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EXHIBIT 10.7
THIS LEASE made and entered into this 21 day of
December, 1994, between LA SALLE BANK NORTHBROOK, TRUST NO.
001666-00, hereinafter called LESSOR, party of the first
part, and SUCCESS NATIONAL BANK, a national banking
corporation, hereinafter called LESSEE, party of the second
part.
WITNESSETH
That LESSOR for and in consideration of the covenants
and agreements hereinafter set forth to be kept and
performed by the LESSEE, demises and leases to the LESSEE,
and the LESSEE does hereby take, accept and rent from the
LESSOR, the premises hereinafter described for the period at
the rental and upon the terms and conditions hereinafter set
forth.
DEMISED 1. The premises demised and leased hereunder is
PREMISES designated 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
and consists of a store on the first floor of demised
premises approximately 1950 square feet on the first floor
and a 30 to 40 car parking lot to be shared by the various
tenants in the building containing demised premises. The
front vestibule which provides access to the balance of the
first floor and to the second floor apartments is not part
of demised premises.
TERM OF LEASE; 2. The term of this lease shall commence as set forth
OPTION TO in Rider hereto and shall expire on November 30, 1997,
RENEW unless sooner terminated as hereinafter provided, subject
to the renewal option per Paragraph 12 of Rider hereto.
LEASE 3. The term "Lease Year" means a period of twelve (12)
YEAR full consecutive calendar months commencing on the date set
forth in Paragraph 2 above. Subsequent Lease Years shall run
consecutively, each commencing upon an anniversary of the
commencement of the first Lease Year.
PAYMENT 4. LESSEE hereby covenants and agrees to pay rent to
OF LESSOR, which said rent shall be in the form of "fixed
RENT minimum rent" as hereinafter provided. The payment of said
fixed minimum rent shall begin as set forth in Rider hereto.
Said rent shall be paid to the order of XXXX X. XXXXX, XX.
at 0000 Xxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxxx 00000, or at such
other place or to such other person as LESSOR may from time
to time in writing designate.
FIXED 5. LESSEE shall pay to LESSOR a fixed minimum rent for
MINIMUM the initial term of this Lease in the amount of $2,700.00
RENT per month, due and payable in advance on the first day of
TWO (2) each and every calendar month of each Lease Year, or for any
MONTHS fractional Lease Year during such Lease term, or for any
FREE fractional calendar month therein; the fixed minimum rent
RENT herein provided for a full Lease Year or for the installment
for each full calendar month shall be payable in advance and
on a proportionate basis.
(a) Said $2,700.00 per month fixed minimum rent shall
not be due and/or payable for a period of two (2) months
from the date LESSEE begins construction per paragraph 2
and/or 6 of Rider hereto.
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CONDITION 6. Except with respect to the matters set forth in
OF Paragraph 7 of the Rider hereto, LESSOR or LESSOR'S agents
PREMISES have made no representation or promises with respect to the
demised premises, the equipment therein or the building of
which demised premises form a part except as herein
expressly set forth. The taking possession of the demised
premises by LESSEE shall be conclusive evidence as against
LESSEE, that the LESSEE accepts same "as is" and that said
premises, equipment and that portion of said building in
which demised premises are located were in good and
satisfactory condition as of the time of such possession.
USE OF 7. The demised premises shall be used and occupied by
PREMISES LESSEE for its banking business and for no other purpose and
such use and occupancy shall be in compliance with all
applicable laws, ordinances and governmental regulations.
LESSEE agrees to open for business on the day set forth
herein and to operate 100% of the leased premises during the
term of this Lease, during regular and customary hours for
such type of business and on all business days, unless
prevented from doing so by causes beyond LESSEE'S control,
such as strikes, fire or casualty, and to conduct its
business at all times in a reputable manner, which agreement
shall have no force or effect upon or modify the above
definition of a Lease Year.
LESSEE shall not use the sidewalks adjacent to the
leased premises, or other parts of the common areas, for
business purposes except ingress and egress without the
written consent of LESSOR. The leased premises shall not be
used in any manner that is not in accordance with any
requirement of law or of any public authority. No auction,
fire, bankruptcy or closing-out sales shall be conducted in
the leased premises without the advance written consent of
the LESSOR. LESSEE will not use or permit the use of the
premises in any such manner that will tend to create a
nuisance or tend to unnecessarily disturb other tenants or
occupants of the property containing demised premises.
CARE OF 8. LESSEE shall, at its expense, keep the leased
PREMISES; premises, including, but not limited to, the glass interior
PLATE GLASS windows of demised premises and signs used by it in a clean,
INSURANCE safe and sanitary condition; keep sidewalks free from waste
and debris; conform to applicable laws, ordinances,
regulations and codes; store in rat-proof receptacles and
remove daily all trash, waste, sewage and garbage; and, on
LESSOR'S request remove any encroachments maintained or
authorized by it on any common area without LESSOR'S written
consent. Without such written consent, which shall not be
unreasonably withheld, LESSEE shall not xxxx, paint, drill,
deface, injure, waste, damage or alter the leased premises;
conduct business so as to constitute a nuisance to other
LESSEES or occupants; burn trash or garbage within the
center; sweep any sweepings into the parking lot or other
common area; display merchandise on or about the common area
or the premises of other LESSEES or occupants; overload any
floor or facility; make any structural alterations except as
provided in this Lease; throw foreign substances in plumbing
facilities or
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use the same for any purpose other than for which
constructed.
