast 1/4 of Section 20, T.2N., R.11E., City of Xxxx, Oakland
County, Michigan, being more particularly described as follows: Beginning at a
point which is Xxx Xxxx, along the South line of Section 20, 297.00 feet, and N
00 degrees 44'29"E 200.00 feet and Due East 0.86 feet, and N 00 degrees 59'17"E
250.06 feet from the Southeast corner of Section 20, T.2N., R.11E., thence Xxx
Xxxx 439.99 feet; thence N 00 degrees 02'02"E 354.62 feet; thence S 89 degrees
00'06"E 451.98 feet; thence S 00 degrees 44'29"W 273.08 feet; thence S 89
degrees 56'47"W 7.33 feet; thence S 00 degrees 59'17"W 73.70 feet to the point
of beginning. (157,186 square feet - 3.609 acres).
* Subject to any easements of record.
LEGAL DESCRIPTION PARCEL Z
Part of the Southeast 1/4 of Section 20, T.2N., R.11E., City of Xxxx, Oakland
County, Michigan, being more particularly described as follows: Beginning at
a point which is Xxx Xxxx, along the South line of Section 20, 297.00 feet, and
N 00 degrees 44'29"E 200.00 feet, and Due East 0.86 feet and N 00 degrees
59'17"E 323.76 feet and N 89 degrees 56'47"E 7.33 feet and N 00 degrees 44'29"E
89.00 feet from the Southeast corner of Section 20, T.2N., R.11E.,; thence N 00
degrees 44'29"E 105.08 feet thence S 89 degrees 00'06"E 287.40 feet; thence S
00 degrees 44'25"W along the East line of Section 20, 179.80 feet; thence S 89
degrees 56'47"W 287.42 feet to the point of beginning. (52,431 square feet -
1.204 acres)
* Subject to the rights of the public in any portion of the above property
deeded or used for Crooks Road, and subject to any easements of record.
SCHEDULE "A"
24
Exhibit B
---------
Depiction of Area of Leased
Premises
(Floorplan)
25
EXHIBIT C
[FIREMAN'S FUND LOGO]
Declarations SUPERCOVER(R) UMBRELLA AND EXCESS LIABILITY POLICY
================================================================================
POLICY NUMBER: XOK-000-3178-1032 FIREMAN'S FUND INSURANCE COMPANIES
POLICY PERIOD: FROM 05/01/93 TO 05/01/94 Coverage is provided
(12:01 A.M. Standard time at the address in the following
of the Named Insured as stated herein) company, a stock company.
18 THE AMERICAN INSURANCE COMPANY
NAMED INSURED AND MAILING ADDRESS:
1500 LIMITED PARTNERSHIP
0000 XXXX XXX XXXXXX XXXX
XXXX, XX 00000
================================================================================
In return for the payment of the premium, and subject to all the terms of this
policy, we agree with you to provide the insurance as stated in this policy.
--------------------------------------------------------------------------------
LIMITS OF INSURANCE
$10,000,000 Each Occurrence $10,000,000 Aggregate
--------------------------------------------------------------------------------
PREMIUM
--------------------------------------------------------------------------------
Basis of premium: Flat charge
--------------------------------------------------------------------------------
Advance Premium: $3,500 Annual Minimum Premium: $3,500
--------------------------------------------------------------------------------
SCHEDULE OF PRIMARY INSURANCE
This schedule is described within Form No. 178199-1-86 which forms a part of
this policy's declarations.
--------------------------------------------------------------------------------
Endorsements attached to and forming a part of this policy at inception:
178022 01 86 178194 07 91
178028 01 86 178200 09 90
178079 01 86
178155 05 90
178190 12 89
--------------------------------------------------------------------------------
Date of Issue: Countersignature of Authorized Agent:
05/12/1993 /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------------------------------------------
This declarations page is issued in conjunction with and forms a part of Policy
Form 5196 09-87.
26
===============================================================================
178199-1-86S SCHEDULE OF PRIMARY INSURANCE
The schedule of Primary Insurance is completed to read as follows:
-------------------------------------------------------------------------------
ITEM 1
COMMERCIAL GENERAL LIABILITY
Company: Reliance Insurance Company
Policy No: To Be Identified
Expiration Date: 05/01/1994
LIMITS OF LIABILITY
-------------------
General Aggregate Limit
(Other Than Products-Completed Operations) $2,000,000
Products-Completed Operations Aggregate Limit $1,000,000
Personal & Advertising Injury Limit $1,000,000
Each Occurrence Limit $1,000,000
-------------------------------------------------------------------------------
ITEM 2
AUTOMOBILE LIABILITY
Company: Reliance Insurance Company
Policy No: To Be Identified
Expiration Date: 05/01/1994
LIMITS OF LIABILITY
-------------------
Bodily Injury and Property Damage
Combined Single Limit $1,000,000 Any One Accident
Hired & Non-Owned Only
===============================================================================
27
COMMON POLICY DECLARATIONS
[LOGO] RELIANCE
United Pacific Insurance Company
Philadelphia, PA RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
--------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
--------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
--------------------------------------------------------------------------------
NAME OF INSURED AND ADDRESS AGENCY NAME AND ADDRESS
--------------------------------------------------------------------------------
1500 LIMITED PARTNERSHIP XXXXXXX-XXXX INC
0000 X. XXX XXXXXX XXXX 00000 XXXXXXXXX XX XXX 0000
XXXX, XX XXXXXXXXXX, XX
00000 48025
POLICY PERIOD: FROM 12:01 A.M. STANDARD TIME ON THE DATE SHOWN ABOVE AT
YOUR MAILING ADDRESS SHOWN ABOVE.
FORM OF BUSINESS: / / INDIVIDUAL / X / PARTNERSHIP / / JOINT VENTURE
/ / CORPORATION / / OTHER:
==========================================================================
IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF
THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS
POLICY.
==========================================================================
THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM
IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT.
DEPOSIT
COVERAGE PART SEE FORM PREMIUM
----------------------------------------------------------------------
COMMERCIAL PROPERTY CPBI 70 00 10 91 SP $ 4,061.
