EXHIBIT 10.33
LEASE
000 XXXXX XXXXXX XXXXX
XXXXXXX, XXXXXXXX
ORBITZ, LLC
TABLE OF CONTENTS
Page
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1. TERM............................................................................. 1
2. BASE RENT........................................................................ 2
A. BASE RENT..................................................................... 2
B. PARTIAL ABATEMENT OF BASE RENT AND ADDITIONAL RENT............................ 2
3. ADDITIONAL RENT.................................................................. 2
A. DEFINITIONS................................................................... 3
B. EXPENSE ADJUSTMENT............................................................ 5
C. TAX ADJUSTMENT................................................................ 6
D. ALLOCATION OF OPERATING EXPENSES.............................................. 6
E. TENANT'S RIGHT TO EXAMINE LANDLORD'S BOOKS AND RECORDS........................ 7
4. USE OF THE PREMISES.............................................................. 8
A. RESERVED AREAS................................................................ 8
B. PERMITTED USE................................................................. 8
C. COMPLIANCE WITH LAWS.......................................................... 8
D. HAZARDOUS MATERIALS........................................................... 8
5. POSSESSION....................................................................... 9
6. SERVICES.........................................................................10
A. LIST OF SERVICES..............................................................10
B. BILLING FOR ELECTRICITY.......................................................11
C. INTERRUPTION OF SERVICES......................................................11
D. CHARGES FOR SERVICES..........................................................12
E. ENERGY CONSERVATION...........................................................12
7. REPAIRS..........................................................................12
8. ADDITIONS AND ALTERNATIONS.......................................................13
9. CONVENANT AGAINST LIENS..........................................................14
10. INSURANCE........................................................................15
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A. WAIVER OF SUBROGATION.........................................................15
B. COVERAGE......................................................................15
C. AVOID ACTION INCREASING RATES.................................................16
D. LANDLORD'S INSURANCE..........................................................16
11. FIRE OR CASUALTY.................................................................16
12. WAIVER OF CLAIMS - INDEMNIFICATION...............................................18
13. NONWAIVER........................................................................18
14. CONDEMNATION.....................................................................19
15. ASSIGNMENT AND SUBLETTING........................................................20
16. SURRENDER OF POSSESSION..........................................................23
17. HOLDING OVER.....................................................................23
18. ESTOPPEL CERTIFICATE.............................................................24
19. OBLIGATIONS TO MORTGAGEES........................................................25
A. SUBORDINATION.................................................................25
B. NOTICE TO LANDLORD AND MORTGAGEE..............................................25
C. NON-DISTURBANCE
AGREEMENT.....................................................25
20. CERTAIN RIGHTS RESERVED BY LANDLORD..............................................26
21. RULES AND REGULATIONS............................................................28
22. LANDLORD'S REMEDIES..............................................................28
23. EXPENSES OF ENFORCEMENT..........................................................30
24. COVENANT OF QUIET ENJOYMENT......................................................30
25. LETTER OF CREDIT.................................................................30
26. REAL ESTATE BROKER...............................................................32
27. MISCELLANEOUS....................................................................32
A. RIGHTS CUMULATIVE.............................................................32
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B. INTEREST......................................................................32
C. TERMS.........................................................................32
D. BINDING EFFECT................................................................32
E. LEASE CONTAINS ALL TERMS......................................................33
F. DELIVERY FOR EXAMINATION......................................................33
G. NO AIR RIGHTS.................................................................33
H. MODIFICATION OF LEASE.........................................................33
I. [INTENTIONALLY OMITTED.]......................................................33
J. TRANSFER OF LANDLORD'S INTEREST...............................................33
K. LANDLORD'S TITLE..............................................................33
L. PROHIBITION AGAINST RECORDING.................................................33
M. CAPTIONS......................................................................34
N. [INTENTIONALLY OMITTED.]......................................................34
O. ONLY LANDLORD/TENANT RELATIONSHIP.............................................34
P. APPLICATION OF PAYMENTS.......................................................34
Q. DEFINITION OF LANDLORD AND TENANT.............................................34
R. TIME OF ESSENCE...............................................................34
S. TIME FOR PERFORMANCE..........................................................34
T. GOVERNING LAW.................................................................34
U. PARTIAL INVALIDITY............................................................34
28. NOTICES..........................................................................34
29. LIMITATION ON LANDLORD'S LIABILITY...............................................35
30. TENANT ALLOWANCES................................................................35
31. OPTION TO EXTEND.................................................................36
32. TENANT'S OPTION TO TERMINATE.....................................................37
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LEASE
000 XXXXX XXXXXX XXXXX
XXXXXXX, XXXXXXXX
AGREEMENT OF LEASE made as of this 1st day of October, 2000 (hereinafter
referred to as the "Lease") between 000 Xxxxx Xxxxxx Xxxxx, L.L.C., an
Illinois
limited liability company (hereinafter referred to as "Landlord"), and ORBITZ,
LLC, a Delaware limited liability company, whose present address is 000 Xxxxx
Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"Tenant");
WITNESSETH:
Landlord hereby agrees to Lease to Tenant, and Tenant hereby agrees to
accept, the premises (hereinafter referred to as the "Premises") designated on
the plan attached hereto as Exhibit A and commonly described as the entirety of
the eighteenth (18th) and nineteenth (19th) floors containing approximately
44,766 square feet of "Rentable Area" in the aggregate in the building known as
000 Xxxxx Xxxxxx Xxxxx (hereinafter referred to as the "Building") located on a
parcel of land at the southwest corner of South Xxxxxx Drive and West Xxxxx
Street, in the City of Chicago, Xxxx County,
Illinois and legally described on
Exhibit H attached hereto and made part hereof (hereinafter referred to,
together with all present and future easements, additions, improvements and
other rights appurtenant thereto, as the "Land"), subject to the terms and
conditions of this Lease. For purposes of this Lease, the Rentable Area of the
Building and the Premises shall be computed in accordance with Building Owners
and Managers Association International Standard Method for Measuring Floor Area
in Office Buildings known as ANSI/BOMA Z65.1-1996, approved June 7, 1996 by
American National Standards Institute, Inc. ("BOMA Standards"), as modified in a
manner similar to that adopted by other first-class office buildings in the
Chicago metropolitan area and consistently applied throughout the Building.
In consideration thereof, Landlord and Tenant covenant and agree as
follows:
1. TERM.
The term of this Lease (hereinafter referred to as the "Term")
shall commence on the date of substantial completion of the Work to be performed
on the eighteenth (18th) floor portion of the Premises pursuant to the Work
Letter attached hereto as Exhibit C ("Work Letter"), (the "Commencement Date"),
and shall end on the last day of the eighty-fourth (84th) full calendar month
thereafter (hereinafter referred to as the "Termination Date"), unless sooner
terminated (or extended) as provided herein; provided, however if substantial
completion of the Work on the eighteenth (18th) floor is delayed because of any
"Tenant Delay" (as such term is defined in the Work Letter), the Commencement
Date shall be the date on which substantial completion would have occurred but
for any Tenant Delay. At the time of substantial completion of the Work on the
eighteenth (18th) floor, Landlord and Tenant shall execute a written memorandum
confirming the Commencement Date and the Termination Date. The mutual
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determination of Landlord's architect or interior space planner for the Building
and Tenant's architect shall be final and conclusive on Landlord and Tenant as
to whether the Work has been substantially completed. Upon substantial
completion by Landlord of the Work on the eighteenth (18th) floor, Tenant shall
within seventy-two (72) hours thereafter vacate the nineteenth (19th) floor and
relocate to the eighteenth (18th) floor so that Landlord may thereafter commence
construction of the Work on the nineteenth (19th) floor. Notwithstanding
anything herein to the contrary, if the Work on the eighteenth (18th) floor is
not substantially complete by June 2001 for any reason other than due to a
"Tenant Delay" as defined in the Workletter or due to causes beyond the
reasonable control of Landlord, then Tenant may elect to terminate this Lease by
delivering written notice thereof to Landlord at any time after June 1, 2001 and
before the date the Work on the eighteenth (18th) floor is substantially
complete; provided, however, that such termination shall not be effective if
Landlord delivers written notice to Tenant, within ten (10) days after receipt
of Tenant's termination notice that Landlord will substantially complete the
Work on the eighteenth (18th) floor, and thereafter does complete the Work on
the eighteenth (18th) floor, within thirty (30) days after receipt of Tenant's
termination notice.
2. BASE RENT.
A. BASE RENT. Tenant shall pay to Landlord or Landlord's agent
at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx, or at such other place as Landlord
may from time to time designate in writing, in currency which, at the time of
payment, is legal tender for private or public debts in the United States of
America, rent at the annual rate set forth in the schedule attached hereto as
Exhibit B and made a part hereof (hereinafter referred to as the "Base Rent") on
or before the first day of each and every month during the Term, without demand
and without any set-off or deduction whatsoever, except as otherwise expressly
set forth herein. Any Base Rent payable for a partial month shall be paid on a
pro rata basis based on the number of days in such partial month on the first
day of such month which falls within the Term. Each period of twelve (12) months
beginning on the Commencement Date or on any anniversary thereof and ending on
the day before the following anniversary of the Commencement Date or on the
Termination Date, as the case may be, is hereinafter referred to as a "Lease
Year."
B. PARTIAL ABATEMENT OF BASE RENT AND ADDITIONAL RENT. If
Tenant has taken occupancy of that portion of the Premises comprising the
eighteenth (18th) floor of the Building for the purpose of carrying on its
business therein and if Tenant is not in "default" hereunder (as described in
Section 22 hereof) on the date any such installment is due, Base Rent and
Additional Rent due hereunder commencing on the Commencement Date with respect
to the portion of the Premises comprising the entirety of the nineteenth (19th)
floor shall be abated in full through April 30, 2001.
3. ADDITIONAL RENT.
In addition to paying the Base Rent specified in Section 2 hereof,
Tenant shall pay as "Additional Rent" the amounts described in this Section 3.
Such Additional Rent paid by
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Tenant and other tenants in the Building shall reimburse Landlord for all
expenses of operating and maintaining the Land and the Building, except as
expressly excluded below, and shall permit Landlord to receive the Base Rent as
"net" rent. The Base Rent and the Additional Rent are sometimes herein
collectively referred to as the "Rent." All Additional Rent shall be payable for
the same periods and in the same manner, time and place as the Base Rent.
Without limitation on other obligations of Tenant which shall survive the
expiration of the Term, the obligations of Tenant to pay Additional Rent and the
obligations of Landlord to credit or refund any overpayments shall survive the
expiration of the Term for a period of twenty-four (24) months. For any partial
Calendar Year, Tenant shall be obligated to pay only a pro rata share of the
Additional Rent for such Calendar Year, based on the number of days of the Term
falling within such Calendar Year.
A. DEFINITIONS. As used in this Section 3, the terms:
(i) "Calendar Year" shall mean each calendar year in which any
part of the Term falls, through and including the year in which the Term
expires.
(ii) "Tenant's Proportionate Share" shall mean 5.92%, being the
percentage calculated by dividing the Rentable Area contained in the Premises,
as determined by Landlord and shown on the first page of this Lease, by 756,600
rentable square feet (being the Rentable Area of the Building).
(iii) "Taxes" shall mean taxes levied, assessed or imposed against
Landlord (or which Landlord is obligated to pay on behalf of any other person or
entity having any interest in the Land or the Building) in connection with the
Land, the Building, the operation thereof or any rights or responsibilities
related thereto, except with respect to the off-site parking garage. "Taxes"
shall include without limitation: (a) real estate taxes and assessments, special
or otherwise, levied or assessed upon the Land or Building; (b) ad valorem taxes
for any personal property used in connection with the Land or Building; (c) any
tax, assessment, charge or fee which is imposed in substitution for, or in lieu
of an increase in, such real estate taxes and ad valorem personal property
taxes; (d) any income tax based solely on Landlord's income from the Land and
Building which taxes such income in a different manner than income from sources
other than the ownership and operation of income-producing real estate and which
is in lieu of real property taxes; or (e) a tax on rents or leases which is in
lieu of real property taxes. Taxes shall also include, in the year paid, all
fees for consultants and attorneys and all other costs incurred by Landlord in
seeking to obtain a reduction of, or a limit on the increase in, any Taxes,
regardless of whether any reduction or limitation is obtained. Taxes shall not
include any inheritance, estate, succession, transfer, gift, franchise, or
capital stock tax or any income taxes other than those described above, nor
shall Taxes include, so long as Tenant has paid Tenant's Proportionate Share of
Ownership Taxes in a timely manner as required hereunder, any interest or
penalties on account of Landlord's failure to pay such Taxes in a timely manner.
With respect to any Taxes which include assessments against income or property
not related to the Land or Building, Taxes shall include only that portion of
such Taxes which would be payable if the Land and Building and all rights
related thereto were the only assets of Landlord.
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(iv) "Operating Expenses" shall mean all expenses, costs and
disbursements (other than Taxes) of every kind and nature (determined for the
applicable Calendar Year on an accrual basis) paid or incurred by Landlord in
connection with the management, operation, maintenance and repair of the Land
and Building, except the following:
a. Costs of capital improvements to any tenant's premises;
b. Principal or interest payments on loans secured by mortgages
or trust deeds on the Building or Land or rent payable on any ground lease
of the Land;
c. Costs of capital improvements to the Building (including any
improvements required to the common areas of the Building in order to
comply with the provisions of the Americans With Disabilities Act of 1990
(42 U.S.C. Section 12-101 et seq.) (the "ADA")), except that Operating
Expenses shall include (a) the cost of any capital improvement completed on
or after the Commencement Date which is intended to reduce any component of
Operating Expenses, as evenly amortized over the useful life of each such
capital improvement with interest on the unamortized amount at the lesser
of the cost to Landlord for borrowing funds to finance such improvements or
2% per annum above the prime rate or base rate or other comparable
reference rate of interest announced from time to time by Bank One, N.A. or
other bank designated by Landlord if Bank One is not at any time announcing
a prime rate or base rate or other comparable reference rate (but in no
event at a rate which is more than the highest lawful rate allowable in the
State of
Illinois); and (b) the cost of any capital improvement (other than
an improvement required in order for the Building to comply with the ADA)
which is made by Landlord to keep the Land or Building in compliance with
all governmental rules and regulations applicable from time to time thereto
and enacted, adopted or modified after the date of this Lease;
d. Real estate brokers' leasing commissions and attorneys' fees
and expenses incurred in negotiating leases for space in the Building or
handling disputes with tenants of the Building;
e. Payments of any other cost or expense to the extent to which
Landlord is paid or reimbursed by any person (other than as reimbursement
for Additional Rent pursuant to this Section 3);
f. All salaries and expenses for any of Landlord's employees
above the level of property manager;
g. Costs (including, without limitation, attorneys' fees),
fines or penalties incurred due to the violation by Landlord of applicable
laws and regulations;
h. The cost of repairing or restoring any portion of the
Building damaged by a casualty, except that Operating Expenses shall
include the costs of repairs or other work
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occasioned by a casualty to the extent that such cost is not covered by
Landlord's insurance described in Section 11 hereof because of any
deductible amount, provided that the amount of such deductible is
consistent with those maintained by owners of other first-class office
buildings in the downtown Chicago area;
i. The cost of repairs, alterations or replacements required as
the result of the exercise of any right of eminent domain, to the extent
Landlord has received an award therefor;
j. Costs of paintings, sculptures and other artwork within the
Building;
k. Costs and expenses incurred to remove, contain or otherwise
remedy Hazardous Materials (as defined in Section 4.D hereof);
l. Costs incurred in connection with the sale, financing,
refinancing, mortgaging or other change of ownership of the Land or the
Building;
m. Payments to affiliates of Landlord for goods or services in
excess of what would be paid to nonaffiliated parties for such goods or
services in an arm's length transaction; and
n. Costs and expenses in connection with the installation,
operation and maintenance of any health club or restaurant facility in the
Building.
B. EXPENSE ADJUSTMENT. Tenant shall pay to Landlord or
Landlord's agent as Additional Rent, an amount ("Expense Adjustment Amount")
equal to Tenant's Proportionate Share of the amount of Operating Expenses
incurred with respect to each Calendar Year plus Tenant's pro rata share of the
special allocation of Operating Expenses to occupied premises if Section 3D is
applicable for such Calendar Year. The Expense Adjustment Amount with respect to
each Calendar Year shall be paid in monthly installments during such Calendar
Year in an amount estimated from time to time by Landlord (but in no event shall
Landlord revise such estimate more than two (2) times in any Calendar Year) and
communicated by written notice to Tenant. Landlord shall cause to be kept books
and records showing Operating Expenses in accordance with an appropriate system
of accounts and accounting practices consistently maintained. Within six (6)
months following the close of each Calendar Year, Landlord shall cause the
amount of the Expense Adjustment Amount for such Calendar Year to be computed
based on Operating Expenses for such Calendar Year and shall deliver to Tenant a
statement of such amount plus a statement of all estimated installments paid by
Tenant with respect to such Calendar Year. Tenant shall pay to Landlord any
deficiency shown by such statement within thirty (30) days after receipt of such
statement. If the installments paid exceed the amount due, and if Tenant is not
then in default (beyond the expiration of any applicable cure period) hereunder,
Landlord shall either credit the excess against payments of Base Rent and
Additional Rent next due to Landlord from Tenant hereunder or, at Tenant's
option, refund the excess to Tenant within thirty (30) days following Landlord's
determination. Delay in computation of the
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Expense Adjustment Amount shall not be deemed a default hereunder or a waiver of
Landlord's right to collect the Expense Adjustment Amount.
