Exhibit 10-L
LEASE AGREEMENT
THIS LEASE, made as of this 30th day of April, 1999 by and between College
Park Plaza, LLC, a Delaware limited liability company ("Landlord"), and Bindley
Western Industries, Inc., an Indiana corporation ("Tenant").
W I T N E S S E T H:
ARTICLE 1
Lease of Premises
Section 1.01. Lease of Premises. Landlord hereby leases to Tenant and
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Tenant hereby leases from Landlord certain office space commonly known as Suites
400 and 500 in the College Park Plaza building, located in Xxxxxx County,
Indiana, and which is situated on the tract of land described in Exhibit A
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attached hereto (the "Building"), subject to the terms and conditions herein set
forth, for the specific term hereinafter specified. The leased space in the
Building is described in Item A, Section 1.02 hereinafter, and is outlined on
Exhibit B attached ("Leased Premises"). Leased Premises shall include the area
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for the emergency generator located to the south of the Building, as well as the
area for the satellite dish(es) and Liebert units located on the roof of the
Building. The elevators, however, are not part of the Leased Premises and shall
therefore remain in the exclusive control of the Landlord.
Section 1.02. Basic Lease Provisions.
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(A) BUILDING ADDRESS: 0000 Xxxxxx Xxxx
XXXX, XXXXX: Indianapolis, Indiana ZIP CODE: 46268 FLOORS: 4 and 5
SUITES: 400 and 500
(B) RENTABLE AREA: 75,948 Square Feet
(C) BUILDING PERCENTAGE: 42.32%
(D) MONTHLY RENTAL INSTALLMENTS:
Commencing on the date hereof through April 30, 2004 --- $99,998.20 per
month
Commencing May 1, 2004 through April 30, 2009 --- $114,997.93 per month
Commencing May 1, 2009 through April 30, 2014 --- $132,276.10 per month
(E) LANDLORD'S SHARE OF OPERATING COSTS: $ 3.75 Per Square Foot Per Year (net
of real estate taxes);
(F) TERM: Fifteen (15) Years
(G) COMMENCEMENT DATE: The date hereof
(H) TERMINATION DATE: April 30, 2014 (exclusive of Tenant's renewal options)
(I) CONSTRUCTION DRAWINGS APPROVAL DATE: Not Applicable
(J) SECURITY DEPOSIT: None
(K) BROKER: None
(L) PERMITTED USE: General Office Purposes
(M) ADDRESS FOR PAYMENTS AND NOTICES AS FOLLOWS:
Landlord: College Park Plaza, LLC Tenant: Bindley Western Industries, Inc.
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000 Xxxxxxx Xxxxxx Xxxxx, 0000 Xxxxxx Xxxx
Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx Xxxxx, Xxxxxxxxxx
00000
Attn: Xxxxx Xxxxx Attn: Xxxxxxx X. XxXxxxxxx
and Xxxxx X. Xxxxx
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
(N) ADDITIONAL PROVISIONS ARE SET FORTH IN ARTICLE 16: Sections 16.01
through 16.06.
ARTICLE 2
Lease Term
Section 2.01. Term. The term of this Lease shall be for the period
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specified in Item F of Section 1.02 ("Original Term"). "Lease Term", when used
in this Lease, shall include the Original Term and any renewal term.
Section 2.02. Condition of Premises. Notwithstanding anything herein to
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the contrary, Tenant agrees to accept the Leased Premises in its present, "as-
is" condition. Tenant acknowledges that no representations as to the repair or
condition of the Leased Premises have been made by Landlord. Tenant waives any
implied warranty that the Leased Premises are suitable for Tenant's intended
purposes. Except as otherwise provided herein, in no event shall Landlord have
any obligation for any defects in the Leased Premises or any limitation on its
use. The taking of possession by Tenant shall be conclusive to establish that
the Leased Premises are in good and satisfactory condition when possession is
taken.
ARTICLE 3
Occupancy and Use
Section 3.01. Occupancy and Use. Tenant shall use and occupy the Leased
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Premises for the purposes as set out in Item L of Section 1.02, and for no other
purposes except with the prior written consent of the Landlord. Tenant shall use
the Leased Premises for no unlawful purpose or act; shall commit or permit no
waste or damage to the Leased Premises; shall comply with and obey all
reasonable directions of the Landlord, including Rules and Regulations
promulgated for all tenants of the Building which are adopted, changed or
modified from time to time by Landlord upon reasonable notice to Tenant, all of
which are and will be a part of this Lease as Exhibit C; shall not do or
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permit anything to be done in or about the Leased Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure or annoy them, and shall not do or permit anything to be done
which will increase the rate of fire insurance upon the Building.
Tenant, at its expense, shall comply with all laws, rules, regulations,
ordinances or orders of Federal, State, County and Municipal authorities having
jurisdiction, and with any lawful direction of any public officer or officers,
which shall impose any duty upon Landlord or Tenant
with respect to the Leased Premises, or the use, occupation or alteration
thereof, provided such duty arises from or results from Tenant's failure to
comply with Tenant's covenants in this Lease or from Tenant's negligence or from
the use of the Leased Premises in a manner contrary to the purposes for which
the same are leased to Tenant.
Section 3.02. Landlord's Rights Regarding Use. In addition to the rights
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specified elsewhere in this Lease, Landlord shall have the following rights
regarding the use of the Leased Premises and common areas by Tenant, its
employees, agents, customers and invitees, which may be exercised without notice
or liability to Tenant, to install such signs, notices or Tenant identification
information on the directory board, or Tenant access doors it shall deem
appropriate; to grant any tenant exclusive right to conduct any business or
render service in the Building, provided that such exclusive right shall not in
any way operate to limit Tenant from using the Leased Premises for the permitted
use as outlined in Item L of Section 1.02; and to control the Common Areas in
such a manner as the Landlord reasonably deems necessary and proper including,
but not limited to, requiring all persons entering or leaving the Building to
identify themselves to security guards; excluding or expelling peddlers,
solicitors or loud or unruly persons from the Building; and closing and limiting
access to the Building or other part thereof, including entrances, corridors,
doors, elevators, during times of emergencies, or repairs.
Section 3.03. Access to Leased Premises. Landlord reserves the right to
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enter the Leased Premises to inspect the same, to alter, improve, remodel or
repair the Leased Premises or any portion of the real estate of which the Leased
Premises are a part, without abatement of rent, provided that Tenant is given
reasonable advance notice and is present at the time of entry, provided no
advance notice or Tenant presence shall be necessary for entry in an emergency.
Landlord shall upon similar advance notice to Tenant also have the right to
enter the Leased Premises during Tenant's normal business hours, and to show the
same to prospective purchasers, mortgagees and tenants. In addition, during the
final six (6) months of this Lease or any renewal term, Landlord may place on
the Leased Premises where appropriate the usual notices "For Lease" or "For
Sale" or other similar notices which Tenant shall permit to remain without
molestation.
Section 3.04. Surrender of Leased Premises. At the end of the Lease Term
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or other sooner termination of this Lease, Tenant will peaceably deliver up to
the Landlord possession of the Leased Premises, together with all improvements
or additions upon or belonging to the same, by whomsoever made, in the same
condition as received, or first installed, ordinary wear and tear, condemnation,
damage by fire, earthquake, Act of God or the elements and matters which are
Landlord's obligations excepted. Upon the termination of this Lease, Tenant
shall at Tenant's sole cost, remove all counter, trade fixtures, office
furniture and equipment installed by Tenant unless otherwise agreed to in
writing by Landlord. Tenant shall also repair any damage caused by such removal.
Property not so removed shall be deemed abandoned at the termination of this
Lease by Tenant and title to the same shall thereupon pass to Landlord. Tenant
shall indemnify Landlord against any loss or liability resulting from delay by
Tenant in so surrendering the Leased Premises, including without limitation, any
claims made by any succeeding Tenant founded on such delay.
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Section 3.05. Holding Over. In the event Tenant remains in possession of
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the Leased Premises or any part thereof without the consent of Landlord after
the expiration or earlier termination of this Lease, Tenant shall be deemed to
hold the Leased Premises as a tenant on a month-to-month basis subject to all of
the terms, conditions, covenants and provisions of this Lease (which shall be
applicable during the holdover period), except that Tenant shall pay to Landlord
monthly rent in the amount of 150% of the last Monthly Rental Installment plus
Excess Operating Costs (hereinafter defined), which rent shall be payable to
Landlord on the first day of each calendar month. No holding over by Tenant,
whether with or without the consent of Landlord, shall operate to extend this
Lease except as otherwise expressly provided herein.
ARTICLE 4
Rent
Section 4.01. Components of Rent. Tenant hereby agrees to pay to Landlord
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as rent for the Leased Premises an amount composed of the aggregate of the
components of rent hereinafter identified and defined as "Basic Annual Rent" and
Tenant's share of "Excess Operating Costs". The aggregate of all such rentals
may be referred to hereinafter as "Rental". The annual Rental shall be due and
payable in twelve (12) equal installments on the first day of each calendar
month during the term of this Lease. Tenant hereby agrees to pay the monthly
Rental installments to Landlord at the address provided in Item M Section 1.02
of this Lease or at such other location as Landlord may designate from time to
time, in advance without demand and without any deduction, abatement,
counterclaim or set off. In the event of a partial month at the beginning or end
of the Term, the Rental and any other charges or costs, payable by Tenant shall
be prorated on the basis of a thirty (30) day month. Any portion of the monthly
Rental installments not paid within five days of the date due bears a
delinquency charge equal to five percent (5%) of the amount of the Rental due
and unpaid multiplied by the number of months or fraction thereof, during which
time such Rental remains overdue. All Rental and other charges payable by Tenant
pursuant to the terms of this Lease shall be payable without relief from
valuation and appraisement laws, and with reasonable attorneys' fees and costs
of collection.
