EXHIBIT 10(VI)
LEASE AGREEMENT
THIS AGREEMENT made this 20th day of June, 1991 between ENTERPRISE PROPERTIES,
INC., an Illinois Corporation, located at 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxx 00000, (hereinafter called the "Landlord"), and, United
Financial Mortgage Corp. a (an) Illinois Corporation having an office at 000
Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 (hereinafter called the
"Tenant").
In consideration of the rents, covenants and agreements hereinafter contained,
the Landlord and Tenant hereby agree as follows:
LEASED PREMISES
LEASED PREMISES: The Landlord does demise and lease to the Tenant the premises
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(the "Leased Premises") located in a building (the "Building") having a
municipal address of 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxx, and known as 000
Xxxxxxxxxx Xxxxx (the Leased Premises, the Building, together with the lands
and property, present and future improvements, additions and changes thereto
being herein called the "Property"), the Leased Premises consisting of
approximately three thousand one hundred twenty-five (3,125) square feet on the
2nd floor, excluding the exterior surfaces of the exterior walls of the Leased
Premises.
TERM
TERM: TO HAVE AND TO HOLD the Leased Premises for and during the term of five
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year(s) (the "Term") to be computed from the 1st day of September, 1991, and to
be fully complete and ended on the 31st day of August, 1996 unless otherwise
terminated.
DELAY IN OCCUPANCY: If the Leased Premises or any part thereof are not ready for
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occupancy on the date of commencement of the Term, no part of the "Rent" (as
hereinafter defined) or only a proportionate part thereof, in the event that the
Tenant shall occupy a part of the Leased Premises, shall be payable for the
period prior to the date when the entire Leased Premises are ready for occupancy
and the full Rent shall accrue only after such last mentioned date. The Tenant
agrees to accept any such abatement of Rent in full settlement of all claims
which the Tenant might otherwise have by reason of the Leased Premises not being
ready for occupancy on the date of commencement of the Term, provided that when
the Landlord has completed construction of such part of the Leased Premises as
it is obliged hereunder to construct, the Tenant shall not be entitled to any
abatement of Rent for any delay in occupancy due to the Tenant's failure or
delay to provide plans or to complete any special installations or other work
required for its purposes or due to any other reason, nor shall the Tenant be
entitled to any abatement of Rent for any delay in occupancy if the Landlord has
been unable to complete construction of the Leased Premises by reason of such
failure or delay by reason of such failure or delay by the Tenant. A certificate
of the Landlord as to the date the Leased Premises were ready for occupancy and
such construction as the Landlord is obliged to complete is substantially
completed, or as to the date upon which the same would have been ready for
occupancy and completed respectively but for the failure or delay of the Tenant,
shall be conclusive and binding on the Tenant and
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Rent in full shall accrue and become payable from the date set out in the said
certificate. Notwithstanding any delay in occupancy, the expiration date of this
Lease shall remain unchanged.
OVERHOLDING: If at the expiration of the Term or sooner termination hereof, the
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Tenant shall remain in possession without any further written agreement or in
circumstances where a tenancy would thereby be created by implication of law or
otherwise, a tenancy from year to year shall not be created by implication of
law or otherwise, but the Tenant shall be deemed to be a monthly tenant only, at
double "Basic Rent" (as hereinafter defined) payable monthly in advance plus
"Additional Rent" (as hereinafter defined) and otherwise upon and subject to
the same terms and conditions as herein contained, excepting provisions for
renewal (if any) and leasehold improvement allowance (if any), contained herein,
and nothing, including the acceptance of any Rent by the Landlord, for periods
other than monthly periods, shall extend this Lease to the contrary except an
agreement in writing between the Landlord and the Tenant and the Tenant hereby
authorizes the Landlord to apply any moneys received from the Tenant in payment
of such monthly Rent.
RENT
BASIC RENT: The Tenant shall without deduction or right of offset Pay to the
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Landlord yearly and every year during the Term as rental (herein called "Basic
Rent"), the sum of Twenty-Nine Thousand Six Hundred Eighty-Seven and 40/100
Dollars ($29,687.40) of lawful money of the jurisdiction in which the Leased
Premises are located, in equal monthly installments of Two Thousand Four Hundred
Seventy-Three and 95/100 Dollars ($2,473.95) each in advance on the first day of
each month during the Term, the first payment to be made on the first day of
September 1991. ($9.50/x.x. xxxxx)
BASIC RENT INCREASES:
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YEAR 2: $32,812.44 per year ($2,734.37 per month) ($10.50/s.f.)
YEAR 3: $35,156.16 per year ($2,929.68 per month) ($11.25/s.f.)
YEAR 4: $36,718.68 per year ($3,059.89 per month) ($11.75/s.f.)
YEAR 5: $38,281.20 per year ($3,190.10 per month) ($12.25/s.f.)
Tenant may renew this lease for another 5 years at 5% increase per year.
ADDITIONAL RENT: The Tenant shall, without deduction or right of offset pay to
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the Landlord yearly and every year during the Term as additional rental (herein
called "Additional Rent")
(a) the amounts of any Taxes payable by the Tenant to the Landlord pursuant
to the provisions of Schedule A attached hereto; and
(b) the amounts required to be paid to the Landlord pursuant to the provisions
of Schedule B attached hereto.
PAYMENT ADDITIONAL RENT: Additional Rent shall be paid and adjusted with
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reference to a fiscal period of twelve (12) calendar months ("Fiscal Period"),
which shall be a calendar year unless the Landlord shall from time to time have
selected a Fiscal Period which is not a calendar year by written notice to the
Tenant.
The Landlord shall advise the Tenant in writing of its estimate of the
Additional Rent to be payable by the Tenant during the Fiscal Period (or broken
portion of the Fiscal Period, as the case may be, if applicable at the
commencement or end of the Term of because of a change in Fiscal Period) which
commenced upon the commencement date of the Term and for each succeeding Fiscal
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Period or broken portion thereof which commences during the Term. Such estimate
shall in every case be a reasonable estimate and, if requested by the Tenant,
shall be accompanied by reasonable particulars of the manner in which it was
calculated. The Additional Rent payable by the Tenant shall be paid in equal
monthly installments in advance at the same time as payment of Basic Rent is due
hereunder based on the Landlord's estimate as aforesaid. From time to time, the
Landlord may re-estimate, on a reasonable basis, the amount of Additional Rent
for any Fiscal Period or broken portion thereof, in which case the Landlord
shall advise the Tenant in writing of such re-estimate, and fix new equal
monthly installments for the remaning balance of such Fiscal Period or Broken
portion thereof. After the end of each such Fiscal Period or broken portion
thereof the Landlord shall submit to the Tenant a statement of the actual
Additional Rent Payable in respect of such Fiscal Period or broken portion
thereof and a calculation of the amounts by which the Additional Rent Payable by
the Tenant exceeds or is less than (as the case may be) the aggregate
installments paid by the Tenant on account of Additional Rent for such Fiscal
Period.
Within thirty (30) days after the submission of such statement either the Tenant
shall pay to the Landlord any amount by which the amount found payable by the
Tenant with respect to such Fiscal Period or broken portion thereof exceeds the
aggregate of the monthly payments made by it on account thereof during such
Fiscal Period or broken portion thereof, or the Landlord shall pay to the Tenant
any amount by which the amount found payable as aforesaid is less than the
aggregate of such monthly payments.
ACCRUAL OF RENT: Basic Rent and Additional Rent (herein collectively called
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"Rent") shall be considered as accruing from day to day, and Rent for an
irregular period of less than one year or less than one calendar month shall be
apportioned and adjusted by the Landlord for the Fiscal Periods of the Landlord
in which the tenancy created hereby commences and expires. Where the calculation
of Additional Rent for a period cannot be made until after the termination of
this Lease, the obligation of the Tenant to pay Additional Rent shall survive
the termination hereof and Additional Rent for such period shall be payable by
the Tenant upon demand by the Landlord. If the Term commences or expires on any
day other than the first of the last day of a month, Rent for such fraction of a
month shall be apportioned and adjusted as aforesaid and paid by the Tenant on
the commencement date of the Term.
RECOVERY OF RENT: Rent and any other amounts required to be paid by the Tenant
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to the Landlord under this Lease shall be deemed to be and be treated as rent
and payable and recoverable as rent, and the Landlord shall have all rights
against the Tenant for default in any payment of rent and other amounts as in
the case of arrears in rent.
LIMITATIONS: The information set out in statements, documents or other writings
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setting out the amount of Additional Rent submitted to the Tenant under or
pursuant to this Lease shall be binding on the Tenant and deemed to be accepted
by it and shall not be subject to amendment for any reason unless the Tenant
gives written notice to the Landlord within sixty (60) days of the Landlord's
submission of such statement, document, or writing identifying the statement,
document, or writing and setting out in reasonable detail the reason why such
statement, document or writing should not be binding on the Tenant.
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SECURITY DEPOSIT
SECURITY DEPOSIT: The Tenant shall pay to the Landlord on execution of this
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Lease by the Tenant the sum of Two thousand four hundred seventy-three Dollars
and ninety-five cents ($2,473.95) as a deposit to the Landlord to stand as
security for the payment by the Tenant of any and all present and future debts
and liabilities of the Tenant to the Landlord and for the performance by the
Tenant of all of its obligations arising under or in connection with this Lease
(the "Debts, Liabilities and Obligations"). The Landlord shall not be required
to keep the deposit separate form its general funds. In the event of the
Landlord disposing of its interest in this Lease, the Landlord shall credit the
deposit to its successor and thereupon shall have no liability to the Tenant to
repay the security deposit to the Tenant. Subject to the foregoing and to the
Tenant not being in default under this Lease, the Landlord shall repay the
security deposit to the Tenant without interest at the end of the Term or sooner
termination of the Lease provided that all Debts, Liabilities and Obligations of
the Tenant to the Landlord are paid and performed in full, failing which the
Landlord may on notice to the Tenant elect to retain the security deposit and to
apply it in reduction of the Debts, Liabilities and Obligations and the Tenant
shall remain fully liable to the Landlord for payment and performance of the
remaining Debts, Liabilities and Obligations.
GENERAL COVENANTS
LANDLORD'S COVENANT: The Landlord covenants with the Tenant:
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(a) for quiet enjoyment; and
(b) to observe and perform all the covenants and obligations of the Landlord
herein.
TENANTS' COVENANT: The Tenant covenants with the Landlord:
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(a) to pay Rent; and
(b) to observe and perform all the covenants and obligations of the Tenant
herein.
USE AND OCCUPANCY
The Tenant covenants with the Landlord:
USE: Not to use the Leased Premises for any purpose other than an office for the
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conduct of Tenant's business which is management and operation of a mortgage
banking firm and other business as needed.