LESSEE agrees to replace all of aforesaid interior
glass that is broken in any manner whatsoever, the LESSEE
assuming all responsibility for the glass in the premises
herein demised, and to cause such liability to be protected
by plate glass insurance policy or certificate showing such
insurance in force with LESSOR as an additional insured
thereunder during the term of this LEASE.
REPAIRS; 9.(a) The leased premises shall at all times be kept by
MAINTENANCE; LESSEE at its own expense in good order, condition and
SERVICE repair and in accordance with all laws, directions, rules
CONTRACTS and regulations of regulatory bodies or officials having
jurisdiction in that regard. LESSEE'S obligations to keep
the premises in good repair shall include, but not be
limited to, repair, maintenance and servicing of the
plumbing, sewage, heating, air conditioning and ventilating
systems (subject to the provisions of the Rider hereto
pertaining to the HVAC system), electrical systems, fixtures
and equipment, and interior walls, exterior doors and door
closures and hardware, meters, flues and flue pipes, ceiling
and floor covering in the leased premises, irrespective of
the ownership of any of these items of equipment. If LESSEE
refuses or neglects to commence repairs within ten (10) days
after written demand, or adequately to complete such repairs
within a reasonable time thereafter, LESSOR may make the
repairs without liability to LESSEE for any loss or damage
that may accrue to LESSEE'S stock or business by reason
thereof, and if LESSOR makes such repairs, LESSEE shall pay
to LESSOR, on demand, as additional rent, the costs thereof.
(b) LESSEE shall enter into contracts with contractors
approved by LESSOR for the servicing each Spring and Fall of
the air conditioning, ventilating and heating systems, which
approval shall not be unreasonably withheld, and shall
furnish LESSOR with reasonably adequate reports that
inspections have been made by such contractor and that
LESSEE has complied with the recommendations in such reports
contained. Should LESSEE fail to comply with the
requirements of this provision, LESSOR may undertake the
obligations and if LESSOR does so, LESSEE shall pay to
LESSOR on demand, as additional rent, the costs thereof.
(c) In the event that the costs of the repairs to the
heating, ventilating and air conditioning systems (HVAC)
exceeds the amounts for which LESSEE is responsible and
liable under Paragraph 8 of the Rider hereto, then and in
that event, LESSOR shall be responsible and liable for the
payment of said excess amount and to cause the repairs to be
completed within a reasonable period of time. In the event
that LESSEE must cause said repairs to be completed at its
own expense either because LESSOR does not comply herewith
or because of an emergency, then and in either of said
events, LESSEE shall be entitled to repayment from LESSOR
for aforesaid excess amount.
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LIABILITY; 10. LESSEE shall not carry any stock of goods or do
INSURANCE anything in or about the leased premises which will in any
way impair or invalidate the obligation of any policy of
insurance on or in reference to the leased premises or the
building in which the leased premises are situated. LESSEE
shall keep in full force and effect at its expense a policy
or policies of public liability insurance with respect to
the leased premises and the business of the LESSEE written
by an insurance company or companies acceptable to LESSOR,
on terms approved in writing by LESSOR, in which both LESSOR
and LESSEE shall be named insureds and in which both LESSEE
and LESSOR shall be adequately covered under reasonable
limits of liability not less than $1,000,000.00 for injury
or death to any one person; and $2,000,000.00 for injury or
death to more than one person; and $1,000,000.00 with
respect to damage to property. Said policies shall contain
provisions prohibiting cancellation without at least thirty
(30) days' written notice to LESSOR. LESSEE shall furnish
LESSOR with certificates or other acceptable evidence that
such insurance is in effect and containing appropriate
provisions respecting notice of cancellation. Said liability
policies shall cover specifically any and all contractural
liability undertaken by LESSEE as in the within Lease set
forth.
LESSEE agrees that it will at all times during the
leased term maintain in force on all of its fixtures and
equipment in the premises a policy or policies of fire
insurance with a standard extended coverage endorsement
attached to the extent of at least eighty percent (80%) of
their insurable value, the proceeds of which will, so long
as this Lease is in effect, be used for the repair or
replacement of the fixtures and equipment so insured. It is
understood that LESSOR shall have no interest in the
insurance upon LESSEE'S equipment and fixtures, and will
sign all documents necessary or proper in connection with
the settlement of any claim or loss by LESSEE. LESSEE shall
provide LESSOR with copies or certificates of all said
policies.
COVENANTS 11. LESSEE shall indemnify and hold LESSOR harmless
TO HOLD from and against any expense or liability arising from
HARMLESS; damage to any person or property in or upon the leased
LIENS premises, sidewalks adjoining same designated for LESSEE'S
use, including, but not limited to, the person and property
of LESSEE, its employees and all persons in the building at
its or their invitation. All property kept, stored or
maintained in the leased premises shall be so kept, stored
or maintained at the sole risk of the LESSEE. LESSEE agrees
to pay all sums of money in respect of any labor, services,
materials, supplies or equipment furnished or alleged to
have been furnished to LESSEE in or about the leased
premises and do all that is necessary to avoid any
mechanic's, materialman's or other liens against the leased
premises or against the LESSOR'S interest therein. LESSEE
shall furnish LESSOR with contractors' affidavits and full
and final waivers of liens and receipted bills covering all
labor and materials expended and used in or about the leased
premises by or at the request of LESSEE as set forth in
Rider hereto. If so requested by LESSOR, LESSEE shall
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furnish a letter of credit written by an independent banking
or lending institution which is not a subsidiary of,
directly affiliated with or a part of LESSEE, in an amount
sufficient to protect LESSOR against any mechanics' lien
claims for any labor, services, materials, supplies or
equipment furnished or alleged to have been furnished to
LESSEE in or about the leased premises. LESSOR shall have the
right to post and maintain on the leased premises notices of
non-responsibility as may be permitted by State law.
