EXHIBIT 10.6
LEASE
THIS LEASE, made as of this 23rd day of October, 1996, between LaSALLE
NATIONAL TRUST, N.A., as Successor Trustee to LaSalle National Bank, not
personally but solely as Trustee under Trust Agreement dated October 8, 1982 and
known as Trust No. 105454 (hereinafter known as "Landlord"), and Option Care,
Inc., a Delaware corporation (hereinafter known as "Tenant");
WITNESSETH:
THAT Landlord hereby leases to Tenant, and Tenant accepts the demised
premises consisting of approximately 13,655 rentable square feet of space on the
second floor and not more than 800 square feet of storage space on the lower
level in the building (hereinafter known as "Building") known as the 000
Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxxx, all as described in the floor
plans attached hereto as (i) Exhibits "A-1" and "A-2", for the term of five (5)
years and six (6) months unless sooner terminated as provided herein, commencing
November 1, 1996 ("Commencement Date") and ending May 31, 2002 ("Expiration
Date") and (ii) approximately 5,190 rentable square feet as described on Exhibit
"B," commencing June 1, 1997 ("Expansion Space Commencement Date"), subject to
Section 5 hereof, to be occupied and used by the Tenant for general offices and
no other purpose, subject to the agreements herein contained (the space
described in Exhibits "A-1" and "A-2" and Exhibit "B" shall hereinafter be
referred to collectively as the "Premises." Exhibits "A-1" and "A-2" shall be
referred to separately as the "Initial Space" and Exhibit "B," the "Expansion
Space").
IN CONSIDERATION THEREOF, THE PARTIES COVENANT AND AGREE:
1. RENT. The Tenant shall pay as Net Base Rent for the Initial Space to
Property & Facility Management Group LLC, or to such other person or at such
other place as Landlord may direct in writing beginning on the Commencement
Date, an Annual Base Rent of $187,756.20 payable in equal monthly installments
of $15,646.35 in advance on or before the first day of each month of the term
and
thereafter as set forth in the rent schedule attached as Exhibit "C" and after
the Expansion Space Commencement Date, as set forth in Exhibit "D," rent shall
be paid without any set-off or deduction whatsoever. Unpaid rent shall bear
interest at the rate set forth in Section 27(f), commencing on the eleventh
(11th) day after the date due until paid. Time is of the essence of this Lease.
Tenant agrees to do and perform each and every covenant, agreement and
obligation to be performed by Tenant hereunder.
2. RENT ADJUSTMENT. Tenant shall pay additional annual rent for Taxes
and Expenses in accordance with the provisions of this Section 2. Such
additional rent is hereinafter referred to as "Rent Adjustment."
(a) Intentionally deleted.
(b) (1) Tenant shall pay to the Landlord, as additional rent, an
amount equal to that proportion of the amount of Taxes (as defined in Section
2(b)(2) attributable to any calendar year of the Lease term as the rentable area
of the premises bears to the rentable area of the Building (such proportion
hereinafter being called "Tenant's Proportion"). The amount of Taxes
attributable to a calendar year shall be the amount payable during any such
year, even though the assessment for such Taxes may be for a different year.
(2) The term "Taxes" shall mean real estate taxes, assessments,
sewer rents, sewer rates and sewer charges, transit taxes, taxes based upon the
receipt of rent, and any other federal, state or local governmental charge,
general, special ordinary or extraordinary which may now or hereafter be levied
or assessed against the property upon which the Building stands and upon the
Building, hereinafter collectively known as "Real Property." In case of special
Taxes or assessments which may be payable in installments, only the amount of
each installment paid during a calendar year shall be included in Taxes for that
year. Taxes shall also include any personal property taxes (attributable to the
year in which paid) imposed upon the furniture, fixtures, machinery, equipment,
apparatus, systems and appurtenances used in connection with said Real Property
for the operation thereof and all fees and costs (including attorneys' fees)
incurred by Landlord in seeking to obtain a reduction of, or a limit on the
increase in,
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any Taxes, regardless of whether any reduction or limitation is obtained.
Notwithstanding the foregoing, there shall be excluded from
Taxes: income taxes, franchise, capital stock and state and federal inheritance
taxes, all interest and penalties on such Taxes (to the extent such interest and
penalties arise out of Landlords failure to pay the Taxes and not as a result of
Tenants failure to pay Taxes), other taxes imposed upon or measured by the
Landlords income or profits, unless the same shall be imposed in lieu of real
estate taxes and other ad valorem taxes.
(3) If the tax year for real estate taxes shall be changed by
the applicable governmental authority resulting in the payment by the Landlord
in one calendar year of Taxes which relate to more than one calendar year, then
notwithstanding anything to the contrary contained in this Lease, for purposes
of determining the Rent Adjustment for such calendar year, such amount of taxes
shall be adjusted to an amount which is equivalent to a one-year payment of
Taxes.
(c) Tenant shall pay to the Landlord as additional rent Tenant's
Proportion of the amount of Expenses (as herein defined) attributable to any
calendar year of the Lease. For the purposes of this Section 2(c), the term
"Expenses" shall mean and include all expenses paid or incurred by the Landlord
for managing, maintaining, operating, insuring, replacing and repairing the Real
Property, appurtenances and personal property used in conjunction therewith
(hereinafter referred to as "Project"). Expenses shall not include: (1) costs of
alterations of the premises of tenants of the Building; (2) expenses incurred by
Landlord for repairs or other work occasioned by fire, windstorm, or other
insurable casualty or condemnation, which expenses are recovered by insurance
proceeds; (3) expenses incurred by Landlord to lease space to new tenants or to
retain existing tenants, including, without limitation, leasing commissions,
advertising and promotional expenditures; (4) expenses incurred by Landlord to
resolve disputes, enforce or negotiate lease terms with prospective or existing
tenants or in connection with any financing, sale or syndication of the
Property; (5) Interest, principal, points and fees, amortization or other costs
associated with any debt and rent payable under any lease to which this Lease is
subject and all costs and expenses associated with any such debt or lease and
any ground lease rent, irrespective of whether this Lease is subject or
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subordinate thereto; (6) expenses for the replacement of any item reimbursed to
Landlord under warranty; (7) any penalty or fine incurred by Landlord due to
Landlord's violation of any federal, state, or local law or regulation and any
interest or penalties due for late payment by Landlord; (8) cost of correcting
any latent defects or original design defects in the Building construction
materials or equipment, but only to the extent such costs relate to the
structural systems of the Building; (9) expenses for any item or service not
made available by Landlord to all tenants of the Building which Tenant pays
directly to a third party or, if provided by Landlord, Tenant separately
reimburses Landlord and expenses incurred by Landlord due to special request of
tenants or third parties to the extent the same are reimbursable or reimbursed
from any other tenants or third parties; (10) fees paid to affiliates of
Landlord to the extent that such fees exceed the customary amount charged for
the services provided; (11) the operating expenses incurred by Landlord relative
to retail stores, hotels and any specialty service owned and operated by
Landlord in the Building or on the Property; (12) costs of sculptures, paintings
and other objects of art; and (13) costs associated with the removal of
substances considered to be detrimental to the environment or the health of
occupants of the Building, except for those costs as a result of Tenant's, its
employees', contractors', or invitees' introduction of such substances, which
shall be remediated at the sole cost of Tenant. Expenses shall include (i) the
cost of any capital expenditures incurred in connection with the operation or
maintenance of the Project, as reasonably amortized by Landlord; such capital
expenditures include without limitation the cost of any capital improvements
installed for the purposes of reducing or controlling Expenses; and (ii) the
cost of any capital improvements which are necessary to keep the Project in
compliance with all governmental rules, regulations, ordinances and statutes. If
the building is not fully rented during all or a portion of any year subsequent
to the Base Year, then Landlord may elect to make an appropriate adjustment of
the Expenses for such year employing sound accounting and management principles,
to determine the amount of Expenses that would have been paid or incurred by the
Landlord had the Building been fully occupied; and the amount so determined
shall be the amount of Expenses attributable to such year. If any Project
expense, though paid in one year, relates to more than one calendar year, at the
option of Landlord such expenses may be proportionately allocated among such
related calendar years.
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(d) In the event the Renewal Option (as hereinafter defined) is
exercised, then on the anniversary date of the commencement of the Renewal Term,
and on each anniversary date thereafter, Tenant shall pay Landlord as additional
rent, a compounded increase of three percent (3%) of the Annual Base Rent as
determined pursuant to Section 26 of this Lease.
(e) Upon possession and acceptance of the demised premises by Tenant
as set forth in this Lease, and after the expiration of each calendar year
thereafter, Tenant will pay the Rent Adjustment in the amounts and at the times
provided herein and according to the statement ("Landlord's Statement")
furnished to Tenant by Landlord showing the following:
(1) The Expenses and Taxes for said expired calendar year.
(2) The amount of Rent Adjustment due to the Landlord or credit
to the Tenant for said expired calendar year.
(3) The amount of Rent Adjustment to be paid during the then
calendar year (and thereafter until receipt of a new Landlord's Statement) based
upon the Rent Adjustment for said expired calendar year plus the estimated Rent
Adjustment for the then calendar year. The amount of Rent Adjustment to be paid
during the then calendar year shall be broken down to show:
(i) a lump sum due for the number of months of the then
calendar year preceding and including the month of the date of the Landlord's
Statement; and
(ii) the amount for the period of the then calendar year
following the date of the Landlord's Statement to be paid in equal monthly
installments on the first day of each month subsequent to the month of the
statement during said period in the same manner as provided for Base Rent.