WASTE, NUISANCE, ETC.: Not to commit, or permit, any waste, injury or damage to
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the property including the Leasehold Improvements and any trade fixtures
therein, any loading of the floors thereof in excess of maximum degree of
loading as determined by the Landlord acting reasonably, any nuisance therein or
any use or manner of use causing annoyance to other tenants occupants of the
Property or to the Landlord;
INSURANCE RISKS: Not to do, omit or permit to be done or omitted to be done upon
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the Property anything which would cause to be increased the Landlord's cost of
insurance or the costs of insurance of another tenant of the Property against
perils as to which the Landlord or such other tenant has insured or which shall
cause any policy of insurance on the Property to be subject to cancellation;
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COMPLIANCE WITH LAW: To comply at its own expense with all governmental laws,
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regulations and requirements pertaining to the occupation and use of the Leased
premises, the condition of the Leasehold Improvements, trade fixtures, furniture
and equipment installed by or on behalf of the Tenant therein and the making by
the Tenant of any repairs, changes or improvements therein;
RULES AND REGULATIONS: To observe and perform, and to cause its employees,
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invitees and others over whom the Tenant can reasonably be expected to exercise
control to observe and perform, the Rules and Regulations contained in Schedule
"E" hereto, and such further and other reasonable rules and regulations and
amendments and additions therein as may hereafter be made by the Landlord and
notified in writing to the Tenant, except that no change or addition may be made
that is inconsistent with this Lease unless as may be required by governmental
regulation or unless the Tenant consents thereto. The imposition of such Rules
and Regulations shall not create or imply any obligation of the Landlord to
enforce them or create any liability of the Landlord for their non-enforcement
or otherwise.
ASSIGNMENT AND SUB-LETTING
NO ASSIGNMENT AND SUB-LETTING: The Tenant covenants that it will not assign this
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Lease or sub-let the Leased Premises in whole or in part without the prior
written consent of the Landlord, which consent the Landlord covenants not to
without unreasonably (i) as to any assignee or sub-lessee who is in a
satisfactory financial condition, agrees to use the Leased Premises for those
purposed permitted hereunder, and is otherwise satisfactory to the Landlord, and
(ii) as to any portion of the Leased Premises, which, in the Landlord's sole
judgement, is a proper and rational division of the Leased Premises, subject to
the Landlord's right of termination arising under this paragraph. Without
limitation, the Tenant shall for the purpose of this paragraph be considered to
assign or sub-let in any case where it permits the Leased Premises or any
portion thereof to be, or the Leased Premises or any portion thereof are,
occupied by persons other than the Tenant, its employees and others engaged in
carrying on the business of the Tenant, whether pursuant to assignment,
sub-letting, license or other right, or where of the foregoing occurs by
operation of law.
ASSIGNMENT OR SUB-LETTING PROCEDURES: The Tenant shall not assign this Lease or
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sub-let the whole or any part of the Leased Premises unless:
(a) it shall have received or procured a bona fide written offer to take an
assignment or sub-lease which is not inconsistent with this Lease, and the
acceptance of which would not breach any provision of this Lease if this
paragraph is complied with and which the Tenant has determined to accept
subject to this paragraph being complied with, and
(b) it shall have first requested and obtained the consent in writing of the
Landlord thereto.
Any request for consent shall be writing and accompanied by a copy of the offer
certified by the Tenant to be true and complete, and the Tenant shall
furnish to the Landlord all information available to the Tenant and requested by
the Landlord as to the responsibility, financial standing and business of the
proposed assignee or sub-tenant. Notwithstanding the provisions of sub-paragraph
(a), within twenty (20) days after the receipt by the Landlord of such request
for consent and of all information which the Landlord shall have requested
hereunder, the Landlord
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shall have the right upon written notice of termination submitted to the Tenant,
if the request is to assign this Lease or sub-let the whole of the Leased
Premises, to cancel and terminate this Lease, or if the request is to sub-let a
part of the Leased Premises only, to cancel and terminate this Lease with
respect to such part, in each case as of a termination date to be stipulated in
the notice of termination which shall be not less than sixty (60) days or more
than ninety (90) days following the giving of such notice. In such event the
Tenant shall surrender the whole or part, as the case may be, of the Leased
Premises in accordance with such notice of termination and Basic Rent and
Additional Rent shall be apportioned and paid to the date of surrender and, if a
part only of the Leased is surrendered, Basic Rent and Additional Rent shall
after the date of surrender xxxxx proportionately. If such consent shall be
given the Tenant shall assign or sub-let, as the case may be, only upon the
terms set out in the offer submitted to the Landlord as aforesaid and not
otherwise.
ASSUMPTION OF OBLIGATIONS: No assignment or sub-letting of this Lease shall be
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effective unless the assignee or sub-lessee shall execute an assumption
agreement on the Landlord's form, assuming all the obligations of the Tenant
hereunder, and shall pay to the Landlord its reasonable fee for processing the
assignment or sub-letting.
TENANT'S CONTINUING OBLIGATIONS: The Tenant agrees that any consent to an
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assignment or sub-letting of this Lease or Leased Premises, shall not thereby
release the Tenant of its obligations hereunder.
REPAIR & DAMAGE
TENANT'S REPAIRS: The Tenant covenants with the Landlord to repair, maintain
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and keep at the Tenant's own cost, except insofar as the obligation to repair
rests upon the Landlord pursuant to this paragraph, the Leased Premises,
including Leasehold Improvements in good and substantial repair, reasonable wear
and tear excepted, provided that these obligations shall not extend to
structural elements or to exterior glass or to repairs which the Landlord would
be required to make under this paragraph but for the exclusion therefrom or
defects not sufficient to impair the Tenant's use of the Leased Premises while
using them in a manner consistent with this Lease. The Landlord may enter the
Leased Premises at all reasonable times and view the condition thereof and the
Tenant covenants with the Landlord to repair, maintain and keep the Leased
Premises in good and substantial repair according to notice in writing,
reasonable notice to do so, the Landlord may effect the repairs and the Tenant
shall pay the reasonable cost thereof to the Landlord on demand. The Tenant
covenants with the Landlord that the Tenant will at the expiration of the Term
or sooner termination thereof peaceably surrender the Leased Premises and
appurtenances in good and substantial repair and condition, reasonable wear and
tear excepted.
INDEMNIFICATION: If any part of the Property become out of repair, damaged or
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destroyed through the negligence of, or misuse by, the Tenant or its employees,
agents, invitees and/or their successors or assigns or others, the Tenant shall
pay the Landlord on demand the expense of repairs or replacements, including the
Landlord's reasonable administration charge thereof, necessitated by such
negligence or misuse.
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DAMAGE AND DESTRUCTION: It is agreed between the Landlord and the Tenant that:
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In the event of damage to the Property or to any part thereof, if the damage is
such that the Leased Premises or any substantial part thereof is rendered not
reasonably capable of use and occupancy by the Tenant for the purposed of its
business for any period of time in excess of ten (10) days, then
(1) unless the damage was caused by the fault or negligence of the Tenant or
its employees, agents, invitees and/or their successors or assigns or
others from the date of occurrence of the damage and until the Leased
Premises are in the sole discretion of the Landlord again reasonably
capable for use and occupancy as aforesaid, the Rent payable pursuant to
this Lease shall xxxxx from time to time in proportion to the part or parts
of the Leased Premises not reasonably capable of such use and occupancy,
and
(2) unless this Lease is terminated as hereinafter provided, the Landlord or
the Tenant as the case may be (according to the nature of the damage and
their respective obligations to repair as provided in this lease agreement)
shall repair such damage with all reasonable diligence, but to the extent
that any part of the Leased Premises is not reasonably capable of such use
and occupancy by reason of damage which the Tenant is obligated to repair
hereunder, any abatement of Rent to which the Tenant would otherwise be
entitled hereunder shall not extend later than the time by which, in the
reasonable opinion of the Landlord, repairs by the Tenant ought to have
been completed with reasonable diligence, and
If the Leased Premises are substantially damaged or destroyed by any cause other
than by Tenant or its employees, agents, invitees and/or their successors or
assigns, or others, and if in the reasonable opinion of the Landlord given in
writing within thirty (30) days of the occurrence the damage cannot reasonably
be repaired within one hundred and eighty (180) days after the occurrence
thereof, then the Lease shall terminate, in which event neither the Landlord nor
the Tenant shall be bound to repair as provided in this lease agreement, and the
Tenant shall instead deliver up possession of the Leased Premises to the
Landlord with reasonable expedition and Rent shall be apportioned and paid to
the date of the occurrence; and
If premises whether of the Tenant or other tenants of the Property comprising in
the aggregate half or more of the total number of square feet of rentable office
area in the Property or half or more of the total number of square feet of
rentable office area in the Building (as determined by the Landlord) or portions
of the Property which affect access or services essential thereto, are
substantially damaged or destroyed by any cause and if in the reasonable opinion
of the Landlord the damage cannot reasonably be repaired within one hundred and
eighty (180) days after the occurrence thereof, then the Landlord may, by
written notice to the Tenant given within thirty (30) days after the occurrence
of such damage or destruction, terminate this Lease, in which event neither the
Landlord nor the Tenant shall be bound to repair as provided in this lease
agreement, and the Tenant shall instead deliver up possession of the Leased
Premises to the Landlord with reasonable expedition but in any event within
sixty (60) days after delivery of such notice of termination, and Rent shall be
apportioned and paid to the date
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upon which possession is so delivered up (but subject to any abatement to which
the Tenant may be entitled under this lease agreement).
INSURANCE AND LIABILITY
LANDLORD'S INSURANCE: The Landlord shall take out and keep in force during the
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Term insurance with respect to the Property except for the "Leasehold
Improvements" (as hereinafter defined) in the Leased Premises. The insurance to
be maintained by the Landlord shall be in respect of perils and to amounts and
on terms and conditions which from time to time are insurable at a reasonable
premium and which are normally insured by reasonably prudent owners of
properties similar to the Property, all as from time to time determined at
reasonable intervals by insurance advisors selected by the Landlord, and whose
opinion shall be conclusive. Unless and until the insurance advisors shall state
that any such perils are not customarily insured against by owners of properties
similar to the Property, the perils to be insured against by the Landlord shall
include, without limitation, public liability, boilers and machinery, fire and
extended perils and may include at the option of the Landlord losses suffered by
the Landlord in its capacity as Landlord through business interruption. The
insurance to be maintained by the Landlord shall contain a waiver by the insurer
of any rights of subrogation or indemnity or any other claim over which the
insurer might otherwise be entitled against the Tenant or the agents or
employees of the Tenant.
TENANT'S INSURANCE: The Tenant shall take out and keep in force during the
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Term:
Comprehensive general public liability insurance all on an occurrence basis with
respect to the business carried on in or from the Leased Premises and the
Tenant's use and occupancy of the Leased Premises and of any other part of the
Property, with coverage for any one occurrence or claim of not less than Five
Hundred Thousand Dollars ($500,000) or such other amount as the Landlord may
reasonably require upon not less than one (1) month notice at any time during
the Term, which insurance shall include the Landlord as a named insured and
shall protect the Landlord in respect of claims by the Tenant as if the Landlord
were separately insured;
Insurance in respect of fire and such other perils as are from time to time in
the usual extended coverage endorsement covering the Leasehold Improvements,
trade fixtures, and the furniture and equipment in the Leased Premises for not
less than 80% of the full replacement cost thereof, and which insurance shall
include the Landlord as a named insured as the Landlord's interest may appear;
and
Insurance against such other perils and in such amounts as the Landlord may from
time to time reasonably require upon not less than ninety (90) days' written
notice, such requirement to be made on the basis that the required insurance is
customary at the time for prudent tenants of properties similar to the Property.