DELIVERIES 12. All loading and unloading and all removal of
garbage and refuse shall be made through the rear of demised
premises.
ASSIGNMENT 13. LESSEE agrees not to sell, assign, mortgage,
OR pledge, or in any manner transfer this Lease or any estate
SUBLETTING or interest thereunder and not to sublet the leased premises
or any part or parts thereof and not to permit any licensee
or concessionaire therein without the previous written
consent of LESSOR in each instance, which consent shall not
be unreasonably withheld. Consent by LESSOR to one
assignment of this Lease or to one subletting of the leased
premises shall not be a waiver of LESSOR'S rights under this
article as to any subsequent assignment or subletting.
LESSOR'S rights to assign this Lease are and shall remain
unqualified.
In addition, LESSEE shall not allow or permit any
transfer of this Lease or any interest under it, or any lien
upon LESSEE'S interest by operation of law, without first
obtaining written consent of LESSOR, which consent shall not
be unreasonably withheld, and any such transfer, lien,
assignment or subletting not so consented to by LESSOR at
LESSOR'S option shall be invalid and of no force or effect
whatsoever.
Any such subleasing or assignment, even with the
approval of the LESSOR, shall not relieve LESSEE from
liability for payment of the rental herein provided or from
the obligation to keep and be bound by the terms, conditions
and covenants of this Lease. The acceptance of rent from any
other person shall not be deemed to have waived any of the
provisions of this article or to be a consent to the
assignment of this Lease or subletting of the demised
premises. This paragraph shall be binding upon the
executors, administrators and personal representatives of
LESSEE.
RIGHT TO 14. LESSOR reserves the right to enter upon the leased
INSPECT premises at reasonable hours to inspect the same, or to make
PREMISES repairs, additions or alterations to the leased premises or
other property, or to exhibit the premises to prospective
tenants, purchasers, or others, to enter at any time in the
event of an emergency and to display during the last ninety
(90) days of the term, without hindrance or molestation by
LESSEE, "For Rent" or similar signs on windows or doors in
the leased premises.
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QUIET 15. LESSOR covenants that LESSEE, upon paying the fixed
POSSESSION minimum rents and real estate taxes (see provisions in Rider
re "tax stop"), provided for herein and upon performing the
covenants and agreement of Lease to be performed by said
LESSEE, will have, hold and enjoy quiet possession of the
demised premises, subject to the rights of the holders of
any mortgages to which this Lease may be subordinate.
NOTICES 16. All notices under this Lease shall be deemed to
have been properly served if delivered in writing personally
or by registered mail to the LESSOR at c/o Xxxx X. Xxxxx,
Xx., 0000 Xxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxxx 00000 or such
other place or places as it may designate in writing from
time to time, or to the LESSEE personally in writing or by
certified mail at Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx
00000, or such other place as it may designate in writing
from time to time. Date of service of the notice by mail
shall be the date on which the notice is mailed.
SUBORD- 17. At any time and from time to time, LESSEE agrees,
INATION upon request in writing from LESSOR, to execute, acknowledge
AND and deliver to LESSOR a statement in writing certifying, to
ESTOPPEL the extent true, 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) as of the dates to which the fixed
minimum rent, real estate taxes, and other charges have been
paid, and making such other accurate certifications as
LESSOR'S mortgagee may require.
UTILITIES 18. LESSEE agrees to pay from time to time upon demand
all charges or bills for gas, electricity and other utility
services used on demised premises, or based upon
availability, even though not used after the occupancy date
(herein defined as the date a building permit issues to
LESSEE from the Village of Northbrook), during the term of
this Lease and any renewal thereof. LESSEE shall not be
responsible for any prorata share of common area lighting or
water unless the usage is for the sole benefit of LESSEE.
DISCON- 19. LESSOR reserves the right in addition to all other
TINUANCE available remedies, upon written notice to LESSEE and
AND LESSEE'S failure to cure same within a reasonable period of
INTER- time after receipt of said notice, to cut off and
RUPTION discontinue gas, water, electricity, air conditioning,
OF heating, ventilating, antenna service and any or all other
SERVICE service, without liability to LESSOR, whenever and during
any period for which bills for same or for rent are not
promptly paid by LESSEE and where necessary to make repairs
or alterations. No such action by LESSOR, or notice thereof,
shall be construed as an eviction or disturbance of
possession or an election by LESSOR to terminate this Lease.
LESSOR shall not be liable in damages or otherwise if
the furnishing by LESSOR, or by any other supplier, of any
utility service or other service to the leased premises
shall be interrupted or impaired by fire, accident, riot,
strike, act of God, the making of necessary repairs or
improvements or by any causes beyond the control of LESSOR.
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DESTRUCTION 20. If the demised premises shall be partially damaged
by fire or other cause, the damage shall be repaired at the
expense of LESSOR within a reasonable period of time, not to
exceed ninety (90)days, but without prejudice to the rights
of subrogation, if any, of LESSOR'S insurer. If such partial
damage is not due to fault or neglect of LESSEE, the rent
shall xxxxx in proportion to the portion of the premises not
usable by LESSEE. If damage or destruction is due to fault
or neglect of LESSEE, there shall be no abatement of rent
and debris shall be removed by and at the expense of LESSEE.
