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EXHIBIT 10.9
SUBLEASE
For
East Side of 22nd Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Chicago, Illinois
dated
May 15, 1999
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TABLE OF CONTENTS
PAGE
1. Sublease 1
2. Term 1
3. Master Lease 1
(a) Sublessor's Rights Under Master Lease 2
(b) Sublessor's Consent 2
(c) Landlord's Obligations 2
(d) Sublessor's Performance Under the Master Lease 2
(e) Sublessee's Quiet Enjoyment 2
(f) Right of Sublessor to Perform Sublessee's Obligations 3
4. Use and Improvements 3
5. Rent 3
(a) Gross Base Rent 4
(b) Additional Rent 4
6. Representations and Warranties Regarding Master Lease 4
(a) Status 4
(b) Rent 4
(c) No Default 5
7. Master Lease Notices 5
8. Insurance 5
(a) Insurance under Master Lease 5
(b) Other Insurance 5
(c) Insurance Certificates 5
(d) Waiver of Subrogation 6
9. Damage or Destruction 6
(a) Repair and Restoration 6
(b) Abatement of Rent 6
10. Indemnification and Waiver 6
11. Condemnation 7
(a) Total 7
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(b) Partial 7
12. Sublessee's Estoppel Certificate 7
13. Assignment and Subleases 8
(a) Sublessee Assignment 8
(b) Sublessor Assignment 8
14. Condition of Sublease Premises 8
(a) Condition 8
(b) Upon Termination 8
15. Access to the Sublease Premises 8
16. Sublessee's Default 9
(a) Default 9
(b) Termination 9
(c) Other Remedies 9
(d) Costs and Expenses 11
17. Security Deposit 11
18. Notices 11
19. Brokers 12
20. Late Payments 12
21. Miscellaneous 12
(a) No Waiver 12
(b) Memorandum of Lease 12
(c) Governing Law 12
(d) Successors and Assigns 13
(e) Amendments 13
(f) Time of Essence 13
(g) Severability 13
(h) Entire Agreement 13
(i) Relationship Between the Parties 13
(j) Remedies Cumulative 13
(k) Conflict 13
(l) Representative 13
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SUBLEASE
THIS SUBLEASE (the "SUBLEASE") is made and entered into as of this 15th
day of May, 1999, by and between ▇▇▇▇▇▇ INTERNATIONAL, INC., an Indiana
corporation, ("SUBLESSOR") and UNIVERSAL ACCESS, INC., a Illinois corporation
("SUBLESSEE").
WITNESSETH:
WHEREAS, pursuant to that certain Office Lease dated as of August 31,
1988 (the "Master Lease") by and between Chicago Title and Trust Company as
Trustee u/t/a dated April 16, 1985, known as Trust No. 1086781 ("LANDLORD") and
Sublessor, a portion of the building commonly known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "PREMISES") was demised and let to
Sublessor; and
WHEREAS, Sublessor desires to sublease, subdemise and sublet unto
Sublessee and Sublessee desires to sublease, subhire and take from Sublessor, a
portion of the Premises, located on the east side of the 22nd Floor of ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, depicted on Exhibit A (the "Sublease
Premises") which shall be deemed to have 12,262 rentable square feet, subject to
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the rents hereinafter reserved and
the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Sublessor and Sublessee hereby agree as follows:
1. Sublease. Sublessor hereby subleases, subdemises and sublets unto
Sublessee, and Sublessee hereby subleases, subhires and takes from Sublessor,
the Sublease Premises, for the Term (as hereinafter defined) and subject to the
terms and conditions hereinafter set forth. Sublessee shall be entitled to
receive from Landlord those services and benefits with respect to Sublessee's
use and occupancy of the Sublease Premises that Sublessor is entitled to as
Tenant under the Master Lease.
2. Term. The term of this Sublease (the "Term") shall commence on May
15, 1999 (the "SUBLEASE COMMENCEMENT DATE"), and shall terminate on December 31,
2000 (the "EXPIRATION DATE"), unless sooner terminated as provided herein.
3. Master Lease. This is a Sublease, and this Sublease is subject to
and subordinate in all respects, to the Master Lease. Those portions of the
Master Lease constituting covenants by Tenant under the Master Lease, attached
hereto as Exhibit B (the "MASTER LEASE COVENANTS") are incorporated herein by
reference as if fully set forth herein. Sublessee agrees that nothing herein
contained shall be deemed to grant Sublessee any rights that would conflict with
any of the covenants and conditions of the Master Lease, and Sublessee agrees
that it will do nothing in, on or about the Sublease Premises which would result
in the breach by Sublessor of Sublessor's undertakings and obligations under the
Master Lease. Nothing contained in this Sublease shall be construed as a
guarantee by Sublessor of any of the obligations, covenants, warranties,
agreements
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or undertakings of Landlord in the Master Lease, nor as an undertaking by
Sublessor to Sublessee on the same or similar terms as are contained in the
Master Lease. During the term of this Sublease except as set forth herein, with
respect to the Sublease Premises Sublessee agrees to assume and be bound by all
of the non-rental payment covenants and agreements made by Sublessor under the
Master Lease Covenants and to perform all of the non-rental payment duties,
responsibilities and obligations of Sublessor under the Master Lease Covenants
(the "MASTER LEASE OBLIGATIONS"), in each case respecting such covenants,
substituting Sublessor for Landlord (as defined in the Master Lease) and
Sublessee for Tenant (as defined in the Master Lease), and to hold Sublessor
harmless from any damages, responsibility or liability which Sublessor may incur
by virtue of Sublessee's use of the Sublease Premises or any failure of
Sublessee to perform under this Sublease, including, but not limited to,
performance of the Master Lease Obligations.
In order to effectuate the understandings and intent of Sublessor and
Sublessee as set forth in this Sublease, Sublessor and Sublessee agree as
follows:
(a) Sublessor's Rights Under Master ▇▇▇▇▇. Subject to the terms and
provisions of this Sublease, whenever Sublessor, as the Tenant under the Master
Lease, has reserved a right under the Master Lease, such right shall inure only
to Sublessor, as Tenant under the Master Lease, and Sublessee shall have no
right, power or authority to amend, revise, terminate or waive any provision of
or otherwise adversely affect the Master Lease or to sell, assign, transfer or
convey the leasehold interest of Sublessor in the Master Lease.
(b) Sublessor's Consent. Subject to the terms and provisions of this
Sublease, to the extent that Landlord under the Master Lease has reserved the
power to consent to or to object to an action to be performed by the Tenant
under the Master Lease, Sublessor reserves the same right to consent to or
object to such action by Sublessee under this Sublease.
(c) Landlord's Obligations. With respect to the performance of any
obligations of Landlord under the Master Lease ("LANDLORD OBLIGATIONS"),
Sublessor shall have no obligation to perform Landlord Obligations. Sublessor
agrees to use all reasonable efforts to cause Landlord to provide for Sublessee
each and all the services and repairs affecting Sublessee's use and occupancy of
the Sublease Premises that Sublessor is entitled to receive from Landlord under
the Master Lease ("Landlord Obligations"); provided, however, nothing contained
in this Sublease shall be construed as a guarantee by Sublessor that such
Landlord Obligations will be performed, nor as an undertaking by Sublessor to
provide such services or repairs to Sublessee on the same or similar terms. If,
after written request from Sublessee, Sublessor fails to take action for the
enforcement of Sublessor's rights (as Tenant under the Master Lease) against
Landlord, Sublessee shall have the right to make demand upon Landlord with
respect thereto and if such failure is within ▇▇▇▇▇▇▇▇'s control not remedied
within 10 business days Sublessee may set off its Rent against the cost to cure
the failure to provide such services or repairs. To the extent that ▇▇▇▇▇▇▇▇▇'s
rent abates under the Master Lease with respect to the Sublease Premises as a
result of the interruption of or failure of Landlord to provide services in
accordance with Paragraph 8 of the Master Lease, ▇▇▇▇▇▇▇▇▇'s Rent hereunder
shall ▇▇▇▇▇ on a comparable basis.
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(d) Sublessor's Performance Under the Master Lease. Sublessor covenants
and agrees that from and after the date hereof and during the term of the Master
Lease, Sublessor shall comply in all respects with the requirements of the
Master Lease and not take any action or enter into any agreements which shall be
in conflict with Sublessor's obligations under this Sublease.
(e) Sublessee's Quiet Enjoyment. Sublessor covenants that so long as
Sublessee keeps, observes and performs all of the terms, conditions, provisions
and agreements herein contained on the part of Sublessee to be kept, observed
and performed, including, without limitation, payment of Rent (as hereinafter
defined), Sublessee shall during the Term peaceably and quietly hold the
Sublease Premises, subject to the Master Lease and subject to the terms,
covenants, conditions, provisions and agreements hereof, free from hindrance by
Sublessor. The foregoing covenant shall not, however, in any way limit,
supersede or override any other provision of this Sublease nor shall it make
Sublessor in any way guarantor of or require Sublessor to guarantee or assure
Sublessee against claims of Landlord or any other third party which do not arise
out of a failure by Sublessor to comply with its obligations under this
Sublease.
(f) Right of Sublessor to Perform Sublessee's Obligations. If Sublessee
shall fail to make any payment or perform any act required to be made or
performed by Sublessee under the Master Lease Covenants, and such default is not
cured by Sublessee by the first to occur of (i) one-half of the period specified
in the Master Lease for curing such default if such period is ten (10) days or
less or (ii) five (5) days prior to the expiration of such Master Lease cure
period, Sublessor, without waiving or releasing any obligation or default
hereunder, may (but shall be under no obligation to) make such payment or
perform such act for the account and at the expense of Sublessee, and may take
any and all such actions as Sublessor in its sole discretion deems necessary or
appropriate to accomplish such cure. If Sublessor shall reasonably incur any
expense in remedying such default, Sublessor shall be entitled to recover such
sums upon demand from Sublessee as Additional Rent under this Sublease and such
sums shall bear interest from their due date at the prime rate as announced from
time to time by Bank One, N.A. plus three percent (3%) per annum (the "DEFAULT
RATE"). In the event that Bank One, N.A. shall no longer announce a "prime rate"
then the interest rate which shall serve as the Default Rate shall be the 90-day
United States Treasury Bill interest rate plus four percent (4%) per annum.
4. Use and Improvements. Sublessee shall use the Sublease Premises as
an office facility only. Sublessee's use of the Sublease Premises shall at all
times comply with any and all laws, rules, regulations and ordinances of all
governmental authorities having jurisdiction over the Sublease Premises.
Sublessee hereby agrees to take and accept the Sublease Premises "AS IS,"
without requiring any alterations, improvements, repairs or decorations to be
made by any party. Sublessee shall not make or cause to be made any additions,
improvements or alterations to the Sublease Premises or the Premises without
Sublessor's prior written consent, which shall not be unreasonably withheld,
delayed or conditioned. Notwithstanding the foregoing, subject to any necessary
approval thereof by Landlord, Sublessor hereby approves those alterations to the
Subleased Premises set forth on Exhibit C attached hereto ("Sublessee
Alterations") provided that the quality of those Sublease Alterations is at
least comparable to that of existing improvements. Upon the expiration or
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termination of this Sublease, Sublessee shall have no obligation to remove the
Sublessee Alterations. In the event that Sublessor consents to any additions,
improvements or alterations, such additions, improvements and alterations shall
be completed at Sublessee's sole cost and expense in accordance with plans
approved by Sublessor and Landlord and in compliance with all applicable laws,
statutes, ordinances, codes, rules and regulations of governmental authorities
having jurisdiction over the Sublease Premises and the Premises. Sublessee shall
be wholly responsible for any and all costs of securing card-keys for its
personnel for the building security system and for any charges under the Master
Lease for or in connection with any adjustments to or changes of the security
system resulting from this Sublease and ▇▇▇▇▇▇▇▇▇'s occupancy hereunder.
Sublessee shall provide Sublessor with prior written notices of any work
involving electrical, communications, HVAC or other building systems and shall
have any such work performed by qualified and licensed contractors.
Sublessee shall pay all costs and expenses incurred in connection with
special services requested by it for or in connection with the Sublease Premises
that are beyond those services normally provided to tenants of the Premises,
including but not limited to, after-hours HVAC and after-hours freight elevator
service ("SPECIAL SERVICES").
5. Rent. Sublessee shall pay as rent for the Sublease Premises, the
aggregate of the following, all of which are hereby declared to be "RENT":
(a) Gross Base Rent. Sublessee shall pay to Sublessor at such place as
Sublessor may from time to time designate, in coin or currency, which, at the
time of payment, is legal tender for private or public debts in the United
States of America, at annual rates as hereinafter specified, gross base rent
("GROSS BASE RENT"). Gross Base Rent shall be paid in monthly installments as
hereinafter provided, in advance on or before the first day of each and every
month during the Term, without any set-off or deduction whatsoever. If the Term
commences other than on the first day of a month, Gross Base Rent for such month
shall be prorated. The Gross Base Rent for the portion of the month in which the
Term commences shall be paid on the first day of the Term.
Gross Base Rent for the Term shall be the sum of Six Hundred
Thirty-Eight Thousand One Hundred Fifty-One and 53/100 Dollars
($638,151.53), payable in monthly installments as follows:
(1) Sublessee shall pay to Sublessor on the Sublease
Commencement Date the sum of Sixteen Thousand Eight Hundred
Seventy-Six and 80/100 Dollars ($16,876.80), representing Base
Rent for May, 1999; and
(2) Beginning on June 1, 1999, and thereafter on the
first day of each month through and including December 1, 2000,
Sublessee shall pay monthly installments of Base Rent of
Thirty-Two Thousand Six Hundred Ninety-Eight and 67/100 Dollars
($32,698.67) each.
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(b) Additional Rent.
(1) Sublessee shall pay any and all additional sums for
Special Services as and when such charges may become due. Sublessee
shall pay to Sublessor, an electricity charge for the Sublease
Premises, equal to Sublessor's actual cost of all electricity
consumed on the Sublease Premises based on Sublessee's monthly
metered usage for the Sublease Premises. Such sums shall be due
with the next installment of Gross Base Rent.
(2) Any sums due to Sublessor by Sublessee under this
Sublease which are not Gross Base Rent shall be deemed and
considered to constitute "ADDITIONAL RENT".
6. Representations, Warranties and Covenants Regarding Master Lease. As
of the date hereof Sublessor hereby represents, warrants and covenants to
Sublessee as follows:
(a) Status. Sublessor is the current tenant under the Master Lease and
the Master Lease is in full force and effect. The stated expiration date of the
term of the Master Lease extends beyond the Term of this Sublease.
(b) Rent. All rents and other amounts (including additional rents and
other charges) reserved or required under the Master Lease have been paid to the
extent they were payable prior to the date hereof.
(c) No Default. Sublessor is not in default under the Master Lease and
to the best of Sublessor's knowledge, there is no existing default by Landlord
under the Master Lease.
(d) This Sublease will not conflict with, constitute a default under or
result in a breach of or a violation of any provision of the Master Lease.
(e) Sublessor will not amend or modify any term of the Master Lease in
a manner that would materially decrease Sublessee's benefits or materially
increase Sublessor's obligations hereunder.
7. Master Lease Notices. From and after the date hereof Sublessor and
Sublessee shall each immediately deliver to the other true, complete and exact
copies of any notices, demands, communications or other instruments or documents
received from, or given by or to Landlord, by either of them pertaining to any
default under the Master Lease. Sublessor and Sublessee shall each immediately
furnish the other with any and all information such party may request concerning
performance by the other party of the covenants of the Master Lease. Any notice
of default delivered by Landlord relating to the Sublease Premises, pursuant to
the Master Lease, with respect to a Master Lease Obligation, shall be deemed and
considered to be a notice of default by Sublessor pursuant to this Sublease.
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8. Insurance.
(a) Insurance under Master Lease. From and after the Sublease
Commencement Date Sublessee shall, at a minimum, obtain, pay for and provide or
cause to be provided any and all liability insurance policies with the coverages
and types of insurance carriers all as may be required to be obtained and
carried under, and in strict conformance and compliance with, the Master Lease.
From and after the Sublease Commencement Date Sublessee shall, at a minimum,
provide or cause to be provided to Landlord and Sublessor in a timely fashion
and in strict compliance and conformance with the Master Lease all appraisals,
certificates, endorsements and notices relating to or respecting such insurance
required by the Master Lease. Sublessor and Landlord shall be named as an
additional insured under each of such insurance policies.
(b) Other Insurance. In addition to the insurance policies and
coverages required to be provided under the foregoing Section 8(a), from and
after the Sublease Commencement Date Sublessee shall also provide or cause to be
provided the following insurance policies or increased coverages under the
foregoing policies:
(1) A standard form of fire insurance policy insuring leasehold
improvements, personal property, equipment and fixtures of Sublessee on
the Sublease Premises ("Sublessee's Property") in an amount equal to the
full replacement value of Sublessee's Property, with broad form extended
coverage endorsement (including explosion and sprinkler leakage
coverage); and
(2) Workers' compensation insurance in an amount required by
applicable law.
(c) Insurance Certificates. All policies provided for under this
Sublease shall provide for at least thirty (30) days prior written notice of
cancellation by the insurer to Sublessor. Sublessee shall furnish to Sublessor
on the Sublease Commencement Date and not less than thirty (30) days before the
expiration of any such policy a certificate evidencing, or if requested by
Sublessor a certified copy of, each insurance policy. Sublessor and Landlord
shall be named as an additional insured with respect to the foregoing insurance
policies.
In case Sublessee fails to furnish Sublessor with any policy of
insurance or certificate thereof, or in case Sublessee fails to furnish
Sublessor with a renewal policy of insurance or certificate thereof, as
hereinabove provided, Sublessor, after ten (10) days written notice to
Sublessee, may, at its option, but shall not be required to, procure the same
and the cost thereof shall be payable by Sublessee within ten (10) days after
written demand therefor and shall be deemed and collectible as Additional Rent
and shall bear interest at the Default Rate from the date of such payment by
Sublessor and demand to Sublessee until the same shall be repaid by Sublessee.
(d) Waiver of Subrogation. Sublessee agrees that each policy of
insurance shall contain a waiver of subrogation clause as to Sublessor and
Landlord and their officers, directors, employees, agents and invitees (the
"SUBLESSOR INDEMNIFIED PARTIES"); and Sublessee waives, releases and
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discharges Sublessor and the Sublessor Indemnified Parties from all claims or
demands whatsoever which Sublessee may have or acquire arising out of damage to
or destruction of the machinery, equipment, furniture, fixtures, personal
property and business of Sublessee occasioned by fire or other cause, whether
such claim or demand may arise because of the negligence or fault of Sublessor
and the Sublessor Indemnified Parties and Sublessee agrees to look to the
insurance coverage only in the event of such loss. Sublessor agrees that each
policy of insurance insuring the leasehold improvements, personal property,
equipment and Fixtures of Sublessor shall contain a waiver of subrogation clause
as to Sublessee and its officers, directors, employees, agents and invitees (the
"SUBLESSEE INDEMNIFIED PARTIES"); and Sublessor waives, releases and discharges
Sublessee and the Sublessee Indemnified Parties from all claims or demands
whatsoever which Sublessor may have or acquire arising out of damage to or
destruction of the machinery, equipment, furniture, fixtures, personal property
and business of Sublessor occasioned by fire or other cause, whether such claim
or demand may arise because of the negligence or fault of Sublessor and the
Sublessee Indemnified Parties and Sublessor agrees to look to the insurance
coverage only in the event of such loss.
