Exhibit 10(i)
THIRD AMENDMENT TO OFFICE LEASE
THIS THIRD AMENDMENT TO OFFICE LEASE (the "Third Amendment") is made as of
this 27th day of May, 1998, by and between METROPOLITAN LIFE INSURANCE COMPANY,
a New York corporation, as successor to American National Bank and Trust Company
of Chicago, as Trustee under Trust Agreement No. 61523 ("Landlord") and THE
NORTHERN TRUST COMPANY, a national banking corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Office Lease dated
July 8, 1987, as amended by that certain First Amendment to Office Lease dated
October 20, 1987 and that certain Second Amendment to Office Lease ("Second
Amendment") dated January 16, 1998 (collectively, the "Lease") for the lease of
certain office space, currently consisting of the 4th through 8th floors and
portions of the 9th, 10th and 13th floors in the building located at 00 X.
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the "Building"), as more particularly
described in the Lease;
WHEREAS, Tenant desires to lease additional office space from Landlord upon
the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the covenants and conditions herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. Definitions. All terms used herein without definition shall have the
meanings ascribed to such terms in the Lease.
2. Expansion of Premises. Tenant hereby leases from Landlord and Landlord
hereby leases to Tenant for the purposes set forth in the Lease the premises
consisting of that certain office space diagrammed on Exhibit A-1 attached
hereto, which space is located on the 10th floor of the Building consisting of
2,444 rentable square feet (the "Third Amendment Expansion Premises").
Effective as of the date hereof, the "Premises" as defined in the Lease shall
include the Third Amendment Expansion Premises. Except as modified herein,
Tenant's lease of the Third Amendment Expansion Premises shall be upon all terms
and conditions contained in the Lease.
3. Lease Term for the Third Amendment Expansion Premises. The term of the
lease of the Third Amendment Expansion Premises (the "Third Amendment Expansion
Premises Term") shall commence on September 1, 1998 (the "Third Amendment
Expansion Premises Commencement Date") and shall expire on March 31, 2001 (the
"Third Amendment Expansion Premises Expiration Date").
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4. Base Rent for the Third Amendment Expansion Premises. Commencing on
the Third Amendment Expansion Premises Commencement Date, Tenant shall pay Base
Rent for the Third Amendment Expansion Premises at the rates listed in the Base
Rent Schedule below, in the same manner and at the same time as required under
the terms of the Lease:
Base Rent Schedule for the Third Amendment Expansion Premises
---------------------------------------------------------------
Monthly Annual
Lease Period Base Rent Base Rent
------------ --------- ---------
09/01/98-03/31/99 $2,138.50 N/A
04/01/99-03/31/00 $2,444.00 $29,328.00
04/01/00-03/31/01 $2,749.50 $32,994.00
5. Rent Adjustment and Tenant's Proportionate Share. Tenant shall pay
Rent Adjustment and any other components of Rent for the Third Amendment
Expansion Premises in accordance with the terms of the Lease, except that
Tenant's Proportionate Share shall be calculated pursuant to the terms of the
Lease and, as of the Third Amendment Expansion Premises Commencement Date, will
be 129,097/715,785 or 18.0357%.
6. Possession and Condition of the Premises. Landlord shall deliver
possession of the Third Amendment Expansion Premises to Tenant on or before
September 1, 1998. Upon delivery of possession of the Third Amendment Expansion
Premises to Tenant, Tenant shall be subject to all of the terms, covenants and
conditions of the Lease as of the date of such possession. Landlord shall
deliver possession of the Third Amendment Expansion Premises to Tenant in its
"as-is" condition. Tenant shall be conclusively deemed to have accepted the
Third Amendment Expansion Premises "as is" in the condition existing on the date
Tenant first takes possession, and to have waived all claims relating to the
condition of the Third Amendment Expansion Premises. No promise of Landlord to
remodel, improve, decorate or make additions to the Third Amendment Expansion
Premises or any part thereof, and no representation respecting the condition of
the Third Amendment Expansion Premises or the Building has been made to Tenant
by Landlord. Tenant shall make improvements to the Third Amendment Expansion
Premises in accordance with the terms of the Workletter attached hereto as
Exhibit B. Tenant shall be entitled to an allowance for such improvements as
provided in the Workletter.