(4) A copy of the most recent tax xxxx.
(f) The Tenant or its representative shall have the right to examine
the Landlord's books and records with respect to the items in the Landlord's
Statement of Expenses and Taxes during normal business hours at any time within
forty-five (45) days
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following the furnishing by the Landlord to the Tenant of such statement. Unless
the Tenant shall take written exception to any item within sixty (60) days after
the furnishing of the Landlord's Statement, such statement shall be considered
as final and accepted by the Tenant. Any amount due to the Landlord as shown on
Landlord's Statement, whether or not written exception is taken thereto, shall
be paid by the Tenant within thirty (30) days after the Landlord shall have
submitted the Landlord's Statement, without prejudice to any such written
exception.
In the event Tenant provides Landlord with timely written objection to
any amounts on the Landlord's Statement then such objection shall be submitted
to one of three independent Certified Public Accountants ("CPA") to be chosen by
Tenant from a list of three CPAs selected by Landlord. The three CPAs chosen by
Landlord and submitted to Tenant shall be selected from the "big six." The
decision of the selected CPA shall be final and binding on Landlord and Tenant.
If Tenants review shall disclose an inaccuracy in favor of Landlord greater than
a 5% error with respect to the amount due from Tenant for the period of the
Landlord's Statement, then Landlord shall pay the reasonable cost of the CPA;
otherwise the cost of the CPA shall be paid by Tenant. Landlord shall promptly
pay to Tenant any amounts shown by the audit to have been collected by Landlord
but not due from Tenant.
(g) If the first year of the term of this Lease commences on any day
other than the first day of January, or if the last year of the term of this
Lease ends on any day other than the last day of December, any payment due to
the Landlord from the Tenant for Taxes and Expenses shall be prorated according
to the time the Lease was in effect and the Tenant shall pay any amount due to
the Landlord within thirty (30) days after being billed therefor. This covenant
shall survive the expiration or termination of this Lease.
(h) The Tenant's Proportion for all purposes of this Lease shall be
thirteen and eighty-four hundredths (13.84%) Percent from the Commencement Date
to the Expansion Space Commencement Date and nineteen and one-tenth (19.10%)
percent from and including the Expansion Space Commencement Date to and
including the Expiration Date. For the purpose of determining the Tenants
Proportion the rentable square feet of the Building shall be 98,680.
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3. SERVICE. The Landlord shall furnish:
(a) Air-cooling when necessary to provide comfortable temperature
conditions under normal business operations and, in the absence of the use of
machines or equipment which affect the temperature otherwise maintained in the
Premises, daily from 8:00 A.M. to 6:00 P.M. (Saturdays 8:00 A.M. to 1:00 P.M.),
Sundays and holidays excepted. Whenever nonstandard heat generating machines or
equipment (excluding reasonable standard office equipment such as personal
computers, copy machines, fax machines, telephones) are used by Tenant in the
Premises which affect the temperature otherwise maintained by the air-cooling
system, Landlord reserves the right to install supplementary air-conditioning
units in the demised premises, and the expense of installation, operation and
maintenance shall be paid by Tenant. The expense resulting from the operation
and maintenance of the supplementary air-conditioning system shall be paid by
the Tenant to the Landlord as additional rent at rates fixed by Landlord.
Provided, however, such rates shall be the same as charged to other tenants in
the Building. The Landlord agrees to furnish heat to the demised premises, when
required by law on business days from 8:00 A.M. to 6:00 P.M. and on Saturdays
from 8:00 A.M. to 1:00 P.M. Landlord's obligations to furnish heat and air
cooling shall be subject to the voluntary and mandatory regulations or laws of
public authorities. In the event that Tenant desires heating or air cooling
services after hours, Tenant shall give Landlord at least two business days
written notice of such desired services. Tenant shall pay for such services, as
additional rent at rates fixed from time to time by Landlord. The rate in effect
and to be charged by the Landlord at the Commencement Date shall be $50.00 per
hour.
(b) Cold water in common with other tenants for drinking, lavatory
and toilet purposes drawn through fixtures installed by the Landlord, or by
Tenant in the demised premises with Landlord's written consent provided that
Tenant shall not needlessly waste such water, and heated water in common with
other tenants for lavatory purposes from regular Building supply. Tenant shall
pay Landlord as additional rent at rates fixed by Landlord for water furnished
for any other purpose.
(c) Customary janitor service and customary cleaning in and about the
demised premises, Saturdays, Sundays and holidays excepted. The Tenant shall not
provide any janitor service or
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cleaning without the Landlord's written consent and then only subject to
supervision of Landlord and at Tenant's sole responsibility and by janitors or
cleaning contractors or employees at all times satisfactory to Landlord. The
janitor service to be provided at the Commencement Date is described on attached
Exhibit E and shall thereafter be subject to such changes or modifications as
reasonably required by Landlord.
(d) Automatic passenger elevator service. Freight service subject to
scheduling by Landlord.
(e) Electricity for the demised premises shall not be furnished by
Landlord, but shall be furnished by the approved electric utility company
serving the area. Landlord shall permit the Tenant to receive such service
direct from such public utility company at Tenant's cost, and shall permit
Landlord's wire and conduits, to the extent available, suitable and safely
capable, to be used for such purposes. Tenant shall make all necessary
arrangements with the local utility company for metering and paying for electric
current furnished by it to Tenant and Tenant shall pay for all charges for
electric current consumed on the demised premises during Tenant's occupancy
thereof. The electricity used during the performance of janitor service, the
making of alterations or repairs in the demised premises, and for the operation
of the Building's air-conditioning system at times other than as provided in
Paragraph (a) hereof, or the operation of any special air-conditioning systems
which may be required for data processing equipment or for other special
equipment or machinery installed by Tenant, shall be paid for by Tenant. Tenant
shall make no alterations or additions to the electric equipment and/or
appliances without the prior written consent of the Landlord in each instance.
Tenant also agrees to purchase from the Landlord or its agents all lamps, bulbs,
ballast and starters used in the demised premises after the installation thereof
so long as Landlord replaces all bulbs within a reasonable period of time.
Tenant covenants and agrees that at all times its use of electric current shall
never exceed the capacity of the feeders to the Building or the risers or wiring
installation.
The Landlord does not warrant that any of the services above mentioned will
be free from interruptions caused by war, insurrection, civil commotion, riots,
acts of God or the enemy, governmental action, repairs, renewals, improvements,
alterations,
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strikes, lockouts, picketing, whether legal or illegal, accidents, inability of
the Landlord to obtain fuel or supplies or any other cause or causes beyond the
reasonable control of the Landlord. Any such interruption of service shall never
be deemed an eviction or disturbance of the Tenant's use and possession of the
premises or any part thereof, or render the Landlord liable to the Tenant for
damages, or relieve the Tenant from performance of the Tenant's obligations
under this Lease.
4. CONDITION OF PREMISES. The Tenant's taking possession shall be
conclusive evidence as against the Tenant that the demised premises were in good
order and satisfactory condition when the Tenant took possession except for a
list of items to be completed or repaired, signed by Landlord and Tenant. No
promise of the Landlord to alter, remodel, decorate, clean or improve the
demised premises or the Building and no representation respecting the condition
of the demised premises or the Building have been made by the Landlord to the
Tenant, unless the same is contained herein, or made a part hereof, or in a
written document signed by Landlord. This Lease does not grant any rights to air
over property.
5. EXPANSION SPACE POSSESSION. If the Landlord shall be unable to give
possession of the Expansion Space on the Expansion Space Commencement Date by
reason of the following: (i) the Landlord has not substantially completed the
Tenant Improvements (as hereinafter defined in the Work Letter attached to and
made a part of this Lease), (ii) the Landlord is unable to give possession of
the Expansion Space by reason of the holding over or retention of possession of
any tenant, tenants or occupants, or (iii) for any other reason, Landlord shall
not be subject to any liability for the failure to give possession on said date.
Under such circumstances the rent reserved and covenanted to be paid herein for
the Expansion Space shall not commence until the Expansion Space is available
for occupancy by Tenant, and no such failure to give possession of the Expansion
Space on the Expansion Space Commencement Date shall affect the validity of this
Lease or the obligation of the Tenant hereunder. At the option of Landlord to be
exercised within thirty (30) days of the delayed delivery of possession to
Tenant, the Lease shall be amended so that the term shall be extended by the
period of time possession is delayed. If the Expansion Space is ready for
occupancy prior to the date of the Expansion Date Commencement Date and Tenant
occupies the Expansion Space prior to said date, Tenant shall pay rental for the
period of
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occupancy prior to the Expansion Space Commencement Date at the rent stated in
Exhibit "D." The Expansion Space shall be deemed ready for Tenant's occupancy
and substantially complete on the Expansion Space Commencement Date if only
punchlist items of construction, decoration or mechanical adjustments remain to
be completed in the Expansion Space or any part thereof, or if the delay in the
availability of the Expansion Space for occupancy shall be due to special work,
changes, alterations or additions required or made by Tenant in the layout or
finish of the Expansion Space or any part thereof or shall be caused in whole or
in part by Tenant through the delay of Tenant in submitting plans, supplying
information, approving plans, specifications or estimates, giving authorizations
or otherwise or shall be caused in whole or in part by delay and/or default on
the part of Tenant and/or its subtenant or subtenants. In the event of any
dispute as to whether the Expansion Space is ready for Tenant's occupancy or as
to whether the delay in the availability of the Expansion Space for occupancy is
the result of the aforementioned acts or omissions of Tenant, the decision of
Landlord's architect shall be final and binding on the parties.