Section 4.02. Basic Annual Rent. Tenant hereby agrees to pay Basic Rent
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for Leased Premises in the amount specified in Item D, Section 1.02 of this
Lease, payable in advance in equal consecutive monthly installments, on or
before the first day of each month during the Lease Term.
Section 4.03. Excess Operating Cost. Tenant shall pay as additional rental
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each calendar year its pro rata share of the reasonable operating costs that are
in excess of Landlord's Share of Operating Costs as specified in Item E, Section
1.02 of this Lease ("Excess Operating Costs"). "Operating Costs", as that term
is used herein, shall consist of all costs and expenses, excluding all property
taxes as well as costs associated with the payment of property taxes, incurred
by Landlord to maintain all facilities used in the operation of the Building and
its environs as may be determined by Landlord to be necessary. All operating
costs shall be determined in accordance with generally accepted accounting
principles which shall be consistently applied, and shall be
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annualized in new or refurbished structures that commence operation during a
calendar year, by dividing the total costs by the number of months the structure
is in operation, and multiplying that result by twelve (12). Except to the
extent herein otherwise provided, the term "operating costs" as used herein
shall mean all costs and expenses (but not specific costs which are separately
billed to and paid or reimbursed by specific tenants) of every kind and nature
which Landlord shall pay, become obligated to pay, or would have paid or
incurred if the Building had been ninety-five percent (95%) occupied, because
of, or in connection with the operation of the Building, including, but not
limited to, the following:
(A) Wages, salaries, fringe benefit costs, payroll taxes, unemployment
compensation payments, workmen's compensation insurance premiums and other
related costs of all on-site and off-site employees engaged in the operation,
maintenance and security of the Building; costs of building employee uniforms
and cleaning thereof; the cost of fair rental value of a Building Management
Office in the Building; and the management fees payable by Landlord (excluding
brokerage commission for leasing) for management of the Building.
(B) All labor, supplies and materials used in the operation, cleaning and
maintenance of the Building and all of its machinery and equipment.
(C) Cost of all utilities, including water, sewer, gas, steam, electric
fuel adjustment charges, sewer use charges and utility taxes incurred by
Landlord during the operation of the Building.
(D) Cost of all management, maintenance and service agreements of the
Building and the equipment therein, including, without limitation, alarm
service, trash removal and window cleaning and maintenance.
(E) Accounting costs, including the costs of audits by certified public
accountants, pertaining to the management and operation of the Building.
(F) Cost of all insurance, including without limitation, fire, casualty,
liability and rental abatement insurance applicable to the Building and
Landlord's personal property used in connection with the operation and
maintenance of the Building.
(G) Cost of repairs and general maintenance of the Building and each part
thereof (excluding repairs, replacements and general maintenance paid by
proceeds of insurance or by Tenant or other third parties, and alterations
attributable solely to other tenants of the Building).
(H) Snow removal, landscaping and any and all other common area
maintenance costs related to Common Areas, including sidewalks and landscaping
on the Building site.
(I) Amortization of capital improvements made to the Building subsequent
to the Commencement Date of the Lease which may be required by governmental
authorities, or which
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may improve the operating efficiency of the Building from Landlord's efforts to
reduce operating costs. However, this does not include improvements or repairs
made in connection with Landlord's violation or alleged violation of applicable
laws or regulations, including but not limited to the Americans with
Disabilities Act of 1990, as amended except to the extent that any alterations
or improvements made by or requested by Tenant cause such violation or alleged
violation or that such violation or alleged violation is based on a condition
existing on the date hereof.
Operating Costs shall not include expenses incurred by Landlord with regard
to: (i) replacement of the roof, foundation or structure of the Building, or
restoration or repair of any damage by fire, windstorm or other casualty to the
extent such causes are covered by the types of insurance required to be
maintained by Landlord hereunder; (ii) repairs, replacement or maintenance
incurred as a result of the negligence or misconduct of Landlord, its agents or
employees, or other tenants of the Building; (iii) expenses incurred at the
request of a specific tenant which benefit only that tenant; (iv) any
depreciation allowance or charge in respect to any capital improvements, except
as otherwise specifically provided in this Lease; (v) expenses incurred in
leasing or procuring tenants; (vi) legal expenses or costs incidental to any
disputes or negotiations with tenants or mortgagees; (vii) interest or principal
payments (or late charges, fees or premiums) on any mortgage or other similar
indebtedness of Landlord; or (viii) any cost billed to and paid directly or
reimbursed by a tenant, or for which Landlord is otherwise reimbursed in any
manner, other than by proportionate payments of tenants as provided for in all
tenants' leases.
The amortization of any cost-saving capital improvements shall be done on a
straight line basis, using the reasonably estimated useful life or the
approximate annual cost savings of the cost-saving capital improvements, and the
annual amortization amount included in Operating Expenses (including any
interest charge) on account of any such cost-saving improvement shall not exceed
the amount of the annual cost savings resulting therefrom, as certified in
connection with each annual Operating Expense statement in which any such annual
amortization charge shall be included.
Section 4.04. Estimated Excess Operating Cost. Landlord shall estimate
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the Excess Operating Costs annually, and written notice thereof shall be given
to Tenant prior to, or within a reasonable time after, the beginning of each
calendar year. Tenant shall pay its share of the Estimated Excess Operating
Costs in twelve (12) equal monthly installments payable on the first day of each
month as part of the Rental. On the expiration or earlier termination of the
Lease Term, Landlord shall have the right to adjust the Estimated Excess
Operating Cost based on year to date information, with Tenant to pay Landlord or
Landlord to pay Tenant, within fifteen (15) days after receipt of notice
thereof, any increase or decrease in the estimate attributable to the period
before the Lease Term expiration. Within sixty (60) calendar days after the end
of each calendar year, even in cases where the Lease terminated in the prior
year, Landlord shall render to Tenant a statement showing the actual Excess
Operating Cost for Landlord's operation of the Building during the prior
calendar year, setting forth a computation of Tenant's share of the Excess
Operating Cost for the portion of the year covered by the Lease Term. Within
fifteen (15)
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days after receipt of said statement, Tenant shall pay Landlord, or Landlord
shall credit or pay to Tenant, as the case may be, the difference between the
actual Excess Operating Costs for the preceding calendar year and the Estimated
Excess Operating Costs paid by Tenant during such year.
Section 4.05. Tenant Verification. Tenant or its designated agents shall
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have the right to inspect, at reasonable times and in a reasonable manner,
during the ninety (90) day period following the delivery of Landlord's statement
of the actual amount of Operating Costs, such of Landlord's books of account and
records as pertain to and contain information concerning such costs and expenses
in order to verify the amounts thereof. Where the audit discloses errors
resulting in an overcharge to Tenant of more than five percent (5%), Landlord
shall pay for such audit and, if the audit discloses errors resulting in an
overcharge equal to or less than five percent (5%) of the Operating Costs,
Tenant shall pay the costs of the audit. If Tenant shall not elect to cause an
audit within the time period permitted hereby, then Landlord's statement shall
be conclusively deemed to have been approved and accepted by Tenant.
Section 4.06. Property Taxes. Tenant shall pay as additional rental each
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calendar year 42.32% of the Taxes, less the credit for tax abatement. "Taxes,"
as that term is used herein, shall consist of all taxes, tax appeal costs,
expenses and fees, service payments in lieu of taxes, assessments, excises,
levies, fees or charges, general and special, ordinary and extraordinary,
unforeseen as well as foreseen, of any kind which are assessed, levied, charged,
confirmed, or imposed by any public authority upon the Building, personal
property owned or used in connection with the operation of the Building or upon
its operations or the rent provided for in this Lease and payable during the
term of this Lease, but excluding any income taxes upon Landlord's rental
receipts. It is agreed that Tenant will be responsible for the ad valorem taxes
on its own personal property, in or about the Building, and on the value of any
leasehold improvements to the Leased Premises made by Tenant. The amount of any
tax abatement previously granted to Tenant shall be credited in full to Tenant.
Section 4.07. Security Deposit. None.
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ARTICLE 5
Utility and Other Building Services
Section 5.01. Services to be Provided. Landlord shall furnish to Tenant,
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except as noted below, the following utilities and other building services to
the extent reasonably necessary for Tenant's comfortable use and occupancy of
the Leased Premises for general office use or as may be required by law or
directed by governmental authority:
(A) Heating, ventilation and air-conditioning ("HVAC") between the hours
of 7:00 a.m. and 6:00 p.m. Monday through Friday and 8:00 a.m. to 12:00 p.m. on
Saturday of each week except on legal holidays, and HVAC twenty-four (24) hours
per day, seven days a week for the computer room located on the fourth floor of
the Leased Premises.
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(B) Subject to interruptions beyond Landlord's control, electrical current
not to exceed seven (7) xxxxx per square foot, excluding HVAC. At all times,
Tenant's use of electric current shall never exceed the capacity of the feeders
to the Building or the risers or wiring installation.
(C) Water in the Common Areas and Leased Premises for lavatory and
drinking purposes.
(D) Automatic elevator service.
(E) Cleaning and janitorial service in the Leased Premises and the Common
Areas, including the supplying and installing of paper towels, toilet tissue and
soap in the Common Areas Monday through Friday of each week except legal
holidays.