All insurance required to be maintained by the Tenant shall be on terms and with
insurers satisfactory to the Landlord. Each policy shall contain a waiver by the
insurer of any rights of subrogation or indemnity or any other claim over to
which the insurer might otherwise be entitled against the Landlord or the agents
or employees of the Landlord, and shall also contain an undertaking by the
insurer that no material change adverse to the Landlord or the Tenant will be
made, and the policy will not
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lapse or be canceled, except after not less than thirty (30) days' written
notice to the Landlord of the intended change, lapse or cancellation. The Tenant
shall furnish to the Landlord, if and whenever requested by it, certificates or
other evidences acceptable to the Landlord as to the insurance from time to time
effected by the Tenant and its renewal or continuation in force, together with
evidence as to the method of determination of full replacement cost of the
Tenant's Leasehold Improvements, trade fixtures, furniture and equipment, and if
the Landlord reasonably concludes that the full replacement cost has been
underestimated, the Tenant shall forthwith arrange for any consequent increase
in coverage required under this lease agreement. If the Tenant shall fail to
take out, renew and keep in force such insurance, or if the evidences submitted
to the Landlord are unacceptable to the Landlord (or no such evidences are
submitted within reasonable period after request therefore by the Landlord),
then the Landlord may give to the Tenant written notice requiring compliance
with this sub-paragraph and specifying the respects in which the Tenant is not
then in compliance with this sub-paragraph. If the Tenant does not within
forty-eight (48) hours provide appropriate evidence of compliance with this
sub-paragraph, the Landlord may (but shall not be obligated to) obtain some or
all of the additional coverage or other insurance which the Tenant shall have to
failed to obtain, without prejudice to any other rights of the Landlord under
this Lease or otherwise, and the Tenant shall pay all premiums and other
reasonable expenses incurred by the Landlord to the Landlord on demand.
LIMITATION OF LANDLORDS LIABILITY: The Tenant agrees that the Landlord shall
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not be liable for any bodily injury or death of, or loss or damage to any
property belonging to, the Tenant or its employees, invitees or licensees or any
other person in, on or about the Property unless resulting from the actual
willful misconduct or gross negligence of the Landlord or its own employees. In
no event shall the Landlord be liable for any damage which is caused by steam,
water, rain or snow or other thing which may leak into, issue or flow from any
part of the Property or from the pipes or plumbing works, including the
sprinkler system (if any) therein or from any other place or for any damage
caused by or attributable to the condition or arrangement of any electric or
other wiring or of sprinkler heads (if any) or for any damage caused by anything
done or omitted by any other tenant.
INDEMNITY OF LANDLORD: Except with respect to claims or liabilities in respect
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of any damage which is Insured Damage to the extent of the cost of repairing
such Insured Damage, the Tenant agrees to indemnify and save harmless the
Landlord in respect of:
(a) All claims for bodily injury or death, property damage or other loss damage
arising from the conduct of any work or any act or omission of the Tenant
or any assignee, subtenant, agent, employee, contractor, invitee or
licensee of the Tenant, and in respect of all costs, expenses and
liabilities incurred by the Landlord in connection with or arising out of
all such claims, including the expenses of any action or proceeding
pertaining thereto; and
(b) Any loss, cost, (including, reasonable, lawyers' fees and disbursements),
expense or damage suffered by the Landlord arising from any breach by the
Tenant of any of its covenants and obligations under this Lease.
DEFINITION OF "INSURED DAMAGE": For purposes of this Lease, "Insured Damage"
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means that part of any damage occurring to the Property of which the entire cost
of repair (or the entire cost
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of repair other than a deductible amount properly collectible by the Landlord as
part of the Additional Rent) is actually recovered by the Landlord under a
policy or policies of insurance from time to time effected by the Landlord
pursuant to this lease agreement. Where an applicable policy of insurance
contains an exclusion for damages recoverable from a third party, claims as to
which the exclusion applies shall be considered to constitute Insured Damage
only if the Landlord successfully recovers from the third party.
EVENTS OF DEFAULT AND REMEDIES
EVENTS OF DEFAULT AND REMEDIES: In the event of the happening of any one of the
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following events:
(a) The Tenant shall have failed to pay an installment of Basic Rent or of
Additional Rent or any other amount payable hereunder when due, and such
failure shall be continuing for a period of more than five (5) days after
the date such installment or amount was due;
(b) There shall be a default of or with any condition, covenant, agreement or
other obligation on the part of the Tenant to be kept, observed or
performed hereunder (other than a condition, covenant, agreement or other
obligation to pay Basic Rent, Additional Rent or any other amount of money)
and such default shall be continuing for a period of more than fifteen (15)
days after written notice by the Landlord to the Tenant specifying the
default and requiring that it discontinue;
(c) If any policy of insurance upon the Property or any part thereof from time
to time effected by the Landlord shall be canceled or about to be canceled
by the insurer by reason of the use or occupation of the Leased Premises by
the Tenant or any assignee, sub-tenant or licensee of the Tenant or anyone
permitted by the Tenant to be upon the Leased Premised and the Tenant after
receipt of notice in writing from the Landlord shall have failed to take
such immediate steps in respect of such use or occupation as shall enable
the Landlord to reinstate or avoid cancellation (as the case may be) of
such policy of insurance,
(d) The Leased Premises shall not, without the prior written consent of the
Landlord, be used by any other persons than the Tenant or its permitted
assigns or sub-tenants or for any purpose other than that for which they
were leased or occupied or by any persons whose occupancy is prohibited by
this Lease,
(e) The Leased Premises shall be vacated or abandoned, or remain unoccupied
without the prior written consent of the Landlord for fifteen (15)
consecutive days or more while capable of being occupied,
(f) The balance of the Term of this lease or any of the goods and chattels of
the Tenant located in the Leased Premises, shall at any time be seized in
execution or attachment, or
(g) The Tenant shall make any assignment for the benefit of creditors or become
bankrupt or insolvent or take the benefit of any statute for bankrupt or
insolvent debtors or, if a corporation, shall take any steps or suffer any
order to be made for its winding-up or other termination of its corporate
existence; or a trustee, receiver or receiver-manager or agent or other
like person shall be appointed of any of the assets of the Tenant,
10
The Landlord shall have the following rights and remedies all of which are
cumulative and not alternative and not to the exclusion of any other or
additional rights and remedies in law or equity available to the Landlord by
statute or otherwise:
(a) To remedy or attempt to remedy any default of the Tenant, and in so doing
to make any payments due or alleged to be due by the Tenant to third
parties and to enter upon the Leased Premises to do any work or other
things therein, and in such event all reasonable expenses of the Landlord
in remedying or attempting to remedy such default shall be payable by the
Tenant to the Landlord on demand;
(b) With respect to unpaid overdue Rent, to the payment by the Tenant of the
Rent and of interest (which said interest shall be deemed included herein
in the term "Rent") thereon at a rate equal to the lesser of three percent
(3%) above the prime commercial loan rate charged to borrowers having the
highest credit rating from time to time by the Landlord's principal bank
from the date upon which the same was due until actual payment thereof and
the maximum amount allowed under the laws of the jurisdiction in which the
Building is located;
(c) To terminate this Lease forthwith by leaving upon the Leased Premises or by
affixing to an entrance door to the Leased Premises notice terminating the
Lease and to immediately thereafter cease to furnish any services hereunder
and enter into and upon the Leased Premises or any part thereof in the name
of the whole and the same to have again, repossess and enjoy as of its
former estate, anything in this Lease contained to the contrary
notwithstanding; and
(d) To enter the Leased Premises as agent of the Tenant and as such agent to
relet them and to receive the rent therefore and as the agent of the Tenant
to take possession of any furniture or other property thereon and upon
giving ten (10) days' written notice to the Tenant to store the same at the
expense and risk of the Tenant or to sell or otherwise dispose of the same
at public or private sale without further notice and to apply the proceeds
thereof and any rent derived from reletting the Leased Premises upon
account of the Rent due and to become due under this Lease and the Tenant
shall be liable to the Landlord for the deficiency if any.
(e) To collect reimbursement(s) from Tenant for any cost or expense including
court costs, attorney's fees, etc. relative to the Tenants failure to
perform any of its obligations hereunder.
ADDITIONAL PROVISIONS
RELOCATIONS OF LEASED PREMISES: The Landlord shall have the right at any time
----------- -- ------ ---------
upon sixty (60) days' written notice (the "Notice of Relocation") to relocate
the Tenant to other premises in the Property (the "Relocated Premises") and the
following terms and conditions shall be applicable:
(a) The Relocated Premises (which term shall mean the Leased Premises after
relocation) shall contain approximately the same as, or greater rentable
area than, the Leased Premises;
(b) The Landlord shall provide at its expense leasehold improvements in the
Relocated Premises equal to the standards of the "Leasehold Improvements"
(as hereinafter defined) in the
11
Leased Premises which been completed or which the Landlord is obliged
herein to provide in the Leased Premises;
(c) The Landlord shall pay for the reasonable moving costs (if any) from the
Leased Premises to the Relocated Premises of the Tenant's trade fixtures
and furnishings;
(d) As compensation for all other costs, expenses and damages which the Tenant
may suffer or incur in connection with the relocation including disruption
and loss of business, Basic Rent and Additional Rent for the Relocated
Premises for the Period of the first one (1) month of occupancy shall
xxxxx;
(e) Basic Rent and "Tenant's Proportionate Share" (as hereinafter defined) of
Additional Rent for the Relocated Premises shall be no greater than the
Basic Rent and Tenant's Proportionate Share of Additional Rent for the
Leased Premises, notwithstanding the Relocated Premises may contain a
greater rentable area;
(f) All other terms and conditions of the Lease shall apply to the Relocated
Premises except as are inconsistent with the terms and conditions of this
sub-paragraph.
SUBORDINATION AND ATTORNMENT: This Lease and all rights of the Tenant hereunder
------------- --- ----------
are subject and subordinate to all underlying leases and charges or mortgages
now or hereafter existing (including charges and mortgages by way of debenture,
note, bond, deeds of trust and mortgage and all instruments supplemental
thereto) which may now or hereafter affect the Property or any part thereof and
to all renewals, modifications, consolidations, replacements and extensions
thereof provided the lessor, chargee or mortgagee as a tenant upon all the terms
of this Lease. The Tenant agrees to execute promptly whenever requested by the
Landlord or by the holder of any such lease, charge or mortgage an instrument of
subordination or attornment, as the case may be as may be required of it.
CERTIFICATES: The Tenant agrees that it shall promptly whenever requested by
------------
the Landlord from time to time execute and deliver to the Landlord, and if
required by the Landlord, to any lessor, chargee or mortgagee (including any
trustee) or other person designated by the Landlord, an acknowledgment in
writing as to the then status of this Lease, including as to whether it is in
full force and effect, is modified or unmodified, confirming the Basic Rent and
Additional Rent payable hereunder and the state of the accounts between Landlord
and Tenant, the existence or nonexistence of defaults, and any other matters
pertaining to this Lease as to which the Landlord shall request an
acknowledgment.
INSPECTION OF AND ACCESS TO THE LEASED PREMISES: The Landlord shall be
---------- -- --- ------ -- --- ------ --------
permitted at any time and from time to time to enter and to have its authorized
agents, employees and contractors enter the Leased Premises for the purposes of
inspection, window cleaning, maintenance, providing janitor service, making
repairs, alterations or improvements to the Leased Premises or the Property, or
to have access to utilities and services (including all ducts and access panels
(if any), which the Tenant agrees not to obstruct) and the Tenant shall provide
free and unhampered access for the purpose, and shall not be entitled to
compensation for any inconvenience, nuisance or discomfort caused thereby. The
Landlord and its authorized agents and employees shall be permitted entry to the
Leased Premises for the purpose of exhibiting them to prospective tenants. The
Landlord in exercising its rights under this paragraph shall do so to the
extent reasonably necessary so as to minimize interference with the Tenant's use
and enjoyment of the Leased Premises provided that in an emergen-
12
cy the Landlord or persons authorized by it may enter the Leased Premises
without regard to minimizing interference.