C. TAX ADJUSTMENT. Tenant shall pay to Landlord or Landlord's
agent as Additional Rent, an amount ("Tax Adjustment Amount") equal to Tenant's
Proportionate Share of the amount of Taxes incurred with respect to each
Calendar Year. The Tax Adjustment Amount with respect to each Calendar Year
shall be paid in monthly installments during such Calendar Year in an amount
estimated from time to time by Landlord (but in no event shall Landlord revise
such estimate more than two (2) times in any Calendar Year) and communicated by
written notice to Tenant. If any portion of Taxes for any Calendar Year is
payable in whole or in part before the end of such Calendar Year, Tenant shall,
within thirty (30) days after the written request of Landlord, promptly pay its
Proportionate Share of such payment as a special installment, after deducting
installments previously paid by Tenant under this Section 3C for such Calendar
Year. Following the final payment of Taxes for each Calendar Year, Landlord
shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be
computed and deliver to Tenant a statement of such amount plus a statement of
all estimated installments paid by Tenant for such Calendar Year. Tenant shall
pay to Landlord any deficiency shown by such statement within thirty (30) days
after receipt of such statement. If the installments paid exceed the actual
amount due, and if Tenant is not then in default (beyond the expiration of any
applicable cure period) hereunder, Landlord shall either credit the excess
against payments of Base Rent and Additional Rent next due to Landlord from
Tenant hereunder or, at Tenant's option, refund the excess to Tenant. The amount
of any refund of Taxes received by Landlord shall be credited against Taxes for
the year in which such refund is received. In determining the amount of Taxes
for any year, the amount of special assessments to be included shall be limited
to the amount of the installment (plus any interest payable thereon) of such
special assessment required to be paid during such year as if the Landlord had
elected to have such special assessment paid over the maximum period of time
permitted by law. All references to Taxes "for" a particular year shall be
deemed to refer to Taxes assessed for such year, notwithstanding that such Taxes
are billed and paid in a subsequent Calendar Year. Delay in computation of the
Tax Adjustment Amount shall not be deemed a default hereunder or a waiver of
Landlord's right to collect the Tax Adjustment Amount.
D. ALLOCATION OF OPERATING EXPENSES. If at any time during the
Term less than ninety-five percent (95%) of the then current Rentable Area of
the office section of the Building is occupied by tenants, at Landlord's option
those components of Operating Expenses which vary with occupancy shall be
removed from general Operating Expenses and allocated to the portion of the
Building which is actually occupied by tenants and generating such components of
Operating Expenses. Such special allocation shall be made on a pro rata basis
over the occupied Rentable Area in the office section of the Building, based on
both the comparative Rentable Areas of the occupied premises and the portion of
such Calendar Year during which such premises were occupied. Operating Expenses
which do not vary with occupancy, such as (i) public liability insurance, and
(ii) maintenance and heating and air conditioning costs for the lobby, will
continue to be allocated on a pro rata basis over the
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Rentable Area of the office section of the Building whether or not occupied and
Tenant shall only be responsible for its Proportionate Share of such Operating
Expenses.
E. TENANT'S RIGHT TO EXAMINE LANDLORD'S BOOKS AND RECORDS. If
Tenant does not agree with or otherwise wishes to confirm the correctness of
Landlord's determination of Operating Expenses and Taxes for any Calendar Year,
then Tenant shall have the right to inspect such of Landlord's books and records
relative thereto during normal business hours and in the Office of the Building
if written request ("Tenant's Inspection Request") is given by Tenant to
Landlord not later than sixty (60) days following receipt of the statements
described in Sections 3B and 3C, as the case may be. Any photocopies of
Landlord's books and records which Tenant desires shall be coordinated by
Landlord and shall be made at Tenant's sole cost and expense. If the parties are
unable by negotiation to reach
agreement with respect to Operating Expenses or
Taxes for the Calendar Year in question within forty-five (45) days following
Tenant's Inspection Request, then Tenant shall have the right to engage an
independent real estate consultant or certified public accountant mutually
satisfactory to Landlord and Tenant from an accounting firm with an office in
Chicago who is experienced in the accounting for Operating Expenses in
commercial office buildings in downtown Chicago (to be paid on an hourly and not
a contingent fee basis) to audit Landlord's records with respect to Operating
Expenses or Taxes. Upon engagement by Tenant of such accountant or consultant,
all activities of the accountant or consultant in connection with such audit
shall be undertaken upon the express direction and authorization of Tenant. In
the event such audit discloses (i) errors made during the prior Calendar Year
which, when totaled, establish that the sum overcharged to and paid by Tenant
exceeds five percent (5%) of the actual (as distinguished from estimated) amount
of Tenant's Proportionate Share of Operating Expenses or Taxes, as the case may
be, the audit shall be at the expense of Landlord, or (ii) no errors or an error
which equals or is less than five percent (5%), the audit shall be at the
expense of Tenant.
The results of the audit (regardless of the degree of the error, if any)
shall be binding upon Landlord and Tenant and Landlord shall thereafter, if
appropriate, change its method of calculating Operating Expenses and Taxes
consistent with the results of the audit. If no Tenant's Inspection Request is
received by Landlord within sixty (60) days following receipt by Tenant of
Landlord's statement, or if Tenant shall not elect to cause an audit to be made
of Landlord's records by delivering written notice to Landlord of Tenant's
exercise of Tenant's audit right within forty-five (45) days after delivery of
Tenant's Inspection Request, then Landlord's statement shall conclusively be
deemed to have been approved and accepted by Tenant. Any amount shown by
Landlord's statement to be due to Landlord, whether or not Tenant's Inspection
Request is delivered to Landlord, shall be paid by Tenant as provided in
Sections 3B and 3C above, without prejudice to any such inspection request. If
Tenant timely delivers Tenant's Inspection Request, any charges disclosed by
such statement which Landlord agrees are irregular or improper or which are
thereafter determined to be in error shall be promptly corrected by Landlord,
and Tenant shall receive a credit against the next amounts of Rent due from
Tenant, or Landlord shall pay promptly such amounts due to Tenant, if such
determination is made after the end of the Term, so long as Tenant is not then
in monetary or other material non-monetary default hereunder (subject, however,
to Landlord's right to offset such amount by
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any amounts owing from Tenant to Landlord under this Lease) for any overpayments
made by Tenant as a result of such irregularities or improper charges, or Tenant
shall promptly pay to Landlord any amounts determined to be due Landlord, as the
case may be.
Tenant acknowledges and agrees that it is a condition of Tenant's right to
conduct any inspection or audit pursuant to the foregoing, that Tenant prior to
commencement of such inspection or audit shall execute a confidentiality
agreement whereby Tenant agrees to keep confidential and not disclose to any
other party the results of any such inspection or audit or any action taken by
Landlord in response thereto.
4. USE OF THE PREMISES.
A. RESERVED AREAS. This Lease does not give Tenant any right to
use, and Landlord hereby excludes and reserves for its sole and exclusive use,
the following areas in and about the Premises: janitor closets, stairways and
stairwells (except the internal stairway within the Premises connecting the
eighteenth (18th) and nineteenth (19th) floors, and except that Tenant shall be
permitted to use the Building stairwells between floors of the Premises if
Tenant installs, at Tenant's expense and with Landlord's prior approval and
subject to compliance with all applicable laws, a security access system to the
Premises), fan, mechanical, electrical, telephone and similar rooms (other than
those installed for Tenant's exclusive use); elevator, pipe and other vertical
shafts, flues and ducts; all areas above the acoustical ceiling (subject,
however, to Tenant's removal of ceiling tiles and exposure of the ceiling, which
may be done only with Landlord's prior approval, which will not be unreasonably
withheld, and otherwise in strict compliance with the applicable provisions of
this Lease and the Work Letter attached hereto) and below the finished floor
covering installed in the Premises; all other structural or mechanical elements
serving other areas of the Building; and all subterranean, mineral, air, light
and view rights.
B. PERMITTED USE. Tenant shall use and occupy the Premises for
any general office purpose and incidental related purposes consistent with the
operation of a first-class office building in Chicago,
Illinois.
C. COMPLIANCE WITH LAWS. Tenant shall not use or permit the use
of any part of the Premises for any purpose prohibited by law. Tenant shall, at
its sole expense, comply with and conform to all of the requirements of all
governmental authorities having jurisdiction over the Building which relate in
any way to the internal layout or configuration of the Premises or Tenant's
particular use and occupancy of the Premises throughout the entire Term of this
Lease. Landlord shall operate the Building in compliance with all applicable
laws and requirements of all governmental authorities having jurisdiction over
the Building.
D. HAZARDOUS MATERIALS. Tenant agrees that it will not use,
handle, generate, treat, store or dispose of, or permit the handling,
generation, treatment, storage or disposal of any Hazardous Materials in, on,
under, around or above the Premises now or at any future time (except
insubstantial amounts of Hazardous Materials customarily used in connection with
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normal office uses, provided such use and storage is in compliance with
applicable laws). The term "Hazardous Materials", when used herein, shall
include, but shall not be limited to, any substances, materials or wastes to the
extent quantities thereof are regulated by the City of Chicago or any other
local governmental authority, the State of
Illinois, or the United States of
America because of toxic, flammable, explosive, corrosive, reactive, radioactive
or other properties that may be hazardous to human health or the environment,
including asbestos and including any materials or substances that are listed in
the United States Department of Transportation Hazardous Materials Table, as
amended, 49 C.F.R. 172.101, or in the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. subsections 9601 et seq.,
or the Resource Conservation and Recovery Act, as amended, 42 U.S.C. subsections
6901 et seq., or any other applicable governmental regulation imposing liability
or standards of conduct concerning any hazardous, toxic or dangerous substances,
waste or material, now or hereafter in effect. Tenant's obligations and
liabilities under this paragraph shall survive the expiration of the Term of
this Lease.
Landlord represents that to the best of its knowledge, without any
independent inquiry or investigation, the Building does not contain any
materials classified as Hazardous Materials, except insubstantial amounts
customarily used in connection with general office building uses.
5. POSSESSION.
A. Landlord shall tender possession of the Premises to Tenant
upon substantial completion of Landlord's express obligations set forth in the
Work Letter. It is expressly understood and agreed that the Work described in
the Work Letter shall be phased such that the Work on the eighteenth (18th)
floor shall be substantially completed prior to commencement of the Work on the
nineteenth (19th) floor, and that Landlord shall endeavor to substantially
complete the Work on the eighteenth (18th) floor by February 1, 2001 and on the
nineteenth (19th) floor by April 15, 2001, subject to "Tenant Delays" as such
term is defined in the Work Letter and other causes beyond Landlord's reasonable
control. Landlord's obligations shall not be deemed incomplete if only
insubstantial details of construction, decoration or mechanical adjustments
remain to be done.
B. The Tenant's taking possession of any portion of the
Premises shall be conclusive evidence that such portion of the Premises was in
good order and satisfactory condition when the Tenant took possession, except
for the Punch List Items (as such term is defined in the Work Letter). No
promise of the Landlord to construct, alter, remodel or improve the Premises or
the Building and no representation by Landlord or its agents respecting the
condition of the Premises or the Building have been made to Tenant or relied
upon by Tenant other than as may be contained in this Lease.
C. Tenant is currently occupying that portion of the Premises
comprising the nineteenth (19th) floor of the Building pursuant to a Temporary
Space
Agreement between Landlord and Tenant's predecessor-in-interest, DUNC,
LLC, dated as of April 1, 2000 (the "Temporary Space
Agreement"), the term of
which Temporary Space
Agreement expires on
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January 31, 2001. Landlord and Tenant agree that in the event the Commencement
Date of this Lease has not occurred by February 1, 2001, the term of the
Temporary Space
Agreement shall be extended until the Commencement Date of this
Lease, and Tenant shall be permitted to continue to occupy the nineteenth (19th)
floor of the Building under all of the terms, covenants and conditions of the
Temporary Space
Agreement (including, without limitation, the payment of rent)
until the Commencement Date of this Lease.
6. SERVICES.
A. LIST OF SERVICES. Landlord shall provide the following
services:
(i) Heating and air conditioning when necessary for normal
comfort in the Premises, from Monday through Friday, during the period from
8 a.m. to 6 p.m. and on Saturday during the period from 8 a.m. to 1 p.m.,
excluding holidays. For purposes of this Lease, "holidays" shall not
include Xxxxxx Xxxxxx Xxxx Day, Presidents' Day or Veterans Day, but shall
include all other federal holidays. Tenant will pay for all heating and air
conditioning requested and furnished prior to or following such hours and
on Sundays and holidays at rates to be established from time to time by
Landlord (Landlord's current rate therefor being $100.00 per hour, which
rate is subject to increase from time to time based on increases in
Landlord's actual costs in providing such additional service, not to exceed
5% per annum to the extent such increase is due to an expense within
Landlord's control, and shall not be subject to start-up charges).
Landlord's obligations with respect to heating and air conditioning are
subject to all governmental rules, regulations and guidelines applicable
thereto. As of the date of this Lease, Landlord's heating and cooling
standards for the Building comply with ASHRAE Standard 62-1989 (and any
changes thereto).
(ii) City water from the regular Building outlets for drinking,
lavatory and toilet purposes at all times.
(iii) Janitorial services Monday through Friday in and about the
Premises, in accordance with the cleaning specifications attached hereto as
Exhibit D.
(iv) Window washing of the inside and outside of those windows in
the Building's perimeter walls which are situated in the Premises at
intervals to be determined by Landlord, but not less than three (3) times
per annum.
(v) Adequate automatic passenger elevator service at all times.
(vi) Freight elevator services subject to scheduling by Landlord
to be made available to Tenant free of charge during Tenant's initial move
into each floor of the Premises and at Landlord's standard building charge
thereafter.
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(vii) Access to the Premises, twenty-four (24) hours per day,
seven (7) days per week, except in the event of an emergency and subject to
Tenant's compliance at all times with Building rules and regulations
applicable thereto (as described in Section 21 hereof) and in effect from
time to time including, but not limited to, security measures for access
after normal business hours.
(viii) Manned security desk on the ground floor lobby of the
Building, twenty-four (24) hours a day, seven (7) days a week, subject to
change in conformance with security measures as are, adopted from time to
time in comparable first-class office buildings in the Chicago metropolitan
area.
Landlord also shall provide adequate electrical service to the
electrical closet for standard building lighting fixtures and for Tenant's
incidental uses. Tenant shall bear the cost of replacement of all lamps, tubes,
ballasts and starters for lighting fixtures. With respect to such standard
building lighting fixtures and incidental uses, adequate electrical service will
be furnished in the Premises by Landlord, provided that (a) the connected
electrical load does not exceed an average of five (5) xxxxx per square foot of
the Premises; (b) the electricity so furnished will be at a nominal 120 volts
and no electrical circuit for the supply of such lighting and incidental use
will have a current capacity exceeding 15 amperes; and (c) such electricity will
be used only for standard building lighting fixtures and equipment and
accessories normal to office usage. If Tenant's requirements for electricity are
in excess of those set forth in the preceding sentence, the Landlord reserves
the right to require Tenant to install the conduit, wiring and other equipment
necessary to supply electricity for such excess lighting and incidental use
requirements at the Tenant's expense by arrangement with Commonwealth Edison
Company or another approved local utility.
B. BILLING FOR ELECTRICITY. The Premises shall be separately
metered, and Tenant shall pay for the use of all electrical service to the
Premises (other than the electrical service necessary for Landlord to fulfill
its obligation to provide heating and air conditioning as provided in
Subparagraph 6A(i) hereof). Tenant shall make satisfactory arrangements with the
utility company supplying electricity to the Premises for separate billing.
Tenant shall be billed directly by such utility company and Tenant agrees to pay
each xxxx promptly in accordance with its terms. In the event that for any
reason Tenant cannot be billed directly, Landlord shall forward each xxxx
received by it with respect to the Premises to Tenant and Tenant shall pay it
promptly in accordance with its terms.
C. INTERRUPTION OF SERVICES. Except for the limited abatement
of Rent upon a fire or casualty described in Section 11, Tenant agrees that
Landlord shall not be liable in damages, by abatement of Rent or otherwise, for
failure to furnish or delay in furnishing any service, or for any diminution in
the quality or quantity thereof, when such failure or delay or diminution is
occasioned, in whole or in part, by repairs, renewals, or improvements, by any
strike, lockout or other labor trouble, by inability to secure electricity, gas
or other fuel, or water, at the Building after reasonable effort so to do, by
any accident or casualty whatsoever, by act or default of Tenant or other
parties, or by any cause beyond Landlord's reasonable control. Such
-11-
failures or delays or diminution shall never be deemed to constitute an eviction
or disturbance of Tenant's use or possession of the Premises or relieve Tenant
from paying Rent or performing any of its obligations under this Lease. Landlord
shall be diligent in its efforts to cure any such interruption of service.
Notwithstanding the foregoing, in the event that any such interruption in the
furnishing of any of the foregoing services in accordance with the standards and
otherwise pursuant to this Section 6C which was within the reasonable control of
Landlord to prevent continues beyond twenty-four (24) hours after written notice
to Landlord and materially and adversely affects Tenant's ability to conduct its
business in the Premises, or any portion thereof, and on account thereof Tenant
ceases doing business in the Premises, or such portion thereof, Base Rent and
Additional Rent pursuant to Section 3 shall equitably xxxxx from and after the
date of such interference for so long as and to the extent Tenant's ability to
conduct its business in the Premises or such portion thereof is so affected.
D. CHARGES FOR SERVICES. Charges for any additional service
for which Tenant is required to pay, from time to time hereunder, including but
not limited to after hours hoisting services (but excluding any hoisting during
Tenant's initial move-in, as set forth in Paragraph 6.A.(vi) above) or after
hours heating or air conditioning shall be due and payable at the same time as
the installment of Rent with which they are billed, or if billed separately,
shall be due and payable within thirty (30) days after such billing. If Tenant
shall fail to make payment for any such additional services, Landlord may, with
twenty-four (24) hours' prior notice to Tenant, discontinue any or all of such
additional services and such discontinuance shall not be deemed to constitute an
eviction or disturbance of Tenant's use and possession of the Premises or
relieve Tenant from paying Rent or performing any of its other obligations under
this Lease.
E. ENERGY CONSERVATION. Notwithstanding anything to the
contrary in this Section 6 or elsewhere in this Lease, Landlord shall have the
right to institute such policies, programs and measures as may be necessary or
desirable, in Landlord's reasonable discretion, for the conservation and/or
preservation of energy or energy related services, or as may be required to
comply with any applicable codes, rules and regulations, whether mandatory or
voluntary, so long as such policies and programs do not materially and adversely
impact Tenant's normal business operations and are enforced in the Building in a
non-discriminatory manner.