(F) Washing of windows at intervals reasonably established by Landlord.
(G) Replacement of all lamps, bulbs, starters and ballasts in Building
standard lighting as required from time to time as a result of normal usage.
(H) Cleaning and maintenance of the Common Areas, including the removal of
rubbish and snow.
(I) Except as otherwise specified in this Lease, repair and maintenance of
the Leased Premises, and Building.
(J) Access to the Leased Premises twenty-four (24) hours a day, seven days
per week.
and
(K) Security for the Building and Leased Premises.
Section 5.02. Additional Services. If Tenant requests any other utilities
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or building services in addition to those identified above or any of the above
utilities or building services in frequency, scope, quality or quantity
substantially greater than those which Landlord reasonably determines are
normally required by other tenants in the Building for general office use, then
Landlord shall use reasonable efforts to attempt to furnish Tenant with such
additional utilities or building services. In the event Landlord is able to and
does furnish such additional utilities or building services, the costs thereof
shall be borne by Tenant, who shall reimburse Landlord monthly for the same as
additional rent at the same time Monthly Rental Installments and other Rental is
due.
If any lights, machines or equipment (including but not limited to
computers) used by Tenant in the Leased Premises materially affect the
temperature otherwise maintained by the Building's air-conditioning system or
generate substantially more heat in the Leased Premises than that which would
normally be generated by the lights and business machines typically used by
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other tenants in the Building or by tenants in comparable office buildings, then
Landlord shall have the right to install any machinery or equipment, which
Landlord considers reasonably necessary in order to restore the temperature
balance between the Leased Premises and the rest of the Building, including
equipment which modifies the Building's air-conditioning system. All costs
expended by Landlord to install any such machinery and equipment and any
additional costs of operation and maintenance occasioned thereby shall be borne
by Tenant, who shall reimburse Landlord for the same.
Other than equipment of the type located in the Leased Premises on the date
hereof, Tenant shall not install or connect any electrical equipment other than
the business machines and equipment typically used for general office purposes
by tenants in office buildings comparable to the Building (a computer not being
an example of such a typical business machine with the exception of personal
computers and word processors) without Landlord's prior written consent. If
Landlord determines that the electricity used by the equipment to be so
installed or connected exceeds the designed load capacity of the Building's
electrical system or is in any way incompatible therewith, then Landlord shall
have the right, as a condition to granting its consent, to make such
modifications to the electrical system or other parts of the Building or Leased
Premises, or to require Tenant to make such modifications to the equipment to be
installed or connected, as Landlord considers to be reasonably necessary before
such equipment may be so installed or connected. The cost of any such
modifications shall be borne by Tenant, who shall reimburse Landlord for the
same (or any portion thereof paid by Landlord).
Section 5.03. Interruption of Services. Tenant understands, acknowledges
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and agrees that any one or more of the utilities or other building services
identified in Section 5.01 may be interrupted by reason of accident, emergency
or other causes beyond Landlord's control, or may be discontinued or diminished
temporarily by Landlord or other persons until certain repairs, alterations or
improvements can be made; that Landlord does not represent or warrant that the
availability and capacity of such utilities or building services shall continue
uninterrupted and unchanged, and that any such interruption or change shall not
be deemed an eviction or disturbance of Tenant's right to possession, occupancy
and use of the Leased Premises.
Section 5.04. Commercially Reasonable Efforts to Restore Services.
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Notwithstanding anything in this Lease to the contrary, Landlord shall use
commercially reasonable efforts to promptly restore utility service, and in the
event restoration of service is within Landlord's control and Landlord fails to
restore such service, thereby causing all or a portion of the Leased Premises to
be rendered untenantable (meaning that Tenant is unable to use such space in the
normal course of its business) by Tenant for the use permitted under this Lease
for more then three (3) consecutive business days after notice from Tenant to
Landlord that such service has been interrupted, "Basic Annual Rent" and
Tenant's share of "Excess Operating Costs" shall be abated on a per diem basis
in the proportion which the untenantable portion of the Leased Premises bears to
the total area of the Leased Premises for each day after such three (3) business
day period during which all or a portion of the Leased Premises remain
untenantable.
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ARTICLE 6
Repairs, Maintenance, Alterations,
Improvements and Fixtures
Section 6.01. Repair and Maintenance of Building. Subject to Section 6.02
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and except for repairs necessitated by the negligence, misuse or default of
Tenant, its employees, agents, customers and invitees and not covered by
insurance, Landlord shall make all necessary repairs to the roof, exterior
walls, exterior doors, windows, corridors and other Common Areas of the
Building, shall keep the Building in a safe, clean and neat condition, and shall
keep all equipment used in common with other tenants such as elevators,
plumbing, heating, air conditioning and similar equipment, in good condition and
repair. Except as provided in Article 7 hereof, there shall be no abatement of
rent and no liability of Landlord by reason of any injury to or interference
with Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Leased Premises or in
or to any fixtures, appurtenances and equipment therein or thereon.
Section 6.02. Repair and Maintenance of Leased Premises. Except for any
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repairs necessitated by the negligence, misuse or default of Landlord, its
employees, agents, customers and invitees (other than Tenant), Tenant shall keep
and maintain the Leased Premises in good order, condition and repair. Except for
the services specified in Section 5.01, and except for ordinary wear and tear
and damage which Tenant is not obligated to repair as provided elsewhere in this
Lease, the cost of all reasonable repairs and maintenance to the Leased Premises
shall be borne by Tenant, who shall be separately billed and shall reimburse
Landlord for the same as additional rent.
Section 6.03. Alterations or Improvements. Upon prior written consent
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from Landlord which shall not be unreasonably delayed, conditioned or withheld,
alterations or improvements may be made to the Leased Premises; provided
however, such alterations or improvements shall be made by Landlord, or
contractors approved by Landlord. All costs attributable to said alterations or
improvements shall be borne by Tenant, including but not limited to all
construction costs, fees, architectural costs, permit fees, and attorney fees.
Any alterations or improvements to the Leased Premises, except movable office
furniture, equipment and trade fixtures, shall become part of the realty and be
the property of Landlord, and shall not be removed by Tenant.
Section 6.04. Trade Fixtures. Any trade fixtures installed on the Leased
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Premises by Tenant at its own expense, such as movable partitions, counters,
shelving, showcases, mirrors and the like shall, at the request of Landlord, be
removed on the expiration or earlier termination of this Lease, provided that
Tenant is not then in default, that Tenant bears the cost of such removal, and
further that Tenant repairs at its own expense any and all damages to the Leased
Premises resulting from such removal. If Tenant fails to remove any and all such
trade fixtures from the Leased Premises within a reasonable time following the
expiration or earlier termination of this Lease, all such trade fixtures shall
become the property of Landlord unless Landlord elects to
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require their removal. In which case Tenant shall, at its expense, promptly
remove the same and restore the Leased Premises to their prior condition.
Section 6.05. Tenant's Access to Roof. (a) Grant of License. Landlord
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hereby grants to Tenant for the term of this Lease (including any option
periods) a license to use, operate, maintain and replace, all at Tenant's sole
cost and expense, on the roof of the Building in their present location the air
conditioning units, satellite dishes, Liebert units and communication equipment
(each piece, a "Satellite Dish") presently located on the roof of the Building.
If Tenant desires to install any new Satellite Dish (being an additional
Satellite Dish, not a replacement of an existing Satellite Dish, the location,
dimension, size and appearance shall be subject to Landlord's approval in its
sole discretion.
(b) Installation and Use. Before commencing installation of any new
Satellite Dish, Tenant shall submit to Landlord for Landlord's approval, which
shall not be withheld or delayed unreasonably, a form describing the dimensions
and appearance of the Satellite Dish, its proposed mounting method, point of
entry to the Building and cable route (the "Installation Approval Form").
Landlord shall approve or disapprove any aspect of the Satellite Dish within ten
(10) business days of receiving the Installation Approval Form. Once approved by
Landlord (as evidenced by Landlord's signature on the Installation Approval
Form), all work by Tenant (subject to Landlord's approval of the contractor
completing the installation) shall be in strict accordance with the Installation
Approval Form. Any modifications to the work set forth on the Installation
Approval Form must be approved by Landlord in writing. Landlord may impose such
requirements as to color and/or architectural treatment to mask said
installation to Landlord's reasonable satisfaction. The new Satellite Dish and
all supporting frames and structures shall be painted in a color of Landlord's
choice and shall bear no advertising material or wording of any sort (other than
the manufacturer's name and/or logo). The new Satellite Dish and supporting
framework or structure and cabling for such Satellite Dish and ancillary
equipment shall be installed in a good and workmanlike manner. Tenant shall use
commercially reasonable efforts to take all necessary precautions so that its
equipment and the installation and maintenance of the same will (i) in no way
damage the Building or existing structures thereon; (ii) not interfere with the
maintenance of the Building HVAC system, lighting system, the parking area, or
any other system of the Building; (iii) as to any new Satellite Dish only, not
interfere with the operation of any existing satellite, radio, microwave or
other communications equipment of Landlord or any other tenant of the Building,
or in the event there is such an interference, Tenant will take all appropriate
necessary steps in order to promptly correct and thereby eliminate such
interference; and (iv) comply with all applicable rules and regulations of all
governmental agencies having jurisdiction over such equipment, and the operation
and maintenance of the same. Any Satellite Dish will be used exclusively by
Tenant in connection with Tenant's own main business purposes and shall be
removed by Tenant (at its sole cost and expense) upon the termination of the
Lease.