9. Damage or Destruction.
(a) Repair and Restoration. If the Property or the Premises or any part
thereof, or the Sublease Premises or any part thereof, shall, at any time or
times after the Sublease Commencement Date during the continuance of the Term,
be destroyed or damaged by fire or other casualty, Sublessor shall not be
obligated to undertake any repair or restoration of the Sublease Premises. In
the event that the Master Lease is terminated pursuant to Section 13 of the
Master Lease, this Sublease shall also terminate as of the date of termination
of the Master Lease. In the event that the Master Lease is not terminated and
Landlord undertakes to repair the property pursuant to Section 13 of the Master
Lease, then, at Sublessor's option, this Sublease shall continue in full force
and effect and Sublessee's rights shall at all times remain subject to the
rights of Landlord and Sublessor under the Master Lease. In the event that this
Sublease is not terminated, Sublessee shall take possession of the Sublease
Premises within two (2) days after notice from Sublessor that repairs to the
Sublease Premises have been substantially completed by Landlord.
(b) Abatement of Rent. In the event of fire or other casualty, Rent
shall be abated pursuant to the terms and provisions of Section 13.A of the
Master Lease.
10. Indemnification and Waiver. In addition to and not in derogation of
the obligations of Sublessee under the Master Lease, except to the extent
prohibited by law, Sublessee hereby agrees to defend, indemnify and hold
Sublessor and ▇▇▇▇▇▇▇▇▇'s officers, directors, invitees, employees, agents,
successors and assigns, harmless from all loss, damage, expense, claims and
actions that Sublessor or Sublessor's officers, directors, invitees, employees,
agents, successors and assigns may suffer or sustain or be held liable for,
arising out of loss of life or damage or injury to persons or property to
whomsoever belonging, arising out of or connected with the following:
(a) The use of the Sublease Premises or any portion of the Premises by
Sublessee or its beneficiaries, officers, agents, employees, tenants, invitees
or licensees; or
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(b) Failure by Sublessee to comply with its obligations hereunder or
under the Master Lease Covenants.
Sublessee agrees, to the extent not expressly prohibited by law, that
Sublessor and the Sublessor Indemnified Parties shall not be liable, and
Sublessee waives all claims, for damage to property and business sustained
during the Term of this Sublease by Sublessee occurring in or about the Premises
or the Sublease Premises resulting directly or indirectly from any existing or
future condition, defect, matter or thing in the Premises, the Sublease Premises
or any part thereof, or from equipment or appurtenances becoming out of repair
or from accident, or from any occurrence or act or omission of Sublessor or any
of the Sublessor Indemnified Parties, or any other person. All property of
Sublessee shall be solely at the risk of Sublessee and Sublessee relieves and
releases Sublessor of all responsibility for theft, robbery or pilferage.
Indemnification of Sublessee: Sublessor hereby indemnifies and holds
Sublessee harmless from and against any and all claims, damages, losses,
expenses and liabilities (including reasonable attorneys' fees) incurred as a
result of or arising out of:
(a) any claim for personal injury or property damage asserted against
Sublessee in connection with the land or the building that arise on any portion
of the Sublease Premises not during the Term, and
(b) any termination of this Sublease resulting from (i) a default by
Sublessor under the Master Lease not directly caused by Sublessee's default
hereunder, or (ii) any act of Sublessor.
11. Condemnation.
(a) Total. Subject to the rights of Landlord under the Master Lease,
after the date hereof in the event that the entire Sublease Premises shall be
taken or damaged by the exercise of the power of eminent domain, then (whether
or not this Sublease shall terminate by operation of law upon such exercise of
the power of eminent domain) this Sublease shall terminate effective as of the
date of such taking and Rent shall be prorated to such date of termination.
Sublessee shall not be entitled to any award or portion thereof arising from
such taking.
(b) Partial. In the event that after the date hereof a portion of the
Premises or the Sublease Premises is taken or damaged by the exercise of the
power of eminent domain and the Master Lease is not terminated pursuant to the
provisions of the Master Lease, then this Sublease shall not terminate but Rent
shall be apportioned based upon the proportion of the Sublease Premises not so
taken or damaged. Sublessee shall not be entitled to any award or any portion
thereof arising from such partial taking.
12. Estoppel Certificate. Sublessee and Sublessor agree, at any time and
from time to time, upon not less than ten (10) business days prior written
request to execute, acknowledge and deliver a statement in writing in recordable
form certifying (i) that this Sublease is unmodified and
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in full force and effect (or, if there have been modifications, that this
Sublease is in full force and effect, as modified, and stating the
modifications), (ii) the date to which Rent and other charges have been paid,
(iii) whether or not there is any existing default under this Sublease and
specifying any such breach or default known to such party.
13. Assignment and Subleases.
(a) Sublessee Assignment. Sublessee shall not assign or sub-sublease all
or any part of its right, title and interest in this Sublease or any part of its
interest in the Sublease Premises or any part thereof.
(b) Sublessor Assignment. From and after the Sublease Commencement Date,
Sublessor shall be entitled to assign its interest in the Master Lease, subject
to this Sublease, and/or this Sublease to any person it shall so desire free of
any obligation or duty to secure the consent of Sublessee. Any assignment
permitted under this Section 13(b) shall be effective to release Sublessor from
any and all future obligations under this Sublease, provided the assignee
assumes Sublessor's obligations hereunder.
14. Condition of Sublease Premises.
(a) Condition. Sublessee acknowledges that Sublessor has made no
representations regarding the Sublease Premises as to adequacy and/or fitness
for Sublessee's proposed use thereof, or for any use, provided, however,
Sublessor states that to the best of its knowledge the HVAC and mechanical
systems in the Sublease Premises are in good condition. From and after the
Sublease Commencement Date Sublessee shall, at its own expense, maintain and
repair the Sublease Premises including, without limitation, any and all HVAC,
electrical or plumbing systems serving the Sublease Premises consistent with the
Master Lease in at least as good of a condition as exists on the Sublease
Commencement Date. Sublessee's maintenance and repair obligations with respect
to the Sublease Premises shall be identical to Sublessor's maintenance and
repair obligations as set forth in the Master Lease.
(b) Upon Termination. At the Expiration Date or upon any other
termination of this Sublease, Sublessee shall deliver up the Sublease Premises
and all improvements and fixtures existing thereon in good order and condition,
reasonable wear and tear from normal use and fire or casualty excepted; and all
improvements existing on the Sublease Premises upon the termination of this
Sublease which have been put in at the expense of Sublessee shall remain upon
and be surrendered with the Sublease Premises as a part thereof and thereupon
become the property of Sublessor without cost, charge or reimbursement to
Sublessee; provided, however, that upon request from Sublessor, all improvements
and alterations made by Sublessee shall be removed by Sublessee, at Sublessee's
sole cost and expense and the Sublease Premises shall be restored by Sublessee
to the same condition as of the Sublease Commencement Date, wear and tear, fire
or other casualty and condemnation excepted.
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15. Access to the Sublease Premises. From and after the Sublease
Commencement Date, Sublessee agrees that it will permit Sublessor, or any duly
authorized agent of Sublessor, access to the Sublease Premises at any reasonable
time for the purpose of examination and inspection of the same and to show the
space to other prospective subtenants upon reasonable prior notice. In addition,
Sublessor, after notice to Sublessee (except in the case of emergency when no
notice shall be required) shall be entitled to access to the Sublease Premises
to install, maintain, repair or replace any wiring, piping or other facilities
located above the drop ceiling of the Sublease Premises.
16. Sublessee's Default.
(a) Default. Each of the following shall be a default of Sublessee under
this Sublease:
(1) The non-payment by Sublessee to Sublessor of Gross Base Rent
within five (5) days after such sum is due, or the non-payment of any
other Rent after five (5) days written notice.
(2) Breach, default, or non-compliance by Sublessee with any
covenant contained in this Sublease other than those described in
Section 1(a)(1), followed by notice as herein provided from Sublessor to
Sublessee and failure of Sublessee to remedy or correct such breach,
default or non-compliance (i) as respects matters that are defaults
under the Master Lease, within the earlier to occur of one-half (1/2) of
the period specified in the Master Lease for curing such defaults or ten
(10) days or less or five (5) days prior to the expiration of such
Master Lease cure period, or (ii) as respects defaults which are
defaults hereunder but not under the Master Lease, within thirty (30)
days after receipt of such notice.
(3) A petition is filed by or against Sublessee to declare
Sublessee bankrupt or seeking a plan of reorganization or arrangement or
substitution, therefor, or to delay payment of, reduce or modify
Sublessee's debts; or any petition is filed or other action taken to
reorganize or modify Sublessee's capital structure; or Sublessee is
declared insolvent by law or any assignment of Sublessee's property is
made for the benefit of creditors; or a receiver is appointed for
Sublessee or Sublessee's property; provided, however, that in the event
of any involuntary proceeding or appointment brought against Sublessee,
Sublessee shall have sixty (60) days in which to have such a proceeding
or appointment dismissed.
(b) Termination. In the event a default as provided in Section 16(a)
above shall occur and not be timely cured within the time period provided,
Sublessor shall have the right immediately to terminate this Sublease, and
Sublessor shall have the immediate right to re-enter and repossess the Sublease
Premises and remove all persons therefrom without being guilty of trespass and
without prejudice to any remedies for accrued Rents or damages, and in such
event Sublessor shall be additionally entitled to recover reasonable attorneys'
fees incurred in connection with effecting such cancellation and termination.
Sublessee shall quit and peacefully surrender the Sublease Premises to Sublessor
upon or at any time after such termination, and after such termination Sublessor
may
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dispossess Sublessee and all persons from the Sublease Premises, and may have,
hold and enjoy the Sublease Premises and the right to receive all rental income
from the same.
(c) Other Remedies. In addition to the right of Sublessor to cancel and
terminate this Sublease as above provided for in this Section 16, and without
waiver or limitation of such right, Sublessor may after a default by Sublessee
which is not timely cured (i) recover damages from Sublessee for non-compliance
with any covenant, agreement or warranty contained in this Sublease or for
non-payment of any sum required to be paid by Sublessee to Sublessor, (ii) seek
specific performance or other equitable relief with respect to any covenant of
this Sublease and (iii) terminate Sublessee's right to possession without
terminating this Sublease, whereupon the right of Sublessee to possession of the
Sublease Premises or any part thereof shall cease. The waiver of any one event
of default shall not be construed as the waiver of any other event of default.
If Sublessor terminates Sublessee's right to possession of the Sublease
Premises without terminating this Sublease, such termination of possession shall
not release Sublessee, in whole or in part, from Sublessee's obligations
hereunder for the full Term. Sublessor shall have the right from time to time,
to recover from Sublessee, and Sublessee shall remain liable for, all Rent for
the period from the date of such termination of possession to the Expiration
Date. In any such case, Sublessor shall use reasonable efforts to relet the
Sublease Premises or any part thereof, for such time (which may be for a term
extending beyond the Term) and upon such terms as Sublessor, in Sublessor's
discretion, shall determine, and Sublessor shall not be required to accept any
subtenant offered by Sublessee or to observe any instructions given by Sublessee
relative to such reletting. Also, in any such case, Sublessor may change the
locks or other entry devices of the Sublease Premises and make repairs,
alterations and additions in or to the Sublease Premises and redecorate the same
to the extent deemed by Sublessor necessary or desirable, and Sublessee shall
upon ten (10) days written notice, pay the cost thereof (but only to the extent
necessary to restore the Sublease Premises to the condition as existed on the
Sublease Commencement Date) together with Sublessor's expenses of rereletting,
including, without limitation, customary brokerage commissions. Sublessor may
collect the rents from any such reletting and shall apply the same, first to the
payment of the expenses of reentry, redecoration, repair and alterations and the
expenses of reletting and second to the payment of Rent and any excess or
residue shall operate only as an offsetting credit against the amount of Rent
due and owing as the same thereafter becomes due and payable hereunder; but the
use of such offsetting credit to reduce the amount of Rent due Sublessor, if
any, shall not be deemed to give Sublessee any right, title or interest in or to
such excess or residue and any such excess or residue shall belong to Sublessor
solely; provided that in no event shall Sublessee be entitled to a credit on its
indebtedness to Sublessor in excess of the aggregate sum (including Rent) due
and owing or which would have been paid for the period for which the credit to
Sublessee is being determined, had no default occurred, as applicable. No such
re-entry, repossession, repairs, alternations, additions or reletting shall be
construed as an eviction or ouster of Sublessee or as an election on Sublessor's
part to terminate this Sublease, unless a written notice of such intention is
given to Sublessee, or shall operate to release Sublessee in whole or in part
from any of Sublessee's obligations hereunder, and Sublessor may, at any time
and from time to time, sue and recover judgment for any deficiencies from to
time remaining after the application from time to time of the proceeds of any
such reletting.
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In the event of the termination of this Sublease by Sublessor as
provided for above, Sublessor shall be entitled to recover from Sublessee all
sums which Sublessor is entitled to recover under any provision of this Sublease
including, but not limited to, all the fixed dollar amounts of Rent accrued and
unpaid for the period up to and including such termination date, as well as all
other additional sums payable by Sublessee and an amount equal to the excess of
the present value of Base Rent plus the Additional Rent provided to be paid for
the remainder of the Term over the rental value of the Sublease Premises for the
remainder of the Term after deduction of all anticipated expenses of reletting.
Should the rental value of the Sublease Premises after deduction of all
anticipated expenses of reletting exceed the present value of the Base Rent plus
the Additional Rent provided to be paid by Sublessee for the remainder of the
Term, Sublessor shall not be obligated to pay to Sublessee any part of such
excess.
(d) Costs and Expenses. Sublessee shall pay upon demand all of
Sublessor's costs, charges and expenses, including without limitation, court
costs and reasonable attorneys' fees incurred in successfully enforcing
Sublessee's obligations under this Sublease or incurred by Sublessor in any
litigation, negotiation or transaction in which Sublessee causes Sublessor to
become involved or concerned. The prevailing party in any proceedings between
Sublessor and Sublessee shall be entitled to recover its reasonable attorney's
fees incurred in such proceeding as a part of any judgment.
17. Sublessor's Default. Upon a default by Sublessor of any obligations
hereunder that adversely affects Sublessee, Sublessee may after thirty (30) days
written notice to Sublessor pursue any remedies it may have at law or in equity
against Sublessor.
Notwithstanding any other provision of this Sublease to the contrary
Sublessee waives any and all right to claim punitive damages and consequential
damages, including but not limited to loss of profits, and in no event shall
damages recoverable by Sublessee from Sublessor for any breach or breaches this
Sublease or any representation, warranty or covenant under or with respect to
this Sublease exceed $400,000 in the aggregate. Sublessor shall pay upon demand
all of Sublessee's costs charges and expenses, including without limitation
courts costs and reasonable attorneys' fees incurred in successfully enforcing
Sublessor's obligations under this Sublease.
18. Security Deposit. As additional security for the faithful and prompt
performance of its obligations hereunder, Sublessee has, concurrently with the
execution of this Sublease, paid to Sublessor an amount equal to $32,698.67 (the
"SECURITY DEPOSIT"). The Security Deposit may be applied by Sublessor for the
purpose of curing any default or defaults of Sublessee hereunder, in which event
Sublessee shall replenish the Security Deposit in full by promptly paying to
Sublessor the amount so applied. Sublessor shall not pay any interest on the
Security Deposit. If Sublessee has not defaulted hereunder, Sublessor has not
applied the Security Deposit to cure a default, or Sublessor has applied the
Security Deposit to cure a default and Sublessee has replenished the same, then
the Security Deposit, or such applicable portion thereof, shall be paid to
Sublessee after the termination of this Sublease and the surrender of the
Sublease Premises to Sublessor. The Security Deposit shall not be deemed an
advance payment of Rent or a measure of Sublessor's damages for
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any default hereunder by Sublessee, nor shall it be a bar or defense to any
action that Sublessor may at any time commence against Sublessee.
19. Notices. All notices or demands upon Sublessor or Sublessee desired
or required to be given under any provisions hereof shall be in writing. Any
notices or demands given under this Sublease shall be deemed to have been given
if a copy thereof has been delivered as herein provided addressed as follows:
If to Sublessor:
▇▇▇▇▇▇ International, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President of Legal Affairs
and General Counsel
If to Sublessee:
Universal Access, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
or to such other address or addresses as the party entitled to such notice may
hereafter from time to time specify by written notice to the other party.
Failure to provide copies of notices to those designated as entitled to a copy
shall not result in a notice being ineffective. Unless personal delivery is
specifically required under the provision of this Sublease the delivery of all
notices shall be deemed effective upon receipt if by personal delivery or two
(2) days after posting if by registered or certified United States mail. Any
parties' failure to accept delivery shall be deemed to constitute receipt for
the purposes of this Section 18.
20. Brokers. Sublessee and Sublessor each represent and warrant unto
each other that it has not dealt with any real estate brokers in connection with
this Sublease except for ▇▇▇▇ ▇▇▇▇▇▇▇ & Company (the "Broker") and, to its
knowledge, no person other than the Broker is entitled to any commission in
connection with this Sublease. Each party hereby indemnifies, defends and holds
the other party harmless from and against any and all claims of any real estate
broker for commissions in connection with this Sublease other than the Broker
pursuant to ▇▇▇▇▇▇▇▇▇'s written agreement with ▇▇▇▇▇▇, which claims arise from
alleged dealings with such party. Sublessor shall pay the brokerage fee to
Broker set forth in the statement delivered by ▇▇▇▇▇▇ dated April 23, 1999.
21. Late Payments. All payments becoming due under this Sublease and
remaining unpaid for more than five (5) days after the due date shall bear
interest from the due date until paid
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at the Default Rate (but in no event at a rate that is more than the highest
rate that is at the time lawful in the State of Illinois). In the event that in
any calendar year Sublessee shall be more than five (5) days delinquent in
paying any Gross Base Rent due hereunder on more than two occasions, then,
thereafter, during such calendar year any late payment shall bear a late payment
charge equal to five percent (5%) of the payment made, which charge shall be
payable with the payment and shall be in addition to and not in lieu of the
Default Rate of interest due on such sum.
22. Miscellaneous.
(a) No Waiver. The failure of either party to insist on strict
performance of any covenant or condition hereof, or to exercise any option
contained herein, shall not be construed as a waiver of such covenant, condition
or option in any other instance.
(b) Memorandum of Lease. Sublessee shall not record this Sublease or any
memorandum hereof.
(c) Governing Law. This Sublease has been negotiated, executed and
delivered in the State of Illinois, and the parties agree that the rights and
obligations of the parties under this Sublease shall be governed and construed
in accordance with the laws of the State of Illinois.
(d) Successors and Assigns. Each provision of this Sublease shall extend
to and shall bind and inure to the benefit not only of Sublessor and Sublessee,
but also their respective successors and assigns, but this provision shall not
operate to permit any transfer, assignment, mortgage, encumbrance, lien, charge
or subletting contrary to the provisions of the Master Lease or of this
Sublease. The terms "Tenant" and "Landlord" as employed herein shall include and
refer to the respective successors and assigns under the Master Lease of the
parties so identified in the Master Lease.
(e) Amendments. No modification, waiver or amendment of this Sublease or
of any of its conditions shall be binding upon Sublessor or Sublessee unless in
writing signed by both parties.
(f) Time of Essence. Time is of the essence of this Sublease and each
and all of the provisions thereof.
(g) Severability. The invalidity of any of the provisions of this
Sublease will not impair or affect in any manner the validity, enforceability or
effect of the rest of this Sublease.
(h) Entire Agreement. All understandings and agreements, oral or
written, heretofore made between the parties hereto are merged in this Sublease,
which alone fully and completely expresses the agreement between Sublessor and
Sublessee.