If LESSOR fails to repair within said ninety (90)days,
LESSEE may cancel and terminate this Lease. If the premises
are rendered wholly untenantable by fire or other cause, and
if LESSOR shall decide not to restore the premises, or if
the building shall be so damaged that LESSOR shall decide to
demolish it, or to rebuild to LESSOR'S specifications
(whether or not the demised premises have been damaged),
LESSOR may within ninety (90 days after such fire or other
cause give written notice to LESSEE of such decision,
whereupon LESSEE may retain this Lease upon written notice
to LESSOR within three (3) days after receipt of LESSOR'S
aforesaid notice.
SURRENDER 21. On the last day of the term demised (as same may be
extended), or upon the sooner termination thereof, LESSEE
shall peaceably surrender the leased premises in good order,
condition and repair, broom-clean, reasonable wear and tear
only excepted. LESSEE shall at its expense remove its trade
fixtures, signs and carpeting from the leased premises and
any property not removed shall be deemed abandoned. LESSEE
shall promptly repair at its expense any damage occasioned
by removal of its trade fixtures, signs and carpeting.
LESSOR at its option, shall have the right to require LESSEE
to effect removal of same and, in addition, to effect
removal of any alterations, additions, improvements and
fixtures (other than said trade fixtures, signs and
carpeting) and floors as were installed by LESSEE, and to
restore the premises to at least as good condition as same
were in as of the date of commencement of the term of this
Lease. LESSEE'S obligations under this paragraph shall
survive the expiration or other termination of the term of
this Lease. If the leased premises be not surrendered at the
end of term or the sooner termination thereof, LESSEE shall
and does hereby indemnify LESSOR against loss or liability
resulting from the delay by LESSEE in so surrendering the
premises, including, without limitation, claims made by a
succeeding tenant founded on such delay. LESSEE shall
promptly surrender all keys for the leased premises to
LESSOR at the place then fixed for payment of rent and shall
inform LESSOR of combinations on any locks and safes on the
leased premises.
BANKRUPTCY 22. Neither this Lease, nor any interest therein nor
any estate thereby created shall pass to any trustee or
receiver or assignee for the benefit
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of creditors or otherwise by operation of law. In the event
the estate created thereby shall be taken in execution or by
other process of law, or if LESSEE shall be adjudicated
insolvent or bankrupt pursuant to the provisions of any
State or Federal insolvency or bankruptcy act, or if a
receiver or trustee of the property of LESSEE shall be
appointed by reason of LESSEE'S insolvency or inability to
pay its debts, or if any assignment shall be made of
LESSEE'S property for the benefit of creditors, then and in
any such events LESSOR may, at its option, in addition to
the remedies provided in Article 23, terminate this Lease
and all rights of LESSEE herein, by giving to LESSEE notice
in writing of the election of LESSOR so to terminate.
DEFAULT 23. If LESSEE vacates or abandons the premises or
permits the same to remain vacant or unoccupied for a period
of ten (10) days, or if the rent, or any part thereof, shall
be unpaid for ten (10) days, or if default shall be made in
the prompt and full performance of any covenant, condition
or agreement in this Lease to be kept or performed by
LESSEE, and such default or breach of performance shall
continue for more than five (5) days after notice thereof to
LESSEE, specifying such default or breach of performance,
then LESSOR may treat the occurrence of any one or more of
the foregoing events as a breach of this Lease and
thereupon, at its option, shall have, in addition to all
other legal or equitable remedies, the following described
remedies:
(a) Provided that LESSEE does not cure such default
or breach of performance within a reasonable time after
receipt of aforesaid written notice from LESSOR to cure
same, LESSOR may elect to terminate this Lease and term
created hereby in which event LESSOR forthwith may repossess
the premises immediately, and by force, if necessary, and
remove all persons and their property therefrom and use such
force and assistance in effecting and perfecting such
removal as the LESSOR may deem advisable to recover at once
full and exclusive possession of all of said demised
premises, whether said demised premises be in possession of
the LESSEE or of third persons, or whether the demised
premises be vacant, and LESSEE shall pay at once to LESSOR
as liquidated damages a sum of money equal to the rentals
provided herein to be paid by LESSEE to LESSOR for the
balance of the stated term of this Lease less the obtainable
fair rental value of the premises for said period.
(b) LESSOR may elect to terminate LESSEE'S right of
possession without termination of this Lease by filing a
forcible entry and detainer action in which event LESSEE
agrees to surrender possession and vacate the premises
immediately and deliver possession thereof to LESSOR, and
LESSEE hereby grants to LESSOR full and free license to
enter into and upon the premises, in whole or in part, with
or without process of law, and to
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repossess LESSOR of the premises or any part thereof
and to expel or remove LESSEE and any other person, firm or
corporation who may be occupying or is within the premises
or any part thereof and remove any and all property
therefrom, using such force as may be necessary without
terminating the Lease or releasing LESSEE in whole or in
part from LESSEE'S obligation to pay rent and perform any of
the covenants, conditions and agreements to be performed by
LESSEE as provided in this Lease without being in any manner
guilty of trespass, eviction or forcible entry or detainer
and without relinquishing LESSOR'S right to rental or any
right of LESSOR in this Lease or by operation of law.
Upon and after entry into possession without
terminating the Lease, LESSOR shall attempt to mitigate
LESSEE'S damages via attempting to relet all or any part of
the premises for the account of LESSEE for such rent and upon
such terms and to such person, firm or corporation and for
such period or periods as LESSOR in its sole discretion
shall determine. LESSOR may make repairs to the premises as
are necessary. If the consideration collected by LESSOR upon
any such reletting for LESSEE'S accounting is not sufficient
to pay the rental reserved in this Lease and the cost of
said repairs, LESSEE agrees to pay to LESSOR the deficiency
upon demand.