(c) Approvals. Tenant shall obtain any and all licenses and approvals
required by federal, state or municipal authorities with respect to the
installation or operation of any Satellite Dish and shall provide evidence
thereof to Landlord. Landlord shall cooperate with
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Tenant in obtaining such licenses and approvals; Tenant, however, shall
reimburse Landlord for any and a ll reasonable costs incurred in connection
therewith.
(d) Indemnification. To the fullest extent permitted by law, Tenant
shall indemnify, protect, defend and hold harmless Landlord, its agents and
employees, from and against any and all actions, causes of action, claims,
liabilities, losses, damages, fines, penalties and expenses (including but not
limited to reasonable attorneys' fees, court costs and litigation expenses,
including expert costs and costs of investigation), whether threatened or
actual, direct or indirect, caused by, arising out of, resulting from or related
to the installation, operation, maintenance or removal of any Satellite Dish and
any supporting framework or structure or other equipment in the area of any
Satellite Dish or in the conduit for the cable connecting any Satellite Dish and
the Leased Premises.
(e) Scope of License. The license granted hereunder is non-exclusive;
accordingly, Landlord shall continue to have the right to grant similar licenses
or rights to other tenants of the Building in Landlord's sole discretion, so
long as the granting of such licenses or rights does not adversely affect the
operation of any Satellite Dish existing on the date hereof or any replacement
thereof. Tenant specifically understands and agrees that its license and rights
contained in this paragraph are personal to Bindley Western Industries, Inc.
Section 6.06. Right to Change Common Areas of the Building. At any time
--------------------------------------------
after the completion of the Building, Landlord shall have the right to change
the arrangement or location of such of the following as are not contained within
the Leased Premises or any part thereof: entrances, passageways, doors and
doorways, corridors, stairs, toilets and other like public service portions of
the Building; provided, however, that in no event shall Landlord change the
arrangement or location of the elevators serving the Leased Premises, make any
change which shall diminish the area of the Leased Premises including the Common
Areas, make any change to the number of parking spaces (including reserved
parking spaces) available to Tenant, make any change which shall interfere with
the access to the Leased Premises from and through the Building, or change the
character of the Building from that of a first-class office building.
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ARTICLE 7
Fire or Other Casualty; Eminent Domain
Section 7.01. Substantial Destruction of the Building or the Leased
-----------------------------------------------------
Premises. If either the Building or the Leased Premises should be substantially
---------
destroyed or damaged (which as used herein, means destruction or material damage
to at least 50% of the Building or 50% of the Leased Premises) by fire or other
casualty, then Landlord or Tenant may, at its option, terminate this Lease by
giving written notice of such termination to the other party within thirty (30)
days after the date of such casualty. In addition, Landlord may terminate this
Lease within sixty (60) days of the date of such casualty if Landlord shall
determine that sufficient insurance proceeds to complete such reconstruction and
repair are not available to Landlord, provided that Landlord shall not have such
right to terminate if the insufficiency of insurance proceeds is a result of
Landlord's failure to maintain insurance as required by this Lease. In the event
of such termination, Rental shall cease as of the date of such casualty. If
neither party exercises its option, then the Leased Premises shall be
reconstructed and restored, at Landlord's expense, to substantially the same
condition as existed prior to the casualty within not more than 270 days of the
date of substantial destruction; provided however, that Landlord's obligation
hereunder shall be limited to the reconstruction of the Leased Premises to its
condition on the date of commencement of the Lease Term; and further provided
that if Tenant has made any additional improvements pursuant to Section 6.03,
Tenant shall reimburse Landlord for the cost of reconstructing the same if
Tenant desires such reconstruction. Landlord shall use reasonable diligence in
completing such reconstruction repairs, but in the event Landlord fails to
complete the same within 270 days from the date of the casualty, Tenant may, at
its option, terminate this Lease by giving Landlord written notice of such
termination, whereupon both parties shall be released from all further
obligations and liability hereunder; provided, however, Tenant's termination
notice shall be null and void if Landlord completes the reconstruction and
repair within thirty (30) days following such notice. In the event of such
reconstruction, Rental shall be abated from the date of the casualty until
substantial completion of the reconstruction repairs; and this Lease shall
continue in full force and effect for the balance of the Lease Term.
Section 7.02. Partial Destruction of the Leased Premises. If the Leased
-------------------------------------------
Premises should be damaged by fire or other casualty, but not substantially
destroyed or damaged to the extent provided in Section 7.01, then such damaged
part of the Leased Premises shall be reconstructed and restored, at Landlord's
expense, to substantially the same condition as existed prior to the casualty;
provided however, that Landlord's obligation hereunder shall be limited to the
reconstruction of the Leased Premises to its condition on the date of
commencement of the Lease Term; and further provided that if Tenant has made any
additional improvements pursuant to Section 6.03, Tenant shall reimburse
Landlord for the cost of reconstructing the same if Tenant desires such
reconstruction. In addition, Landlord may terminate this Lease within sixty (60)
days of the date of such casualty if Landlord shall determine that sufficient
insurance proceeds to complete such reconstruction and repair are not available
to Landlord, provided that Landlord shall not have such right to terminate if
the insufficiency of insurance proceeds is a result of Landlord's failure to
maintain insurance as required by this Lease. In such event, if the damage is
expected to prevent Tenant from carrying on its business in the Leased Premises
to any extent,
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Rental shall be abated in the proportion which the approximate area of the
damaged part bears to the total area in the Leased Premises from the date of the
casualty until substantial completion of the reconstruction repairs; and this
Lease shall continue in full force and effect for the balance of the Lease Term.
Landlord shall use reasonable diligence in completing such reconstruction
repairs, but in the event Landlord fails to complete the same within 180 days
from the date of the casualty, Tenant may, at its option, terminate this Lease
by giving Landlord written notice of such termination, whereupon both parties
shall be released from all further obligations and liability hereunder;
provided, however, Tenant's termination notice shall be null and void if
Landlord completes the reconstruction and repair within thirty (30) days
following such notice.
Section 7.03. Eminent Domain. If the whole or any part of the Leased
---------------
Premises or Common Areas shall be taken for public or quasi-public use by a
governmental or other authority having the power of eminent domain or shall be
conveyed to such authority in lieu of such taking, and if such taking or
conveyance shall cause the remaining part of the Leased Premises to be
untenantable or inadequate for use by Tenant for the purpose for which they were
leased, then either Landlord or Tenant may, at their respective option,
terminate this Lease as of the date Tenant is required to surrender possession
of the Leased Premises or use of the Common Areas by giving written notice of
such termination to the other party. If a part of the Leased Premises shall be
taken or conveyed but the remaining part is adequate for Tenant's use, then this
Lease shall be terminated as to the part taken or conveyed as of the date Tenant
surrenders possession; Landlord shall make such repairs, alterations or
improvements as may be necessary to render the part not taken or conveyed
tenantable; and Rental shall be reduced in proportion to the part of the Leased
Premises so taken or conveyed. If Landlord elects to restore the Leased Premises
or the Building, such restoration shall be complete within one hundred and
twenty (120) days of the condemnation or taking. Failing such timely completion,
Tenant may terminate this Lease upon ten (10) days' written notice to Landlord.
All such repairs and restoration shall be made in a good and workmanlike manner,
and in compliance with all laws. All compensation awarded for such taking or
conveyance shall be the property of Landlord without any deduction therefrom for
any present or future estate of Tenant, and Tenant hereby assigns to Landlord
all its right, title and interest in and to any such award. However, Tenant
shall have the right to recover from such authority, but not from Landlord, such
compensation as may be awarded to Tenant on account of moving and relocation
expenses and depreciation to and removal of Tenant's property.
ARTICLE 8
Insurance
Section 8.01. Landlord's Insurance. Landlord shall at all times during the
---------------------
Lease Term carry, at its expense, a policy of insurance which insures the
Building, including the Leased Premises, against loss or damage by fire or other
casualty (namely, the perils against which insurance is afforded by a standard
fire insurance policy and extended coverage endorsement) for the full
replacement value of the Building; provided, however, that Landlord shall not be
responsible for, and shall not be obligated to insure against, any loss of or
damage to any personal property of Tenant or which Tenant may have in the
Building or the Leased Premises or any trade
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fixtures installed by or paid for by the Tenant on the Leased Premises or any
additional improvements which Tenant may construct on the Leased Premises, and
Landlord shall not be liable for any loss or damage to such property, regardless
of cause, including the negligence of Landlord and its employees, agents,
customer and invitees. If any alterations or improvements made by Tenant
pursuant to Section 6.03 result in an increase in the premiums charged during
the Lease Term on the casualty insurance carried by Landlord on the Building,
then the cost of such increase in insurance premiums shall be borne by Tenant,
who shall reimburse Landlord for the same as additional rent after being
separately billed therefor.
Landlord shall keep in full force and effect during the term of this Lease
public liability and property damage insurance in standard form with respect to
the Common Areas and the operation thereof having a minimum limit of combined
coverage of bodily injury and property damage of not less than Three Million
Dollars ($3,000,000). The limit of any such insurance shall not limit the
liability of Landlord hereunder. Such policies of insurance shall be issued by
an insurance company authorized to do business in the state in which the Leased
Premises are located for the issuance of such type of insurance coverage and
rated B+XIII or better in Best's Key Rating Guide.