COMMERCIAL INLAND MARINE CMQI 70 00 04 90 $
COMMERCIAL GENERAL LIABILITY CGQI 70 01 02 86 $ 4,236.
COMMERCIAL CRIME CRQI 70 00 11 85 $
COMMERCIAL AUTO CABI 00 02 06 92 $ 161.
WORKERS' COMPENSATION XX 00 00 00 X 11 88 $
$
----------------------------------------------------------------------
TOTAL $ 8,448.
PREMIUM IS PAYABLE: $ 8,448. AT INCEPTION
FORMS APPLICABLE TO ALL COVERAGE PARTS EXCEPT AS REFERENCED IN THE FORM:
ILQP 00 17 07 88 COMMON POLICY CONDITIONS
ILBP 83 01 11 88 UP IN WITNESS
IL 02 86 12 90 MICHIGAN CHANGES - CANCELLATION AND NONRENEWAL
COUNTERSIGNED 5-24-93 BY /s/ Xxxxxx X. Xxxxxxx
-------------- -----------------------------
(DATE) (AUTHORIZED REPRESENTATIVE)
28
COMMERCIAL PROPERTY COVERAGE PART-
DECLARATIONS
[LOGO] RELIANCE
United Pacific Insurance Company
Philadelphia, PA RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
--------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
--------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
--------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
DEDUCTIBLE: PER OCCURRENCE: $ 1,000
ANNUAL ACCUMULATION: $ NOT APPLICABLE
================================================================================
CAUSE OF LOSS FORM: SPECIAL
================================================================================
FOR INFORMATION APPLICABLE TO SPECIFIC LOCATIONS SEE THE LOCATION
DECLARATIONS CPBI 7001. UNLESS OTHERWISE SPECIFIED ON THE
LOCATION DECLARATIONS, THE FOLLOWING APPLIES TO ALL LOCATIONS:
================================================================================
PERSONAL PROPERTY
BUILDING ( ) EXCLUDES PERSONAL
PROPERTY OF OTHERS
--------------------------------------------------------------------------------
VALUATION: ( ) ACTUAL CASH VALUE ( ) ACTUAL CASH VALUE
(X) REPLACEMENT COST ( ) REPLACEMENT COST
--------------------------------------------------------------------------------
AGREED VALUE
EXPIRATION DATE: 05/01/94 --/--/--
--------------------------------------------------------------------------------
COINSURANCE: 90% -----
--------------------------------------------------------------------------------
INFLATION GUARD: ----- -----
================================================================================
(--) BLANKET INSURANCE LIMIT OF INSURANCE
BLANKET BUILDING $ -------------
BLANKET PERSONAL PROPERTY $ -------------
BLANKET BUILDING AND PERSONAL PROPERTY $ -------------
BLANKET LOCATION $ -------------
================================================================================
FOR ADDITIONAL BUILDING AND PERSONAL PROPERTY COVERAGES SEE
DECLARATIONS EXTENSION (PAGES 2 AND 3 OF THIS FORM).
================================================================================
FORMS AND ENDORSEMENTS INDICATED BY AN (X) BELOW FORM A PART OF THIS COVERAGE
PART AT ISSUANCE:
(X) CPBP 10 30 10 91 BUILDING AND PERSONAL PROPERTY COVERAGE FORM
CAUSE OF LOSS - SPECIAL FORM
(X) CPBI 70 01 10 91 COMMERCIAL PROPERTY COVERAGE PART - LOCATION
DECLARATIONS
(X) CPBI 70 30 10 91 COMMERCIAL PROPERTY COVERAGE PART - BUSINESS INCOME
DECLARATIONS
( ) CPBI 70 50 10 91 COMMERCIAL PROPERTY COVERAGE PART - EXTRA EXPENSE
DECLARATIONS
(X) CPBP 00 30 10 91 BUSINESS INCOME COVERAGE FORM AND EXTRA EXPENSE
COVERAGE FORM
(X) CPBI 70 02 10 91 COMMERCIAL PROPERTY COVERAGE PART - FORMS LIST
( ) ---- -- -- -- --
CPBI 70 00 10 91 SP 05/05/93 PAGE 1 OF 3
29
[LOGO] RELIANCE
United Pacific Insurance Company
Philadelphia, PA
DECLARATIONS EXTENSION - ADDITIONAL
BUILDING AND PERSONAL PROPERTY COVERAGES
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
--------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
--------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
--------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
THIS COVERAGE PART PROVIDES ONLY THOSE ADDITIONAL COVERAGES FOR WHICH AN
AMOUNT OR THE WORD 'INCLUDED' IS SHOWN FOR THE 'LIMIT OF INSURANCE' COLUMN
BELOW. IF THE WORDS 'NOT COVERED' ARE SHOWN FOR THE 'LIMIT OF INSURANCE'
COLUMN, THE ADDITIONAL COVERAGE DOES NOT APPLY.
TO DETERMINE HOW THE LIMITS OF INSURANCE APPLY, REFER TO ADDITIONAL BUILDING
AND PERSONAL PROPERTY COVERAGES AND LOSS CONDITIONS IN THIS COVERAGE PART.
FOR LIMITATIONS OR CHANGES, IF ANY, REFER TO THE 'LIMITATIONS OR CHANGES'
COLUMN BELOW AND TO ANY CHANGE ENDORSEMENT SHOWN.