HOLDING 24. If LESSEE holds possession of the demised premises
OVER after the termination of this Lease, whether by lapse of
time or otherwise, it shall pay as rent for the whole time
during which possession is so withheld an amount equal to
four times the prorata fixed minimum rent for a period of
time equal to the period during which possession is so
withheld. Neither the provisions of this clause nor the
acceptance of such liquidated damages by LESSOR shall
constitute a waiver of LESSOR'S right to reenter the demised
premises or terminate this Lease as herein provided, nor
shall any other act or omission to act in apparent
affirmance of the tenancy operate as a waiver of the right
to terminate this Lease or any renewal thereof or of any
other right of LESSOR under the provisions of this Lease or
provided by law.
NON- 25. LESSOR and LESSOR'S agents and employees shall not
LIABILITY be liable for damage to persons or property sustained by
AND LESSEE, or any person claiming through LESSEE, resulting
LIABILITY from any accident or occurrence in or upon the premises or
OF LESSOR building of which they shall be a part, which is not
attributable
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to the negligence of LESSOR or LESSOR'S agents and
employees, including but not limited to, such claims for
damage resulting from (a) any equipment or appurtenances
becoming out of repair; (b) injury done or occasioned by
wind; (c) any defect in or failure of plumbing, heating, or
air-conditioning equipment, electric wiring or installation
thereof, or gas, water and steam pipes, or walks; (d) broken
glass; the backing up of any sewer pipe or downspout; the
bursting, leaking or running of any tank, washstand , water
closet, waste pipe, drain or any other pipe or tank in, upon
or about such building or premises; the escape of steam or
hot water, it being agreed that all same are under the
control of LESSEE: (e) the falling of any fixture; and, (g)
any act, omission or negligence of co-tenants, or of other
persons or occupants of building containing demised
premises.
NON-DIS- 26. THE LESSEE ACKNOWLEDGES THAT THE BUSINESS OF THE
CRIMINATION LESSOR AND OF THE OTHER LESSEES IN THE PROPERTY OF WHICH THE
SUBJECT PREMISES FORM A PART WILL BE SUBSTANTIALLY IMPAIRED
IF ANY FORM OF RACIAL DISCRIMINATION IS PRACTICED BY THE
LESSEE. Accordingly, the LESSEE covenants that it will not
refuse to serve any customer or employ any person who but
for his race, color or creed would be served or employed,
nor shall the quality or nature of the service to customers,
or the conditions of employment be in any respect
differentiated by reason of the race, color or creed of the
customer or employee.
DEFAULT BY 27. Except with respect to the matters set forth in
LESSOR; paragraph 9 of this Lease, LESSOR shall in no event be
CONSEQUENTIAL charged with default in the performance of any of their
DAMAGES obligations hereunder unless and until LESSOR shall have
failed to perform such obligations within thirty (30) days
(or such additional time as is reasonably required to
correct any such default) after written notice by LESSEE to
LESSOR properly specifying wherein LESSOR has failed to
perform any such alleged obligation.
Notwithstanding anything in the Lease herein to the
contrary, LESSOR shall in no event be charged with or be
liable for any consequential damages suffered by LESSEE as a
result of LESSOR'S failure to perform any of their
obligations under this Lease.
REAL 28. In addition to the monthly rental as provided
ESTATE herein, during the term of this Lease, including option
TAX STOP periods, LESSEE shall pay to LESSOR thirty-four percent
(34%) of any increases in real estate taxes levied against
the realty containing demised premises that were due and
payable in 1994, being the 1993 general real estate taxes in
the amount of $15,863.79. Said real estate tax payments to
LESSOR shall be due within ten (10) days after LESSOR
submits evidence of said increases to LESSEE. LESSEE'S
obligation hereunder for 1994 shall be on a prorata basis
and shall be abated for the two (2) months for which LESSEE
need not pay the fixed minimum rent as per paragraph 5 (a)
herein.
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ADDITIONAL 29. LESSOR hereby reserves the right at any time to
CONSTRUCTION make alterations or additions to and build additional stores
or apartments on the building in which the premises are
contained.
INTEREST 30. In addition to any other remedies LESSOR may have
IF LATE at law and/or under this Lease, if LESSEE shall fail to pay
PAYMENT when the same is due and payable any rent or any additional
charges which it is liable to pay under this Lease such
unpaid amounts shall bear interest from the date thereof to
the date of payment at the rate of 15% per annum.
GENERAL 31. This Lease does not create the relationship of
principal and agent or of partnership or of joint venture or
of any association between LESSOR and LESSEE, the sole
relationship between LESSOR and LESSEE being that of
Landlord and Tenant. No waiver of any default of LESSEE
hereunder shall be implied from any omission by LESSOR to
take any action on account of such default and that only for
the time and to the extent therein stated. The consent to or
approval by LESSOR of any act by LESSEE requiring LESSOR'S
consent or approval shall not waive or render unnecessary
LESSOR'S consent to or approval of any subsequent similar
act by LESSEE. Each term and each provision of this Lease
performable by LESSEE shall be construed to be both a
covenant and a condition. No action required or permitted to
be taken by or on behalf of LESSOR under the terms or
provisions of this Lease shall be deemed to constitute an
eviction or disturbance of LESSEE'S possession of the leased
premises. The submission of this Lease or a summary of some
or all of its provisions for examination does not constitute
a reservation of or option for the leased premises and this
Lease becomes effective as a Lease only upon execution and
delivery thereof by LESSOR and LESSEE. The marginal or
topical headings of the several articles, paragraphs or
clauses are for convenience only and do not define, limit or
construe the contents of such articles, paragraphs or
clauses. All preliminary negotiations are merged into and
incorporated in this Lease.