7. REPAIRS.
Subject to the terms of Section 11 hereof, Tenant will, at Tenant's
own expense, keep the Premises in good order, repair and condition at all times
during the Term, and Tenant shall promptly and adequately repair all damage to
the Premises and replace or repair all damaged or broken fixtures and
appurtenances, under the supervision and subject to the approval of the Landlord
(which approval shall not unreasonably be withheld, conditioned or delayed), and
within any reasonable period of time specified by the Landlord. If Tenant does
not do so, Landlord may, upon prior reasonable notice (except no notice shall be
necessary in an emergency) but need not, make such repairs and replacements, and
Tenant shall pay Landlord the cost thereof, including a percentage (not to
exceed 10%) of the costs thereof sufficient to reimburse Landlord for all
overhead, general conditions, fees and other costs or expenses arising
-12-
from Landlord's involvement with such repairs and replacements, within ten (10)
days of being billed for same. Landlord may, but shall not be required to, enter
the Premises at all reasonable times and with prior reasonable notice (which
notice may be verbal, and except that no notice shall be required in the event
of an emergency) to make such repairs, alterations, improvements and additions
to the Premises or to the Building or to any equipment located in the Building
as Landlord shall desire or deem necessary or as Landlord may be required to do
by governmental authority or court order or decree. Landlord agrees to use
reasonable efforts not to interfere with the conduct by Tenant of its business
in the Premises during ordinary business hours in connection with any such work
performed by Landlord.
Landlord shall, at Landlord's expense (subject to inclusion of such
expenses in Operating Expenses to the extent permitted by Section 3 hereof),
keep in good order, repair and condition (including the replacement) consistent
with a Class "A" office building in downtown Chicago and maintain in compliance
with all applicable laws at all times during the Term, all structural elements
of the Building, including floor and ceiling slabs, the exterior walls and
windows, the roof, common Building mechanical, plumbing, electrical and HVAC
systems, the elevators, the washrooms, the lobby of the Building and all other
common areas of the Building to the extent such systems or common areas service
or are of benefit to the Premises. Landlord represents that, to the best of its
knowledge, without any independent inquiry or investigation, all common Building
mechanical, plumbing, electrical and HVAC systems serving the Premises are in
good working order and repair as of the date of this Lease.
8. ADDITIONS AND ALTERATIONS.
Tenant shall not, without the prior written consent of Landlord
(which consent shall not unreasonably be withheld, delayed or conditioned, so
long as the structural parts of the Building or Building systems are not
involved), make any alterations, improvements or additions to the Premises.
Landlord's refusal to give said consent shall be conclusive. If Landlord
consents to said alterations, improvements or additions, it may impose such
reasonable conditions with respect thereto as Landlord deems appropriate,
including, without limitation, requiring Tenant to furnish Landlord with
security for the payment of all costs to be incurred in connection with such
work, insurance against liabilities which may arise out of such work, plans and
specifications plus permits necessary for such work and "as-built" drawings or
an accurately marked record set of drawings showing the actual location of said
alterations, improvements and additions. The work necessary to make any
alterations, improvements or additions to the Premises shall be done at Tenant's
expense by employees of, or contractors hired by, Landlord except to the extent
Landlord gives its prior written consent to Tenant's hiring its own contractors
(which consent shall not be unreasonably withheld, delayed or conditioned,
except that Landlord may arbitrarily withhold consent in cases involving
Building systems such as plumbing, HVAC and electrical), and except that Tenant
shall have the right to hire its own contractors in connection with the Tenant
Improvement Work described in Section 30 hereof, subject to Landlord's approval
of said contractors. Tenant shall promptly pay to Landlord or the Tenant's
contractors, as the case may be, when due, the cost of all such work and of all
decorating required by reason thereof. Tenant shall also pay to Landlord a
percentage of the so-called "hard" costs of such work (such
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percentage to be established on a uniform basis for the Building and shall not
exceed 5%) sufficient to reimburse Landlord for all overhead, general
conditions, fees and other costs and expenses arising from Landlord's
involvement with such work forthwith upon being billed for the same; provided,
however, that Landlord shall not charge such a percentage in connection with the
Tenant Improvement Work described in Section 30 hereof. Upon completion of such
work Tenant shall deliver to Landlord, if payment is made directly to
contractors, evidence of payment, contractors' affidavits and full and final
waivers of all liens for labor, services or materials all in form reasonably
satisfactory to Landlord. Tenant shall defend and hold Landlord and the Land and
Building harmless from all costs, damages, liens and expenses related to such
work. All work done by Tenant or its contractors pursuant to Section 7 or 8
shall be done in a first-class workmanlike manner using only good grades of
materials and shall comply with all insurance requirements and all applicable
laws and ordinances and rules and regulations of governmental departments or
agencies. Notwithstanding anything herein to the contrary, Landlord's consent
shall not be required for work which (i) does not affect the structural parts of
the Building or the Building systems, (ii) does not involve installation of any
conduit or cabling in the Building, and (iii) does not (on a "per project"
basis) exceed $20,000.00 in any twelve (12) month period, so long as Tenant
employs union contractors to perform such work and provided such work is
scheduled in advance with Landlord.
Subject to the terms and conditions hereinafter set forth, Tenant shall be
permitted to install computer connections and information pathways ("Network
Connections") in the Premises. The initial cabling, recabling, installation,
removal, connection, reconnection or disconnection of any such Network
Connections shall be performed as part of the Work described in the Work Letter,
and shall be subject to Landlord's approval as more particularly set forth
therein. Any cabling, recabling, installation, removal, repair, expansion,
connection, reconnection or disconnection of any such Network Connections after
such initial installation shall be performed strictly in accordance with this
Section 8, except that Landlord's prior consent shall not be required in
connection therewith provided: (i) Tenant shall notify Landlord in writing
within twenty-four (24) hours following completion (or as soon thereafter as
practicable) of any such cabling, recabling, installation, removal, repair,
expansion, connection, reconnection or disconnection of any such Network
Connections; (ii) Landlord shall thereafter have the right to enter the Premises
to inspect such cabling, recabling, installation, removal, connection, repair,
expansion, reconnection or disconnection of any such Network Connections at any
time within forty-eight (48) hours following such notice, subject to extensions
for any delay on the part of Tenant, to determine if any Building systems have
been altered, disturbed or otherwise negatively affected; (iii) all piping and
telephone riser work in connection with any such Network Connections shall be
performed by union certified personnel; and (iv) all such Network Connections
shall be installed and maintained so as to not interfere with other systems or
services located in the Building or used or maintained by Landlord or any other
tenant.
9. COVENANT AGAINST LIENS.
Tenant has no authority or power to cause or permit any lien or
encumbrance of any kind whatsoever, whether created by act of Tenant, operation
of law or otherwise, to attach
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to or be placed upon Landlord's title or interest in the Land, Building or
Premises, and any and all liens and encumbrances created by Tenant shall attach
to Tenant's interest only. Tenant covenants and agrees not to suffer or permit
any lien of mechanics or materialmen or others to be placed against the Land,
Building or the Premises with respect to work or services claimed to have been
performed for or materials claimed to have been furnished to Tenant or the
Premises, and, in case of any such lien attaching, or claim thereof being
asserted, Tenant covenants and agrees to cause it to be immediately released and
removed of record or, if Tenant desires to contest such lien, Tenant shall
provide Landlord with a title insurance indemnity or bond. In the event that
such lien is not released and removed or insured or bonded over within ten (10)
days following notice thereof from Landlord, Landlord, at its sole option, may
take all action necessary to release and remove such lien (without any duty to
investigate the validity thereof) and Tenant shall promptly upon notice
reimburse Landlord for all actual, out-of-pocket sums, costs and expenses
(including reasonable attorney's fees) incurred by Landlord in connection with
such lien.
10. INSURANCE.
A. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waive
any and every claim for recovery from the other for any and all loss of or
damage to the Building or Premises or to the contents thereof, which loss or
damage is covered by valid and collectible physical damage insurance policies,
or which would be covered if insurance required hereunder were in effect.
Inasmuch as this mutual waiver will preclude the assignment of any such claim by
subrogation (or otherwise) to an insurance company (or any other person),
Landlord and Tenant each agree to give to each insurance company which has
issued, or in the future may issue, to it policies of physical damage insurance,
written notice of the terms of this mutual waiver, and to have said insurance
policies properly endorsed, if necessary, to prevent the invalidation of said
insurance coverage by reason of said waiver.
B. COVERAGE. Tenant shall purchase and maintain insurance
during the entire Term for the benefit of Tenant and Landlord (as their interest
may appear) with terms, coverages and in companies reasonably satisfactory to
Landlord, and with such increases in limits as Landlord may from time to time
reasonably request, but initially Tenant shall maintain the following coverages
in the following amounts:
(i) Commercial General Liability Insurance naming Tenant,
Landlord, Landlord's mortgagee and Landlord's management agent covering any
liability for bodily injury, personal injury and property damage arising
out of Tenant's operations, assumed liabilities or use of the Premises, for
limits of liability not less than:
Bodily Injury Liability $3,000,000 each occurrence
$3,000,000 annual aggregate
Personal Injury Liability $3,000,000 annual aggregate
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Property Damage Liability $1,000,000 each occurrence
$1,000,000 annual aggregate
(ii) Physical Damage Insurance covering all office furniture,
trade fixtures, office equipment, merchandise and all other items of
Tenant's property on the Premises. Such insurance shall be written on an
"all risks" of physical loss or damage basis, for the full replacement cost
value of the covered items and in amounts that meet any coinsurance clause
of the policies of insurance.
(iii) "Dram-Shop" Insurance or Host Liquor Liability Insurance or
Innkeepers Liability Insurance naming Tenant, Landlord and Landlord's
management agent covering any liability that might arise from the sale,
provision or use of alcoholic beverages by Tenant on the Premises in an
amount reasonably satisfactory to Landlord from time to time in light of
statutory limits.
Tenant shall, prior to the commencement of the Term, furnish to Landlord
certificates evidencing such coverage, which certificates shall state that such
insurance coverage may not be changed or canceled without at least ten days
prior written notice to Landlord and Tenant.
C. AVOID ACTION INCREASING RATES. Tenant shall comply with all
applicable laws and ordinances, all orders and decrees of court and all
requirements of other governmental authorities, and shall not, directly or
indirectly, make any use of the Premises which may thereby be prohibited or be
dangerous to person or property or which may jeopardize any insurance coverage
or may increase the cost of insurance or require additional insurance coverage.
If by reason of the failure of Tenant to comply with the provisions of this
Section 10C, any insurance premium is increased, Tenant shall make immediate
payment of the increased insurance premium upon demand by Landlord or if
insurance coverage is jeopardized, Landlord shall have the option to terminate
this Lease by written notice to Tenant.
D. LANDLORD'S INSURANCE. Landlord shall insure the Building on
an "all risks" of physical loss or damage basis, in an amount equivalent to the
full replacement cost of the Building, and shall maintain commercial general
liability insurance as is customarily maintained by landlords of first class
office buildings in downtown Chicago,
Illinois. These insurance provisions shall
in no way limit or modify Tenant's obligations under the provisions of this
Lease. All insurance premiums on such policies and the deductible portion of any
claims thereunder shall be included in Operating Expenses.
11. FIRE OR CASUALTY.
A. Section 7 hereof notwithstanding, if the Premises or the
Building (including machinery or equipment used in its operation) shall be
damaged by fire or other casualty and if such damage does not render all or a
substantial portion of the Premises or Building untenantable, then Landlord
shall repair and restore the same with reasonable promptness, subject to
reasonable delays for insurance adjustments and delays caused by matters
-16-
beyond Landlord's reasonable control. If any such damage is uninsured and not
covered by customary fire and extended coverage insurance, Landlord shall have
the right to terminate this Lease as of the date of such damage (with
appropriate prorations of Rent being made for Tenant's possession subsequent to
the date of such damage of those tenantable portions of the Premises) upon
giving written notice to the Tenant at any time within ninety (90) days after
the date of such damage. If any such damage renders all or a substantial portion
of the Premises or the Building untenantable, Landlord shall, within forty-five
(45) days after the occurrence of such damage and in good faith, estimate the
length of time that will be required to substantially complete the repair and
restoration of such damage and shall by notice advise Tenant of such estimate.
If it is so estimated that the amount of time required to substantially complete
such repair and restoration will exceed two hundred seventy (270) days with
respect to damage to the Building (or one hundred eighty (180) days with respect
to damage to the Premises) from the date such damage occurred, then either
Landlord or Tenant shall have the right to terminate this Lease as of the date
of such damage upon giving notice to the other at any time within twenty (20)
days after Landlord gives Tenant the notice containing said estimate (it being
understood that Landlord may, if it elects to do so, also give such notice of
termination together with the notice containing said estimate). Landlord shall
have no liability to Tenant, and Tenant shall not be entitled to terminate this
Lease, by virtue of any delays in completion of such repairs and restoration;
provided, however, that Rent shall xxxxx on those portions of the Premises as
are, from time to time, untenantable as a result of such damage. Notwithstanding
the foregoing, in the event Landlord has promptly commenced and is diligently
proceeding in good faith to complete the work required of it hereunder but is
unable to substantially complete such work within the time period estimated by
Landlord, and if Landlord shall not have substantially completed such work
within an additional sixty (60) day period (plus such additional time as may be
required due to strikes, acts of God, shortages of labor or materials or other
reasons beyond Landlord's reasonable control), Tenant shall upon expiration of
such additional sixty (60) day period (as it may be extended, as aforesaid) have
the right to terminate this Lease upon delivery of written notice to Landlord of
such termination on or before the earlier of (a) the date of substantial
completion of such work or (b) fifteen (15) days following expiration of such
sixty-day period (as it may be extended, as aforesaid). If any damage by fire or
other casualty occurs within one (1) year of the Termination Date of this Lease
and renders the Premises unusable for Tenant's particular business use, and as a
result thereof Tenant ceases to conduct business in the Premises, Tenant shall
also have the right to terminate this Lease as of the date of such damage upon
giving written notice to Landlord at any time within forty-five (45) days after
the date of such damage.
B. Landlord shall repair or restore any portion of the
alterations, additions or improvements in the Premises or the decorations
thereto to the extent that such alterations, additions, improvements and
decorations were provided by Landlord at the beginning of the Term or
specifically approved of by Landlord during the Term as provided in Sections 5
and 8. Landlord shall have no further obligation pursuant to this Lease to
repair or restore any alterations, additions or improvements in the Premises or
the decorations thereto. If Tenant desires any other or additional repairs or
restoration, the same shall be done at Tenant's sole cost and expense subject to
all of the provisions of Sections 7 and 8 hereof (including, but not limited to,
the requirements for Landlord's consent thereto). Tenant acknowledges that
Landlord shall
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be entitled to the full proceeds of any insurance coverage, whether carried by
Landlord or Tenant, for damage to alterations, additions, improvements or
decorations which would become Landlord's property upon the termination of this
Lease.
12. WAIVER OF CLAIMS - INDEMNIFICATION.
To the extent not prohibited by law and except for the negligence
or willful misconduct of Landlord, its agents or employees (but subject in all
events to the provisions of Section 10 hereof), Landlord and Landlord's members,
managers, partners, affiliates, officers, agents, servants and employees shall
not be liable for any damage either to person, property or business or resulting
from the loss of use thereof sustained by Tenant or by other persons due to the
Building or any part thereof or any appurtenances thereof becoming out of
repair, or due to the happening or any accident or event in or about the
Building, including the Premises, or due to any act or neglect of any tenant or
occupant of the Building or of any other person. This provision shall apply
particularly, but not exclusively, to damage caused by gas, electricity, snow,
ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or
leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and,
except as otherwise expressly provided herein or prohibited by law (but subject
in all events to the provisions of Section 10 hereof), shall apply without
distinction as the person whose act or neglect was responsible for the damage
and whether the damage was due to any of the causes specifically enumerated
above or to some other cause of an entirely different kind. Tenant further
agrees that all personal property upon the Premises, or upon loading docks,
receiving and holding areas, or freight elevators of the Building, shall be at
the risk of Tenant only, and that Landlord shall not be liable for any loss or
damage thereto or theft thereof. Without limitation of any other provisions
hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord
and Landlord's members, managers, partners, affiliates, officers, agents,
servants and employees from and against all liability to third parties arising
out of the use of the Premises or acts of Tenant or its servants, agents,
employees, contractors, suppliers, workers or invitees, but only to the extent
that such liability is not covered by the proceeds of insurance required to be
maintained by Landlord pursuant to Section 10 hereof. Except to the extent
caused by the negligence or willful misconduct of Tenant, its officers, agents,
servants and employees, Landlord agrees to defend, protect, indemnify and save
harmless Tenant and its partners, affiliates, officers, agents, servants and
employees from and against all liability to third parties arising out of or in
connection with Landlord's ownership and operation of the Building or Landlord's
activities in the Building or arising from any act of Landlord or its servants,
agents, employees, contractors, suppliers, workers or invitees, but only to the
extent that such liability is not covered by the proceeds of insurance required
to be maintained by Tenant pursuant to Section 10 hereof (whether or not such
insurance is in fact so maintained by Tenant).
13. NONWAIVER.
No waiver of any provision of this Lease shall be implied by any
failure of Landlord or Tenant to enforce any remedy on account of the violation
of such provisions, even if such violation be continued or repeated
subsequently, and no express waiver shall affect any
-18-
provision other than the one specified in such waiver and that one only for the
time and in the manner specifically stated. No receipt of monies by Landlord
from Tenant after the termination of this Lease shall in any way alter the
length of the Term or of Tenant's right of possession hereunder or after the
giving of any notice shall reinstate, continue or extend the Term or affect any
notice given Tenant prior to the receipt of such monies, it being agreed that
after the service of notice or the commencement of a suit or after final
judgment for possession of the Premises, Landlord may receive and collect any
Rent due, and the payment of said Rent shall not waive or affect said notice,
suit or judgment.
14. CONDEMNATION.
A. In the event all or substantially all of the Building or the
Premises is taken or condemned by eminent domain or by any conveyance in lieu
thereof (such taking, condemnation or conveyance in lieu thereof being
hereinafter referred to as "condemnation"), the Term shall cease and this Lease
shall terminate on the earlier of the date the condemning authority takes
possession or the date title vests in the condemning authority. In the event any
portion of the Building shall be taken by condemnation (whether or not such
taking includes any portion of the Premises), which taking, in Landlord's
reasonable judgment, is such that the Building cannot be restored in an
economically feasible manner for use substantially as originally designed, then
Landlord shall have the right, at Landlord's option, to terminate this Lease,
effective as of the date specified by Landlord in a written notice of
termination from Landlord to Tenant, which date shall be no earlier than one
hundred twenty (120) days following the date of Landlord's notice, unless the
condemning authority shall take possession on an earlier date, in which event
the date of possession shall be the date of termination. In the event that a
portion, but less than substantially all, of the Premises shall be taken by
condemnation, then this Lease shall be terminated as of the date of such
condemnation as to the portion of the Premises so taken, and, unless Landlord
exercises its option to terminate this Lease set forth in this Section 14, this
Lease shall remain in full force and effect as to the remainder of the Premises.