DELAY: Except as herein otherwise expressly provided, if and whenever and to
-----
the extent that either the Landlord or the Tenant shall be prevented, delayed or
restricted in the fulfillment of any obligation hereunder in respect of the
supply or provision of any service or utility, the making of any repair, the
doing of any work or any other thing (other than the payment of moneys required
to be paid by the Tenant to the Landlord hereunder) by reason of:
(a) strikes or work stoppages;
(b) being unable to obtain any material, service, utility or labor required to
fulfill such obligation;
(c) any statute, law or regulation of, or inability to obtain any permission
from any government authority having lawful jurisdiction preventing,
delaying or restricting such fulfillment; or
(d) other unavoidable occurrence,
the time for fulfillment of such obligation shall be extended during the period
in which such circumstance operates to prevent, delay or restrict the
fulfillment thereof, and the other party to this Lease shall not be entitled to
compensation for any inconvenience, nuisance or discomfort thereby occasioned,
provided that nevertheless the Landlord will use its best efforts to maintain
services essential to the use and enjoyment of the Leased Premises and provided
further that if the Landlord shall be prevented, delayed or restricted in the
fulfillment of any such obligation hereunder by reason of any of the
circumstances set out in sub-paragraphs (a), (b), (c), or (d) listed above and
to fulfill such obligation could not, in the reasonable opinion of the landlord,
be completed without substantial additions to or renovations of the Property,
the Landlord may on sixty (60) days' written notice to the Tenant terminate this
Lease.
WAIVER: If either the Landlord or the Tenant shall overlook, excuse, condone or
------
suffer any default, breach, non-observance, improper compliance or
non-compliance by the other of any obligation hereunder, this shall not operate
as a waiver of such obligation in respect of any continuing or subsequent
default, breach, or non-observance, and no such waiver shall be implied but
shall only be effective if expressed in writing.
SALE, DEMOLITION AND RENOVATION: The term "Landlord" as used in this Lease,
---- ---------- --- ----------
means only the owner for the time being of the Property, so that in the event of
any sale or sales to transfer or transfers of the Property, or the making of any
lease or lease or leases thereof, or the sale or sales or the transfer or
transfers or the assignment or assignments of any such lease or leases, previous
landlords shall be and hereby are relieved of all covenants and obligations of
Landlord hereunder. It shall be deemed and construed without further agreement
between the parties, or their successors in interest, or between the parties and
the transferee or acquirer, at any such sale, transfer of assignment, or lessee
on the making of any such lease, that the transferee, acquirer or lessee has
assumed and agreed to carry out any and all of the covenants and obligations of
Landlord hereunder to Landlord's exoneration, and Tenant shall thereafter be
bound to and shall attorn to such transferee, acquirer or lessee, as the case
may be, as Landlord under this Lease;
13
Notwithstanding anything contained in this Lease to the contrary, in the event
the Landlord intends to demolish or to renovate substantially all the Building,
then the Landlord, upon giving the Tenant one hundred and eighty (180) days'
written notice, shall have the right to terminate this Lease and this Lease
shall thereupon expire on the expiration of one hundred and eighty (180) days
from the date of the giving of such notice without compensation of any kind to
the Tenant.
PUBLIC TAKING: The Landlord and Tenant shall co-operate, each with the other,
------ ------
in respect of any Public Taking of the Leased Premises or any part thereof so
that the Tenant may receive the Maximum award to which it is entitled in law for
relocation costs and business interruption and so that the Landlord may receive
the maximum award for all other compensation arising from or relating to such
Public Taking (including all compensation for the value of the Tenant's
leasehold interest subject to the Public Taking) which shall be the property of
the Landlord, and the Tenant's rights to such compensation are hereby assigned
to the Landlord. If the whole or any part of the Leased Premises is Publicly
Taken, as between the parties hereto, their respective rights and obligations
under this Lease shall continue until the day on which the Public Taking
authority takes possession thereof. If the whole or any part of the Leased
Premises is Publicly Taken, the Landlord shall have the option, to be exercised
by written notice to the Tenant, to terminate this Lease and such termination
shall be effective on the day the Public Taking authority takes possession of
the whole or the portion of the Property Publicly Taken. Rent and all other
payments shall be adjusted as of the date of such termination and the Tenant
shall, on the date of such Public Taking, vacate the Leased Premises and
surrender the same to the Landlord, with the Landlord having the right to
reenter and repossess the Leased Premises discharged of this Leased and to
remove all persons therefrom. In this paragraph, the words "Public Taking" shall
include expropriation and condemnation and shall include a sale by the Landlord
to an authority with powers of expropriation or taking and "Publicly Taken"
shall have a corresponding meaning.
REGISTRATION OF LEASE: The Tenant agrees with the Landlord not to register this
------------ -- -----
Lease in any recording office and not to register notice of this Lease in any
form without the prior written consent of the Landlord. If such consent is
provided such notice of Lease or caveat shall be in such form as the Landlord
shall have approved and upon payment of the Landlord's reasonable fee for same
and all applicable transfer or recording taxes or charges. The Tenant shall
remove and discharge at Tenant's expense registration of such a notice or caveat
at the expiration or earlier termination of the Term, and in the event of
Tenant's failure to so remove or discharge such notice or caveat after ten (10)
days' written notice by Landlord to Tenant, the Landlord may in the name and on
behalf of the Tenant execute a discharge of such a notice or caveat in order to
remove and discharge such notice of caveat and for the purpose thereof the
Tenant hereby irrevocably constitutes and appoints any officer of the Landlord
the true and lawful attorney of the Tenant.
LEASE ENTIRE AGREEMENT: The Tenant acknowledges that there are no covenants,
----- ------ ---------
representations, warranties, agreements or conditions express or implied,
collateral or otherwise forming part of or in any way affecting or relating to
this Lease save as expressly set out in this Lease and Schedules attached hereto
and that this Lease and such Schedules constitute the entire agreement between
the Landlord and the Tenant and may not be modified except as herein explicitly
provided or except by agreement in writing executed by the Landlord and the
Tenant.
14
NOTICES: Any notice, advice, document or writing required or contemplated by
-------
any provision hereof shall be given in writing and if to the Landlord, either
delivered personally to an officer of the Landlord or mailed by prepaid mail
addressed to the Landlord at the said local office address of the Landlord shown
above, and if to the Tenant, either delivered personally to the Tenant (or to an
officer of the Tenant, if a corporation) or mailed by prepaid mail addressed to
the Tenant at the Leased Premises, or if an address of the Tenant is shown in
the description of the Tenant above, to such address. Every such notice, advice,
document or writing shall be deemed to have been given when delivered
personally, or if mailed as aforesaid, upon the fifth day after being mailed.
The Landlord may from time to time by notice in writing to the Tenant designate
another address as the address to which notices are to be mailed, to it, or
specify with greater particularity the address and persons to which such notices
are to be mailed any may require that copies of notices be sent to an agent
designated by it. The Tenant may, if an address of the Tenant is shown in the
description of the Tenant above, from time to time by notice in writing to the
Landlord, designated another address as the address to which notices are to be
mailed to it, or specify with greater particularity the address to which such
notices are to be mailed.
INTERPRETATION: In this Agreement "herein," "hereof," "hereby," "hereunder,"
--------------
"hereto," "hereinafter" and similar expressions refer to this Lease and not to
any particular paragraph, clause or other portion thereof, unless there is
something in the subject matter or context inconsistent therewith; and the
parties agree that all of the provisions of this Lease are to be construed as
covenants and agreements as through words importing such covenants and
agreements were used in each separate paragraph hereof, and that should any
provision or provisions of this Lease by illegal or not enforceable it or they
shall be considered separate and severable from the Lease and its remaining
provisions shall remain in force and be binding upon the parties hereto as
though the said provision or provisions had never been included, and further
that the captions appearing for the provisions of this Lease have been inserted
as a matter of convenience and for reference only and in no way define, limit or
enlarge the scope or meaning of this Lease or of any provision hereof.
EXTENT OF LEASE OBLIGATIONS: This Agreement and everything herein contained
------ -- ----- -----------
shall endure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors, assigns and other legal representatives,
as the case may be, of each and every of the parties hereto, subject to the
granting of consent by the Landlord to any assignment or sublease, and every
reference herein to any party hereto shall include the heirs, executors,
administrators, successors, assigns and other legal representatives of such
party, and where there is more than one tenant or there is a male or female
party the provisions hereof shall be read with all grammatical changes thereby
rendered necessary and all covenants shall be deemed joint and several.
USE AND OCCUPANCY PRIOR TO TERM: If the Tenant shall for any reason use or
--- --- --------- ----- -- ----
occupy the Leased Premises in any way prior to the commencement of the Term
without there being an existing lease between the Landlord and Tenant under
which the Tenant has occupied the Leased Premises, then during such prior use or
occupancy the Tenant shall be Tenant of the Landlord and shall be subject to the
same covenants and agreements in this Lease mutates mutandis.
15
SCHEDULES: The provisions of the following Schedules attached hereto shall form
---------
part of this Lease as if the same were embodied herein:
Schedule "A" - Taxes Payable by Landlord and Tenant
Schedule "B" - Services & Costs
Schedule "C" - Rules & Regulations
Schedule "D" - Leasehold Improvements
Schedule "E" - Option to Renew
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
DATED: 6/20/91
----------------------------
Landlord: ENTERPRISE PROPERTIES, INC.
By: [SIGNATURE ILLEGIBLE]
--------------------------------
Title: Authorized Agent
Tenant: UNITED FINANCIAL MORTGAGE CORP.
By: [SIGNATURE ILLEGIBLE]
--------------------------------
Title: President
16
SCHEDULE "A"
TAXES PAYABLE BY LANDLORD AND TENANT
TENANT'S TAXES: The Tenant covenants to pay all Tenant's Taxes, as and when the
-------- -----
same become due and payable. Where any Tenant's Taxes are payable by the
Landlord to the relevant taxing authorities, the Tenant covenants to pay the
amount thereof to the Landlord.
The Tenant covenants to pay to the Landlord the Tenant's Proportionate Share of
the excess of the amount of the Landlord's Taxes in each Fiscal Period over the
Landlord's Taxes in the "Base Year" (as hereinafter defined), if applicable, or
over the "Tax Contribution" amount (as hereinafter defined), if applicable.
The Tenant covenants to pay to the Landlord the Tenant's Proportionate Share of
the costs and expenses (including legal and other professional fees and interest
and penalties on deferred payments) incurred in good faith by the Landlord in
contesting, resisting or appealing any of the taxes.
LANDLORD'S TAXES: The Landlord covenants to pay all Landlord's Taxes subject to
---------- -----
the payments on accounts of Landlord's Taxes required to be made by the Tenant
elsewhere in this Lease. The Landlord may appeal any official assesment or the
amount of any Taxes or other taxes based on such assesment and relating to the
Property. In connection with any such appeal, the Landlord may defer payment of
any Taxes or other taxes, as the case may be, payable by it to the extent
permitted by law, and the Tenant shall co-operate with the Landlord and provide
the Landlord with all relevant information reasonably required by the Landlord
in connection with any such appeal.
