EXHIBIT 10.10
LEASE
Between
ALARON DEVELOPMENT, L. L. C.
an Illinois Limited Liability Company
and
ALARON TRADING CORPORATION,
an Illinois Corporation
TABLE OF CONTENTS
ARTICLE I. Premises.............................................1
ARTICLE II. Term.................................................1
ARTICLE III. Rent.................................................1
ARTICLE IV. Use..................................................2
ARTICLE V. Maintenance of Premises..............................2
ARTICLE VI. Signs................................................3
ARTICLE VII. Insurance............................................3
ARTICLE VIII. Damage or Destruction................................5
ARTICLE IX. Liens................................................6
ARTICLE X. Alterations and Improvements.........................7
ARTICLE XI. Condemnation.........................................7
ARTICLE XII. Rent Absolute........................................8
ARTICLE XIII. Assignment and Subletting............................9
ARTICLE XIV. Indemnity for Litigation.............................9
ARTICLE XV. Estoppel Certificate.................................9
ARTICLE XVI. Condition and Inspection of Premises................10
ARTICLE XVII. Fixtures............................................10
ARTICLE XVIII Default.............................................10
ARTICLE XIX. Landlord's Performance of Tenant's Covenants........12
ARTICLE XX. Exercise of Remedies................................13
ARTICLE XXI. Subordination to Mortgages..........................13
ARTICLE XXII. Indemnity and Waiver................................14
ARTICLE XXIII Surrender...........................................14
ARTICLE XXIV. Covenant of Quiet Enjoyment.........................15
ARTICLE XXV. Short Form Lease....................................15
ARTICLE XXVI. Notices.............................................16
ARTICLE XXVII Covenants Binding Upon Successors and Assigns.......16
ARTICLE XXVII Time of Essence.....................................16
ARTICLE XXIX. Americans With Disabilities Act.....................17
ARTICLE XXX. Miscellaneous.......................................17
LEASE
THIS LEASE is made this 1st day of July, 1998 between Alaron
Development L.L.C., an Illinois Limited Liability Company (hereinafter referred
to as "Landlord"), and Alaron Trading Corporation, an Illinois corporation
(hereinafter referred to as
("Tenant").
W I T N E S S E T H:
A. Landlord owns the property commonly known as 000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx.
B. Tenant desires to lease the Premises (as hereinafter defined) on the
terms and conditions hereinafter set forth.
C. Landlord is willing to enter into this Lease on the terms and
conditions hereinafter set forth.
Now, therefore, Landlord and Tenant agree as follows:
ARTICLE I.
Premises
Landlord, for and in consideration of the rents herein reserved and of
the covenants and agreements herein contained on the part of the Tenant to be
kept, observed and performed, does by these presents, lease to Tenant and Tenant
does hereby lease from Landlord, the real estate described in Exhibit A attached
hereto and made a part hereof, together with all buildings and improvements now
located thereon, and subject to covenants, agreements, easements, encumbrances,
restrictions and current general and special real estate taxes and assessments
affecting said real estate and the improvements thereon. Said real estate and
improvements are hereinafter referred to as the "demised premises".
ARTICLE II.
Term
The term of this Lease shall commence on the date hereof ("Commencement
Date") and shall terminate on June 30, 2002 ("Expiration Date") (collectively,
the "lease term"), unless sooner terminated as herein set forth.
ARTICLE III.
Rent
Section 3.1. Base Rent. During the lease term Tenant shall pay to
Landlord as base rent (the "Base Rent") for the demised premises, without offset
or deduction of any kind, the following amounts. During the lease term Tenant
shall pay to Landlord as Rent for the demised premises the sum of Three Hundred
Sixty Thousand Dollars and No Cents ($360,000.00), without offset or deduction
of any kind, payable in equal monthly installments of $7,500 each. All such
payments shall be made in advance on the first day of the month to Alaron
Development L.L.C. at 000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or
at such other place as Landlord in writing directs.
Section 3.2. Net Lease. All rent payable under this Lease shall be
absolutely net to the Landlord so that this Lease shall yield, net, to the
Landlord, the specified Rent in each specified period during the lease term.
Section 3.3. Past Due Rent. If Tenant shall fail to pay when the same
is due and payable, any Base Rent, any additional rent, or any amount or charges
accruing or payable under this lease, such unpaid amounts shall bear interest
from the due date thereof to the date of payment at the lease interest rate (as
hereinafter defined).
ARTICLE IV.
Use
The demised premises shall be used solely for general office purposes
Tenant shall not use or occupy the demised premises or permit the demised
premises to be used or occupied contrary to any statute, rule, order, ordinance,
requirement, regulation or restrictive covenant applicable thereto or in any
manner which would violate any certificate of occupancy affecting the same or
which would render the insurance thereon void or which would cause structural
injury to the improvements or cause the value or usefulness of the demised
premises or any part thereof to diminish or which would constitute a public or
private nuisance or waste, and Tenant agrees that it will, promptly upon
discovery of any such use, take all necessary steps to compel the discontinuance
of such use.
ARTICLE V.
Maintenance of Premises
Section 5.1. Maintenance and Repairs by Tenant. Tenant
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shall maintain the demised premises and any buildings, structures, facilities,
improvements and appurtenances now or hereafter erected thereon in good order
and repair, both inside and outside, structurally and nonstructurally, and keep
the same and al parts thereof, including, without limiting the generality of the
foregoing, foundations, walls, floors, roof, sidewalks, curbs, water and sewer
connections, windows and other glass, plumbing, water, gas and electric
fixtures, pipes, wires and conduits, heating, cooling and electrical and
plumbing systems, elevators, boilers, machinery, fixtures, equipment,
furnishings, facilities, appliances, roadways, walkways, parking areas and
landscaping in, or on connected with the demised premises, in good, clean,
healthful, and safe order and condition, all in accordance with applicable
municipal and other governmental statutes rules, orders and regulations and
ordinances and the direction of proper public officers, suffering no waste or
injury, and shall, at Tenant's sole expense, promptly make or cause to be made
all needed repairs, replacements, renewals and additions, structural or
otherwise, whether ordinary or extraordinary, foreseen or unforeseen, in and to
any of the foregoing, all as may be necessary to maintain the value of the
building and other improvements which comprise a portion of the demised premises
throughout the lease term. All such repairs, replacements, renewals and
additions shall be of good quality and sufficient for the proper maintenance and
operation of the demised premises and any buildings, structures, facilities,
furnishings, equipment, fixtures, improvements and appurtenances now or
hereafter erected thereon and shall be constructed and installed in compliance
with all requirements of all governmental authorities having jurisdiction
thereof and of the appropriate Board of Fire Underwriters or any successor
thereof. Tenant shall not permit anything to be done upon the demised premises
which would invalidate or prevent the procurement or any insurance policies
which may at any time be required pursuant to the provisions of this lease.