In the event the Landlord shall be unable to obtain possession of the
Expansion Space from the current tenant, Lumbermans Mutual Casualty Company
("Lumbermans") and commence the Tenant Improvements on or prior to August 1,
1997 (the "First Termination Date"), Tenant shall have the option ("First
Termination Option") to terminate the Lease by written notice of such
termination delivered to Landlord on or prior to the expiration of five (5) days
after the First Termination Date. In the event Landlord obtains possession of
the Expansion Space from Lumbermans but is unable to substantially complete the
Tenant Improvements or deliver possession of the Expansion Space on or prior to
November 1, 1997 (hereinafter referred to as the "Second Termination Date"),
Tenant shall have the option ("Second Termination Option") to terminate the
Lease by written notice of such termination delivered to Landlord on or prior to
the expiration of five (5) days after the Second Termination Date. Provided,
however, that Landlord's obligation to pay broker commissions are subject to and
conditioned upon the provisions of Paragraph 27(k) of this Lease. Landlord shall
not be deemed in default with respect to delivery of possession or substantial
completion of Tenant's Improvements, if the failure to timely perform is due in
whole or in part to any strike, labor trouble
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(whether legal or illegal), civil disorder, failure of power, restrictive
governmental laws and regulations, riots, insurrections, war, shortages,
accidents, casualties, Acts of God, acts, omissions or delays of or caused by
Tenant or any other cause beyond the reasonable control of the Landlord. In such
event the First Termination Date and the Second Termination Date as the case may
be shall be extended, by the number of days possession or substantial completion
has been delayed by such act or events.
6. USE OF PREMISES. The Tenant shall occupy and use the demised premises
during the term for the purpose above specified and none other and shall comply
with the following provisions concerning use:
(a) the Tenant will not make or permit to be made any use of the
demised premises which, directly or indirectly is forbidden by public law,
ordinance or governmental regulation or which may by dangerous to persons or
property, or which may invalidate or increase the premium cost of any policy of
insurance carried on the Building or covering its operations; the Tenant shall
not do, or permit to be done, any act or thing upon the demised premises which
will be in conflict with fire insurance policies covering the Building of which
the demised premises form a part. The Tenant, at its sole expense shall comply
with all rules, regulations or requirements of the local Inspection and Rating
Bureau, or any other similar body, and shall not do, or permit anything to be
done upon said premises, or bring or keep anything thereon in violation of
rules, regulations or requirements of the Fire Department, local Inspection and
Rating Bureau, Fire Insurance Rating Organization or other authority having
jurisdiction and then only in such quantity and manner of storage as not to
increase the rate of fire insurance applicable to the Building.
(b) Tenant agrees that it will not use, handle, generate, treat,
store or dispose of, or permit the use, handling, generation, treatment, storage
or disposal of any Hazardous Materials in, on, under, around or above the
demised premises now or at any future time and will indemnify, defend and save
Landlord harmless from any and all actions, proceedings, claims, costs, expenses
and losses of any kind, including, but not limited to, those arising from injury
to any person, including death, damage to or loss of use or value of real or
personal property, and costs of
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investigation and cleanup or other environmental remedial work, which may arise
in connection with the existence of hazardous materials on the demised premises
during the term hereof. The term "Hazardous Materials", when used herein, shall
include, but shall not be limited to, any substances, materials or wastes that
are regulated by any local governmental authority, the state where the demised
premises is located, 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 Resources
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 does hereby indemnify, defend and hold harmless the Landlord
and its agents and their respective officers, directors, beneficiaries,
shareholders, partners, agents and employees from all fines, suits, procedures,
claims and actions of every kind, and all costs associated therewith (including
reasonable attorneys' and consultants' fees) arising out of or in any way
connected with any deposit, spill, discharge or other release of Hazardous
Materials that occurs during the term of this Lease, at or from the Premises,
which arises at any time from Tenant's use or occupancy of the Premises, or from
Tenant's failure to provide all information, make all submissions, and take all
steps required by all applicable governmental authorities. Tenant's obligations
and liabilities under this Paragraph 6b shall survive the expiration of this
Lease.
(c) no sign shall be installed by Tenant outside the demised premises
and any sign installed in the demised premises shall be installed by Landlord at
Tenant's cost and in such manner, character and style as Landlord may approve in
writing:
(d) the Tenant shall not advertise the business, profession or
activities of the Tenant conducted in the Building in
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any manner which violates the letter or spirit of any code of ethics adopted by
any recognized association or organization pertaining to such business,
profession or activities, and shall not use the name of the Building for any
purpose other than that of the business address of the Tenant, and shall never
use any picture or likeness of the Building in any circular, notices,
advertisements or correspondence without the Landlord's express consent in
writing;
(e) the Tenant shall not obstruct, or use for storage, or for any
other purpose other than ingress and egress, the sidewalks, entrances, passages,
courts, corridors, vestibules, halls, elevators and stairways of the Building;
(f) no bicycle or other vehicle and no dog or other animal or bird
shall be brought or permitted to be in the Building or any part thereof;
(g) the Tenant shall not make or permit any noise or odor that is
objectionable to other occupants of the Building to emanate from the demised
premises, and shall not create or maintain a nuisance thereon, and shall not
disturb, solicit or canvass any occupant of the Building, and shall not do any
act tending to injure the reputation of the Building;
(h) the Tenant shall not install any musical instrument or equipment
in the Building or any antennas, aerial wires or other equipment inside or
outside the Building, without, in each and every instance, prior approval in
writing by the Landlord. The use thereof, if permitted, shall be subject to
control by the Landlord to the end that others shall not be disturbed or
annoyed;
(i) the Tenant shall not waste water by tying, wedging or otherwise
fastening open, any faucet;
(j) no additional locks or similar devices shall be attached to any
door or window. No keys for any door or window other than those provided by the
Landlord shall be made. If more than two keys for one lock are desired by the
Tenant, the Landlord may provide the same upon payment by the Tenant. Upon
termination of this Lease or of the Tenant's possession, the Tenant shall
surrender all keys of the demised premises and shall make known to
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the Landlord the explanation of all combination locks on safes, cabinets and
vaults;
(k) the Tenant shall be responsible for the locking of doors in and
to the demised premises. Any damage resulting from neglect of this clause shall
be paid for by the Tenant;
(l) if the Tenant desires telegraphic, telephonic, card key service,
burglar alarm or signal service, the Landlord will, upon request, direct where
and how connections and all wiring for such service shall be introduced and run.
Without such directions, no boring, cutting or installation of wires or cables
is permitted;
(m) shades, draperies or other forms of inside window covering must
be of such shape, color and material as approved by the Landlord;
(n) the Tenant shall not overload any floor. Safes, furniture and all
large articles shall be brought through the Building and into the demised
premises at such times and in such manner as the Landlord shall direct and at
the Tenant's sole risk and responsibility. The Tenant shall list all furniture,
equipment and similar articles to be removed from the Building, and the list
must be approved at the Office of the Building or by a designated person before
Building employees will permit any article to be removed.
(o) unless the Landlord gives advance written consent in each and
every instance, the Tenant shall not install or operate any steam or internal
combustion engine, boiler, machinery, refrigerating or heating device or air-
conditioning apparatus in or about the demised premises, or carry on any
mechanical business therein, or use the demised premises for housing
accommodations or lodging or sleeping purposes, or do any cooking therein or
install or permit the installation of any vending machines, or use any
illumination other than electric light, or use or permit to be brought into the
Building any inflammable oils or fluids such as gasoline, kerosene, naphtha and
benzene, or any explosive or other articles hazardous to persons or property.
Notwithstanding anything in this subsection (o) or the Lease to the contrary,
Tenant may operate and maintain a machine for dispensing beverages such as soft
drinks and soda pop, a microwave oven, a coffee maker,
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a refrigerator, and a dishwasher for the exclusive use and enjoyment by and of
its employees;
(p) the Tenant shall not place or allow anything to be against or
near the glass of partitions, doors or windows of the demised premises which may
diminish the light in, or be unsightly from the exterior of the Building, public
halls or corridors;
(q) the Tenant shall not install in the demised premises any
equipment which uses an abnormal amount of electricity without the advance
written consent of the Landlord. The Tenant shall ascertain from the Landlord
the maximum amount of electrical current which can safely be used in the demised
premises, taking into account the capability of the electric wiring in the
Building and the demised premises and the needs of other tenants in the Building
and shall not use more than such safe capacity. The Landlord's consent to the
installation of electric equipment shall not relieve the Tenant from the
obligation not to use more electricity than such safe capacity;
(r) the Tenant may not install carpet padding or carpet by means of a
mastic, glue or cement. Such installation shall be by tackless strip or double-
faced tape only;
(s) in addition to all other liabilities, rights and remedies for
breach of any covenant of this Section 6, the Tenant shall pay to the Landlord
all damages caused by such breach and shall also pay to the Landlord as
additional rent an amount equal to any increase in insurance premium or premiums
caused by such breach. Any violation of this Section 6 may be restrained by
injunction. The Tenant shall be liable to the Landlord for all damages resulting
from violation of any of the provisions of this Section 6. The Landlord shall
have the right to make and Tenant shall observe, such reasonable rules and
regulations as the Landlord or its agent may from time to time adopt on such
reasonable notice to be given as the Landlord may elect, Nothing in this Lease
shall be construed to impose upon the Landlord any duty or obligation to enforce
provisions of this Section 6 or any rules and regulations hereafter adopted, or
the terms, covenants or conditions of any other lease as against any other
tenant, and the Landlord shall not be liable to the Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees. Landlord shall provide written notice of any change
15
of rules. Landlord agrees that all rules and regulations heretofore or hereafter
issued by the Landlord will be applied and enforced as to Tenant and other
occupants of the Building, except where the circumstances reasonably require
distinction, in a non-discriminatory manner.