Notwithstanding the foregoing, in the event any such taking includes a portion
of the Premises which, in Tenant's reasonable judgment, is material to Tenant's
use and enjoyment of the Premises, Tenant shall have the right, at Tenant's
option, to terminate this Lease, effective as of the date specified by Tenant in
a written notice of termination from Tenant to Landlord (which specified date
shall be no earlier than the earlier of the date the condemning authority takes
possession or the date title vests in the condemning authority). In the event of
termination of this Lease pursuant to the provisions of this Section 14, the
Rent shall be apportioned as of such date of termination (based on the remaining
square footage of the Premises) provided, however, that those provisions of this
Lease which are designated to cover matters of termination and the period
thereafter shall survive the termination hereof.
B. All compensation awarded or paid upon a condemnation of any
portion of the Building shall belong to and be the property of Landlord without
participation by Tenant. Nothing herein shall be construed, however, to preclude
Tenant from prosecuting any claim directly against the condemning authority for
loss of business, loss of good will, moving expenses, damage to, and cost of
removal of, trade fixtures, furniture and other personal property
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belonging to Tenant; provided, however, that Tenant shall make no claim which
shall diminish or adversely affect any award claimed or received by Landlord.
C. If any portion of the Land other than the Building is taken
by condemnation or if the temporary use or occupancy of all or any part of the
Premises shall be taken by condemnation during the Term, this Lease shall be
and remain unaffected by such condemnation, and Tenant shall continue to pay in
full the Rent payable hereunder. In the event of any such temporary taking for
use or occupancy of all or any part of the Premises, Tenant shall be entitled
to appear, claim, prove and receive the portion of the award for such taking
that represents compensation for use or occupancy of the Premises during the
Term and Landlord shall be entitled to appear, claim, prove and receive the
portion of the award that represents the cost of restoration of the Premises
and the use or occupancy of the Premises after the end of the Term hereof. In
any event of any such condemnation of any portion of the Land other than the
Building, Landlord shall be entitled to appear, claim, prove and receive all of
that award.
15. ASSIGNMENT AND SUBLETTING.
A. Subject to any provisions of this Section 15 to the
contrary, Tenant shall not, without the prior written consent of Landlord (which
consent shall not unreasonably be withheld, delayed or conditioned as set forth
in Section 15C below) (i) assign, convey or mortgage this Lease or any interest
hereunder; (ii) permit to occur or permit to exist any assignment of this Lease,
or any lien upon Tenant's interest, voluntarily or by operation of law; (iii)
sublet the Premises or any part thereof; or (iv) permit the use of the Premises
by any parties other than Tenant and its employees and its contractors who are
providing services to Tenant (and not to other parties) in the Premises. Any
such action on the part of Tenant shall be void and of no effect. There shall be
no partial assignment of Tenant's interest in this Lease. The term "sublease"
and all words derived therefrom, as used in this Section 15, shall include any
subsequent sublease or assignment of such sublease and any other interest
arising under such sublease. Landlord's consent to any assignment, subletting or
transfer or Landlord's election to accept any assignee, subtenant or transferee
as the tenant hereunder and to collect rent from such assignee, subtenant or
transferee shall not release Tenant or any subsequent tenant from any covenant
or obligation under this Lease. Landlord's consent to any assignment, subletting
or transfer shall not constitute a waiver of Landlord's right to withhold its
consent to any future assignment, subletting, or transfer. Landlord may
condition its consent upon execution by the subtenant or assignee of an
instrument confirming such restrictions on further subleasing or assignment and
joining in the waivers and indemnities made by Tenant hereunder.
B. If Tenant desires the consent of Landlord to an assignment
or subletting, Tenant shall submit to Landlord at least thirty (30) days prior
to the proposed effective date of the assignment or sublease a written notice
which includes:
1. all documentation then available related to the proposed
sublease or assignment (copies of final executed documentation to be
supplied on or before the effective date); and
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2. sufficient information to permit Landlord to determine the
identity and character of the proposed subtenant or assignee and the
financial condition of the proposed assignee.
C. If Landlord does not terminate this Lease, in whole or in
part, pursuant to Section 15D, Landlord shall not unreasonably withhold, delay
or condition its consent to such assignment or subletting; provided, however, it
shall be reasonable for Landlord to withhold its consent if:
1. in the reasonable judgment of Landlord the subtenant or
assignee is of a character or engaged in a business or attracts a volume,
frequency or type of employee or visitor which is not in keeping with the
standards maintained by Landlord in the Building or that will impose an
excessive demand on or use of the facilities or services of the Building;
2. in the reasonable judgment of Landlord the purpose for which
the subtenant or assignee intends to use the subleased space is in
violation of the terms of this Lease or the lease of any other tenant in
the Building which prohibits such use;
3. the subtenant or assignee is a governmental authority or
agency or an organization or persons enjoying sovereign or diplomatic
immunity; or
4. such assignment or subletting would cause a default under
another lease in the Building or under any ground lease, deed of trust,
mortgage, restrictive covenant, easement or other encumbrance affecting the
Land.
D. In addition to withholding its consent (in those cases in
which Landlord's consent is required), Landlord shall have the right to
terminate this Lease as to that portion of the Premises which Tenant seeks to
assign or sublet, whether by requesting Landlord's consent thereto or otherwise.
Landlord may exercise such right to terminate by giving written notice to Tenant
at any time prior to Landlord's written consent to such assignment or sublease.
In the event Landlord shall exercise its termination right, Tenant shall have
the right to withdraw its notice of intent to assign or sublease, and thus
nullify Landlord's termination exercise, by providing notice to Landlord within
ten (10) days of Landlord's exercise of its termination right. In the event that
Landlord exercises such right to terminate (which right is not nullified as set
forth in the preceding sentence), Landlord shall be entitled to recover
possession of and Tenant shall surrender such portion of the Premises on the
later of (i) the proposed date for possession by such assignee or subtenant, or
(ii) ninety (90) days after the date of Landlord's notice of termination to
Tenant.
E. In the event that Landlord consents to any assignment or
sublease of any portion of the Premises, as a condition of Landlord's consent,
if Landlord so elects to consent, Tenant shall pay to Landlord the amounts
described in Paragraph G below plus fifty percent
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(50%) of all profit (after deducting therefrom any broker commissions, legal
fees, tenant improvement costs and all other direct and reasonable costs
incurred by Tenant in connection with such assignment or subletting) derived by
Tenant from such assignment or sublease. Tenant shall furnish Landlord with a
sworn statement, certified by an independent certified public accountant,
setting forth in detail the computation of profit (which computation shall be
based upon an appropriate system of accounts and accounting practices
consistently applied), and Landlord, or its representatives, shall have access
to the books, records and papers of Tenant in relation thereto, and may make
copies thereof. Any rent in excess of that paid by Tenant hereunder for the
Premises so assigned or sublet realized by reason of such assignment or sublease
shall be deemed an item of such profit. If a part of the consideration for such
assignment or sublease shall be payable other than in cash, the payment to
Landlord shall be payable in accordance with the foregoing percentage of the
cash and other non-cash considerations in such form as is satisfactory to
Landlord. Such percentage of Tenant's profits shall be paid to Landlord promptly
by Tenant upon Tenant's receipt from time to time of periodic payments from such
assignee or subtenant or at such other time as Tenant shall realize its profits
from such assignment or sublease. If such sublease or assignment is part of a
larger transaction in which other assets of Tenant are being transferred, the
consideration for the assignment or sublease shall be the fair market value of
such assignment or the fair market rental for such sublease, as reasonably
determined by Landlord.
F. [Intentionally Omitted.]
G. Tenant shall pay to Landlord all reasonable attorney's fees
and other reasonable costs and expenses incurred by Landlord in reviewing the
documentation and determining whether to consent to any proposed sublease or
assignment, regardless of whether Landlord consents or does not consent;
provided, however, that the foregoing amounts shall not exceed $2,500.00 in the
case of any routine sublease or assignment not requiring extended attorney
review.
H. Notwithstanding anything in this Section 15 to the contrary,
Tenant shall have the right, upon ten (10) days' prior written notice to
Landlord but without obtaining Landlord's prior consent and without payment to
Landlord of any profit, (a) to sublet all or part of the Premises to any
subsidiary, parent or affiliate of Tenant or any related corporation or other
entity which controls Tenant, is controlled by Tenant or is under common control
with Tenant; or (b) to assign this Lease to a successor corporation or other
entity into which or with which Tenant is merged or consolidated or which
acquired substantially all of Tenant's assets and property; provided that (i)
such successor corporation or entity assumes all of the obligations and
liabilities of Tenant and shall have net worth at least equal to the net worth
of Tenant immediately prior to such assignment or sublease, as determined by an
appropriate system of accounts and accounting practices consistently applied,
and (ii) Tenant provides in its notice to Landlord the information required in
this Section 15. For the purpose hereof "control" shall mean ownership of not
less than 50% of all the voting stock or legal and equitable interest in such
corporation or entity.
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16. SURRENDER OF POSSESSION.
All alterations, improvements and additions to the Premises,
whether temporary or permanent in character, made or paid for by Landlord or
Tenant, shall without compensation to Tenant become Landlord's property at the
termination of this Lease by lapse of time or otherwise and shall, unless
Landlord requests their removal as hereinafter set forth, be relinquished to
Landlord in good condition, ordinary wear and tear excepted.
Upon the expiration of the Term or upon the termination of Tenant's
right of possession, whether by lapse of time or at the option of Landlord as
herein provided, Tenant shall forthwith surrender the Premises to Landlord in
good order, repair and condition, ordinary wear and tear and damage by fire or
other casualty excepted, and shall, if Landlord so requires, remove those
alterations, improvements and additions to the Premises including built-in
furniture or shelves and all other attached items which Landlord shall request
Tenant remove and restore the Premises to the condition existing at the
beginning of the Term, ordinary wear and tear and damage by fire or other
casualty excepted; provided, however, that Tenant shall not be obligated to
remove building standard items or items, or alterations, improvements or
additions as to which Landlord has waived in writing upon the written request of
Tenant for such waiver, at the time of approval of the plans therefor pursuant
to Section 8 hereof, its right to require their removal. Prior to the
termination of the Term or of Tenant's right of possession Tenant shall remove
its office furniture, trade fixtures, office equipment and all other items of
Tenant's movable property on the Premises. Tenant shall pay to Landlord upon
demand the cost of repairing any damage to the Premises and to the Building
caused by any removal. If Tenant shall fail or refuse to remove any property
which it is required to remove from the Premises, Tenant shall be conclusively
presumed to have abandoned the same, and title thereto shall thereupon pass to
Landlord without any cost either by set-off, credit, allowance or otherwise, and
Landlord may at its option accept the title to such property or at Tenant's
expense may (i) remove the same or any part in any manner that Landlord shall
choose, repairing any damage to the Premises caused by such removal, and (ii)
store, destroy or otherwise dispose of the same without incurring liability to
Tenant or any other person.
17. HOLDING OVER.
Tenant shall pay to Landlord an amount as Rent equal to 200% of
one-twelfth of the Base Rent and 200% of one-twelfth of the Additional Rent
payable by Tenant during the previous Calendar Year herein provided during each
month or portion thereof for which Tenant shall retain possession of the
Premises or any part thereof after the expiration or termination of the Term or
of Tenant's right of possession, whether by lapse of time or otherwise (except
the first sixty (60) days of any such holding over shall be at 150% of the Base
Rent and 150% of the Additional Rent), and also shall pay all direct damages
sustained by Landlord on account thereof. At the option of Landlord, expressed
in a written notice to Tenant and not otherwise, any such holding over for a
period of more than sixty (60) days shall constitute a renewal of this Lease for
a period of one year at the greater of the fair market rental for the Premises,
as reasonably determined by Landlord, or the Base Rent during the preceding year
and the Additional Rent that
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would be applicable for such year if the Term were one year longer. It is
specifically agreed that Tenant shall have no liability for consequential
damages resulting from a retention of possession beyond the expiration of the
Term; provided, however, that if Landlord shall have given to Tenant at least
sixty (60) days advance notice that Landlord has relet the Premises, or portions
thereof, then if Tenant's holdover continues more than sixty (60) days in
duration at any time after delivery of such notice, Landlord's direct damages
shall include, without limitation, compensation for the loss of income on
account of such reletting, together with any damages for which Landlord shall be
liable to third parties (including the party releasing the Premises, or portion
thereof), and reasonable legal fees and litigation costs paid by Landlord, as a
result of Tenant's failure to surrender possession of the Premises. The
provisions of this Section 17 shall not be deemed to limit or constitute a
waiver of any other rights or remedies of Landlord provided herein or at law or
in equity.
18. ESTOPPEL CERTIFICATE.
Tenant agrees that, from time to time upon not less than ten (10)
days' prior request by Landlord, Tenant, or Tenant's duly authorized
representative having knowledge of the following facts, will deliver to Landlord
a statement in writing certifying (i) that this Lease is unmodified and in full
force and effect (or if there have been modifications, a description of such
modifications and that the Lease as modified is in full force and effect); (ii)
the dates to which Rent and other charges have been paid; (iii) that, to the
best of Tenant's knowledge, the Landlord is not in default under any provision
of this Lease, or, if in default, the nature thereof in detail; and (iv) such
further matters as are set forth on the form of estoppel certificate attached
hereto as Exhibit F and made a part hereof, or as may be requested by Landlord,
it being intended that any such statement may be relied upon by any prospective
assignee of any tenant of the Building, any mortgagees or prospective mortgagees
thereof, or any prospective assignee of any mortgagee thereof, or any
prospective and/or subsequent purchaser or transferee of all or a part of
Landlord's interest in the Land and/or Building. Tenant shall execute and
deliver whatever instruments may be required for such purposes, and in the event
Tenant continues to fail so to do within five (5) days after a second demand in
writing, then Landlord shall be authorized as Tenant's agent and
attorney-in-fact to execute such statement on behalf of Tenant.
Landlord agrees that, from time to time upon not less than fifteen
(15) days' prior request by Tenant (but not more frequently than one time during
the Term, as it may be extended pursuant to Section 32 hereof), Landlord, or
Landlord's duly authorized representative having knowledge of the following
facts, will deliver to Tenant a statement in writing certifying (i) that this
Lease is unmodified and in full force and effect (or if there have been
modifications, a description of such modifications and that the Lease as
modified is in full force and effect); (ii) the dates to which Rent and other
charges have been paid; (iii) that, to the best of Landlord's knowledge, the
Tenant is not in default under any provision of this Lease, or, if in default,
the nature of thereof in detail; and (iv) such further matters as may reasonably
be requested by Tenant.
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19. OBLIGATIONS TO MORTGAGEES.
A. SUBORDINATION. This Lease is subject and subordinate to all
present and future ground or underlying leases of the Land and to the lien of
any mortgages or trust deeds now and hereafter in force against the Land or
Building and to all renewals, extensions, modifications, consolidation and
replacements thereof, and to all advances made or hereafter to be made upon the
security thereof. Tenant shall at Landlord's request execute such further
instruments or assurances as Landlord may deem necessary to evidence, confirm or
effectuate such subordination of this Lease thereto or, if requested, to make
Tenant's interest in this Lease superior thereto. If any mortgage shall be
foreclosed or property encumbered thereby is transferred in lieu of foreclosure,
or if any ground or underlying lease be terminated, (i) the liability of the
mortgagee or trustee hereunder or purchaser at such foreclosure sale or the
liability of a subsequent owner designated as Landlord under this Lease shall
exist only so long as such trustee, mortgagee, purchaser or owner is the owner
of the Land or Building and such liability shall not continue or survive after
further transfer of ownership; and (ii) upon the request of the mortgagee,
trustee or ground lessor, Tenant will attorn, as Tenant under this Lease, to the
purchaser at any foreclosure sale under any mortgage or the ground lessor, by
executing such instruments as may reasonably be required by the mortgagee,
trustee or ground lessor.
B. NOTICE TO LANDLORD AND MORTGAGEE. In the event of any act or
omission by Landlord which would give Tenant the right to damages from Landlord
or the right to terminate this Lease, Tenant will not xxx for such damages or
exercise any such right to terminate until (i) it shall have given written
notice of the act or omission to Landlord and to the holder(s) of the
indebtedness or other obligations secured by a mortgage or deed of trust
affecting the Premises or of any ground or underlying lease, if the name and
address of such holder(s) have been furnished to Tenant, and (ii) a reasonable
period of time, in light of the time required to effect a remedy and of the
impact of the act or omission on Tenant's business operations on the Premises,
for remedying the act or omission has elapsed following the giving of the
notice, during which time Landlord and such holder(s), or either of them, their
agents or employees, will be entitled to enter upon the Premises and do therein
whatever may be necessary to remedy the act or omission.
C. NON-DISTURBANCE
AGREEMENT. Promptly after substantial
completion by Landlord of the Work in the Premises, Landlord shall provide
Tenant with a Non-Disturbance Agreement from Landlord's current mortgage lender
substantially in the form attached hereto as Exhibit I, and the obligations of
Tenant under this Paragraph 19 are contingent upon Tenant's receipt of such
Non-Disturbance Agreement. Landlord further agrees that, to the extent any
future mortgagee or holder(s) of the indebtedness or other obligations secured
by a mortgage or deed of trust affecting the Premises or of any ground or
underlying lease, obtains an interest in the Land or Building and this Lease is
required to become subordinate thereto, as a condition to the effectiveness of
any subordination of this Lease pursuant to Section 19. A above to any future
mortgage, Tenant shall receive a non-disturbance agreement from any such
mortgagee on such mortgagee's then-standard form therefor (and, in the event
such non-disturbance agreement is not
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made available to Tenant, Tenant's rights under this Lease in such instance
shall not be subordinated to such mortgage).
20. CERTAIN RIGHTS RESERVED BY LANDLORD.
Landlord shall have the following rights, each of which Landlord may
exercise without notice to Tenant (except as otherwise expressly provided) and
without liability to Tenant for damage or injury to property, person or business
on account of the exercise thereof, and the exercise of any such rights shall
not be deemed to constitute an eviction or disturbance of Tenant's use or
possession of the Premises and shall not give rise to any claim for set-off or
abatement of rent or any other claim (and Landlord agrees to use reasonable
efforts to minimize any interference with the conduct by Tenant of its business
in the Premises in connection with Landlord's exercise of such rights):
(i) Upon prior reasonable notice, to change the name or street
address of the Building, and if such change is voluntary, Landlord agrees
to replace reasonable quantities of Tenant's stationery, business cards and
other similar printed material.