7. Renewal Option for Third Amendment Expansion Premises.
(a) Exercise of Option. Tenant shall have the option (the "Renewal
Option") to extend the Third Amendment Expansion Premises Term for the Third
Amendment Expansion Premises for one (1) additional three (3) year period (the
"Renewal Period") provided Tenant simultaneously extends the Expansion Premises
Term for the Expansion Premises as provided in the Second Amendment. If Tenant
desires to exercise the Renewal Option, Tenant shall deliver written notice
("Renewal Notice") to Landlord on or before July 1, 2000. The Renewal Option
shall be on the same terms and conditions as contained in the Lease, except
during the Renewal Period, Base Rent shall be the amounts listed in the Third
Amendment Expansion Premises Renewal Base Rent Schedule listed below, there
shall be no further renewal rights and there shall be no tenant or construction
allowance or any other concessions of any kind. If Tenant
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successfully exercises the Renewal Option, then the term "Third Amendment
Expansion Premises Term" as used in this Third Amendment shall be deemed to
include the Renewal Period.
(b) Rent. Base Rent for the Third Amendment Expansion Premises during the
Renewal Period shall be the following amounts:
Third Amendment Expansion Premises Renewal Base Rent Schedule
Monthly Annual
Lease Period Base Rent Base Rent
------------ --------- ---------
04/01/01-03/31/02 $3,055.00 $36,660.00
04/01/02-03/31/03 $3,360.50 $40,326.00
04/01/03-03/31/04 $3,666.00 $43,992.00
Tenant shall pay Rent Adjustment and other components of Rent for the Third
Amendment Expansion Premises during the Renewal Period in accordance with the
terms of this Third Amendment and the Lease.
(c) Conditions to Renewal Option. It shall be a condition to Tenant's
exercise of the Renewal Option that (i) both at the time of delivery of Tenant's
Renewal Notice and at the commencement of the Renewal Term, Tenant is not in
Default under the Lease and (ii) Tenant simultaneously extends the Expansion
Premises Term for the Expansion Premises as provided in the Second Amendment.
Any termination of the Lease or termination of Tenant's right of possession
shall terminate all of Tenant's rights to the Renewal Option. Tenant shall have
no right to assign, transfer or otherwise dispose of any of its rights or
interests under this Paragraph, such rights being granted solely to The Northern
Trust Company; provided, however, any successor by merger, consolidation or
acquisition of all or substantially all of the assets or capital stock of The
Northern Trust Company shall be entitled to the rights granted to The Northern
Trust Company hereunder.
(d) Condition of the Premises Upon Renewal. The Third Amendment Expansion
Premises shall be leased to Tenant during the Renewal Period in its then "as-is"
condition and Landlord shall have no obligation to remodel, improve, decorate,
or make additions to the Third Amendment Expansion Premises.
Notwithstanding any of the foregoing provisions of this Paragraph, any attempt
by Tenant to exercise a Renewal Option by any method, or at any time, or in any
circumstance, except as specifically set forth above shall, at the sole option
and discretion of Landlord, be null and void and of no force or effect.
8. Entire Agreement. This Third Amendment and the Lease contain all the
terms, covenants, conditions and agreements between Landlord and Tenant
regarding the Third Amendment Expansion Premises. No prior or other agreement
or understanding pertaining to such matters shall be valid or of any force and
effect.
9. Conflict. In the event of a conflict between the terms of the Lease
and the terms of this Third Amendment, the terms of this Third Amendment shall
control.
10. Brokers. Tenant represents to Landlord that, except for CB
Commercial/Xxxx Management Services and Xxxxxxx-Xxxxx-Xxxxxxxx, L.L.C., Tenant
has not dealt with any real estate broker, sales person, or finder in connection
with this Third Amendment, and no such person initiated or participated in the
negotiation of this Lease, or showed the Third Amendment Expansion Premises to
Tenant. Tenant hereby agrees to indemnify, protect, defend and hold harmless
Landlord, its directors, officers, employees, affiliates and agents, from and
against any
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and all liabilities and claims for commissions and fees arising out of a breach
of the foregoing representation.
