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EXHIBIT 10.16
1. BASIC LEASE PROVISIONS:
A. Building Address: 21101 So. Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
B. Landlord and Address: American National Bank and
Trust Company of Chicago As
Trustee Under Trust No. 59948
Liz-Green, Inc.
S. Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
C. Tenant and Current Address Security Associates International, Inc.
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Miner Street
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Xxx Xxxxxxx, Xxxxxxxx 00000
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D. Date of Lease: November 21, 1995
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E. Length of Lease Term: Five (5) years
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F. Commencement Date of Term: January 1, 1996
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G. Expiration Date of Term: December 31, 2000
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H. Annual Net Base Rent: See Exhibit "A"
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I. Actual Combined Operating
& Real Estate Tax Adjustment See Exhibit "A"
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J. Rentable Area of Premises: 4,520 Square Feet
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K. Rentable Area of Building: 61,733 Square Feet
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L. Tenant's Proportionate Share: 7.32% (Percent)
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M. Security Deposit: $3,277.00
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N. Suite Number of Premises: Suite #100
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O. Broker Liz-Green, Inc.
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P. Exhibits: Exhibit A - Annual Rent Schedule
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Exhibit B - Rules & Regulations
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Exhibit C - Plan Sheets A, A-2 &
------------|All Dated 11/21/95
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Exhibit D - Publicly Trade Company
------------|Disclosure Letter.
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2. LEASING AGREEMENT. American National Bank and Trust Company of
Chicago. As Trustee Under Trust No. 59948 (the "Landlord") and the
beneficiaries of a certain Trust Agreement dated December 15, 1983. and known
as Trust Number 59948 at American National Bank and Trust Company of Chicago
(the "Beneficiary") leases to Tenant and Tenant leases from Landlord the
premises (the "Premises") which are or will be contained in the building (the
"Building") located at 0000 Xxxxx Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxx,
Xxxxxxxx 00000. The terms of this lease (the "Term") shall commence on the
date (the "Commencement Date") which is the earlier to occur of the date stated
in Paragraph IF, or the date Tenant first occupies all or part of the Premises
for the conduct of business. The Term shall expire on the date (the
"Expiration Date") stated in Paragraph 1G, unless terminated earlier as
otherwise provided in this Lease.
3. SERVICES.
A. Basic Services. Landlord shall furnish the following services, subject
to applicable laws and governmental restrictions and to the other provisions of
this Lease:
(1) Cooled and heated air in season of all common areas within the
Building, daily from 7:30 A.M. to 6:00 P.M. (Saturdays from 8:00
A.M. to 1:00 P.M.), Sundays and holidays excepted. These utility
costs are a part of the Building's operating expense as more fully
described in 7.A.(I).
(2) Customary maintenance and repair of the exterior portion of the
Building (including the roof), the parking area for the Building,
the common areas of the Building and, subject to Tenant's
obligations under subsections (1), (2) and (3) of Paragraph 3B
below, the structural, mechanical, plumbing and electrical systems
of the Building.
(3) Cold water for drinking, lavatory and toilet purposes drawn
through fixtures installed by Landlord, or by Tenant with
Landlord's written consent, and hot water for lavatory purposes
drawn from regular Building supply at the prevailing temperatures.
Tenant shall pay Landlord at rates fixed by Landlord for water
furnished for any other purpose.
(4) Customary janitor service in and about the common areas within
the Building, Monday through Friday; Saturdays, Sundays and
holidays excepted.
(5) Washing of the windows in the common areas of the Building and
washing of the exterior windows in the Premises shall be furnished
periodically at such times as Landlord in its discretion shall
determine.
(6) Lighting of common areas of the Building during the Building's
normal hours specified in subsection (1) of this Paragraph 3A.
(7) Clearance of snow from the parking lot and sidewalks serving
the Building at such times as Landlord in its discretion shall
determine.
(8) Landscaping of the plants and foliage in the common areas of
the Building at such times as Landlord in its discretion shall
determine.
(9) Exterior paved parking area with spaces available for Tenant's
use on a first-come, first-serve basis and for use by Landlord and
its agents and other tenants, guests and invitees, including
rubbish removal and cartage in and about the premises Mondays thru
Saturday both inclusive, Sundays and holidays excluded.
B. Tenant's Utilities and Certain Services.
(1) Electricity shall not be furnished by Landlord, but shall be
furnished by the approved electric utility company serving the
Building. Landlord shall permit Tenant to receive such
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service directly from such utility company at Tenant's cost and
shall permit Landlord's wire and conduits, to the extent available,
suitable and safely capable, to be used for such purposes. The
Premises shall contain two (2) electrical meters installed at
Landlord's expense, one for heating and air conditioning and the
other for lighting and outlets. Tenant shall make all necessary
arrangements with the utility company for paying for electric
current furnished by the utility company to the Premises and Tenant
shall pay for all charges for all electric current consumed in the
Premises, including without limitation, performance of janitor
service, the making of any alterations or repairs in the Premises,
the operation of all heating, ventilating and air conditioning
systems and the operation of all other systems which may be
required for telephone or data processing equipment, and for other
special equipment or machinery installed by Tenant.
(2) Tenant agrees to purchase from Landlord, all lamps, bulbs,
ballast's and starters used in the Premises after the initial
installation of same.
(3) Heating and air conditioning equipment servicing the Premises
shall be installed initially by Landlord at Landlord's cost and
expense. Tenant shall maintain a temperature in the Premises at
all times during the Term of not less than 55 degree Fahrenheit.
Landlord agrees to maintain and repair all heating and air
conditioning equipment servicing the Premises (including the
replacement of filters) at Landlords sole cost and expense. In the
event any heating or air conditioning equipment servicing the
Premises requires replacement as a result of Tenant's failure to
permit Landlord to perform its obligations under this subsection
(3) of Paragraph 3B or to notify Landlord of any malfunction or
other problem of such equipment, then Tenant also shall bear the
cost of the replacement of such equipment.
(4) Tenant shall make arrangements directly with the Telephone
company servicing the Building for such telephone service in the
Premises as is, desired by Tenant and the cost of all such
telephone service (including the cost of installing all wires and
cables) shall be paid for by Tenant.
(5) If Tenant desires telegraphic, burglar alarm, computer
installations or signal service, Landlord shall upon request of
Tenant direct where and how all connections for such service shall
be introduced and run. In the absence of such directions, Tenant
shall make no borings, cutting or installation of wires or cables
in or about the Premises. The cost of all such installations and
service shall be paid for by Tenant.
C. Additional Services. Landlord shall in no event be obligated to
furnish any services or utilities, other than those stated in Paragraph 3A. If
Landlord elects to furnish services or utilities requested by Tenant in
addition to those stated in Paragraph 3A (including utility services in the
common areas of the Building at times other than those stated in Paragraph 3A),
Tenant shall pay to Landlord Landlord's then prevailing charges if or such
services and utilities within thirty (30) days after receipt of Landlord's
statements. If Tenant shall fail to make any such payment, Landlord may,
without notice to Tenant and in addition to all other remedies available to
Landlord, discontinue any or all of the additional services. No discontinuance
of any service under this Paragraph 3C shall result in any liability of
Landlord to Tenant or be considered as an eviction or a disturbance of Tenant's
use of the Premises.
D. Failures or delays in furnishing services.
(1) Tenant agrees that Landlord shall not be liable for damages for
any failure, delay or interruption in the furnishing of any of the
services described in Paragraphs 3B or 3C above, if such failure
delay or interruption shall be remedied within 96 hours and that
during such periods, the interior temperature of the Premises shall
not exceed 90 degrees F nor fall below 55 degrees F.