(i) Relationship Between the Parties. This Sublease does not create the
relationship of principal and agent, nor does it create any partnership, joint
venture, or any association or
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relationship between Sublessor and Sublessee other than as and to the extent
specifically provided in this Sublease, the sole relationship of Sublessor and
Sublessee being that of sublandlord and subtenant as provided in this Sublease.
(j) Remedies Cumulative. Except as specifically provided herein, all
rights and remedies of Sublessor and Sublessee under this Sublease shall be
cumulative and none shall exclude any other rights and remedies allowed by law.
(k) Conflict. In the event that any of the terms and provisions of this
Sublease vis-a-vis Landlord are inconsistent with the Master Lease, the terms
and provisions of the Master Lease shall control.
(l) Representative. Until changed by written notice from Sublessee to
Sublessor, the person designated to receive notice on behalf of Sublessee under
Section 18 shall be Sublessee's representative who is authorized to act on
behalf of Sublessee hereunder.
(m) Limitation. Any liability of Sublessor for damages or breach or
non-performance by Sublessor hereunder shall be subject to the limitation set
forth in Section 17, and no personal liability beyond or in excess of such limit
shall be asserted against Sublessor or its officers, agents, employees, legal
representatives, successors or assigns for a breach of this Sublease. The
limitation of Section 34 of the Master Lease covenants applies for the benefit
of Landlord but does not limit Sublessor's liability.
(n) Consent of Landlord. The obligations of Sublessor and Sublessee
under this Sublease are conditioned and contingent upon the Landlord's consent
to this Sublease. In the event, ▇▇▇▇▇▇▇▇'s consent is not obtained on or before
May 20, 1999 this Sublease shall automatically terminate and become null and
void and Sublessor shall return any Rent or Security Deposit delivered to it and
neither Sublessor nor Sublessee shall have any further obligations or
liabilities hereunder to each other or with respect to the Subleased Premises.
Sublessee shall not be entitled to possession of the Sublease Premises until the
Landlord's consent has been received. If such consent has not been received by
May 15, 1999, and is later received on or prior to May 20, 1999, Gross Base Rent
shall ▇▇▇▇▇ for each day that possession is not available to Sublessee at a rate
of $1,054.80 per day and Sublessor shall promptly refund any such abatement
amount.
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IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of
the day and year first above written.
SUBLESSOR:
▇▇▇▇▇▇ INTERNATIONAL, INC.,
an Indiana corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Vice President Finance & CEO
----------------------------
SUBLESSEE:
UNIVERSAL ACCESS, INC.,
an Illinois corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Title: Chief Operating Officer
----------------------------
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20
EXHIBIT A
[Plan of the Sublease Premises]
21
EXHIBIT B
OFFICE LEASE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
CHICAGO, ILLINOIS
----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.,
A DELAWARE CORPORATION
22
OFFICE LEASE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
CHICAGO, ILLINOIS
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.,
a Delaware corporation
TABLE OF CONTENTS
PAGE
----
1. PREMISES 1
A. Premises 1
B. Common Area Rights 1
C. Rentable Area 2
2. DESIGN AND CONSTRUCTION 3
A. Shell 3
B. Additional Work 4
3. TERM 4
A. Commencement Date 4
B. Substantial Completion 5
C. Unavoidable Delay 6
▇. ▇▇▇▇▇ 6
E. Dispute Regarding Commencement Date 8
F. Amendment 8
4. BASE RENT 8
A. Part 1 9
B. Part 2 9
C. Part 3 9
5. ADDITIONAL RENT 9
A. Certain Definitions 9
B. CPI Adjustment 14
C. Expense and Tax Adjustment 15
D. Electricity Payments 18
E. Allocation of Operating Expenses and Tax Expense 19
▇. ▇▇▇▇▇ in Computing Additional Rent 19
G. Minimization of Additional Rent 19
H. Tax Refunds and Operating Expense Overcharges 19
6. USE OF PREMISES 20
7. CONDITION OF PREMISES 20
8. SERVICES 20
A. List of Services 22
B. Interruption of Services 22
C. Additional Services 23
D. Energy Conservation 23
E. Rights of Tenant 23
9. REPAIRS 24
A. Landlord 24
B. Tenant 25
C. Access 25
10. ADDITIONS AND ALTERATIONS 25
▇. ▇▇▇▇▇▇'s Rights 25
B. Ownership and Removal 26
11. COVENANT AGAINST LIENS 26
12. INSURANCE 27
A. Mutual Waiver of Subrogation 27
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23
PAGE
----
B. Tenant Coverage 27
C. Avoid Action Increasing Rates 28
D. Landlord's Coverage 28
E. Hold Harmless and Indemnification 29
F. Waiver Provisions 30
13. FIRE OR CASUALTY 30
A. Rights Upon Loss 30
B. Proceeds 31
14. [INTENTIONALLY DELETED] 32
15. NONWAIVER 32
16. CONDEMNATION 32
A. Total 32
B. Partial 32
C. Termination Rights 33
D. Mortgagee Rights 33
17. ASSIGNMENT AND SUBLETTING 34
A. Limitations 34
B. Notice 34
C. Expenses 35
D. Recapture 35
18. POSSESSION/SURRENDER 36
A. Acceptance 36
B. Possession 36
C. Condition of Premises 36
19. HOLDING OVER 37
20. ESTOPPEL CERTIFICATES 37
21. SUBORDINATION 38
22. CERTAIN RIGHTS RESERVED BY LANDLORD 38
23. RULES AND REGULATIONS 40
24. LANDLORD'S REMEDIES 40
▇. ▇▇▇▇▇▇▇ and Remedies 40
B. Surrender of Possession 41
▇. ▇▇▇▇▇▇▇▇▇ 41
D. Termination of Lease 42
E. Costs and Expenses 42
▇. ▇▇▇▇▇▇▇▇'s Cure 43
25. TENANT'S REMEDIES 43
▇. ▇▇▇▇▇▇'s Cure 43
B. Set-Off 43
C. Immediate Set-Off 43
D. Remedies 43
E. Costs and Expenses 44
26. COVENANT OF QUIET ENJOYMENT 44
A. Quiet Enjoyment 44
B. Evidence of Title 44
27. REAL ESTATE BROKER 45
28. MISCELLANEOUS 45
A. Rights Cumulative 45
B. Late Payments 45
C. Terms 46
D. Binding Effect 46
E. Lease Contains All Terms 46
F. Delivery for Examination 46
G. No Air Rights 46
H. Captions 46
I. Time 46
J. Only Landlord/Tenant Relationship 46
K. Governing Law 47
L. Partial Invalidity 47
M. Memorandum 47
29. NOTICES 47
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30. TENANT'S SPECIAL COVENANTS 48
A. Expenses 48
B. Lease Takeover 48
C. Communication System 52
D. ▇▇▇▇▇▇▇▇'s Changes After Construction 53
E. Signage 53
F. Janitorial 55
G. Security 55
H. Decorating 56
I. Cafeteria 56
▇. ▇▇▇▇▇ 58
K. Storage 58
L. Shredder 59
31. PARKING 59
A. Spaces 59
B. Additional Spaces 59
C. Market Rate Spaces 60
32. OPTIONS 60
A. Part 4 60
B. Extension Options 60
C. Expansion Options 62
D. First Option 64
E. Term 65
F. Option Provisions 65
33. DETERMINATION BY ARBITRATION 66
A. Arbitration 66
B. Rent Arbitration 67
C. Mortgage Notice 67
34. LIMITATION ON LIABILITY 67
A. Landlord 67
B. Tenant 68
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EXHIBITS
Lease Text
Reference
----------
EXHIBIT A LAND 1
EXHIBIT B-1 to B-17 PLAN OF PREMISES 1
EXHIBIT C BUILDING PLANS AND SPECIFICATIONS 3
EXHIBIT D WORK LETTER 4
EXHIBIT E HVAC STANDARDS 20
EXHIBIT F JANITORIAL SERVICES 21
EXHIBIT G-1 ESTOPPEL CERTIFICATE (TENANT) 37
EXHIBIT G-2 ESTOPPEL CERTIFICATE (LANDLORD) 37
EXHIBIT H NON-DISTURBANCE AGREEMENT 38
EXHIBIT I BUILDING RULES AND REGULATIONS 40
EXHIBIT J MEMORANDUM OF LEASE 47
EXHIBIT K ROOFTOP COMMUNICATIONS SPACE 52
EXHIBIT L CAFETERIA LOCATION 56
EXHIBIT M EXPANSION SPACE 62
EXHIBIT N CPI ADJUSTMENT LIMITS 14
EXHIBIT O ZONING LAWSUIT 44
EXHIBIT P IBT ENTRANCE SIGNAGE 54
EXHIBIT Q OFFERED SPACE ON 19TH FLOOR 64
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INDEX OF DEFINITIONS
--------------------
Term Where Defined Page
---- ------------- ----
"Addendum" Paragraph 30.B.(1) 48
"Additional Rent" Paragraph 5. 9
"Adjustment Dates" Paragraph 4.A.(ii) 9
"Affiliate" Paragraph 17.A. 34
"Alterations" Paragraph 10.A. 26
"Architect" Paragraph 1.C. 3
"Base Month" Paragraph 5.A.(x) 14
"Base Rent" Paragraph 4. 8
"Base Year" Paragraph 5.A.(xi) 14
"Building" Recitals 1
"Building Arbiter" Paragraph 3.E. 8
"Building Operating Expenses" Paragraph 5.A.(vi) 13
"Cafeteria Premises" Paragraph 30.I. 57
"Collateral Agreement" Paragraph 28.E. 46
"Combined Amount" Paragraph 5.6.(vii) 17
"Comparison Month" Paragraph 5.A.(xiii) 14
"Commencement Date" Paragraph 3.A. 4
"Consumer Price Index" Paragraph 5.A.(xii) 14
"Contract Rate" Paragraph 1.C. 3
"CPI Adjustment" Paragraph 5.13. 14
"CPI Year" Paragraph 5.A.(xiv) 14
"Existing Lease" Paragraph 30.13.(i) 49
"Existing Space" Paragraph 30.B.(i) 48
"Expansion Space" Paragraph 32.C.(i) 62
"Expansion Term" Paragraph 32.C.(i) 63
"Expense Amount" Paragraph 5.C. 15
"Extended Terms" Paragraph 32.B. 60
"Fair Market Rent" Paragraph 32.B.(vi) 62
"Garage" Paragraph 31.A. 59
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Term Where Defined Page
---- ------------- ----
"Hold-Over Costs" Paragraph 3.D.(v) 7
"Hold-Over Date" Paragraph 3.D.(v) 7
"Holidays" Paragraph 8.A.(i) 20
"IBT" Paragraph 13.A. 31
"Interior's Arbiter" Paragraph 1.C. 3
"Janitorial Services" Paragraph 8.A.(iii) 21
"Land" Recitals 1
"Landlord" Recitals 1
"Landlord's Agent" Paragraph 4. 8
"Landlord's Space Planner" Paragraph 1.C. 3
"Lease" Recitals 1
"Lease Year" Paragraph 5.A.(i) 10
"Non-Disturbance Agreement" Paragraph 21. 38
"Offered Space" Paragraph 32.D.(i) 64
"Operating Expenses" Paragraph 5.A.(ii) 10
"Option Date" Paragraph 32.C.(i) 62
"Part 4" Paragraph 32.A. 60
"Payment Defaults" Paragraph 24. 40
"Plans" Paragraph 2.A. 3
"Premises" Paragraph 1. 1
"Present Landlord" Paragraph 30.B(1) 49
"Punch List Items" Paragraph 18.A. 36
"Recapture Space" Paragraph 17.D. 36
"Rentable Area" Paragraph 1.C. 2
"Rentable Area of the Building" Paragraph 1.C. 3
"Rules" Paragraph 23. 40
"Second Amendment" Paragraph 30.B.(1) 48
"Substantial Completion" Paragraph 3.B. 5
"Taking" Paragraph 16.A. 32
"Takeover Date" Paragraph 30.B. 49
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Term Where Defined Page
---- ------------- ----
"Taxes" Paragraph 5.A.(iii) 12
"Tax Amount" Paragraph 5.C. 15
"Tenant" Recitals 1
"Tenants Building Share" Paragraph 5.A.(iv) 13
"Tenants Expense Share" Paragraph 5.A.(viii) 13
"Tenants Space Planner" Paragraph 1.C. 3
"Tenants Tax Share" Paragraph 5.A.(ix) 13
"Tenants Tower Share" Paragraph 5.A.(v) 13
"Term" Paragraph 3. 4
"Tower" Paragraph 1.C. 3
"Tower Operating Expenses" Paragraph 5.A.(vii) 13
"Unavoidable Delays" Paragraph 3.C. 6
"Work Letter" Paragraph 2.B. 4
"Zoning Litigation" Paragraph 26.B. 44
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3279/703/005
08/31/88
OFFICE LEASE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CHICAGO, ILLINOIS
THIS LEASE (the "Lease") made as of August 31, 1988 between
CHICAGO TITLE AND TRUST COMPANY as Trustee under a Trust Agreement dated April
16, 1985 and known as Trust No. 1086781 ("Landlord"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.,
a Delaware corporation, ("Tenant");
W I T N E S S E T H
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Landlord hereby agrees to lease to Tenant and Tenant hereby
agrees to lease from Landlord the premises determined in accordance with
Paragraph 1 of this Lease, subject to the covenants, terms, provisions and
conditions of this Lease, in the building to be located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(the "Building") to be located on the land (the "Land") legally described in
Exhibit A, located immediately to the west of the public park located on the
west bank of the Chicago River between Randolph and Washington Streets in
Chicago, Illinois.
In consideration thereof, Landlord and Tenant covenant and agree
as follows:
1. PREMISES.
A. The Premises shall be floors 25 through 36 in the Building,
and the storage space and rooftop space, all as described in Exhibits B-1
through B-17 and Exhibit K (the "PREMISES"). The Premises shall be divided into
three areas as follows: Part 1 consisting of 200,000 square feet of Rentable
Area with 199,007 square feet of Rentable Area on floors 28 through 36, and 993
square feet of Rentable Area on that portion of floor 27 identified as Part 1 on
Exhibit B-3 and the storage space on such floors, in the clock tower and the
mezzanine level; Part 2 consisting of 30,000 square feet of Rentable Area with
21,121 square feet of Rentable Area on that portion of floor 27 identified as
Part 2 on Exhibit B-3, and 8,879 square feet of Rentable Area on that portion of
floor 26 identified as Part 2 on Exhibit B-2 and the storage space on floor 26;
and Part 3 consisting of 32,876 square feet of Rentable Area with 21,118 square
feet of Rentable Area on floor 25, and 11,758 square feet of Rentable Area on
that portion of floor 26 identified as Part 3 on Exhibit B-2 and the storage
space on floor 25. Unless otherwise specifically provided herein, the term
"Premises" shall from time to time include any space then leased in the Building
by Tenant under this Lease including space added as a result of the exercise of
Tenant's rights under Paragraph 32.
B. Common Area Rights. Landlord also grants to Tenant in
accordance with the terms of this Lease (1) the right to use in common with the
other tenants of the Building the public lobbies, public corridors, stairways,
escalators, parking facilities and other common areas and facilities of the
Building and Land, including, the right to use any truck docks, loading docks,
freight and passenger elevators and all security equipment and services serving
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the Building other than those areas designated on Exhibit B-13, (2) the
nonexclusive right to use those portions of the Building's utility systems
required to bring electricity, telephone and water service to the Premises, and
(3) the right to have an exclusive dedicated communications line to the Premises
from the utility service lines in adjacent right-of-ways, which line would be
installed and maintained at Tenant's expense to the extent not provided for in
the Space Plans.
C. Rentable Area. "RENTABLE AREA" in the Building shall be
computed by measuring the floor area to the inside finished surface of the
dominant portion (50% or more of the vertical floor-to-ceiling dimension) of the
permanent outer Building wall (including windows or glass panels; provided that
if the windows are thermal pane windows, the inside finished surface shall be
deemed to be the center line of the air space between such thermal panes)
without deduction for any columns or projections that are an integral part of
the structure or support of the Building and shall include all areas within such
inside finished surface [other than public stairs (stairs shall be deemed public
if they constitute part of the Building's public stair system even if used by
Tenant for access between floors of the Premises and are barred to other tenants
except in cases of emergency), elevator shafts, flues, stacks, vertical ducts,
pipe shafts and other major vertical penetrations of the floor and their
enclosing walls]. Rentable Area shall include:
(i) With respect to each single tenancy floor, toilets, air
conditioning rooms, fan rooms, janitor closets, lobbies, elevator
lobbies, electrical closets and telephone and other telecommunication
closets within and serving only such floor (or only floors occupied by
the same tenant);
(ii) With respect to each multiple tenancy floor, for each
particular premises on that floor, its share of the areas described in
the preceding clause (i), together with the particular premises' share
of all public corridors and other public areas on such floor, as they
may be adjusted from time to time. The tenant spaces on a multiple
tenancy floor shall share 100% of the Rentable Area of that full floor.
The share of each tenant's space shall be based upon the usable area
contained in that tenant's space (which shall be measured to the center
of partitions that separate such space from other tenant spaces or
public areas) compared to the total usable area on that full floor; and
(iii) With respect to each single or multiple tenancy floor,
such floor's proportionate share (based on such floor's Rentable Area
without such added factor compared to the Rentable Area of the Tower
without such added factor) of the public lobby area serving the Tower,
and any mechanical equipment and other common areas of the Building
serving the Tower which are not specifically excluded above; provided,
however, that Tenant's share of such areas shall be reduced to the
extent necessary so that, as of the Commencement Date, the ratio of
Tenant's Rentable Area with such added factor to Tenant's usable area
shall not exceed 1.08 to 1 for full floors. For multiple tenant floors
the foregoing ratio shall be increased by adding to the 1.08 to 1 (or
lesser) factor for a full floor an additional factor not to exceed .10
to 1 to reflect Tenant's share of those public corridors and public
areas on such floor.
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The "RENTABLE AREA OF THE BUILDING" shall not include (x) the
lobby of the Building (except to the extent provided in subparagraph (iii)
above), or (y) portions of the mezzanine to the extent such portions of the
mezzanine are used for storage or similar purposes, and the Garage to the extent
the Garage is being used for garage, storage or similar purposes.
Based on existing design plans for the Building, it is agreed
that the Rentable Area of the Building, the Rentable Area of the Building above
the 13th floor (the "TOWER") and the Rentable Area of each floor of the Tower
above the 13th floor shall all be set forth on Exhibit B-14. If the
architectural plans used for construction differ from the existing
design plans in a manner which results in a change to the foregoing Rentable
Area of the Building or of the Premises, the Rentable Area of the Building shall
be computed by ▇▇▇▇▇▇▇ & ▇▇▇▇ ("ARCHITECT") or a space planner retained by
Landlord ("LANDLORD'S SPACE PLANNER") and the Rentable Area of the Premises
shall be computed by (i) Architect or Landlord's Space Planner and (ii)
▇▇▇▇▇-▇▇▇▇▇▇▇, Inc. ("TENANT'S SPACE PLANNER"), in each case based on the
architectural plans used for construction and in accordance with the above
provisions. The term "TENANT'S SPACE PLANNER" shall mean ▇▇▇▇▇-▇▇▇▇▇▇▇, Inc. or
such other space planner as may be engaged by Tenant to design the Premises and
perform such other acts as authorized by the Work Letter, which other space
planner shall be reasonably acceptable to Landlord. Architect, as the case may
be, and, in the case of the Premises, Tenant's Space Planner, shall certify such
Rentable Areas to Landlord and Tenant promptly after completing such
computations. If Architect or Landlord's Space Planner, as the case may be, and
▇▇▇▇▇▇'s Space Planner shall be unable to agree as to the Rentable Area of the
Premises, the matter shall be determined by a principal of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Architects (the "INTERIORS ARBITER") acceptable to both Landlord and Tenant.