Landlord represents to tenant that, except for CB Commercial/Xxxx Management
Services and Xxxxxxx-Xxxxx-Xxxxxxxx, L.L.C., Landlord has not dealt with any
real estate broker, sales person, or finder in connection with this Third
Amendment, and no such person initiated or participated in the negotiation of
this Lease. Landlord hereby agrees to indemnify, protect, defend and hold
Tenant, its directors, officers, employees, affiliates and agents, harmless from
and against any and all liabilities and claims for commissions and fees arising
out of a breach of the foregoing representation. Landlord shall be solely
responsible for the payment of all commissions to the brokers specified in this
Paragraph.
11. Reaffirmation of Lease. Except as otherwise herein provided, the
terms and conditions of the Lease are hereby reaffirmed and incorporated herein
by reference and shall, except as hereby modified, in all respects remain in
full force and effect. Any and all references in the Lease and this Third
Amendment to the "Lease" shall mean the Lease, as amended by this Third
Amendment.
IN WITNESS WHEREOF, this Third Amendment is executed by the undersigned as
of the day and year first above written.
LANDLORD: TENANT:
METROPOLITAN LIFE INSURANCE THE NORTHERN TRUST COMPANY,
COMPANY, a national banking corporation
a New York corporation
By:_____________________________ By:_____________________________
Its:_____________________________ Its:_____________________________
ATTEST:
By:_____________________________
Its:____________________________
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Exhibit A
Picture showing tenth floor space allocation of
00 X. XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (The Building).
EXHIBIT B
Workletter
----------
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Landlord")
and THE NORTHERN TRUST COMPANY, a national banking association. ("Tenant") are
executing simultaneously herewith a Third Amendment to Lease (the "Third
Amendment"), whereby Landlord is leasing certain space (the "Third Amendment
Expansion Premises") to Tenant as more particularly described in the Third
Amendment. In connection with the execution of the Third Amendment, Landlord
and Tenant have further agreed as follows (all terms herein without definition
shall have the meaning ascribed to such terms in the Third Amendment):
1. Space Plan. Tenant, at Tenant's sole cost and expense, subject to
reimbursement by Landlord from the Third Amendment Expansion Premises Allowance,
has directed and authorized its internal or in-house architect or an outside
architect reasonably acceptable to Landlord (the "Architect") to prepare a space
plan of the Third Amendment Expansion Premises ("Space Plan") depicting the
physical layout of the Third Amendment Expansion Premises. Upon completion,
Tenant shall deliver the Space Plan to Landlord for Landlord's approval, such
approval not to be unreasonably withheld or delayed.
2. Working Drawings. Tenant shall also cause the Architect to prepare, at
Tenant's sole cost and expense, the final architectural, mechanical (including
heating, ventilating and air-conditioning) electrical, plumbing and structural
plans and specifications ("Working Drawings") necessary to complete the work
("Work") required to construct the improvements to the Third Amendment Expansion
Premises depicted in the Space Plan previously approved by Landlord.
Tenant shall cause Architect to submit the finished Working Drawings to
Landlord and Landlord shall review the Working Drawings and grant its consent or
denial thereof within five (5) business days after receipt of all of the Working
Drawings, which approval shall not be unreasonably withheld or delayed (provided
in all events Landlord may withhold its consent to the Working Drawings to the
extent the same affects the structural integrity of the Building or adversely or
materially affects any Building system). To the extent Landlord does not
provide its consent to the Working Drawings as aforesaid, Landlord shall state,
with specificity, Landlord's reasons for such disapproval. Tenant shall then be
required to make such corrections as Landlord may designate and resubmit the
Working Drawings to Landlord for its consent.
Subsequent to Landlord's approval of the Working Drawings, any changes to
the Working Drawings requested by Tenant shall be subject to the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed, provided Landlord may withhold its consent to any of said changes for
the same reasons previously stated for not approving the Working Drawings and
under the same conditions as stated in the preceding Paragraph.
Tenant shall pay to Landlord any reasonable out-of-pocket costs or expenses
Landlord incurs in the process of reviewing the Working Drawings or any changes
thereto.