Section 5.2 Maintenance by Landlord on Tenant's Default. If Tenant
refuses or neglects to make any repairs as required hereunder to the reasonable
satisfaction of Landlord, Landlord, within seven (7) days after written demand,
may made such repairs without liability to Tenant for any loss or damage that
may accrue to Tenant's merchandise, fixtures, or other property or to Tenant's
business by reason thereof, and upon completion thereof, Tenant shall pay
Landlord's costs for making such repairs plus twenty percent (20) of such costs
for overhead upon presentation of a xxxx therefore, as additional rent.
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ARTICLE VI.
Signs
Tenant will not place or suffer to be placed or maintained on any
exterior wall or the roof of the building comprising a portion of the demised
premises any sign or advertising matter or other thing of any kind, without
first obtaining Landlord's written consent, which consent shall not be
unreasonably withheld so long as such item complies with all applicable
municipal and governmental statutes, rules, orders and regulations and
ordinances and does not affect the structure of such building.
Tenant further agrees to maintain any such sign or advertising matte as
may be approved in good condition and repair at all times.
ARTICLE VII.
Insurance
Section 7.1. Liability Insurance. Tenant covenants to defend, save
harmless, and indemnify Landlord, its agents, beneficiaries and officers and
employees or any of them from any liability for injury, loss, accident or damage
to any person or property, and from any claims, actions, proceedings and
expenses and costs in connection therewith (including without limitation
reasonable counsel fees) arising from the omission, fault, willful act or
negligence of Tenant, its officers, agents, servants or employees in connection
with Tenant's use of the demised premises. Tenant shall at all times during the
lease term, at Tenant's expense, maintain public liability insurance covering
the demised premises insuring Landlord as well as Tenant with limits of not less
than $1,000,000 for each injury or death to a person and $1,000,00 for each
incident involving personal injury or death to persons and, in each case of
property damage, not less than $500,000 for any one occurrence. If by reason of
changed economic conditions the coverages and amounts of public liability
insurance referred to above become inadequate, Tenant agrees to increase the
coverages and amounts of such insurance promptly upon Landlord's request.
Section 7.2. Hazard Insurance. Tenant shall at all times during the
lease term, at Tenant's expense, keep the demised premises insured against loss
by fire and those risks now or hereafter normally covered by the term "all risk
extended coverage", in the amount of the full replacement cost (without
depreciation) of the buildings and other improvements (above foundations)
located on the demised premises. For the purposes of determining the amount of
insurance hereunder, Landlord may request a written appraisal furnished by an
insurance company
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insuring the improvements, or an independent appraisal company, not more
frequently than once every three years, and such appraisal shall be binding upon
Landlord and Tenant. Tenant shall bear the expense, if any, of such appraisals.
At the commencement of the lease term, the full replacement cost (without
depreciation) of the building and other improvements shall be 5250,000.
Section 7.3. Business Interruption Insurance. Upon the written request
of Landlord, Tenant shall at all times during the lease term, at Tenant's
expense, maintain all risk business interruption rental use and occupancy
insurance in an amount equal to Base Rent and real estate taxes and all
additional charges hereunder for a period of twelve (12) months, to insure
payment of all charges due to Landlord hereunder in the event of the
interruption of Tenant's business for any reason whatsoever.
Section 7.4. Workmen's Compensation Insurance. In the event, that
Tenant or any one holding or claiming by, through or under Tenant employs any
person or persons upon the demised premises, then Tenant or such person holding
or claiming by, through or under Tenant shall provide at its expense for
Workmen's Compensation Insurance in the usual form indemnifying Tenant and
Landlord against loss or damage resulting from any accident or casualty within
the purview of the Illinois Workmen's Compensation Lard and in the amount as
required from time to time by statute.
Section 7.5. Boiler Scaffolding and Plate Glass Insurance. Upon the
written request of Landlord, Tenant shall procure, at Tenant's expense,
scaffolding insurance when needed by reason of Fork performed on the demised
premises. Tenant shall also maintain, in full force and effect during the lease
term at Tenant's expense, boiler insurance in an amount equal to the total cost
of the boiler as installed and improved and insurance against breakage of all
plat glass used in the demised premises.
Section 7.6. Other Insurance. In the event that any type of legislation
may hereafter be enacted imposing special liability upon Landlord by virtue of
the use of the demised premises for any purpose, Tenant shall provide Landlord
(prior to using the demised premises for such purpose), with insurance in
customary form and with insurers and limits satisfactory to Landlord against any
and all such liability. Tenant shall procure, at Tenant's expense, any
additional type of insurance coverage necessitated by activities carried on by
Tenant on the demised premises or reasonably requested by Landlord to protect
Landlord's interest in the demised premises such policies of insurance shall be
in customary form, with insurers and limits
5
satisfactory to Landlord, against any and all such liability, and naming
Landlord and such other parties as Landlord may designate as additional insured
parties thereunder.
Section 7.4. Evidence of Insurance. The policies of insurance obtained
in compliance with this Article VIII shall specify that the loss, if any, shall
be payable to Landlord or such other persons, corporation or parties as Landlord
shall designate, except that policies of insurance obtained in compliance with
Section 8.1 hereof shall specify that the loss, if any, shall be payable to
Landlord and Tenant as their respective interests may appear. In the event the
demised premises are owned by a trust, Tenant shall maintain all insurance
required pursuant to this lease in the name of the beneficiaries of said trust
as well as the trustee. All policies of insurance obtained in compliance with
this Article VIII shall contain a clause that the insurer will not cancel or
change the insurance without first giving Landlord and Tenant thirty (30) days
prior written notice. The policies of insurance obtained by Tenant hereunder
shall be with responsible insurance companies qualified to do business in
Minnesota and satisfactory to Landlord and Landlord shall be named as an
additional insured. A copy of each such policy or a certificate of insurance
with respect thereto shall be delivered to Landlord whenever requested by
Landlord. Landlord shall notify Tenant within sixty (60) days of receipt of such
insurance if such insurance shall fail to conform to the requirements of this
lease. Thereafter, until Landlord otherwise notifies Tenant, the insurance shall
be deemed to meet the requirements of this lease. Landlord shall hold all
policies of insurance as provided hereunder for the benefit of Landlord and
Tenant, all as their respective interests may appear. At the request of
Landlord, a mortgage clause may be included in said policies covering Landlord's
mortgagee, if any.