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(2) Tenant agrees that Landlord shall not be liable for damages for
any failure to furnish or delay in furnishing any service stated in
Paragraph 3A if such failure or delay is caused. in whole or in
part, by any one or more of the events stated in Paragraph (24 I.)
(3) No failure or delay in furnishing any service stated in
Paragraph 3A, 3B or 3C caused in whole or in part by any one or
more of the events stated in Paragraph (24 D, shall not be
considered to be an eviction or disturbance of Tenant's use of the
Premises, or relieve Tenant from its obligation to pay all Rent
when due or from any other obligations of Tenant under this Lease
provided such failure shall not result in a health or safety hazard
exceed 96 hours in duration or result in temperatures exceeding 90
degrees F nor falling below 55 degrees F.
4. POSSESSION. USE AND ENJOYMENT.
A. Possession and Use of Premises. Tenant shall be entitled to possession
of the Premises when the "Work" (as defined in Exhibit "C") is "substantially
completed". Tenant shall occupy and use the Premises for general office
purposes only. Tenant shall not occupy or use the Premises or permit the use
or occupancy of the Premises for any purpose or in any manner which:
(1) may be dangerous to persons or property;
(2) may invalidate or increase the amount of premiums for any
policy of insurance affecting the Building, and if any additional
amounts of insurance premiums are so incurred, Tenant shall pay to
Landlord the a amounts on demand; or
(3) may create a nuisance, disturb any other tenant of the Building
or the occupants of neighboring property or injure the reputation
of the Building.
B. Quiet Enjoyment. Provided that Tenant is not in breach or default
under this Lease, Tenant shall be entitled to peaceful and quiet enjoyment of
the Premises, subject to the terms of this Lease.
5. CONDITION OF PREMISES. Tenant shall notify Landlord in writing within
thirty (30) days after Tenant takes possession of the Premises of any defects
in the Premises claimed by Tenant. Except for defects stated in such notice
and latent defects of which Tenant becomes aware and notifies Landlord after
the Commencement Date, Tenant shall be conclusively presumed to have accepted
the Premises in the condition existing on the date Tenant first takes
possession and to have waived all claims relating to the condition of the
Premises. No agreement of Landlord to alter, remodel, decorate, clean or
improve the Premises or the Building, and no representation regarding the
condition of the Premises or the Building has been made by or on behalf Or
Landlord to Tenant, except as stated in this Lease. In addition to and without
limitation of Tenant's obligations under subsections (3) and (6) of Paragraph
3B above, Tenant, at its expense, shall keep the Premises in good repair and
operating condition and shall promptly repair all damage to the Premises caused
by Tenant, or any of its employees, agents or invitees.
6. NET BASE RENT. Tenant shall pay to Landlord Net Base Rent during the
Term at the annual rate(s) stated in Paragraph 1H. Net Base Rent shall be
payable in equal monthly installments in advance on the first day of each
calendar month during the Term, except that the installment of Net Base Rent
due for the first month of the Term in which Net Base Rent is payable shall be
paid by Tenant to Landlord when Tenant signs this Lease.
7. RENT ADJUSTMENT.
A. Definitions. As used in this Lease:
(1) "Expenses" shall mean and include all expenses, costs, fees and
disbursements paid or incurred by or on behalf of Landlord for
owning, managing, operating, maintaining and repairing the
Building, the land upon which the Building is situated (the "Land")
and the personal property
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and equipment used in connection with the Building or the Land.
Expenses shall include the cost of any capital improvements to the
Building, made after the date of this Lease which are intended to
reduce Expenses or which required under any governmental laws,
regulations or ordinances which were not applicable to the Building
at the time it was constructed, which cost shall be amortized over
such reasonable period as Landlord shall determine, together with
interest on the unamortized cost of any such improvement (at the
prevailing loan rate available to Landlord on the date the cost of
such improvement was incurred). Expenses shall not include "Taxes"
(as defined in Paragraph 7.A. (2), costs of alterations of the
premises of tenants of the Building, interest and principal payments
on mortgages, ground rental payments and real estate brokerage and
leasing commissions and activities for the sole purpose of marketing
or leasing.
(2) "Taxes" shall mean any and all charges that are evidenced by
the semi annual real estate tax bills issued by the Xxxx County
Collectors Office or any other agency empowered to render a real
estate tax xxxx for the Building.
(3) "Tenant's Proportionate Share" shall mean the percentage stated
in Paragraph IL. Tenant's Proportionate Share is determined by
dividing the rentable area of the Premises (which the parties
mutually agree contains the area stated in Paragraph 1J) by the
rentable area of the Building (which the parties mutually agree
contains the area stated in Paragraph 1K.
B. Rent Adjustment. In addition to Base Rent, Tenant shall pay to
Landlord for each calendar year occurring entirely or partially within the Term
(herein sometimes called "Rent Adjustment"), Tenant's Proportionate Share of
the sum of all Expenses plus all Taxes for such calendar year as listed on Page
1, Item I of the Basic Lease Provisions.
C. Payments of Rent Adjustment. Tenant shall make payments ("Progress
Payments") on account of the Combined Expense and Tax Adjustment for each
calendar year occurring entirely or partially within the Term as follows.
Landlord may furnish to Tenant prior to such calendar year and from time to
time during such calendar year a written notice (a "Projection Notice") setting
forth (i) Landlord's reasonable estimates, forecasts or projections of Taxes
and Expenses for such calendar year, (ii) the Combined Expense and Tax
Adjustment for such calendar year based upon such projections, and (iii) the
monthly Progress Payments to be made by Tenant for such year based upon such
projected Combined Expense and Tax Adjustment. Until Landlord furnishes a
Projection Notice for such calendar year, Tenant shall pay to Landlord Progress
Payments (at the time of and together with each monthly installment of Base
Rent) equal to the greater of the latest monthly installment of Progress
Payments or one-twelfth (1/12th) of the sum of the latest actual Combined
Expense and Tax Adjustment as determined by Landlord. On or before the first
day of the month immediately following service of a Projection Notice, and on
or before the first day of each following month until Tenant receives a further
Projection Notice, Tenant shall pay to Landlord the monthly installment of
Progress Payments shown in the Projection Notice. Within thirty (30) days
following service of a Projection Notice, Tenant shall also pay to Landlord a
lump sum payment equal to the Progress Payments owing by Tenant to Landlord (as
shown in the Projection Notice) for the period commencing on the first day of
such calendar year and expiring on the last day of the month during which such
Projection Notice is served, less all Progress Payments previously paid by
Tenant to Landlord for such calendar year.
D. Readjustments. After the end of each calendar year and after Landlord
shall have determined the actual amounts of Taxes and the actual amount of
Expenses to be used in determining the Combined Expense and Tax Adjustment for
such calendar year, Landlord shall furnish Tenant a statement ("Landlord's
Statement") of Taxes and Expenses and the Combined Expense and Tax Adjustment
for such calendar year. If the sum of the Combined Expense and Tax owed for
such calendar year exceeds the Progress Payments paid by Tenant to Landlord for
such calendar year, then Tenant shall pay to Landlord within thirty (30) days
after the date of Landlord's Statement, an amount equal to such excess. If the
Progress Payments paid by Tenant to Landlord for such calendar year exceed the
sum of the Combined Expense and Tax Adjustment owed for such calendar year,
then Landlord shall credit such excess to Rent payable after the date of
Landlord's Statement until such excess is exhausted. If this Lease shall
expire or terminate prior to full application of such excess, Landlord shall
pay to Tenant the unapplied balance that is not reasonably required for payment
of Rent Adjustment for the calendar year
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in which the Lease expires or terminates. No interest or penalties shall accrue
on any amounts which Landlord is obligated to credit or pay to Tenant by reason
of this Paragraph 7D. Unless Tenant shall take written exception to any item
shown in any Landlord's Statement within thirty (30) days after the date of such
Landlord's Statement. Landlord s Statement shall be considered as final and
conclusively binding upon Tenant.