Exhibit B - Page 1
3. Work. Tenant shall cause the Work to be completed. Tenant hereby
agrees that the Work shall be completed by a general contractor selected by
Tenant and approved by Landlord, which approval shall not be unreasonably
withheld or delayed (the "General Contractor"). Tenant shall cause General
Contractor to hire only union subcontractors (collectively, "Subcontractors").
Further, Tenant agrees Tenant's failure to cause General Contractor to hire only
union Subcontractors shall constitute a default under the Lease. Tenant agrees
General Contractor shall have no right to commence any Work to the Third
Amendment Expansion Premises unless and until Tenant has tendered to Landlord a
building permit for the Work issued by the City of Chicago. Tenant agrees to
display the building permit at the Third Amendment Expansion Premises at all
times during the prosecution of the Work. Tenant hereby guarantees to Landlord
that the Work shall be completed in a lien free manner and in strict accordance
with the Working Drawings and all applicable laws (it being acknowledged by
Landlord and Tenant the provisions of the Lease shall control with respect to
mechanics' liens filed against the Real Estate or the Building as a result of
the Work). Tenant shall only conduct the Work between the hours of 7:00 a.m. to
6:00 p.m. unless otherwise consented to by Landlord (which consent shall not be
unreasonably withheld or delayed) and shall cause as minimal disruption as
reasonably possible to other tenants of the Building.
4. Freight Elevator. For purposes of the Work, Tenant shall have the non-
exclusive right to use the Building's freight elevator subject to availability
and scheduling as may be reasonably established by Landlord. Such freight
elevator use by Tenant during normal business hours shall be free of charge
during such construction period; provided, however, to the extent Tenant
utilizes such freight elevators after normal business hours, Tenant shall pay to
Landlord any reasonable costs and expenses incurred by Landlord as a result of
such after hours activities; provided, further, if any other tenant of the
Building is also using said freight elevator with Tenant after normal business
hours, then any charge to Tenant shall be apportioned between all parties
utilizing said freight elevators.
5. Cost of Work. Tenant shall be responsible for and shall pay all costs
associated with the Space Plan, the Working Drawings and the Work. Tenant shall
pay all amounts timely so as to prevent the filing of any liens against the
Third Amendment Expansion Premises, the Building or the Real Estate.
Landlord will provide to Tenant an allowance in an amount not to exceed
Twenty-four Thousand and 00/100 Dollars ($24,000) for the Space Plan, the
Working Drawings and the Work associated with the Third Amendment Expansion
Premises (the "Third Amendment Expansion Premises Allowance"). If the aggregate
cost of the Space Plan, the Working Drawings and the Work exceed the Third
Amendment Expansion Premises Allowance ("Shortfall"), Tenant shall be solely
responsible and shall pay the Shortfall. The Third Amendment Expansion Premises
Allowance shall be paid to Tenant on or before October 15, 1998.
6. Lien Waivers. Tenant shall diligently obtain and promptly deliver to
Landlord all waivers of lien and affidavits of the General Contractor, all
subcontractor, laborers, suppliers and materialmen and others conducting
"lienable" work on or to the Third Amendment Expansion Premises. In any event,
Tenant shall submit all such waivers of lien and affidavits to Landlord no later
than the earlier of (a) thirty (30) days after substantial completion of the
Work or (b) June 1, 1999.
7. Utility Costs. Tenant shall be responsible and shall pay for the cost
of utility services provided to the Third Amendment Expansion Premises during
construction of the Work. It is acknowledged by Tenant that Tenant shall be
responsible for causing all utilities to be operating within
Exhibit B - Page 2
the Third Amendment Expansion Premises as of the Third Amendment Expansion
Premises Commencement Date and, to the extent such utilities are not operating
within the Third Amendment Expansion Premises as of the Third Amendment
Expansion Premises Commencement Date, through no fault of Landlord, Landlord's
obligations to supply certain utilities described in the Lease shall be of no
force and effect until such time as Tenant causes said utilities to be
operational within the Third Amendment Expansion Premises.