7. CARE AND MAINTENANCE. Subject to the provisions of Section 10, the
Tenant shall, at the Tenant's own expense, keep the demised premises in good
order, condition and repair and shall pay for the repair of any damages,
ordinary wear and tear excepted, caused by Tenant, its agents, employees or
invitees during the term. The Tenant shall pay the Landlord for overtime and for
any other expense incurred in the event repairs, alterations, decorating or
other work in the demised premises are not made during ordinary business hours
at the Tenant's request.
8. ALTERATIONS. The Tenant shall not do any painting or decorating, or
erect any partitions, make any non-structural alterations in or additions to the
demised premises or do any nailing, boring or screwing into the ceilings, walls
or floors, without the Landlord's prior written consent in each and every
instance, which consent shall not unreasonably be withheld, unless the cost of
such work is less than $10,000.00, in which case consent shall not be required.
Tenants shall not perform any structural repairs or alterations regardless of
the cost. Unless otherwise agreed by Landlord and Tenant in writing, all such
work shall be performed either by or under the direction of Landlord, but at the
cost of Tenant. The Landlord's decision to refuse such consent shall be
conclusive. If the Landlord's consent to such alterations or additions is
required, the Tenant shall furnish the Landlord for approval:
(a) plans and specifications;
(b) names and addresses of contractors;
(c) copies of contracts;
(d) necessary permits;
(e) indemnification in form and amount satisfactory to Landlord and
certificates of insurance from all contractors performing labor or furnishing
materials, insuring against any and
16
all claims, costs, damages, liabilities and expenses which may arise in
connection with the alterations or additions.
Landlord may withhold approval of any alterations or additions if the plans
or specifications therefor are not acceptable to the Landlord or Landlord's
architect or engineer (if any). In connection with any request for approval of
any alterations or additions by Tenant, Landlord may retain the services of an
outside architect and/or engineer and the reasonable fees of such architect
and/or engineer to Landlord shall be reimbursed to Landlord by Tenant.
Landlord's approval of any plans or specifications shall not be construed to be
an agreement or representation on Landlord's part as to the adequacy or
suitability of the Tenant's alterations or additions.
In the event Landlord permits the alterations or additions to be completed
by Tenant's contractor, Landlord reserves the right to require that Tenant shall
terminate its contract with any such contractor in the event said contractor
shall be engaged in a labor dispute which disrupts said contractor's work.
Landlord shall also have the right to order any contractor of Tenant who
violates any of Landlord's requirements or standards of work to cease work and
to remove himself, his equipment and his employees from the Building. Tenant
agrees that its contractors shall not conduct their work in such a manner so as
to interfere with or cause any interruption of either (i) Landlord's
construction, (ii) another tenant's occupancy or construction, or (iii) other
phases of Landlord's operation of the Building.
Whether the Tenant furnishes the Landlord the foregoing or not, the Tenant
hereby agrees to hold the Landlord its beneficiaries, Owner and Owner's partners
and their respective agents and employees harmless from any and all liabilities
of every kind and description which may arise out of or be connected in any way
with said alterations or additions. Any mechanic's lien filed against the
demised premises, or the Building of which the same form a part, for work
claimed to have been furnished to the Tenant shall be discharged of record by
the Tenant within ten (10) days thereafter, at the Tenant's expense. Upon
completing any alterations or additions whether Landlord's approval is required
or not, the Tenant shall furnish the Landlord with contractors' affidavits and
full and final waivers of lien and receipted bills covering all labor and
materials expended and used and a final set
17
of as-built drawings, plans and specifications. All alterations and additions
shall comply with all insurance requirements and with all ordinances,
regulations, laws and other requirements of any pertinent governmental
authority. All alterations and additions shall be constructed in a good and
workmanlike manner and good grades of materials shall be used.
All additions, decorations, fixtures, hardware, non-trade fixtures and all
improvements, temporary or permanent, in or upon the demised premises, whether
placed there by the Tenant or by the Landlord, shall, unless the Landlord
identifies the need for their removal at the time of installation, become the
Landlord's property and shall remain upon the demised premises at the
termination of this Lease by lapse of time or otherwise without compensation or
allowance of credit to the Tenant. If, upon the Landlord's request, the Tenant
does not remove said additions, decorations, fixtures, hardware, non-trade
fixtures and improvements earlier identified by Landlord, the Landlord may
remove the same and the Tenant shall pay the cost of such removal to the
Landlord upon demand. Any damage caused by the removal of additions,
decorations, fixtures, hardware, non-trade fixtures and improvements may be
repaired by the Landlord at Tenant's expense.
9. ACCESS TO PREMISES. The Tenant shall permit the Landlord to erect,
use and maintain pipes, ducts, wiring and conduits in and through the Premises.
The Landlord or Landlord's agents shall have the right upon twenty-four (24)
hours prior notice (except for janitorial services or in case of an emergency in
which case Landlord shall notify Tenant as promptly as possible) to enter upon
the premises, to inspect the same, to perform janitorial and cleaning services
and to make such repairs, alterations, improvements or additions to the premises
or the Building as the Landlord may deem necessary or desirable, and the
Landlord shall be allowed to take all material into and upon said demised
premises that may be required therefor without the same constituting an eviction
of the Tenant in whole or in part and the rent reserved shall in no wise xxxxx
(except as provided in Section 10) while said repairs, alterations,
improvements, or additions are being made, by reason of loss or interruption of
business of the Tenant, or otherwise. If the Tenant shall not be personally
present to open and permit an entry into said demised premises, at any time,
when for any reason an entry therein shall be necessary or permissible, the
Landlord or Landlord's agents may enter the same
18
by a master key, or use reasonable force commensurate with the circumstances to
enter the Premises, without rendering the Landlord or such agents liable
therefor (if during such entry Landlord or Landlord's agents shall accord
reasonable care to Tenant's property), and without in any manner affecting the
obligations and covenants of this Lease. Nothing herein contained, however,
shall be deemed or construed to impose upon the Landlord any obligations,
responsibility or liability whatsoever, for the care, supervision or repair of
the Building or any part thereof, in the exercise of the rights herein provided.
The Landlord shall also have the right at any time without the same constituting
an actual or constructive eviction and without incurring any liability to the
Tenant therefor, to change the arrangement and/or location of entrances or
passages, doors and doorways, and corridors, elevators, stairs, toilets or
public parts of the Building, and to close entrances, doors, corridors,
elevators or other facilities. The Landlord shall not be liable to the Tenant
for any expense, injury, loss or damage resulting from work done in or upon, or
the use of, any adjacent or nearby building, land, street or alley.
Tenant shall permit Landlord and its agents, upon request, to enter and/or
pass through the premises or any part thereof, at reasonable times during normal
business hours to show the premises to holders of encumbrances on the interest
of Landlord, or prospective purchasers, mortgagees, lessors or tenants of the
Building or any portion thereof. Landlord shall also have the right to enter
and/or pass through the premises, or any part thereof, at such times as such
entry shall be required by circumstances of emergency affecting the premises or
any other portion of the Building.
10. UNTENANTABILITY. If a substantial portion of the demised premises or
the Building is made untenantable by fire or other casualty, Landlord may elect:
(a) to terminate this Lease as of the date of the fire or casualty by
notice to the Tenant within ninety (90) days after that date, or
(b) proceed with all due diligence to repair, restore or rehabilitate
the Building or the demised Premises, other than leasehold improvements paid for
by Tenant, at Landlord's expense, in which event this Lease shall not terminate.
In the event
19
Landlord proceeds to repair or restore the Building and Premises but is unable
to complete the repairs or restoration to the Building and Premises within 180
days after such damage has occurred, then Tenant shall have the right to
terminate this Lease by written notice to Landlord which notice must be provided
to Landlord no later than 10 days after the expiration of the 180 day period.
Landlord shall not be deemed in default with respect to repair or restoration of
the Building or the Premises, if the failure to timely perform is due in whole
or in part to any strike, labor trouble (whether legal or illegal), civil
disorder, failure of power, restrictive governmental laws and regulations,
riots, insurrections, war, shortages, accidents, casualties, Acts of God, acts,
omissions or delays of or caused by Tenant or any other cause beyond the
reasonable control of the Landlord. In such event Tenants right to terminate the
Lease shall be extended, by the number of days repair or restoration has been
delayed by such act or events.