E. Survival. The obligations of Tenant to pay Rent Adjustment provided
for in this Paragraph 7 shall survive the expiration or termination of this
Lease. Tenant shall pay any Rent Adjustment owing to Landlord within fifteen
(15) days after the date of Landlord's Statement for the calendar year in which
this Lease expires or terminates.
F. No Decrease in Base Rent. In no event shall the determination of any
Rent Adjustment owing under this Paragraph 7 result in a decrease in the Net
Base Rent stated in Paragraph 1H.
G. Books and Records. Landlord shall maintain books and records of
Expenses and Taxes in accordance with sound accounting and managing practices.
Provided that all Rent (including Rent Adjustment) has been paid in full and
Tenant is not otherwise in breach or default under this Lease, the books and
records shall be available to Tenant for inspection during Landlord's normal
business hours upon prior reasonable notice at a location designated by
Landlord.
H. Payment of Rent. All charges, costs and sums required to be paid by
Tenant under this Lease in addition to Net Base Rent and Rent Adjustment shall
be considered additional rent, and Base Rent, Rent Adjustment and additional
rent shall be collectively called "Rent". Rent shall be payable without
demand, notice, offset or deduction, except as otherwise specifically stated in
this Lease. All Rent due under this Lease shall be paid by checks payable to
the order of Arlington Associates, and delivered to Liz-Green, Inc. the
managing agent ("Manager"), which checks shall be mailed or delivered to
Manager at the Office of Manager, 2101 So. Arlington Heights Road. Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000 or in such other manner or at such other place as
Landlord or Beneficiary may from time to time designate to Tenant. Net Base
Rent and Rent Adjustment will be prorated for partial months or years within
the Term. Tenant's covenant to pay Rent shall be independent of each and every
other covenant and provision of this Lease.
8. SECURITY DEPOSIT. As security for the performance of its obligations
under this Lease, Tenant shall pay to Landlord when Tenant signs this Lease, a
security deposit (the "Security Deposit") in the amount stated in Paragraph IM.
The Security Deposit may be applied by Landlord to cure any default to Tenant
under this Lease, and upon notice by Landlord of such application, Tenant shall
replenish the Security Deposit in full by promptly paying to Landlord the
amount so applied. Landlord shall not pay any interest on the Security
Deposit. Within forty-five (45) days after the Expiration Date, Landlord shall
return to Tenant the balance, if any, of the Security Deposit. The Security
Deposit shall not be considered an advance payment of Rent or a measure of
damages for any default by Tenant under this lease, nor shall it be a bar or
defense to any action which Landlord may at any time commence against Tenant.
9. ALTERATIONS.
A. Approvals. Without Landlord's prior written consent (which consent
shall not be unreasonably withheld), Tenant shall not make or cause to be made
any alterations, improvements, additions, changes or repairs (an "alteration",
collectively) in or to the Premises or the Building. As a condition to
granting its consent to any alteration, Landlord may impose reasonable
requirements, including, without limitation, requirements as to the manner and
time for the performance of such alteration and the type and amount of
insurance and bonds Tenant must acquire and maintain during the course of
performance of such alteration. In addition, Landlord shall have the right to:
approve the contractors or mechanics performing the alteration; approve all
plans and specification for the alteration; review the work of Tenant's
architects, engineers, contractors or mechanics; such right shall not be
unreasonably withheld. The Landlord may order reasonable changes in such
alteration in instances in which materials or workmanship is defective or not
in accordance with plans or specifications previously approved by Landlord.
Tenant shall pay the entire cost of an alteration, and if requested by
Landlord, shall deposit with Landlord prior to commencement of such alteration,
funds or other security reasonably acceptable to Landlord
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covering the full cost of such alteration. Each alteration shall become the
property of Landlord when made and shall be surrendered with the Premises upon
the expiration or termination of this Lease; provided, however, that Landlord
may, by written notice to Tenant, require Tenant, at its expense, to remove any
or all alterations and repair any damage to the Premises or Building caused by
such removal, prior to the expiration or termination of this Lease.
B. Compliance with Laws. Each alteration shall be performed in good and
workmanlike manner using new grades of materials; in full compliance with all
applicable laws, ordinances and governmental regulations. rules and
requirements: and in full compliance with all insurance rules, orders,
directions. regulations and requirements.
C. No Liens. Before any alteration is commenced, Tenant shall give
Landlord at least fifteen (15) days' prior written notice of same. Tenant, at
its expense, shall procure and deliver to Landlord a completion and lien
indemnity bond satisfactory to Landlord for such alteration, and during the
course of performance of such alteration Tenant shall, upon Landlord's request,
furnish Landlord with sworn contractor's statements and lien waivers covering
all work previously performed. Tenant shall not permit any lien or claim for
lien of any mechanic, laborer or supplier or any lien to be filed against the
Building or the Land, or any part thereof arising out of work performed, or
alleged to have been performed by, or at the direction of, or on behalf of
Tenant. If any such lien or claim for lien is filled, Tenant shall within ten
(10) days after written request to Tenant, either (i) have such lien or claim
for lien released of record. (ii) deliver to Landlord a bond in form, content,
amount, and issued by surety, satisfactory to Landlord indemnifying Landlord
and others designated by Landlord against all costs and liabilities resulting
from such lien or claim for lien and the foreclosure or attempted foreclosure
thereof, or (iii) at Tenant's sole expense, obtain and deliver to Landlord, a
commitment from Chicago Title Insurance Company, or other title insurance
company acceptable to Landlord, committing to insure title to the Building and
the Landlord over such lien, in favor of Landlord or any proposed purchaser or
mortgagee of said Land or the Building. If Tenant fails to have such lien, or
claim for lien so released, or to deliver such bond or title insurance
commitment to Landlord. Landlord, without investigating the validity of such
lien, may pay or discharge the same and Tenant shall reimburse Landlord upon
demand for the amount so paid by Landlord, including Landlord's expenses and
attorney's tees. Tenant agrees to indemnify, hold harmless and defend
Landlord, the Beneficiary, the Manager and their respective officers, partners
and employees from any liability, loss, cost, damage or expense (including
attorneys' fees), arising out of any such lien claim or out of any other claim
relating to work done or materials supplied to the Premises at Tenant's request
or on Tenant's behalf.
10. ASSIGNMENT AND SUBLETTING.
A. Consent. Tenant shall not without the prior written consent of
Landlord which consent shall not be unreasonably with-held in each instance.
(1) assign, mortgage, pledge, hypothecate or otherwise transfer or
permit the transfer of this Lease or the interest of Tenant in this
Lease, in whole or in part, by operation of law or otherwise:
(2) sublet all or any part of the Premises; or
(3) permit the use or occupancy of all or any part of the Premises
for any purpose not permitted under Paragraph 4, or by anyone other
than Tenant and Tenant's employees.
For purposes of this Paragraph 10A an "assignment" shall be considered to
include a change in the 'majority ownership or control of Tenant if Tenant is a
corporation whose stock is not traded publicly.