Section 8.02. Landlord's Responsibility. Landlord shall assume the risk
--------------------------
of, be responsible for, have the obligation to insure against, and indemnify
Tenant and hold it harmless from, any and all liability for any loss of or
damage or injury to person (including death resulting therefrom) or property
(other than Tenant's property as provided in Section 8.01) occurring in, or
about the Common Areas, regardless of cause, and Landlord hereby releases Tenant
from any and all liability for the same. Landlord's obligation to indemnify
Tenant hereunder shall include the duty to defend against any claims asserted by
reason of such loss, damage or injury and to pay any judgment, settlements,
costs, fees and expenses, including attorneys' fees, incurred in connection
therewith.
Section 8.03. Tenant's Insurance. Tenant, in order to enable it to meet
-------------------
its obligation to insure against the liabilities specified in this Lease, shall
at all times during the Lease Term carry, at its own expense, for the protection
of Tenant, Landlord and Landlord's management agent, as their interest may
appear, one or more policies of general public liability and property damage
insurance, issued by one or more insurance companies acceptable to Landlord,
with the following minimum coverages:
(A) Workers' Compensation - The minimum statutory amount.
(B) Comprehensive General Liability - Not less than $1,000,000
Insurance including Blanket, Combined Single Limit for
Contractual Liability, Broad both bodily & property damage.
Form Property Damage, Personal
Injury, Completed Operations and
Product Liability
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(C) Fire and Extended Coverage, Vandalism and Malicious Mischief, and Sprinkler
Leakage insurance, for the full cost of replacement of Tenant's property.
Such insurance policy or policies shall name Landlord and Landlord's
management agent as additional insureds and shall provide that they may not be
canceled on less than thirty (30) days' prior written notice to Landlord. Tenant
shall furnish Landlord with Certificates of Insurance evidencing such coverage.
Should Tenant fail to carry such insurance and furnish Landlord with such
Certificates of Insurance after a request to do so, Landlord shall have the
right to obtain such insurance and collect the cost thereof from Tenant as
additional rent.
Section 8.04. Tenant's Responsibility. Tenant shall assume the risk of,
------------------------
be responsible for, have the obligation to insure against, and indemnify
Landlord and hold it harmless from any and all liability for any loss of or
damage or injury to any person (including death resulting therefrom) or property
occurring in, or about the Leased Premises, regardless of cause, except for any
loss or damage from fire or other casualty as provided in Section 8.01, and
Tenant hereby releases Landlord from any and all liability for the same.
Tenant's obligation to indemnify Landlord hereunder shall include the duty to
defend against any claims asserted by reason of such loss, damage or injury and
to pay any judgment, settlements, costs, fees and expenses, including attorneys'
fees, incurred in connection therewith. Notwithstanding anything herein to the
contrary, Tenant shall bear the risk of any loss or damage to its property.
Section 8.05. Waiver of Subrogation. Landlord and Tenant hereby release
----------------------
each other and each other's employees, agents, customers and invitees from any
and all liability for any loss of or damage or injury to person or property
occurring in, on or about or to the Leased Premises, the Building, the Common
Areas or personal property within the Building by reason of fire or other
casualty which could be insured against under a standard fire and extended
coverage insurance policy, regardless of cause, including negligence of Landlord
or Tenant and their respective employees, agents, customers and invitees, and
agree that such insurance carried by either of them shall contain a clause
whereby the insurer waives its right of subrogation against the other party.
Because the provisions of this Section 8.05 are intended to preclude the
assignment of any claim mentioned herein by way of subrogation or otherwise to
an insurer or any other person, each party to this Lease shall give to each
insurance company which has issued to it one or more policies of fire and
extended coverage insurance notice of the provisions of this Section 8.05 and
have such insurance policies properly endorsed, if necessary, to prevent the
invalidation of such insurance by reason of the provisions of this Section 8.05.
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ARTICLE 9
Liens
Section 9.01. Liens. If, because of any act or omission of Tenant or any
------
person claiming by, through, or under Tenant, any mechanic's lien or other lien
shall be filed against the Leased Premises or the Building or against other
property of Landlord (whether or not such lien is valid or enforceable as such),
Tenant shall, at its own expense, cause the same to be discharged of record or
bonded over within sixty (60) days after the date of filing thereof, and shall
also indemnify Landlord and hold it harmless from any and all claims, losses,
damages, judgments, settlements, costs and expenses, including attorneys' fees,
resulting therefrom or by reason thereof. Landlord may, but shall not be
obligated to, pay the claim upon which such lien is based so as to have such
lien released of record; and, if Landlord does so, then Tenant shall pay to
Landlord, as additional rent, upon demand, the amount of such claim, plus all
other costs and expenses incurred in connection therewith, plus interest thereon
at the rate of eighteen percent (18%) per annum until paid.
ARTICLE 10
Rental, Personal Property and Other Taxes
Section 10.01. Taxes. Tenant shall pay before delinquency any and all
------
taxes, assessments, fees or charges, including any property, sales, gross
income, rental, business occupation or other taxes, levied or imposed upon
Tenant's business operations in the Leased Premises and any personal property or
similar taxes levied or imposed upon Tenant's trade fixtures, leasehold
improvements or personal property located within the Leased Premises. In the
event any such taxes, assessments, fees or charges are charged to the account
of, or are levied or imposed upon the property of Landlord, Tenant shall
reimburse Landlord for the same as additional rent. Notwithstanding the
foregoing, Tenant shall have the right to contest in good faith any such item
and to defer payment until after Tenant's liability therefor is finally
determined.
If any tenant finish improvements, trade fixtures, alterations,
improvements or business machines and equipment located in or about the Leased
Premises, installed or paid for by Tenant, and whether or not they are affixed
to and become a part of the realty and the property of Landlord, are assessed
for real property tax purposes at a valuation higher than that at which other
such property in other leased space in the Building is assessed, then Tenant
shall reimburse Landlord as additional rent for the amount of real property
taxes shown on the appropriate county official's records as having been levied
upon the Building or other property of Landlord by reason of such excess
assessed valuation.
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ARTICLE 11
Assignment and Subletting
Section 11.01. Assignment and Subletting by Tenant. Tenant may not sell,
------------------------------------
assign, or mortgage this Lease or sublet the Leased Premises or any part
thereof, without the prior written consent of Landlord which shall not be
unreasonably withheld. In the event of a permitted assignment or subletting,
Tenant shall nevertheless at all times remain fully responsible and liable for
the payment of rent and the performance and observance of all of Tenant's other
obligations under the terms, conditions and covenants of this Lease. No
assignment or subletting of the Leased Premises or any part thereof shall be
binding upon Landlord unless such assignee or subtenant shall deliver to
Landlord an instrument containing an agreement of assumption of all Tenant's
obligations under this Lease. Upon the occurrence of an Event of Default, if all
or any part of the Leased Premises are then assigned or sublet, Landlord, in
addition to any other remedies provided by this Lease or by law, may, at its
option, collect directly from the assignee or subtenant all rent becoming due to
Landlord by reason of the assignment or subletting. Any collection by Landlord
from the assignee or subtenant shall not be construed to constitute a waiver or
release of Tenant from the further performance of its obligations under this
Lease or the making of a new lease with such assignee or subtenant.
Notwithstanding the foregoing, if Landlord shall be adjudged to have
unreasonably withheld consent to a proposed assignment or subletting, Tenant
shall be entitled to receive an amount from Landlord equal to the net present
value of the proposed sublease or assignment and all direct reasonable costs
incurred by Tenant in connection with the proposed sublease or assignment.
Section 11.02. Permitted Assignments. Notwithstanding anything to the
----------------------
contrary contained herein, Tenant shall have the right, upon ten (10) days'
prior written notice to Landlord, to (i) assign or sublet all or part of the
Leased Premises to any corporation or other entity which controls Tenant, is
controlled by Tenant, or is under common control with Tenant; or (ii) assign
this Lease to a successor corporation or other entity into which or with which
Tenant is merged or consolidated or which acquired substantially all of Tenant's
assets and property; provided that such successor corporation assumes
substantially all of the obligations and liabilities of Tenant and shall have
assets, capitalization and net worth at least equal to the assets,
capitalization and net worth of Tenant as of the date of this Lease as
determined by generally accepted accounting principles.
Section 11.03. Assignment with Consent. Upon Landlord's consent to any
-----------------------
Transfer (meaning any transfer, sale, assignment, or subletting), Tenant shall
pay and continue to pay fifty percent (50%) of any "Transfer Premium" (defined
below), received by Tenant from the transferee. "Transfer Premium" shall mean
all rent, additional rent or other consideration payable by a Transferee in
connection with a Transfer in excess of the rent payable by Tenant under this
Lease during the term of the Transfer in excess of the rent payable by Tenant
under this Lease during the term of the Transfer and if such Transfer is less
than all of the Leased Premises, the Transfer Premium shall be calculated on a
rentable square foot basis after deducting the reasonable expenses incurred by
Tenant for (i) any changes, alterations and improvements to the Leased
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Premises paid for by Tenant in connection with the Transfer; (ii) any other out-
of-pocket monetary concessions provided by Tenant to the transferee, and (iii)
any brokerage commissions paid for by Tenant in connection with such Transfer.
ARTICLE 12
Transfer by Landlord
Section 12.01. Sale and Conveyance of the Building. Landlord shall have
------------------------------------
the right to sell and convey the Building at any time during the Lease Term,
subject only to the rights of Tenant hereunder; and such sale and conveyance
shall operate to release Landlord from liability hereunder after the date of
such conveyance as provided in Section 13.08.