SEPARATE ALLOCATION: In the event that the Landlord is unable to obtain from the
-------- ----------
taxing authorities any separate allocation of Landlord's Taxes, Tenant's Taxes
or assesment as required by the Landlord to make calculations of Additional Rent
under this Lease, such allocation shall be made by the Landlord acting
reasonably and shall be conclusive.
INFORMATION: Whenever requested by the Landlord, the Tenant shall deliver to it
-----------
receipts for payment of all the Tenant's Taxes and furnish such other
information in connection therewith as the Landlord may reasonably require.
TAX ADJUSTMENT: If the Building has not been taxed as a completed and fully
--- ----------
occupied building for any Fiscal Period, the Landlord's Taxes will be determined
by the Landlord as if the Building had been taxed as a complete and fully
occupied building for any such Fiscal period.
DEFINITION: In this Lease:
----------
"Landlord's Taxes" shall mean the aggregate of all Taxes attributable to the
Property or the Landlord in respect thereof including, without limitation, any
amounts imposed, assessed, levied or charged in substitution for or in lieu of
any such Taxes, but excluding such taxes as capital gains taxes, corporate,
income, profit or excess profit taxes to the extent such taxes are not levied in
lieu of any of the foregoing against the Property of the Landlord in respect
thereof.
1
"Taxes" shall mean all taxes, rates, duties, levies, fees, charges, local
improvement rates, capital taxes, and assessments whatsoever including fees,
rents, and levies for air rights and encroachments on or over municipal
property imposed, assessed, levied or charged by any school, municipal,
regional, state, provincial, federal, parliamentary or other body, corporation,
authority, agency or commission provided that any such local improvements rate,
assessed and paid prior to or in the Base Year shall be excluded from the Base
Year and any year during the Term and provided further that "Taxes" shall not
include any special utility, levies, fees or charges imposed, assessed, levied
or charged which are directly associated with initial construction of the
Property.
"Tenant's Taxes" shall mean the aggregate of:
(a) all Taxes (whether imposed upon the Landlord or the Tenant) attributable to
the personal property, trade fixtures, business, income, occupancy or sales
of the Tenant or any other occupant of the Leased Premises, and to any
Leasehold Improvements or Fixtures installed by or on behalf of the Tenant
within the Leased Premises, and to the use by the Tenant of any of the
Property; and
(b) the amount by which Taxes (whether imposed upon the Landlord or the Tenant)
are increased above the Taxes which would have otherwise been payable as a
result of the Leased Premises or the Tenant or any other occupant of the
Leased Premises being taxed or assessed in support of separate schools.
"Tenant's Proportionate Share" shall mean N/A percent (N/A%) subject to
adjustment as determined solely by the Landlord and notified to the Tenant in
writing for physical increases or decreases in the total rentable area of the
Property provided that total rentable area of the Property and the rentable area
of the Leased Premises shall exclude areas designated (whether or not rented)
for parking and for storage.
"Based Year" as used in this Schedule shall mean calendar year 19N/A
"Tax Contribution" as used in this Schedule shall mean that certain portion of
the annual rental per square foot (paid by tenant) shall be allocated towards
the Taxes as hereinabove defined. For purposes of this lease, the Tax
Contribution shall mean N/A per square foot.
Tenant is leasing on a gross basis.
2
SCHEDULE "B"
SERVICES AND COSTS
The Landlord covenants with the Tenant:
INTERIOR CLIMATE CONTROL: To maintain in the Leased Premises conditions of
-------- ------- --------
reasonable temperature and comfort in accordance with good standards applicable
to normal occupancy of premises for office purposed subject to governmental
regulations during hours to be determined by the Landlord (but to be at least
the hours from 8:00 a.m to 6:00 p.m from Monday to Friday inclusive with the
exception of holidays, Saturdays and Sundays), such conditions to be maintained
by means of a system for heating and cooling, filtering and circulating air; the
Landlord shall have no responsibility for any inadequacy of performance of the
said system if the occupancy of the Leased Premises or the electrical power or
other energy consumed on the Leased Premises for all purposes exceeds reasonable
amounts as determined by the Landlord or the Tenant installs partitions or other
installations in locations which interfere with the proper operation of the
system of interior climate control or if the window covering on exterior windows
is not kept fully closed;
JANITOR SERVICE: To provide janitor and cleaning services to the Leased Premises
------- --------
and to common areas of the Building consisting of reasonable services in
accordance with the standards of similar office buildings;
ELEVATORS, LOBBIES, ETC.: To keep available the following facilities for use by
---------- -------- -----
the Tenant and its employees and invitees in common with other persons entitled
thereto:
(a) passenger and freight elevator service to each floor upon which the Leased
Premises are located provided such service is installed in the Building and
provided that the Landlord may prescribe the hours during which and the
procedures under which freight elevator service shall be available and may
limit the number of elevators providing service outside normal business
hours;
(b) common entrances, lobbies, stairways and corridors giving access to the
Building and the Leased Premises, including such other areas from time to
time which may be provided by the Landlord for common use and enjoyment
within the Property;
(c) the washrooms as the Landlord may assign from time to time which are
standard to the Building, provided that the Landlord and the Tenant
acknowledge that where an entire floor is leased to the Tenant or some
other tenant the Tenant or such other tenant, as the case may be, may
exclude others from the washrooms thereon.
ELECTRICITY: The Landlord covenants with the Tenant to furnish electricity to
------------
the Leased Premises (except Leased Premises which have separate meters) for
normal office use for lightning and for office equipment capable of operating
from the circuits available to the Leased Premises and standard to the Building
during hours to be determined by the Landlord (but to be at least the hours from
8:00 a.m. to 6:00 p.m. from Monday to Friday inclusive with the exception of
holidays, Saturdays and Sundays) and during such other hours that the Tenant
elects at its sole cost and expense subject to governmental regulations;
3
The amount of electricity consumed on the Leased Premises in excess of
electricity required by the Tenant for normal office use shall be as determined
by the Landlord acting reasonably or by a metering device installed by the
Tenant at the Tenant's expense. The Tenant shall pay the Landlord for any such
excess electricity on demand.
The Tenant covenants to pay to the Landlord the Tenant's Proportionate Share of
all electricity consumed on the Property (except the amounts recovered from and
paid by tenants separately metered.
In calculating electricity costs for any Fiscal Period, if less than one hundred
percent (100%) of Building is occupied by tenants, then the amount of such
electricity costs shall be deemed for the purposes of this Schedule to be
increased to an amount equal to the like electricity costs which normally would
be expected by the Landlord to have been incurred had such occupancy been one
hundred percent (100%) during such entire period.
The Landlord shall maintain and keep in repair the facilities required for the
provision of the interior climate control, elevator (if installed in the
Building), and other services referred to in sub-paragraph (a) and (c) of
paragraph 3 of this Schedule in accordance with the standards of office
buildings similar to the Building but reserves the right to stop the use of any
of these facilities and the supply of the corresponding services when necessary
by reason of accident or breakdown or during the making of repairs, alterations
or improvements, in the reasonable judgment of the Landlord necessary or
desirable to be made, until repairs, alterations or improvements shall have been
completed to the satisfaction of the Landlord.
ADDITIONAL SERVICES: The Landlord may (but shall not be obliged) on request of
---------- ---------
the Tenant supply services or materials to the Leased Premises and the Property
which are not provided for under this Lease and which are used by the Tenant
(the "Additional Services") including, without limitation,
(a) replacement to tubes and ballasts;
(b) carpet shampooing;
(c) drapery cleaning;
(d) locksmithing;
(e) removal of bulk garbage;
(f) picture hanging; and
(g) special security arrangement.
When Additional Services are supplied or furnished by the Landlord, accounts
therefore shall be rendered by the Landlord and shall be payable by the Tenant
to the Landlord on demand. In the event the Landlord shall elect not to supply
or furnish Additional Services, only persons with prior written approval by the
Landlord (which approval shall not be unreasonably withheld) shall be permitted
by the Landlord or the Tenant to supply or furnish Additional Services to the
Tenant and the supply and furnishing shall be subject to the reasonable rules
fixed by the Landlord with which the Tenant undertakes to cause compliance and
to comply.
OPERATING CHARGES PAYABLE: The Tenant covenants to pay to the Landlord the
--------- ------- --------
Tenant's Proportionate Share of the excess of the amount of the Operating Costs
in each Fiscal Period over the Operating Costs in the "Base Year" (as
hereinafter defined) if applicable, or over the "Operating Costs Contribution"
amount (as hereinafter defined), if applicable.
4
In this Lease "Operating Costs" shall mean all costs incurred or which will be
incurred by the Landlord in the maintenance, operation, administration and
management of the Property including without limitation:
(a) cost of heating, ventilating and air-conditioning;
(b) cost of water and sewer charges;
(c) cost of insurance carried by the Landlord pursuant to the Insurance and
Liability paragraph of this Lease and cost of any deductible amount paid by
the Landlord in connection with each claim made by the Landlord under such
insurance;
(d) costs of building office expenses, including telephone, rent
stationery and supplies;
(e) cost of fuel, electricity, and other forms of energy;
(f) costs of all elevator and escalator (if installed in the Building)
maintenance and operation;
(g) costs of operating staff, management staff and other administrative
personnel, including salaries, wages and fringe benefits;
(h) cost of providing security;
(i) cost of providing janitorial services, window cleaning, and garbage
removal;
(j) cost of supplies and materials;
(k) cost of decoration of common areas;
(l) cost of landscaping;
(m) cost of maintenance and operation of the parking area;
(n) cost of consulting engineering fees;
(o) cost of replacements, additions and modifications unless otherwise included
under Operating Cost under sub-paragraph (p), and cost of repair; and
(p) cost of each "Major Expenditure" (as hereinafter defined) as amortized over
the period of the Landlord's reasonable estimate of the economic life of
the Major Expenditure, but not to exceed fifteen years, using equal monthly
installments of principal and interest at ten percent (10%) per annum
compounded semi-annually, where "Major Expenditure" shall mean any single
expenditure incurred during or subsequent to the Fiscal Period in which the
Lease commences, for replacement of machinery, equipment, building
elements, systems or facilities used in connection with the Property, or
for modifications or additions to the Property, if one of the Principal
purposes of such modification or addition was to reduce energy consumption
or Operating Costs or was required by governmental regulation, which
expenditure is more that ten percent (10%) of the total Operating Costs for
the previous Fiscal Period.
In this Lease there shall be excluded from Operating Costs the following:
(a) interest on debt and capital retirement of debt;
(b) such of the Operating Cost as are recovered from insurance proceeds; and
5
(c) costs as determined by the Landlord of acquiring tenants for the Property.
In calculating Operating Costs for any Fiscal Period including the Base Year, if
less than one hundred percent (100%) of Building is occupied by tenants, then
the amount of such Operating Costs shall be deemed for the purposes of this
Schedule to be increased to an amount equal to the like Operating Costs which
normally would be expected by the Landlord to have been incurred had such
occupancy been one hundred percent (100%) during such entire period.
In this Lease "Tenant's Proportionate Share" shall mean N/A percent
(N/A %) subject to adjustment as determined solely by the Landlord and
notified to the Tenant in writing for physical increases or decreases in the
total rentable area of the Property provided that total rentable area of the
Property and the rentable area of the Leased Premises shall exclude areas
designated (whether or not rented) for parking and for storage.