================================================================================
SCHEDULE OF ADDITIONAL BUILDING AND PERSONAL PROPERTY COVERAGES
--------------------------------------------------------------------------------
ADDITIONAL COVERAGE LIMIT OF LIMITATIONS OR CHANGES
INSURANCE IF ANY:
--------------------------------------------------------------------------------
DEBRIS REMOVAL..................... INCLUDED ----------------------------
POLLUTANT CLEAN UP AND REMOVAL..... _____10,000 ----------------------------
PRESERVATION OF PROPERTY........... INCLUDED ----------------------------
FIRE DEPARTMENT SERVICE CHARGES.... INCLUDED ----------------------------
NEWLY ACQUIRED PROPERTY............ __1,000,000 ----------------------------
NEWLY ACQUIRED PERSONAL PROPERTY.. ____500,000 ----------------------------
BUILDING PROPERTY OFF PREMISES..... _____10,000 ----------------------------
BROADENED BUILDING................. INCLUDED ----------------------------
ARCHITECT FEES..................... INCLUDED ----------------------------
PAVED SURFACES..................... INCLUDED ----------------------------
BUILDING OWNER..................... INCLUDED ----------------------------
GLASS.............................. INCLUDED ----------------------------
LAWNS, TREES, SHRUBS AND PLANTS.... ______2,000 ----------------------------
RECHARGING......................... INCLUDED ----------------------------
DETACHED OUTDOOR SIGNS............. _____10,000 ----------------------------
INCIDENTAL LOCATIONS............... _____10,000 ----------------------------
PERSONAL EFFECTS................... _____10,000 ----------------------------
TRANSIT............................ ______5,000 ----------------------------
BRANDS AND LABELS.................. INCLUDED ----------------------------
WATER DAMAGE REPAIRS............... INCLUDED ----------------------------
ARSON REWARD....................... ______5,000 ----------------------------
CRIME REWARD....................... ______1,500 ----------------------------
CHANGES IN TEMPERATURE............. _____25,000 ----------------------------
VALUABLE PAPERS.................... _____25,000 ----------------------------
ACCOUNTS RECEIVABLE................ _____25,000 ----------------------------
JEWELRY AND WATCHES................ ______2,500 ----------------------------
FUR AND FUR GARMENTS............... ______2,500 ----------------------------
PATTERNS, DIES AND MOLDS........... INCLUDED ----------------------------
EXTRA EXPENSE...................... _____20,000 ----------------------------
WATER BACKUP....................... INCLUDED ----------------------------
CPBI 70 00 10 91 SP 05/05/93 PAGE 2 OF 3
30
DECLARATIONS EXTENSION - ADDITIONAL
BUILDING AND PERSONAL PROPERTY COVERAGES
[LOGO] RELIANCE RENEWAL POLICY
United Pacific Insurance Company **EFFECTIVE 05/01/93
Philadelphia, PA RENEWAL OF POLICY QB 8509449
--------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
--------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
--------------------------------------------------------------------------------
NAME INSURED: 1500 LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
SCHEDULE OF ADDITIONAL BUILDING AND PERSONAL PROPERTY COVERAGES CONTINUED
--------------------------------------------------------------------------
ADDITIONAL COVERAGE LIMIT OF LIMITATIONS OR CHANGES
INSURANCE IF ANY:
--------------------------------------------------------------------------
MONEY AND SECURITIES .......... ______5,000
MEDIA ......................... _____25,000 ---------------------------
FINE ARTS .................... _____25,000
BREAKAGE FOR FINE ARTS ...... NOT COVERED
INVENTORY OR APPRAISAL COST ... _____10,000
LOSS ADJUSTMENT ............... INCLUDED ---------------------------
ORDINANCE OR LAW
COVERAGE A ................... NOT COVERED ---------------------------
COVERAGE B ................... NOT COVERED ---------------------------
COVERAGE C ................... NOT COVERED ---------------------------
OFF PREMISES SERVICES
(DIRECT DAMAGE)............... NOT COVERED ---------------------------
==========================================================================
CPBI 70 00 10 91 SP 05/05/93 PAGE 3 OF 3
31
COMMERCIAL PROPERTY COVERAGE PART
SUPPLEMENTAL DECLARATIONS PAGE
[LOGO] RELIANCE
UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
--------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
--------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
--------------------------------------------------------------------------------
NAMED INSURED: 1500-LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
PREMISES NO.: 001 BUILDING NO.: 01
0000 X. XXX XXXXXX
XXXX, XX 00000
OCCUPANCY: OFFICE
PROTECTIVE SAFEGUARDS:
================================================================================
IF NO ENTRY IS SHOWN FOR A COVERAGE PROVISION BELOW OR
ON THE COMMERCIAL PROPERTY COVERAGE PART DECLARATIONS CPBI 7000,
THE COVERAGE PROVISION DOES NOT APPLY.
================================================================================
BUILDING PERSONAL PROPERTY
--------------------------------------------------------------------------------
LIMIT OF $7,000,000. $
INSURANCE: ( ) EXCLUDES PERSONAL
PROPERTY OF OTHERS
--------------------------------------------------------------------------------
VALUATION: ( ) ACTUAL CASH VALUE ( ) ACTUAL CASH VALUE
( ) REPLACEMENT COST ( ) REPLACEMENT COST
-------------------------------------------------------------------------------
AGREED VALUE
EXPIRATION DATE: -- / -- / -- -- / -- / --
-------------------------------------------------------------------------------
COINSURANCE:
-------------------------------------------------------------------------------
INFLATION GUARD:
===============================================================================
EXTRA EXPENSE -- LIMIT OF INSURANCE: $
( ) PERIOD OF RESTORATION LIMITATION: % % %
-------------------------------------------------------------------------------
BUSINESS INCOME -- LIMIT OF INSURANCE: $ 875,000.