(ii) To install, affix and maintain any and all signs on the
exterior or interior of the Building.
(iii) To decorate or to make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and about the Building,
or any part thereof, and for such purposes to enter upon the Premises, and
during the continuance of any of said work, to temporarily close doors,
entryways, public space and corridors in the Building and to interrupt or
temporarily suspend services or use of facilities, all without affecting
any of Tenant's obligations hereunder, so long as the Premises are
reasonably accessible and usable (so long as such entry and work is made
and performed in accordance with the provisions of Paragraph 7 hereof).
Except in case of emergency repairs, Landlord will give Tenant reasonable
advance notice of any contemplated stoppage or entry upon the Premises and
will use reasonable efforts to avoid unnecessary inconvenience to Tenant by
reason thereof.
(iv) To furnish door keys or magnetic cards for the entry door(s)
in the Premises at the commencement of the Lease and to retain at all
times, and to use in appropriate instances, keys to all doors within and
into the Premises. Tenant agrees to purchase only from Landlord additional
duplicate keys as required, to change no locks, and not to affix locks on
doors without the prior written consent of the Landlord (which consent
shall not unreasonably be withheld, conditioned or delayed).
Notwithstanding the provisions for Landlord's access to the Premises,
Tenant relieves and releases the Landlord of all responsibility arising out
of theft, robbery, pilferage and personal assault, except to the extent
caused by the gross negligence or willful misconduct of Landlord, its
agents or employees (but subject in all events to the provisions of Section
10 hereof). Upon the expiration of the Term or Tenant's right to
possession, Tenant shall return all
-26-
keys to Landlord and shall disclose to Landlord the combination of any
safes, cabinets or vaults left in the Premises.
(v) To designate and approve all window coverings used in the
Building.
(vi) To approve the weight, size and location of safes, vaults,
vertical files and other heavy equipment and articles in and about the
Premises and the Building so as not to exceed the legal live load per
square foot designated by the structural engineers for the Building, and to
require all such items and furniture and similar items to be moved into or
out of the Building and Premises only at such times and in such manner as
Landlord shall reasonably direct. Tenant shall not install or operate
machinery or any mechanical devices of a nature not directly related to
Tenant's ordinary use of the Premises without the prior written consent of
Landlord (which consent shall not unreasonably be withheld, conditioned or
delayed). Movements of Tenant's property into or out of the Building or
Premises and within the Building are entirely at the risk and
responsibility of Tenant and Landlord reserves the right to require permits
before allowing any property to be moved into or out of the Building or
Premises.
(vii) To establish controls for the purpose of regulating all
property and packages, both personal and otherwise, to be moved into or out
of the Building and Premises and all persons using the Building after
normal office hours.
(viii) To regulate delivery and service of supplies and the usage
of the loading docks, receiving areas and freight elevators.
(ix) To show the Premises to prospective tenants at reasonable
times and upon prior reasonable notice (which notice may be verbal) during
the last twelve (12) months of the Term and, if vacated or abandoned for a
period of thirty (30) or more consecutive days, to show the Premises at any
time and, if this Lease or Tenant's right to possession is terminated
pursuant to Section 11 hereof, to prepare the Premises for re-occupancy.
(x) Upon prior reasonable notice (which notice may be verbal,
and except that no notice shall be required in the event of an emergency)
to enter the Premises at any reasonable time to inspect the Premises.
(xi) To grant to any person or to reserve unto itself the
exclusive right to conduct any business or render any service in the
Building. If Landlord elects to make available to tenants in the Building
any services or supplies, or arranges a master contract therefor, Tenant
agrees to obtain its requirements, if any, therefor from Landlord or under
any such contract, provided that the charges therefor are reasonable.
(xii) To close the Building after regular working hours and on
Saturdays, Sundays and legal holidays subject, however, to Tenant's right
to admittance at all times to the Premises under such reasonable
regulations as Landlord may prescribe from time
-27-
to time, which may include, but shall not be limited to, a requirement that
persons entering or leaving the Building identify themselves to a watchman
by registration or otherwise and establish their right to enter or leave
the Building. Such regulations may include, but shall not be limited to,
the requiring of identification from Tenant's employees, agents, clients,
customers, invitees, visitors and guests.
21. RULES AND REGULATIONS.
Tenant agrees to observe the rules and regulations for the Building
attached hereto as Exhibit E and made a part hereof. Landlord shall have the
right from time to time to prescribe additional rules and regulations which, in
its reasonable judgment, may be desirable for the use, entry, operation and
management of the Premises and Building, each of which rules and regulations and
any amendments thereto shall become a part of this Lease. Tenant shall comply
with all such rules and regulations; provided, however, that such rules and
regulations shall not contradict or abrogate any right or privilege herein
expressly granted to Tenant. Landlord agrees not to selectively enforce in a
discriminatory manner against Tenant but not other tenants in the Building any
of the rules and regulations described in this Section 21.
22. LANDLORD'S REMEDIES.
If default shall be made in the payment of the Rent or any
installment thereof or in the payment of any other sum required to be paid by
Tenant under this Lease or under the terms of any other agreement between
Landlord and Tenant and such default shall continue for ten (10) days after
written notice to Tenant, or if default shall be made in the observance or
performance of any of the other covenants or conditions in this Lease which
Tenant is required to observe and perform and such default shall continue for
thirty (30) days after written notice to Tenant (or, in the event such default
cannot reasonably be cured within such thirty (30) day period, within such
additional time -- not to exceed a total period of ninety (90) days from the
date of Landlord's notice -- as may be required for Tenant to effect such cure,
so long as Tenant promptly commences to cure such default within such initial
thirty (30) day period and thereafter diligently pursues such cure to
completion), or if a default involves a hazardous condition and is not cured by
Tenant immediately upon written notice to Tenant, or if the interest of Tenant
in this Lease shall be levied on under execution or other legal process, or if
any voluntary petition in bankruptcy or for corporate reorganization or any
similar relief shall be filed by Tenant, or if any involuntary petition in
bankruptcy shall be filed against Tenant under any federal or state bankruptcy
or insolvency act and shall not have been dismissed within ninety (90) days from
the filing thereof, or if a receiver shall be appointed for Tenant or any of the
property of Tenant by any court and such receiver shall not have been dismissed
within ninety (90) days from the date of its appointment, or if Tenant shall
make an assignment for the benefit of creditors, or if Tenant shall admit in
writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant
shall abandon the Premises during the Term (together with the failure to pay
Rent), then Landlord may treat the occurrence of any one or more of the
foregoing events as a breach of this Lease, and thereupon at its option may,
with or without further notice or demand of any kind to Tenant or
-28-
any other person, have any one or more of the following described remedies in
addition to all other rights and remedies provided at law or in equity or
elsewhere herein:
(i) Landlord may terminate this Lease and the Term created
hereby, in which event Landlord may forthwith repossess the Premises and be
entitled to recover forthwith, in addition to any other sums or damages,
for which Tenant may be liable to Landlord, as damages a sum of money equal
to the excess of the present value of the Rent provided to be paid by
Tenant for the balance of the Term over the present value of the fair
market rent for the Premises, after deduction of all reasonably anticipated
expenses of reletting, for said period. For the purpose of determining
present value, Landlord and Tenant agree that the interest rate shall be
the rate applicable to the then-current yield on obligations of the U.S.
Treasury having a maturity date on or about the Termination Date. Should
the present value of the fair market rent for the Premises, after deduction
of all reasonably anticipated expenses of reletting, for the balance of the
Term exceed the present value of the Rent provided to be paid by Tenant for
the balance of the Term, Landlord shall have no obligation to pay to Tenant
the excess or any part thereof or to credit such excess or any part thereof
against any other sums or damages for which Tenant may be liable to
Landlord.
(ii) Landlord may terminate Tenant's right of possession and may
repossess the Premises by forcible entry and detainer suit, by taking
peaceful possession or otherwise, without terminating this Lease, in which
event Landlord may, but shall be under no obligation to, relet the same
(except to the extent required by applicable law) for the account of
Tenant, for such rent and upon such terms as shall be commercially
reasonable. For the purpose of such reletting, Landlord is authorized to
decorate, repair, remodel or alter the Premises. If Landlord shall fail to
relet the Premises, Tenant shall pay to Landlord as damages a sum equal to
the amount of the Rent reserved in this Lease for the balance of the Term
as such Rent shall become due and payable hereunder from time to time
during the Term. If the Premises are relet and a sufficient sum shall not
be realized from such reletting after paying all of the costs and expenses
of all decoration, repairs, remodeling, alterations and additions and the
expenses of such reletting and of the collection of the rent accruing
therefrom to satisfy the Rent provided for in this Lease, Tenant shall
satisfy and pay the same upon demand therefor from time to time. Tenant
shall not be entitled to any rents received by Landlord in excess of the
Rent provided for in this Lease. Tenant agrees that Landlord may file suit
to recover any sums falling due under the terms of this Section 22 from
time to time and that no suit or recovery of any portion due Landlord
hereunder shall be any defense to any subsequent action brought for any
amount not theretofore reduced to judgment in favor of Landlord.
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23. EXPENSES OF ENFORCEMENT.
Either party hereto shall pay to the other (the "Prevailing
Party"), upon demand, all reasonable costs, charges and expenses, including the
reasonable fees and out-of-pocket expenses of counsel, agents and others
retained by the Prevailing Party, incurred in successfully enforcing the other
party's obligations hereunder. In the event either party shall be made a party
to any litigation, negotiation or transaction commenced by or against the other
party, and is not at fault, the other party shall pay all costs, charges and
expenses, including the fees and out-of-pocket expenses of counsel, agents and
others retained by such party in connection with such matter.
24. COVENANT OF QUIET ENJOYMENT.
Landlord covenants that Tenant, on paying the Rent, charges for
services and other payments herein reserved and on keeping, observing and
performing all the other terms, covenants, conditions, provisions and agreements
herein contained on the part of Tenant to be kept, observed and performed,
shall, during the Term, peaceably and quietly have, hold and enjoy the Premises
subject to the terms, covenants, conditions, provisions and agreements hereof.
25. LETTER OF CREDIT.
A. As security for the full and prompt performance by Tenant of
all Tenant's obligations hereunder, Tenant has upon execution of this Lease
provided to Landlord an unconditional irrevocable letter of credit in favor of
Landlord from a bank approved by Landlord, in substantially the form attached
hereto as Exhibit G (the "Letter of Credit"), which shall provide for security
in the amount of $1,800,000.00. Provided Landlord has not theretofore drawn on
the Letter of Credit and provided Tenant is not then in default in the payment
of Rent (beyond the expiration of any applicable cure period) or other sums due
and owing to Landlord under this Lease or then in default under any other
material term, covenant or condition of this Lease, the Letter of Credit shall
be reduced as follows: to sum of $1,542,857.00 at the end of the First (1st)
Lease Year; to the sum of $1,285,714.00 at the end of the Second (2nd) Lease
Year; to the sum of $1,028,571.00 at the end of the Third (3rd) Lease Year; to
the sum of $771,428.00 at the end of the Fourth (4th) Lease Year; to the sum of
$514,285.00 at the end of the Fifth (5th) Lease Year; to the sum of $257,142.00
at the end of the Sixth (6th) Lease Year; and to zero ($-0-) at the end of the
Seventh (7th) Lease Year. Tenant agrees that, in the event of any default by
Tenant under this Lease (after expiration of all applicable notice and cure
periods), Landlord shall have the right to draw down on the Letter of Credit in
an amount necessary to cure such default ("the Cure Amount") and Tenant agrees
that within ten (10) business days after such initial draw of the Cure Amount,
Tenant shall replenish the Cure Amount and shall cause the Letter of Credit to
be amended in a manner that it is restored to the full amount available
thereunder prior to such draw by Landlord. Tenant further agrees that, in
addition to all of the rights and remedies provided to Landlord pursuant to
Section 22 hereof, whether or not this Lease or Tenant's right to possession
hereunder has been terminated, (a) in the event Tenant is in default (beyond the
expiration of any applicable cure period) under any of the terms,
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covenants and conditions of this Lease and Tenant has so failed to replenish the
Letter of Credit as aforesaid, or (b) in the event Tenant has filed (or there
has been filed against Tenant, which petition has not been dismissed within the
time period set forth in Section 22 hereof) a petition for bankruptcy protection
or other protection from its creditors under any applicable and available law,
then Landlord may at once and without notice to Tenant to entitled to draw down
on the entire amount of the Letter of Credit then available to Landlord and
apply such resulting sums toward (i) reimbursement to Landlord for all
Landlord's then unamortized costs incurred in leasing to Tenant the Premises
demised by this Lease, and (ii) reimbursement to Landlord for any other damages
suffered by Landlord as a result of such default.
B. Subject to the terms and conditions set forth above, the
foregoing Letter of Credit shall provide for an original expiration date of at
least twelve (12) months following the date of original issuance thereof, and
shall be automatically extended without amendment (subject to the reductions
described in Paragraph A. above) for an additional one-year period from the
original expiration date or any future expiration date thereof, unless sixty
(60) days prior to any such expiration date the bank sends to Landlord by
certified/registered mail, return receipt requested or overnight courier written
advice that the bank has elected not to consider the Letter of Credit renewed
for any such additional one-year period. In the event the bank so advises
Landlord that such Letter of Credit will not be so renewed, Landlord shall
promptly thereafter notify Tenant thereof in writing, and Tenant shall have the
right to obtain a substitute Letter of Credit from a bank reasonably approved by
Landlord meeting all of the terms and conditions described in Paragraph A.
above, which substitute Letter of Credit ("Substitute Letter of Credit") shall
be reasonably satisfactory to Landlord and delivered to Landlord no later than
thirty (30) days prior to the Expiration Date of such Letter of Credit then in
effect. In the event Tenant fails to deliver such Substitute Letter of Credit to
Landlord at least thirty (30) days prior to the Expiration Date of such Letter
of Credit then in effect, Landlord shall in such instance have the right without
further notice to Tenant to immediately draw down on the entire amount of the
Letter of Credit then available to Landlord; in such instance Landlord shall
retain such resulting sum as a Cash Security Deposit, and Landlord shall have
the right to use such Cash Security Deposit to the same extent that Landlord
would be entitled to draw down on the Letter of Credit pursuant to the terms of
Paragraph A. above. At no time shall Landlord draw against the Letter of Credit
(or Cash Security Deposit, as the case may be) in an amount greater than the
amount provided in Paragraph A. above.
C. As between Landlord and Tenant only, all draws under the
Letter of Credit and rights of Landlord to apply the proceeds of any such draw
or draft shall be subject to the provisions of this Lease, including all
applicable notice and cure periods provided Section 22 hereof, if any.
D. Notwithstanding anything herein to the contrary, in lieu of
the Original Letter of Credit or the Replacement Letter of Credit, Tenant may
deposit with Landlord the equivalent amount(s) of cash, to be held by Landlord
as a Cash Security Deposit (subject to the same reductions as the Letter of
Credit) and applied in the same manner as a draw under the
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Letter of Credit in the event of a default by Tenant (after expiration of any
applicable cure period) under this Lease.
E. The Letter of Credit, Cash Security Deposit or any
combination thereof held by Landlord pursuant to this Section 25 are hereinafter
referred to as "the Collateral". Tenant acknowledges that Landlord has the right
to transfer or mortgage its interest in the Land and the Building and in this
Lease and Tenant agrees that in the event of any such transfer or mortgage,
Landlord shall have the right to transfer or assign the Collateral to the
transferee or mortgagee. Upon such transfer or assignment and the assumption
thereof by such transferee or assignee, Landlord shall thereby be released by
Tenant from all liability or obligation for the return of such Collateral and
Tenant shall look solely to such transferee or mortgagee for the return of the
Collateral.
26. REAL ESTATE BROKER.
Landlord and Tenant each represents that it has dealt with (and
only with) The Xxxx Xxxx Company and Insignia/ESG, Inc. as brokers in connection
with this Lease, and that insofar as each party knows, no other broker
negotiated this Lease or is entitled to any commission in connection therewith.
Landlord and Tenant each agrees to indemnify, defend and hold the other, its
members and its managers, and any of its or their employees, agents, legal
representatives, officers, partners, successors or assigns harmless from and
against any claims made by any broker or finder other than the brokers named
above for a commission or fee in connection with this Lease, provided that the
party seeking to be indemnified has not in fact retained such broker or finder.
27. MISCELLANEOUS.
A. RIGHTS CUMULATIVE. All rights and remedies of Landlord under
this Lease shall be cumulative and none shall exclude any other rights and
remedies allowed by law.
B. INTEREST. All payments becoming due under this Lease and
remaining unpaid when due shall bear interest until paid at the greater of (i)
twelve percent (12%) per annum or (ii) two percent (2%) per annum above the
prime rate or base rate or other comparable reference rate of interest charged
from time to time by Bank One, N.A. (but in no event at a rate which is more
than the highest rate which is at the time lawful in the State of
Illinois).
C. TERMS. The necessary grammatical changes required to make
the provisions hereof apply either to corporations or partnerships or
individuals, men or women, as the case may require, shall in all cases be
assumed as though in each case fully expressed.
D. BINDING EFFECT. Each of the provisions of this Lease shall
extend to and shall, as the case may require, bind or inure to the benefit not
only of Landlord and of Tenant, but also of their respective successors or
assigns, provided this clause shall not permit any assignment by Tenant contrary
to the provisions of Section 15 hereof.
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E. LEASE CONTAINS ALL TERMS. All of the representations and
obligations of Landlord are contained herein and in the Work Letter and other
Exhibits attached hereto, and no modification, waiver or amendment of this Lease
or of any of its conditions or provisions shall be binding upon the Landlord
unless in writing signed by Landlord or by a duly authorized agent of Landlord
empowered by a written authority signed by Landlord.
F. DELIVERY FOR EXAMINATION. Submission of the Lease for
examination shall not bind Landlord in any manner, and no Lease or obligations
of the Landlord shall arise until this instrument is signed by both Landlord and
Tenant and delivery is made to each.
G. NO AIR RIGHTS. No rights to any view or to light or air over
any property, whether belonging to Landlord or any other person, are granted to
Tenant by this Lease.