"Base Year" shall mean calendar year 19 N/A
"Operating Cost Contribution" as used in this Schedule shall mean that certain
portion of the annual rental per square foot paid by tenant shall be allocated
towards the Operating Costs as hereinabove defined.
For purposes of this lease the Operating Costs Contribution shall mean N/A per
square foot.
Tenant is leasing on a gross basis
6
SCHEDULE "C"
RULES AND REGULATIONS
1. The sidewalks, entry passages, elevators, (if installed in the Building),
hallways, courts, corridors and common stairways shall not be obstructed
by the Tenant or used for any other purpose than for ingress and egress to
and from the Leased Premises. The Tenant will not place or allow to be
placed in the Building corridors or public stairways any waste paper, dust,
garbage, refuse or anything whatever.
2. The washroom plumbing fixtures and other water apparatus shall not be used
for any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags, ashes or other substances shall be thrown
therein. The expense of any damage resulting by misuse by the Tenant shall
be borne by the Tenant.
3. The Tenant shall permit window cleaners to clean the windows of the Leased
Premises during normal business hours.
4. No birds or animals shall be kept in or about the Property nor shall the
Tenant operate or permit to be operated any musical or sound-producing
instruments or device or make or permit any improper noise inside or
outside the Leased Premises which may be heard outside such Leased
Premises.
5. No one shall use the Leased Premises for residential purposes, or for the
storage of personal effects or articles other than those required for
business purposes.
6. All persons entering and leaving the Building at any time other than during
normal business hours shall register in the books which may be kept by the
Landlord at or near the night entrance and the Landlord will have the right
to prevent any person from entering or leaving the Building or the Property
unless provided with a key to the premises to which such person seeks
entrance and a pass in a form to be approved by the Landlord. Any persons
found in the Building at such times without such keys and passes will be
subject to the surveillance of the employees and agents of the Landlord.
7. No dangerous or explosive materials shall be kept or permitted to be kept
in the Leased Premises.
8. The Tenant shall not permit any cooking in the Leased Premises. The Tenant
shall not install or permit the installation or use any machine dispensing
goods for sale in the Leased Premises without the prior written approval of
the Landlord. Only persons authorized by the Landlord shall be permitted to
deliver or to use the elevators (if installed in the Building) for the
purpose of delivering food or beverages to the Leased Premises.
9. Tenant shall not use the premises for any immoral or illegal purposes; use
the Premises to engage in the manufacture or sale, or, permit the use of
any spirituous, fermented, intoxicating or alcoholic beverages on the
Premises.
10. Tenant shall not install any equipment utilizing an ammonia process or any
other noxious process necessitating venting.
11. Tenant shall not bring firearms into the Premises.
7
12. Tenant shall keep doors and other means of entry to the Premises closed and
secure.
13. The Tenant shall not bring in or take out, position, construct, install or
move any safe, business machine or other heavy office equipment, furniture,
materials or supplies without first obtaining the prior written consent of
the Landlord. In giving such consent, the Landlord shall have the right in
its sole discretion, to prescribe the weight permitted and the position
thereof, and the use and design of planks, skids or platforms to distribute
the weight thereof. All damage done to the Building by moving or using any
such heavy equipment or other office equipment, furniture, materials or
supplies shall be repaired at the expense of the Tenant. The moving of all
heavy equipment or other office equipment, furniture, materials or supplies
shall occur only at time consented to by the Landlord and the persons
employed to move the same in and out of the Building must be acceptable to
the Landlord. Safes and other heavy office equipment, furniture, materials
or supplies will be moved through the halls and corridors only upon steel
bearing plates. No freight or bulky matter of any description will be
received into or taken out of the Building or carried in the elevators
except during hours approved by the Landlord.
14. The Tenant shall give the Landlord prompt notice of any accident to or any
defect in the plumbing, heating, air-conditioning, ventilating, mechanical
or electrical apparatus or any other part of the Building.
15. The parking of automobiles shall be subject to the charges and reasonable
regulations of the Landlord. The Landlord shall not be responsible for
damage to or theft of any car, its accessories or contents whether the same
be the result of negligence or otherwise.
16. The Tenant shall not xxxx, drill into or in any way deface the walls,
ceilings, partitions, floors or other parts of the Leased Premises and the
Building.
17. Except with the prior written consent of the Landlord, no tenant shall use
or engage any person or persons other than the janitor or janitorial
contractor of the Landlord for the purpose of any cleaning of the Leased
Premises.
18. If the Tenant desires any electrical or communications wiring, the Landlord
reserves the right to direct qualified persons as to where and how the
wires are to be introduced, and without such directions no borings or
cutting for wires shall take place. No other wires or pipes of any kind
shall be introduced without the prior written consent of the Landlord.
19. The Tenant shall not place or cause to be placed any additional locks upon
any doors of the Leased Premises without the approval of the Landlord and
subject to any conditions imposed by the Landlord. Additional keys may be
obtained from the Landlord at the cost of the Tenant.
20. The Tenant shall be entitled to have its name shown upon the directory
board of the Building and at one of the entrance doors to the Leased
Premises, all at the Tenant's expense, but the Landlord shall in its sole
discretion design the style of such identification and allocate the space
on the directory board for the Tenant.
8
21. The Tenant shall keep the sun blinds (if any) in a closed position at all
times. The Tenant shall not interfere with or obstruct any perimeter
heating, air- conditioning or ventilating units.
22. The Tenant shall not conduct, and shall not permit any, canvassing in the
Building to solicit business or for any other reason.
23. Tenant shall report all peddlers, solicitors and beggars immediately to the
office of the Building or as Landlord otherwise requests.
24. Tenant shall not waste water or energy and agrees to cooperate fully with
Landlord to assure the most effective operation of the Building's heating
and air conditioning, and shall refrain from adjusting any controls other
than room thermostats installed for Tenant's use, and shall keep public
corridor doors closed.
25. Tenant shall not make noises, cause disturbances, or vibrations or use or
operate any electrical or electronic devices that emit sound or other waves
or disturbances, or that create a fire hazard, or create odors, any of
which may be offensive to other tenants and occupants of the Building or
that would interfere with the operation of any device or equipment or radio
or television reception within the Building or elsewhere, and shall not
place or install any projections, antennae, aerials or similar devices
outside the Premises.
26. The Tenant shall take care of the rugs and drapes (if any) in the Leased
Premises and shall arrange for the carrying-out of regular spot cleaning
and shampooing of carpet and dry cleaning of drapes in a manner acceptable
to the Landlord.
27. The Tenant shall permit the periodic closing of lanes, driveways and
passages for the purpose of preserving the Landlord's rights over such
lanes, driveways and passages.
28. The Tenant shall not place or permit to be placed any sign, advertisement,
notice or other display on any part of the exterior of the Leased Premises
or elsewhere if such sign, advertisement, notice or other display is
visible from outside the Leased Premises without the prior written consent
of the Landlord which may be arbitrarily withheld. The Tenant, upon request
of the Landlord, shall immediately remove any sign, advertisement, notice
or other display which the Tenant has placed or permitted to be placed
which, in the opinion of the Landlord, is objectionable, and if the Tenant
shall fail to do so, the Landlord may remove the same at the expense of the
Tenant.
29. Tenant shall return to the Landlord any and all keys, locks, parking
permits, materials, or other property leased to the Tenant as part of this
lease agreement upon expiration of said lease, upon vacating of the
premises, or upon demand by the Landlord.
30. Tenant shall cooperate with the Landlord in providing information to the
Landlord which protects the security and interest of either party. Such
information shall include, but not be limited to, emergency phone lists,
automobile lists, key registers, etc. All such information requested of the
Tenant shall be kept in strict confidence and used solely for the purposes
intended.
9
31. The Landlord shall have the right to make such other and further reasonable
rules and regulations and to alter the same as in its judgment may from
time to time be needful for the safety, care, cleanliness and appearance of
the Leased Premises and the Building and for the preservation of good order
therein, and the same shall be kept and observed by the tenants, their
employees and servants. The Landlord also has the right to suspend or
cancel any or all of these rules and regulations herein set out.
10
SCHEDULE "D"
LEASEHOLD IMPROVEMENTS
DEFINITION OF LEASEHOLD IMPROVEMENTS: For purposes of this Lease, the term
---------- -- --------- ------------
"Leasehold Improvements" includes, without limitation, all fixtures,
improvements, installations, alterations and additions from time to time made,
erected or installed by or on behalf of the Tenant, or any previous occupant of
the Leased Premises, in the Leased Premises and by or on behalf of other
tenants in other premises in the Building (including the Landlord if an occupant
of the Building), including all partitions, doors and hardware however affixed,
and whether or not movable, all mechanical, electrical and utility installations
and all carpeting and drapes with the exception only of furniture and equipment
not of the nature of fixtures.
INSTALLATION OF IMPROVEMENTS AND FIXTURES: The Landlord shall include in the
------------ -- ------------ --- --------
Leased Premises the "Landlord's Work" (as hereinafter defined). The Tenant shall
not make, erect, install or alter any Leasehold Improvements in the Leased
Premised without having requested and obtained the Landlord's prior written
approval. The Landlord's approval shall not, if given, under any circumstances
be construed as a consent to the Landlord having its estate charged with the
cost of work. The Landlord shall not unreasonably withhold its approval to any
such request, but failure to comply with the Landlord's reasonable requirements
from time to time for the Building shall be considered sufficient reason for
refusal. In making, erecting, installing or altering any Leasehold Improvements
the Tenant shall not, without the prior written approval of the Landlord, alter
or interfere with any installations which have been made by the Landlord or
others and in no event shall alter or interfere with window coverings (if any)
or other light control devices (if any) installed in the Building. The Tenant's
request for any approval hereunder shall be in writing and accompanied by an
adequate description of the contemplated work and, where appropriate, working
drawings and specifications thereof. If the Tenant requires from the Landlord
drawings or specifications of the Building in connection with Leasehold
Improvements, the Tenant shall pay the cost thereof to the Landlord on demand.
Any reasonable costs and expenses incurred by the Landlord in connection with
the Tenant's Leasehold Improvements shall be paid by the Tenant to the Landlord
on demand. All work to be performed in the Leased Premises shall be performed by
competent contractors and sub-contractors of whom the Landlord shall have
approved in writing prior to commencement of any work, such approval not to be
unreasonably withheld (except that the Landlord may require that the Landlord's
contractors and sub-contractors be engaged for any mechanical or electrical
work) and by workmen who have labor union affiliations that are compatible with
those affiliations (if any) of workmen employed by the Landlord and its
contractors and sub-contractors. All such work including the delivery, storage
and removal of materials shall be subject to the reasonable supervision of the
Landlord, shall be performed in accordance with any reasonable conditions or
regulations imposed by the Landlord including, without limitation, payment on
demand of a reasonable fee of the Landlord for such supervision, and shall be
completed in good and workmanlike manner in accordance with the description of
the work approved by the Landlord and in accordance with all laws, regulations
and by-laws of all regulatory authorities. Copies of required building permits
or authorizations shall be obtained by the Tenant at its expense and copies
thereof shall be provided to the Landlord. No locks shall be installed on the
entrance doors or in any doors in the Leased Premises that are not keyed to the
Building master key system.