Landlord and Tenant shall share equally in the cost of retaining the Interiors
Arbiter to make such determination. If the Rentable Area of either the Premises
or the Building changes in any Calendar Year during the Term of this Lease, or
any renewal thereof, such Rentable Areas shall be recomputed as aforesaid and
all applicable adjustments hereunder shall be made as of the date of each such
change. In the event of any dispute over Rentable Areas, Tenant shall make
payments based on the Rentable Areas determined by Landlord until resolution of
such dispute, at which time any necessary adjustments shall be made and any
amounts due to Landlord or Tenant as a result shall be paid within thirty (30)
days after demand together with interest on such adjusted amount at the
corporate base rate of The First National Bank of Chicago as announced from time
to time plus three percent (3%) per annum (the "CONTRACT RATE"); provided that
if such interest rate is no longer being announced the parties shall agree upon
another mutually acceptable interest rate to serve as the Contract Rate.
2. DESIGN AND CONSTRUCTION.
A. Shell. Landlord will diligently proceed, at Landlord's cost
and expense, to construct the Building as a first-class office building as
described in the Plans and Specifications described in Exhibit C (the "PLANS").
The Building is being designed by the Architect. If Landlord retains any other
architect to design the Building, or desires to materially change the design,
quality, equipment or materials for the Building, such changes shall be subject
to the approval of Tenant, which approval shall not be unreasonably withheld or
delayed as to design, but may be withheld if such change would lessen the
quality of the Building.
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B. Additional Work. Landlord will perform, at ▇▇▇▇▇▇▇▇'s cost and
expense, upon submission by Tenant of the necessary plans and specifications in
accordance with the Work Letter attached hereto as Exhibit D (the "WORK
LETTER"), all of Landlord's Work in the Premises (as defined in the Work
Letter), subject to the terms and conditions of the Work Letter.
3. TERM.
The term of this Lease for Parts 1, 2, and 3 shall begin on the
Commencement Date (as defined in Paragraph 3.A. hereof). Unless sooner
terminated as provided herein, the Term for each of the various Parts of the
Premises shall end with the last day of the following described full calendar
month subsequent to the Commencement Date as follows:
PART 1 TERM - 780th month
PART 2 TERM - 120th month
PART 3 TERM - 120th month
(for example, if the Commencement Date were to be May 18, 1990 the Part 2 Term
would end on May 31, 2000). Such dates may be extended by the exercise of any
one or more of the options conferred upon Tenant under Paragraph 32 of this
Lease and after the commencement of any such extension the word "TERM" shall be
deemed to refer and apply to and include any applicable extension Term.
A. Commencement Date. "COMMENCEMENT DATE" shall mean the last to
occur of (a) the date Tenant has received the certificate of Architect that the
Building has been substantially completed in accordance with Paragraph 3.B; (b)
sixty (60) days after the date Tenant has received the certificate of Landlord's
Space Planner and of Tenant's Space Planner that the Premises have been
substantially completed pursuant to the Tenant Improvement Plans; and (c) the
date on which Landlord has secured all necessary certificates, authorizations,
permits and approvals customarily given for occupancy of the Premises from the
applicable governmental authorities, provided that Tenant is allowed to occupy
the Premises. If and to the extent that Tenant Delay (as defined in the Work
Letter) shall be the sole cause of delay of the Commencement Date to a date
subsequent to that on which the Commencement Date would have occurred had such
Tenant Delay not occurred, then notwithstanding the foregoing definition of
Commencement Date, the Commencement Date for all purposes of this Lease shall be
deemed to be such earlier date as the Commencement Date would have occurred had
such Tenant Delay not occurred.
If the Landlord's Space Planner and ▇▇▇▇▇▇'s Space Planner are
unable to agree as to the date of such substantial completion of the entire
Premises, such matter shall be determined in accordance with Paragraph 3.E.
hereof.
Landlord shall provide Tenant with at least sixty (60) days prior
written notice of the anticipated substantial completion of the entire Premises
and Building as described in Paragraph 3.B. and a second written notice on the
date which Landlord claims as the actual substantial completion date for the
Premises which shall be sixty days prior to the Commencement Date. Landlord
shall from time to time during construction on the Premises provide Tenant with
at least sixty (60) days prior written notice of the anticipated substantial
completion date of each full floor portion of the Premises, and a second written
notice on the date which it claims as the actual substantial completion date of
each
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such floor. After the actual substantial completion date asserted by Landlord
for any floor of the Premises, upon five (5) business days prior written notice
to Landlord, Tenant shall be entitled to take possession of such floor and
occupy it for Tenant's business without charge, except for Landlord's
ascertainable out-of-pocket costs for those services specified in Paragraphs
8.A.(i) and (iii) and 8.A.(x) (if Tenant is the only tenant in the Building and
additional security is required because of ▇▇▇▇▇▇'s occupancy), which in each
case are directly attributable to ▇▇▇▇▇▇'s possession of the portion of the
Premises in question.
B. Substantial Completion. Landlord's obligations to
substantially complete the Premises shall be deemed to be met when the
Landlord's Work (as defined in the Work Letter) is completed as specified in the
Work Letter, notwithstanding the fact that minor or insubstantial details of
construction, decoration or mechanical adjustment remain to be completed,
provided that the noncompletion of such items does not materially interfere with
▇▇▇▇▇▇'s use of or access to the Premises or the ability of Tenant to prepare
the Premises for Tenant's occupancy ("SUBSTANTIAL COMPLETION"). Except for minor
or insubstantial details of construction, decoration or mechanical adjustment,
which do not materially detract from the appearance or usability of the
Building, substantial completion of the Building shall mean the completion, of
(1) the structural and enclosure work to be performed in the construction of the
exterior portion of the Building, (2) the plaza area on the Land and public
lobbies of the Building that are necessary for access to Washington Street and
▇▇▇▇▇▇▇▇ Street and access to the Premises and (3) all facilities necessary to
provide the services required to be performed by Landlord pursuant to Paragraph
8 of this Lease. ▇▇▇▇▇▇ agrees that substantial completion of the Building shall
not be deemed to have been delayed so long as the only remaining items
preventing substantial completion from occurring are:
(1) Completion of punch list items in the Building lobby
provided that the lobby shall be usable as designed and
Landlord has substantially completed all finishes and
fixtures;
(2) Completion of the plaza, which has been delayed because
of weather taking into account that the plaza is among
the last items to be completed under a customary
construction schedule; and
(3) Removal of the hoist from the exterior of Building and
exterior finishes on window bays with hoist located
below Tenant's lowest occupied floor, except in the
event of Tenant Delay which results in the necessity of
use of the hoist, for the period that the hoist is so
required.
Landlord shall promptly and diligently complete the punch list items for the
lobby. Any work in the lobby that interferes with access to the Premises or
materially detracts from the Tenant's ability to use the lobby areas shall be
done after normal business hours. Landlord shall promptly and diligently
complete the plaza landscaping as soon as weather conditions permit. The hoist
shall be removed and all window bays utilized in connection therewith shall be
completed within one hundred twenty (120) days of the Commencement Date;
provided that such date for removal shall be extended to the extent of Tenant
Delays which result in the necessity of use of the hoist. On or before a date
that is two months after the date of substantial completion of the Building,
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as defined above, Landlord shall complete all work to be performed in the
construction of the Building other than tenant improvements for persons other
than Tenant and the plaza, lobby and exterior portions affected by the hoist to
the extent specifically set forth above, subject to Unavoidable Delay (as
hereinafter defined).
C. Unavoidable Delay. Landlord shall use its reasonable efforts
to achieve substantial completion of the Building pursuant to the Plans and the
Premises pursuant to the Work Letter by November 30, 1990, which date shall be
extended as a result of Tenant Delays (as defined in the Workletter) and
Unavoidable Delays for a period equal to any and all such Delays. "UNAVOIDABLE
DELAYS" shall mean delays or interruptions caused by strikes, lockouts, failure
of power, shortages of material, restrictive governmental laws or regulations,
condemnations, riots, insurrections, war, fire, other casualty or acts of God,
or other similar matters not the fault of the party delayed in performing work
or doing acts required under the terms of this Lease other than from Landlord's
lack of funds or inability to obtain financing. It shall be a condition of the
right to claim an extension of time as a result of an Unavoidable Delay that the
party seeking such extension shall notify the other within thirty (30) days
after such party has knowledge of the existence of the Unavoidable Delay(s)
specifying the nature and estimated length thereof.
▇. ▇▇▇▇▇. (i) If ▇▇▇▇▇▇▇▇'s construction of the Building has not
progressed so that (a) all of the caissons and the entire street-level
platform to support the Building, except for that portion which is hung
from the steel framework of the Building, are substantially completed by
June 1, 1991, or (b) all of the structural steel work for the Building
has been substantially completed by January 1, 1992, then in either such
event, Tenant may by written notice delivered to Landlord within sixty
(60) days after either of such events terminate this Lease. Upon such
notice this Lease shall terminate without further liability of Landlord
or Tenant, except that on such termination Landlord shall reimburse
Tenant for Tenant's Holdover Costs as provided in Paragraph 3.D.(v),
incurred or accruing on or prior to such termination date and pay or
cause to be paid to Tenant those liquidated damages provided in the
Collateral Agreement (as herein defined), which shall be Tenant's sole
and exclusive remedies. Landlord shall have no right to cure a failure
to satisfy any such hurdle date within such sixty (60) day period.
(ii) Landlord may by notice delivered to Tenant on or before
March 31, 1992, subject to extension for Tenant Delays, advise Tenant
that in Landlord's reasonable business judgement it will not be able to
cause the Commencement Date to occur prior to January 1, 1993, subject
to extension for Tenant Delays, which notice will contain the estimated
new date for delivery of the Premises. Tenant may within thirty (30)
days of receipt of such notice, by written notice delivered to Landlord
elect to terminate this Lease. Failure to respond within such thirty
(30) day period shall be deemed to constitute Tenant's acceptance of the
new Commencement Date set forth in the notice. In the event that ▇▇▇▇▇▇
does not elect to so terminate this Lease in accordance with this
Paragraph 3.D.(ii) then this Lease shall continue in full force and
effect. Thereafter any delay in substantial completion of the Premises
resulting from Unavoidable Delays or Tenant Delays shall extend the
deadline for the Commencement Date specified in Paragraph 3.D.(iii)
hereof by an equivalent number of days, provided however, the maximum
amount of time
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for any such extension due to Unavoidable Delays shall be one (1) year.
(iii) If the Commencement Date has not occurred prior to the
later of (i) January 1, 1993, or (ii) the new date specified pursuant to
Paragraph 3.D.(ii), both of which dates shall be extended as a result of
Tenant Delays (to the extent such date is not met due to Tenant Delays)
for a period equal to any and all such Tenant Delays and for Unavoidable
Delays but only to the extent specifically provided in Paragraph
3.D.(ii) above, Tenant shall have the right to terminate this Lease
within thirty (30) days after such date by giving written notice to
Landlord. This Lease shall terminate upon such notice without further
liability of Landlord or Tenant, except that on such termination
Landlord shall reimburse Tenant for Tenant's Holdover Costs as provided
in Paragraph 3.D.(v) following, incurred or accruing on or prior to such
termination date and Tenant shall have the right to and be entitled to
those liquidated damages provided in the Collateral Agreement, which
shall be Tenant's sole and exclusive remedies. Tenant shall have a
period of thirty (30) days after its notice of termination to remove its
trade fixtures and its furniture and other personal property as
permitted under Paragraph 18.C. hereof. Neither Landlord nor Tenant
shall be responsible to make any reimbursement to the other for any
costs incurred or items delivered pursuant to this Lease, not then paid
or reimbursed, other than the Hold-over Costs. All improvements to the
Premises other than the items which Tenant may remove under Paragraph
18.C. hereof shall be and remain the property of Landlord.
(iv) Unless Tenant gives notice to terminate this Lease pursuant
to Paragraph 3.D., this Lease shall continue in full force and effect.
In the event that Tenant occupies all of the Premises, Tenant shall not
be entitled to exercise the right to terminate under Paragraph 3.D.
(v) Landlord shall reimburse Tenant for Holdover Costs (as
hereinafter defined) incurred by Tenant, as and when the Hold-over Costs
are incurred and promptly after notice thereof by ▇▇▇▇▇▇, because the
Commencement Date has not occurred on or before January 31, 1991, which
date shall be extended as a result of and for a period equal to any and
all Unavoidable Delays and Tenant Delays to the extent such date is not
met by reason of Unavoidable Delays and Tenant Delays (the "HOLD-OVER
DATE"). As used herein, the term "HOLD-OVER COSTS" shall mean and
include (a) reasonable extra moving and storage expenses in excess of
the greater of (i) the sum specified in Paragraph 30.A. or (ii) what
such costs would have been if the move had occurred on the Hold-over
Date, (b) any increase in the costs of labor or material for
improvements to the Premises being made by Tenant in excess of
Landlord's Work because the Commencement Date has not occurred by the
Hold-over Date, and (c) any reasonable additional fees for Tenant's
Space Planner for performing additional or out-of-sequence services for
the Premises because the Commencement Date has not occurred by the
Hold-over Date.
(vi) Except as expressly provided in this Paragraph 3, Landlord
shall have no liability to Tenant as the result of a delay in the
Commencement Date.
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Base Rent for the Premises shall be calculated utilizing the following
rental rates and time periods for the portions of the Premises specified:
A. Part 1. (i) The Base Rent for Part 1 for the Part 1 Term shall
be Twenty-Six and 50/100 Dollars ($26.50) per square foot of Rentable Area.
(ii) As of the first day of each of the 181st, 301st, 421st,
541st and 661st months of the Term ("ADJUSTMENT DATES"), the Base Rent
for Part 1 of the Premises shall be adjusted to the Fair Market Rent (as
herein defined) as of each such Adjustment Date and such Fair Market
Rent shall apply as the new Base Rent for Part 1 until the next
Adjustment Date.
(iii) Tenant shall not be required to pay any Base Rent for Part
1 of the Premises and such Base Rent shall ▇▇▇▇▇ entirely for a period
of sixteen (16) consecutive months commencing on the Commencement Date.
B. Part 2. (i) The Base Rent for Part 2 of the Premises for the
Part 2 Term shall be Twenty-Six and 50/100 Dollars ($26.50) per square
foot of Rentable Area.
(ii) Tenant shall not be required to pay any Base Rent for Part
2 of the Premises and such Base Rent shall ▇▇▇▇▇ entirely for a period
of one hundred twenty (120) consecutive months commencing on the
Commencement Date.
C. Part 3. (i) The Base Rent for Part 3 of the Premises shall be
Twenty-One and No/100 Dollars ($21.00) per square foot of Rentable Area
during the Part 3 Term through the first sixty (60) calendar months
thereof and Twenty-Seven and No/100 Dollars ($27.00) per square foot of
Rentable Area during the next sixty (60) calendar months of the Part 3
Term.
(ii) Tenant shall not be required to pay any Base Rent for Part
3 of the Premises and such Base Rent shall ▇▇▇▇▇ entirely for a period
of twenty-four (24) consecutive months commencing on the Commencement
Date.
In the event that this Lease provides for an abatement of rent
due to untenantability, fire, casualty or condemnation during any period when
rents are contractually abated pursuant to Paragraphs 4.A. (iii), 4.B. (ii) or
4.C. (ii), then the abatements otherwise available under Paragraph 4 shall be
available to reduce any other Base Rent sums due or coming due under this Lease.
5. ADDITIONAL RENT.
In addition to the Base Rent, Tenant shall pay as "ADDITIONAL
RENT" the amounts determined pursuant to Sub-Paragraphs B. through D., of this
Paragraph 5. Additional Rent shall be rent payable in the same manner, time and
place as the Base Rent and without any notice, set-off or deduction, except as
specifically provided in this Lease. Without limitation on other obligations of
Tenant that survive the expiration of the Term, the obligation of Tenant to pay
the Additional Rent shall survive the expiration of the Term.
A. Certain Definitions. As used in this Lease, the following
terms have the following meanings:
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(i) "LEASE YEAR" means each calendar year in which any part of
the Term falls, including the calendar years in which the Term begins
and ends.
(ii) "OPERATING EXPENSES" means the sum of all expenses, costs
and disbursements of every kind and nature paid or accrued (with
appropriate adjustments if the manner of accounting for any item is
changed at any time during the Term) by Landlord for the applicable
Lease Year in connection with the ownership, maintenance, management,
operation, and repair of the Building, including, without limitation,
the provision of tenant services, except the following:
(a) Taxes including any taxes excluded from the
definition thereof in Paragraph 5.A.(iii);
(b) Costs of electricity for individual tenant
spaces;
(c) Principal or interest payments on and any other
fees or charges on or in connection with loans
secured by mortgages or trust deeds on the
Building or on the Land;
(d) Ground or underlying lease rentals or any other
charges or fees payable on or with respect to
any such leases;
(e) Costs of capital improvements and any capital
expenditures, including, but not limited to all
costs of constructing the Building and any
improvements on the Land and any capital
expenditures under Paragraph 9.A., except that
Operating Expenses may include the cost during
the Term less salvage value, as amortized in
equal principal installments by Landlord over
its maximum useful life, with interest on the
unamortized amount, at a rate per annum equal to
the Contract Rate, of any capital improvement
installed after the Building has been
substantially completed (other than for tenant
improvements), which reduces any component of
Operating Expenses; provided, however, in no
event shall the Operating Expense attributable
to any such capital improvement in any Lease
Year exceed the actual reduction in Operating
Expense for such Lease Year resulting from such
capital improvement, and provided further that
only that portion of the useful life of such
capital improvements as falls within the Term
shall be included within Operating Expenses
under this Lease; Landlord shall provide Tenant
with prior notice of any such capital
improvements to be made in any Lease Year with
an aggregate cost in excess of $50,000;
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(f) Costs of improvements to, or Alterations (as
such term is hereinafter defined) of, space
leased to any tenant;
(g) Depreciation or amortization of any improvements
except as specifically set forth in Paragraph
5.A.(ii)(e);
(h) The cost of repairing or restoring any portion
of the Building damaged by a hazard or casualty,
except the amount of the insurance deductible as
permitted under Paragraph 12.D. hereof;
(i) The cost of repairs, alterations or replacements
required as the result of the exercise of any
right of eminent domain;
(j) The cost of any special service rendered to a
tenant of the Building that is not rendered
generally to tenants of the Building;
(k) Costs and expenses incurred in connection with
leasing space in the Building, including, but
not limited to leasing commissions, tenant
allowances, space planner fees, advertising and
promotional expenses, legal fees for the
preparation of leases, rent abatements, lease
takeover expenses and rent payable with respect
to any leasing office;
(l) Court costs and legal fees incurred to enforce
the obligations of tenants under leases of
portions of the Building and any other legal
fees or expenses not directly related to the
operation and management of the Building and
Land;
(m) Fines or penalties resulting from violations of
laws, rules or regulations;
(n) Costs of correcting defects in the Building,
Building equipment or any other improvements on
the Land to the extent any such defect shall
become apparent within three (3) years of the
Commencement Date, except that the foregoing
shall not exclude normal maintenance and repairs
of any such equipment or improvements;
(o) Costs for which ▇▇▇▇▇▇▇▇ receives or is entitled
to receive reimbursement from any other person
other than such reimbursements as Additional
Rent;
(p) Costs of advertising and promotional materials,
except for a tenant newsletter, if any, which is
not
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39
directed to securing tenants for the Building;
(q) Costs of maintaining any special facility such
as a club, restaurant or dining facility, and
the costs of any clerks, attendants or other
persons in any commercial concessions operated
by Landlord;
(r) Costs of any electric current furnished for
lighting and equipment (other than for operation
of elements of the Building's shared systems) in
areas of the Building rented or to be rented to
tenants;
(s) Any management fees in excess of the then
current market rate, which is currently three
percent (3%) of gross receipts, and any
management fees or other fees and expenses paid
to any person who is related to Landlord
(directly or indirectly) to the extent such fees
are in excess of the customary amounts that
would be paid absent such relationship;
(t) Executive salaries above the grade of Building
manager;
(u) Costs, expenses and fees of land trusts,
partnerships, title insurance, surveys and
corporations involved in the ownership,
operation or management of the Building and
Land;
(v) Costs of sculpture, paintings and other art
located within the Building or on the Land,
other than cleaning, insuring and maintaining
such objects in the public areas;
(w) The amount of any judgments in excess of the
amount of any liability policies required to be
carried by Landlord pursuant to this Lease; and
(x) Landlord's cost of insuring any tenant
improvements.