In the event the Lease is not terminated pursuant to these provisions, Base
Rent shall xxxxx on a per diem basis during the period of untenantability. In
the event of the termination of this Lease pursuant to this section, Base Rent
shall be apportioned on a per diem basis and paid to the date of the fire or
other casualty. In the event that the Building or the demised premises is
partially damaged by fire or other casualty but an insubstantial portion of the
Building or the demised premises is made untenantable, then Landlord shall,
except during the last year of the term hereof, proceed with all due diligence
to repair and restore the demised premises or the Building and the Base Rent
shall xxxxx in proportion to the non-usability of the demised premises during
the period of untenantability. If an insubstantial portion of the demised
premises is made untenantable as aforesaid during the last year of the term
hereof, Landlord shall have the right to terminate this Lease as of the date of
the fire or other casualty by giving written notice thereof to Tenant within
thirty (30) days after the date of fire or other casualty, in which event the
Base' Rent shall be apportioned on a per diem basis and paid to the date of such
fire or other casualty. Substantial as referred to in this Section 10 shall be
more than thirty (30%) percent. No damage, compensation or claim shall be
payable by Landlord for inconvenience, loss of business or annoyance arising
from any repair or restoration of any portion of the demised premises or other
portion of the Building except as herein set forth.
20
11. INSURANCE. Tenant shall carry:
(a) Comprehensive public liability insurance during the entire term
hereof covering both Tenant and Landlord as insureds to afford protection to the
limits of not less than $2,000,000 for combined single limit bodily injury and
property damage liability.
(b) Insurance against fire, sprinkler leakage, vandalism, and the
extended coverage perils for the full replacement value of all additions,
improvements and alterations to the premises, and of all office furniture, trade
fixtures, office equipment, merchandise and all other items of Tenant's property
on the premises.
All insurance required to be maintained by Tenant shall be on terms and
with companies satisfactory to Landlord. Tenant shall, prior to the commencement
of the term, and during the term, 30 days prior to the expiration of the
policies of insurance, furnish to Landlord certificates evidencing such
coverage, which certificates shall state that such insurance coverage may not be
changed or cancelled without at least thirty (30) days' prior written notice to
Landlord or Tenant.
12. SUBROGATION. The parties hereto agree to have any and all fire,
extended coverage or any and all material damage insurance which may be carried
endorsed with the following subrogation clause: "This insurance shall not be
invalidated should the insured waive prior to a loss any or all right of
recovery against any party for loss occurring to the property described herein";
and each party hereto hereby waives all claims for recovery from the other party
for any loss or damage to any of its property insured under valid and
collectible insurance policies to the extent of any recovery collectible under
such insurance.
13. EMINENT DOMAIN. If a substantial part of the Building, or a
substantial part of the demised premises, shall be lawfully taken or condemned
for any public or quasi-public use or purpose, or conveyed under threat of such
condemnation, the term of this Lease shall end upon, and not before, the date of
the taking of possession by the condemning authority, and without apportionment
of the award. Tenant hereby assigns to the Landlord Tenant's
21
interest in such award, if any. Current rent shall be apportioned as of the date
of such termination.
If any part of the Building shall be so taken or condemned, or if the grade
of any street or alley adjacent to the Building is changed by any competent
authority and such taking or change of grade makes it necessary or desirable to
demolish, substantially remodel, or restore the Building, the Landlord shall
have the right to cancel this Lease upon not less than thirty (30) days' notice
prior to the date of cancellation designated in the notice. No money or other
consideration shall be payable by the Landlord to the Tenant for the right of
cancellation, and the Tenant shall have no right to share in the condemnation
award or in any judgment for damages caused by the change of grade.
If any insubstantial portion of the premises shall be lawfully taken or
condemned or conveyed under threat of condemnation so that the premises can be
used by Tenant for the purposes set forth in Section 6, and this Lease is not
terminated by Landlord, Landlord shall repair the premises, and the Lease shall
be amended to reduce the Tenant's Proportion and Base Rent in the proportion of
the amount taken. No temporary taking of the premises and/or Tenant's rights
therein shall terminate this Lease. Any award made by reason of any such
temporary taking shall belong entirely to Landlord and Tenant shall not be
entitled to share therein.
14. ASSIGNMENT-SUBLETTING. Tenant shall not, without Landlord's prior
written consent which consent shall not be unreasonably withheld:
(a) Assign, hypothecate, mortgage, encumber, or convey this Lease or
any interest under it;
(b) Allow any transfer thereof or any lien upon Tenant's interest by
operation of law;
(c) Sublet the demised premises in whole or in part; or
(d) Permit the use or occupancy of the premises by any party other
than Tenant, it agents, employees, guests, invitees and licensees.
22
The following special provisions relate to cancellation of the Lease upon
assignment or subletting:
(1) If Tenant desires at any time to assign this Lease or to
sublet the premises or any portion thereof, it shall first notify Landlord in
writing of its desire to do so not less than forty-five (45) days prior to the
proposed effective date of such assignment or subletting, such notice to include
(a) the name of the proposed subtenant or assignee; (b) the nature of the
proposed subtenant or assignee's business to be carried on in the premises; (c)
the terms and provisions of the proposed sublease or assignment; (d) such
financial information as Landlord may reasonably request concerning the proposed
subtenant or assignee; and (e) an executed copy of the instrument of assignment
or sublease. At any time within ten (10) working days after Landlord's receipt
of the notice and the above required information in a form and content
satisfactory to Landlord, Landlord shall notify the Tenant that:
(i) it consents to the sublease or assignment; or
(ii) it refuses to consent to the sublease or assignment;
or
(iii) with respect to the proposed assignment or sublease of
the entire premises that it cancels the Lease effective as of the beginning of
the sublease term or assignment; or
(iv) with respect to the proposed sublease of part of the
premises that, effective as of the beginning of the sublease term, it amends the
Lease to reduce the premises by the portion of the premises proposed to be
sublet and further appropriately amends the Lease because of the reduction of
the premises.
(2) The use for which the premises may he sublet shall be only
for lawful office use in keeping with the general character of the Building.
(3) If Tenant shall sublet or assign the demised premises at a
rental in excess of the Base Rent and any additional
23
rent herein provided, any profit generated after reduction of Tenant's expenses
related to such sublet, amortized over the remaining term of the Lease, shall be
divided equally between Landlord and Tenant. Tenant expenses shall be limited to
reasonable legal fees, commissions, Tenants improvements paid for by Tenant and
moving allowance paid by Tenant to the Sublessee.
Any assignment or subletting shall not release Tenant of liability under
this Lease or permit any subsequent prohibited act, unless specifically provided
in such consent. Tenant agrees to pay to Landlord, on demand, all reasonable
costs incurred by Landlord in connection with any request by Tenant of Landlord
in connection with any consent to any assignment or subletting by Tenant not to
exceed $1,000.00. No assignment shall be binding on Landlord unless such
assignee or Tenant shall deliver to Landlord a counterpart of such assignment
and an instrument which contains a covenant of assumption by the assignee
satisfactory in substance and form to Landlord.
(4) Tenant shall have the right to assign or transfer any interest in
this Lease without Landlord's consent to a "Related Transferee," which term
shall mean any of the following: Tenant's parent or any subsidiary or affiliate
of Tenant, or a successor to Tenant by way of merger, consolidation, corporate
reorganization, or the purchase of all or substantially all of Tenant's assets.
Any transfer, sale, pledge or other disposition and/or power to vote the
outstanding shares of corporate stock of Tenant shall not be deemed an
assignment.
15. WAIVER OF CLAIMS AND INDEMNITY. To the extent permitted by law, the
Tenant releases the Landlord, its beneficiaries, partners and their respective
agents and servants from, and waives all claims for, damage to person or
property sustained by the Tenant or any occupant of the Building or premises
resulting from the Building or premises or any part of either or any equipment
or appurtenance becoming out of repair, or resulting from any accident in or
about the Building, or resulting directly or indirectly from any act or neglect
of any tenant or occupant of the Building or any other person, including
Landlord's agents and servants. This Section 15 shall apply especially, but not
exclusively, to the flooding of basements or other subsurface areas, and to
damage caused by refrigerators, sprinkling devices, air-conditioning apparatus,
water, snow, frost, steam, excessive heat or cold,
24
falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or
leaking of pipes or plumbing fixtures, and shall apply equally whether any such
damage results from the act or neglect of the Landlord or of other tenants,
occupants or servants in the Building or of any other person, and whether such
damage be caused or result from any thing or circumstances above mentioned or
referred to, or any other thing or circumstances whether of a like nature or of
a wholly different nature. If any such damage, whether to the demised premises
or to the Building or any part thereof, or whether to the Landlord or to other
tenants in the Building, results from any act or neglect of the Tenant, its
employees, agents, invitees, and customers, the Tenant shall be liable therefor
and the Landlord may, at the Landlord's option, repair such damage and the
Tenant shall, upon demand by Landlord, reimburse the Landlord forthwith for the
total cost of such repairs. The Tenant shall not be liable for any damage caused
by its act or neglect if the Landlord or a tenant has recovered the full amount
of the damage from insurance and the insurance company has waived its right of
subrogation against the Tenant. All property belonging to the Tenant or any
occupant of the premises that is in the Building or the premises shall be there
at the risk of the Tenant or other person only, and the Landlord shall not be
liable for damages thereto or theft or misappropriation thereof.