11
LIENS AND ENCUMBRANCES ON IMPROVEMENTS AND FIXTURES: In connection with the
----- --- ------------ -- ------------ --- --------
making, erection, installation or alteration of Leasehold Improvements and all
other work or installations made by or for the Tenant in the Leased Premises the
Tenant shall comply with all the provisions of the mechanics' lien and other
similar statutes from time to time applicable thereto (including and proviso
requiring or enabling the retention by way of holdback, shall promptly pay all
accounts relating thereto. The Tenant will not create any mortgage, conditional
sale agreement or other encumbrance in respect of its Leasehold Improvements or,
without the written consent of the Landlord, with respect to its trade fixtures
nor shall the Tenant take any action as a consequence of which any such
mortgage, conditional sale agreement or other encumbrance would attach to the
Property or any part thereof. If and whenever any mechanics' or other lien for
work, labor, services or materials supplied to or for the Tenant or for the
cost of which the Tenant may be in any way liable or claims therefore shall
arise or be filed or any such mortgage, conditional sale agreement or other
encumbrance shall attach, the Tenant shall within twenty (20) days after
submission by the Landlord of notice thereof procure the discharge thereof,
including any certificate of action registered in respect of any lien, by
payment or giving security or in such other manner as may be required or
permitted by law, and failing which the Landlord may avail itself of any of its
remedies hereunder for default of the Tenant and may make any payments or take
any steps or proceedings required to procure the discharge of any such liens or
encumbrances, and shall be entitled to be repaid by the Tenant on demand for any
such payments and to be paid on demand by the Tenant for all costs and expenses
in connection with steps or proceedings taken by the Landlord and the Landlord's
right to reimbursement and to payment shall not be affected or impaired if the
Tenant shall then or subsequently establish or that any lien or encumbrances so
discharged was without merit or excessive or subject to any abatement, set-off
or defense. The Tenant agrees to indemnify the Landlord from all claims, costs
and expenses which may be incurred by the Landlord in any proceedings brought by
any person against the Landlord alone or with another or others for or in
respect of work, labor, services or materials supplied to or for the Tenant.
REMOVAL OF IMPROVEMENTS AND FIXTURES: All Leasehold Improvements in or upon the
------- -- ------------ --- --------
Leased Premises shall immediately upon their placement be and become the
Landlord's property without compensation therefore to the Tenant. Except to the
extent otherwise expressly agreed by the Landlord in writing, no Leasehold
Improvements, furniture or equipment shall be removed by the Tenant from the
Leased Premises either during or at the expiration or sooner termination of the
Term except that:
(a) The Tenant shall, prior to the end of the Term, remove such of the
Leasehold Improvements and trade fixtures in the Leased Premises as the
Landlord shall require to be removed; and
(b) The Tenant may, at the times appointed by the Landlord and subject to
availability of elevators (if installed in the Building), remove its
furniture and equipment at the end of the Term, and also during the Term in
the usual and normal course of its business where such furniture or
equipment has become excess for the Tenant's purposes or the Tenant is
substituting therefore new furniture and equipment.
The Tenant shall, in the case of every removal, make good at the expense of the
Tenant any damage caused to the Property by the installation and removal. In
the event of the nonremoval by the end of the Term, or sooner termination of
this Lease, of such
12
trade fixtures or Leasehold Improvements required by the Landlord of the Tenant
to be removed, the Landlord shall have the option, in addition to its other
remedies under this Lease to declare to the Tenant that such trade fixtures and
the property of the Landlord and the Landlord upon such a declaration may
dispose such trade fixtures and retain any proceeds of disposition as security
for the Debts, Liabilities and obligations and the tenant shall be liable to the
Landlord for any expenses incurred by the Landlord.
For the purpose of this Lease,
(a) The term "Tenant's Work" shall mean all work required to be done to complete
the Leased Premises for occupancy by the Tenant excluding the "Landlord
Work" (as hereinafter defined).
(b) The term "Landlord's Work" shall mean:
The Landlord agrees to perform the following Tenant's Work in the Leased
Premises:
SEE ATTACHMENT "A"
13
SCHEDULE "E"
Option to Renew
------ -- -----
(a) The Landlord covenants with the Tenant that if the Tenant duly and
regularly pays the Rent and any and all amounts required to be paid
pursuant to this Lease and performs each and every covenant, proviso and
agreement on the part of the Tenant to be paid, rendered, observed and
performed herein, the Landlord will at the expiration of the then expiring
term on written notice by the Tenant to the Landlord given by the Tenant
not more than two (2) months prior to the expiration of the then expiring
term and received by the Landlord not less than two (2) months prior to the
expiration of the then expiring term grant to the Tenant a Five year
renewal of lease of the Leased Premises (the "Five Year Renewal Term") on
the same terms and conditions as in the standard lease agreement then, at
the commencement of the Five Year Renewal Term, being used by the Landlord
for the Building save and except the right of further renewal, Landlord's
Work (if any), Basic Rent, tenant improvement allowance (if any) and Basic
Rent Fee Period (if any).
(b) The Basic Rent for the Five Year Renewal Term shall be determined by
negotiations between the parties hereto, and it is agreed that during such
negotiations in respect of Basic Rent, they will be guided by fair market
rental levels for similar premises in similar buildings prevailing at the
beginning of the Five Year Renewal Term but in no event shall the Basic
Rent per annum be lower than the Basic Rent per annum for the last year of
Term just ending. If the parties hereto are unable to agree in writing as
to the Basic Rent for the Five Year Renewal Term prior to one (1) month
before the expiration of the Lease, this Lease shall end on the expiration
of the Term and this Option to Renew and any Subsequent options to renew
shall be null and void.
(c) The Tenant agrees to execute the Landlord's standard lease agreement or
lease amendment then, at the commencement of the Five Year Renewal Term,
being used by the Landlord for the Building to give effect to this Five
Year Option to Renew if exercised by the Tenant. The Tenant shall execute
such agreement prior to the commencement date of the Five Year Renewal
Term.
(d) Notwithstanding the above, if the Tenant does not exercise the Five Year
Option to Renew in accordance with Schedule "E" then this Five Year Option
to Renew is null and void.
(e) Tenant may renew this lease for the Five Year Renewal Term under the same
provisions as provided herein at the rate of 5% per year increase over the
then current base rate.
14
ATTACHMENT "A" Page 1 of 2 Pages
[FLOOR PLAN APPEARS HERE]
PROPOSED IMPROVEMENTS FOR
UNITED FINANCIAL MORTGAGE CORP.
SUITE 206
ATTACHMENT "A"
Page 2 of 2 Pages
REVISED 6/11/91
SPECIFICATIONS:
1. Build out suite per attached drawing dated 6/11/91.
2. Provide marble tile flooring in reception seating area with glass front
window for reception station, custom, built-in reception desk counter to
accommodate two people, small raised counter (marble topped) at rear of
station near door.
3. Provide kitchen area with double stainless steel sink, counter area, full
size refridgerator, linoleum tile flooring throughout.
4. Provide storage area with built-in shelving along back wall, counter area
for office machines with shelving above for office supplies, linoleum tile
flooring throughout.
5. Provide one private office with wood parquet flooring.
6. Provide two conference rooms with insulated walls for sound-proofing.
7. General and Sales areas will have partition walls as indicated, approx. 5"
in height.
8. Replace ceiling tiles throughout office.
9. Provide parabolic light louvers for florescent lighting fixtures.
10. Provide new vertical blinds.
11. Paint entire office.
12. New carpeting throughout office, except where indicated.
13. Entry door shall be double-door.
NOTES:
Office furniture sizes used in drawing are as follows:
General Office - 60"x30" desks with returns
Sales Office - 60"x33" desks
Kitchen - 48" round table
File Cabinets - 32" wide in sales area, 42" wide in general area
(Office furniture and fixtures as indicated on drawing is for comparison only
and is not provided by Enterprise Properties, Inc., other than that stated in
the above specifications.)
AMENDMENT TO LEASE
This Amendment made this 12th day of June, 1995 shall amend the Master Lease
dated June 20, 1991 by and between United Financial Mortgage Corp. Tenant, and
Enterprise Properties Inc. as follows:
1. Landlord and Tenant agree to expand Tenant's existing space by
approximately 1,682 rentable square feet, bringing the total square footage to
4,807. The expansion space is commonly known as suite 212. The term of this
Lease extension shall be co-terminus with existing Lease termination date which
is February 28, 2003.
2. Tenant's new Base Rent for the additional premises shall be as follows::
July 1, 1995 - February 28, 1998 $14.25 $1,997.37 per month
March 1, 1998 - February 28, 1999 $14.68 $2,057.65 per month
March 1, 1999 - February 28, 2000 $15.12 $2,119.38 per month
March 1, 2000 - February 28, 2001 $15.57 $2,182.39 per month
March 1, 2001 - February 28, 2002 $16.03 $2,247.87 per month
March 1, 2002 - February 28, 2003 $16.51 $2,314.28 per month
3. In connection with the Master Lease, Tenant shall have the option to cancel
this Lease Expansion on February 28, 1998 by giving Landlord ninety (90) days
prior written notice.
4. Landlord agrees to connect expansion space with existing space either by
way of the corridor or by opening a wall connected to the expansion space.
Additionally, Landlord shall repaint the entire premises and shall complete any
patching that shall be needed. The costs for such improvements shall be borne by
Landlord. All future improvements required by Tenant shall be approved by
Landlord and paid for by Tenant. Landlord shall pay for one glass framed window
into existing conference room.
5. Landlord agrees to forthwith address Tenant's concerns regarding the
existing difficulties with the HVAC system and to use its best efforts to adjust
same in accordance with existing standards for commercial space. It is
understood and agreed that acceptable temperatures should range from 68 degrees
to 75 degrees. In the event temperature differences arise, within 48 hours after
receipt of written notice thereof, Landlord shall take steps necessary to adjust
same. In the event that Landlord is unable to maintain temperatures within these
guidelines for extended periods then Tenant shall have the right, with 60 days
prior written notice, to terminate this Lease.
page -2-
6. Landlord agrees to allow Tenant to advertise its company name through a
sign to be installed on the front lawn of the building. This sign shall have
room for several Tenants to insert its company name as well. Tenant agrees to
pay its prorata share of the monument sign and all of the cost of the company
name.
7. All other terms and conditions set forth in the Master Lease and not
amended herein shall remain in full force and effect.
Landlord Tenant
The Enterprise L.L.C. United Financial Mortgage Corp.
Signed /s/ Xxxxxx Xxxxxxxxx Signed /s/ Xxx Xxxxxxxx
--------------------------- ------------------------
Xxxxxx Xxxxxxxxx Xxx Xxxxxxxx
Date: 6/16/95 Date: 6/16/95
--------------------------- ------------------------
Rental Abatement Rider
It is agreed by and between Landlord, Eight Hundred L.L.C. and United Financial
Mortgage, Inc. that beginning July 1, 1995 Tenant shall pay half (1/2) rent, or
$998.69 until December 31, 1995.
This agreement shall supersede the Amendment to Lease dated June 12th, 1995.
All other terms and conditions per the Master Lease and Amendment to Lease shall
remain in full force and effect.
Signed:
Landlord: Tenant:
Enterprise L.L.C. United Financial Mortgage, Inc.