Section 7.8. Failure to Provide Insurance. In the event Tenant shall
fail, when required, to furnish evidence of any of the insurance provided for in
this Article VIII, or in the event such insurance shall be cancelled, terminated
or changed, Landlord shall have the right at its election (but without being
obligated so to do) to procure or renew the same; and the amount or amounts made
therefor shall become so much additional rent under the terms hereof, due and
payable with the next succeeding installment of rent due hereunder, with
interest at the lease interest rate from the date of payment thereof.
Section 7.9. Failure to Provide Insurance. In the event Tenant shall
fail, when required, to furnish evidence of any of the insurance provided for in
this Article VIII, or in the event such insurance shall be cancelled, terminated
or changed,
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Landlord shall have the right at its election (but without being obligated so to
do) to procure or renew the same; and the amount or amounts made therefor shall
become so much additional rent under the terms hereof, due and payable with the
next succeeding installment of rent due hereunder, with interest at the lease
interest rate from the date of payment thereof.
Section 7.9. Application of Insurance Proceeds. Landlord shall be
entitled to collect all monies due under the insurance policies provided for
hereunder which are payable in the event and by reason of loss or damage to the
demised premises. Such proceeds may be disbursed by the Landlord for repair or
reconstruction of the demised premises (if Landlord so elects) or otherwise
applied in accordance with the pertinent provisions of this lease. All policies
of insurance shall, to the extent obtainable, provide that any loss shall be
payable to Landlord notwithstanding any act or negligence of Tenant which might
otherwise result in a forfeiture of said insurance.
ARTICLE VIII.
Damage or Destruction
Section 8.1. Obligation to Repair. Tenant agrees that in case of damage
to or destruction of any building or improvements on the demised premises or of
the fixtures and equipment therein, by fire or other casualty, it will promptly,
at its sole cost and expense, repair, restore or rebuild the same and upon the
completion of such repairs, restoration or rebuilding, the value and rental
value or the buildings and improvements upon the demised premises shall be equal
to the value and rental value of the buildings and improvements thereon
immediately prior to the happening of such fire or other casualty. Rent shall
not xxxxx during the period of such repair, restoration or rebuilding and during
any period that the improvements are not tenantable because of such damage or
destruction.
Section 8.2. Major Repairs. Before commencing such repairing,
restoration or rebuilding, involving an estimated cost or more than $25,000, (a)
Tenant shall have plans and specifications therefor, prepared by a licensed
architect, submitted to and approved by Landlord; and (b) Tenant shall have
furnished to Landlord an estimate of the cost of the proposed work, certified by
the architect who prepared such plans and specifications.
Section 8.3. Insurance Funds. In the event of loss under any policy or
policies of insurance described in Article VIII hereof and if Tenant is not in
default under this lease, the net
7
amount of insurance proceeds so collected by Landlord after payment of expenses
incurred in such collection shall be disbursed to Tenant in the same manner and
following the customs ordinarily employed by a mortgage bank making construction
loans and be applied toward the expense of repairing or rebuilding the buildings
or improvements which have been damaged or destroyed; provided, however, that it
shall first appear to the satisfaction of Landlord that the amount of insurance
money available, plus any additional funds deposited by Tenant, shall at all
times be sufficient to pay for the completion of said repairs or rebuilding.
Upon the completion of said repairs or rebuilding, free from all liens of
mechanics and others, any surplus funds shall be paid to Tenant. All payouts by
the Landlord as hereinabove required, shall be made after making provision for
reasonable holdbacks and upon receipt of a certificate of the architect or
engineer in charge of the repairs and rebuilding stating:
(a) that the sum requested is due to the contractors, materialmen,
laborers, engineers, architects, or other persons (whose names and addresses
shall be stated) who have furnished services or materials for the repairs end
restoration, or is required to reimburse Tenant for expenditures made by Tenant
in connection with the repairs and restoration;
(b) that the sum requested when added to all sums previously paid out
under this Article for the repairs and restoration does not exceed the value of
the repairs and restoration done to the date of such certificate;
(c) the progress of the repairs and restoration;
(d) That the repairs and restoration have been done pursuant to all
plans and specifications required by Section 9.2 hereof; and
(e) that in the opinion of the architect or engineer, the remaining
amount of the sum on deposit will be sufficient upon the completion of the
repairs and restoration to pay for the same in full.
Tenant shall furnish the Landlord at the time of any such payment with
such statements and waivers of lien as may be required under the mechanic's lien
law of Illinois and an official search, or other evidence satisfactory to the
Landlord, that there has not been filed with respect to the demised premises any
mechanic's or other lien which has not been discharged of record, in respect of
any work, labor, services or materials performed, furnished or supplied, in
connection with
8
the repair and restoration, and that all of said materials have been purchased
free and clear of any security agreement of title retention agreement. The
Landlord shall not be required to pay out any sum when the demised premises
shall be encumbered with any such lien or agreement, or when the Tenant is in
default under any covenant or obligation set forth herein.
ARTICLE IX.
Liens
Section 9.1. Prohibition of Liens. Tenant shall not do any act which
shall in any way encumber the title of Landlord in and to the demised premises,
nor shall any interest or estate of Landlord in the demised premises be in any
way subject to any claim by way of lien or encumbrance, whether by operation of
law or by virtue or any express or implied contract by Tenant and any claim to
or lien upon the demised premises arising from any act or omission of Tenant
shall accrue only against the leasehold estate of Tenant and shall in all
respects be subject and subordinate to the paramount title and rights of
Landlord in and to the demised premises. Tenant will not permit the demised
premises to become subject to any mechanics', laborers', or materialmen's lien
on account of labor or material furnished to Tenant or claimed to have been
furnished to Tenant in connection with work of any character performed or
claimed to have been performed on the demised premises by or at the direction or
sufferance of Tenant; provided, however, that Tenant shall have the right to
contest in good faith and with reasonable diligence, the validity of any such
lien or claimed lien if Tenant First gives to Landlord such security as may be
demanded by Landlord to insure payment thereof and to prevent any sale,
foreclosure or forfeiture of the demised premises by reason of non-payment
thereof and if on final determination of the lien or claim for lien, Tenant will
immediately pay any judgment rendered, with all proper costs and charges, and
will, at its own expense, have the lien released and any judgment satisfied.
Section 9.2. Landlord's Right to Act. If Tenant shall fail to contest
the validity of any lien or claimed lien or fail to give security to Landlord to
insure payment thereof, or shall fail to Prosecute such contest with diligence,
or shall fail to have the same released and satisfy any judgment rendered
thereon, then Landlord may, at its election (but shall not be required to)
remove or discharge such lien or claim for lien (with the right, in its
discretion, to settle or compromise the same), and any amounts advanced by
Landlord, including reasonable attorneys' fees, for such purposes shall be so
much additional rental due from Tenant to Landlord at the next rent date after
any such
9
payment, with interest at the lease interest rate.