H. MODIFICATION OF LEASE. If any lender requires, as a
condition to its lending funds the repayment of which is to be secured by a
mortgage or trust deed on the Land and Building or either, that certain
modifications be made to this Lease, which modifications will not (i) require
Tenant to pay any additional amounts, or (ii) otherwise change materially or
adversely the rights or obligations of Tenant hereunder, or (iii) reduce the
size of the Premises or change its character or condition, Tenant shall, upon
Landlord's request, execute appropriate instruments effecting such modifications
(so long as Landlord reimburses Tenant for reasonable attorneys' fees incurred
by Tenant in connection with the review of such modifications).
I. [Intentionally Omitted.]
J. TRANSFER OF LANDLORD'S INTEREST. Tenant acknowledges that
Landlord has the right to transfer its interest in the Land and Building and in
this Lease, and Tenant agrees that in the event of any such transfer and the
assumption of Landlord's obligations hereunder by such transferee, Landlord
shall automatically be released from all liability under this Lease arising
after the date of such transfer and Tenant agrees to look solely to such
transferee for the performance of Landlord's obligations hereunder arising after
the date of such transfer. Tenant further acknowledges that Landlord may assign
its interest in this Lease to a mortgage lender as additional security and
agrees that such an assignment shall not release Landlord from its obligations
hereunder and that Tenant shall continue to look to Landlord for the performance
of its obligations hereunder.
K. LANDLORD'S TITLE. Landlord's title is and always shall be
paramount to the title of Tenant. Nothing herein contained shall empower Tenant
to commit or engage in any act which can, shall or may encumber the title of
Landlord.
L. PROHIBITION AGAINST RECORDING. Neither this Lease, nor any
memorandum, affidavit or other writing with respect thereto, shall be recorded
by Tenant or by anyone acting through, under or on behalf of Tenant.
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M. CAPTIONS. The captions of Paragraphs and subparagraphs are
for convenience only and shall not be deemed to limit, construe, affect or alter
the meaning of such paragraphs or subparagraphs.
N. [Intentionally Omitted.]
O. ONLY LANDLORD/TENANT RELATIONSHIP. Nothing contained in this
Lease shall be deemed or construed by the parties hereto or by any third party
to create the relationship of principal and agent partnership, joint venturer or
any association between Landlord and Tenant, it being expressly understood and
agreed that neither the method of computation of Rent nor any act of the parties
hereto shall be deemed to create any relationship between Landlord and Tenant
other than the relationship of landlord and tenant.
P. APPLICATION OF PAYMENTS. Landlord shall have the right to
apply payments received from Tenant pursuant to this Lease (regardless of
Tenant's designation of such payments) to satisfy any obligations of Tenant
hereunder, in such order and amounts, as Landlord in its sole discretion, may
elect.
Q. DEFINITION OF LANDLORD AND TENANT. All indemnities,
covenants and agreements of each of Landlord and Tenant contained herein which
inure to the benefit of the other party shall be construed to also inure to the
benefit of such other party's members and managers and their respective
partners, agents and employees.
R. TIME OF ESSENCE. Time is of the essence of this Lease and
each of its provisions.
S. TIME FOR PERFORMANCE. Whenever under the terms of this Lease
the time for performance falls on a Saturday, Sunday or holiday, such time for
performance shall be on the next day that is not a Saturday, Sunday or holiday.
T. GOVERNING LAW. Interpretation of this Lease shall be
governed by the laws of the State of
Illinois.
U. PARTIAL INVALIDITY. If any term, provision or condition
contained in this Lease shall, to any extent, be invalid or unenforceable, the
remainder of this Lease (or the application of such term, provision or condition
to persons or circumstances other than those in respect to which it is invalid
or unenforceable) shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the
fullest extent possible permitted by law.
28. NOTICES.
Unless otherwise expressly authorized pursuant to the terms of this
Lease, all notices to be given under this Lease shall be in writing and (i)
delivered personally (effective the
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day delivered), (ii) deposited in the United States mail, certified or
registered mail with return receipt requested, postage prepaid (effective upon
the earlier of actual receipt or three (3) business days after the date upon
which such notice is deposited in the United States mail) or (iii) sent by
reputable overnight courier (effective the business day following delivery to
such courier), addressed as follows:
A. If to Landlord:
Office of the Building
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Building Manager
or to such other person or such other address designated by notice sent by
Landlord to Tenant.
B. If to Tenant:
ORBITZ, LLC
000 Xxxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
or if no address is inserted above, addressed to Tenant at Tenant's present
address, and, after occupancy of the Premises by Tenant, to Tenant at 000 Xxxxx
Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or to such other address as is designated
by Tenant in a notice to Landlord.
29. LIMITATION ON LANDLORD'S LIABILITY.
It is expressly understood and agreed by Tenant that none of
Landlord's covenants, undertakings or agreements are made or intended as
personal covenants, undertakings or agreements by Landlord, its members or its
managers, and any liability for damage or breach or nonperformance by Landlord
shall be collectible only out of Landlord's interest in the Building and no
personal liability is assumed by, nor at any time may be asserted against,
Landlord, its members or its managers or any of its or their officers, agents,
employees, legal representatives, successors or assigns, all such liability, if
any, being expressly waived and released by Tenant.
30. TENANT ALLOWANCES.
A. Tenant shall be entitled to an allowance in an amount not to
exceed $1,342,980.00 (calculated at the rate of $30.00 per rentable square foot
of the Premises) to be applied toward payment or reimbursement of costs incurred
by Tenant in connection with alterations, additions and improvements made to the
Premises pursuant to the Work Letter attached
-35-
hereto as Exhibit C, including costs incurred by Tenant in connection with the
preparation of architectural, mechanical, electrical and plumbing drawings for
such work (but excluding furnishings, equipment and personal property purchased
by Tenant), and such other costs incurred by Tenant in connection with
improvements for the Premises for initial occupancy as are approved by and
satisfactory to Landlord. Notwithstanding the foregoing, Tenant may apply a
portion of the Tenant Improvement Allowance, in an amount not to exceed
$335,745.00 (calculated at the rate of $7.50 per rentable square foot of the
Premises), toward the cost of telephone and computer cabling and consulting
costs related thereto. In addition to payment to Tenant of the foregoing Tenant
Improvement Allowance, Landlord further agrees at Landlord's sole cost and
expense to demolish all improvements currently located on the eighteenth (18th)
floor of the Building (except as provided in the Workletter attached hereto as
Exhibit C), and to convert the 18th and 19th floors of the Building to the
Minimum quality Standards set forth on Exhibit J attached hereto.
B. The foregoing Tenant Improvement Allowance is for Tenant
personally and may not be applied or used for the benefit of any subtenant
approved by Landlord nor will such allowance inure to the benefit of any
permitted assignee of Tenant. It shall be a condition to the application of any
such Tenant Improvement Allowance that Tenant not be in default under any terms,
covenants or conditions of this Lease at any time such any of allowance is
requested. The Tenant Improvement Allowance is applicable only in connection
with the initial preparation of the Premises for occupancy, it being understood
that the Premises consist of two (2) floors and that the Work therein will be
done in phases, with the Work on the eighteenth (18th) floor completed first,
followed by the Work on the nineteenth (19th) floor. In the event Tenant
requests application of the Tenant Improvement Allowance to any work performed
by contractors hired by Tenant (rather than by Landlord), Tenant shall first
provide to Landlord contractor's affidavits and waivers of lien covering all
labor and materials expended and used, and invoices reasonably acceptable to
Landlord establishing the actual cost of and full payment for all items
purchased with such allowance.
C. So long as Tenant has expended at least $895,320.00 of the
Tenant Improvement Allowance (calculated at the rate of $20.00 per rentable
square feet of the Premises) toward the Work described in the Work Letter
(exclusive of design, architectural and engineering fees), Landlord agrees, upon
written request of Tenant, and provided Tenant is not in default under any of
the terms, covenants or conditions of this Lease, to credit any unused portion
of the Tenant Improvement Allowance, up to $223,830.00 (calculated at the rate
of $5.00 per rentable square foot of the Premises), to the Base Rent payable
hereunder by evenly amortizing such unused portion over the remainder of the
initial Term hereof and reducing the monthly installments of Base Rent set forth
in Exhibit B hereof by such amortized amount.
31. OPTION TO EXTEND.
The Term of this Lease may be extended, at the option of Tenant,
for one (1) period of five (5) years, such period being herein sometimes
referred to as the "Extended Term", as follows:
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A. Such option to extend shall be exercised by Tenant by giving
written notice to Landlord on or before but not later than the last day of the
seventy-fifth (75th) full calendar month of the Term.
B. The Extended Term shall be on the same terms, covenants and
conditions of this Lease, excluding the provisions of Sections 30, 31 and 32
hereof, and except for the payment of rent during the Extended Term. Any
termination of this Lease during the original Term of this Lease or the Extended
Term shall terminate all rights hereunder. The option to extend the Term of this
Lease is personal to ORBITZ, LLC and may not be exercised by or for the benefit
of any other party.
C. The Base Rent during the Extended Term shall be the Market
Rental Rate as hereafter defined. For purposes of this Lease, "Market Rental
Rate" shall mean the net rental, as of the date for which such Market Rental
Rate is being calculated, per annum per rentable square foot for comparable
space of comparable size, quality and location for a similar term for fully
credit-worthy tenants by reference to first-class space primarily in the
Building, and secondarily in other buildings comparable to the Building in age
and quality in the downtown Chicago area, but excluding those leases where the
tenant has an equity interest in the property. Upon written request of Tenant,
Landlord shall advise Tenant one (1) month prior to the date by which Tenant
must exercise the option granted hereby, of the Market Rental Rate at which it
is prepared to offer the Premises to Tenant for the Extended Term. In addition
to the Base Rent above provided, Tenant shall and hereby agrees to continue to
pay to Landlord Additional Charges in accordance with the provisions of Section
3 of this Lease.
D. It shall be a condition of Tenant's right to exercise
Tenant's option to extend the Term of this Lease that Tenant is not in default
under any of the terms, covenants or conditions of this Lease at the time that
Tenant notifies Landlord of the exercise of such option to extend the Term of
this Lease or upon the effective date of such option.
E. In the event Tenant exercises Tenant's option under this
Section 31, Tenant agrees to execute and deliver to Landlord a Lease amendment
setting forth the terms of such option within thirty (30) days of exercise of
such option by Tenant.
32. TENANT'S OPTION TO TERMINATE.
Tenant shall have and is hereby granted the option to terminate
this Lease effective on the last day of the thirty-sixth (36th) full calendar
month of the Term (the "Early Termination Date") by:
(i) Delivering written notice to Landlord of its exercise of such
termination option on or before the last day of the twenty-eighth (28th) full
calendar month of the Term; and
(ii) Paying to Landlord a termination fee in the amount of One Million
Three Hundred Fifty Thousand Dollars ($1,350,000.00). The termination fee shall
be paid to Landlord
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as follows: One half (1/2) concurrently with delivery of the notice described in
clause (i), and the remainder no later than the date which is thirty (30) days
prior to the Early Termination Date.
Tenant's exercise of the foregoing option to terminate this Lease is
further subject to the condition that Tenant is not in monetary default or in
default under any other material term, covenant or condition of this Lease (in
any event beyond the expiration of any applicable cure period) at the time that
Tenant notifies Landlord of the exercise of this termination option or upon the
effective date of such option. Tenant shall deliver the Premises to Landlord on
or before the effective termination date in accordance with the terms and
conditions of this Lease, the same as if such termination date were the original
expiration date of the Term of this Lease.
LANDLORD:
000 XXXXX XXXXXX XXXXX, X.X.X.
By: The Equitable Life Assurance Society of the
United States, a New York corporation,
solely on behalf and for the benefit of its
Separate Account 8, known as the "Prime
Property Fund"
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Its: Investment Officer
TENANT:
ORBITZ, LLC, a Delaware limited liability
company
ATTEST:
By: By: /s/ Xxxx Xxxx
------------------------ ------------------------------------------
Its: Name: Xxxx Xxxx
------------------------ ------------------------------------------
Its: CFO
------------------------------------------
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EXHIBIT A
FLOOR PLAN OF PREMISES
A-l
[GRAPHIC]
[GRAPHIC]
EXHIBIT B
BASE RENT
Rentable Area 44,766 square feet
Initial Annual Base Rent
per square foot $21.75
Annual Increase 3% beginning in the
Second (2nd) Lease Year
Lease Year Rate Per Square Foot Annual Rate Monthly Rate
---------- -------------------- ------------- ------------
1 $21.75 $ 973,660.50 $81,138.38
2 $22.40 $1,002,758.40 $83,563.20
3 $23.07 $1,032,751.62 $86,062.64
4 $23.77 $1,064,087.82 $88,673.99
5 $24.48 $1,095,871.68 $91,322.64
6 $25.21 $1,128,550.86 $94,045.91
7 $25.97 $1,162,573.02 $96,881.09
B-1
EXHIBIT C
WORK LETTER
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx
This Work Letter is attached to and made part of that certain Lease
(referred to herein for convenience as the "Lease"), dated as of the date hereof
between 200 South Xxxxxx Drive, L.L.C. ("Landlord"), and ORBITZ, LLC ("Tenant"),
wherein the Tenant is leasing certain office space comprised of the entirety of
the eighteenth (18th) and nineteenth (19th) floors and more particularly
described in the Lease (the "Premises") in the building located at 000 Xxxxx
Xxxxxx Xxxxx, in Chicago,
Illinois (the "Building"), as more particularly
described in the Lease. In consideration of the parties entering into the Lease
and of the mutual promises and covenants hereinafter contained, Landlord and
Tenant hereby agree as follows:
1. PROPOSED AND FINAL PLANS.
(a) Tenant shall cause to be prepared and delivered to Landlord, for
Landlord's approval, the following proposed drawings ("Proposed Plans") for all
improvements Tenant desires to have completed in the Premises (the "Work"):
(i) Architectural drawings (consisting of floor construction plan,
ceiling lighting and layout, power, and telephone plan).
(ii) Mechanical drawings (consisting of HVAC, electrical, telephone, and
plumbing).
(iii) Finish schedule (consisting of wall finishes and floor finishes and
miscellaneous details).
(b) All architectural drawings shall be prepared at Tenant's sole cost
and expense (but subject to application of the Tenant Improvement Allowance
provided in Section 30 of the Lease) by Gensler, the architect designated by
Tenant and approved by Landlord, whom Tenant shall employ. Tenant shall deliver
one set of reproducible architectural drawings to Landlord's designated
engineer, Environmental System Designs, Inc. ("ESD") at the same time one set is
delivered to Landlord. All mechanical drawings shall be prepared at Tenant's
sole cost and expense (but subject to application of the Tenant Improvement
Allowance provided in Section 30 of the Lease) by ESD, whom Tenant shall employ.
(c) Within seven (7) business days after Landlord's receipt of the
architectural drawings, Landlord shall advise Tenant of any changes required to
obtain Landlord's approval, which approval shall not be unreasonably withheld or
conditioned.
C-l
(d) Within seven (7) business days after receipt of mechanical
drawings, Landlord shall advise Tenant of any changes required to obtain
Landlord's approval, which approval shall not be unreasonably withheld or
conditioned.
(e) If Landlord disapproves of the Proposed Plans, Tenant shall revise
the Proposed Plans disapproved by Landlord and resubmit such plans to Landlord.
Landlord shall, within seven (7) business days after receipt of Tenant's revised
plans, advise Tenant of any additional changes which may be required to obtain
Landlord's approval. If Landlord disapproves the revised plans, Tenant shall
revise such plans and resubmit them to Landlord. Landlord shall, again within
seven (7) business days after receipt of the revised plans, advise Tenant of
further changes, if any, required for Landlord's approval. This process shall
continue until Landlord has approved Tenant's revised Proposed Plans; Landlord
and Tenant shall at all times use all diligence that may be required so that
Landlord has in all events approved Tenant's Proposed Plans or revised Proposed
Plans (as the case may be) on or before, and no later than, November 8, 2000
with respect to the eighteenth (18th) floor and December 21, 2000 with respect
to the nineteenth (19th) floor. Tenant shall further notify Landlord no later
than November 3, 2000 which improvements if any Tenant would like to remain in
that portion of the eighteenth (18th) floor of the Building identified as "Area
Which Tenant May Want Preserved" on Exhibit "A" attached hereto, which Landlord
will not be required to demolish prior to commencement by Landlord of the Work
on such floor. "Final Plans" shall mean the Proposed Plans, as revised, which
have been approved by Landlord and Tenant in writing.
(f) All Proposed Plans and Final Plans shall comply with all applicable
statutes, ordinances, regulations, laws, and codes and with the requirements of
Landlord's fire insurance underwriters. Neither review nor approval by Landlord
of the Proposed Plans and resulting Final Plans shall constitute a
representation or warranty by Landlord that such plans either (i) are complete
or suitable for their intended purpose, or (ii) comply with applicable laws,
ordinances, codes and regulations, it being expressly agreed by Tenant that
Landlord assumes no responsibility or liability whatsoever to Tenant or to any
other person or entity for such completeness, suitability or compliance. Tenant
shall not make any changes in the Final Plans without Landlord's prior written
approval.
2. PERFORMANCE OF THE WORK BY LANDLORD.
Upon approval of the Final Plans by Landlord and filing thereof with the
appropriate governmental agencies, Landlord shall cause the Work to be performed
by Xxxxxx Construction (Special Projects). Landlord, at Tenant's sole cost and
expense (but subject to application of the Tenant Improvement Allowance provided
in Section 30 of the Lease) shall cause such general contractor to promptly
commence (upon filing of an application for a building permit) to construct and
install and pursue to completion in the Premises the Work (provided that Tenant
agrees to indemnify and hold harmless Landlord, its officers, agents and
employees from any and all costs, liabilities and damages arising from the
commencement of such work prior to issuance of such permit). Landlord shall
cause the Work to be substantially completed on the eighteenth (18th) floor
prior to commencement of construction on the nineteenth (19th) floor. To the
extent
C-2
the costs of the Work exceed the Tenant Improvement Allowance, Tenant shall pay
to Landlord the costs of the Work pursuant to the provisions of Paragraph 3
hereof.