( ) WITH EXTRA ( ) COINSURANCE FORM --
EXPENSE ( ) MONTHLY LIMIT FORM -- MONTHLY LIMIT:
( ) WITH RENTAL ( ) AGREED VALUE FORM
VALUE
===============================================================================
RENTAL VALUE LIMIT OF INSURANCE: $
( ) WITH EXTRA ( ) COINSURANCE FORM --
EXPENSE ( ) MONTHLY LIMIT FORM -- MONTHLY LIMIT:
( ) AGREED VALUE FORM -----------------------------------
===============================================================================
( ) TENTATIVE RATE ----------------------------------------------------------
===============================================================================
THE FOLLOWING PREMISES SPECIFIC ENDORSEMENTS APPLY TO THIS PREMISES AND
BUILDING NUMBER:
CPBI 70 01 10 91 05/05/93
32
COMMERCIAL PROPERTY COVERAGE PART --
BUSINESS INCOME DECLARATIONS
[LOGO] RELIANCE
UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
---------------------------------------------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
---------------------------------------------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
---------------------------------------------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
---------------------------------------------------------------------------------------------------------------------
FOR INFORMATION APPLICABLE TO SPECIFIC LOCATIONS SEE THE LOCATION
DECLARATIONS CPBI 7001. UNLESS OTHERWISE SPECIFIED ON THE
LOCATION DECLARATIONS OR THE CHANGE ENDORSEMENT (IF ANY) SHOWN
BELOW, THE FOLLOWING APPLIES TO ALL LOCATIONS:
===============================================================================================================
BUSINESS INCOME : BUSINESS INCOME : RENTAL VALUE :
COVERAGE OPTIONS: : ( ) WITH EXTRA EXPENSE : ( ) WITH EXTRA EXPENSE :
: ( ) WITH RENTAL VALUE : :
---------------------------------------------------------------------------------------------------------------
COINSURANCE: : 100% : ---- :
---------------------------------------------------------------------------------------------------------------
MONTHLY LIMIT: : --- : --- :
---------------------------------------------------------------------------------------------------------------
AGREED VALUE : -- / -- / -- : -- / -- / -- :
---------------------------------------------------------------------------------------------------------------
( - ) BLANKET INSURANCE:
LIMIT OF INSURANCE: : $ ----------- : $ ----------- :
===============================================================================================================
SCHEDULE OF ADDITIONAL COVERAGES FOR BUSINESS INCOME OR RENTAL VALUE
===============================================================================================================
THIS COVERAGE PART PROVIDES ONLY THOSE ADDITIONAL COVERAGES FOR WHICH AN
AMOUNT OR THE WORD "INCLUDED" IS SHOWN FOR THE "LIMIT OF INSURANCE" COLUMN
BELOW. IF THE WORDS "NOT COVERED" ARE SHOWN IN THE "LIMIT OF INSURANCE"
COLUMN, THE ADDITIONAL COVERAGE DOES NOT APPLY.
TO DETERMINE HOW THE LIMITS OF INSURANCE APPLY, REFER TO ADDITIONAL
COVERAGES AND LOSS CONDITIONS IN THIS COVERAGE PART.
FOR LIMITATIONS OR CHANGES, IF ANY, REFER TO THE "LIMITATIONS OR CHANGES"
COLUMN BELOW AND TO ANY CHANGE ENDORSEMENT SHOWN.
---------------------------------------------------------------------------------------------------------------
: LIMIT OF : LIMITATIONS OR CHANGES :
ADDITIONAL COVERAGE : INSURANCE : IF ANY: :
---------------------------------------------------------------------------------------------------------------
EXPENSES TO REDUCE LOSS.......................: INCLUDED : -------------------------------------- :
CIVIL AUTHORITY...............................: INCLUDED : -------------------------------------- :
ALTERATIONS AND NEW BUILDINGS.................: INCLUDED : -------------------------------------- :
NEWLY ACQUIRED PROPERTY.......................: _____ 25,000 : -------------------------------------- :
EXTENDED PERIOD OF INDEMNITY..................: INCLUDED : 30 DAYS------------------------------- :
DEPENDENT BUSINESS PROPERTY...................: _____ 10,000 : -------------------------------------- :
LOSS ADJUSTMENT...............................: INCLUDED : -------------------------------------- :
ORDINARY PAYROLL LIMITATION...................: NOT COVERED : -------------------------------------- :
OFF PREMISES SERVICES.........................: NOT COVERED : -------------------------------------- :
ORDINANCE OR LAW..............................: NOT COVERED : -------------------------------------- :
ELECTRONIC MEDIA..............................: INCLUDED : 60 DAYS------------------------------- :
-------------------------------------------------------------------------------
CPBI 70 30 10 91 05/05/93 PAGE 1 OF 1
33
COMMERCIAL PROPERTY COVERAGE PART-
FORMS LIST
[LOGO] RELIANCE
United Pacific Insurance Company
Philadelphia, PA RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
-------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
-------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
-------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
THIS ENDORSEMENT PROVIDES SUPPLEMENTARY INFORMATION TO BE USED WITH THE
FOLLOWING:
COMMERCIAL PROPERTY COVERAGE PART.
THE FORMS INDICATED BY AN (X) BELOW FORM A PART OF THIS COVERAGE PART AT
ISSUANCE:
(X) CPBI 70 03 11 85 SCHEDULE OF MORTGAGEES AND LOSS PAYEES
( ) CPQI 70 15 11 85 GLASS COVERAGE FORM DECLARATIONS
( ) CPBP 00 15 10 91 GLASS COVERAGE FORM
( ) CPQI 77 00 11 85 GLASS CHANGES
( ) CPBP 13 10 10 91 VALUE REPORTING FORM
( ) CPBI 77 03 10 91 BASIC CAUSE OF LOSS ENDORSEMENT
IN ADDITION, THE FOLLOWING, IF ANY, FORM A PART OF THIS COVERAGE PART AT
ISSUANCE:
CPBP 81 02 10 91 MI MICHIGAN CHANGES
IL 01 55 10 92 MICHIGAN CHANGES
IL 00 20 11 85 EFFECTIVE TIME CHANGES
CPBI 70 02 10 91 05/05/93
34
SCHEDULE OF MORTGAGEES AND LOSS PAYEES
[LOGO] RELIANCE
United Pacific Insurance Company
Philadelphia, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
--------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
--------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
-------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
THIS ENDORSEMENT PROVIDES SUPPLEMENTARY INFORMATION TO BE USED WITH THE
FOLLOWING:
BUILDING AND PERSONAL PROPERTY COVERAGE FORM.