ARTICLE X.
Alterations and Improvements
Tenant shall not at any time during the lease term make any alteration,
addition or improvement to the Premises or any improvements located thereon,
including without limitation creating any openings in the roof or exterior
walls, without in each instance the prior written consent of Landlord. Landlord
shall not unreasonably withhold its consent to minor, non-structural alterations
and improvements made by Tenant, provided the costs of any such alterations or
improvements shall not exceed $25,000.00. No alteration, addition or improvement
to the Premises shall be commenced by Tenant until Tenant has furnished Landlord
with a satisfactory certificate or certificates from an insurance company
acceptable to Landlord, evidencing workmen's compensation coverage in amounts
satisfactory to Landlord and protecting Landlord against public liability and
property damage to any person or property, on or off the Premises shall be
commenced by Tenant until Tenant has furnished Landlord with a satisfactory
certificate or certificates from an insurance company acceptable to Landlord,
evidencing workmen's compensation coverage in amounts satisfactory to Landlord
and protecting Landlord against public liability and property damage to any
person or property, on or off the Premises, arising out of and during the making
of such alterations, additions or improvements. All alterations, additions and
improvements (except Tenant's equipment, as hereinafter defined), made at the
expense of Tenant, shall become the property of Landlord and shall remain upon
and be surrendered with the Premises as a part thereof at the termination of
this lease, or at Landlord's option, Landlord may require Tenant to remove such
alterations, additions and improvements and restore the Premises to its original
condition Landlord may require Tenant to remove such alterations, additions and
improvements and restore the Premises to its original condition. Tenant, at its
sole cost and expense, will make all additions, improvements and alterations on
the Premises and to the improvements, appurtenances and equipment thereon which
may be necessary by the act or neglect of any other person or corporation
(public or private), including supporting the streets and alleys adjoining the
Premises. No additions, improvements or alterations exceeding the cost of
$25,000.00 shall be commenced until Tenant has first satisfied the requirements
set forth in Section 9.2 hereof.
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ARTICLE XI.
Condemnation
Section 11.1. Total Condemnation. In the event the whole of the demised
premises shall be taken as a result of the exercise of the power of eminent
domain or condemned for a public or quasi-public use or purpose by any competent
authority or sold to the condemning authority under threat of condemnation, or
in the event a portion of the demised premises shall be taken or sold as a
result of such event, and as a result thereof the balance of the demised
premises cannot be used for the same purpose as before such taking, sale or
condemnation, then and in either of such events, the term of this lease shall
terminate as of the date of vesting of title pursuant to such proceeding or
sale. The total award, compensation or damages received from such proceeding or
sale (hereinafter called the "award") shall be paid to and be the property of
Landlord, whether the award shall be made as compensation for diminution of the
value of the leasehold or the fee of the demised Premises or otherwise, and the
Tenant hereby assigns to Landlord, all of Tenant's right, title and interest in
and to the award. Tenant shall execute, immediately upon demand of Landlord,
such documents as may be necessary to facilitate collection by Landlord of any
such award, compensation or damages.
Section 11.1. Partial Condemnation. In the event only a part of the
demised premises shall be taken as a result of the exercise of the power of
eminent domain or condemned for a public or quasi-public use or purpose by any
competent authority or sold to the condemning authority under threat of
condemnation, or in the event a portion of the demised premises shall be taken
or sold as a result of such event, and as a result thereof the balance of the
demised premises cannot be used for the same purpose as before such taking, sale
or condemnation, then and in either of such events, the term of this lease shall
terminate as of the date of vesting of title pursuant to such proceeding or
sale. The total award, compensation or damages received from such proceeding or
sale (hereinafter called the "award") shall be paid to and be the property of
Landlord, whether the award shall be made as compensation for diminution of the
value of the leasehold or the fee of the demised Premises or otherwise, and the
Tenant hereby assigns to Landlord, all of Tenant's right, title and interest in
and to the award. Tenant shall execute, immediately upon demand of Landlord,
such documents as may be necessary to facilitate collection by Landlord of any
such award, compensation or damages.
Section 11.2. Partial Condemnation. In the event only a part of the
demised premises shall be taken as a result of the exercise of the power of
eminent domain or condemned for a public
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or quasi-public use or purpose by any competent authority or sold to the
condemning authority under threat of condemnation, and as a result thereof the
balance of the demised premises can be used for the same purpose as before such
taking, sale or condemnation, this lease shall not terminate and Tenant, at its
sole cost and expense, shall promptly repair and restore the premises and all
improvements thereon. Any award, compensation or damages paid as a consequence
of such taking, sale, or condemnation, shall be paid to Landlord and shall be
disbursed in accord with the provisions of Section 8.9 hereof. Any sums not so
disbursed shall be retained by Landlord. In such event, rent shall xxxxx
equitably if such taking shall affect the building or a substantial portion of
the demised premises. In the event Tenant shall not promptly commence the repair
or restoration required hereby, and diligently pursue the completion of same,
Tenant shall be deemed in default under this lease and, in addition to any
remedy of Landlord provided for under this lease, at law or in equity, Landlord
may retain the award, compensation or damages or the balance thereof remaining
in the hands of Landlord.
Section 11.1. Tenants Claims. In any condemnation proceeding, Tenant
shall be permitted to make claim with the condemning authority for a separate
award for the value of Tenant's fixtures, installations, improvements and
decorations which lie and are located in the area taken by the condemning
authority.
ARTICLE XII.
Rent Absolute
Any damage or destruction to all or any portion of the buildings,
structures and fixtures upon the demised premises, by fire, the elements, or any
other cause whatsoever, whether with or without fault on the part of Tenant,
shall not, terminate this lease or entitle Tenant to surrender the demised
premises or entitle Tenant to any abatement of or reduction in the rent payable,
or otherwise affect the respective obligations of the parties hereto. If the use
of the demised premises for any purpose should, at any time during the term of
this lease, be prohibited by law or ordinance or other governmental regulation,
or prevented by injunction, this lease shall not be thereby terminated, nor
shall Tenant be entitled by reason thereof to surrender the demised premises, o
to any abatement or reduction in rent, nor shall the respective obligations of
the parties hereby be otherwise affected unless such eviction is due to the act
of Landlord or any person or persons claiming any interest in the demised
premises by or under Landlord.
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ARTICLE XIII.
Assignment and Subletting
Section 13.1. Requirements. Tenant shall not assign this lease or any
interest hereunder without the prior written consent of Landlord Tenant shall
not sublet or permit the use or occupancy of the demised premises or any part
thereof by anyone other then Tenant without the prior written consent of
Landlord. No assignment or subletting shall relieve Tenant of its obligations
hereunder, and Tenant shall continue to be liable as a principal and not as a
guarantor or surety, to the same extent as though no assignment or sublease had
been made, unless specifically provided to the contrary in Landlord's consent.