B. Recapture of Space. If Tenant desires to assign this Lease or sublet
all or any part of the Premises, Tenant shall give Landlord written notice
("Tenant's Notice") of such desire prior to entering into such assignment or
sublease, which Tenant's Notice shall be signed by an officer or partner of
Tenant. If Tenant's Notice is for a proposed assignment, it shall state the
name, address and business of the assignee (and include current credit
information and reports on such assignee); the effective date of assignment;
and the amount of all sums and other consideration to be paid or transferred to
Tenant for such assignment. If Tenant's Notice is for a proposed sublease,
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it shall state the name, address and business of the subtenant (and include
current credit information and reports on such subtenant); the commencement
date of the term of the sublease; the length of the term of the sublease
(including any renewal options); the rent to be payable under the sublease; and
shall include a floor plan showing the part of the Premises to be sublet
(including separate identification of any part of the Premises for which the
subtenant will be granted expansion options OF rights). Landlord shall then
have the right (the "recapture right") to (i) terminate this Lease in its
entirety effective as of the proposed effective date of assignment or the
proposed commencement date of the term of the sublease (as specified in
Tenant's Notice), if Tenant's Notice is for a proposed assignment or for a
proposed sublease of all of the Premises; or (ii) partially terminate this
Lease effective as of the proposed commencement date of the term of the
sublease (as specified in Tenant's Notice), with respect to that part of the
Premises to be sublet, if Tenant's Notice is for a proposed sublease of less
than all of the Premises. Landlord may exercise the recapture right by giving
Tenant written notice ("Landlord's Notice") of such exercise within fifteen
(15) business days after receipt by Landlord of Tenant's Notice. If Landlord
exercises the recapture right and this Lease is terminated in its entirety.
then neither Landlord nor Tenant shall have any further rights. estates or
liabilities under this Lease accruing after the effective date of termination,
except for such obligations which expressly survive the termination of this
Lease. If Landlord exercises the recapture right and this Lease is partially
terminated with respect to a part of the Premises (the 'excluded space'), then.
effective as of the date this Lease is so partially terminated (i) the Net
Base Rent stated in Paragraph 1H shall be decreased to the product obtained by
multiplying such amount by a fraction, the numerator of which is the rentable
area of the Premises immediately after such partial termination of this Lease
(as determined by Landlord) and the denominator of which is the rentable area
of the Premises immediately prior to such partial termination of this Lease,
(ii) the rentable area of the Premises stated in paragraph 1J shall be reduced
by the rentable area of the excluded space, (iii) Tenant's Proportionate Share
stated in paragraph IL shall be reduced to the percentage obtained by dividing
the new rentable area of the Premises by the rentable area of the Building,
(iv) Tenant shall pay the reasonable costs incurred in physically separating
the excluded space from the balance of the Premises and shall surrender the
excluded space to Landlord on or before the effective date of partial
termination in a good, clean and tenantable condition, ordinary wear excepted;
and (v) neither Landlord nor Tenant shall have any further rights, estates or
liabilities under this Lease with respect to the excluded space accruing after
the effective date of partial termination of this Lease, except for such
obligations which expressly survive the termination of this Lease.
C. Conditions for Consent. If Landlord does not exercise any recapture
right arising in favor of Landlord under Paragraph JOB, Tenant may then enter
into the assignment or sublease, as the case may be, specified in the Tenant's
Notice giving rise to such recapture right, in accordance, and only in
accordance, with the following provisions. If Tenant enters into such
assignment or sublease it shall submit an executed copy of the sublease or
assignment to Landlord for consent not less than thirty (30) days prior to the
proposed effective date of assignment or the proposed commencement date of the
term of the sublease, as the case may be. In the case of a sublease, the
instrument shall expressly state that it is and shall remain at all times
subject and subordinate to this Lease and all of the terms, covenants and
agreements contained in this Lease. No such assignment or sublease instrument
shall expressly or by implication impose upon Landlord any duties or
obligations or alter the provisions of this Lease. Landlord agrees to give
Tenant written notice within fifteen (15) days after receipt by Landlord of
Tenant's proposed assignment or proposed sublease of Landlord's consent to or
rejection of same. Landlord agrees that its consent to any such proposed
assignment or proposed sublease shall not be unreasonably withheld; provided,
however, that in addition to other circumstances under which Landlord's consent
may be withheld, Tenant agrees that the withholding by Landlord of its consent
to such proposed assignment or proposed sublease will not be deemed
"unreasonable" if:
(1) the assignee or subtenant is non-creditworthy or disreputable,
or is not of a character, or otherwise is not in keeping with, the
nature or class of tenants in the Building,
(2) the assignee or subtenant is a government (or subdivision or
agency thereof) or is then a tenant in the Building,
(3) the use of the Premises by the assignee or subtenant would, in
Landlord's reasonable judgment, significantly increase the
pedestrian traffic in and out of the Building or the vehicular
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traffic in and about, or the use of, the exterior paved parking
area, or would require Landlord to perform any alterations to the
Building to comply with applicable building code requirements,
(4) there is then in existence any sublease of all or any part of
the Premises, or
(5) (5)Tenant is then in breach or default under this Lease.
Tenant may not submit to Landlord for consent any assignment or sublease
on terms or conditions or with parties different from those stated in the
Tenant's Notice for such assignment or sublease, nor may Tenant submit to
Landlord for consent any assignment or sublease later than the date which is
sixty (60) days after the expiration of the period for exercise by Landlord of
the recapture right arising by reason of such assignment or sublease without
the right to exercise its recapture right. Notwithstanding anything to and
contrary contained in this Lease. Tenant sole right and remedy in any
dispute as to whether Landlord's consent to a proposed sublease or proposed
assignment has been unreasonably withheld shall be action for declaratory
judgment or specific performance and Tenant shall not be entitled to any
damages if Landlord is adjudged to have unreasonably withheld such consent.
D. Profit. If Tenant, having first obtained Landlord's consent in
accordance with Paragraph 10C. shall assign this Lease for money or other
property, or sublet all or any part of the Premises at a rental or for other
consideration in excess of the Net Base Rent plus Rent Adjustment (or prorate
portion thereof) due and payable by Tenant under this Lease. then Tenant shall
pay to Landlord, as additional rent (1) on the first day of each month during
the term of any such sublease, the excess of all rent and other consideration
due from the subtenant for such month over the sum of (i) the Net Base Rent
plus Rent Adjustment then payable to Landlord under this Lease for said month
(or if only a portion of the Premises is being sublet, the portion of the Net
Base Rent plus Rent Adjustment then payable to Landlord under this Lease for
said month which is allocable on a square footage basis to the space sublet),
plus (ii) an amount equal to the quotient of the reasonable leasehold
improvement costs and customary real estate brokerage commissions to licensed
Illinois real estate brokers (other than to "Tenant or any affiliate of Tenant)
incurred by Tenant in connection with such sublease (as shall be supported by
appropriate written documentation submitted by Tenant to Landlord), divided by
the number of months in the term of such sublease, and (2) immediately upon
receipt, all sums or other consideration received by Tenant from any such
assignment; it being agreed, however, that Tenant shall be responsible to
Landlord for any deficiency if Tenant shall assign this Lease or sublet all or
any part of the Premises at a rental or for consideration which is less than
that required under this Lease.
E. No Waiver. Consent by Landlord to any subletting, transfer, lien,
charge, use or occupancy, shall not operate as a waiver by Landlord of, or to
release or discharge Tenant from, any liability under this Lease, whether past,
present or future (including liability arising during any renewal term of this
Lease or with respect to any expansion space included in the Premises), or be
considered to be a consent to or relieve Tenant from obtaining Landlord's
consent to any subsequent assignment, subletting, transfer, lien, charge, use
or occupancy. Tenant shall pay Landlord's reasonable costs, charges and
expenses, including attorney's fees and fees of architects, engineers and other
professionals, incurred in connection with its review of any proposed
assignment or proposed sublease, whether or not Landlord approves such transfer
of interest, which in no event shall be more than three hundred dollars
($300.00) for each proposed sublease or assignment.