The necessary grammatical changes to make the
provisions of this Lease apply in the plural sense where
there is more than one LESSEE and to either corporations,
associations, partnerships or individuals, males or females,
shall in all instances be assumed as though in each case
fully expressed.
DEFINITION 32. The term "LESSOR" as used herein means only the
OF LESSOR owner of the land and building which the demised premises
form a part, so that in the event of any conveyance or
conveyances of said land and building or of said Lease, or
in the event of a Lease of said building or of the land and
building, the said LESSOR shall be and hereby is entirely
freed and relieved of any covenants and obligations of
LESSOR hereunder, and it shall be deemed and construed
without further agreement between the parties or their
successors in interest, or between the parties and the
grantee, assignee or LESSOR, as the case may be, that the
grantee or assignee or LESSOR has assumed and agreed to
carry out any and all covenants and obligations of LESSOR
hereunder:
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12
CERTIFICATE 33. LESSEE will at no time use or occupy the premises
OF in violation of the Certificate of Occupancy issued for the
OCCUPANCY building. The statement in this Lease of the nature of the
business to be conducted by LESSEE shall not be deemed to
constitute a representation or guaranty by LESSOR that such
use is lawful or permissible in the premises under the
Certificate of Occupancy for the building. LESSEE hereby
agrees to obtain all necessary licenses from any
governmental authority requiring same at its sole instance
and expense.
JURY 34. LESSOR and LESSEE hereby waive trail by jury in any
WAIVER action, proceeding or counterclaim involving any matter
whatsoever arising out of or in any way connected with this
Lease, the relationship of LESSOR and LESSEE, LESSEE'S use
or occupancy of the premises, the right to any statutory
relief or remedy or any claim of injury or damage.
EFFECT OF 35. If LESSEE fails to exercise its Rights of First
CONVEYANCE Refusal as provided in Rider hereto, if the building
containing the premises shall be sold, LESSEE shall not be
relieved of any obligations hereunder, and it shall be
assumed that the purchaser/LESSOR of the building has agreed
to perform all obligations of LESSOR hereunder.
CONVENANT 36. It is agreed that the provisions, covenants and
TO BIND conditions of this Lease shall be binding upon and inure to
SUCCESSORS the benefit of the legal representatives, successors and
assigns of the respective parties hereto.
RECORDING 37. LESSEE shall not record this Lease without the
OF LEASE written consent of the LESSOR.
COST OF 38. It is agreed that if either party hereto is
SUIT involuntarily made a party defendant to any litigation
concerning this Lease or the demised premises or the
premises of which the demised premises are a part by reason
of any act or omission of the other party, then the other
party shall hold harmless the party made a defendant from
all liability by reason thereof, including, but not limited
to, reasonable attorney's fees incurred by the party made
defendant in such litigation and all court costs. If legal
action shall be brought by either of the parties hereto for
the unlawful detainer of the premises, for the recovery of
any rent or charges due under the provisions of this Lease,
or because of the breach of any term, covenant or provisions
hereof, the party prevailing in said action (LESSOR OR
LESSEE as the case may be) shall be entitled to recover from
the party not prevailing the costs of suit and a reasonable
attorney's fee which shall be fixed by the judge of the
court.
MUTUAL 39. Whenever (a) any loss, cost, damage or expense
WAIVER OF resulting from fire, explosion or any other casualty or
SUB- occurrence is incurred by either of the parties to this
ROGATION Lease or anyone claiming by, through or under it in
RIGHTS connection with the leased premises, and (b) such party is
then either covered in whole
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13
or in part by insurance with respect to such loss, cost,
damage or expense, or required under this Lease to be so
insured, then the party so insured (or so required) hereby
releases the other party from any liability that said other
party may have on account of such loss, cost, damage or
expense to the extent of any amount recovered by reason of
such insurance (or which could have been recovered, had
insurance been carried as so required) and waives any right
of subrogation which might otherwise exist in or accrue to
any person or account thereof, provided that such release of
liability and waiver of the right of subrogation shall not
be operative in any case where the effect thereof is to
invalidate such insurance coverage or increase the cost
thereof (provided that in the case of increased cost the
other party shall have the right, within (30) days following
written notice, to pay such increased cost thereupon keeping
such release and waiver in full force and effect).
MISCELLANEOUS 40. (a) If any term, covenant or condition of this
Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the
application of such term, covenant or condition to persons
or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby and
each term, covenant or condition of this Lease shall be
valid and be enforced to the fullest extent permitted by
law.
(b) The laws of the State of Illinois shall govern
the validity, performance and enforcement of this Lease. The
invalidity and unenforceability of any provision of this
Lease shall not affect or impair any other provisions
thereof.
RIDER 41. RIDER ATTACHED HERETO IS HEREBY MADE A PART HEREOF
AND INCORPORATED HEREIN.