Consent by Landlord pursuant to this Article shall not be deemed, construed or
held to be consented to any additional assignment or subletting, but each
successive act shall require similar consent of the Landlord. Landlord shall be
reimbursed by Tenant for any costs or expense incurred pursuant to any request
by Tenant for approval to any such assignment or subletting.
Section 13.2. Transfer of Tenant's Interest. Tenant shall not allow or
permit any transfer of this lease, or any interest hereunder, by operation of
law or otherwise, or convey, mortgage, pledge or encumber this lease or any
interest hereunder.
Section 13.1. Transfer of Landlord's Interest. Notwithstanding anything
in this lease to the contrary, Tenant acknowledges that Landlord has the right
to transfer Landlord's interest in the Premises and in this lease (including,
without limitation, the transfer of such interest to a trust), in whole or in
part, at any time during the lease term.
ARTICLE XIV.
Indemnity for Litigation
Tenant covenants and agrees that in case Landlord shall without fault
on its part be made a party to any litigation commenced by or against Tenant,
then Tenant shall pay all costs and expenses; including reasonable attorneys'
fees, incurred by or imposed on the Landlord by or in connection with such
litigation; and also shall pay all costs and expenses, including attorneys'
fees, which may be incurred by Landlord in enforcing any of the covenants and
agreements of this lease, and all such costs, expenses and attorneys' fees
shall, if paid by Landlord herein, be so much additional rent due on the next
rent date after such payment or payments, together with interest at the lease
interest rate from the date of payment.
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ARTICLE XV.
Estoppel Certificate
Tenant agrees at any time and from time to time, upon not less than ten
(10) days prior written request by Landlord, to execute, acknowledge and deliver
to Landlord, or Landlord's mortgagee, a statement in writing certifying that
this lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified, and
stating the modifications), the date to which the rental and other charges have
been paid in advance, if any, and further providing such other reasonable
information requested by Landlord's mortgagee, assignee of such mortgage, or any
prospective purchaser of the fee, if being intended that any such statement
delivered pursuant to this Article XVI may be relied upon by any such
prospective purchase, mortgagee or assignee.
ARTICLE XVI
Condition and Inspection of Premises
Section 16.1. No Representations. Tenant acknowledges that it has
inspected the demised premises and finds them to be in and acknowledges that
Landlord has made no representations to Tenant as to the condition, safety,
fitness for use; or state of repair thereof.
Section 16.2. Inspections. Tenant agrees to permit Landlord and any
authorized representative of Landlord, to enter the demised premises at all
reasonable times during business hours for the purpose of inspecting the same.
Any such inspections shall be solely for Landlord's purposes and may not be
relied upon by Tenant or any other person, nor shall such inspection constitute
a waiver by Landlord or any of Tenant's obligations under this lease.
Section 16.3. Access. Tenant agrees to permit Landlord and any
authorized representative of Landlord to enter the demised premises at all
reasonable times during business hours to exhibit the same for the purpose of
sale, mortgage or lease, and during the final year of the term hereof Landlord
may display on the demised premises the usual "For Sale" or "For Rent'1 signs
ARTICLE XVII.
Fixtures
Section 17.1. Ownership of Fixtures. All buildings and
14
improvements and all plumbing, heating, lighting, electrical and
air-conditioning fixtures and equipment, and other articles of personal property
used in the operation of the demised premises (as distinguished from operations
incident to the business of Tenant), whether or not attached or affixed to the
demised premises (hereinafter referred to as "building fixtures"), shall be and
remain a part of the demised premises and shall constitute the property of
Landlord following the termination of this lease.
Section 17.2. Tenant's Equipment. All of Tenant's trade fixtures and
all personal property, fixtures, apparatus, machinery and equipment now or
hereafter located upon the demised premises, other than building fixtures as
defined in Section 18.1 hereof, shall be and remain the personal property of
Tenant, and the same are herein referred to as "Tenant's equipment."
Section 17.3. Removal of Equipment Tenant's equipment may be removed
from time to time by Tenant, provided, however, that if such removal shall
injure or damage the demised premises, Tenant shall repair the damage and place
the demised premises in substantially the same condition as it would have been
if such equipment had not been installed, ordinary wear and tear excepted.
ARTICLE XVIII.
Default
Section 18.1 Events of Default. Tenant agrees that any one or more of
the following events shall be considered events of default as said term is used
herein:
(a) If an order, judgment or decree shall be entered by any court
adjudicating the Tenant a bankrupt or insolvent or approving a petition seeking
reorganization of the Tenant or appointing a receiver, trustee or liquidator of
the Tenant or of all or a substantial part of its assets, and such order,
judgment or decree shall continue unstated and in effect for any period of sixty
(60) days; or,
(b) Tenant shall file an answer admitting the material allegations of a
petition filed against the Tenant in any bankruptcy, reorganization or
insolvency proceeding or under any laws relating to the relief of debtors,
readjustment of indebtedness, reorganization, extension; or, arrangements,
composition; or,
(c) Tenant shall make any assignment for creditors or shall apply for
or consent to the a receiver, trustee or liquidator of
15
Tenant, assets of Tenant; or,
(d) Tenant shall file a voluntary petition in bankruptcy, or admit in
writing its inability to pay its debts as they come due, or file a petition or
an answer seeking reorganization or arrangement with creditors or take advantage
of any insolvency law; or,
(e) A decree or order appointing a receiver or the property of Tenant
shall be made and such decree or order shall not have been vacated within sixty
(60) days from the date of entry or granting thereof; or,
(f) Tenant shall vacate the demised premises or abandon the same during
the term hereof; or,
(g) Tenant shall default in any payment of rent or other payment
required to be made by Tenant hereunder when due as herein provided; or,
(h) Tenant shall repeatedly be late in the payment of rent or other
charges required to be paid hereunder or shall repeatedly default in the
keeping, observing, or performing of any other covenants or agreements herein
contained to be kept, observed or performed by Tenant; or,
(i) Tenant shall be in default in the performance or compliance with
any of the agreements, terms, covenants or conditions in this lease other than
those referred to in the foregoing paragraphs (a) through (h) of this Section
for a period of twenty (20) days after written notice from Landlord to Tenant
specifying the items in default.
Section 18.2. Remedies. Upon the occurrence of any one or more of such
events of default, Landlord may at its election terminate this lease or
terminate Tenant's right to possession only, without terminating this lease.