11. WAIVER AND INDEMNITY.
A. Waiver. To the extent permitted by Illinois law, Tenant waives all
claims against Landlord, the Beneficiary, the property manager and their
respective officers, partners, agents and employees, for injury or damage to
person or property sustained by Tenant resulting directly or indirectly from
the gross negligence or willful misconduct of Tenant, their respective
officers, partners. agents and employees due to fire or other casualty, cause
or any existing or future condition, defect, matter or thing in or about the
Premises or the Building, or from any equipment or appurtenance in the
Building, or from any accident in or about the Building, or from any act or
neglect of any tenant or other occupant of the Building or of any other person.
This Paragraph 1 IA shall apply especially, but not exclusively, to damage
caused by water, snow, frost, steam, excessive heat or cold, sewerage, gas,
odors or noise, or the bursting or leaking of pipes or plumbing fixtures,
broken glass, sprinkling or air
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conditioning devices or equipment, or flooding, and shall apply without
distinction as to the person whose act or neglect was responsible for the damage
and whether the damage was due to any of the acts specifically enumerated
above. or from any other thing or circumstance, whether of a like nature or of a
wholly different nature.
B. Indemnity. Tenant agrees to indemnify and hold harmless Landlord, and
Beneficiary, the Manager and their respective officers, partners, agents, and
employees, from and against any and all claims, demands, actions, injuries to
all persons and damage to or theft or misappropriation or loss of property
occurring in or about the Premises and arising from Tenant's occupancy of the
Premises or the conduct of its business or from any activity, work, or thing
done, permitted or suffered by Tenant in or about the Premises or from any
breach or default on the part of Tenant in the performance of any covenant or
agreement on the part of Tenant to be performed under this Lease or due to any
other act or omission of Tenant, its agents or employees. If any such
proceeding is filed against Landlord or any such indemnified party, Tenant
agrees to defend such proceeding at its sole cost by legal counsel reasonable
satisfactory to Landlord, if requested by Landlord.
12. LANDLORD'S REMEDIES.
A. Events of Default. Each of the following shall constitute an event of
default' by Tenant under this Lease:
(1) Tenant fails to pay any installment of Rent within five (5)
days after such installment of Rent is due (which five (5) day
period shall run concurrently with and not be in addition to the
statutory Landlord's five (5) day notice required under Illinois
law in dispossession proceedings); provided, however, that if in
any consecutive twelve (12) month period Tenant shall, on three (3)
separate occasions, fail to pay any installment of Rent on the date
such installment of Rent is due, then on the fourth (4th) such
occasion and on each occasion thereafter on which Tenant shall fail
to pay an installment of Rent on the date such installment of Rent
is due, each such failure shall constitute an event of default and
Tenant shall then no longer have any five (S) day period in which
to cure any such failure.
(2) Tenant fails to observe or perform any of the other covenants
or provisions of this Lease to be observed or performed by Tenant
and, for each such failure which has not previously occurred within
the then preceding six (6) month period, Tenant fails to cure such
failure within fifteen (15) days after written notice to Tenant;
provided, that if such failure is not susceptible to being cured
within such fifteen (15) day period but Tenant promptly commences
such cure, said fifteen (15) day period shall be extended as long
as Tenant is actively, diligently and continuously attempting to
effectuate such cure (and furnishing Landlord with weekly written
status reports on such efforts) but in no event shall said fifteen
(15) day period be extended by more than thirty (30) days;
(3) Tenant fails to maintain a temperature in the Premises of not
less than fifty-five degrees (55 degrees) Fahrenheit as provided in
subsection (3) of Paragraph 3B Above.
(4) (4)Tenant abandons the Premises.
B. Landlord's Remedies. Upon the occurrence of an event of default by
Tenant under this Lease, Landlord. at its option, without further notice or
demand to Tenant, may, in addition to all other rights and remedies provided in
this Lease, or available to Landlord at law or in equity:
(1) Terminate this Lease and Tenant's right to possession of the
Premises and recover all damages to which Landlord is entitled
under law, and in such event, Landlord shall, to the extent
required by law, take reasonable measures to mitigate damages
recoverable against Tenant. Landlord's damages shall specifically
include, without limitation (a) all Landlord's expenses or
reletting including repairs, alterations, improvements, additions,
legal fees and brokerage commissions), plus (b) the amount of all
Rent owing under this Lease for the balance of the Term
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discounted at the rate of six percent (6%) per year, which amount
shall be automatically considered accelerated and immediately due
and payable in full by Tenant to Landlord upon Landlord's election
to terminate this Lease.
(2) Terminate Tenant's right to possession of the Premises without
terminating this Lease, in which event Landlord shall, if and to
the extent required by law, take reasonable measures to mitigate
the damages recoverable against Tenant by attempting to relet the
Premises or any part thereof for the account of Tenant, for such
rent and term and upon such terms and conditions as are acceptable
to Landlord; provided, however, that Landlord shall not be
obligated to market or relet the Premises on a priority basis over
unleased or unoccupied space in the Building or to relet the
Premises to any person or entity that falls within the categories
specified in 10C (1), (2) or (3) of this Lease. For purposes of
such reletting, Landlord is authorized to decorate, repair, alter
and improve the Premises to the extent reasonably necessary. If
Landlord does not relet the Premises, then Tenant shall pay
Landlord monthly on the first day of each month during the period
that Tenant's right of possession is terminated, a sum equal to the
amount of Rent due under this Lease for such month (less any amount
which Landlord could have realized it Landlord relet the Premises
to a reputable. credit worthy substitute tenant procured by Tenant
and presented to Landlord in writing, which substitute tenant was
ready, willing and able to lease the entire Premises from Landlord
under a lease in form identical to the form of this Lease). If the
Premises are relet and a sufficient sum is not realized from such
reletting after payment of all Landlord's expenses of reletting
(including repairs, alterations, improvements, additions,
decorations, legal fees, advertising and other marketing expenses
and brokerage commissions) to satisfy the payment of Rent due under
this Lease for any month, Tenant shall pay Landlord any such
deficiency monthly upon demand. Tenant agrees that Landlord may
file suit to recover any sums due to Landlord under this section
from time to time and that such suit or recovery of any amount due
Landlord shall not be any defense to any subsequent action brought
for any amount not previously reduced to judgment in favor of
Landlord. If Landlord elects to terminate Tenant's right to
possession only without terminating this Lease, Landlord may, at
its option, enter into the Premises, remove Tenant's signs and
other evidences of tenancy, and take and hold possession thereof;
provided, however, that such entry and possession shall not
terminate this Lease or release Tenant, in whole or in part, from
Tenant's obligation to pay the Rent reserved hereunder for the full
Term or from any other obligation of Tenant under this Lease.
C. Bankruptcy. In the event a petition is filed by or against Tenant
seeking a plan of reorganization or arrangement under the Federal Bankruptcy
Code, Landlord and Tenant agree, to the extent permitted by law, that the
trustee in bankruptcy shall determine within sixty (60) days after commencement
of the case, whether to assume or reject this Lease.
D. Attorneys' Fees. Tenant shall pay upon issuance of a final
unappealable judgment against Tenant all costs and expenses, including
attorneys' fees paid or incurred by Landlord in connection with any action or
proceeding by Landlord to terminate this Lease or to terminate Tenant's right
to possession of the Premises.