(iii) "TAXES" means (a) real estate taxes and assessments, both
general and special, assessed or imposed with respect to the Land or the
Building provided that any special assessments shall be paid over the
maximum permissible period and only installments falling due during the
Term shall be deemed Taxes and provided further that such real estate
taxes shall be adjusted as hereinafter provided, (b) the Building's
share of ad valorem taxes assessed or imposed upon personal property
owned by Landlord or Landlord's Agent and used in the operation of the
Land or Building, (c) transit taxes or sewer taxes relating to the Land
or Building and not otherwise recovered from users of the Building's
parking facilities, (d) lease taxes with respect to this
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40
Lease (e) taxes that are adopted and first become effective after the
Commencement Date based upon taxes that are in lieu of any item
described in (a) through (c) above, and (f) reasonable fees and expenses
properly allocated to the Taxes and years in question and paid by
Landlord to obtain a reduction of or a limit on the increase in any of
items (a) through (e) above, regardless of whether or not any such
reduction or limitation is obtained; provided, however, that except as
provided above Taxes shall not include any inheritance, estate,
succession, transfer, gift, franchise, general net income or capital
stock tax imposed upon Landlord, unless the same are imposed
specifically in lieu of the taxes described in items (a), (b), (c) or
(d) above, or any late payment charges, interest or penalties unless
caused by Tenant. Notwithstanding the foregoing, "Taxes" as herein
defined shall, from and after the first to occur of (i) such time as the
Building shall achieve ninety percent (90%) occupancy or (ii) ten (10)
years after the date hereof, exclude Taxes assessed or imposed with
respect to the Garage (as hereinafter defined). Landlord and Tenant
shall mutually agree upon the portion of Taxes attributable to the
Garage, which portion shall be computed by multiplying the total Taxes
for the Land and Building by a fraction, the numerator of which is the
net income of the Garage to Landlord or any other owner of the Garage
whether as operator or under a bona fide lease, operating or management
agreement with a third party for the Garage, and the denominator of
which is the net income of the Land and Building to Landlord. The term
"net income" shall be computed in accordance with accounting principles
which are consistent with those utilized for first-class office
buildings in Chicago and shall be determined without regard to
depreciation, income taxes or debt service.
(iv) "TENANT'S BUILDING SHARE" shall from time to time be the
percentage calculated by dividing the Rentable Area of the Premises by
758,506 (being the Rentable Area of the Building);
(v) "TENANT'S TOWER SHARE" shall from time to time be the
percentage calculated by dividing the Rentable Area of the Premises by
482,639 (being the Rentable Area of the Tower);
(vi) "BUILDING OPERATING EXPENSES" means Operating Expenses less
Tower Operating Expenses;
(vii) "TOWER OPERATING EXPENSES" means Operating Expenses
incurred by Landlord in providing to the tower heating, ventilation and
air cooling, passenger and freight elevator service, janitor service,
garbage removal, building supplies, escalator service and window washing
of the Tower above the 13th floor;
(viii) "TENANT'S EXPENSE SHARE" means the sum of (a) ▇▇▇▇▇▇'s
Building Share of Building Operating Expenses, plus (b) Tenant's Tower
Share of Tower Operating Expense.
(ix) "TENANT'S TAX SHARE" shall from time to time be the
percentage calculated by dividing the Rentable Area of the Premises by
758,506, (being the Rentable Area of the Building);
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41
(x) "BASE MONTH" shall mean initially that month in which the
Commencement Date occurs. Thereafter, it shall mean the 180th, 300th,
420th, 540th and 660th months after the Base Month.
(xi) "BASE YEAR" shall mean that 12 month period commencing with
the first day of the first month after each Base Month.
(xii) "CONSUMER PRICE INDEX" shall mean the United States
Department of Labor, Bureau of Labor Statistics, Consumer Price
Index-Urban Wage Earners and Clerical Workers, U.S. City Average, All
Items (1982-1984=100).
(xiii) "COMPARISON MONTH" shall mean that same calendar month of
the year as the Base Month for each successive twelve (12) month period
during the Term.
(xiv) "CPI YEAR" shall mean that twelve (12) month period (other
than a Base Year) commencing with the first day of the first month after
each Comparison Month.
B. CPI Adjustment.
(i) In the event that the Consumer Price Index published for the
Base Month shall be less than the Consumer Price Index for any
Comparison Month, then Tenant shall pay to Landlord or Landlord's Agent,
as Additional Rent for and during the next CPI Year, commencing on the
first day of the next CPI Year, an amount (the "CPI ADJUSTMENT") equal
to the product obtained by multiplying thirty-five percent (35%) of the
actual Base Rent payable for those respective portions of the Premises
identified on Exhibit N for such CPI Year by a fraction, the numerator
of which is the Consumer Price Index for the Comparison Month minus the
Consumer Price Index for the Base Month and the denominator of which is
the Consumer Price Index for the Base Month, provided, however, that in
no event shall such fraction described above and used in computing the
CPI Adjustment for any Comparison Year exceed those amounts set forth on
the attached Exhibit N. No CPI Adjustment payment shall be payable for
any Base Year.
(ii) No CPI Adjustment payment shall be payable for a period of
sixteen (16) consecutive months commencing on the Commencement Date. The
CPI Adjustment for each CPI Year shall be paid during the CPI Year in
advance on the first day of each calendar month in installments each
equal to 1/12th of the CPI Adjustment, except in the second year of the
Term, when such payments shall be made in eight (8) equal monthly
installments during the last eight (8) months of such year. Prior to
such time as the Consumer Price Index shall be available for the
Comparison Month, Landlord shall be entitled to reasonably estimate what
the Consumer Price Index will be for the Comparison Month on a uniform
basis for all Building tenants, and Tenant shall make monthly CPI
Adjustment payments in accordance with such estimate. As soon as the
Consumer Price Index for the Comparison Month is published. Landlord
shall advise Tenant in writing of the actual Consumer Price Index for
the Comparison Month and if the estimated CPI Adjustment payments made
to that date by Tenant have been less than the CPI Adjustment payments
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42
due through such date, Tenant shall within ten (10) days of such notice
pay such difference to Landlord. If the estimated CPI Adjustment
payments made by Tenant to that date have been more than the actual CPI
Adjustment payments due, Landlord shall within ten (10) days of such
notice pay such difference to Tenant.
(iii) If the manner in which the Consumer Price Index as
determined by the Department of Labor shall be substantially revised, or
if the 1982-1984 average shall no longer be used as an index of 100, an
equitable adjustment shall be made in such revised index so as to obtain
the result that would have been obtained if the Consumer Price Index had
not been so revised or if said average was still in use. If the Consumer
Price Index shall become unavailable to the public because publication
is discontinued, or otherwise, Landlord will substitute therefor a
comparable index based upon changes in the cost of living or purchasing
power of the consumer dollar published by another governmental agency
or, if no such index shall then be available, a comparable index
published by a major bank or other financial institution or by a
university or a recognized financial publication. If Tenant shall
deliver written notice of ▇▇▇▇▇▇'s objection to a substitute index
selected by Landlord then the dispute as to what index should be
substituted may be submitted to arbitration in accordance with Paragraph
33 hereof.
C. Expense and Tax Adjustment.
(i) Subject to the provisions of Paragraphs 5.C.(ii), (iii) and
(vii) Tenant shall pay as Additional Rent, (aa) an amount (the "EXPENSE
AMOUNT") equal to Tenant's Expense Share of the Operating Expenses for
each Lease Year, and (bb) an amount (the "TAX AMOUNT") equal to Tenant's
Tax Share of the Taxes for each Lease Year.
(ii) During the first five (5) years of the Term Tenant shall
pay 1/12th of the Combined Amount (as hereinafter defined) in equal
monthly installments on the first day of each month during the Lease
Year, and thereafter, subject to the limits of Paragraph 5.C.(vii)
during each Lease Year Tenant shall pay 1/12th of the actual Expense
Amount from the prior Lease Year in equal monthly installments on the
first day of each month during such Lease Year, provided, however, that
such monthly installments shall be subject to increase or decrease to
the extent that the Expense Amount for such Lease Year has actually
changed (or will actually change) over the prior year and Landlord can
provide reasonably adequate evidence to establish such changes;
(iii) The Expense Amount and the Tax Amount for the Lease Years
in which the Term begins and ends shall be prorated on a per diem basis
in relation to the portion of the Term falling within such Lease Years.
In the event that during a Lease Year the Rentable Area of the Premises
shall increase or decrease there shall be a pro-rata adjustment of the
Expense Amount and Tax Amount based upon the Rentable Area Leased by
Tenant per day.
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43
(iv) Following the close of each Lease Year, Landlord shall
furnish to Tenant a detailed statement, certified to Tenant as true,
correct and complete by ▇▇▇▇▇▇▇▇'s Agent's chief financial officer or
another person reasonably acceptable to Tenant in an executive capacity
with ▇▇▇▇▇▇▇▇'s Agent with supervisory authority over the Building
manager setting forth the actual Expense Amount and Tax Amount for such
Lease Year. Such person shall certify to Tenant that the statements were
made in accordance with accounting principles which are consistent with
those utilized for first-class office buildings in Chicago (and Building
operating statements for prior years, except for such changes as are
specifically described therein). Except to the extent provided in
Paragraph 5.C.(vii), within forty-five (45) days. after receipt of such
statement, Tenant shall pay the excess, if any, of such actual Expense
Amount for such Lease Year as shown in said statement over the amount of
the payments theretofore made by Tenant with respect to the Expense
Amount for such Lease Year. Notwithstanding the foregoing, for the first
five (5) Lease Years, ▇▇▇▇▇▇▇▇'s obligation to furnish to Tenant a
detailed statement of the actual Expense Amount and Tax Amount, as
required above, shall be satisfied by delivering to Tenant the statement
of the actual Expense Amount and Tax Amount generally delivered to other
tenants of the Building.
(v) As Landlord receives the bills for Taxes payable during each
Lease Year, Landlord shall furnish to Tenant a detailed statement
setting forth Tenant's actual Tax Amount for such Taxes, specifying the
due date for such Taxes and Tenant's Tax Amount of such Taxes. Subject
to the limits of Paragraph 5.C.(vii), Tenant shall pay Tenant's Tax
Amount for each such Tax within the later to occur of ten (10) business
days after the date of any such notice or ten (10) business days prior
to the due date for such Taxes if paid by check, or five (5) business
days prior to the due date for such Taxes if paid by certified or
cashier's check.
(vi) If the total monthly payments of Expense Amounts or the Tax
Amounts paid by Tenant for any Lease Year exceed the actual Expense
Amount or Tax Amount for such Lease Year, or the applicable limits of
Paragraph 5.C.(vii), any such excess shall be paid to Tenant within
forty-five (45) days after receipt of such statement or at Tenant's
request credited against payments due or next becoming due under this
Lease. Tenant or its representative shall have the right to examine
copies of Landlord's books and records relative to Operating Expenses
and Taxes during normal business hours at any time within one hundred
twenty (120) days following the furnishing by Landlord to Tenant of any
statement pursuant to Paragraph 5.C.(iv) above and the right to make
copies of any invoices or receipts included in such records. Tenant
shall use all reasonable efforts to minimize any interference with
Landlord's operations caused by any such review. Unless Tenant shall, by
notice to Landlord, take exception to any item in any such statement
within one hundred twenty (120) days after the furnishing of said
statement, absent fraud, such statement shall be conclusively binding
upon Tenant and Landlord and shall not be contestable by Tenant or
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44
Landlord. Any amount shown by such statement to be due to Landlord,
whether or not written exception is taken to such statement, shall be
paid by ▇▇▇▇▇▇ as provided in Paragraphs 5.C.(iv) and 5.C.(v) above,
without prejudice to any such written exception. If Tenant timely gives
notice of such exception, and Landlord and Tenant cannot reach agreement
within thirty (30) days of Tenant's written notice of exception, a
statement as to the proper Expense Amount and Tax Amount shall be
prepared by such certified public accounting firm as Landlord and Tenant
may agree. If Landlord and Tenant cannot agree on such a firm, it shall
be selected by arbitration pursuant to Paragraph 33. Such accounting
firm's decision shall be final, binding and conclusive upon Landlord and
Tenant and any adjustments determined to be due by such accountants
shall be promptly paid. ▇▇▇▇▇▇ agrees to pay the cost of such review
statement unless it is determined that ▇▇▇▇▇▇▇▇'s original determination
of either the actual Expense Amount or Tax Amount was overstated by more
than two percent (2%). If there was an overstatement of more than two
percent (2%) in either the Expense Amount or Tax Amount then in addition
to paying the amount determined by such accountant Landlord shall pay
the expense of the independent accounting firm and interest on the
amount in error, from the date of Tenant's overpayment as determined by
such accountant at the Contract Rate.
(vii) Notwithstanding anything contained in this Lease to the
contrary, the aggregate of the Expense Amount and Tax Amount payable by
Tenant under this Paragraph 5.C. ("Combined Amount") shall:
(a) during the first five years of the Term equal the
following:
Combined Amount
per sq. ft. of
Period Rentable Area
---------------------- ---------------
Months 1 through 12 $ 8.00
Months 13 through 24 9.00
Months 25 through 36 10.00
Months 37 through 48 11.00
Months 49 through 60 12.40
(b) during the 6th through 10th years of the Lease Term not
exceed the following:
Combined Amount
per sq. ft. of
Period Rentable Area
---------------------- ---------------
Months 61 through 72 $13.02
Months 73 through 84 13.67
Months 85 through 96 14.35
Months 97 through 108 15.07
Months 109 through 120 15.83
Tenant's monthly installments of the Expense Amount and payments of the
Tax Amount shall be established and periodically adjusted so that as
nearly as possible the aggregate payments of Expense Amounts and Tax
Amounts from time to time in any Lease Year shall not exceed
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45
the applicable monthly proportions of the Combined Amount. In the event
that a tax shall be imposed upon ▇▇▇▇▇▇'s right to occupy the Premises
which shall be payable directly by Tenant, then the aggregate amount of
such tax paid by Tenant during any of the above described twelve (12)
month periods shall be subtracted from the Combined Amount stated above
for such period to arrive at a corrected Combined Amount which shall
apply to such period.
(viii) Commencing with the 10th Lease Year (as respects that
portion of the budget applicable to the 11th Lease Year) and thereafter
during the Term, Tenant shall have the right as set forth below to
approve the Operating Expense budget for the Land and Building, such
approval not to be unreasonably withheld or delayed. Any expenses
required by governmental action shall be deemed to be reasonable. Tenant
shall be provided with a copy of a detailed line-item budget of the type
utilized to operate the Building not less than thirty (30) days prior to
the commencement of any Lease Year during which Tenant has approval
rights under this Paragraph 5.C.(viii). In the event that within fifteen
(15) days of receipt of such budget, Tenant objects to any budgeted
Operating Expenses as being unnecessary, excessive or inappropriate for
the operation of a first-class office building in the City of Chicago,
or not in accordance with standard management practices for a
first-class office building in the City of Chicago and Landlord and
Tenant are unable to agree upon the budget within thirty (30) days of
delivery of Tenant's objection, then either party may submit the issues
presented by such objection to arbitration pursuant to Paragraph 33
hereof. Tenant's failure to object within such fifteen day period shall
be deemed to constitute Tenant's acceptance of such budget. Any such
budget shall be based upon the services to be provided by Landlord under
this Lease. In addition to those services to be provided by Landlord
under this Lease, Tenant may not require greater or lesser services than
those services customarily provided in comparable first-class office
buildings in the City of Chicago. Until the conclusion of such
arbitration the budget proposed by Landlord shall be the basis for
Tenant's Expense Amount payments. To the extent that the arbitrators
shall conclude that any expenses fail to satisfy the criteria of this
Paragraph 5.C.(viii) the Landlord shall not be entitled to treat such
expenses or proposed expenses as Operating Expenses under this Lease.
(ix) If less than one hundred percent (100%) of the Rentable
Area of the Building shall have been occupied by tenants during any
Lease Year, for purposes of computing Tenant's Expense Amount, those
Operating Expenses that will vary in direct proportion with the level of
Building occupancy such as but not limited to janitorial expenses, and
water and sewer charges shall be determined for such Lease Year to be
equal to the like expense that would normally and reasonably be expected
to be incurred for such item had such occupancy been one hundred percent
(100%) through such Lease Year.
D. Electricity Payments. Tenant shall pay directly to the public utility
providing such electric power for all electric power provided to Tenant for use
on the Premises.
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46
E. Allocation of Operating Expenses and Tax Expense. Operating
Expenses "for" a Lease Year shall mean those Operating Expenses allocable to
such Lease Year as determined in accordance with generally accepted accounting
principles. Taxes "for" a Lease Year shall mean Taxes due and payable during
that Lease Year. In the event of a dispute by either party regarding the
allocation to any Lease Year or portion thereof of Operating Expenses or Taxes
the matter may be submitted to arbitration by either party pursuant to Paragraph
33.
▇. ▇▇▇▇▇ in Computing Additional Rent. Except as provided in
Paragraph 5.C.(vi), delay in computing any item of Additional Rent shall neither
be deemed a default by Landlord or a waiver of the right to collect the item of
Additional Rent in question.
G. Minimization of Additional Rent. Consistent with the operation
of a first-class office building, Landlord agrees to use all reasonable efforts
to minimize both Taxes and Operating Expenses to the same extent as if the
entire burden thereof were the unreimbursable obligation of Landlord, provided,
however, that Landlord shall have no obligation to make capital improvements to
reduce Operating Expenses. ▇▇▇▇▇▇▇▇ agrees to prosecute appropriate proceedings
for refunds of excessive real estate Taxes with diligence, and in the event that
after consultation with recognized tax experts Landlord shall determine that
pursuing any assessment reductions or tax refunds is not appropriate, Landlord
shall promptly advise Tenant thereof in writing in a timely fashion and shall
permit Tenant to review such determination with Landlord's tax experts. In the
event that a filing shall be required to preserve the right to contest taxes or
any assessment, (such as a complaint to the Cook County Board of Tax Appeals as
respects real estate taxes) Landlord shall upon the written request of Tenant
make such filing in a timely fashion. Landlord shall keep ▇▇▇▇▇▇ advised in
writing on a regular basis as to the progress of any proceedings to contest
Taxes or assessments. Tenant may elect to submit the question of whether Taxes
or assessments should be contested or whether Landlord is diligently contesting
Taxes or assessments to arbitration pursuant to Paragraph 33. If an arbitrator
shall determine that Landlord has failed to appropriately or diligently contest
any Taxes or assessments and Landlord fails to correct such situation within ten
(10) days after any such decision, Tenant shall have the right after notice to
Landlord to contest all such Taxes or assessments by legal proceedings or in
such other manner as it may deem suitable (which, if so instituted, Tenant shall
conduct promptly at its own initial cost and expense and free of any expense to
Landlord, and if necessary in the name of and with the cooperation of Landlord),
and Landlord shall execute all documents necessary to accomplish the foregoing.