LA SALLE BANK NORTHBROOK SUCCESS NATIONAL BANK, a national
TRUST #001666-00 (LESSOR) banking corporation (LESSEE)
BY: BY:
------------------------ -----------------------------
XXXX X. XXXXX, XX., XXXX X. XXXXXX (President)
Beneficiary
ATTEST:
-------------------------
(Secretary)
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14
RIDER ATTACHED TO, MADE A PART OF AND INCORPORATED INTO
LEASE DATED_______________, 1994 BY AND BETWEEN LA SALLE
BANK NORTHBROOK, TRUST NO. 001666-00 BY XXXX X. XXXXX, XX.,
BENEFICIARY (LESSOR) AND SUCCESS NATIONAL BANK, A NATIONAL
BANKING CORPORATION (LESSEE) COVERING STORE UNIT DESIGNATED
AS 0000 XXXXXXX XXXX, XXXXXXXXXX, XXXXXXXX 00000
------------------------------------------------------------
------------------------------------------------------------
RENTAL 1. LESSOR hereby acknowledges receipt of $2,700.00 from
DURING LESSEE in accordance with a Memorandum of Agreement
PRELIMINARY heretofore entered into between the parties hereto on
PERIODS; 9-22-94 covering rent for the period of August 15, 1994
LIQUIDATED through September 15, 1994. Additional rent of $2,700.00
DAMAGES per month thereafter shall be paid during the time LESSEE
awaits the necessary authority from the Office of the
Comptroller of Currency and LESSEE begins construction as
per paragraphs 2 and 6 of this Rider. (a) In the event
that such authority is not received by LESSEE within sixty
(60) days from the date of aforesaid Memorandum of
Agreement, LESSEE may cancel this Lease and aforesaid
Memorandum of Agreement, or if said authority is denied
LESSEE, LESSEE may cancel same at the time of said denial,
wherein, in either of said events, LESSEE shall suffer no
further loss or expense other than the rent due and
payable as aforesaid, which rent shall be treated as
liquidated damages. (b) In the event that LESSEE does not
receive a building permit from the Village of Northbrook
on or before December 1, 1994, LESSEE may cancel this
Lease and aforesaid Memorandum of Agreement at no further
loss or expense other than the rent due and payable as
aforesaid, which rent shall be treated as liquidated
damages. (c) In the event written notice of the denial of
the authority per (a) above is not delivered to LESSOR on
or before the sixty (60) days set forth therein, or
written notice of LESSEE'S inability to receive the
building permit per (b) above is not delivered to LESSOR
on or before December 1, 1994, it shall be conclusively
presumed that the "authority" was given and/or the
"building permit" was received.
LESSEE'S 2. Except as otherwise stated herein and in the Lease, LESSEE
RESPONSIBILITY shall be solely responsible and liable for the payment of
FOR any and all costs and expenses in connection with any and
REMODELING, ETC. all remodeling, including, but not limited to, build-outs,
partitioning, fixtures, changes in the configuration of
the parking lot, structures and supports as are required
to support a cash vault and other matters and items
customarily required in a banking operation, installation
of two (2) washroom facilities meeting the requirements of
The Americans
15
With Disabilities Act, installation of a night depository
drop, drive-up automatic teller machine and/or drive-up
windows, a pylon sign (for LESSEE'S exclusive use and
which LESSEE may remove upon the termination of the Lease
term), and related matters to meet LESSEE'S requirements
therefor.
WAIVERS OF 3. (a) LESSOR hereby reserves the right, upon reasonable
LIENS; notice, to have LESSEE submit evidence of the payment of
NO MECHANICS' the costs and expenses and/or proper waivers of liens
LIENS; covering the costs and expenses per paragraph 2 above and
HOLD-HARMLESS a contractor's sworn statement covering same. In any
AGREEMENT; event, LESSEE hereby guarantees that all of said costs and
WORKMEN'S expenses will be paid when due and that no mechanics liens
COMPENSATION will be filed against demised premises and/or the premises
AND LIABILITY containing demised premises by virtue thereof. LESSEE
INSURANCE DURING hereby holds LESSOR harmless from any and all costs,
CONSTRUCTION expenses, claims and/or damages arising out of the work
done by LESSEE as stated herein. LESSOR shall have the
right to post and maintain on the demised premises notices
of non-responsibility as may be permitted by law.
(b) Before LESSEE begins construction as per paragraphs 2
and 6 of Rider hereto, LESSEE shall submit to LESSOR
evidence of the following, covering the period of said
construction, to wit:
(1) Workmen's Compensation Insurance pursuant to
applicable Illinois' laws.
(2) Contractors' general liability insurance
written by an insurance company or companies
acceptable to LESSOR, on terms approved in
writing by LESSOR, in which both LESSOR and
LESSEE shall be named as insureds and in which
both LESSOR and LESSEE shall be adequately
covered under reasonable limits of liability not
less than $1,000,000.00 for injury or death to
any one person; $2,000,000.00 for injury or death
to more than one person; and $1,000,000.00 with
respect to damage to property. Said Policy(ies)
shall contain provisions prohibiting cancellation
without written notice to LESSOR. LESSEE shall
furnish LESSOR with certificates or other
acceptable evidence that such insurance is in
effect and containing appropriate provisions
respecting notice of cancellation. Said liability
policy(ies) shall cover specifically any and all
contractural liability undertaken by LESSEE as in
the written Lease and/or this Rider set forth.
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16
LESSOR'S 4. LESSOR hereby reserves the right to approve any and all
APPROVAL changes in the configuration of the parking lot and of the
REQUIRED installation by LESSEE of a night depository drop,
drive-up automatic teller machine and/or drive-up windows,
which approval shall not be unreasonably withheld.
COMPLIANCE 5. All remodeling and work done by LESSEE per Paragraphs 2 &
WITH LAWS, 6 herein, and wherever set forth in this Lease and Rider
ORDINANCES, AND thereto, shall be done in full compliance with all laws,
REGULATIONS ordinances and regulations of the Village of Northbrook,
Illinois, and any and all governmental and regulatory
bodies having jurisdiction thereof.