Upon termination of this lease, whether by lapse of time or otherwise, or upon
any termination of Tenant's right to possession without termination or this
lease, Tenant shall surrender possession and vacate the demised premises
immediately, and deliver possession thereof to the Landlord. Tenant hereby
grants to Landlord full and free license to enter into and upon the demised
premises in such event, with or without process of law, and to repossess
Landlord of the demised premises as of Landlord's former estate and to expel or
remove Tenant and any others who may be occupying or within the demised premises
and to remove any and all property therefrom, using such force as may be
necessary, without being deemed in any manner guilty of trespass, eviction or
forcible
16
entry or detainer or conversion of property and without relinquishing the
Landlord's rights to rent or any other right given to Landlord hereunder or by
operation of law. Tenant expressly waives the service of any demand for the
payment of rent or for possession and the service of any notice of Landlord's
election to terminate this lease or to re-enter the demised premises, including
any and every form of demand and notice prescribed by any statute or other law,
and agrees that the simple breach of any covenant or provision of this lease by
Tenant shall, of itself, without the service of any notice or demand whatsoever,
constitute a forcible detained by Tenant of the demised premises within the
meaning of the statutes of Illinois.
Section 18.3. Abandonment or Termination of Possession. If Tenant
abandons the demised premises or if Landlord elects to terminate Tenant's right
to possession only, without terminating the lease pursuant to a right granted to
Landlord hereunder, Landlord may, at Landlord's option, enter into the demised
premises, remove Tenants signs and other evidences of tenancy and take and hold
possession thereof as in this Section provided, without such entry and
possession terminating the lease or releasing Tenant, in whole or in part, from
Tenant's obligation to pay the rent hereunder for the full term. In any such
case, Tenant shall pay forthwith to Landlord, if Landlord so elects, in lieu of
making the regular payments of rent required hereunder, a sum equal to
Landlord's Damages (hereinafter defined) in payment of the damages Landlord
incurred by reason of Tenant's default. As used herein, "Landlord's Damages"
shall mean the sum of (i) the present value of the Base Rent and additional rent
specified in this lease for' the residue of the stated term following
termination of the lease or of Tenant's rights to possession less the present
value of fair market rental value of the demised premises for such residue and
(ii) any other sums then due to Landlord hereunder. In calculating the amount of
Landlord's damages (x) present value shall be computed on the basis of a
discount of ten percent (l0~) per year and (y) the additional rent due Landlord
for the rest of the lease term shall be deemed to equal the additional rent
payable for the last calendar year of the lease term prior to termination of
this lease or of Tenant's right to possession (or the additional rent which
would have been paid for the calendar year in which such termination occurred,
if no additional rent had previously been paid).
Section 18.4. Reletting. Upon and after entry into possession without
termination of the lease, Landlord may, but need not, relet the demised premises
or any part thereof for the account or Tenant to any person, firm or corporation
other than Tenant for such rent1 for such time and upon such terms as
17
Landlord in Landlord's sole discretion shall determine. Landlord shall not be
required to accept any tenant offered by Tenant or to observe any instructions
given by Tenant about such reletting. In any such case, Landlord may make
repairs, alterations and additions in or to the demised premises and redecorate
the same to the extent deemed by Landlord necessary or desirable. Tenant shall,
upon demand, pay the cost thereof, together with Landlord's expenses of the
reletting.
Section 18.5. Deficiencies. If Landlord has not elected to collect
Landlord's Damages and if the consideration collected by Landlord upon any such
reletting for Tenant's account is not sufficient to Day monthly the full amount
of the Base Rent and additional rental reserved in this lease, together with,
the costs of repairs, alterations, additions, redecorating, leasing commissions,
and Landlord's other costs and expenses of regaining possession and reletting
the demised premises, Tenant shall pay to Landlord the amount of each monthly
deficiency upon demand.
Section 18.6. Removal of Property. Any and all property which may be
removed from the demised premises by Landlord pursuant to the authority of this
lease or of law, to which Tenant is or may be entitled, may be handled, removed
or stored in a commercial warehouse or otherwise by Landlord at Tenant's risk,
cost and expense and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereon Tenant shall pay to Landlord, upon demand,
any and all expenses incurred in such removal and all storage charges against
such property so long as the same shall be in Landlord's possession or under the
Landlord's control. Any such property of Tenant not removed from the demised
premises or retaken from storage by Tenant within thirty (30) days after the end
of the term, however terminated, shall be conclusively presumed to have been
abandoned by Tenant.
ARTICLE XIX.
Landlord's Performance of Tenant's Covenants
Should Tenant at any time fail to do any act or make any payment
required to be done or made by it under the provisions of this lease, Landlord,
at its option, may (but shall not be required to) do the same or cause the same
to be done, and the amounts paid by Landlord in connection therewith shall be so
much additional rent due on the next rent date after such payment, together with
interest at the lease interest rate from the date of payment by Landlord.
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ARTICLE XX.
Exercise of Remedies
Section 20.1. Cumulative Remedies. No remedy contained herein or
otherwise conferred upon or reserved to Landlord, shall be considered exclusive
of any other remedy, but the same shall be cumulative and shall be in addition
to every other remedy given herein or now hereafter existing at law or in equity
or by statute, and every power and remedy given by this lease to Landlord may be
exercised from time to time and as often as occasion may arise or as may be
deemed expedient. No delay or omission of Landlord to exercise any right or
power arising from any default, shall impair any such right or power or shall be
construed to be a waiver of and such default or an acquiescence therein.
Section 20.2. Waivers. No waiver or any breach of any of the covenants
of this lease shall be construed, taken or held to be a waiver of any other
breach or waiver, acquiescence in or consent to any further or succeeding breach
of the same covenant. The acceptance by Landlord of any payment of rent or other
charges hereunder after the termination by Landlord of this lease or of Tenant's
right to possession hereunder shall not, in the absence of agreement in writing
to the contrary by Landlord, be deemed to restore this lease or Tenant's right
to possession hereunder, as the case may be, but shall be construed as a payment
on account and not in satisfaction of damages due from Tenant to Landlord.
Section 20.3. Anticipatory Breach. In the event of any breach or
threatened breach by Tenant of any of the agreements, terms, covenants or
conditions contained in this lease, Landlord shall be entitled to enjoin such
breach or threatened breach and shall have the right to invoke any right and
remedy allowed at law or in equity or by statute or otherwise as though
re-entry, summary proceedings, and other remedies were not provided for in this
lease.
ARTICLE XXI.