H. Tax Refunds and Operating Expense Overcharges. Any refund or
reduction of Taxes secured by Tenant shall first be applied to the costs, fees
and expenses incurred by Tenant to secure such refund and then to the costs,
fees and expenses of Landlord in securing such refund. Any balance of such
refund or reduction of Taxes shall be deducted from the Taxes due and payable in
the Lease Year Landlord receives such refund, notwithstanding that the refund
may be of Taxes for a previous year. In the event that for any Lease Year
Landlord receives payments of (or has granted abatements of) Operating Expense
Amounts or Tax Amounts which exceed the actual Operating Expense or Tax Amounts
for such year then Landlord shall immediately pay to Tenant the Tenant's share
of any such amount based upon the percentages set forth in Paragraphs 5.A.(iv),
(v) and (ix).
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47
Notwithstanding the foregoing, during the first sixty (60) months
of the Term, Tenant shall not be entitled to share in any such refund or rebate
of Operating Expenses or Taxes; and during the 61st through the 120th months of
the Term, Tenant shall share in any rebate or refunds of Operating Expenses and
Taxes only to the extent that the aggregate amount of such Operating Expenses
and Taxes for each successive twelve month period shall be less than the
Combined Amount for such period.
6. USE OF PREMISES.
Tenant shall use and occupy the Premises for general office
purposes and for any other ancillary and lawful purpose consistent with a
first-class office building. Tenant may also install vending machines,
employees' lounges, kitchen, cooking and dining facilities, and print shop and
duplicating facilities in the Premises generally consistent with the type of
facilities shown in the Space Plans. Such food service facilities shall be for
use of its executive employees and guests, but excluding use thereof by the
general public; and the printing and duplicating shall be solely for Tenant and
its Affiliates (as hereinafter defined). Any full service kitchen areas shall be
located on the uppermost three (3) floors of the Premises. Tenant may serve
anywhere throughout the Premises, beverages of any kind to its officers,
employees and guests; provided, however, Tenant shall at all times comply with
the laws of the State of Illinois respecting the serving of any alcoholic
beverages and will indemnify and hold Landlord harmless from all loss or damage
Landlord may suffer by virtue of any violation of such laws.
Tenant's occupancy shall comply with all applicable laws, rules
and regulations and Tenant shall not use the Premises so as to create a
nuisance. The foregoing provision shall in no way limit Landlord's obligation to
make repairs, installations, and additions to the Premises as provided in
Paragraph 9.A..
7. CONDITION OF PREMISES.
Except as specifically provided by this Lease, no promise of the
Landlord to alter, remodel or improve the Premises or the Building and no
representation by Landlord or its agents respecting the condition of the
Premises or the Building have been made to Tenant or relied upon by Tenant other
than as may be contained in this Lease, the Work Letter, any written amendment
hereto or to the Work Letter, or any other agreement signed by Landlord and
Tenant. The Work Letter attached hereto as Exhibit D is hereby incorporated into
this Lease by reference and Landlord and Tenant each agree to carry out their
respective obligations under the Work Letter.
8. SERVICES.
A. List of Services. Landlord shall provide the following
services, without additional cost to Tenant other than as specifically set
forth, at all times after ▇▇▇▇▇▇'s occupancy of the Premises during the Term:
(i) Heating, ventilating and air conditioning within the
performance standards of Exhibit E, from Monday through Friday
(excluding Holidays), during the period from 7:00 a.m. to 6:00
p.m. and on Saturday (excluding Holidays) during the period from
8:00 a.m. to 1:00 p.m. "Holidays" shall mean New Years Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving,
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48
Christmas and such other holidays observed customarily in
comparable first-class office buildings in the City of Chicago
with major service industry tenants, such as accounting firms
and law firms. Landlord shall provide after-hour and Holiday
heating, ventilating and air conditioning services at Landlord's
actual cost upon the request of Tenant;
(ii) City water from the regular Building outlets for
cooking, drinking, lavatory and toilet purposes, including hot
water in washrooms in the core of the Building at normal faucet
temperature; water shall be provided at water pressure of a
minimum of thirty-five (35) pounds per square inch;
(iii) Janitorial services as specified in Exhibit F
attached hereto and identified as "Janitorial Services";
(iv) Window washing for the inside and outside of
Windows in the Building's perimeter walls as may be situated in
the Premises at least once per season as determined by Landlord,
but not less than four (4) times per year and not less than two
(2) times per year for the outside of the windows in the balance
of the Building;
(v) Exclusive use of 6-car high-rise automatic
high-speed passenger elevators for floors above the 24th Floor,
with service to all of the Premises at all times; provided,
however, that Landlord may with the consent of Tenant, which
shall not be unreasonably withheld or delayed, limit the number
of cars serving the Premises to as few as two during after-hour
periods and provided further that in the event Tenant is not
occupying all floors above the 24th Floor, other persons
occupying such floors shall also be entitled to use of such
elevators; provided further, however, that Landlord may
routinely take one (1) elevator car out of service for routine
maintenance without Tenant's consent.
(vi) Freight elevator services and dock access in common
with other Tenants during normal business hours from Monday
through Friday (excluding Holidays) during the period from 7:30
a.m. to 4:30 p.m., and at other times subject to reasonable
scheduling; daily reserved times for first priority use of a
freight elevator from 7:30 a.m. to 8:00 a.m., from 12:00 p.m. to
12:30 p.m. and from 3:00 p.m. to 3:30 p.m. other than on Sundays
and Holidays; such first priority use shall entitle Tenant to
control of the freight elevator at such times during the
aforesaid periods as Tenant is using the freight elevator or
requires the use of the freight elevator;
(vii) Sufficient electrical capacity in the Building,
which can be delivered to the Premises, to operate printers,
telephones, computers, typewriters, calculating machines,
personal computers and peripherals, photocopying machines of
similar low electrical consumption (120/208 volts) and to
provide five (5) ▇▇▇▇▇ of connected load per square foot of
Rentable Area;
(viii) Tower condenser water at all times to operate
Tenant's special cooling equipment for its computer and
-21-
49
communication equipment initially installed on the Premises;
provided that Tenant shall pay the electrical costs for pumping
such water after hours;
(ix) Building directory with such entries for Tenant as
Tenant may from time to time reasonably request;
(x) Security services in the public space and common
areas of the Building consistent with operation of a first-class
office building in Chicago, Illinois of similar size including
coordination and control of elevator access to the Premises
during non-business hours as reasonably requested by Tenant;
such elevator controls shall include at Tenant's request during
non-business hours the ability (i) to move directly from floor
to floor in the Premises, and (ii) to restrict access to the
Premises to those persons designated by Tenant. Notwithstanding
the foregoing provisions of this subparagraph, Landlord shall
not be required to make capital expenditures to enhance the
security services for the Building beyond those contemplated by
the Plans. Tenant shall be entitled to secure and utilize the
signals from Landlord's security cameras monitoring the lobby
and garage areas of the Building in connection with Tenant's
security system. Selected employees of Tenant shall be kept
apprised of the radio frequencies utilized by Landlord's
personnel;
(xi) Maintenance of public and common areas of the Land
and Building consistent with the operation of a first-class
office building in Chicago, Illinois;
(xii) Such other services as are customarily furnished
generally to tenants by landlords of first-class office
buildings of a similar size in Chicago, Illinois, provided, that
Landlord shall not be required to make capital expenditures to
enhance Building systems to provide such services, and provided
further that the costs of such services shall be borne by the
users thereof if Landlord does not furnish such services
generally for the benefit of substantially all tenants in the
Building; and
(xiii) Landlord shall prior to the date of substantial
completion under Paragraph 3.B. provide Tenant in writing the
standard emergency procedures applicable to the Building and
Premises and shall from time to time during the Term promptly
furnish Tenant with any amendments, revisions, supplements or
additions to such procedures.
B. Interruption of Services. Tenant agrees that, except as
herein provided, Landlord shall not be liable in damages, by abatement of Base
Rent or otherwise, for failure to furnish or delay in furnishing any service, or
for any diminution in the quality or quantity thereof, when such failure or
delay or diminution is occasioned, in whole or in part, by governmental rule or
regulation, by repairs, renewals, or improvements, by any strike, lockout or
other labor trouble, by inability to secure electricity, gas, water, or other
fuel at the Building after Landlord's reasonable effort so to do, by any
accident or casualty whatsoever, by act or default of Tenant, or by any other
cause beyond Landlord's reasonable control; and, except as herein provided, no
such failure or delay or diminution shall be deemed
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to constitute an eviction of Tenant or disturbance of the Tenant's use and
possession of the Premises nor shall any such failure or delay relieve the
Tenant from the obligation to pay rent or perform any of its obligations under
this Lease. Landlord agrees to use its reasonable efforts to promptly restore
services in the event of any failure, delay or diminution described in this
Paragraph. Notwithstanding the foregoing, if the Premises or any full floor
portion thereof are rendered untenantable or are rendered inaccessible or
incapable of use by Tenant in the ordinary course of business for in excess of
one (1) business day, in each case due to interruption of such service for any
cause other than by default of Tenant, all Base Rent and Additional Rent shall
▇▇▇▇▇ for the portion of the Premises affected thereby and for the period of
such untenantability, inaccessibility or incapacity for use by Tenant in the
ordinary course of business; provided that such abatement is or would be
recoverable under any insurance that is commercially reasonable and available to
owners or first-class office buildings in Chicago, Illinois, whether or not
required to be carried by Landlord pursuant to the terms of this Lease.
C. Additional Services. Landlord shall have no obligation to
furnish services to Tenant of a different character other than those specified
in Paragraph 8.A. Should, however, Landlord provide additional services beyond
those provided for in Paragraph 8.A. to Tenant at Tenant's request, Tenant shall
pay separately for such additional service (including, but not limited to,
reserved time freight elevator services provided during reserved hours other
than those set forth in Paragraph 8.A.(vi)), at rates generally applicable to
all tenants to be established from time to time by Landlord to cover Landlord's
costs. Charges for any such additional service for which Tenant is required to
pay shall be due and payable with the next payment of rent that occurs more than
seven (7) days after Landlord bills Tenant therefor. If Tenant fails to make
payment for any such additional services, Landlord, in addition to all other
rights and remedies available to Landlord under this Lease may, with notice to
Tenant, discontinue any or all of such additional services and such
discontinuance shall not be deemed to constitute an eviction or disturbance of
the Tenant's use and possession of the Premises or relieve Tenant from paying
Base Rent and Additional Rent or otherwise performing any of its obligations
under this Lease.
D. Energy Conservation. Notwithstanding anything to the contrary
in this Paragraph 8 or elsewhere in this Lease, Landlord shall have the right to
institute such reasonable nondiscriminatory policies, programs and measures for
the conservation or preservation of energy, or energy related services as may be
legally required to comply with any applicable governmental codes, rules and
regulations.
E. Rights of Tenant. In addition to any other rights reserved to
Tenant under and pursuant to this Lease, Tenant shall have the right while a
Tenant under this Lease:
(i) to use Tenant's personnel at its cost and expense to replace
and repair lamps, tubes and ballasts in the lighting fixtures, subject
to Landlord's reasonable approval of the tubes and materials used
(consistent with Landlord's desire to maintain substantial uniformity in
color and intensity of interior lighting);
(ii) to use ▇▇▇▇▇▇'s own personnel to make Alterations (as
hereinafter defined) subject to the provisions of Paragraph 10.A; and
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(iii) to use hand carts for mail and paper delivery on the
Building passenger elevators between the various floors of the Premises.
Personnel utilized by Tenant pursuant to this Paragraph 8.E. (i) and (ii), or to
perform janitorial services pursuant to Paragraph 8.A.(iii) or to perform
repairs or Alterations pursuant to Paragraphs 9.B. and 10. may be employees of
Tenant; otherwise such personnel, if performing services similar to those
rendered by Landlord with union personnel, shall if legally requested by
Landlord's union personnel, belong to unions that will not conflict with the
unions under contract with Landlord for the Building. In the event that the use
by Tenant of its employees or of other persons to perform services under
Paragraph 8.E.(i), janitorial services under Paragraph 8.A.(iii) or repairs or
Alterations under Paragraphs 9.B. or 10. shall cause Landlord's employees or
contractors to strike, picket or otherwise materially interfere with the
operation of the Building, Tenant shall upon the written request of Landlord
cease the use of such personnel until such time as it shall be established that
Tenant has the right to legally utilize such employees or contractors. If
requested by ▇▇▇▇▇▇ and provided that in the reasonable judgment of Tenant the
actions of Landlord's employees or contractors in so interfering with the
operation of the Building are illegal, Landlord shall commence and pursue
appropriate legal proceedings to protect ▇▇▇▇▇▇'s rights to select and use
employees or contractors selected by it to perform such services without such
illegal interferences. Such legal proceedings shall be at ▇▇▇▇▇▇▇▇'s expense,
unless a judgment is entered by a court of competent jurisdiction finding that
such interference was not illegal, in which event such legal proceedings shall
be at Tenant's expense and Tenant shall reimburse Landlord for all of Landlord's
reasonable costs and expenses, including, without limitation, reasonable
attorneys' fees. Upon a finding that any such interference was illegal, Tenant
shall be entitled to continue to use such employees or contractors as it may
select. In the event that Landlord shall settle such dispute, Landlord and
Tenant shall each bear a reasonable allocable cost of such settlement. If the
parties are unable to agree on such allocation of settlement costs, either party
may submit that issue to arbitration pursuant to Paragraph 33 hereof.
Except in emergency, Landlord shall provide Tenant with one (1)
day's advance written notice of any interruption of any utility services in
connection with any repairs, replacements, alterations or additions to such
utility systems. Notwithstanding the foregoing, in the event that such
interruption in connection with repairs, replacements, alterations or additions
shall involve the Tower condenser water that operates Tenant's special cooling
equipment for its computer and communication equipment on the Premises, Landlord
shall provide Tenant with no less than ten (10) business days advance written
notice of such interruption, except in the event of an emergency, in which case
Landlord shall provide not less than one (1) hour advance notice to Tenant of
such interruption.
9. REPAIRS.
A. Landlord. Landlord at its expense, shall promptly and
adequately maintain, repair and keep in good condition at all times during the
Term (i) the Building structure, including, but not limited to roofs, subfloors,
structural perimeter walls, curtain wall windows, elevators, Building heating,
Building ventilating and Building air conditioning equipment, systems and con-
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trols, the Building plumbing, electrical, sprinkler and fire safety systems,
(ii) all common areas and public spaces in the Building or on the Land, and
(iii) the Building security system and equipment. Subject to the specific rights
of Tenant, Landlord shall be responsible for Janitorial Services (as hereinafter
defined) and shall also be responsible for those repairs and replacements
described in Paragraphs 13 and 16. In addition Landlord shall make all repairs,
installations and additions to the Building and to the Premises to the extent
that such items involve Tenant Improvements set forth in the System Plans
provided by Landlord as may be required by any ordinance, rule, regulation or
ruling of any governmental authority having jurisdiction over the Building. The
determination of whether a repair or replacement made by Landlord shall be a
capital expenditure shall be based upon generally accepted accounting principles
existing on the date hereof and the intent of the parties is that material
structural repairs to or replacement of exterior components of the Building
(other than routine maintenance) shall be deemed capital expenditures.
B. Tenant. Except to the extent required to be provided for by
Landlord under Paragraphs 8, 9.A., 13 and 16, after delivery of possession of
the Premises to Tenant (provided that Landlord shall remain obligated to
complete all Punch List items), Tenant shall at Tenant's expense, keep the
Premises in good order, repair and condition at all times during the Term, and
Tenant shall promptly and adequately repair all damage to the Premises and
replace or repair all damaged or broken fixtures and appurtenances on the
Premises with materials of comparable quality. If Tenant does not do so,
Landlord may, but need not, after notice to Tenant make any repairs,
replacements, installations, and additions that Tenant is obligated to make, and
Tenant shall pay to Landlord the cost thereof. The foregoing payments shall be
made with the next payment of rent due at least seven (7) days after Tenant is
billed for same. Except as specifically provided in Paragraph 9.A, Tenant shall
make all repairs, installations, and additions to the Premises to the extent
that such items involve Tenant Improvements set forth in the Working Plans
provided by Tenant, or relating to Tenant's unique use of the Premises (such as
kitchen and printing shop), as may be required by any ordinance, rule,
regulation or ruling of any governmental authority having jurisdiction over the
Premises. Landlord shall be entitled to supervise any repairs, installations and
additions required to be made under this Paragraph 9.B., but any costs of such
supervision shall be Landlord's expense.
C. Access. Landlord and Landlord's Agent may after three (3) days
advance written notice to Tenant (except in an emergency), but shall not be
required to, enter the Premises at all reasonable times with ▇▇▇▇▇▇'s
permission, which shall not be unreasonably withheld or delayed, to make such
repairs, installations, alterations, improvements and additions to the Premises
or to the Building or to any equipment located in the Building as Landlord shall
desire or deem necessary. Except in the case of emergency, or unless such
repairs, installations, alterations, improvements and additions can be made
without significantly interfering with Tenant's use of the Premises, they shall
be done during non-business hours.
10. ADDITIONS AND ALTERATIONS.
▇. ▇▇▇▇▇▇'s Rights. From and after the Commencement Date, Tenant
may, at its expense and after notice to Landlord, make any alterations,
improvements or additions to the Premises
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as Tenant deems appropriate for Tenant to be able to operate its business
(collectively "Alterations"). Tenant shall provide Landlord with plans and
specifications for any Alterations (other than normal decorating and
refurbishing). Alterations shall not include any work covered by the Work
Letter. Tenant shall secure, at its cost, all required permits and
authorizations for Alterations from governmental authorities (and Landlord shall
cooperate in connection therewith whenever necessary); and such Alterations
shall be made free of liens, in a good and workmanlike manner in conformity with
applicable laws and the plans and specifications delivered pursuant hereto. If
any such Alterations shall (i) be structural in nature; or (ii) materially
affect the heating, ventilating, life safety and air conditioning or electrical,
plumbing or mechanical systems of the Building; such Alterations shall not be
performed unless and until System Plans (as hereinafter defined) and such
construction documents as Landlord may reasonably require have been submitted to
and approved by Landlord, which consent shall not be unreasonably withheld or
delayed. Landlord shall be entitled to supervise any Alterations of the type
described in the preceding sentence that require Landlord's approval, and Tenant
shall pay to Landlord the reasonable costs of such supervision and review by
Landlord with the next payment of rent due at least seven (7) days after ▇▇▇▇▇▇
is billed for same. Any Alterations, whether prior to or subsequent to the
Commencement Date, shall be completed at Tenant's expense by employees of or
contractors hired by ▇▇▇▇▇▇. Tenant shall promptly pay to ▇▇▇▇▇▇'s contractors,
when due, the cost of all such Alterations. Upon completion of such Alterations,
Tenant shall deliver to Landlord evidence of payment, contractors' affidavits,
full and final waivers of all liens for labor, services or materials and such
other supporting documentation as Landlord may reasonably require, all in form
reasonably satisfactory to Landlord. Tenant shall defend and hold Landlord, the
Land and the Building harmless from all costs, damages, liens and expenses
related to such Alterations. All Alterations and repairs done by Tenant or its
contractors pursuant to Paragraphs 9 or 10 of this Lease shall be done in a
first-class, workmanlike manner using only good grades of materials and shall
comply with all applicable laws, ordinances, rules and regulations of
governmental departments or agencies. At all times Tenant shall cause
contractors and others performing Alterations for Tenant to not interfere with
the contractors, agents, and employees performing work in the Building for
Landlord or others.