Tenant agrees to indemnify and save the Landlord, its beneficiaries,
partners and their respective agents and employees harmless against any and all
claims, demands, costs and expenses, including reasonable attorneys' fees for
the defense thereof, arising from Tenant's occupation of the demised premises.
In case of any action or proceeding brought against Landlord, its beneficiaries,
Owner and Owner's partners or their respective agents or employees by reason of
any such claim, upon notice from Landlord, Tenant covenants to defend such
action or proceeding by counsel reasonably satisfactory to Landlord.
16. MORTGAGE-GROUND LEASE. Landlord may execute and deliver a mortgage or
trust deed in the nature of a mortgage, both sometimes hereinafter referred to
as "mortgage" against the Building, the Real Property or any interest thereon,
and may sell and lease back the underlying land on which the Building is
situated. If the mortgagee or trustee named in any mortgage or trust deed
hereafter made shall agree that, if it becomes the owner of the Building by
foreclosure or deed in lieu of foreclosure, it
25
will recognize the rights and interest of Tenant under the Lease and not disturb
Tenant's use and occupancy of the Premises if and so long as Tenant is not in
default under the Lease, then this Lease and the rights of Tenant hereunder
shall thereafter be expressly subject and subordinate at all times to any such
Mortgage and/or ground lease, and all amendments, modifications and renewals
thereof and extensions, consolidations or replacements thereof, and to all
advances made or hereafter to be made upon the security thereof. Tenant agrees
to execute and deliver such further instruments in confirmation of the
subordination of this Lease to said Mortgage or ground lease as may be requested
in writing by Landlord from time to time. Tenant hereby appoints Landlord as
attorney-in-fact for Tenant with full power and authority to execute and deliver
in the name of the Tenant any such instrument in the event Tenant fails to do
so.
Should any Mortgage affecting the Building or the Real Property be
foreclosed or if any ground or underlying lease be terminated:
(a) The liability of the mortgagee, trustee 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, purchase
or owner is the owner of the Building or Real Property and such liability shall
not continue or survive after further transfer of ownership.
(b) Upon request of the mortgagee or trustee, Tenant will attorn, as
Tenant under this Lease, to the purchaser at any foreclosure sale thereunder, or
if any ground or underlying lease be terminated for any reason, Tenant will
attorn as tenant under this Lease to the ground Lessor under the ground lease
and will execute such instruments as may be necessary or appropriate to evidence
such attornment.
(c) Notwithstanding anything to the contrary contained herein,
Mortgagee by notice in writing to Tenant may subordinate its Mortgage to this
Lease.
17. CERTAIN RIGHTS RESERVED TO THE LANDLORD. The Landlord reserves and
may exercise the following rights without affecting Tenant's obligations
hereunder:
26
(a) to change the name or street address of the Building;
(b) to install and maintain a sign or signs on the interior or
exterior of the Building;
(c) to have access for the Landlord and the other tenants of the
Building to any mail chutes located on the demised premises according to the
rules of the United States Post Office;
(d) to designate all sources furnishing sign painting and lettering,
ice, drinking water, towels, coffee cart service and toilet supplies, lamps and
bulbs used on the demised premises;
(e) to decorate, remodel, repair, alter or otherwise prepare the
demised premises for reoccupancy if Tenant vacates the demised premises prior to
the expiration of the term, and is in default of any provision of this Lease;
(f) to retain at all times pass keys to the demised premises;
(g) to grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building;
(h) to exhibit the demised premises to others and to display "For
Rent" signs on the demised premises;
(i) to close the Building after regular working hours and on legal
holidays subject, however, to Tenant's right to admittance, under such
reasonable regulations as Landlord may prescribe from time to time, which may
include by way of example but not of limitation, that persons entering or
leaving the Building identify themselves to a watchman by registration or
otherwise and that said persons establish their right to enter or leave the
Building;
(j) to approve the weight, size and location of safes or other heavy
equipment or articles, which articles may be moved in, about, or out of the
Building or premises only at such times and in
27
such manner as Landlord shall direct and in all events, however, at Tenant's
sole risk and responsibility;
(k) to designate and/or approve, prior to installation, all types of
window shades, blinds, drapes, awnings, window ventilators and other similar
equipment, and to control all internal lighting that may be visible from the
exterior of the building.
(l) to take any and all measures, including inspections, repairs,
alterations, decorations, additions and improvements to the premises or to the
Building, as may be necessary or desirable for the safety, protection or
preservation of the premises or the Building or the Landlord's interests, or as
may be necessary or desirable in the operation of the Building.
The Landlord may enter upon the demised premises and may exercise any or
all of the foregoing rights reserved without being deemed guilty of an eviction
or disturbance of the Tenant's use or possession and without being liable in any
manner to the Tenant and without abatement of rent or affecting any of the
Tenant's obligations hereunder.
18. HOLDING OVER. If the Tenant retains possession of the demised
premises or any part thereof after the termination of the term or any extension
thereof, by lapse of time or otherwise, the Tenant shall pay the Landlord the
monthly rent, (including Rent Adjustment which Landlord may reasonably
estimate) at double the rate payable for the month immediately preceding said
holding over, computed on a per-month basis, for each month or part thereof that
the Tenant thus remains in possession, and in addition thereto, Tenant shall pay
the Landlord all damages, consequential as well as direct, sustained by reason
of the Tenant's retention of possession, provided, however, that Tenant shall
not be responsible for consequential damages incurred during the first thirty
(30) days of any such holdover. Such tenancy shall be subject to every other
term, covenant and agreement contained herein. The provisions of this paragraph
do not exclude the Landlord's rights of re-entry or any other right here-under.
19. LANDLORD'S REMEDIES. All rights and remedies of the Landlord herein
enumerated shall be cumulative, and none shall exclude any other right or remedy
allowed by law.
28
intentionally omitted
(a) If the Tenant defaults in the payment of rent, and the Tenant
does not cure the default within ten (10) days after demand for payment of such
rent or if the Tenant defaults in the prompt and full performance of any other
provisions of this Lease, and the Tenant does not cure the default within thirty
(30) days after written demand by the landlord that the default be cured (unless
the default involves a hazardous condition, which shall be cured forthwith) or
if the leasehold interest of the Tenant be levied upon under execution or be
attached by process of law or if the Tenant makes an assignment for the benefit
of creditors or admits its inability to pay its debts or if a receiver he
appointed for any property of the Tenant, or if Tenant abandons the premises and
is in default of any provision of this Lease, then and in any such event the
Landlord may, if the Landlord so elects but not otherwise, and with or without
notice of such election, and with or without any demand whatsoever, either
forthwith terminate this Lease and the Tenant's right to possession of the
premises or, without terminating this Lease, forthwith terminate the Tenant's
right to possession of the premises.
(b) Upon any termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of the Tenant's right to possession without
termination of the Lease, the Tenant shall surrender possession and vacate the
premises immediately, and deliver possession thereof to the Landlord, and hereby
grants to the Landlord full and free license to enter into and upon the premises
in such event with or without process of law and to repossess the Landlord of
the premises as of the Landlord's former estate and to expel or remove the
Tenant and any' others who may be occupying or be within the premises and to
remove any and all property therefrom, using such force as may be necessary,
without being deemed in any manner guilty of trespass, eviction or forcible
entry or detainer, and without relinquishing the Landlord's rights to rent or
any other right given to the Landlord hereunder or by operation of law.
(c) Upon termination of the Lease, Landlord shall be entitled to
recover as damages a sum of money equal to the present value, on the date of
termination, of the Rent provided herein to be paid by Tenant to Landlord for
the remainder of the Lease term
29
plus all rent accrued and unpaid up to and including the termination date.
(d) In the event Landlord elects to terminate Tenant's right to
possession without terminating the Lease the Landlord shall take reasonable
measures to relet all or any part of the Premises for such rent and upon such
terms as shall be satisfactory to Landlord (including the right to relet the
Premises for a term greater or lesser than that remaining under the Lease Term,
and the right to relet the Premises as part of a larger area, and the right to
change the character or use made of the Premises). For the purpose of such
reletting, Landlord may decorate or make any repairs, changes, alterations or
additions in or to the Premises that may be necessary or convenient. If Landlord
is unable to relet the Premises, Tenant shall pay to Landlord on demand the
present value, at the time of default, of the Rent herein to be paid by Tenant
for the remainder of the Lease Term, plus all rent accrued and unpaid at the
time of default. If the Premises are relet and a sufficient sum shall not be
realized from such reletting after paying all of the expenses of such
decoration, repairs, changes, alterations, additions, the expenses of such
reletting and the collection of the rent accruing therefrom (including but not
by of limitation, reasonable attorney's fees and brokers' commissions), to
satisfy the Rent herein provided to be paid for the remainder of the Lease Term,
Tenant shall pay to Landlord on demand any deficiency. Landlord shall not be
deemed to have failed to use reasonable measures to relet the Premises by reason
of the fact that Landlord has leased or sought to lease other vacant premises in
the building in preference to reletting the Premises, or by reason of the fact
that Landlord has sought to relet the Premises at a rental rate higher than that
payable by Tenant under the Lease (but not in excess of the then current market
rental rate).