MORTGAGEES
PREMISES BUILDING
NUMBER NUMBER NAME ADDRESS
001 001 NATIONAL BANK OF DETROIT 000 XXXXX XXXXX
XXXX, XX 00000
001 001 ECONOMIC DEVELOPMENT 000 X. XXX XXXXXX XXXX
XXXXXXXXXXX XX XXXX XXXX, XX 00000
-------------------------------------------------------------------------------
LOSS PAYEES
PREM. NAME AND ADDRESS DESCRIPTION PROVISION
NO. OF PROPERTY APPLICABLE
( ) LOSS PAYABLE
( ) LENDER'S
LOSS PAYABLE
( ) CONTRACT OF
SALE
( ) LOSS PAYABLE
( ) LENDER'S
LOSS PAYABLE
( ) CONTRACT OF
SALE
( ) LOSS PAYABLE
( ) LENDER'S
LOSS PAYABLE
( ) CONTRACT
OF SALE
CPBI 70 03 11 85 05/05/93
35
COMMERCIAL GENERAL LIABILITY SCHEDULE
[LOGO] RELIANCE
UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
-------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
-------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
-------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
PREM DESCRIPTION CLASS ESTIMATED RATE P E TRANS/ ADVANCE *
NO OF CLASS CODE EXPOSURE B B YEAR PREMIUM
001 BUILDINGS OR 61217 65,000 65.171 A M $4,236.
PREMISES - BANK
OR OFFICE -
MERCANTILE OR
MANUFACTURING -
MAINTAINED BY THE
INSURED (LESSOR'S
RISK ONLY) - OTHER
THAN NOT-FOR-PROFIT
INCLUDING PRODUCTS
AND/OR COMPLETED
OPERATIONS
TOTAL ADVANCE PREMIUM $4,236.
* M = MINIMUM PREMIUM, R = REMAINDER OF MINIMUM PREMIUM
CGBI 70 13 11 85 05/05/93
36
COMMERCIAL GENERAL LIABILITY
DECLARATIONS
[LOGO] RELIANCE
United Pacific Insurance Company
Philadelphia, PA RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
-------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
-------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
-------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
LIMITS OF INSURANCE
GENERAL AGGREGATE LIMIT $2,000,000.
(OTHER THAN PRODUCTS-COMPLETED OPERATIONS)
PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT $1,000,000.
PERSONAL INJURY AND ADVERTISING INJURY LIMIT* $1,000,000.
PER OCCURRENCE LIMIT* $1,000,000.
FIRE/EXPLOSION/WATER DAMAGE LIMIT** $ 50,000.
MEDICAL EXPENSE LIMIT** ANY ONE PERSON $ 5,000.
*SUBJECT TO THE APPLICABLE "AGGREGATE LIMIT"
**SUBJECT TO THE "OCCURRENCE LIMIT"
===============================================================================
FORMS AND ENDORSEMENTS FORMING A PART OF THIS COVERAGE PART AT ISSUANCE ONLY
THOSE INDICATED BY AN (X) BELOW APPLY:
(X) CGQP 00 01 11 88 COMMERCIAL GENERAL LIABILITY COVERAGE PART
(X) IL 00 21 11 85 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT
(BROAD FORM)
(X) CGQI 70 03 11 85 COMMERCIAL GENERAL LIABILITY COVERAGE PART
FORMS LIST
CGQI 70 01 02 86 05/05/93
37
BUSINESS AUTO COVERAGE FORM DECLARATIONS
[LOGO] RELIANCE
UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
-------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
-------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/04 0307275
-------------------------------------------------------------------------------
NAME INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
WHERE DED. IS SHOWN BELOW, IT SHALL MEAN DEDUCTIBLE.
=========================================================================
ITEM TWO: SCHEDULE OF COVERAGES AND COVERED AUTOS
THIS POLICY PROVIDES ONLY THOSE COVERAGES WHERE A CHARGE IS SHOWN IN THE
PREMIUM COLUMN BELOW. EACH OF THESE COVERAGES WILL APPLY ONLY TO THOSE
AUTOS SHOWN AS COVERED AUTOS. AUTOS ARE SHOWN AS COVERED AUTOS FOR A
PARTICULAR COVERAGE BY THE ENTRY OF ONE OR MORE OF THE SYMBOLS FROM THE
COVERED AUTO SECTION OF THE BUSINESS AUTO COVERAGE FORM NEXT TO THE NAME
OF THE COVERAGE.
-------------------------------------------------------------------------
COVERAGES COVERED LIMIT -- THE MOST WE PREMIUM
AUTOS* WILL PAY FOR ANY ONE
ACCIDENT OR LOSS
-------------------------------------------------------------------------
LIABILITY 8.9 $ 1,000,000 $ 000.XX
-------------------------------------------------------------------------
PERSONAL INJURY SEPARATELY STATED IN $
PROTECTION (OR EACH P.I.P. ENDORSEMENT
EQUIVALENT NO- MINUS $ DED.
FAULT COVERAGE)
-------------------------------------------------------------------------
ADDED PERSONAL SEPARATELY STATED IN
INJURY PROTEC- EACH ADDED P.I.P.
TION (OR EQUIV- ENDORSEMENT
ALENT ADDED NO-
FAULT COVERAGE)
-------------------------------------------------------------------------
PROPERTY PROTEC- SEPARATELY STATED IN THE
TION INSURANCE P.P.I. ENDORSEMENT MINUS
(MICHIGAN ONLY) $ DED. FOR EACH
ACCIDENT
-------------------------------------------------------------------------
AUTO MEDICAL $ $
PAYMENTS
-------------------------------------------------------------------------
UNINSURED $ $
MOTORISTS
-------------------------------------------------------------------------
* ENTRY OF ONE OR MORE OF THE SYMBOLS FROM THE COVERED AUTO SECTION OF THE
BUSINESS AUTO COVERAGE FORM SHOWS WHICH AUTOS ARE COVERED AUTOS.