B. Ownership and Removal. Unless otherwise required in writing by
Landlord or agreed upon by Landlord and Tenant at or prior to the time such
Alterations are made, all Alterations, whether temporary or permanent in
character shall without compensation to Tenant, become Landlord's property at
the termination of this Lease by lapse of time or otherwise. Upon termination of
this Lease Tenant shall have no obligation to remove any tenant improvements
made pursuant to the Work Letter or any Alterations that Tenant had not
previously agreed to remove. If Landlord shall require Tenant to remove any
Alterations it must so notify Tenant within thirty (30) days of receipt of the
plans for such Alterations.
11. COVENANT AGAINST LIENS.
Tenant has no authority or power to cause or permit any lien or
encumbrance of any kind whatsoever, whether created by act of Tenant, operation
of law or otherwise, to attach to or be placed upon ▇▇▇▇▇▇▇▇'s title or interest
in the Land, Building or the Premises, and any and all liens and encumbrances
created by
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Tenant shall attach to ▇▇▇▇▇▇'s interest only. Tenant covenants and agrees not
to suffer or permit any lien of mechanics or materialmen or others to be placed
against the Land, Building or the Premises or Tenant's interest in the Premises
with respect to work or services claimed to have been performed for or materials
claimed to have been furnished to Tenant or the Premises, and, in case any such
lien attaches, or claim of lien is asserted, Tenant covenants and agrees to
cause such lien or claim of lien to be immediately released and removed of
record or to be bonded over by a title insurer or surety reasonably acceptable
to Landlord. In the event that after ten (10) days written notice to Tenant such
lien or claim of lien is not immediately released and removed or bonded as
provided herein, Landlord, at its sole option and in addition to any other
available rights or remedies, may take all action necessary to release and
remove such lien or claim of lien (it being agreed by Tenant that Landlord shall
have no duty to investigate the validity thereof) and Tenant shall promptly upon
notice reimburse Landlord for all reasonable sums, costs and expenses (including
reasonable attorneys' fees) incurred by Landlord in connection with such lien.
12. INSURANCE.
A. Mutual Waiver. Each of Landlord and Tenant hereby waives any
and every claim, including insurer's subrogation claims, for recovery from the
other for any and all loss or damage to the Building or Premises or to the
contents thereof, and including claims for deductible and self-insurance
retention amounts, whether such loss or damage is due to the negligence of
Landlord or Tenant or its respective officers, directors, agents, employees or
invitees of any of them. Furthermore, Landlord and Tenant agree that as respects
any rights or claims between them, they shall each look solely to their
respective insurance carriers to the extent of the physical damage insurance
required to be maintained hereunder in the event of any physical loss or damage
required to be insured against by them hereunder.
B. Tenant Coverage. From and after the date upon which Tenant
shall first occupy any portion of the Premises to carry on its business, Tenant
shall purchase and maintain insurance with terms, coverage and in companies
reasonably satisfactory to Landlord as follows: (i) comprehensive general
liability insurance, including contractual liability insurance, covering claims
of bodily injury, personal injury and property damage arising out of Tenant's
operations, assumed liabilities or use and occupancy of the Premises, (ii)
physical damage insurance covering any tenant improvements provided under the
Work Letter and any Alterations, and (iii) physical damage insurance for
Tenant's personal property located on the Premises.
All liability insurance shall initially have combined single
limits of at least Three Million Dollars ($3,000,000) per occurrence, which
limits or coverages shall be subject to increase or change from time to time as
Landlord may reasonably request consistent with the requirements of comparable
first-class office buildings in Chicago. All property insurance shall be written
on an "all risk" basis, shall be in amounts at least equal to one-hundred
percent (100%) of the replacement cost of the covered items, subject to a
reasonable deductible considering the size and financial capabilities of Tenant,
and shall not be subject to the application of any co-insurance clauses or
requirements.
Prior to the date on which it first occupies the Premises to
carry on its business and prior to the policy expiration dates,
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Tenant shall furnish to Landlord certificates evidencing the coverages required
by this Paragraph, which certificates shall state that such insurance coverage
may not be changed or cancelled without at least thirty (30) days prior written
notice to Landlord, except in the event that such cancellation is for nonpayment
of premiums in which event the notice to Landlord may be upon ten (10) days
notice, and shall name as additional insureds with respect to comprehensive
general liability insurance and loss payees with respect to property insurance
coverages as their interest appears in this Lease only (i) Landlord and the
partners in Landlord, (ii) the beneficial owner or owners of the Land and
Building, if such are other than Landlord, and Tenant is given notice of such
fact, (iii) the ground lessor, any mortgagee, and any other party or parties
having an interest in the Premises that is agreed to by Tenant.
Notwithstanding the foregoing Tenant may elect to self insure for
any of the insurance required to be furnished by Tenant pursuant to this Lease
(other than physical damage insurance), provided that Tenant has the financial
capacity commonly possessed by persons who would self-insure for coverages such
as those required under this Lease. In the event of a dispute as to such
capacity either party may submit that issue to arbitration pursuant to Paragraph
33 hereof.
In the event that after ten (10) days written notice to Tenant,
Tenant shall at any time fail to maintain any of the insurance herein required,
Landlord shall have the right, but not the obligation, to provide such
insurance, and Tenant shall promptly upon notice reimburse Landlord for all
reasonable sums, costs and expenses incurred by Landlord in connection with
providing such insurance.
C. Avoid Action Increasing Rates. Landlord and Tenant shall each
comply with all applicable laws and ordinances, all orders and decrees of court
of which it has notice, and all requirements of other governmental authorities,
with respect to the Building or Premises, and shall not, directly or indirectly,
make any use of the Building or Premises other than those permitted in this
Lease that may be prohibited by law or be dangerous to person or property, which
may jeopardize any insurance coverage, increase the cost of insurance, or
require additional insurance coverage. If either party after notice from the
other fails to comply with the provisions of this Paragraph 12.C, and
jeopardizes the insurance coverage required to be carried under this Lease, the
other party shall have the right to enjoin the use that is contrary to this
Lease and jeopardizes the coverage, and if their premium is increased as a
result of such use, the non-defaulting party may after notice to such party
require such party to make immediate payment of any such increase in the other
party's insurance costs.
D. Landlord's Coverage. Landlord hereby agrees to insure the
Building and all portions of the Premises not required to be insured by Tenant
on an "all risk" of physical loss or damage basis, not subject to the
application of any co-insurance clauses or requirements of the policy and equal
to one hundred percent (100%) of the full replacement cost of the Building (but
excluding the cost of foundation, excavation and footings below grade), subject
to a reasonable deductible not to exceed One Hundred Thousand Dollars ($100.000)
without Tenant's prior written approval. Landlord shall purchase and maintain
comprehensive general liability insurance, including contractual liability
insurance, covering claims of bodily injury, personal injury and
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property damage arising out of Landlord's or Landlord's Agent's operations,
assumed liabilities or use and occupancy of the Building (other than the
Premises) with combined single limits of at least Three Million Dollars
($3,000,000) per occurrence. Such limits or coverages shall be subject to
increase or change from time to time as Tenant may reasonably request consistent
with the requirements of comparable first-class office buildings in Chicago.
Landlord shall cause Tenant to be named as an additional insured under all
liability policies carried pursuant to this Lease, with respect to the common
areas of the Building only Landlord shall furnish to Tenant prior to the date of
Tenant's occupancy of any portion of the Premises and prior to the expiration
date for any existing policies certificates evidencing the coverages required by
this Paragraph, which certificates shall state that such insurance coverage may
not be changed or cancelled without at least thirty (30) days prior written
notice to Tenant, except in the event that such cancellation is for nonpayment
of premiums in which event the notice to Tenant may be upon ten (10) days
notice.
In the event that after ten (10) days written notice to Landlord,
Landlord shall at any time fail to maintain any of the insurance herein
required, Tenant shall have the right, but not the obligation, to provide such
insurance, and Landlord shall promptly upon notice reimburse Tenant for all
reasonable sums, costs and expenses incurred by Tenant in connection with
providing such insurance.
E. Hold Harmless and Indemnification. Unless caused by ▇▇▇▇▇▇'s
negligence, Landlord and Landlord's comprehensive general liability insurance
carrier shall have primary responsibility and liability for any claims for
personal injury or property damage asserted against Tenant in connection with
the Land or Building that arise (a) on any portion of the Premises prior to
Tenant's occupancy thereof, or (b) other than on the Premises. In the event
Tenant is named or joined in any proceeding that alleges such a claim, Landlord
shall upon written notice from Tenant promptly assume the defense of such
proceeding and diligently use all reasonable efforts to have Tenant dismissed
from such proceeding. Absent actual fault by Tenant with respect to any such
claim, Landlord shall indemnify and hold Tenant harmless in connection with any
such claim including but not limited to all expenses, fees and liabilities
arising in connection therewith. If it shall be established in the course of any
such proceeding that Tenant is to any material extent at fault in connection
with such a claim, then Tenant shall bear and be responsible for a share of the
costs of defense and liability arising in connection therewith, such share to be
determined by the court hearing such case, if feasible, or otherwise by
arbitration pursuant to Paragraph 33 hereof.
Unless caused by ▇▇▇▇▇▇▇▇'s negligence, Tenant and ▇▇▇▇▇▇'s
comprehensive general liability insurance carrier shall have primary
responsibility and liability for any claims for personal injury or property
damage asserted by any third party against Landlord in connection with the
Premises that arise on any portion of the Premises on and after ▇▇▇▇▇▇'s
occupancy thereof. In the event Landlord is named or joined in any proceeding
that alleges such a claim, Tenant shall upon written notice from Landlord
promptly assume the defense of such proceeding and diligently use all reasonable
efforts to have Landlord dismissed from such proceeding. Absent actual fault by
▇▇▇▇▇▇▇▇ with respect to any such claim, Tenant shall indemnify and hold
Landlord harmless in connection with any such claim, including, but not limited
to,
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all expenses, fees, and liabilities arising in connection therewith. If it shall
be established in the course of any such proceeding that Landlord is to any
material extent at fault in connection with such a claim, then Landlord shall
bear and be responsible for a share of the costs of defense and liability
arising in connection therewith, such share to be determined by the court
hearing such case, if feasible, or otherwise by arbitration pursuant to
Paragraph 33 hereof.
F. Waiver Provisions. The obligation of Tenant to carry personal
property insurance shall exist only while the laws of the State of Illinois
shall prohibit a landlord from securing a release from its tenants for such
landlord's negligence and Landlord's sole remedy for any breach of such
provision requiring Tenant to carry personal property insurance shall be a right
to recover damages for losses incurred because such insurance was not in effect.
Landlord shall have no right or interest in the proceeds of any physical damage
insurance on personal property located on the Premises and Tenant shall be
entitled to all such proceeds and to handle and deal with all claims under any
policy.
Each party shall bear the loss of any deductible on any policy
carried by it pursuant to this Lease.
13. FIRE OR CASUALTY.
A. Rights Upon Loss. If the Premises or the Building (including
machinery or equipment used in its operation) shall be damaged by fire or other
casualty and if damage does not render all or a substantial portion of the
Premises or Building untenantable so as to give Landlord the right to terminate
this Lease, Landlord shall, subject to Tenant's duty to repair those parts of
the Premises that were provided at Landlord's cost during the Term pursuant to
the Work Letter and any replacements or additions thereto, as set forth in
Paragraph 13.B. below, repair or restore such damage with reasonable promptness,
subject to reasonable delays for insurance adjustments and delays caused by
matters beyond Landlord's reasonable control; provided that Landlord shall have
no obligation to repair, restore or replace Landlord's Work, Extra Work (each as
defined in the Work Letter), or Alterations and any replacements or additions
thereto. If any such damage renders all or a substantial portion of the Premises
or Building untenantable and Landlord has in good faith determined not to repair
or restore the Building and Premises, Landlord shall have the right to terminate
this Lease as of the date of such damage (with appropriate prorations of all
rents being made for Tenant's possession after the date of such damage of any
tenantable portions of the Premises) upon giving written notice to the Tenant at
any time within ninety (90) days after the date of such damage. Upon notice of
such termination Tenant shall within five (5) business days of receipt of
Landlord's notice choose and advise Landlord in writing of an effective date of
such termination not later than ninety (90) days after receipt of the notice
from Landlord.
If Landlord has not exercised its rights to terminate this Lease
as provided for in this Paragraph 13, then within ninety (90) days after the
loss Landlord shall advise Tenant of Landlord's reasonable good faith estimate
of the time required to make the necessary repairs. If such estimate is in
excess of one (1) year from the date of loss, then Tenant may, upon written
notice to Landlord, within thirty (30) days after receipt of Landlord's
estimate, exercise ▇▇▇▇▇▇'s right to terminate this Lease.
Tenant shall not have the aforesaid right to terminate
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this Lease in the event that the fire or casualty is caused solely by the
willful misconduct or negligence of Tenant.
If Landlord's reasonable good faith estimate of the time required
to make the necessary repairs is less than one (1) year, or if it is for more
than one (1) year and Tenant has not elected to terminate this Lease, then
Tenant may terminate this Lease on thirty (30) days prior written notice to
Landlord only if (a) Landlord shall have failed to commence to repair or restore
the Building within one hundred eighty (180) days after the loss; or (b)
Landlord shall have failed to complete such repair or restoration within the
later of three (3) months after such estimated date or one hundred twenty-five
percent (125%) of the estimated time, unless such failure results from
Unavoidable Delays.
For purposes of this Paragraph 13 a substantial portion of the
Building shall be deemed to have been damaged only if reconstruction or
significant repairs shall be required of more than twenty-five percent (25%) of
the Rentable Area in the entire Building, excluding, however, the space leased
to Illinois Bell Telephone Company ("IBT") in the non-Tower portion of the
Building; and a substantial portion of the Premises shall be deemed to have been
damaged only if reconstruction or significant repairs are required for more than
fifty percent (50%) of the Rentable Area in the Premises.
All rents and charges under this Lease, including Base Rents and
Additional Rents shall ▇▇▇▇▇ as to those portions of the Premises as are, from
time to time, untenantable as a result of damage until Landlord shall have
completed the repairs and restoration required of Landlord hereunder.
B. Proceeds. If neither Landlord nor Tenant have exercised the
right to terminate this Lease as provided in Paragraph 13.A., all insurance
proceeds with respect to the Premises received by Tenant as a result of such
damage by fire or other casualty to the Premises shall be used, to the extent
required, by Tenant to satisfy Tenant's duty to repair the Premises, which duty
is limited to repairing or restoring those parts of the Premises that were
provided at Landlord's cost during the Term pursuant to the Work Letter and any
replacements or additions thereto. Tenant may repair all Alterations, (to the
extent that Tenant desires to have such improvements on the Premises) at the
sole cost and expense of Tenant. All repairs and restorations required to be
performed by Tenant hereunder and any other or additional repairs or
restoration, if Landlord consents thereto, shall be done at Tenant's sole cost
and expense in accordance with the provisions of Paragraph 10 hereof. If either
Landlord or Tenant have exercised the right to terminate this Lease as provided
in Paragraph 13.A. during the first fifteen (15) years of the Part I Term,
insurance proceeds under the property damage insurance for the Premises required
to be carried by ▇▇▇▇▇▇ received by ▇▇▇▇▇▇ as a result of such damage by fire or
other casualty to the Premises shall be paid by Tenant to Landlord in an amount
equal to the unamortized value of the ▇▇▇▇▇▇▇▇'s Work provided pursuant to the
Work Letter and any replacements or additions thereto. Thereafter Landlord shall
be entitled to receive only its reasonable demolition costs for the tenant
improvements on the Premises from such insurance proceeds. For purposes of this
Paragraph 13.B such improvements shall be amortized on a straight line basis for
a fifteen (15) year period. If the parties are unable to agree as to such
amount, then the amount shall be determined by arbitration pursuant to Paragraph
33 hereof.
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14. [INTENTIONALLY DELETED]
15. NONWAIVER.
No waiver of any provision of this Lease shall be implied by any
failure of Landlord or Tenant to enforce any remedy on account of violation of
such provision, even if such violation be continued or repeated subsequently,
and no express waiver shall affect a provision other than the one specified in
such waiver and then only for the time and in the manner specifically stated. No
receipt of monies by Landlord from Tenant after the termination of this Lease
shall in any way alter the length of the Term or of Tenant's right of possession
hereunder or after the giving of any notice of termination shall reinstate,
continue or extend the Term or affect a notice of termination given to Tenant
prior to the receipt of such moneys, it being agreed that after the service of
such notice or the commencement of a suit or after final judgment for possession
of the Premises, Landlord may receive and collect any Base Rent or other sum
due, and the payment of said Base Rent or other sum shall not constitute a
waiver of or affect said notice, suit or judgment.
16. CONDEMNATION.
A. Total. If all or substantially all of the Land and the
Building is taken by condemnation or eminent domain (a "taking") this Lease
shall terminate automatically. The amount of damages resulting to ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ respectively, and to their respective interests in and to the Land and
Building and in, to and in connection with this Lease, by reason of such
exercise of the power of eminent domain, shall be separately determined and
computed by the court having jurisdiction and separate awards and judgments with
respect to such damages to Landlord and ▇▇▇▇▇▇, respectively, and to each of
their respective interests, shall be made and entered. In the event that such
court shall make a single award without separately determining the respective
interests of Landlord and Tenant, and if Landlord and ▇▇▇▇▇▇ shall not agree in
writing as to their respective portions of such award within twenty (20) days
after the date of the final determination by such court of the amount thereof,
Landlord and ▇▇▇▇▇▇ agree to submit the matter to such court on stipulation for
the purpose of a judgment determinative of their respective shares. In the event
for any reason the trial judge refuses to permit adjudication of the respective
interests of Landlord and Tenant, then such respective interests shall be
determined by arbitration pursuant to the provisions of Paragraph 33 hereof.
B. Partial. If the taking is of less than substantially all of
the Land and Building and if this Lease is for any reason not terminated
pursuant to the following Paragraph 16.C, Landlord shall as soon as possible
restore the Land and Building as nearly as can practicably be done (including
the Premises) using all of the award received by Landlord and Tenant (but not in
excess thereof) so as to provide to the extent reasonably possible, comparable
space and amenities to those enjoyed by Tenant under this Lease prior to the
taking; in such event this Lease shall continue in force at the square foot
rental rates and adjustment herein provided for the Premises applied to the
Rentable Area of the Premises existing in the Building as restored, but Base
Rent, Additional Rent and other charges due hereunder shall ▇▇▇▇▇ for the
portions of the Premises affected as to periods when the Premises is not
available for use by Tenant in the ordinary course of its business as a result
of such taking and work of restoration. In the event the taking is of less than
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substantially all of the Land and Building and does not affect the Premises or
any other interest of Tenant under this Lease to which an economic value can be
determined and computed by the court having jurisdiction, Tenant shall have no
right to a single award or share of the award as provided in the preceding
grammatical paragraph, provided that to the extent required, all of the award
received by Landlord shall be used by Landlord to restore the Land and Building
as provided above in this Paragraph. If the parties are unable to agree whether
a taking is of substantially all of the Land and Building or the extent of any
required restoration, then the matter shall be determined by arbitration
pursuant to Paragraph 33 hereof.