Section 12.02. Subordination. Landlord shall have the right to
--------------
subordinate this Lease to any mortgage presently existing or hereafter placed
upon the Building by so declaring in such mortgage provided that the mortgagee
or lender enters into a non-disturbance agreement with Tenant. Tenant shall, at
Landlord's request, execute and deliver to Landlord, without cost, any
instrument which may reasonably be deemed necessary or desirable by Landlord to
confirm the subordination of this Lease and an Estoppel Certificate in the form
required by Landlord, and as provided in Section 15.11 of this Lease; and, if
Tenant fails or refuses to do so, Landlord may execute such instrument in the
name and as the act of Tenant. Notwithstanding the foregoing, no default by
Landlord under any such mortgage shall affect Tenant's rights hereunder so long
as Tenant is not in default under this Lease. Tenant shall, in the event any
proceedings are brought for the foreclosure of any such mortgage, attorn to the
purchaser upon any such foreclosure and recognize such purchaser as the Landlord
under this Lease, provided such purchaser shall accept such responsibilities of
the landlord hereunder.
ARTICLE 13
Defaults and Remedies
Section 13.01. Defaults by Tenants. Each of the following events shall be
--------------------
an "Event of Default" hereunder:
(A) Failure of Tenant to pay any installment of rent or any other payment
required herein when due, and such failure shall continue for a period of three
(3) business days after receipt of written notice from Landlord that said
payment is due;
(B) Failure to observe or perform one or more of the other terms,
conditions, covenants, or agreements of this Lease and the continuance of such
failure for a period of ten (10) days after receipt of written notice by
Landlord specifying such failure (unless such failure requires work to be
performed, acts to be done, or conditions to be removed which cannot by their
nature reasonably be performed, done, or removed, as the case may be, within
such ten (10) day
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period or other such period required in this Lease, in which case no default
shall be deemed to exist so long as Tenant shall have commenced doing the same
within such ten (10) day period and shall diligently and continuously prosecute
the same to completion);
(C) The filing of an application by Tenant for, or a consent to the
appointment of, a receiver, trustee, or liquidator of itself or of all its
assets;
(D) The filing by Tenant of a voluntary petition in bankruptcy, or the
filing of a pleading in any court of record admitting in writing its inability
to pay its debts as they become due;
(E) The making by Tenant of a general assignment for the benefit of
creditors;
(F) The filing by Tenant of an answer admitting material allegations of or
consenting to or defaulting in answering in petition filed against it in any
bankruptcy proceedings;
(G) The entry of an order, judgment, or decree by any Court of competent
jurisdiction adjudging Tenant a bankrupt or appointing a receiver, trustee, or
liquidator of it, or all of its assets, and such order, judgment, or decree
continuing unstayed and in effect for any period of sixty (60) consecutive days;
(H) If this Lease or the estate of Tenant hereunder shall be transferred
to or assigned to or subleased to or shall pass to or devolve upon any person or
party, except in a manner herein expressly permitted;
(I) If a levy under execution or attachment shall be made against Tenant
or its property and such execution or attachment shall not be vacated or removed
by court order, bonding, or otherwise within a period of thirty (30) days; or
(J) Abandonment of the Leases Premises, providing that no default shall
exist if Tenant pays the Rental hereunder and otherwise complies with the terms
hereof.
Section 13.02. Remedies of Landlord. Upon the occurrence of any event of
---------------------
default set forth in Section 13.01, Landlord shall have the following rights and
remedies, in addition to those allowed by law, any, or all of which may be
exercised without additional notice or demand upon Tenant.
(A) Landlord may apply any prepaid funds to the cost of cure of any
default and/or reenter the Leased Premises and cure any default of Tenant. In
such event Tenant shall immediately reimburse Landlord as additional rental for
any such costs, and shall restore the security deposit, or other prepaid funds
used by Landlord to cure Tenant's default; and Landlord shall not be liable to
Tenant for any loss or damage which Tenant may sustain by reason of Landlord's
actions, whether or not caused by Landlord's negligence.
-20-
(B) Landlord may at its option provide written notice to Tenant stating
that this Lease and the Lease Term shall expire and terminate on the date
specified in such notice, and upon the date specified in such notice, this Lease
and the term hereby demised, and all rights of Tenant under this Lease shall
expire and terminate, in which event Tenant shall thereupon quit and surrender
the Leased Premises but shall remain liable as hereinafter provided and Landlord
may without notice, reenter and repossess the Leased Premises without use of
force, and Tenant shall nevertheless remain liable as hereinafter provided for
the remainder of the term hereof. Notwithstanding the termination of this Lease,
Landlord shall be entitled to recover from Tenant all Rent accrued and unpaid
for the period up to and including such termination date, plus (i) the
unamortized cost of improvements, additions and alterations, if any, paid for by
Landlord pursuant to this Lease, plus (ii) the aggregate sum which at the time
of such termination represents the excess, if any, of (y) the present value of
the aggregate Rents to be due during the remainder of the term, minus (z) the
amount of such rental loss that Tenant proves could have been reasonably
avoided, such present value to be computed on the basis of a four percent (4%)
per annum discount, and (iii) any further damages which Landlord shall have
incurred by reason of the breach of any of the covenants of this Lease.
(C) Landlord may, without terminating this Lease, reenter the Leased
Premises and at its option, repair and alter the Leased Premises in such manner
as Landlord may reasonably deem necessary or advisable, and/or let or relet the
Leased Premises or any parts thereof for the whole or any part of the remainder
of the Lease Term hereof or for a longer period, in Landlord's name or as agent
of Tenant, and out of any rental collected or received as a result of such
letting or reletting Landlord shall (i) pay to itself the reasonable cost and
expense of retaking, repossessing, repairing and/or altering the Leased
Premises, and the reasonable cost and expense of removing all personal property
therefrom; (ii) pay to itself the reasonable cost and expense sustained in
securing any new tenants and, if Landlord shall maintain and operate the Leased
Premises, the reasonable cost and expense of operating and maintaining the
Leased Premises; and (iii) pay to itself any balance remaining on account of the
liability of Tenant to Landlord. No reentry by Landlord shall absolve or
discharge Tenant from liability hereunder.
(D) Landlord may xxx for injunctive relief or to recover damages for any
loss resulting from the breach.
Section 13.03. Suit Prior to Expiration. Suit or suits for the recovery of
-------------------------
any deficiency or damages, or for a sum equal to any installment or installments
of Rental and other charges hereunder, may be brought by Landlord, from time to
time at Landlord's election, and nothing herein contained shall be deemed to
require Landlord to await the date whereon this Lease or the term hereof would
have expired by its term had there been no such default by Tenant or
termination.
Section 13.04. Reinstatement. No receipt of monies by Landlord from Tenant
--------------
after termination of this Lease, or after the giving of any notice of
termination of this Lease, shall
-21-
reinstate, continue, or extend the Lease Term or affect any notice given to
Tenant, or operate as a waiver of the right of Landlord to enforce the payment
of Rental and other sum or sums of money and other charges herein reserved and
agreed to be paid by Tenant then due or thereafter falling due, or operate as a
waiver of the right of Landlord to recover possession of the Leased Premises by
proper remedy, except as herein otherwise expressly provided, it being agreed
that after the service of notice to terminate this Lease or the commencement of
suit or summary proceedings, or after final order or judgment for the possession
of the Leased Premises, Landlord may demand, receive, and collect any moneys due
or thereafter falling due without in any matter effecting such money collected
being deemed payments on account of the use and occupation of said Leased
Premises, or at the election of Landlord, on account of Tenant's liability
hereunder.
Section 13.05. Default by Landlord and Remedies of Tenant. It shall be a
-------------------------------------------
default under and breach of this Lease by Landlord if it shall fail to perform
or observe any term, condition, covenant or obligation required to be performed
or observed by it under this Lease for a period of thirty (30) days after notice
thereof from Tenant; provided, however, that if the term, condition, covenant or
obligation to be performed by Landlord is of such nature that the same cannot
reasonably be performed within such thirty-day period, such default shall be
deemed to have been cured if Landlord commences such performance within said
thirty-day period and thereafter diligently undertakes to complete the same and
completes the same within a reasonable period. Tenant may pursue all remedies
available to it at law or in equity.
Section 13.06. Cumulative Remedies. Each right and remedy provided for in
--------------------
this Lease shall be cumulative and shall be in addition to every other right and
remedy provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise
of any one or more of the right or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise.
Section 13.07. Non-Waiver of Defaults. The failure or delay by either party
-----------------------
hereto to exercise or enforce at any time any of the rights or remedies or other
provisions of this Lease shall not be construed to be a waiver thereof, nor
affect the validity of any part of this Lease or the right of either party
thereafter to exercise or enforce each and every such right or remedy or other
provision. No waiver of any default and breach of the Lease shall be deemed to
be a waiver of any other default and breach. The receipt by Landlord of less
than the full rent due shall not be construed to be other than a payment on
account of rent then due, nor shall any statement on Tenant's check or any
letter accompanying Tenant's check be deemed an accord and satisfaction, and
Landlord may accept such payment without prejudice to Landlord's right to
recover the balance of the rent due or to pursue any other remedies provided in
this Lease. No act or omission by Landlord or its employees or agents during the
Lease Term shall be deemed an acceptance of a surrender of the Leased Premises,
and no agreement to accept such a surrender shall be valid unless in writing and
signed by Landlord.
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Section 13.08. Landlord's Liability upon Sale or Transfer. If Landlord
-------------------------------------------
shall fail to perform or observe any term, condition, covenant or obligation
required to be performed or observed by it under this Lease and if Tenant shall,
as a consequence thereof, recover a money judgment against Landlord, Tenant
agrees that it shall look solely to Landlord's right, title and interest in and
to the Building for the collection of such judgment; and Tenant further agrees
that no other assets of Landlord shall be subject to levy, execution or other
process for the satisfaction of Tenant's judgment and that Landlord shall not be
liable for any deficiency.