/s/ Xxxxxx Xxxxxxxxx /s/ Xxx Xxxxxxxx
------------------------------ ----------------------------------
Xxxxxx Xxxxxxxxx Xxx Xxxxxxxx
Date: Date:
6/16/95 6/16/95
------------------------------ ----------------------------------
SECOND AMENDMENT TO LEASE
-------------------------
THIS SECOND AMENDMENT TO LEASE MADE THIS 14th DAY OF APRIL, 1993, BY AND BETWEEN
XXXXXXX & XXXXXXXXXX MANAGEMENT COMPANY, INC., AN ILLINOIS CORPORATION, AS
RECEIVER/LANDLORD (HEREINAFTER "LANDLORD"), AND UNITED FINANCIAL MORTGAGE
CORPORATION, AN ILLINOIS CORPORATION, AS TENANT (HEREINAFTER "TENANT").
WHEREAS, ENTERPRISE PROPERTIES, INC., an Illinois corporation, as
"Landlord," and United Financial Mortgage Corporation, as "Tenant," entered into
a certain Lease Agreement dated June 20, 1991, for that certain area consisting
of approximately 3,125 square feet of the second floor of the building commonly
known as 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxx, (hereinafter called the
"LEASE"); and
WHEREAS, XXXXXXX & KAHNWEILER MANAGEMENT COMPANY, INC., was appointed as
Receiver by order of the Circuit Court of the Eighteenth Judicial Circuit,
DuPage County, Illinois, on September 17, 1992, and continues to act as Receiver
pursuant to said court order; and
WHEREAS, LANDLORD and TENANT have entered into a First Amendment to Lease,
(hereinafter "FIRST AMENDMENT") dated January 12, 1993, amending the aforestated
LEASE; and
WHEREAS, the respective LANDLORD and TENANT have determined that it is in
the best interest of the respective parties for the TENANT to perform the work
which is contemplated and referred to within the FIRST AMENDMENT, and
WHEREAS, the parties have agreed upon the terms and conditions under which
TENANT shall perform said work, and wish to enter into this Second Amendment to
Lease (hereinafter "SECOND AMENDMENT") to memorialize the said agreement.
NOW THEREFORE, in consideration of the mutual terms, conditions and
provisions herein contained, the respective parties agree as follows:
1. Recitals Incorporated: The aforestated Recitals are hereby
---------------------
incorporated herein by reference and are deemed to be restated herein.
2. Conflicting Terms: In the event of a conflict between the terms of
-----------------
this SECOND AMENDMENT and the terms of the FIRST AMENDMENT or the LEASE, or
between the FIRST AMENDMENT and the LEASE, the terms of this SECOND AMENDMENT
shall prevail over the terms of the FIRST AMENDMENT or the LEASE, and the terms
of the FIRST AMENDMENT shall prevail over the terms of the LEASE.
3. LANDLORD'S Contribution for Construction: LANDLORD shall provide the
----------------------------------------
gross sum of Forty-Four Thousand and no/100 ($44,000.00) Dollars for the
construction improvements to be made to the demised premises pursuant to
Schedule "D" and Attachment "A" of the LEASE, except as it is modified by
Exhibit "A" to the FIRST AMENDMENT (hereinafter "TENANT'S WORK"). From that sum
shall be deducted the sum of One-Thousand Eight-Hundred Twenty-Five and no/100
($1,825.00) which has been expended to date by LANDLORD for construction
drawings in connection with TENANT'S WORK.
The remaining sum of Forty-Two Thousand One-Hundred Seventy-Five and no/100
($42,175.00) shall be paid to TENANT as follows:
a. The sum of Fifteen-Thousand and no/100 ($15,000.00) upon the
execution of this SECOND AMENDMENT; and
b. The sum of Twenty-two Thousand Seven-Hundred Seventy-Five and
no/100 ($22,775.00) upon substantial completion of XXXXXXX'X WORK, minus
minor punchlist items, along with tender to LANDLORD of partial
contractors' and subcontrac-
tors' mechanics' lien waivers and contractors' and subcontractors'
affidavits, and
c. The balance of Four-Thousand Four-Hundred and no/100 ($4,400.00)
Dollars upon full completion of TENANT'S WORK, and tender to LANDLORD of
final contractors' and subcontractors' mechanics' lien waivers along with
contractors' and subcontractors' affidavits.
4. Tenant's Requirements for Construction: TENANT shall perform
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TENANT'S WORK in accordance with Schedule "D" and Attachment "A" of the LEASE,
except as it is modified by Exhibit "A" to the FIRST AMENDMENT.
With regard to both TENANT'S WORK, and any other work to be performed by
TENANT during the pendency of the LEASE, and all amendments, extensions and
renewals thereof, TENANT shall make no alterations, modifications, decorations,
additions or improvements in or to the demised premises without LANDLORD'S prior
written consent, but LANDLORD agrees such consent shall not be unreasonably
withheld or delayed. All such work shall be done at such times and in such
manner as shall minimize any inconvenience to other occupants of the building.
As a condition precedent to the receipt of LANDLORD'S consent, TENANT shall
deliver to LANDLORD written plans and specifications of all such work, to the
extent such plans and specifications have not already been approved, in writing,
by LANDLORD, along with a list of all contractors and subcontractors to be
engaged in the project. All such contractors and subcontractors shall be
licensed and bonded by the Village of Oak Brook, and shall be subject to
approval by the LANDLORD, which approval shall not be unreasonably withheld or
delayed. TENANT, and all contractors and subcontractors of TENANT, shall comply
with all governmental rules and regulations in connection with such work and
shall, prior to the commencement of any work, procure all required municipal and
other governmental permits and authorizations. No modifications, alterations,
decorations, additions or improvements shall at any time be made which shall
impair the structural soundness, or diminish the value, of the building, and all
work shall be done in a good and workmanlike manner, and in compliance with the
building and zoning laws, and with all other laws, ordinances, orders, rules,
regulations and requirements of all federal, state and municipal governments and
all governmental subdivisions thereof.
At all times when any change, improvement or alteration is in progress,
whether with regard to the TENANT'S WORK or otherwise, there shall be maintained
at TENANT'S expense, workmen's compensation insurance and $3,000,000
single-limit liability insurance for the mutual benefit of LANDLORD and TENANT,
expressly covering the additional hazards due to the change or alteration. Prior
to the commencement of TENANT'S WORK, or any work subsequent hereto, TENANT
shall deliver to LANDLORD a Certificate of Insurance, in the form, and from an
insurance company, reasonably satisfactory to LANDLORD, naming as additional
insureds LANDLORD, TENANT, Enterprise Properties, Inc., Household Mortgage
Services, and such other parties as LANDLORD shall reasonably require.
TENANT shall prevent any lien, encumbrance or obligation from being created
against, or imposed upon, the building or leased premises, and will discharge
all liens, encumbrances and charges for services rendered or material furnished
immediately after said liens occur or said charges become due and payable. In
the event any lien or encumbrance upon LANDLORD'S title results from any act or
neglect of TENANT, and TENANT fails to remove said lien within (10) days after
receipt of LANDLORD'S notice to do so, LANDLORD may, without further notice,
provide for a bond insuring over said lien, encumbrance or obligation, or remove
the lien, encumbrance or obligation by paying the full amount thereof or
otherwise and without any investigation or contest of the validity thereof, and
LANDLORD shall have the
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right to deduct said sum from the sums being provided pursuant to Paragraph 3
above. In the event said sums, minus the retainage of Four-Thousand Four-Hundred
and no/100 ($4,400.00) Dollars, are insufficient to pay for the aforestated
bond, or for satisfaction of said liens, encumbrances or obligations, TENANT
shall reimburse LANDLORD, immediately upon request from LANDLORD, the amount
paid by LANDLORD for said bond or paid to satisfy said lien, encumbrance or
obligation, including LANDLORD'S costs, expenses and reasonable attorney's fees,
said reimbursement being due as additional rent.
As TENANT shall be fully responsible for all construction of the demised
premises to make it suitable for TENANT'S use, as set forth above, TENANT
acknowledges that it has inspected the demised premises, and is accepting same
in "as is" condition. TENANT further acknowledges that LANDLORD has made no
representation, written or oral, express or implied, to undertake to make any
modification or construction of the demised premises for the benefit of TENANT.
All of the TENANT'S WORK shall be fully completed within ninety (90) days
of the execution of this SECOND AMENDMENT. In the event TENANT fails to complete
all of TENANT'S WORK, or shall fail to provide all final lien waivers and
contractors' affidavits required herein within that time, LANDLORD shall have
the right, without notice, to enter onto the demised premises and shall have all
of such TENANT'S WORK completed at LANDLORD'S direction. In that event, the
costs and expenses of completion of the TENANT'S WORK shall first be deducted
from the sums remaining to be paid to TENANT pursuant to Paragraph 3, above. In
the event said sums, are insufficient to pay for the completion of TENANT'S
WORK, TENANT shall pay LANDLORD, immediately upon request from LANDLORD, the
amount paid by LANDLORD to fully complete said TENANT'S WORK, including
LANDLORD'S costs, expenses and reasonable attorney's fees, said reimbursement
being due as additional rent.
5. Storage Space: LANDLORD hereby grants TENANT a license to use Suite
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103 at 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxx, for storage purposes for the
month April, 1993, free of charge. In the event TENANT continues to occupy said
Suite 103 for storage purposes thereafter, the parties acknowledge that said
occupancy shall be on the basis of a month-to-month tenancy at the rental rate
of Three Hundred Fifty Eight and no/100 ($358.00) Dollars per month, gross rent.
Either party shall have the right to terminate said tenancy upon service of a
proper 30-day Termination of Tenancy Notice to the other party.
6. Occupancy of Additional Space: LANDLORD hereby rents and leases to
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TENANT Suite 208 at 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxx, on a
month-to-month tenancy basis at the rental of Four Hundred Fifty Five and no/100
($455.00) Dollars per month, gross rent. Said tenancy shall commence as of the
occupancy of Suite 208 by TENANT, not earlier than April 1, 1993, nor later than
April 15, 1993, and if TENANT occupies said premises commencing subsequent to
April 15, 1993, TENANT shall pay rents as of April 15, 1993. The rental for
April, 1993 shall be prorated on a per diem basis commencing as of the date of
actual occupancy by TENANT. Either party shall have the right to terminate said
tenancy upon service of a proper 30-day Termination of Tenancy Notice to the
other party.
7. Court Approval: It is expressly understood and agreed by all parties
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that LANDLORD is acting as a court-appointed Receiver, and as such, this SECOND
AMENDMENT is subject to, and contingent upon, the review and approval of the
Court which has appointed said Receiver. Therefore, no contract is implied, and
this document shall not be binding upon either party unless, and until, it has
been approved by the Circuit Court of the Eighteenth Judicial Circuit, DuPage
County, Illinois.
8. Full Force and Effect: All other terms and Conditions of the LEASE and
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the FIRST AMENDMENT shall remain in full force
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and effect, as if herein set forth at length.
In WITNESS WHEREOF, the respective parties have placed their hands and
seals on the day and date first above written.
LANDLORD: TENANT:
XXXXXXX & XXXXXXXXXX MANAGEMENT UNITED FINANCIAL MORTGAGE
CO., INC., as Receiver, CORPORATION, an Illinois
corporation,
by:\s\ Xxxxxxxx X. Xxxxxx
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Its V.P. Project Mgt. by:\s\ Xxxxxx Xxxxxxxx
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Its As President
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