13. SURRENDER OF PREMISES. Upon the expiration or termination of this
Lease or termination of Tenant's right to possession of the Premises, Tenant
shall surrender and vacate the Premises immediately and deliver possession of
the Premises to Landlord in a clean, good and tenantable condition, ordinary
wear excepted; provided, however, that all alterations and improvements
installed in the Premises shall be promptly removed by Tenant (at Tenant's cost
and expense) at the termination or expiration of the Term if so requested by
Landlord. Upon any termination which occurs other than by reason of Tenant's
default, Tenant shall be entitled to remove from the Premises all moveable
trade fixtures and personal property of Tenant without credit or compensation
from Landlord, provided, Tenant shall immediately repair all damage to the
Premises or the Building resulting from such removal and shall restore the
Premises to a tenantable condition. In the event possession of the Premises is
not immediately delivered to Landlord or if Tenant shall fail to remove any
moveable trade fixtures or personal property which Tenant is entitled to
remove, Landlord may remove same without any liability to Tenant. Any moveable
trade fixtures and personal property which may be removed from the Premises by
Tenant but which are not so
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removed shall be conclusively presumed to have been abandoned by Tenant and
title to such property shall pass to Landlord without any payment or credit, and
Landlord may, at its option and at Tenant's expense, store and/or dispose of
such property.
14. HOLDING OVER.
A. Tenant shall pay Landlord double the Net Base Rent plus double the Rent
Adjustment then applicable for each month (or any part of a month) if Tenant
obtains Landlords written permission to retain possession month to month of all
or any part of the Premises after the expiration or termination of the Term of
this Lease. The provisions of this Paragraph 14 shall not constitute a waiver
by Landlord of any re-entry or eviction rights of Landlord available under this
Lease or by law.
B. Without limiting anything set forth in Paragraph 14A above, Tenant
shall indemnify, defend and forever hold harmless Landlord, the Beneficiary,
the Manager and their respective officers, partners and employees from and
against any and all claims, liabilities, actions, losses, damages and expenses
(including court costs and attorneys fees) asserted against or sustained by any
such party and arising from or by reason of such retention of possession.
C. Reserved Parking. Notwithstanding the provision of section 3.A.(9j of
this Lease, the Landlord shall make available during the term of this lease a
total of ten (10) reserved parking spaces for the exclusive use of Security
Associates International Inc.
15. OPTION TO RENEW.
A. So long as an event of default is not then existing the term of this
Lease may be extended at the option of Tenant, for one additional period of
five (5) years with six (6) months or more prior written notice to Landlord
with such period being herein sometimes referred to as the Extended Term as
follows:
B. The Extended Term shall be on the same terms, covenants and conditions
of this Lease and any reference herein to the "Terms" shall be deemed to
include any Extended Term applied thereto, except for the amount of Net Base
Rent during the Extended Term. The Net Base Rent during the first year of the
Extended Term shall be the same as the fifth year of the initial Lease Term.
The Net Base Rent for each succeeding year of the Extended Term shall be equal
to one hundred five percent (105%) of the annual Net Base Rent for the
immediately preceding year. Any termination of this Lease during the Initial
Term of this Lease or an Extended Term shall terminate all rights hereunder.
16. RULES AND REGULATIONS. Tenant shall abide by all reasonable rules and
regulations adopted by Landlord from time to time for the operation and
management of the Building. If any rules and regulations are contrary to the
provisions of this Lease, the provisions of this Lease shall govern. Attached
to this Lease as Exhibit "B" are the current rules and regulations for the
Building, all of which Tenant hereby agrees shall be deemed to be reasonable.
Landlord shall not be responsible for the violation of any rules or regulations
of the Building by other tenants of the Building.
17. FIRE AND OTHER CASUALTY. If all or a substantial part of the Premises
are rendered untenantable by reason of fire or other casualty, or if the
Building is damaged by fire or other casualty in such a manner as materially
adversely affects access to or use of the Premises, Landlord shall with
reasonable diligence take such action as is necessary to repair and restore the
Premises and the Building. In the event Landlord fails for any reason to
complete said restoration within ninety (90) days then either party shall have
the right to terminate this Lease by giving to the other party written notice
of such election within ten (10) days after receipt of the architect's
certificate. If said fire or other casualty results in the total destruction
of the Building, this Lease shall automatically terminate as of the date of
said fire or other casualty. Net Base Rent and Rent Adjustment shall xxxxx for
that part of the Premises which are untenantable on a per diem and
proportionate area basis from the date of the fire or other casualty until
Landlord has substantially completed the repair and restoration work; provided,
that Tenant does not occupy or use such part of the Premises which are
untenantable during such period.
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18. TENANT'S INSURANCE. Tenant, at its expense, shall maintain in force
at all times during the Term and comprehensive general public liability
insurance, which shall include coverage for personal liability, contractual
liability, tenant's legal liability, bodily injury, death and property damage,
all on an occurrence basis with respect to the business carried on in or from
the Premises and Tenant's use and occupancy of the Premises, with coverage for
any one occurrence or claim of not less than two million dollars ($2,000,000),
which insurance shall include Landlord and Beneficiary as named insured and
shall protect Landlord and Beneficiary in respect of claims by Tenant as if
Landlord and Beneficiary were separately insured. Such insurance shall be on
terms and with insurers reasonably acceptable to Landlord. Any casualty
insurance carried by Tenant and covering the Premises or Tenant's fixtures,
property or equipment located in the Premises shall contain a waiver by the
insurer of any rights of subrogation or indemnity or any other claim to which
the insurer might otherwise be entitled against Landlord, the Beneficiary, the
Manager and their respective partners, agents or employees. Tenant shall
furnish to Landlord prior to the Commencement Date, certificates or other
evidences acceptable to Landlord as to the insurance from time to time
maintained by Tenant and, no later than thirty (30) days prior to the date such
insurance otherwise would expire, Tenant shall furnish Landlord with
certificates confirming the renewal or continuation of such insurance for
themselves and all others claiming under them, including the insurer, waive all
rights including rights of subrogation against the other for loss, damage or
liability resulting from a risk which is insured against by either party, to
the extent of any recovery collectible under such insurance; provided, however,
that this waiver shall apply only when permitted by the applicable policy of
insurance.
19. Waiver of Recovers and Subrogation. Notwithstanding any other
provision of this Lease to the contrary. Lessor ant Lessee agree that in the
event that the building of which the Premises are a part or any part or parts
thereof or the fixtures. merchandise, and contents therein are damaged or
destroyed by fire or other casualty, each of the parties hereto, for itself and
any person or entity claiming through or under such party by way of subrogation
or otherwise, hereby waives all rights of recovery from the other party hereto
for any loss or damages whether caused by such other parties negligence or
otherwise. Lessor shall cause each insurance policy carried by Lessor insuring
the building of which the Premises are a part or any part or parts thereof
against loss by fire or any other casualties covered or embraced by all risk or
special form property casualty insurance to be written in such a manner so as
to provide that the insurer waives all right of recovery by way of subrogation
against Lessee in connection with any loss or damage covered by the policy or
policies and that such waiver shall not invalidate such insurance policy or
policies. Lessee will cause each Insurance policy carried by Lessee insuring
Lessee's property in the Premises to be written in such a manner so as to
provide that the insurer waives all right of recovery by way of subrogation
against Lessor in connection with any loss or damage covered by the policy and
that such waiver shall not invalidate such insurance policy or policies.