(e) Any and all property which may be removed from the premises by
the Landlord pursuant to the authority of the Lease or of law, to which the
Tenant is or may be entitled, may be handled, removed or stored by the Landlord
at the risk, cost and expense of the Tenant, and the Landlord shall in no event
be responsible for the value, preservation or safekeeping thereof. The Tenant
shall pay to the Landlord, upon demand, any and all expenses incurred in such
removal and all storage charges against such property so long as the same shall
be in the Landlord's possession or under the
30
Landlord's control. Any such property of the Tenant not retaken from storage by
the Tenant within thirty (30) days after the end of the term, however
terminated, shall be conclusively presumed to have been conveyed by the Tenant
to the Landlord under this Lease as a xxxx of sale without further payment or
credit by the Landlord to the Tenant.
(f) Tenant hereby grants to Landlord a first lien upon the interest
of Tenant under this Lease to secure the payment of moneys due under this Lease,
which lien may be enforced in equity; and Landlord shall be entitled as a matter
of right to have a receiver appointed to take possession of the demised premises
and relet the same under order of court.
(g) The Tenant shall pay upon demand all the Landlord's costs,
charges and expenses, including the fees of counsel, agents and others retained
by the Landlord, incurred in performing or in enforcing the Tenant's obligations
hereunder or incurred by the Landlord in any litigation, negotiation or
transaction in which the Tenant causes the Landlord, without the Landlord's
fault, to become involved or concerned.
(h) The obligation of Tenant to pay the Rent reserved during the
balance of the Term, or during any extension, or any holdover tenancy created by
acts of the parties shall not be deemed to be waived, released or terminated, by
the service of any five-day notice, other notice to collect, demand for
possession, or notice that the tenancy hereby created will be terminated on the
date therein named, the institution of any action of forcible detainer or
ejectment or any judgment for possession that may be rendered in such action, or
any other act or acts resulting in the termination of the Lease of Tenant's
right to possession of the Premises.
(i) Tenant agrees that Landlord may file suit to recover any sums due
to Landlord under this Lease from time to time and that such suit or recovery of
any amount due Landlord hereunder shall not be any defense to any subsequent
action brought for any amount not theretofore reduced to judgment in favor of
Landlord.
(j) A discount rate equal to the lesser 10% per annum or the
equivalent yield of U.S. Treasury Bonds having the same maturity as the
remainder of the lease term as published in the
00
Xxxx Xxxxxx Journal shall be used for the purpose of calculating present value
in paragraphs 19 (c) and (d).
20. DEFAULT UNDER OTHER LEASE. If the term of any lease, other than this
Lease, made by the Tenant for any other demised premises in the Building shall
be terminated or terminable after the making of this Lease because of any
default by the Tenant under such other lease, such fact shall empower the
Landlord, at the Landlord's sole option, to terminate this Lease by notice to
the Tenant.
21. SURRENDER OF POSSESSION. Upon the expiration or other termination of
the term of this Lease, Tenant shall quit and surrender to Landlord the
premises, broom clean, in good order and condition, ordinary wear excepted, and
Tenant shall remove all of its property except as otherwise provided in Section
8.
If the Tenant does not remove its property of every kind and description
from the demised premises prior to the end of the term, however ended, and
Landlord shall not have requested the removal of same by Tenant pursuant to
Section 8 hereof, the Tenant shall be conclusively presumed to have conveyed the
same to the Landlord under this Lease as a xxxx of sale without further payment
or credit by the Landlord to the Tenant and the Landlord may remove the same and
the Tenant shall pay the cost of such removal to the Landlord upon demand.
Tenant's obligations to observe or perform this covenant shall survive the
expiration or other termination of the term of this Lease.
22. NOTICES. Notices and demands required to be given shall be in writing
by personal delivery or certified mail return receipt requested.
(a) Notices shall be served by upon Tenant at the premises.
(b) Notice shall be effectively served by Tenant upon Landlord when
addressed to Landlord at the Building, to Landlord in care of PROPERTY FACILITY
MANAGEMENT GROUP L.L.C., 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx
00000, or if notified of another address by Landlord, at such latter address.
32
(c) Notice by delivery is effective upon delivery. Notice by
certified mail is effective two (2) business days after mailing.
23. INTENTIONALLY OMITTED
24. SECURITY DEPOSIT. Tenant agrees to deposit with Landlord, upon the
execution of this Lease, the sum of $22,295.59 as security for the full and
faithful performance by Tenant of each and every term, provision, covenant and
condition of this Lease. If Tenant defaults in respect to any of the terms,
provisions, covenants and conditions of this Lease including, but not limited
to, payment of the Base Rent and Rent Adjustments, Landlord may use, apply or
retain the whole or any part of the security so deposited for the payment of any
such rent in default, or for any other sum which the Landlord may expend or be
required to expend by reason of Tenant's default including, without limitation,
any damages or deficiencies in the reletting of the demised premises, whether
such damages or deficiency shall have accrued before or after any re-entry by
Landlord. If any of the security shall be so used, applied or retained by
Landlord at any time or from time to time, Tenant shall promptly, in each such
instance, on written demand therefor by Landlord, pay to Landlord such
additional sum as may be necessary to restore the security to the original
amount set forth in the first sentence of this paragraph. If Tenant shall fully
and faithfully comply with all the terms, provisions, covenants and conditions
of this Lease, the security, or any balance thereof, shall be returned to Tenant
after the following:
(a) the time fixed as the expiration of the term of this Lease;
(b) the removal of Tenant and its property from the demised premises;
(c) the surrender of the demised premises by Tenant to Landlord in
accordance with this Lease; and
(d) the time required for the Rent Adjustment due pursuant to the
Lease to have been computed by Landlord and paid by Tenant.
33
Except as otherwise required by law, Tenant shall not be entitled to any
interest on the aforesaid security. In the absence of evidence satisfactory to
Landlord of an assignment of the right to receive the security or the remaining
balance thereof, Landlord may return the security to the original Tenant,
regardless of one or more assignments of this Lease. Upon the transfer of
Landlord's interest under this Lease, Landlord's obligation to Tenant with
respect to the security deposit shall terminate upon assumption of such
obligation by the transferee.
25. 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 to or be placed upon Landlord's
title or interest in the Real Property 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,
Tenant covenants and agrees immediately to cause it to be released and removed
of record.
26. RENEWAL OPTION.
(a) Tenant shall have one option to renew (the "Renewal Option") the
Lease for one (1) additional five (5) year term to commence June 1, 2002 and
terminate May 31, 2007 (the "Renewal Term") upon notifying Landlord in writing
of the election to renew the Lease, not less than one hundred eighty (180) days
prior to the Expiration Date (the "Option Notice").
(b) Annual Base Rent for the Renewal Term shall be the greater of 95%
of the current market rental rate ("Market Rent") prevailing at the time of the
Option Notice or $309,401.34. Landlord shall advise Tenant in writing regarding
Landlord's proposed Market Rent within ten (10) business days of Landlord's
receipt of the Option Notice.
(c) For purposes of the Lease "Market Rent" shall mean the annual
rate of rent per square foot of rentable area, including concessions, if any,
and building standard tenant improvement
34
allowance for leases with comparable term commencing on or about the same time
such rate is to be determined for comparable space in similar buildings within
the same geographic area for the same term in arm's length transactions between
a landlord and a willing and informed tenant.
(d) If Tenant disagrees with Landlord's determination of "Market
Rent", the parties shall meet and attempt to resolve their disagreement within
fifteen (15) business days after Landlord's notice to Tenant designating the
"Market Rent". If Landlord and Tenant fail to reach agreement, then the
following procedure shall be followed: within five (5) business days after the
expiration of the fifteen (15) day period described above, Landlord shall
promptly select an MAI appraiser or other real estate professional and Tenant
shall promptly select an MAI appraiser or other real estate professional (said
two appraisers or professionals are herein the "Initial Appraisers"). Each
appraiser shall be independent, familiar with office buildings and rents in the
north suburban Chicago area and with a minimum of ten (10) years experience in
evaluating office rents. If either Landlord or Tenant fails to designate its
Initial Appraiser within the five (5) business days described above, then the
Initial Appraiser that has been duly designated by the other party shall
determine the "Market Rent". The cost of each Initial Appraiser shall be paid
by the party selecting such appraiser. Each appraiser shall submit to Landlord
and Tenant, within fifteen (15) business days after both appointments, its
written appraisal of the "Market Rent" with respect to the space to be leased
based on a five (5) year term beginning as of the date of the Option Notice. If
the appraisals of the "Market Rent" determined by the Initial Appraisers are
less than ten percent (10%) apart (i.e., the higher appraisal is less than one
----
hundred ten percent (110%) of the lower appraisal), the "Market Rent" shall be
determined by taking the average of the two (2) appraisals. In the event the
appraisals of the "Market Rent" determined by the Initial Appraisers are ten
percent (10%) or more apart (i.e., the higher appraisal is one hundred ten
----
percent (110%) or more of the lower appraisal), the Initial Appraisers shall,
within five (5) business days thereafter, select a third appraiser with the same
qualifications or who meets the same criteria as required of the Initial
Appraisers ("Third Appraiser"). The Third Appraiser shall submit to Landlord
and Tenant, within fifteen (15) business days after its appointment, its written
appraisal of the "Market Rent" with respect to the space to be leased as of the
35
Option Notice. The cost of the Third Appraiser shall be borne equally by
Landlord and Tenant. If the appraisal of the Third Appraiser is ten percent
(10%) or less at variance from the point that is equidistant between the
appraisals of the Initial Appraisers, the average of the three (3) appraisals
shall determine the "Market Rent". If the appraisal of the Third Appraiser is
more than ten percent (10%) at variance from the point that is equidistant
between the appraisals of the Initial Appraisers, the "Market Rent" shall be
determined by taking the average of the two (2) closest appraisals.