The references to "Landlord" in this Lease shall be limited to mean and
include only the owner or owners, at the time, of the fee simple interest in the
Building. In the event of a sale or transfer of such interest (except a mortgage
or other transfer as security for a debt), the "Landlord" named herein, or, in
the case of a subsequent transfer, the transferor, shall, after the date of such
transfer, be automatically released from all personal liability for the
performance or observance of any term, condition, covenant or obligation
required to be performed or observed by Landlord hereunder; and the transferee
shall be deemed to have assumed all of such terms, conditions, covenants and
obligations.
Section 13.09. Transfer upon Termination. In the event of a termination
--------------------------
of this Lease by reason of default or breach by Tenant hereunder: (i) all
unexpired insurance premiums, all deposits theretofore made by Tenant with
utility companies and all rights of Tenant under all insurance policies shall be
deemed to be assigned to and transferred to Landlord; and (ii) Tenant shall
deliver and assign to Landlord all leases of subtenants, and concession,
license, and occupancy agreements and all security deposits and advance rents
then held by Tenant with respect to any and all subleases upon the assumption by
Landlord of the obligation to apply all such security deposits and advance rents
held by Landlord in accordance with such subleases, and concession, license, and
occupancy agreements.
Section 13.10. Attorneys' Fees and Costs. In the event either party
--------------------------
defaults in the performance or observance of any of the terms, conditions,
covenants or obligations contained in this Lease and the other party employs
attorneys to enforce all or part of this Lease, to collect any rent due or to
become due or recover possession of the Leased Premises, the defaulting party
agrees to reimburse the non-defaulting party for all reasonable attorneys' fees
incurred thereby, whether or not suit has actually been filed. The defaulting
party shall also pay the non-defaulting party all reasonable costs and expenses,
other than attorneys' fees, incurred in the enforcement of any of the terms,
conditions, covenants or obligations contained in this Lease. All the sums paid
or obligations incurred by the non-defaulting party together with interest and
costs shall be paid by the defaulting party to the non-defaulting party ten (10)
days after the rendition of any xxxx or statement therefor.
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ARTICLE 14
Notices
Section 14.01. Notices. All notices and demands which may or are required
--------
to be given by either party to the other hereunder shall be in writing and shall
be sent by hand delivery, telefax or United States certified or registered mail,
postage prepaid, addressed as specified in Item M, Section 1.02 of this Lease,
or to such other firm or to such other place as the Landlord or Tenant may from
time to time designate in writing. Notice by hand delivery or facsimile
transmission shall be deemed to be received upon receipt. Notices sent by mail
shall be deemed received three (3) business days after mailing.
Section 14.02. Place of Payment. All Rental and other payment required to
-----------------
be made by Tenant to Landlord shall be delivered, or mailed to Landlord at the
address as Specified in Item M, Section 1.02 of this Lease, and such payments
shall be deemed made when received by Landlord.
ARTICLE 15
Miscellaneous Provisions
Section 15.01. Condition of Premises. Tenant acknowledges that neither
----------------------
Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Leased Premises or the Building or with respect to the
suitability or condition of any part of the Building for the conduct of Tenant's
business except as provided in this Lease.
Section 15.02. Common Areas. The term "Common Areas", as used in this
-------------
Lease, refers to the areas of the Building and the land described in Exhibit A
---------
which are designed for use in common by all tenants of the Building and their
respective employees, agents, customers, invitees and others, and includes, by
way of illustration and not limitation, entrances and exits, hallways and
stairwells, elevators, restrooms, sidewalks, driveways, parking areas,
landscaped areas and other areas as may be designated by Landlord as part of the
Common Areas of the building. Tenant shall have the non-exclusive right, in
common with others, to the use of the Common Areas, subject to such reasonable,
non-discriminatory rules and regulations as may be adopted by Landlord including
those set forth in Section 3.02 and Exhibit C of this Lease.
---------
Section 15.03. Quiet Enjoyment. If Tenant shall perform all of the
----------------
covenants and agreements herein required to be performed by Tenant, Tenant
shall, subject to the terms of this Lease, at all times during the Lease Term,
have peaceful and quiet enjoyment of the Leased Premises.
Section 15.04. Choice of Law. This Lease shall be governed by and
--------------
construed pursuant to the laws of the State of Indiana.
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Section 15.05. Venue. Tenant agrees that the venue of any action arising
------
between the parties to this Lease shall be in the County wherein the Leased
Premises are located, and that the Federal jurisdiction shall be in the district
wherein the Leased Premises are located, and each party hereby waives any claims
of preferred venue under the Federal or Indiana Trial Rules, or any claim of a
more convenient forum.
Section 15.06. Successors and Assigns. Except as otherwise provided in
-----------------------
this Lease, all of the covenants, conditions and provisions of this Lease shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.
Section 15.07. Time. Time is of the essence of this Lease and each and
-----
all of its provisions.
Section 15.08. Defined Terms and Marginal Headings. The words "Landlord"
------------------------------------
and "Tenant" as used herein shall include the plural as well as the singular. If
more than one person is named as Tenant, the obligations of such persons are
joint and several. The marginal headings and titles to the articles of this
Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation any part hereof.
Section 15.09. Entire Agreement; Amendments. This Lease contains all of
-----------------------------
the agreements of the parties hereto with respect to any matter covered or
mentioned in this Lease, and no prior agreement, understanding or representation
pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be amended or added to except by an agreement in writing
signed by the parties hereto or their respective successors in interest.
Section 15.10. Severability of Invalid Provisions. If any provisions of
-----------------------------------
this Lease shall be held to be invalid, void or unenforceable, the remaining
provisions hereof shall not be affected or impaired, and such remaining
provisions shall remain in full force and effect.
Section 15.11. Estoppel Certificate. Tenant shall, within ten (10)
---------------------
business days following receipt of a written request from Landlord, execute,
acknowledge and deliver to Landlord or to any lender, purchaser or prospective
lender or purchaser designated by Landlord, a statement in such form as Landlord
may reasonably request, certifying (i) that this Lease is in full force and
effect and unmodified (or, if modified, stating the nature of such
modification), (ii) the date to which rent has been paid, and (iii) that there
are not, to Tenant's knowledge, any uncured defaults (or specifying such
defaults if any are claimed). Tenant's failure to deliver such statement within
such period shall be conclusive upon Tenant that this Lease is in full force and
effect and unmodified, and that there are no uncured defaults in Landlord's
performance hereunder.
Section 15.12. Force Majeure. Either party shall be excused for the
--------------
period of any delay in the performance of any obligation hereunder when such
delay is occasioned by causes beyond
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its control, including, but not limited to, war, invasion or hostility; work
stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment,
labor or energy; man-made or natural casualties; unusual weather conditions;
acts or omissions of governmental or political bodies; or civil disturbances or
riots.
Section 15.13. Authority. The individual or individuals executing this
----------
Lease warrant their capacity and authority to execute this Lease on behalf of
their respective companies.
Section 15.14. Memorandum of Lease. The parties hereto shall not record
--------------------
this Lease, but each party shall execute upon the request of the other a
"memorandum of lease" suitable for recording.
Section 15.15. Reciprocal Covenant on Notification of ADA Violations.
-----------------------------------------------------
Within ten (10) business days after receipt, Landlord and Tenant shall advise
the other party in writing and provide the other with copies of (as applicable)
any notices alleging violation of the Americans with Disabilities Act of 1990
("ADA") relating to any portion of the Building, Common Areas or the Leased
Premises; any claims made or threatened in writing regarding noncompliance with
the ADA and relating to any portion of the Building, Common Areas or the Leased
Premises; or any governmental or regulatory actions or investigations instituted
or threatened regarding noncompliance with the ADA and relating to any portion
of the Building, Common Areas or the Leased Premises.
Section 15.16. Sorting and Separation of Refuse and Trash. Tenant
------------------------------------------
covenants and agrees, as its sole cost and expense, to comply with all present
and future laws, orders and regulations of all state, federal, municipal and
local governments, departments, commissions and boards regarding the collection,
sorting, separation and recycling of waste products, garbage, refuse and trash.
Landlord reserves the right to refuse to collect or accept from Tenant any waste
products, garbage, refuse or trash that is not separated and sorted as required
by law, and to require that Tenant arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Landlord. Tenant shall
pay all costs, expenses, fines, penalties or damages that may be imposed on
Landlord or Tenant by reason of Tenant's failure to comply with the provisions
of this paragraph and, at Tenant's sole cost and expense, shall indemnify,
defend and hold Landlord harmless (including legal fees and expenses) from and
against any actions, claims and suits arising from such noncompliance, utilizing
counsel reasonably satisfactory to Landlord.