CABI 00 02 01 87 05/05/93 PAGE 1 OF 5
38
BUSINESS AUTO COVERAGE FORM DECLARATIONS
[LOGO] RELIANCE
UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
-------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
-------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/04 0307275
-------------------------------------------------------------------------------
NAME INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
-------------------------------------------------------------------------
COVERAGES COVERED LIMIT -- THE MOST WE PREMIUM
AUTOS WILL PAY FOR ANY ONE
ACCIDENT OR LOSS
-------------------------------------------------------------------------
UNDERINSURED $ $
MOTORISTS (WHEN
NOT INCLUDED IN
UNINSURED MOTOR-
ISTS COVERAGE)
-------------------------------------------------------------------------
PHYSICAL DAMAGE ACTUAL CASH VALUE OR COST $
OF REPAIR, WHICHEVER IS
COMPREHENSIVE LESS MINUS $ DED.
COVERAGE FOR EACH COVERED AUTO BUT
NO DEDUCTIBLE APPLIES TO
LOSS CAUSED BY FIRE OR
LIGHTNING.*
-------------------------------------------------------------------------
SPECIFIED CAUSES ACTUAL CASH VALUE OR COST $
OF LOSS COVERAGE OF REPAIR, WHICHEVER IS
LESS MINUS $25 DED. FOR
EACH COVERED AUTO FOR LOSS
CAUSED BY MISCHIEF OR
VANDALISM.*
-------------------------------------------------------------------------
COLLISION ACTUAL CASH VALUE OR COST $
COVERAGE OF REPAIR, WHICHEVER IS
LESS MINUS $ DED.
FOR EACH COVERED AUTO.*
-------------------------------------------------------------------------
TOWING AND LABOR $ FOR EACH DIS-
ABLEMENT OF A PRIVATE
PASSENGER AUTO.
$
-------------------------------------------------------------------------
$
-------------------------------------------------------------------------
PREMIUM FOR ENDORSEMENTS $
-----------------------------------------
ESTIMATED TOTAL PREMIUM $ 000.XX
-----------------------------------------
* SEE ITEM FOUR FOR HIRED OR BORROWED AUTOS.
==============================================================================
CABI 00 02 01 87 05/05/93 PAGE 2 OF 5
39
BUSINESS AUTO COVERAGE FORM DECLARATIONS
[LOGO] RELIANCE
UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
--------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
--------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
--------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
ITEM THREE -- SCHEDULE OF COVERED AUTOS YOU OWN -- SEE CABI 70 03 06 92
FORMING A PART OF THIS POLICY AT ISSUANCE, IF APPLICABLE.
ITEM FOUR SCHEDULE OF HIRED OR BORROWED COVERED AUTO COVERAGE AND PREMIUMS
LIABILITY COVERAGE -- RATING BASIS, COST OF HIRE*
--------------------------------------------------------------------------------
ESTIMATED COST OF RATE PER EACH FACTOR (IF LIABILITY
STATE HIRE FOR EACH ST. $100 COST OF HIRE COVERAGE IS PRIMARY) PREMIUM
--------------------------------------------------------------------------------
MI $ IF ANY .477 $ 000.XX
--------------------------------------------------------------------------------
* IF MORE THAN ONE STATE APPLIES, SEE SUPPLEMENTAL SCHEDULE CABI 70 02 12 90
FORMING A PART OF THIS POLICY AT ISSUANCE.
CABI 00 02 01 87 05/05/93 PAGE 3 OF 5
40
BUSINESS AUTO COVERAGE FORM DECLARATIONS
[LOGO] RELIANCE
United Pacific Insurance Company
Philadelphia, PA RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
-------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
-------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
-------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
PHYSICAL DAMAGE COVERAGE
-------------------------------------------------------------------------------
LIMIT OF INSURANCE- ESTIMATED RATE PER
COVERAGES DEDUCTIBLE THE MOST ANNUAL COST $100 XXX. PREMIUM
WE WILL PAY OF HIRE COST OF HIRE
-------------------------------------------------------------------------------
COMPREHENSIVE ACTUAL CASH VALUE, $ $
COST OF REPAIRS, OR
$ WHICHEVER
IS LESS, MINUS
$ DED. FOR
EACH COVERED AUTO.
BUT NO DEDUCTIBLE
APPLIES TO LOSS
CAUSED BY FIRE OR
LIGHTNING.
-------------------------------------------------------------------------------
SPECIFIED CAUSES ACTUAL CASH VALUE, $ $
OF LOSS COST OF REPAIRS OR
$ WHICHEVER
IS LESS, MINUS $25
DED. FOR EACH
COVERED AUTO FOR
LOSS CAUSED BY
MISCHIEF OR
VANDALISM.
-------------------------------------------------------------------------------
COLLISION ACTUAL CASH VALUE, $ $
COST OF REPAIRS OR
$ WHICHEVER
IS LESS, MINUS
$ DED. FOR
EACH COVERED AUTO.