Subordination to Mortgages
At the option of any mortgagee of Landlord, this lease shall be subject
and subordinate to any first mortgage or deed of trust now or hereafter placed
upon the demised premises; provided, however, that the mortgagee or beneficiary
under such deed of trust agrees in writing with Tenant or adequate provision is
made in such mortgage or deed of trust, so that regardless of any default or
breach under such mortgage or deed of trust or of any possession or sale of the
whole or any part of the demised
19
premises under or through such mortgage or deed of trust, this lease and
Tenant's possession shall not be disturbed by the mortgagee or beneficiary or
any other party claiming under or through such mortgage or deed of trust;
provided, however, that Tenant shall continue to observe and perform Tenant's
obligations under this lease and pay rent to whomsoever may be lawfully entitled
to same from time to time. Tenant hereby agrees to execute, if same is required,
any and all instruments in writing which may be requested by Landlord to
subordinate Tenant's rights acquired by this lease to the lien of any such
mortgage or deed of trust, all as aforesaid. Tenant agrees to adorn to any
mortgagee subsequently encumbering the demised premises, and to any party
acquiring title to the demised premises, by judicial foreclosure or a trustee's
sale, as the successor to Landlord hereunder.
ARTICLE XXII.
Indemnity and Waiver
Section 22.1. Indemnity. Tenant will protect, indemnify and save
harmless Landlord (if Landlord is a trust or a trustee, the term "Landlord" for
the purpose or this Article XXIII, shall include the trustee, its agents, its
beneficiary or beneficiaries and their agents) from and against all liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses
(including without limitation, reasonable attorneys' fees and expenses) imposed
upon, incurred by or asserted against Landlord by reason of: (a) any accident,
injury to or death of persons or loss of or damage to property occurring on or
about the demised premises or any part thereof or the adjoining properties,
sidewalks, curbs, streets or ways, or resulting from any act or omission of
Tenant or anyone claiming by, through or under Tenant; (b) any failure on the
part of Tenant to perform or comply with any of the terms of this lease; or (c)
performance of any labor or services or the furnishing of any materials or other
property in respect of the demised premises or any part thereof. In case any
action, suit or proceeding is brought against Landlord by reason of any such
occurrence, Tenant will, at Tenant's sole expense, resist and defend such
action, suit or proceeding, or cause the same to be resisted and defended.
Section 22.2. Tenant Waiver. Tenant waives all claims it may have
against Landlord and Landlord's agents for damage or injury to person or
property sustained by Tenant or any persons claiming through Tenant or by any
occupant of the demised premises, or by any other person, resulting from any
part of the demised premises or any of its improvements, equipment or
appurtenances becoming out of repair, or resulting from any
20
accident on or about the demised premises or resulting directly or indirectly
from any act or neglect of any person, including Landlord, to the extent
permitted by law. This Section 23.2 shall include, but not by way of limitation,
damage caused by water, snow, frost, steam, excessive heat or cold, sewage, gas,
odors, or noise, or caused by bursting or leaking of pipes or plumbing fixtures,
and shall apply equally whether any such damage results from the act or neglect
of Tenant or of any other person, including Landlord to the extent permitted by
law, and whether such damage be caused or result from any thing or circumstance
whether of a like nature or of a wholly different nature. All personal property
belonging to Tenant or any occupant of the demised premises that is in or on any
part of the demised premises shall be there at the risk of Tenant or of such
other person only, and Landlord shall not be liable for any damage thereto or
for the theft or misappropriation thereof.
ARTICLE XXIII.
Surrender
Section 23.1. Surrender of Possession. Upon the termination of this
lease whether by forfeiture, lapse of time or otherwise, or upon the termination
of Tenant's right to possession of the demised premises1 Tenant will at once
surrender and deliver up the demised premises, together with all improvements
thereon, to Landlord, broom clean, in good order, condition and repair,
reasonable wear and tear excepted. "Broom clean" means free from all debris,
dirt, rubbish, personal property of Tenant, oil, grease, tire tracks or other
substances, inside and outside of the building and on the grounds comprising the
demised premises. Any damage caused by removal of Tenant from the demised
premises, including any damage caused by removal of Tenant's equipment as herein
defined, shall be repaired and paid for by Tenant prior to the expiration of the
lease term. In the event any improvements or Tenant's fixtures are removed by
Tenant after the expiration of the lease term, Tenant shall pay rent until such
improvements and fixtures are removed.
All additions, hardware, and improvements, temporary or permanent, In
or upon the demised premises placed there by Tenant shall become Landlord's
property and shall remain upon the demised premises upon such termination of
this lease by lapse of time or otherwise, without compensation or allowance or
credit to Tenant, unless Landlord requests their removal. If Landlord so
requests removal of said additions, hardware, or improvements and Tenant does
not make such removal by the termination of this lease, or within ten (10) days
after such request, whichever is later, Landlord may remove the same and deliver
the same to any
21
place of business of Tenant or warehouse and Tenant shall pay the cost of such
removal, delivery and warehousing to Landlord on demand.
Section 23.2. Removal of Equipment Upon the termination of this lease
by lapse of time, Tenant may remove Tenant's equipment provided, however, that
Tenant shall repair any injury or damage to the demised premises which may
result from such removal. If Tenant does not remove Tenant's equipment from the
demised premises prior to the end of the lease term, however ended, Landlord
may, at its option, remove the same and deliver the same to any other place of
business of Tenant or warehouse, and Tenant shall pay the cost of such removal
(including the repair of any injury or damage to the demised premises resulting
from such removal), delivery and warehousing to Landlord on demand, or Landlord
may treat Tenant's equipment as having been conveyed to Landlord with this lease
as a Xxxx of Sale, without further payment or credit by Landlord to Tenant.
Section 23.3. Holdover. Any holding over by Tenant of the demised
premises after the expiration of this lease shall operate and be construed to be
a tenancy from month to month only, at the same monthly rate of rent then in
effect and other charges payable hereunder for the lease term, and upon all of
the other covenants and agreements contained in this lease. If Tenant continues
to hold over after a written demand by Landlord for possession at the expiration
of this lease or after termination by either party of a month-to-month tenancy
created pursuant to this Section, or after termination of the lease or of
Tenant's right to possession pursuant to any other section hereof, Tenant shall
Day monthly rental at a rate equal to double the rate of rent payable hereunder
immediately prior to the expiration or other termination of the lease or
Tenant's right to possession and all other reasonable damages sustained by
Landlord resulting from Tenant's possession of the demised premises, or any part
thereof. Nothing contained in this Section 24.3 shall be construed to give
Tenant the right to hold over at any time, and Landlord may exercise any and all
remedies at law or in equity to recover possession of the demised premises, as
well as any damages incurred by Landlord due to Tenant's failure to vacate the
demised premises and deliver possession to Landlord as herein provided.
ARTICLE XXIV.