(e) In the event Tenant exercises the Renewal Option, Landlord and
Tenant shall, within ten (10) days of the determination of the "Market Rent",
execute an amendment to the Lease to include the new Monthly Base Rent and
Annual Base Rent.
(f) The Renewal Option shall automatically terminate upon the
earliest to occur of: (i) the expiration or termination of the Lease; (ii) the
termination of Tenant's right to possession of the Premises; (iii) the failure
of Tenant to timely or properly exercise the Renewal Option; (iv) Tenant's
default in the performance of its obligations under the Lease which have not
been cured within the applicable grace period, if any; or (v) Tenant's
assignment or sublease of its interest under the Lease.
27. MISCELLANEOUS.
(a) No receipt of money by the Landlord from the Tenant after the
termination of this Lease or after the service of any notice or after the
commencement of any suit, or after final judgment for possession of the demised
premises shall reinstate, continue to extend the term of this Lease or affect
any such notice, demand or suit.
(b) No waiver of any default of the Tenant hereunder shall be implied
from any omission by the Landlord to take any action on account of such default
if such default persists or be repeated, and no express waiver shall affect any
default other than the default specified in the express waver and then only for
the time and to the extent therein stated.
(c) The words "Landlord" and "Tenant" wherever used in the Lease
shall be construed to mean plural where necessary, and
36
the necessary grammatical changes required to make the provisions hereof apply
either to corporations or individuals, men or women, shall in all cases be
assumed as though in each case fully expressed.
(d) Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of the Landlord and the Tenant and their
respective heirs, legal representatives, successors and assigns in the event
this Lease has been assigned by Landlord or by Tenant with the express written
consent of the Landlord.
(e) Submission of this instrument for examination does not constitute
a reservation of or option for the premises. The instrument does not become
effective as a lease or otherwise until executed and delivered by both Landlord
and Tenant.
(f) All amounts (unless otherwise provided herein, and other than the
Base Rent and Rent Adjustment which shall be due as hereinbefore provided) owed
by the Tenant to the Landlord hereunder shall be deemed additional rent and be
paid within ten (10) days from the date the Landlord renders statements of
account therefor. All such amounts (including Base Rent and Rent Adjustment)
shall bear interest from the date due until the date paid at the rate of 2%
above the announced Corporate Base rate of interest in effect at The First
National Bank of Chicago on the date of payment or at the maximum legal rate of
interest, allowed by law, if such maximum legal rate is applicable and lower.
Whenever rent is referred to in this Lease, it shall include Base Rent, Rent
Adjustment and Additional Rent.
(g) All riders attached to this Lease and initialed by the Landlord
and the Tenant are hereby made a part of this Lease as though inserted in this
Lease.
(h) The headings of sections are for convenience only and do not
limit or construe the contents of the sections.
(i) If the Tenant shall occupy the premises prior to the beginning of
the term of this Lease with the Landlord's consent, all the provisions of this
Lease shall be in full force and effect as soon as the Tenant occupies the
premises.
37
(j) INTENTIONALLY OMITTED
(k) Landlord and Tenant represent that they have dealt directly with
and only with LaSalle Partners and U.S. Equities as broker in connection with
this Lease, and that insofar as the Landlord and Tenant know no other broker
negotiated this Lease or is entitled to any commission in connection therewith.
Landlord and Tenant each indemnifies and holds the other and its beneficiaries,
partners and their respective agents and employees harmless from all claims of
any other broker or brokers in connection with this Lease. Landlord shall not
be obligated to pay any brokers' commissions or other fees to any persons or
brokers for (i) the Expansion Space if Tenant exercises the First Termination
Option or the Second Termination Option or (ii) the Initial Space for the
remaining term of the Lease for the Initial Space if and after the Tenant
exercises the First or Second Termination Option.
(l) The Tenant agrees that from time to time upon not less than ten
(10) business days' prior request by the Landlord, the Tenant will deliver to
the Landlord a statement in writing certifying (a) that this Lease is unmodified
and in full force and effect (or if there have been modifications that the same
is in full force and effect as modified and identifying the modifications), (b)
the dates to which the rent and other charges have been paid, and (c) that so
far as the person making the certificate knows, the Landlord is not in default
under any provision of this Lease.
The Landlord's title is and always shall be paramount to the
title of the Tenant, and nothing herein contained shall empower the Tenant to do
any act which can, shall or may encumber such title.
(n) The laws of the State of Illinois shall govern the validity,
performance and enforcement of this Lease.
(o) If any term, covenant or condition of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby and
each term,
38
covenant or condition of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
(p) Landlord has no obligation pursuant to this Lease except as
expressly provided for herein. Landlord's or Owner's liability hereunder shall
cease upon the transfer of Landlord's or Owner's interest in this Lease.
(q) This Lease and Tenant Work Agreement, if any, set forth all the
covenants, promises, agreements, conditions and understandings between Landlord
and Tenant, concerning the demised premises and there are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between them other than are herein set forth. Except as herein otherwise
provided, no subsequent alteration, amendment, change or addition to this Lease
shall be binding upon Landlord or Tenant unless reduced to writing and signed by
them.
(r) The undersigned signators warrant that they have full power and
authority to execute this Lease on behalf of the respective parties hereto.
28. RESERVATION OF RIGHTS. Notwithstanding any provision of Section 6(b)
or Section 15 or the Lease to the contrary, no agreement of Tenant in Section
6(b) or 15 shall be deemed to exempt Landlord from liability for damage or
injury to persons or damage to property caused by or resulting from the
negligence or willful conduct of Landlord, its agents, servants, or employees in
the operation or maintenance of the Premises or the Building.
29. EXCULPATORY CLAUSE. This Lease is executed by LaSalle National Trust,
N.A. as Successor Trustee to LaSalle National Bank, not personally, but solely
as Trustee under a Trust Agreement dated October 8, 1982 and known as Trust No.
105454, in the exercise of the power and authority conferred upon and vested in
it as such Trustee, and under the express direction of the beneficiaries of a
certain Trust Agreement dated October 8, 1982 and known as Trust No. 105454. It
is expressly understood and agreed that nothing in the Lease contained shall be
construed as creating any liability whatsoever against said Trustee personally
or said beneficiaries or their agents, and in particular, without limiting the
generality of the foregoing, there shall be no personal liability to pay any
indebtedness accruing hereunder or to perform any covenants, either
39
express or implied, herein contained, to keep, preserve or sequester the
beneficiaries and has no authority to bind the beneficiaries to perform any
covenant or agreement herein, and that all personal liability of said Trustee
(and said beneficiaries and their agents, to the extent permitted by law) of
every sort, if any, is hereby expressly waived by Tenant, and every person now
or hereafter claiming any right or security hereunder; and that so far as the
parties hereto are concerned the owner of any indebtedness of liability accruing
hereunder shall look solely to the trust estate from time to time subject to the
provisions of said Trust Agreement for payment thereof. It is further understood
and agreed that the said trustee has no agents or employees and merely holds
naked legal title to the property herein described and has no knowledge
respecting rentals, leases or other factual matter with respect to said
Premises, except as represented to it by the beneficiaries of said Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the date first
above written.
LANDLORD: LaSALLE NATIONAL TRUST,N.A., as Successor Trustee
to LaSalle National Bank, not personally but
solely as Trustee under Trust Agreement dated
October 8, 1982 and known as Trust No. 105454.
By:________________________________
Title:_____________________________
TENANT: OPTION CARE, INC., a Delaware corporation
ATTEST:
By:________________________________
_________________________ Title:_____________________________
40
EXHIBIT C
---------
RENT SCHEDULE FOR INITIAL SPACE
PRIOR TO THE EXPANSION SPACE COMMENCEMENT DATE
----------------------------------------------
ANNUAL MONTHLY
---------- ----------
11/1/96 - 10/31/97 $187,756.20 $15,646.35
11/1/97 - 10/31/98 193,389.00 16,115.75
11/1/98 - 10/31/99 199,190.64 16,599.22
11/1/99 - 10/31/00 205,166.28 17,097.19
11/1/00 - 10/31/01 211,321.32 17,610.11
11/1/01 - 05/31/02 217,660.92 18,138.41
41
EXHIBIT D
---------
RENT SCHEDULE FOR THE PREMISES ON AND AFTER EXPANSION SPACE COMMENCEMENT DATE:
ANNUAL MONTHLY
---------- ----------
06/1/97 - 10/31/97 $259,118.76 $21,593.23
11/1/97 - 10/31/98 266,892.36 22,241.03
11/1/98 - 10/31/99 274,899.12 22,908.26
11/1/99 - 10/31/00 283,146.00 23,595.50
11/1/00 - 10/31/01 291,640.44 24,303.37
11/1/01 - 05/31/02 300,389.64 25,032.47
42