-------------------------------------------------------------------------------
TOTAL PREMIUM $
---------
CABI 00 02 01 87 05/05/93 PAGE 4 OF 5
41
BUSINESS AUTO COVERAGE FORM DECLARATIONS
[LOGO] RELIANCE
UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PA
RENEWAL POLICY
**EFFECTIVE 05/01/93
RENEWAL OF POLICY QB 8509449
-------------------------------------------------------------------------------
POLICY NUMBER POLICY PERIOD AGENCY NUMBER
-------------------------------------------------------------------------------
QB 8509449 52 FROM: 05/01/93 TO: 05/01/94 0307275
-------------------------------------------------------------------------------
NAMED INSURED: 1500 LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
ITEM FIVE - SCHEDULE FOR NON-OWNERSHIP LIABILITY
-------------------------------------------------------------------------------
NAMED INSURED'S BUSINESS RATING BASIS NUMBER PREMIUM
-------------------------------------------------------------------------------
OTHER THAN A SOCIAL SERVICE NUMBER OF EMPLOYEES 0-25 $ 00.XX
AGENCY NUMBER OF PARTNERS $
-------------------------------------------------------------------------------
SOCIAL SERVICE AGENCY NUMBER OF EMPLOYEES $
NUMBER OF VOLUNTEERS $
-------------------------------------------------------------------------------
ITEM SIX - SCHEDULE FOR GROSS RECEIPTS OR MILEAGE BASIS - LIABILITY
COVERAGE - PUBLIC AUTO OR LEASING RENTAL CONCERNS
===============================================================================
ESTIMATED YEARLY RATES PREMIUMS
( ) GROSS RECEIPTS ( ) PER $100 OF GROSS
RECEIPTS
( ) PER MILE
--------------------------------------------------------
LIABILITY AUTO MEDICAL LIABILITY AUTO MEDICAL
COVERAGE PAYMENTS COVERAGE PAYMENTS
-------------------------------------------------------------------------------
$ $
-------------------------------------------------------------------------------
MINIMUM PREMIUMS $ $
----------------------------------------------
TOTAL PREMIUMS $ $
===============================================================================
FORMS AND ENDORSEMENTS FORMING A PART OF THIS POLICY AT ISSUANCE:
CA 00 01 12 90 BUSINESS AUTO COVERAGE FORM
CABP 83 02 01 87 BUSINESS AUTO COVERAGE FORM DEFINITIONS - SUPPLEMENT
IL 00 21 11 85 BROAD FORM NUCLEAR EXCLUSION (NOT APPLICABLE IN NY)
CA 00 29 12 88 CHANGES IN BUSINESS AUTO AND TRUCKERS FORM - INSURED
CONTRACT
CA 01 10 10 92 MICHIGAN CHANGES
COUNTERSIGNED BY
------------------------ ------------------------------------
(DATE) (AUTHORIZED REPRESENTATIVE)
05/05/93 PAGE 5 OF 5
42
CHUBB GROUP OF INSURANCE COMPANIES [CHUBB LOGO]
00 XXXXXXXX XXXX XXXX, XXXXXX, X.X. 00000
DECLARATIONS--ENERGY SYSTEMS POLICY
NAME INSURED AND MAILING ADDRESS: POLICY NUMBER 7830-83-23
1500 Limited Partnership and (Previous Policy No. )
Xxxxx Corporation Issued by the stock insurance company indicated by "x"
0000 Xxxx Xxx Xxxxxx Xxxx below, herein called the Company
Xxxx, Xxxxxxxx 00000
NAME AND MAILING ADDRESS OF PRODUCER (X) FEDERAL INSURANCE COMPANY
Xxxxxxx-Xxxx, Inc. Incorporated under the laws of Indiana
00000 Xxxxxxxxx Xxxx, Xxxxx 0000 ( ) PACIFIC INDEMNITY COMPANY
Xxxxxxxxxx, Xxxxxxxx 00000 Incorporated under the laws of California
POLICY PERIOD: FROM: 05/01/92 TO: 05/01/95 ( ) GREAT NORTHERN INSURANCE COMPANY
(12:01 a.m. Standard time at your mailing address shown above) Incorporated under the laws of Minnesota
In return for the payment of the premium, and subject to all the terms of this
Policy, we agree with you to provide the insurance for those coverages
indicated by a premium charge, subject to the Limits of Insurance indicated
below,and for other coverage when added.
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COVERAGES LIMIT OF INSURANCE DEDUCTIBLE COINSURANCE PREMIUM
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PROPERTY COVERAGE $3,000,000 $1,000 NOT APPLICABLE $1,596.
Business Income/Extra $750,000 24 Hours N/A Included
Expense
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ENDORSEMENT(S) AND TOTAL $1,596.
FORM(S) APPLICABLE ----------
43-02-0161(2-89), 43-02-0178(2-89), 43-02-0164(2-89)
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DESCRIPTION AND LOCATION OF PROPERTY COVERED
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Office Building located at: 0000 Xxxx Xxx Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000
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Your acceptance of this Policy terminates any prior Policy of the same number
which may have been issued to you by us, effective with the inception of this
Policy. Your Policy has been signed by the President and Secretary of the
Company, but it will not be valid unless also signed by an authorized
representative of the Company.
FEDERAL INSURANCE COMPANY PACIFIC INDEMNITY COMPANY GREAT NORTHERN INSURANCE COMPANY
------------------------ ------------------------- -------------------------------
President President President
------------------------ ------------------------- -------------------------------
Secretary Secretary Secretary
XXXXXX X. XXXXXXX
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AUTHORIZED REPRESENTATIVE
These Declarations with the Property Coverage Form and any applicable
Schedule, Endorsement and Worksheet complete the above numbered Policy,
1mt-05/10/93 subject to any later Declarations and Amendments.
43
ENERGY SYSTEMS Chubb Group of Insurance Companies [LOGO]
POLICY 00 Xxxxxxxx Xxxx Xxxx, Xxxxxx, X.X. 00000
ENDORSEMENT=============================================================
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Annual adjustment of premium in accordance with terms as stated on
Form 43-02-0164 (2-89), Endorsement No. 2:
Term: 05/01/93 to 05/01/94
Annual Adjustment: $1,618. A/P
This Endorsement forms a part of Policy No. 7830-83-23 and is effective from
12:01 a.m. of 05/01/93
Issued By Federal Insurance Company Endorsement No. 3
Named Insured: 1500 Limited Partnership and In lieu of
Xxxxx Corporation
lmt-05/10/93
/s/ XXXXXX X. XXXXXXX
--------------------------------
AUTHORIZED REPRESENTATIVE
Form 43-02 0164 (Rev 2-89) M-41861 (15M)
44
AMENDMENT TO LEASE
This Amendment to Lease (the "Amendment") is entered into as
of the 22nd day of August, 1995, by and between 1500 LIMITED PARTNERSHIP,
a Michigan limited partnership (the "Landlord"), as landlord, and XXXXX
CORPORATION, a Michigan corporation (the "Tenant"), as tenant, who agree as
follows:
R E C I T A L S:
A. Landlord and Tenant entered into a certain Lease
dated as of February 1, 1994 (the "Lease"), covering certain real property and
improvements located in the City of Troy, Michigan, as more particularly
described in the Lease (the "Premises").
B. Automatic Data Processing, Inc. ("ADP"), a Delaware
corporation, has agreed to guaranty Tenant's obligations under the Lease
pursuant to a certain Lease Guaranty of even date herewith.