20. LANDLORD'S RIGHTS. Landlord shall have the following rights
exercisable without notice (except as expressly provided to the contrary) and
without being deemed an eviction or disturbance of Tenant's use or possession
of the Premises or giving rise to any claim for set-off or abatement of Rent:
(1) To change the name or street address of the Building upon prior written
notice to Tenant; (2) To install, affix and maintain all signs on the exterior
and/or interior of the Building; (3) To designate and/or approve prior to
installation, all types of signs, window shades. blinds. drapes, awnings or
other similar items, and all internal lighting that may be visible from the
exterior of the Premises; (4) To display the Premises to holders of mortgages
or trust deeds encumbering the Building or potential purchasers of the Building
at any reasonable hour, and to prospective tenants at reasonable hours during
the last twelve (12) months of the Term; (5) a notice of not less than forty
eight (48) hours shall be provided prior to changing the arrangement of
entrances, doors, corridors, and stairs in or outside of the Building; (6) To
grant to any party the exclusive right to conduct any business or render any
service in or to the Building, provided such exclusive right shall not operate
to prohibit Tenant from using the Premises for the purposes permitted under
this Lease; (7) To prohibit the placing of vending or dispensing machines of
any kind in or about the Premises other than for use by Tenant's employees; (8)
To have access for Landlord and other tenants of the Building to any mail
chutes and boxes located in or on the Premises according to the rules of the
United States Post Office and to discontinue any mail chute service in the
Building; (9) To close the Building after normal business hours, except that
Tenant and its employees and invitees shall be entitled to admission at all
times under such regulations as Landlord prescribes for security purposes; (10)
To take any and all reasonable measures, including inspections and repairs to
the Premises or to the Building, as may be necessary or desirable in the
operation or protection of the Building; (11) To retain at all times master
keys or pass keys to the Premises; (12) To install,
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operate and maintain security systems which monitor, by closed circuit
television or otherwise, all persons entering and leaving the Building; (13) To
install and maintain pipes, ducts, conduits, wires and structural elements
located in the Premises which serve other parts or other tenants of the
Building; (14) To make alterations, improvements, repairs and replacements to
the Building or any systems, equipment, machinery or common areas located in,
on, under or outside of the Building; and (15) To install blinds and/or window
treatments in the Premises in order to maintain conformance with the standards
or aesthetics of the Building.
21. ESTOPPEL CERTIFICATE. Tenant shall within five (5) business days
after each prior written request from Landlord, execute and deliver in form and
substance satisfactory to Landlord, an estoppel letter signed by an officer or
partner of Tenant and certifying: the Commencement Date and the Expiration
Date; the date to which Net Base Rent and Rent Adjustment has been paid; the
amount of Net' Base Rent and Rent Adjustment then being paid; the amount of any
security deposit; that Tenant has accepted the Premises; that this Lease is in
full force and effect and has not been modified, amended or assigned (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect); that all improvements have
been fully completed; that there are no defaults of Landlord under this Lease
nor any existing condition upon which the giving of notice or lapse of time
would constitute a default; that Tenant has not received any concession; that
there are no offsets to the payment of Rent; that Tenant has received no notice
from any insurance company of any defects or inadequacies of the Premises;
Tenant has no options or rights other than as set forth in this Lease; or by
operation of law and such other matters which Landlord may reasonably request.
If the letter is to be delivered to a purchaser or other subsequent owner of
the Building, it shall further include the agreement of Tenant to recognize
such purchaser or other subsequent owner as Landlord under this Lease and to
pay Rent to the purchaser or other subsequent owner or its designee in
accordance with the terms of this Lease. It is expressly understood and agreed
that any such statement may be relied upon by any prospective purchaser,
mortgagee or ground lessor of all or any portion of the Real Estate. Tenant's
failure to deliver such statement within said five (5) day period shall be
conclusive upon Tenant that this Lease is in full force and effect, without
modification except as may be represented by Landlord, that there are no
uncured defaults in Landlord's performance, that not more than two (2) months'
rental has been paid in advance and that ail other statements required to be
made in the estoppel letter are conclusively made.
22. MORTGAGE BY LANDLORD. This Lease is expressly subject and subordinate
at all times to (1) any ground, underlying or operating lease of the Building
or the Land now or hereafter existing and all amendments. renewals and
modifications to any such lease, and (2) the lien of any now existing or
hereafter created mortgage or trust deed encumbering fee title to the Building,
the Land and/or the leasehold estate under any such ground, underlying or
operating lease, and to all advances made or to be made upon the security of
such lien. Tenant agrees:
(a) if requested by any mortgagee, trustee or lessor, Tenant shall
subordinate its interest in this Lease to any such mortgage. trust
deed or lease and will execute such subordination agreement or
agreements as may be reasonably required by any said mortgagee,
trustee or lessor. and
(b) in the event of any default by Landlord under this Lease which
would give Tenant the right to terminate this Lease or to claim a
partial or total eviction, Tenant will not exercise any such right
until (i) it has notified in writing the mortgagee, holder of such
trust deed or lessor, as the case may be (if the name and address
of such mortgagee, holder or lessor shall have previously been
furnished by written notice to Tenant) of such default, and (ii)
such mortgagee, holder or lessor, as the case may be, fails within
a reasonable time (not to exceed thirty (30) days) after receipt of
such notice to cause such default to be cured, and
(c) if any such mortgage or trust deed be foreclosed (or a deed
given in lieu of foreclosure), or if any such lease be terminated,
upon request of the mortgagee, holder or lessor, as the case may
be, Tenant will attorn to the purchaser at foreclosure sale (or
grantee of deed in lieu of foreclosure) or the lessor under the
lease, as the case may be, and will execute such instruments as may
be necessary or appropriate to evidence such attornment.
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23. NOTICES. All notices and approvals to be given by one party to the
other party under this Lease shall be given in writing, mailed or delivered as
follows:
(a) To Landlord, American National Bank and Trust Company of
Chicago As Trustee Under Trust No. 59948
(b) Washington Square Capital, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxxxx, XX 00000-0000. Attn: Xx. Xxxxx Xxxxxxxxxxx
(c) Liz-Green, Inc. 2101 So. Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000, Attention: Property Manager or to such
other person or persons or at such other address of addresses
designated by notice to Tenant.
(d) To Tenant at the location stated in Paragraph IC until Tenant
takes possession of the Premises and then at the Premises.
Notices shall be delivered by hand or by United States certified or
registered mail. postage prepaid. return receipt requested. Notices shall be
considered to have been given upon personal delivery or upon posting in the
United States Mails.
24. MISCELLANEOUS.
A. Binding Effect. This Lease shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective heirs, legal
representatives, successors and permitted assigns.
B. Default Interest. All amounts owing to Landlord under this Lease for
which the date of payment is not expressly fixed. shall be paid within thirty
(30) days after the date Landlord renders statements of account. Tenant shall
pay Landlord interest from the date payment is due until it is made on any Rent
owing under this Lease. which is not paid with in ten (thirty (30) of the date
it first becomes due and on all other amounts not paid Landlord within thirty
(30) days after they become due, at a rate equal to the sum of three percent
(3%), plus the prime rate of interest from time to time announced by American
National Bank and Trust Company of Chicago, Chicago, Illinois.
C. Eminent Domain. In the event that all or a substantial part of the
Premises or the Building are taken by eminent domain (or by a deed given in
lieu of condemnation) so that the Premises cannot be reasonably used by Tenant
for the purposes for which they are leased, then either party may terminate
this Lease by giving written notice of termination to the other party within
thirty (30) days after such taking. In the event of any taking by eminent
domain (or deed given in lieu of condemnation) the entire award shall be paid
to and retained by Landlord. Subject to the foregoing, Tenant may pursue a
separate award against the condemning authority in a separate proceeding for
Tenant's loss, if any, to leasehold improvements paid for by Tenant without
any credit or allowance from Landlord and for Tenant's moving and relocation
expenses.