Section 15.17. Hazardous Waste. (a) The term "Hazardous Substances", as
----------------
used in this Lease shall mean pollutants, contaminants, toxic or hazardous
wastes, or any other substances, the use and/or the removal of which is required
or the use of which is restricted, prohibited or penalized by any "Environmental
Law", which term shall mean any federal, state or local law, ordinance or other
statute of a governmental or quasi-governmental authority relating to pollution
or protection of the environment and applicable to the Building, Common Areas
and the Leased Premises. Tenant hereby agrees that (i) no activity will be
conducted on the Leased Premises by
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Tenant that will produce any Hazardous Substance, except for such activities
that are part of the ordinary course of Tenant's business activities (the
"Permitted Activities") provided said Permitted Activities are conducted in
accordance with all Environmental Laws and have been approved in advance in
writing by Landlord; (ii) Tenant shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency; (iii) the Leased Premises will not be used in any manner
for the storage of any Hazardous Substances except for the temporary storage of
such materials that are used in the ordinary course of Tenant's business (the
"Permitted Materials") provided such Permitted Materials are properly stored in
a manner and location meeting all Environmental Laws; and (iv) Tenant will not
permit any Hazardous Substances to be brought onto the Leased Premises, except
for the Permitted Materials described above, and if so brought or found located
thereon, the same shall be immediately removed, with proper disposal, and all
required cleanup procedures shall be diligently undertaken pursuant to all
Environmental Laws.
(b) During the Lease Term, Tenant shall promptly provide Landlord with
copies of all summons, citations, directives, information inquiries or requests,
notices of potential responsibility, notices of violation or deficiency, orders
or decrees, claims, complaints, investigations, judgments, letters, notice of
environmental liens, and other communications, written or oral, actual or
threatened, from the United States Environmental Protection Agency, Occupational
Safety and Health Administration, the State of Indiana Environmental Protection
Agency or other federal, state, or local agency or authority, or any other
entity or individual, concerning (i) any Hazardous Substance and the Leased
Premises, (ii) the imposition of any related lien on the Leased Premises, or
(iii) any alleged violation of or responsibility under any Environmental Law.
(c) Without limiting in any way Tenant's obligations under any other
provision of this Lease, Tenant and its successors and assigns shall indemnify,
protect, defend and hold Landlord, its partners, officers, directors,
shareholders, employees, agents, lenders, contractors and each of their
respective successors and assigns harmless from any and all claims, judgments,
damages, penalties, enforcement actions, taxes, fines, remedial actions,
liabilities, losses, costs and expenses (including, without limitation,
reasonable attorneys' fees, litigation, arbitration and administrative
proceeding costs, expert and consultant fees and laboratory costs) including,
without limitation, damages arising out of the diminution in the value of the
Leased Premises or Building or any portion thereof, damages for the loss of the
Leased Premises or Building, damages arising from any adverse impact on the
marketing of space in the Leased Premises or Building, and sums paid in
settlement of claims, which arise during or after the Term, in whole or in part,
as a result of the presence or suspected presence of any Hazardous Substances,
in, on, under, from or about the Leased Premises or the Building and/or other
adjacent properties due to the activities, or failures to act (including,
without limitation, Tenant's failure to report any spill or release to the
appropriate regulatory agencies) of Tenant or its agents, employees,
contractors, shareholders, partners, invitees, subtenants or assignees, on or
about the Leased Premises or Building.
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(d) Without limiting in any way Landlord's obligations under any other
provision of this Lease, Landlord and its successors and assigns shall
indemnify, protect, defend and hold Tenant, its partners, officers, directors,
shareholders, employees, agents, lenders, contractors and each of their
respective successors and assigns harmless from any and all claims, judgments,
damages, penalties, enforcement actions, taxes, fines remedial actions,
liabilities, losses, costs and expenses (including, without limitation,
reasonable attorneys' fees, litigation, arbitration and administrative
proceeding costs, expert and consultant fees and laboratory costs) and sums paid
in settlement of claims, which arise during or after the Term, in whole or in
part, as a result of the presence or suspected presence of any Hazardous
Substances, in, on, under, from or about the Leased Premises or the Building
and/or other adjacent properties due to the activities, or failures to act
(including, without limitation, Landlord's failure to report any spill or
release to the appropriate regulatory agencies) of Landlord or its agents,
employees, contractors, shareholders, partners, invitees, tenants (other than
Tenant) or assigns, on or about the Leased Premises or Building.
ARTICLE 16
Additional Provisions
Section 16.01 Refurbishment Allowance. Provided Tenant is not then in
------------------------
default, Landlord shall provide Tenant with $8.75 per square foot at the end of
year seven (7) of the Lease Term for the purpose of refurbishing the Leased
Premises ("Tenant Refurbishment Allowance"). Such amount shall be paid to Tenant
within thirty (30) days of Landlord's receipt of paid invoices in respect to
work on the Leased Premises, approved under Section 6.03, if applicable.
Section 16.02. Reserved Parking. Seven (7) spaces, designated as numbers
-----------------
1 through 7.
Section 16.03 Exterior Signage. Tenant shall be permitted to maintain
-----------------
exterior signage as it appears on the front (west face) of the Building on the
date of execution, subject to compliance with existing government regulations.
Not more than two (2) additional exterior signs shall be placed on Building, one
on the north face of the Building and one on the south face of the Building,
without Tenant's prior written approval which Tenant may withhold for any
reason. Landlord furthermore agrees not to enter or disturb the office of
Xxxxxxx X. Xxxxxxx, during normal working hours or otherwise, for any purpose
including, but not limited to, installing or maintaining exterior signage
without Tenant's prior written approval which Tenant may not unreasonably
withhold.
Section 16.04. Option to Renew. Provided Tenant is not in material
----------------
default of any of the terms, covenants and conditions hereof at the time such
option is exercised, Tenant shall have two (2) five (5) year options to extend
the term of this Lease. Such extensions of the original term of this Lease shall
be under the same terms and conditions as provided for in the original Lease
except for this paragraph, and except that the Rental during the extension term
shall be the net fair market value (taking into account tenant improvement
allowances, expense stops, free rent or other
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concessions, and cost of Rental including commissions) in effect for comparable
facilities existing in Indianapolis, Indiana. Notice of the Tenant's intention
to exercise the option must be given to Landlord, in writing, at least twelve
(12) months but not more than eighteen (18) months prior to the expiration of
either the original term or the first renewal term of this Lease. If, within
ninety (90) days following notification by Tenant that Tenant wishes to renew,
Landlord and Tenant are unable to agree upon a fair market rental rate for the
renewal term in question, then the rent shall be determined as follows: Landlord
and Tenant shall each select, at their own cost and expense, an independent,
certified Appraiser familiar with commercial rental rates in the Indianapolis
metropolitan area. The two Appraisers so chosen shall each use their good faith
and judgment to agree upon a fair market rental for the Leased Premises during
the renewal period in question. If they are unable to agree within thirty (30)
days of their appointment, then a third Appraiser, having similar
qualifications, shall be chosen by the first two Appraisers. The third Appraiser
shall then select from the fair market values submitted by the other two
Appraisers, the value of which the third Appraiser deems to more closely
represent the fair market value. The fair market value selected by the third
Appraiser shall be the rent for the five year term of the option to renew being
exercised by Tenant.
Section 16.05. Right of First Refusal. Provided Tenant is not in material
-----------------------
default of any of the terms, covenants and conditions hereof at the time such
option is exercised, Tenant shall have the Right of First Refusal to lease
additional space throughout the entire Building subject only to the prior and
existing rights of (a) X.X. Xxxxxx & Associates as to the first and second
floors of the Building, and (b) Interactive Intelligence as to the second floor
of the Building until on or about March 1, 2002, or 36 months following the
Actual Commencement Date of the Interactive Intelligence lease when the prior
rights of Interactive Intelligence expire.
Right of First Refusal process shall be structured as follows: Upon receipt
of a bona fide, acceptable Letter of Intent from a third party, Landlord will
inform Tenant in writing of said offer. Tenant shall then have five (5) business
days after receipt of Landlord's notification in which to enter into a firm
agreement with Landlord to lease this space on the same terms and conditions to
which the third party has agreed, provided that the term of any such expansion
lease would be coterminous herewith. This would include rental rate, interior
finish and the amount of space included in the Letter of Intent. In the event
Tenant fails to exercise its right of first refusal within the time period
provided herein, Tenant shall have no further right of first refusal as to such
Letter of Intent.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
day and year first written above.
TENANT: LANDLORD:
------ --------
BINDLEY WESTERN INDUSTRIES, INC. COLLEGE PARK PLAZA, LLC
BY: /s/ Xxxxx X. Xxxxx BY: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------- ------------------------------
PRINTED: Xxxxx X. Xxxxx PRINTED: Xxxxxxx X. Xxxxxxxxx
---------------------------- -------------------------
TITLE: Asso. Gen. Counsel & Ass't. TITLE: Vice President
------------------------------ ---------------------------
Sec'y.
------------------------------
DATE: April 26, 1999 DATE: April 27, 1999
------------------------------ ---------------------------
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EXHIBIT A
Block 22 in "College Park West" the Plat of which was recorded September 20,
1971 as Instrument No. 71-50458 in the Office of the Recorder of Xxxxxx County,
Indiana.
Also a part of Block 251 in College Park West, an Addition in Xxxxxx County,
Indiana, as per plat thereof recorded September 20, 1971 as Instrument No. 71-
50458, in the Office of the Recorder of Xxxxxx County, Indiana, more
particularly described as follows:
Beginning at the Northwest corner of said Block 251, said point being on the
East right of way line of Purdue Road and also on the South line of Block 22
(the "Point of Beginning"); thence South 18 degrees 50 minutes 00 seconds East
along the West line of said Block 251 and East right of way line of Purdue Road,
74.90 feet; thence North 71 degrees 10 minutes 00 seconds East 219.59 feet, to a
point which is the Southeast corner of Block 22 in College Park West, the Plat
of which was recorded September 20, 1971 as Instrument No. 71-50458, in the
Office of the Recorder of Xxxxxx County, Indiana; thence West along the said
South line of Block 22 a distance of 232.01 feet to the Point of Beginning.
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