C. Landlord and Tenant desire to modify the Lease in
certain other respects and have agreed to enter into this Amendment in order to
evidence such modifications.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
1. Except as otherwise modified herein, the terms and
conditions of the Lease shall remain in full force and effect.
2. All capitalized terms not defined herein shall have
the meaning ascribed to them in the Lease.
3. Sections 7.1 and 7.2 of the Lease are hereby deleted
in their entirety and replaced with the following new Sections 7.1 and 7.2:
7.1 Tenant shall not make: (i) any structural
alterations, additions or improvements to the Leased Premises,
or (ii) any non-structural alterations, additions or
improvements costing in excess of $50,000.00, without
Landlord's prior written approval, which approval, in the case
of interior non-structural alterations, additions or
improvements shall not be unreasonably withheld, but which
approval, with respect to exterior and structural alterations
(including electrical, mechanical, HVAC, and plumbing
systems), may be withheld by Landlord in its sole discretion,
provided, however, Landlord agrees not to unreasonably
withhold its approval of alterations to the electrical,
mechanical, HVAC and plumbing systems so long as such
alterations do not negatively impact the other tenants of the
Building or the appearance of the Building. In the event of
disapproval of Tenant's proposed alterations, additions or
improvements, Landlord shall give to the Tenant an itemized
statement of the reasons therefor. If Landlord does not
disapprove the plans and specifications or proposals of Tenant
within fifteen (15) business days after the same have been
received by Landlord, such plans, specifications or proposals
shall be deemed to have been approved by Landlord. All
alterations, additions or improvements made by Tenant to the
Leased Premises, except movable office furniture and equipment
installed at Tenant's expense, shall be the property of
Landlord and remain upon and be surrendered with the Leased
Premises at the expiration of the term hereof. On February 1,
1994, Landlord paid Tenant an improvement allowance of
$100,000.00. At any time prior to December 31, 1996, Landlord
shall reimburse Tenant in an
45
additional amount not to exceed $700,000.00 for any permitted
alterations, renovations, and improvements to the Leased
Premises made and paid for by Tenant within ten (10) days of
receipt by Landlord of appropriate lien waivers and invoices
marked paid for completed work in form and content acceptable
to Landlord. Landlord and Tenant acknowledge that Tenant
intends to make certain alterations and improvements which
will be identified by Tenant subsequent to the date hereof and
subject to the approval of Landlord as herein provided.
Tenant acknowledges that all extraordinary maintenance costs
and utility costs relating to Tenant's improvements,
alterations or additions shall be paid for by Tenant.
7.2 Tenant shall only use contractors approved by
Landlord for any permitted alterations, additions or
improvements to the Leased Premises and Tenant shall obtain
all necessary governmental certificates, licenses, permits and
approvals for any such alterations, additions or improvements
at its sole cost and expense. The foregoing notwithstanding
Landlord shall not withhold its consent to Tenant's choice of
contractor so long as such contractor is licensed in the State
of Michigan, insurable and bondable, and of a good reputation
and experience in similar types of work. Except as set forth
in Section 7.1 hereof, Tenant shall not be entitled to any
reimbursement or compensation resulting from its payment of
the costs or expenses of constructing any improvements,
alterations or additions to the Leased Premises. Tenant shall
not permit any construction or mechanic's liens to be placed
or remain upon the Leased Premises. In the event that such
construction or mechanic's liens are placed on the Leased
Premises, Tenant shall remove or bond over same within thirty
(30) days of demand by Landlord. Tenant's failure to do so
shall constitute an Event of Default hereunder giving Landlord
the right, inter alia, to terminate this Lease upon thirty
(30) days prior written notice to Tenant. In addition, Tenant
shall indemnify and hold harmless Landlord from any cost or
expense whatsoever (including reasonable attorney fees)
arising from Tenant's permitting a construction or mechanic's
lien to be placed on the Leased Premises. Landlord has no
obligation and has made no promise to alter, remodel, improve,
repair, decorate, or paint the Leased Premises or any part
thereof. No representations with respect to the condition of
the Leased Premises or the Building have been made by Landlord
to Tenant, except as specifically herein set forth.
4. Notwithstanding the provisions of Lease to the
contrary, Tenant shall be permitted to self-insure all of its insurance
obligations under Sections 11.2, 11.3, 11.4 and 11.5 of the Lease and no
insurance certificates shall be required from Tenant for such coverages which
are self-insured by Tenant, provided Tenant satisfies the following terms and
conditions:
(a) Tenant is and remains an entity controlled by ADP;
(b) ADP has a net worth equal to or in excess of
$100,000,000.00 at all times during the term of this
Lease; and
(c) ADP is and remains a guarantor of all of Tenant's
obligations under this Lease.
Upon written request of Landlord, Tenant shall deliver, or
cause ADP to deliver, to Landlord, the annual published financial statements of
ADP. In the event Tenant is able to satisfy the foregoing conditions and
elects to self-insure, Tenant hereby agrees to release, indemnify and hold
harmless Landlord from and against any and all liability for claims, costs,
expenses, losses or damages
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46
which Tenant incurs and which would have been covered by insurance had Tenant
maintained the insurance coverages specified in the Lease rather than electing
to self-insure.
5. Section 36 of the Lease is hereby deleted in its
entirety and is no longer of any further force or
effect.
6. Notwithstanding anything contained herein to the
contrary, the parties hereto acknowledge and agree that this Amendment shall
become effective on the effective date of the merger of ADP Mergerco, Inc. with
and into Xxxxx Corporation and shall be of full force and effect thereafter.
In the event that the merger of ADP Mergerco, Inc. with and into Xxxxx
Corporation is not effectuated on or before January 31, 1996, this Amendment
shall be null and void and of no force or effect.
7. This Amendment may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one (1) original.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
LANDLORD:
1500 LIMITED PARTNERSHIP,
A MICHIGAN LIMITED PARTNERSHIP
By: RUDGATE CORP., a Michigan
corporation, its general partner
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
TENANT:
XXXXX CORPORATION, A Michigan Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Its: President
------------------------------------
Accepted and Approved by:
NBD BANK
By:
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Its:
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