3. PAYMENT OF COSTS OF THE WORK.
Subject to the application of the Tenant Improvement Allowance and
Landlord's obligation to demolish at Landlord's sole cost the improvements
currently located on the eighteenth (18th) floor as described in Section 30 of
the Lease, the Work shall be installed at Tenant's sole cost and expense. The
cost of the Work shall include, and Tenant agrees to pay Landlord for, the
following costs ("Landlord's Costs"): (i) the cost of all work performed by
Landlord on behalf of Tenant and for all materials and labor furnished on
Tenant's behalf, (ii) the cost of any services provided to Tenant or its
contractors including but not limited to the cost for rubbish removal, hoisting,
and utilities to the extent not included in any other fees paid by Tenant, and
(iii) a supervision fee equal to Landlord's direct out-of-pocket costs not to
exceed $0.25 per rentable square foot of the Premises (which shall reimburse
Landlord for the costs of providing employees of Landlord for supervising such
work and reviewing the Final Plans and costs for rubbish removal and cleanup
prior to substantial completion of the Work. Landlord may render bills to Tenant
monthly for Landlord's Costs (provided that the supervision fee shall be billed
proportionately based on the cost of the Work performed during the period in
question). All bills shall be due and payable no later than the fifteenth (15th)
day after delivery of such bills to Tenant.
4. COMMENCEMENT OF RENT. Notwithstanding the date provided in the
Lease for the commencement of the Term thereof, Tenant's obligation to pay rent
under the Lease as to either floor of the Premises shall not commence until
Landlord shall have substantially completed the Work on such floor; provided
however, that if Landlord shall be delayed in substantially completing the Work
as a result of any of the following (hereinafter "Tenant Delays"):
(a) Tenant's failure to obtain Landlord's approval of the Final Plans
in accordance with and on or before the deadlines set forth in Paragraph 1
hereof; or
(b) Tenant's failure to advise Landlord by November 4, 2000 which
improvements Tenant does not want demolished on the eighteenth (18th) floor; or
(c) Tenant's changes in the Work (notwithstanding Landlord's approval
of such changes); or
(d) The performance or failure thereof by Tenant or any person, firm or
entity employed by Tenant, or the completion or failure to complete any work of
Tenant by said person, firm or entity; or
(e) Tenant's failure to vacate the nineteenth (19th) floor (of which
Tenant is currently in occupancy as of the date of this Lease pursuant to the
Temporary Space Agreement described in the Lease in a timely and prompt manner
following substantial completion of the Work on the
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eighteenth (18th) floor, to enable Landlord to promptly commence construction on
the nineteenth (19th) floor; or
(f) Tenant's failure to timely participate in the selection of the
general contractor as set forth in Paragraph 2 hereof; or
(g) Any fault of Tenant or its agents or representative;
the payment of rent under the Lease shall not be affected or deferred on account
of any such Tenant Delays.
Substantial completion of the Work in the Premises shall mean completion of
the Work with the exception of minor or insubstantial details of construction,
mechanical adjustment or decoration, the incompletion of which will not
unreasonably interfere with normal use and occupancy of the Premises by Tenant.
Such minor or insubstantial details are hereinafter referred to as the "Punch
List Items"; Landlord and Tenant will within five (5) business days after
substantial completion of the Work confirm such date in writing and complete
preparation of a written punchlist identifying such items, which Landlord shall
cause to be completed within thirty (30) days thereafter or - if such items
cannot through the use of diligent efforts be completed in such thirty (30) day
period - then as promptly as reasonably possible thereafter. Upon substantial
completion of the Work, Tenant shall accept the Premises, provided, however,
that such acceptance shall not relieve Landlord of its obligation to promptly
complete all Punch List Items.
5. ACCESS BY TENANT. Landlord, at Landlord's sole discretion, may
permit Tenant and Tenant's agents to enter the Premises as licensees prior to
the date specified as the commencement of the Term of said Lease in order that
Tenant may do such other work as may be required by Tenant to make the Premises
ready for Tenant's use and occupancy thereof. If Landlord permits such entry
prior to the commencement of the Term, such license is conditioned upon Tenant
and Tenant's agents, contractors, workmen, mechanics, suppliers and invitees
working in harmony and not interfering with Landlord or Landlord's agents in
constructing and installing the Work or doing any other work in or about the
Premises or Building, or with other tenants, invitees and occupants of the
Building. If at any time such entry shall cause or threaten to cause such
disharmony or interference therewith, Landlord shall have the right to withdraw
such license upon twenty-four (24) hours' written notice to Tenant. Tenant
agrees that any such entry into and occupation of the Premises shall be deemed
to be under all of the terms, covenants, conditions and provisions of the Lease
except as to the covenant to pay rent, and further agrees that Landlord shall
not be liable in any way for any injury, loss or damage which may occur to any
of Tenant's work or installations made in the Premises or to property placed
therein, and Tenant agrees to protect, defend, indemnify and save harmless
Landlord and Landlord's principals, agents, beneficiaries and employees from all
liabilities, costs, damages, fees and expenses arising out of or in any way
connected with the activities of Tenant or its agents, contractors, suppliers or
workmen in or about the Premises or Building.
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In the event Tenant employs contractors to do work in the Premises, Tenant
shall secure and pay for Worker's Compensation, Employers Liability Insurance,
and Comprehensive General Liability Insurance in forms and amounts acceptable to
Landlord. All policies shall be endorsed to include Landlord and its employees
and agents as additional insured parties. Certified copies of such policies or,
at Landlord's election, certificates of such insurance shall be delivered to
Landlord prior to Tenant commencing any work in the Premises.
6. MISCELLANEOUS.
(a) Except as expressly set forth herein, Landlord has no other
agreement with Tenant and Landlord has no other obligation to do any other work
or pay any amounts with respect to the Premises. Any other work in the Premises
which may be permitted by Landlord pursuant to the terms and conditions of the
Lease shall be done at Tenant's sole cost and expense and in accordance with the
terms and conditions of the Lease.
(b) This Work Letter shall not be deemed applicable to any additional
space added to the original Premises at any time or from time to time, whether
by any options under the Lease or otherwise, or to any portion of the original
Premises or any additions thereto in the event of a renewal or extension of the
initial term of the Lease, whether by any options under the Lease or otherwise,
unless expressly so provided in the Lease or any amendment or supplement
thereto.
(c) The failure by Tenant to pay any monies due Landlord pursuant to
this Work Letter within the time period herein stated shall be deemed a default
under the terms of the Lease for which Landlord shall be entitled to exercise
all remedies available to Landlord for nonpayment of Rent. All late payments
shall bear interest pursuant to Section 27.B of the Lease.
(d) Tenant shall be solely responsible to determine at the site all
dimensions of the Premises and the Building which affect any work to be
performed by Tenant hereunder.
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EXHIBIT D
CLEANING SPECIFICATIONS
A. OFFICE AREAS
Daily: Monday through Friday inclusive; holidays excepted.
1. Empty all waste receptacles and ash trays; remove waste materials
from the premises.
2. Dry-mop all uncarpeted areas.
3. Vacuum all rugs and carpeted areas in offices, lobbies and
corridors.
4. Hand-dust all office furniture, fixtures and all other horizontal
surfaces.
5. Damp-wipe all glass furniture tops.
6. Remove all fingers marks and smudges from doors, door frames,
around light switches, private entrance glass partitions.
7. Wash and clean all water coolers and fountains.
8. Spot-clean spill marks on resilient floor tile.
B. LAVATORIES
NIGHTLY:
1. Clean and damp-mop floors.
2. Wash and polish all mirrors, bright work and enameled surfaces.
3. Wash and sanitize all basins, bowls and urinal.
4. Wash and sanitize toilet seats.
5. Dust and clean, wash where necessary, all partitions, tile walls
and all dispensers and receptacles.
6. Empty all receptacles and sanitary disposals.
7. Fill toilet tissue holders, soap dispensers and paper towel
dispensers.
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EXHIBIT E
RULES AND REGULATIONS
RULES AND REGULATIONS. Tenant agrees to observe the rights reserved to
Landlord in the Lease and agrees, for itself, its employees, agents, clients,
customers, invitees and guests, to comply with the following rules and
regulations with such reasonable modifications thereof and additions thereto as
Landlord may make in writing and furnish to Tenant, from time to time, for the
Building.
(a) Any sign, lettering, picture, notice or advertisement
installed within Tenant's Premises which is visible to the public from within
the Building shall be installed at Tenant's cost and in such manner, character
and style as Landlord may approve in writing such approval not to be
unreasonably withheld, delayed or conditioned. No sign, lettering, picture,
notice or advertisement shall be placed on any outside window or in any position
so as to be visible from outside the Building or from any atrium or lobbies of
the Building.
(b) Tenant may use the name of the Building or use pictures or
illustrations of the Building in advertising or other publicity, but only with
prior written consent of Landlord. Landlord's consent may be arbitrarily
withheld. Tenant may use the address of the Building as its business address for
any reasonable business purpose.
(c) Tenant, its customers, invitees, licensees, and guests shall
not obstruct sidewalks, entrances, passages, courts, corridors, vestibules,
halls, elevators and stairways in and about the Building. Tenant shall not place
objects against glass partitions or doors or windows or adjacent to any open
common space which would be unsightly from the Building corridors or from the
exterior of the Building, and will promptly remove the same upon notice from
Landlord.
(d) Tenant shall not make, or cause to be made, any noises,
disturbances, vibrations, odors or noxious fumes which interfere with the use or
enjoyment of the Building or any space located therein by any other tenant or
occupant of the Building. Tenant shall not use or operate any electrical or
electronic devices or other devices that emit excessive sound waves or are
dangerous to other tenants and occupants of the Building or that would interfere
with the operation of any device or equipment or radio or television
broadcasting or reception from or within the Building or elsewhere, and shall
not place or install any projections, antennae, aerials or similar devices
outside of the Premises.
(e) Tenant shall not make any room-to-room canvas to solicit
business from other tenants in the Building, and shall not exhibit, sell or
offer to sell, use, rent or exchange any item or services in or from the
Premises unless ordinarily embraced within the Tenant's use of the Premises as
specified in its lease.
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(f) Tenant shall not waste electricity or water and agrees to
cooperate fully with Landlord to assure the most effective operation of the
Building's heating and air conditioning and shall refrain from attempting to
adjust any controls except for the thermostats within the Premises. Tenant shall
keep public corridor doors closed.
(g) Door keys for doors in the Premises will be furnished at the
commencement of the Lease by Landlord. Tenant shall not affix additional locks
on doors and shall purchase duplicate keys only from Landlord. When the Lease is
terminated, Tenant shall return all keys to Landlord and will provide to
Landlord the means of opening any safes, cabinets or vaults left in the
Premises.
(h) Tenant assumes full responsibility for protecting its space
from theft, robbery and pilferage. Tenant's responsibility includes keeping
doors locked and other means of entry to the Premises closed and secured.
(i) Peddlers, solicitors and beggars shall be reported to the
office of the Building or as Landlord otherwise requests.
(j) Tenant shall neither install nor operate machinery or any
mechanical devices of a nature not directly related to Tenant's ordinary use of
the Premises without the written permission of the Landlord.
(k) Tenant shall not, and Tenant shall not permit or suffer
anyone to:
(1) Use the Premises for lodging or for any immoral or
illegal purposes;
(2) Use the Premises to engage in the manufacture or sale
of any spirituous, fermented, intoxicating or alcoholic
beverages;
(3) Use the Premises to engage in the manufacture or sale
of, or permit the use of, any illegal drugs on the
Premises.
(l) In no event shall any person bring into the Building
inflammables such as gasoline, kerosene, naphtha and benzene, or explosives or
firearms or any other articles of intrinsically dangerous nature. If by reason
of the failure of Tenant to comply with the provisions of this paragraph, any
insurance premium payable by Landlord for all or any part of the Building shall
at any time be increased above normal insurance premiums for insurance not
covering the items aforesaid, Landlord shall have the option to require Tenant
to make immediate payment for the whole of the increased insurance premium.
(m) Tenant shall comply with all applicable federal, state and
municipal laws, ordinances and regulations and building rules, and shall not
directly or indirectly make any use of the Premises which may be prohibited
thereby or which shall be dangerous to person or property or shall increase the
cost of insurance or require additional insurance coverage.
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(n) If Tenant desires signal, communication, alarm or other
utility or service connection installed or changed, the same shall be made at
the expense of Tenant, with approval and under direction of Landlord, which
approval shall not unreasonably be withheld, delayed or conditioned.
(o) Bicycles shall not be permitted in the Building in other than
Landlord designated locations.
(p) Tenant shall cooperate and participate in all reasonable
security programs affecting the Building.
(q) Tenant, its customers, invitees, licensees, and guests shall
not loiter, eat, drink, sit or lie in the lobby, plaza or other spaces in the
Building or the adjacent property owned by the Landlord which are open to the
public.
(r) Tenant shall not, and Tenant shall not permit or suffer
anyone to, allow any pets in the Premises, except seeing-eye dogs.
(s) Tenants shall not use any draperies or other window coverings
instead of or in addition to the building standard window coverings designated
and approved by Landlord for exclusive use throughout the Building.
(t) Tenant, its customers, invitees, licensees, and guests shall
not use the freight or passenger elevators of the Building except in accord with
the reasonable regulations for their use established by Landlord.
(u) In the event Landlord allows one or more tenants in the
Building to do any act prohibited herein, Landlord shall not be precluded from
denying any other tenant the right to do any such act.
(v) In the event of a conflict between the terms of these rules
and regulations and the terms of the Lease, the terms of the Lease shall
control.
(w) No person or contractor not employed by Landlord shall be
used to perform window washing, cleaning, decorating, repair or other work in
the Premises.
(x) Tenant shall not, and Tenant shall not permit or suffer
anyone to:
(1) Xxxx in the Premises (except that Tenant shall be
permitted to use microwave and toaster ovens for the
warming of food, as well as a dishwasher, in a
lunchroom facility maintained for the use of Tenant's
employees and not for use by the general public);
E-3
(2) Place vending or dispensing machines of any kind in or
about the premises;
(3) At any time sell, purchase or give away, or permit the
sale, purchase or gift of, food in any form.
However, with prior written consent of Landlord (which consent shall not
unreasonably be withheld, conditioned or delayed), the activities described in
(1), (2) and (3) above may be permitted in lounges or other facilities for the
use of Tenant's employees designated for this purpose.
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EXHIBIT F
FORM OF TENANT ESTOPPEL CERTIFICATE
DATED:
------------------
Re: Lease Dated:
Landlord: 000 Xxxxx Xxxxxx Xxxxx, X.X.X.
Xxxxxx:
Premises:
---------------------------------------------------
at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
The undersigned as Tenant under the Lease aforesaid, hereby acknowledges
for the benefit of_______________________, which has or is about to make a loan
to the Landlord aforesaid, part of the security for which will be a mortgage
covering the Premises aforesaid and an assignment of Landlord's interest in said
Lease, the truth and accuracy of the following statements pertaining to said
Lease.
1. Tenant has accepted and is in full possession of the Premises.
2. The term of the Lease commenced on _______________________ and the
Lease is in full force and effect.
3. Landlord has satisfactorily complied with all of the requirements
and conditions precedent to the commencement of the term of the Lease as
specified in the Lease.
4. All improvements, additions and alterations required to be made by
Landlord with respect to the Premises have been fully completed by Landlord and
are acceptable to Tenant except for _________________________________________.
5. Tenant is paying the full rent stipulated in the Lease and there
are no offsets, defenses or claims on the part of Tenant with respect thereto.
6. The fixed annual rent under the Lease is $________________ and no
moneys have been paid to Landlord in advance of the due date set forth in the
Lease, except ______________________________.
7. To the best of Tenant's knowledge, Landlord has not been and is not
presently in default under any of the terms, covenants or provisions of the
Lease.
F-l
8. There have been no modifications or amendments to the Lease except
as follows: __________________________________________________________________.
A true and complete copy of the Lease (together with all amendments if any
aforementioned) is attached hereto and hereby made a part hereof.
9. Tenant acknowledges that _______________ assumes no liability for
its security deposits, if any, or for sums escrowed with the Landlord for taxes
in the event that _____________ acquires the building in which the Premises are
located by foreclosure or by transfer of title in lieu of foreclosure, unless
__________ has actually received such sums.
10. Tenant has no notice of any prior assignment, hypothecation or
pledge of the Lease or of the rents payable by Tenant thereunder.
Dated: TENANT:
-----------------------------
By:
---------------------------------
Address to which notices are to be
sent if other than the Premises:
F-2
EXHIBIT G
LETTER OF CREDIT FORM
__________, 2000
000 Xxxxx Xxxxxx Xxxxx, X.X.X.
c/o Lend Lease Real Estate Investments, Inc.
000 X. Xxxxxxxxx Xxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx, 00000
Attn:______________
IRREVOCABLE LETTER OF CREDIT NO.__________
Original Expiration Date: ________
Gentlemen:
We hereby establish our irrevocable Letter of Credit in your favor for the
account of ORBITZ, LLC for the sum not exceeding U.S.__________ and ____/100
Dollars ($___________).
This Letter of Credit is available against your draft drawn on us bearing the
clause "Drawn Under _________________________ Bank, Chicago,
Illinois L/C
No. ___________________________________".
We hereby agree with the drawers of the draft drawn and negotiated in compliance
with the terms of this credit, that said draft will be duly honored within two
(2) business days after it is presented at this office.
It is a condition of this Letter of Credit that it shall be deemed automatically
extended without amendment for a period of one year from the initial expiration
date stated above or any future expiration date hereof, unless at least sixty
(60) days prior to the expiration date we mail you our notice, by registered or
certified mail, informing you that the Letter of Credit will no longer be
automatically renewed beyond the then expiration date. In the event that we
notify you that it is our intention not to renew this Letter of Credit for an
additional one year period we agree to also notify the following parties by
registered or certified mail:
Lend Lease Real Estate Investments, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Regional Manager
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and
Lend Lease Real Estate Investments, Inc.
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Law Department
and
Xxxxxxx & Xxxxx LLC
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Sarasek, Esq. and Xxxxxxxxx X. Xxxxxxxxxxx, Esq.
This Letter of Credit is transferable and assignable from time to time; any
transfer request shall be effected by presentation to the issuer of the attached
transfer form accompanied by the original of this Letter of Credit, provided
that the holder hereof shall not incur any fees to the issuer as a condition to
any such transfer.
Partial Drawings and reductions are permitted.
Except so far as otherwise expressly stated this documentary credit is subject
to Uniform Customs and Practice for Documentary Credits, 1995 revision, ICC
Publication No. 500, excluding Article 17.