AMERICANS 6. LESSEE hereby agrees to comply with the provisions of The
WITH Americans With Disabilities Act insofar as same applies
DISABILITIES toward providing access to demised premises. LESSOR hereby
ACT; ACCESS agrees to pay the lesser of $3,017.50 or one-half (1/2) of
TO DEMISED the cost to comply therewith; LESSEE hereby agrees to pay
PREMISES the balance thereof.
FIRE & 7. If required by the Village of Northbrook, Illinois, LESSOR
SAFETY shall, at LESSOR'S sole instance and expense, install such
fire and other safety equipment in demised premises and
the building containing demised premises, as is so
required, including, but not limited to, additional exit
signs and emergency lighting which are not needed in
LESSEE'S operation, per se.
HVAC 8. Supplemental to the provisions of Paragraph 9 of the
SYSTEMS Lease, LESSEE shall, at all times during the duration of
this Lease, including any option periods, be responsible
and liable for all repairs to the heating, ventilating and
air conditioning systems (HVAC) on demised premises, at
LESSEE'S sole instance and expense, in maximum amounts of
$500.00 per occurrence, or $1,250.00 per year.
LESSOR'S 9. (a) LESSOR shall, at all times during the duration of this
OBLIGATIONS Lease, including any option periods, be responsible and
liable for all exterior maintenance of the property
containing demised premises and all appurtenances thereto
(except for appurtenances installed by LESSEE), payment of
real estate taxes and fire and extended coverage insurance
on said property.
(b) LESSOR shall keep, or cause to be kept, the common
areas in a neat, clean and orderly condition, properly
lighted and landscaped, and shall repair any damage to
the facilities thereof within a reasonable time.
(c) Within the bounds of reasonableness and propriety,
LESSOR shall provide LESSEE with such assistance as may be
necessary to complete LESSEE'S program of rehabilitation
of demised premises and implementation and opening of a
branch banking facility.
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17
RIGHT OF 10. In the event LESSOR desires to sell the property
FIRST containing demised premises, or any part thereof, anytime
REFUSAL during the duration of the lease, including any option
RE SALE periods, to a bona-fide purchaser other than a member of
LESSOR'S family, then and in that event, LESSOR shall
first offer same for sale to LESSEE. If LESSOR and LESSEE
cannot agree on a sales price and/or terms thereof
within thirty (30) days, then said property can be offered
to other prospective purchaser(s) for sale subject to the
first refusal right of LESSEE herein to purchase same upon
the same, or substantially the same sales price and terms
as agreed upon between LESSOR and a prospective purchaser,
which "right of first refusal" shall be exerciseable by
LESSEE via delivering a signed offer and xxxxxxx money to
LESSOR within five (5) days after receipt of written
notice from LESSOR of said agreement between LESSOR and
said prospective purchasers accompanied by a copy of said
agreement.
RIGHT OF 11. In the event additional space in the property containing
FIRST demised premises becomes available for rental and/or
REFUSAL leasing and LESSOR desires to rent and/or lease same to a
RE LEASING prospective tenant other than a member of LESSOR'S family,
then and in that event, LESSOR shall first offer same for
rent and/or lease to LESSEE. If LESSOR and LESSEE cannot
agree on a rental amount and/or terms of a lease or other
tenancy within ten (10)days, then said space can be rented
to other prospective tenant(s) subject to the first
refusal right of LESSEE herein to rent same upon the same,
or substantially the same, rental amount and terms as
agreed upon between LESSOR and a prospective tenant, which
"right of first refusal" shall be exerciseable by LESSEE
via written notice to LESSOR within five (5) days after
receipt of written notice from LESSOR of said agreement
between LESSOR and a prospective tenant accompanied by a
copy of said agreement.
OPTIONS 12. Provided that LESSEE is not in default at the times
TO RENEW mentioned herein, LESSOR hereby grants to LESSEE two (2)
options of five (5) years each to renew the term of this
Lease at a rental of $2,700.00 per month plus annual
increases, beginning with the first month of the first
option year, commensurate with increases, if any, in the
Consumer Price Index for all Urban Consumers, U.S. City
Average (with a Base of 1982-84 =100), published by the
Bureau of Labor Statistics of the United States Department
of Labor or by any successor agency of the U.S.Government.
In no event shall the rent be less than $2,700.00 per
month. All other terms and provisions of the Lease shall
apply during the option periods. To exercise the option to
renew, LESSEE must serve written notice thereof on LESSOR
no later than six (6) months prior to the expiration of
the preceding term of the Lease.
CONFLICTS 13. Should there by any conflicts and/or ambiguities between
AND/OR the provisions of this Rider and the Lease to which it is
AMBIGUITIES attached, made a part of and incorporated into, the
provisions of this Rider shall govern.
INDING: 14. The terms and provisions of the Lease and this Rider
INURING; thereto shall be binding upon and inure to the benefit of
HEIRS, ETC. the parties' heirs,
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18
legatees, devisees, Executors, Administrators, personal
representatives, assigns, transferees or other
successors-in-interest.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals the day and year first above written.
LA SALLE BANK NORTHBROOK SUCCESS NATIONAL BANK, a National
TRUST #001666-00 (LESSOR) Banking Corporation (LESSEE)
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
--------------------- -----------------------------
XXXX X. XXXXX, XX. XXXX X. XXXXXX (President)
(Beneficiary)
Attest: /s/ Xxxxxx X. ?
-------------------------
(Secretary)
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