8. Insurance.
(i) During the course of construction of the Work, Tenant shall obtain,
pay for and maintain or cause General Contractor to obtain, pay for
and maintain insurance for the coverages and amounts of coverage not
less than those set forth below in the Schedule of Insurance Coverages
(as hereinafter defined) and shall provide or shall cause General
Contractor to provide to Landlord certificates issued by insurance
companies reasonably satisfactory to Landlord to evidence such
coverages before any Work commences at the Third Amendment Expansion
Premises. Such certificates shall provide that there shall be no
termination, non-renewal, modification or expiration of such coverage
without thirty (30) days prior written notice to Landlord. Such
certificates shall name Metropolitan Life Insurance Company, owner,
and CB Commercial Real Estate Group, Inc. and its affiliates and
subsidiaries, manager, as additional insureds. In the event of any
failure by Tenant to cause General Contractor to comply with the
provisions of this Xxxxxxxxx 0, Xxxxxxxx may, at its option, upon
notice to Tenant, suspend the Work until such time as there is full
compliance with this Paragraph 8. Tenant shall provide to Landlord a
certified copy of any and all applicable insurance policies upon
request of Landlord.
(ii) Schedule of Insurance Coverages. The following shall constitute the
"Schedule of Insurance Coverages":
(a) Workers' Compensation Insurance. Coverage complying with the law
of the State of Illinois and Employer's Liability insurance with
a limit of $1,000,000.00 each accident, including occupational
disease coverage with a limit of $1,000,000.00 per person subject
to aggregate limit of $1,000,000.00 per annum.
(b) Comprehensive Automobile Liability Insurance. $1,000,000.00
combined single limit of liability for bodily injuries, death and
property damage resulting from any one occurrence, including all
owned, hired and non-owned vehicles.
Exhibit B - Page 3
(c) Commercial General Liability Insurance. $1,000,000.00 combined
single limit of liability for bodily injuries, death and property
damage resulting from any one occurrence, including the following
coverages:
(1) Premises and Operations;
(2) Completed Operations for one (1) year after completion of
the Work:
(3) Broad Form Comprehensive General Liability Endorsement,
Bodily Injury (with employment and contractual exclusions
deleted) and Broad Form Property Damage Coverage;
(4) Independent Contractors; and
(5) Delete Exclusions relative to Collapse, Explosion and
Underground Property Damage Hazards;
(d) Builder's Risk Insurance. Tenant shall procure, pay for, and
maintain all-risk builder's risk insurance (or comparable form)
for the full insurable value of all labor and materials
incorporated into the construction of the Work, while at the
construction site and/or staging area awaiting erection and
during erection, until completion and acceptance. Insurance is
to cover real and personal property after it is received at the
construction site and/or staging area (but not while otherwise
stored off-site or in transit). The policy so purchased shall
insure Landlord, General Contractor and the Subcontractors as
their interests may appear and shall be so written as to provide
for reimbursement, in the event of claim for loss or damage, for
the entire cost of repairing or replacing, reconditioning, or re-
erecting the property lost or damaged with materials of similar
kind and quality, including, but not by way of limitation, the
cost of materials, labor, supervision, engineering and
transportation.
Notwithstanding the foregoing, Tenant may elect to effect
the all-risk builder's risk insurance described above
through a plan of self insurance provided that Tenant
complies with the provisions of Paragraph 17.A of the__
Lease relating to self insurance as applied to the insurance
coverage requirements contained in this subparagraph
(including, without limitation, obtaining Landlord's
consent).(e) Miscellaneous.(1) Any insured loss or claim of
loss pursuant to this Paragraph 8 shall be adjusted by
Landlord, and any settlement payments shall be made payable
to Landlord as trustee for the insureds, as their interests
may appear, subject to the requirements of any applicable
mortgagee clause. Upon the occurrence of an insured loss or
claim of loss, monies received will be held by Landlord who
shall make distribution in accordance with an agreement to
be reached in such event between Landlord and Tenant. If the
parties are unable to agree between themselves on the
settlement of the loss, such dispute shall be submitted to a
court of competent jurisdiction to determine ownership
Exhibit B - Page 4
of the disputed amounts but the Work shall nevertheless
progress during any such period of dispute without prejudice
to the rights of any party to the dispute.(2) Landlord
shall not insure or be responsible for any loss or damage to
property owned, rented or leased by General Contractor,
Subcontractors, or their employees, servants or agents,
other than property which will become a part of the
permanent construction.