D. Exhibits. All Exhibits attached to this Lease are made a part of this
Lease and incorporated by this reference into this Lease.
E. Entire Agreement. This Lease and the Exhibits and Rider (if any)
attached to this Lease set forth all the covenants, promises, assurances,
agreements, representations, conditions, warranties, statements and
understandings (the "Representations" collectively) between Landlord and Tenant
concerning the Premises and the Building, and there are no Representations,
either oral or written, between them other than those in this Lease. This
Lease supersedes and revokes all previous negotiations, estimates of the
initial and/or future amounts of Expenses, Taxes and/or Rent, arrangements,
letters of intent, offers to lease, reservations of space, lease proposals,
brochures, Representations and information conveyed, whether oral or in
writing, between the parties or their respective representatives, agents,
brokers, salespersons or any other person purporting to represent Landlord or
Tenant. Tenant acknowledges that it has not been induced to enter into this
Lease by any Representations not set forth in this
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Lease, it has not relied on any such Representations, no such Representation
shall be used in the interpretation or construction of this Lease and Landlord
shall have no liability for any consequences arising as a result of any such
Representations. No subsequent alteration, amendment, change or addition to this
Lease shall be binding upon Landlord or Tenant unless in writing signed by both
parties.
F. Signing. The signing of this Lease by Tenant and delivery of this
Lease to Landlord or its agent does not constitute a reservation of or option
for the Premises or an agreement to enter into a Lease and this Lease shall
become effective only if and when Landlord signs and delivers same to Tenant;
provided, however, the signing and delivery by Tenant of this Lease to Landlord
or its agent shall constitute an irrevocable offer by Tenant to lease the
Premises on the terms and conditions contained in this Lease, which offer may
not be withdrawn or revoked for thirty (30) days after such signing and
delivery. If Tenant is a corporation, it shall deliver to Land-lord
concurrently with the delivery to Landlord of a signed Lease, certified
resolutions of Tenant's directors authorizing the signing and delivery of this
Lease and the performance by Tenant of its obligations under this Lease.
G. No Accord. No payment by Tenant or receipt by Landlord of a lesser
amount than any installment or payment of Rent due shall be deemed to be other
than on account of the amount due, and no endorsement or statement on any check
or any letter accompanying any check or payment of Rent shall be considered an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
payment of Rent or pursue any other remedies available to Landlord. No receipt
of money by Landlord from Tenant after the termination of this Lease or
Tenant's right to possession of the Premises shall reinstate, continue or
extend the Term.
H. Broker. Tenant represents to Landlord and the Beneficiary that except
for the broker stated in Paragraph 1(0), Tenant has not dealt with any real
estate broker, sales person, or finder in connection with this Lease, and no
such person initiated or participated in the negotiation of this Lease, or
showed the Premises to Tenant. Tenant agrees to indemnify, defend and hold
harmless Landlord, the Beneficiary, the Manager and their respective officers,
partners and employees, from and against any and all claims, demands, for
brokerage commissions or fees arising out of a breach of such representation.
Unless otherwise agreed by the parties, Landlord shall be responsible for the
payment of all commissions to the broker stated in Paragraph 1(0), based upon
the leasing commission policy of Landlord applicable to the Building and in
effect as of the date of this Lease.
I. Force Majeure. Landlord shall not be considered m default of any of
the terms, covenants and conditions of this Lease on Landlord's part to be
performed, if Landlord fails to timely perform same and such failure is due to
in whole or in part to any strike, lockout, labor trouble (whether legal or
illegal), civil disorder inability to procure materials, failure of power of
reduction or interruption in the furnishing or level of power, water, sewer,
gas or any other service or utility to be furnished or provided under this
Lease, restrictive governmental laws and regulations, riots, insurrections,
war, fuel shortages, accidents, casualties, Acts of God, acts caused directly
or indirectly by Tenant (or Tenant's agents, employees or invitees) or any
other cause beyond the reasonable control of Landlord.
J. Paragraphs. Paragraph captions in this Lease are inserted only as a
matter of convenience and in no way define, limit, construe or describe the
scope or intent of such Paragraphs.
K. Applicable Law. This Lease shall be construed in accordance with the
laws of the State of Illinois.
L. Time. Time is of the essence of this Lease and the performance of all
obligations under this Lease.
M. Landlord's Performance. If Tenant fails timely to perform any of its
duties under this Lease, Landlord shall have the right (but not the obligation)
after the expiration of any applicable notice and cure period, to itself
perform such duty on behalf and at the expense of Tenant, without further
notice to Tenant, and all sums incurred by Landlord in performing such duty
shall be considered additional rent under this Lease and shall be due and
payable upon demand by Landlord.
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N. Recording. Tenant shall not record this Lease or a memorandum of this
Lease in the Office of the Recorder of Deeds of Xxxx County, Illinois.
O. Severability. If any clause, phrase, provision or portion of this
Lease or the application of same to any person or circumstance shall be invalid
or unenforceable under applicable law, such event shall not affect, impair or
render invalid or unenforceable the remainder of this Lease, nor any other
clause, phrase, provision or portion of this Lease, nor shall it affect the
application of any clause, phrase, provision or portion of this Lease to other
persons or circumstances.
P. Litigation Costs. In the event any litigation is instituted by any
party to this Agreement against the other party regarding the construction of
any term or to recover any damages resulting from a breach of any term of this
Agreement, the prevailing party in any such action shall be entitled to recover
from the losing party all of such prevailing party's attorneys' fees and costs
associated with such action.
25. EXCULPATION. This Lease is executed by American National Bank and
Trust Company of Chicago, not personally but as Trustee as aforesaid, in the
exercise of the power and authority conferred upon and vested in it as such
Trustee, and under the express direction of the beneficiaries of a certain
Trust Agreement dated December 15, 1983, and known as Trust Number 59948 at
American National Bank and Trust Company of Chicago, to all provisions of which
Trust Agreement this Lease is expressly made subject. It is expressly
understood and agreed that nothing contained in this Lease shall be construed
as creating any liability whatsoever against said Trustee personally, and in
particular without limiting the generality of the foregoing, there shall be no
personal liability to pay any indebtedness accruing under this Lease or to
perform any covenant, either express or implied, contained in this Lease, or to
keep, preserve or sequester any property of said Trust, and that all personal
liability of said Trustee of every sort, it any, is hereby expressly waived by
Tenant, and by every person now or hereafter claiming any right or security
under this Lease; and that o hr the said Trustee is concerned the owner of any
indebtedness or liability accruing under this Lease shall look solely to the
Premises for the payment of same. It is further understood and agreed that the
said Trustee has no agents or employees and merely holds naked legal title to
the Real Estate; that said Trustee has no control over and under this Lease.
assumes no responsibility for, (1) the management or control of the Real
Estate, (2) the upkeep, inspection, maintenance or repair of the Real Estate,
(3) the collection of rents, or the rental of the Real Estate, or (4) the
conduct of any business which is carried on upon the Real Estate.
IN WITNESS WHEREOF, this Lease as executed as of the day and year
aforesaid.
LANDLORD: TENANT:
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AMERICAN NATIONAL BANK AND TRUST By: /s/ Xxxxx X. Xxxxxxx
COMPANY OF CHICAGO, not personally but ---------------------------------
solely as Trustee Security Associates International, Inc.
under its Trust No. 59948
By: /s/ Xxxxxxx Xxxx Title: /s/ President
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Date: Date: 12/19/95
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