Covenant of Quiet Enjoyment
Landlord agrees that at all times when Tenant is not in default under
the terms of and during the term of this lease,
22
Tenant's quiet and peaceable enjoyment of the demised premises shall not be
disturbed or interfered with by Landlord or by any person claiming by, through
or-under Landlord.
ARTICLE XXV.
Short Form lease
This lease shall not be recorded, but the parties agree, at the request
of either of them, to execute a Short Form lease for recording and containing
the names of the parties, the legal description and the term of this lease.
23
ARTICLE XXVI.
Notices
All notices to or demands upon Landlord or Tenant desired or required
to be given under any of the provisions hereof, shall be in writing. Any notices
or demands from Landlord to Tenant shall be deemed to have been duly and
sufficiently given if delivered by hand to the party to whose attention it is
directed or if mailed by United States registered or certified mail in an
envelope properly stamped and addressed to 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 or at such other address as Tenant may theretofore have furnished
by written notice to Landlord, and any notices or demands from Tenant to
Landlord shall be deemed to have been duly and sufficiently given if delivered
by hand to the party to whose attention it is directed or if mailed by United
States registered or certified mail in an envelope properly stamped and
addressed to Landlord at 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or
at such other address as Landlord may theretofore have furnished by written
notice to Tenant. The effective date of such notice shall be three (3) days
after delivery of the same to the United States Post Office for mailing.
ARTICLE XXVII.
Covenants Binding Upon Successors and Assigns
Section 27.1. Binding Effect All of the covenants, agreements,
conditions, and undertakings in this lease contained shall extend and inure to
and be binding upon the heirs, executors, administrators, successors, and
assigns of the respective parties hereto, the same as if they were in every case
specifically named, and whenever in this lease reference is made to either of
the parties hereto, it shall be held to include and apply to, wherever
applicable, the heirs, executors, administrators, successors and assigns of such
party. Nothing herein contained shall be construed to grant or confer upon any
person or persons, firm, corporation or governmental authority, other than the
parties hereto, their heirs, executors, administrators, successors and assigns,
any right, claim or privilege by virtue of any covenant, agreement, condition or
undertaking in this lease contained.
Section 27.2. Successor Landlord. The term "Landlord" as used in this
lease, so far as covenants or obligations on the part of Landlord are concerned,
shall be limited to mean and include only the owner or owners at the time in
question of the fee of the demised premises, and in the event of any transfer of
24
the title to such fee, the Landlord herein named (and in case of any subsequent
transfers or conveyances, the then grantor) shall be automatically freed and
relieved, from and after the date of such transfer or conveyance, of all
personal liability as respects the performance of any covenants or obligations
on the part of Landlord contained in this lease thereafter to be performed;
provided that any funds in the hands of such Landlord or the then grantor at the
time-of such transfer, in which Tenant has an interest, shall be turned over to
the grantee, and any amount then due and payable to Tenant by Landlord or the
then grantor under any provisions of this lease, shall be paid to Tenant.
ARTICLE XXIII
Time of Essence:
Time is of the essence of this lease, and all provisions herein
relating thereto shall be strictly construed.
ARTICLE XXIX
Americans With Disabilities Act
The parties acknowledge that the Americans with Disabilities Act of
1990 (42 X.X.X. xx0x0x et seq.) And regulations and guidelines promulgated
thereunder, as all of the same may be amended and supplemented from time to time
(collectively referred to herein as the "ADA") establish requirements for
business operations, accessibility and barrier/removal, and that such
requirements may or may not apply to the Premises depending on, among other
things: (1) whether Tenant's business is deemed a "public accommodation" or a
"commercial facility", (2) whether such requirements are "readily achievable",
and (3) whether a given alteration affects a "primary function area" or triggers
"path of travel" requirements. The parties hereby agree that Tenant shall
perform any required ADA Title III compliance in the Premises, including any
leasehold improvements or other work to be performed in the Premises under or in
connection with this lease, and Landlord may perform, or require that Tenant
perform, and Tenant shall be responsible for the cost of, ADA Title III "path of
travel" requirements triggered by alterations in the Premises. Tenant shall be
solely responsible for requirements under Title I of the ADA relating to
Tenant's employees.
25
ARTICLE XXX
Miscellaneous
Section 30.1. Cautions. The captions of this lease are for convenience
only and are not to be construed as part of this lease and shall not be
construed as defining or limiting in any way the scope of intent of the
provisions hereof.
Section 30.2. Partial Invalidity. If any covenant, agreement or
condition of this lease or the application thereof to any person, firm or
corporation or to any circumstances, shall to any extent be invalid or
unenforceable, the remainder of this lease, or the application of such covenant,
agreement or condition to persons, firms or corporations or to circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby. Each covenant, agreement or condition of this lease shall be
valid and enforceable to the fullest extent Permitted by law.
Section 30.3. Governing Law. This lease shall be construed and enforced
in accordance with the laws of the State of Illinois.
Section 30.4. Modification: None of the covenants, terms or conditions
of this lease, to be kept and performed by either a party, shall in-any manner
be altered, waived, modified, changed or abandoned, except by a written
instrument duly signed, acknowledged and delivered by the party against which
enforcement of such modification, waiver, amendment, discharge or chance is
sought.
Section 30.5. Relationship of the Parties. Nothing contained herein
shall be deemed or construed by the parties hereto, nor by any third party; as
creating the relationship of principal and agent or of partnership, or of joint
venture by the parties hereto, it being understood and agreed that no provision
contained in this lease nor any acts of the parties hereto shall be deemed to
create any relationship other than the relationship of Landlord and Tenant.
Section 30.6. Brokers. Tenant warrants that it has had no dealings with
any real estate broker and Tenant covenants to pay, hold harmless and indemnify
Landlord from and against any and all cost, expense or liability for any
compensation, commissions and charges claimed by any broker or other agent with
respect to this lease or the negotiation thereof.
Section 30.7. Lesser Payments. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly rent herein stipulated shall be
deemed to be' other than on account of the earliest stipulated rent, nor shall
any endorsement or statement on any check or any letter accompanying any check
or
26
payment as rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this lease provided.
Section 30.8. Lease Interest Rate. The term "lease interest
rate", when used herein, shall be 12oo per annum.
Section 30.9. Entire Agreement. All understandings and agreements
heretofore had between the parties hereto are merged into this lease, which
alone fully and completely expresses their agreement, and which is entered into
after full investigation, neither party relying on any statement or
representation not embodied in this lease, made by the other.
27
This Lease has been executed as of the date first written above.
LANDLORD:
ALARON DEVELOPMENT, L.L.C.
By: ____________________________________
Xxxxxx X. Xxxxxxxxx, member
TENANT:
ALARON TRADING CORPORATION
By: ___________________________________
Xxxxxx X. Xxxxxxxxx, President
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