(3) With respect to General Contractor's operations, Tenant
shall cause General Contractor to purchase, maintain and pay
for all-risk contractor's equipment floater on all
machinery, tools, equipment and other similar property in an
amount at least equal to their fair market value and any
deductible shall be for the account of General Contractor.
This insurance coverage shall be the sole and complete means
of recovery for any loss covered by such insurance.
(f) Subcontractor's Insurance. Tenant shall cause General Contractor to
require each of its Subcontractors to comply with a Worker's
Compensation, Employer's Liability, Comprehensive General Liability
and the Automobile Liability insurance provisions set forth in the
Schedule of Insurance Coverages. Tenant shall cause General
Contractor to cause each of the Subcontractors to deliver to Landlord
certificates of insurance evidencing the foregoing coverages prior to
commencement of respective Work and, in the event Tenant fails to
cause General Contractor to cause each Subcontractor to deliver to
Landlord the required certificates of insurance from such
Subcontractors and a claim is made or suffered, Tenant shall
indemnify, defend and hold harmless Landlord, its shareholders,
officers, directors, affiliates, employees or agents from any and all
claims for which the required insurance would have provided coverage.
This indemnity obligation is in addition to any other indemnity
obligation provided herein.
(g) Certificates of Insurance. All certificates of insurance required to
be delivered to Landlord as set forth herein from General Contractor
or any Subcontractor shall name Landlord as an additional insured as
its interest may appear.
9. Indemnification. To the fullest extent permitted by law, Tenant shall
indemnify, defend and hold harmless Landlord, its directors, officers,
employees, affiliates and agents (the "Indemnified Parties") from and against
any and all loss, cost, expense, damage, injury, liability, claim, demand,
penalty or cause of action (including reasonable attorneys' fees and court
costs), directly or indirectly arising out of, resulting from or related to (in
whole or in part), (1) the Work, (2) this Workletter, (3) any mechanics' liens
which may be placed against the Building or Real Estate as a result of the Work,
and (4) any act or omission of Tenant, General Contractor, any Subcontractor or
any individual, partnership, joint venture or corporation (a) directly or
indirectly employed by General Contractor or a Subcontractor, or (b) for whose
acts or omissions General Contractor or any Subcontractor may be liable. Subject
to the waiver of subrogation provisions in the Lease, the obligations of Tenant
under this indemnification shall apply to all matters except those arising
solely from the negligence or the willful acts or omissions of Landlord. Tenant
shall promptly advise Landlord in writing of any action, administrative or legal
proceeding or investigation as to which this indemnification may apply, and
Tenant, at Tenant's expense, shall assume on behalf of Landlord and conduct with
due diligence and in good faith the defense thereof with counsel
Exhibit B - Page 5
reasonably satisfactory to Landlord; provided, that Landlord shall have the
right to be represented therein by advisory counsel of its own selection and at
its own expense. The obligations of this Paragraph 9 shall survive final
completion of the Work and shall be in addition to the insurance requirements
set forth in the Lease and shall not be in discharge of or in substitution for
the same.
10. Landlord's Supervision. Tenant hereby acknowledges that Landlord, at
Landlord's cost, shall have the right to cause a "Supervising Architect" to
periodically inspect the Work to determine its compliance with the Working
Drawings. Tenant agrees to provide access to the Work to the Supervising
Architect and cooperate with the Supervising Architect at such times as Landlord
may request, in its reasonable discretion.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Workletter as of
the day and year of the execution of the Third Amendment.
LANDLORD: TENANT:
METROPOLITAN LIFE INSURANCE COMPANY, THE NORTHERN TRUST COMPANY,
a New York corporation a national banking corporation
By:_____________________________ By:___________________________
Its:____________________________ Its:__________________________
ATTEST:
By:____________________________
Its:___________________________
Exhibit B - Page 6