--------------------------------------------------------------------------------
Name of Bank
By:
-----------------------------------------
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EXHIBIT H
LEGAL DESCRIPTION
THAT PART OF XXXX 00 XXX 00 XX XXXXX 00 XX RESUBDIVISION OF BLOCKS 83, 92 AND
140 IN SCHOOL SECTION ADDITION TO CHICAGO, IN SECTION 16, TOWNSHIP 39 NORTH,
RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTH EAST CORNER OF SAID LOT 13; THENCE SOUTH 90 DEGREES WEST
ALONG THE NORTH LINE OF SAID LOT 13 (ALSO BEING THE SOUTH LINE OF WEST XXXXX
STREET), 54.00 FEET TO THE WEST LINE OF XXXXXX DRIVE, AS DEDICATED, AND THE
PLACE OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF LAND; THENCE SOUTH 0 DEGREES
13 MINUTES 30 SECONDS EAST ALONG SAID WEST LINE OF SOUTH XXXXXX DRIVE, 166.04
FEET TO THE SOUTH LINE OF SAID XXX 00 (XXXX XXXXX XXX XXXXX XXXX XX XXXX XXXXXX
XXXXXX); THENCE NORTH 89 DEGREES 57 MINUTES 40 SECONDS WEST ALONG THE SOUTH LINE
OF SAID LOT 14, 148.00 FEET TO A POINT; THENCE NORTH 9 DEGREES 47 MINUTES 46
SECONDS WEST, 84.20 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 14; THENCE
NORTH 10 DEGREES 27 MINUTES 59 SECONDS WEST, 84.36 FEET TO THE NORTH LINE OF
SAID LOT 13; THENCE NORTH 90 DEGREES EAST ALONG THE NORTH LINE OF SAID LOT 13,
177.00 FEET TO THE PLACE OF BEGINNING, IN XXXX COUNTY, ILLINOIS.
H-l
EXHIBIT I
FORM OF NON-DISTURBANCE AGREEMENT
THIS AGREEMENT, made this day of , 2000, by and between
___________________, a ______________________ (herein "Lessee"), and
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation
(herein "Lender").
RECITALS
A. Lender is the holder of a certain promissory note (herein the
"Note") issued by 000 Xxxxx Xxxxxx Xxxxx, L.L.C. ("Lessor"), dated October 23,
1998 in the principal sum of Sixty-Six Million and No/100 DOLLARS
($66,000,000.00) and of the Mortgage and Security Agreement of even date
therewith (herein the "Mortgage") securing the Note, recorded on October 26,
1998 as Document Number 98958719 with the Xxxx County Recorder, which Mortgage
encumbers the real property (herein called the "Subject Property") described on
Exhibit A, attached hereto and made a part hereof.
B. Lessee and 000 Xxxxx Xxxxxx Xxxxx, L.L.C., as Lessor, entered into
a lease agreement (herein the "Lease") dated ____________, 2000 by which Lessee
leased from Lessor certain premises commonly known as the _____________________
floor(s) and comprising approximately _________________ Square Feet (herein the
"Leased Premises"), and constituting a portion of the Subject Property.
C. Lessee desires to be able to obtain the advantages of the Lease and
occupancy thereunder in the event of foreclosure of the Mortgage and Lender
wishes to have Lessee confirm the priority of the Mortgage over the Lease.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth hereinbelow, the parties hereto agree as follows:
1. Lessee hereby covenants and agrees that all its rights and
interests whatsoever under the Lease in the Leased Premises and the Subject
Property are and shall remain subject and subordinate to the lien of the
Mortgage and to all the terms, conditions and provisions thereof, to all
advances made or to be made thereunder or under the Note, and to any increases,
renewals, extensions, modifications, substitutions, consolidations or
replacements thereof or of the Note.
2. So long as Lessee is not in default (beyond any period given Lessee
in the Lease to cure such default) in the payment of rent or additional charges
or in the performance of any of the other terms, covenants or conditions of the
Lease on Lessee's part to be performed, Lessee shall not be disturbed by Lender
in its possession of the Leased Premises during the term of the Lease, or any
extension or renewal thereof, or in the enjoyment of its rights under the Lease.
I-1
3. If the interest of the Lessor under the Lease shall be acquired by
Lender or any purchaser ("Purchaser") by reason of exercise of the power of sale
or the foreclosure of the Mortgage or other proceedings brought to enforce the
rights of the holder thereof, by deed in lieu of foreclosure or by any other
method, and Lender or Purchaser succeeds to the interest of Lessor under the
Lease, Lessee shall attorn to Lender or Purchaser as its lessor, said attornment
to be effective and self-operative without the execution of any other
instruments on the part of either party hereto immediately upon Lender's or
Purchaser's succeeding to the interest of the Lessor under the Lease, and the
Lease shall continue in accordance with its terms between Lessee as lessee and
Lender or Purchaser as lessor; provided, however, that:
(a) Lender shall not be personally liable under the Lease and Lender's
liability under the Lease shall be limited to the ownership interest of Lender
in the Subject Property;
(b) Lender shall not be liable for any act or omission of any prior
lessor (including Lessor);
(c) Lender shall not be subject to any offsets or defenses which Lessee
might have against any prior lessor (including Lessor);
(d) Lender shall not be bound by any prepayment of rent more than
thirty (30) days in advance, or by any deposit, rental security or any other
sums deposited with any prior lessor (including Lessor) under the Lease unless
actually received by Lender;
(e) Lender shall not be bound by any agreement or modification of the
Lease made without Lender's consent;
(f) Lender shall not be bound to commence or complete any construction
or to make any contribution toward construction or installation of any
improvements upon the Leased Premises required under the Lease or any expansion
or rehabilitation of existing improvements thereon, or for restoration of
improvements following any casualty not required to be insured under the Lease
or for the costs of any restorations in excess of any proceeds recovered under
any insurance required to be carried under the Lease; and,
(g) Lender shall not be bound by any restriction on competition beyond
the Subject Property.
4. [NOTE: THIS PARAGRAPH 4 SHALL BE ADAPTED AS NECESSARY TO REFLECT
THE CURRENT STATE OF COMPLETION OF THE WORK DESCRIBED IN THE WORKLETTER ATTACHED
AS EXHIBIT C TO THE LEASE.] Lessee certifies to Lender that the Lease is
presently in full force and effect with no defaults thereunder by the Lessor or
by Lessee and unmodified except as indicated hereinabove; that the term thereof
has commenced and the full rental is now accruing thereunder; that Lessee has
accepted possession of the Leased Premises and that any improvements required by
the terms of the Lease to be made by the Lessor have been completed to the
satisfaction of Lessee; that no rent under the Lease has been paid more than
thirty (30) days in advance of its due date; that the address for notices to be
sent to Lessee is as set forth in the Lease, or at the
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Leased Premises; and that the Lessee, has no charge, lien, claim or offset under
the Lease or otherwise, against rents or other charges due or to become due
thereunder.
5. Lessee agrees with Lender that from and after the date hereof,
Lessee will not terminate or seek to terminate the Lease by reason of any act or
omission of the Lessor thereunder until Lessee shall have given written notice,
by registered or certified mail, return receipt requested, of said act or
omission to Lender, which notice shall be addressed to Massachusetts Mutual Life
Insurance Company, C/O Xxxxx X. Xxxxxx and Company Incorporated, 0000 Xxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Senior Managing Director,
Real Estate Finance Group, and until a reasonable period of time shall have
elapsed following the giving of such notice, during which period Lender shall
have the right, but shall not be obligated, to remedy such act or omission.
6. This Agreement shall inure to the benefit of and shall be binding
upon Lessee and Lender, and their respective heirs, personal representatives,
successors and assigns. This Agreement may not be altered, modified or amended
except in writing signed by all of the partied hereto. In the event any one or
more of the provisions contained in this Agreement shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. This Agreement shall be
governed by and construed according to the laws of the State of
I-3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
[ATTEST OR WITNESSES (2)] LESSEE:
----------------------
By
------------------------------- ---------------------------
Its
------------------------------- ---------------------
[SEAL]
[ATTEST OR WITNESSES (2)] MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By Xxxxx X. Xxxxxx and Company
Incorporated
Its Authorized Agent
By
------------------------------- ---------------------------
Its
------------------------------- ---------------------
[SEAL]
I-4
ACKNOWLEDGEMENTS
STATE OF )
)ss.
COUNTY OF )
On this, the day of , 2000, before me, the undersigned party,
personally appeared
who acknowledged himself to be the of ___________________, a
_________________________________, and that he as such
bring authorized to do so, executed the foregoing Lease Subordination,
Attornment and Non-Disturbance Agreement for the purposes therein contained by
signing the name of the by himself
as
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------
Notary Public
My Commissions Expires:
I-5
COMMONWEALTH OF MASSACHUSETTS )
)ss.
COUNTY OF )
On this, the day of , 20 , before me, the undersigned
party, personally appeared
who acknowledged himself to be the of Xxxxx X. Xxxxxx and Company
Incorporated the Authorized Agent of MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, a Massachusetts corporation, and that he as such
being authorized to do so, executed the foregoing Lease Subordination,
Attornment and Non-Disturbance Agreement for the purposes therein contained by
signing the name of the corporation by himself
as
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------
Notary Public
My Commission Expires:
I-6
EXHIBIT J
ORBITZ GENSLER
MINIMUM QUALITY STANDARDS
BASE BUILDING TURNOVER CONDITIONS
OPTIMUM BASE BUILDING CRITERIA
The tenant improvement allowance provided by the landlord to Orbitz shall apply
to the tenant improvements over and above that which is base building or
landlord provided construction.
BASE BUILDING CONSTRUCTION
The base building construction shall consist of the following:
- A level floor ready to receive tenant finish (1/2" tolerance in l0'-0",
non-cumulative).
- Core walls, columns and perimeter drywall taped and ready to receive tenant
finish.
- One janitor closet on each floor and complete men's and women's restroom
facilities on each floor.
- Window blinds/window treatment.
- Heating/ventilation, air conditioning and sprinkler infrastructure brought
to the floors consisting of all main loop and major distribution lines.
Perimeter window line heating installed.
- All required fire hose cabinets, standpipe connections, smoke detectors,
fire detectors, and fire alarm related equipment installed.
RELOCATION STUDY
GENERAL BASE BUILDING REQUIREMENTS
The following list of requirements is to be used as basic standards of building
performance to be achieved at landlord's expense as the base for tenant
build-out. Any tenant build-out allowances will apply from this basis on.
DIVISION 2: SITEWORK
A. HAZARDOUS MATERIALS AND ASBESTOS REMOVAL
The premises shall be made free of hazardous materials by the landlord.
B. FLOOR LOADING
Core to Interior Column 80 lbs./sq. ft.
Interior Column to Exterior Column 50 lbs./sq. ft.
Live Load at Interior Zone Preferable loading at interior
zones on each floor
100 lbs./sq. ft. live load.
C. FLOOR LEVELING
Floors shall be leveled to a maximum variation of plus or minus 1/2" within
10 feet non-cumulative. All cores or demolition scars should be filled and
smoothed.
D. FINISHED CEILING HEIGHTS
Ceiling heights in all areas to be 8'-6" minimum
October 31, 2000
X-x
ORBITZ GENSLER
DIVISION 7: THERMAL AND MOISTURE PROTECTION
A. PATCHING
Any floor or ceiling penetrations that are not used for existing building
systems shall be sealed in compliance with applicable fire code.
DIVISION 8: DOORS AND WINDOWS
A. DOORS
Building standard doors, frames and hardware shall be furnished and
installed around the building core, as necessary to conform to building
standards, applicable codes and ADA.
B. EXTERIOR GLAZING
Windows and mullions to be free of defects and energy efficient. Building
is to have all framing, window xxxxx and hardware repaired and made free
from defects at landlord's expense.
DIVISION 9: FINISHES
A. CORE WALL, PERIMETER AND COLUMN CONDITIONS
All structural columns, core walls and perimeter walls, stairways, and
demising partitions for common area corridors on the floor, etc., shall be
properly insulated, drywalled and ready for finish painting.
All enclosures to be uniform in shape, hide all piping and irregular
conditions and be complete with drapery pockets, fascias, blocking and
pocket ceilings.
B. ELEVATOR LOBBIES AND CORRIDORS
An allowance for elevator lobbies based on building standard will be
required in place at Orbitz's request.
C. PUBLIC WASHROOMS
Men's and women's restrooms, in compliance with ADA and local codes on each
floor of the premises, shall be finished and fully operable. Lavatories to
be integral or undermount.
- Floors to be ceramic tile with stone or ceramic tile base
- Wet walls to be ceramic tile or stone
- Additional walls to be vinyl wall covered at minimum
- Full mirror over vanity
- Coved and accent lighting
- Partitions to be ceiling mounted metal or upgrade
- All accessories to be fully recessed
October 31, 2000
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ORBITZ GENSLER
DIVISION 12: FURNISHINGS
A. BLINDS
Building standard blinds and hardware shall be furnished and installed on
all perimeter windows at landlord's expense.
DIVISION 14: CONVEYING SYSTEMS
A. PASSENGER ELEVATORS
Cab Features and Finishes Cabs will be fully furnished with
control panels that provide an
onboard message center and voice
enunciator systems per ADA;
infrared door detectors and key
card access for Orbitz floors
during off hours.
B. FREIGHT ELEVATORS/LOADING DOCK
LOCATION OF SERVICE ENTRANCE At or below grade access for
semi-trucks.
SERVICE ELEVATORS Use of freight elevators to be
available at no cost for tenant
use and during tenant
construction.
DIVISION 15: MECHANICAL
A. HVAC
Heating is controlled by an all-perimeter air system operating at a
constant air volume with variable preset air temperatures. Perimeter air
temperatures are controlled by electric heaters in the ducts. There is one
(1) fan and one (1) duct heater per face of the building per floor. The
building is cooled by two 900-ton chillers and one 600-ton chiller which
deliver chilled water to the coils in the fan plenum. The fan serves the
fourth through fortieth floors. There is another fan located on Lower Level
2 which serves the two lower levels and the lobby through third floor.
Landlord shall supply main interior loop, ductwork to VAV boxes, one VAV
box or Moduline box for every 1,500 square feet, and a perimeter supply and
distribution system.
The base building standard handling capacity shall be based upon a
population not to exceed one person per 150 usable square feet and a
maximum sensible heat load of 5.0 xxxxx per usable square foot.
Heating capable of maintaining inside space conditions of not less than 72
degrees Fahrenheit dry bulb 62 degrees Fahrenheit when outside air
temperature is not less than minus 10 degrees Fahrenheit.
October 31, 2000
J-3
ORBITZ GENSLER
Cooling capable of maintaining inside space conditions of 75 degrees 62
degrees Fahrenheit (50% 65% RH) when outside conditions are 95 degrees
Fahrenheit dry bulb and 75 degrees Fahrenheit wet bulb.
VENTILATION
Outside Air Quantity 0.2 CFM per usable square foot minimum.
Outside Air Quality Drawing from clean outside source.
Supply Air Quantity
Interior Offices 0.6 to 0.8 CFM per usable square foot.
Exterior Offices As required by design load.
Supplemental Cooling Capabilities for special cooling
requirements of up to 20 tons per
floor, subject to riser capacity.
HOURS OF OPERATION
Monday - Friday 8:00am - 6:00pm
Saturday 8:00am - l:00pm
AFTER-HOUR OPERATIONS Currently $100.00/hour.
CONDENSER WATER RISER Available for individual tenant
hook-up and use for tenant
supplemental air conditioning system.
There is a monthly water usage fee
affiliated with the tie-in.
B. PLUMBING
Landlord shall supply and install in the Core area one (1) ADA accessible
electric water cooler at no cost to the tenant.
C. FIRE PROTECTION
Sprinklering Orbitz floors to be sprinklered. The sprinkler riser, the
main loop and branch lines will be in place prior to the commencement of
tenant construction. Heights to conform to finished ceiling heights.
FIRE HOSE RISER AND HOSESLocated per code with an extinguisher.
DIVISION 16: ELECTRICAL
A. ELECTRICAL/TELECOMMUNICATIONS
Tenant separate meter panel, fittings and meter. See specifications:
October 31, 2000
J-4
ORBITZ GENSLER
DISTRIBUTION LOCATIONS Individually sub-metered for lights and
outlets; one main load center per floor
with one branch sub-load center for
every 6,000 square feet. A load center
consists of panels for power and
lighting.
DISTRIBUTIONS CAPACITY 208/120 volt, 3-phase, 4-wire service
for lighting, receptacle and
miscellaneous power based on load
capacities of six (6.0) xxxxx per
square foot.
GROUNDING SYSTEMS To be made available to tenant by
building.
BUILDING EMERGENCY POWER Direct Commonwealth Edison feed for
emergency lighting, fire protection and
elevators with battery back-up for
stair lighting.
B. LIGHTING
Building standard to meet local and federal efficiency requirements and
codes.
C. TELECOMMUNICATIONS
TELEPHONES Telephone service shall be available
within the service core from
distribution panels on each floor
capable of servicing tenant telephone
demands.
Telephone closet located on each floor
for tenant distribution; main NETPOP
distribution pairs available at each
floor to be determined by tenants'
requirements with a minimum of 175
trunks overall.
FIBER OPTICS To be available within each vertical
riser and closets.
CABLE TELEVISION Cable to be available on each floor for
tenant hookup and distribution, per
agreement with AT&T Cable.
SATELLITE Tenant will require capability and
authority to mount equipment to receive
satellite transmission (to be agreed to
under a separate licensing agreement).
D. LIFE SAFETY SYSTEMS
ONE-WAY VOICE COMMUNICATION Throughout all common area corridors
and public spaces.
TWO-WAY VOICE COMMUNICATIONS Within stairwells per code.
FIRE ALARM SYSTEM
Smoke Detectors Throughout elevator lobby areas, common
area corridors and mechanical rooms.
Strobe Lights As required by code and ADA.
October 31, 2000
J-5
ORBITZ GENSLER
Smoke Evacuation As required by code and ADA.
Thermal Detectors As required by code and ADA.
Enunciator Panel Location As required by code and ADA.
AUTOMATIC LOCK-RELEASE ON DOORS TO As required by code.
FIRE STAIRWELLS
FIRE EVACUATION PLAN IN PLACE Emergency Procedures Manuals to be
provided by landlord.
EMERGENCY BACK-UP Fire pumps supplying the standpipes and
the sprinkler system, elevators and
stairwell lighting should be connected
to the emergency electrical system via
a direct feed to Commonwealth Edison.
EMERGENCY EXITING As required by code.
E. SECURITY
Electronic key card access to building and at fire doors. 24-hour building
security including weekends (please describe all security systems and
measures).
October 31, 2000
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