C. Termination Rights. If the taking is of less than
substantially all of the Land and Building then notwithstanding the foregoing
Paragraph 16.B, Landlord and Tenant shall have the right to terminate this Lease
in the following circumstances:
(i) Landlord may terminate if (1) in Landlord's reasonable
business judgment restoration of the Land and Building to substantially the same
size and quality is not economically justified, and (2) more than twenty-five
percent (25%) of the gross area of the Building is so taken by eminent domain,
excluding, however, the spaced leased to IBT in the non-Tower portion of the
Building;
(ii) Tenant may terminate if (1) more than twenty five percent
(25%) of the Premises is so taken by eminent domain, and (2) within sixty (60)
days after such taking Landlord has not been able to provide other comparable
space in the Building to temporarily add to the Premises to restore the size of
the Premises to at least seventy five percent (75%) of its Rentable Area prior
to such taking and Landlord will not, based on Landlord's reasonable estimate of
the Rentable Area of the restored Building (such estimate to be delivered to
Tenant not more than forty-five (45) days after such taking), be able to restore
the Premises to 100% of their Rentable Area prior to such taking by a date not
more than one (1) year after the date of such taking. If Tenant fails to
terminate this Lease as provided herein, the rent and other Lease factors such
as the Tenant's share of Taxes and Operating Expenses shall be adjusted based
upon the size of the Premises in proportion to that of the restored Building;
(iii) Either Landlord or Tenant may terminate if the taking
occurs within twelve (12) months prior to the then effective termination date of
the Part 1 Term.
In any of the above termination cases, such termination notice must be given not
more than sixty (60) days after the taking (the taking for purposes of this
Paragraph shall be the date when the taking authority requires possession) and
termination must be effective for the portion not taken not less than thirty
(30) or more than ninety (90) days after such notice is given. For the portion
taken, the termination shall be effective as of the date of the taking. In any
of the above termination cases, the award to Landlord and Tenant shall be
determined in accordance with Paragraph 16.A.
D. Mortgagee Rights. ▇▇▇▇▇▇'s right to receive a share of any
condemnation proceeds pursuant hereto shall be subject to any rights of any
mortgagees of the Land or Building to apply any condemnation proceeds to their
outstanding mortgage obligations.
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17. ASSIGNMENT AND SUBLETTING.
A. Limitations. Except as specifically prohibited in this
Paragraph 17 Tenant may at its discretion (i) assign, convey or mortgage this
Lease or any interest hereunder in whole or in part, subject to Paragraphs 17.B.
and 30.E. hereof; or (ii) sublet the Premises or any part thereof, in each case
subject to the consent of Landlord which shall not be unreasonably withheld or
delayed, as provided in Paragraph 17.B. Tenant may assign portions of the
Premises only on a full floor basis. Any mortgagee of ▇▇▇▇▇▇'s interest in the
Lease or successor in interest of such a mortgagee shall be entitled to take
possession of the Premises only subject to the restrictions on assignment set
forth in Paragraph 17.B. Tenant may not sublet all or any portion of the
Premises prior to ▇▇▇▇▇▇'s initial occupancy unless ▇▇▇▇▇▇ has undergone a
material corporate reorganization, restructuring or sale of assets resulting in
a materially reduced need for space. During the first ten (10) years of the Part
1 Term, Landlord may withhold its consent to a sublet of less than one-half of a
floor, in the event that Landlord can establish to Tenant's reasonable
satisfaction that such sublet shall cause the Expense Amount plus the Tax Amount
to exceed the Combined Amount provided in Paragraph 5(c)(vii) hereof and Tenant
has refused to adjust the Combined Amount to reflect such increase which will be
caused by the proposed subletting. ▇▇▇▇▇▇▇▇'s consent to any subletting, or
▇▇▇▇▇▇▇▇'s election to accept any subtenant hereunder and to collect rent from
such subtenant, shall not release Tenant or any subsequent tenant from primary
liability to perform each covenant or obligation to be performed by Tenant under
this Lease. Tenant may sublet or permit the use and occupancy of the Premises,
in whole or in part by any subsidiary or person which is an Affiliate of Tenant
without the consent of Landlord, provided that in such event Tenant shall not be
released from its obligations under this Lease. For purposes of this Lease
"Affiliate" shall mean any trust, corporation or partnership: (i) which owns or
controls the majority of the ownership interests of Tenant either directly or
indirectly through other entities; (ii) the majority of whose ownership interest
is owned or controlled by Tenant; or (iii) the majority of whose ownership
interest is owned or controlled by an entity described in (i) above. The phrase
"ownership interest" shall mean general partnership interests if the entity is
ever a partnership and capital stock and voting rights if the entity is a
corporation, and beneficial interest if the entity is ever a trust. ▇▇▇▇▇▇▇▇'s
consent to any assignment, subletting or transfer shall not constitute a waiver
of Landlord's right to withhold its consent to any future assignment, subletting
or transfer.
B. Notice. Tenant shall submit to Landlord at least ten (10)
business days prior to the effective date of any proposed sublease (other than
with an Affiliate) and at least thirty (30) business days prior to the effective
date of any proposed assignment or mortgage, a written notice which describes
the proposed transaction, including then available copies of those agreements
regarding the proposed transaction along with a description of all financial
terms and information regarding the identity and financial condition of the
proposed subtenant, assignee or mortgagee. Landlord shall not be entitled to
withhold its consent to an assignment, mortgage or subletting unless (a) a
subtenant, mortgagee or assignee is of a character, or will be utilizing the
subleased or assigned Premises in a fashion, which would have a material adverse
affect on the Building, or (b) the proposed use of the Premises in question
would violate this Lease or the existing provisions of Landlord's lease with IBT
which were disclosed in writing to Tenant prior to the date hereof, or (c)
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Tenant is seeking a release of liability in connection with an assignment and
Landlord and its mortgagee are not satisfied in their reasonable business
judgment that the proposed assignee is reasonably creditworthy to satisfy the
obligations of this Lease. Absent written rejection of a proposed subtenant,
mortgagee or assignee in accordance herewith within the above specified notice
periods, the consent of Landlord shall be deemed to have been given by Landlord.
Upon an assignment to an assignee meeting the credit criteria and other
standards set forth above, Tenant shall be released from further liability with
respect to such assigned portion of the Premises. In the event Tenant desires to
assign less than all of the Premises, Tenant shall provide Landlord with the
proposed form of assignment of Lease not less than thirty (30) days prior to the
date of the proposed assignment, which form shall contain a statement by the
assignee whereby such assignee specifically disclaims any right to assert any
rights under the Lease that are not specifically assigned to such assignee and
acknowledges that it has not received an assignment of and is not entitled to
assert any such rights not so specifically assigned. Landlord shall be entitled
to object to the proposed form of assignment of Lease by delivering written
notice thereof to Tenant within such 30-day period, specifically stating the
grounds for such objection, based upon what Landlord believes is a reasonable
likelihood of multiple or conflicting claims to rights under or as a result of
the assignment of Lease. In the event that Landlord shall timely object to the
form of assignment based upon the reasonable likelihood of future conflicts as
to the right to assert rights under the Lease between Tenant and assignee (or
the proposed assignee and any prior assignee), Tenant shall have the option of
either (i) revising the proposed form of assignment to meet the specific
objections raised by Landlord to the form of assignment, or (ii) submitting to
arbitration in accordance with Paragraph 33 hereof the question of the
reasonable likelihood of multiple or conflicting claims to rights under or as a
result of the assignment of Lease. Notwithstanding the foregoing, Landlord shall
have no right to withhold its consent to the assignment of this Lease to a
purchaser of all or substantially all of the assets of Tenant nor to a mortgage
of this Lease to a lender which is financing any such purchase; provided,
however, that any mortgagee of ▇▇▇▇▇▇'s interest in the Lease or successor in
interest of such a mortgagee or purchaser at foreclosure of such mortgage shall
be entitled to take possession of the Premises only subject to the restrictions
on assignment set forth in this Paragraph 17.B. Except as provided in this
Paragraph 17.B, Tenant shall remain obligated under this Lease.
C. Expenses. Landlord shall be entitled to receive from Tenant
its reasonable out-of-pocket expenses in connection with Landlord's review of
information provided hereunder regarding any proposed subleases or assignments
to other than Affiliates.
D. Recapture. Landlord shall have no right to share in any
proceeds of any subleasing or assignment of the Premises, nor shall Landlord
have any right to recapture any portion of the Premises which Tenant has
subleased, assigned or proposed to sublease or assign. Notwithstanding the
foregoing provisions of this Paragraph 17.D., in the event that Tenant desires
to sublease the whole or any part of the Premises to any then existing tenant of
the Building for a term of more than five (5) years, Tenant shall send Landlord
written notice thereof not less than ten (10) business days prior to the
execution of any such sublease or assignment. Tenant's written notice shall
specify that portion of the Premises that Tenant desires to so sublease, the
rental to be paid by the proposed sublessee, the commencement date of the
sublease , and the term of the proposed sublease. The term
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"RECAPTURE SPACE" as used in this Paragraph 17.D. shall mean the Premises if
Tenant intends to sublease the entire Premises, or that portion of the Premises
that Tenant intends to sublease, if Tenant intends only to sublease a portion of
the Premises. Landlord shall have the right, exercisable by written notice
delivered to Tenant, along with all necessary approvals and consents of any
mortgagee or ground lessor pursuant to Paragraph 21, within such ten (10)
business days to recapture the Recapture Space and such recapture shall
terminate Tenant's obligations as tenant under this Lease with respect to the
Recapture Space arising from and after the date of such recapture. Failure of
Landlord to deliver the written notice, consents and approvals required to be
delivered by Landlord to Tenant within such ten (10) business day period shall
be deemed Landlord's election not to recapture the Recapture Space. In the event
▇▇▇▇▇▇▇▇ has elected to recapture the Recapture Space, Landlord shall be
entitled to recover possession of and Tenant shall surrender possession of the
Recapture Space on the date specified in Tenant's written notice as the date of
commencement of the term of any such proposed sublease and in the condition
required under Paragraph 18.C. hereof. In the event that Landlord terminates
Tenant's obligations pursuant to this Lease with respect to the Recapture Space
as herein provided, Landlord and Tenant shall execute and deliver to each other
such amendments to this Lease as may reasonably be required to evidence the
partial termination of this Lease with respect to the Recapture Space. If this
Lease be so terminated with respect to less than the entire Premises, all rent
and other charges to be paid by Tenant under this Lease, including, without
limitation, Tenant's Expense Share and Tenant's Tax Share as set forth in
Paragraph 5 hereof, shall be proportionately decreased to reflect the deletion
of the Recapture Space based upon the number of square feet of Rentable Area of
the Recapture Space.
18. POSSESSION/SURRENDER.
A. Acceptance. The Premises shall be deemed substantially
complete and ready for occupancy if only minor or insubstantial details of
construction, decoration or mechanical adjustment remain to be completed (the
foregoing being collectively called "Punch List Items"). Acceptance of delivery
of possession of any part of the Premises by Tenant shall be deemed to
constitute Tenant's acceptance of the condition of such part of the Premises,
subject to Punch List Items and latent defects.
B. Occupancy. If Tenant takes possession of any part of the
Premises prior to the Commencement Date to carry on its business operations all
of the covenants and conditions of this Lease shall be binding upon the parties
with respect to the part of the Premises so occupied as though the Commencement
Date had occurred on the date when Tenant so took possession of such part of the
Premises, provided, however, no rents shall be due for or under this Lease for
the period of such occupancy prior to the Commencement Date, other than as
specifically provided in Paragraph 3.A. hereof.
C. Condition of Premises. Subject to Paragraph 13.B hereof, upon
the expiration of the Term, as to any part of the Premises or upon the
termination of Tenant's right of possession, Tenant shall remove its office
furniture, trade fixtures, office equipment and all other items of Tenant's
property from such part of the Premises as to which the Term has ceased and
surrender possession of such part of the Premises in good condition, reasonable
wear and tear and damage by fire or other casualty excepted. Tenant shall pay to
Landlord upon demand the reasonable cost of repairing any damage to the Premises
and to the Building caused
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by any such removal. If Tenant shall fail or refuse to so remove any such
property from the Premises within ten (10) business days of such termination,
Tenant shall be conclusively presumed to have abandoned the same, and title
thereto shall thereupon pass to Landlord without any cost to Landlord, whether
by set-off, credit, allowance or otherwise, and Landlord may at its option
accept the title to such property or at Tenant's expense may after written
notice to Tenant (i) remove the same or any part in any manner that Landlord
shall choose, repairing any damage to the Premises caused by such removal, and
(ii) store, destroy or otherwise dispose of the same without incurring liability
to Tenant or any other person. In the event Landlord incurs any storage or other
costs by reason of Tenant's failure to remove any property that Tenant is
obligated to remove under this Paragraph, or in the event Tenant fails to repair
any damage caused by any such removal or leave the Premises in good condition,
reasonable wear and tear and damage by fire or other casualty excepted, Tenant
upon demand shall pay to Landlord the amount of costs so incurred.
19. HOLDING OVER.
Tenant may upon written notice delivered to Landlord not less
than two (2) years prior to the expiration of the Part 1 Term by lapse of time
only, extend the Term of this Lease for all or any portion of the Premises for
up to one (1) additional year upon the terms of this Lease other than Paragraph
32 and the Base Rent. The Base Rent for such additional one year period shall be
established in accordance with the procedure for determining such rent for an
Extension Term. The foregoing right may be exercised by Tenant only once during
the Term of this Lease. In the event that Tenant does not exercise the foregoing
right, or upon the expiration of the extension of the Lease pursuant to the
foregoing right, if Tenant shall hold over, then in addition to performing all
of Tenant's other obligations set forth in this Lease, Tenant shall pay to
Landlord as Landlord's sole remedy as liquidated damages an amount equal to two
hundred (200%) percent of the Fair Market Rent attributable to that portion of
the Premises for which possession is retained, for each month or portion thereof
during which Tenant shall retain possession of the Premises or any part thereof
after the expiration or termination of the Term or of Tenant's right of
possession for such part of the Premises, whether by lapse of time or otherwise.
20. ESTOPPEL CERTIFICATES.
Tenant and Landlord each agree, from time to time upon not less
than ten (10) business days' prior request by the other party, to execute and
deliver statements in the forms of Exhibits G-1 and G-2 respectively, with such
changes and information as are required to reflect the then existent facts, it
being intended that any such statements and certificates may be relied upon by
any mortgagees or prospective mortgagees of the Land, Building or Premises, or
any prospective assignee of any such mortgagee, or any prospective or subsequent
purchaser or transferee of all or a part of Landlord's interest in the Land or
the Building or this Lease or any prospective transferee of all or any part of
the interests in Landlord or in any partner in Landlord or any subtenant,
assignee or other person interested or who might become interested in the
Premises or in Tenant.
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21. SUBORDINATION.
Tenant agrees to subordinate its rights hereunder at all times to
(i) the lien of any mortgage or mortgages designated by Landlord and to all
advances made or thereafter made upon the security thereof, and (ii) to all
ground leases or underlying leases of the Land and the Building designated by
Landlord and to execute any such reasonable agreements evidencing such
subordination as may be required by the mortgagee or ground or underlying
lessor, as the case may be, and to attorn to and to recognize, as landlord, the
purchaser at a foreclosure sale or the mortgagee or its nominee in the event the
mortgagee or such nominee accepts a deed in lieu of foreclosure, or the ground
or underlying lessor in the event of the termination of such underlying or
ground lease. Such subordination shall be conditioned upon and made and
delivered in return for and upon delivery to Tenant by such mortgagee or ground
or underlying lessor, as the case may be, of a Subordination, Attornment and
Non-Disturbance Agreement substantially in the form of Exhibit H, attached
hereto (the "NON-DISTURBANCE AGREEMENT"). It shall be a condition to Tenant's
obligations under this Lease and Landlord shall provide on the date hereof an
executed Non-Disturbance Agreement of the type described above from each
mortgagee and ground lessor or underlessor of the Land or Building existent or
in effect at the time of the execution of this Lease.
22. CERTAIN RIGHTS RESERVED BY LANDLORD.
Except as otherwise specifically provided in this Lease, Landlord
shall have the following rights, each of which Landlord may exercise without
notice to Tenant and without liability to Tenant for damage or injury to
property, person or business on account of such exercise, and the exercise of
any such rights shall not be deemed to constitute an eviction or disturbance of
Tenant's use or possession of the Premises nor shall such exercise give rise to
any claim for set-off or abatement of rent or any other claim:
(i) Subject to the requirements of Paragraph 30.D., to decorate
or to make repairs, alterations, additions or improvements, whether
structural or otherwise, in and about the Building, or any part thereof
(including, without limitation, alterations in the locations or
configurations of any common areas of the Building), and for such
purposes to enter upon the Premises, and during the continuance of any
of said work, to temporarily close doors, entryways, public space and
corridors in the Building and to interrupt or temporarily suspend
services or use of facilities, all without affecting any of Tenant's
obligations hereunder, so long as the Premises are reasonably accessible
and usable, ▇▇▇▇▇▇'s rights hereunder are not unreasonably interfered
with and provided that Landlord shall not interfere with ▇▇▇▇▇▇'s
telephone switch. Landlord, at its cost, shall use all reasonable
efforts to carry out such work affecting the Premises or reasonable
access thereto in a manner so as to minimize any interference with
▇▇▇▇▇▇'s use of the Premises, and in the event any such work
unreasonably interferes with Tenant's access to or use of the Premises,
Landlord shall do such work during non-business hours, except in the
event of emergency;
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(ii) To retain at all times and, subject to the provisions of
Paragraph 30.G., to use, in appropriate instances, keys and other entry
devices within and into the Premises;
(iii) To designate and approve a building standard for all
window coverings used in the Building, provided, however that Tenant may
also have draperies of its choosing behind the blinds on the windows in
the Premises;
(iv) To approve the weight, size and location of safes, vaults,
computers and other heavy equipment and articles in and about the
Premises and the Building so as not to exceed the legal live load per
square foot designated by the structural engineers for the Building,
which shall be not less than 50 lbs. per square foot, and to require all
such items and furniture and similar items to be moved into or out of
the Building and Premises only at such times and in such manner as
Landlord shall reasonably direct in writing or as otherwise permitted
herein;
(v) To establish reasonable controls for the purpose of
regulating all property and packages, both personal and otherwise, to be
moved into or out of the Building and Premises and all persons using the
Building after normal office hours, which controls shall recognize and
be consistent with any governmental regulations applicable to classified
documents;
(vi) Subject to the rights of Tenant otherwise provided in the
Lease, to reasonably regulate delivery and service of supplies and the
usage of the loading docks, receiving areas and freight elevators and to
control and regulate access to and use of common areas of the Building;
(vii) Within the last fifteen (15) months of the Term for any
part of the Premises, and provided Tenant is not then acting to extend
the Term for such portion of the Premises pursuant to Paragraph 32.B.,
after reasonable advance notice to Tenant, to show such portion of
Premises to prospective tenants at reasonable times, and if vacated or
abandoned, to show such Premises at any time;
(viii) To erect, use and maintain pipes, ducts, wiring and
conduits, and appurtenances thereto, in and through the Premises at
reasonable locations which locations shall be subject to Tenant's
reasonable approval;
(ix) Except in the event of emergency when no notice shall be
required, upon prior notice to Tenant and subject to Tenant's security
requirements, to enter the Premises at any reasonable time to inspect
the Premises for compliance with this Lease or to show the Premises to
prospective lenders or purchasers; and
(x) To grant to anyone the nonexclusive right to conduct any
business or render any services in the Building.
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23. RULES AND REGULATIONS.
Tenant shall comply with the rules and regulations ("RULES")
attached to this Lease as Exhibit I. With the approval of Tenant, which shall
not be unreasonably withheld or delayed, such Rules may be reasonably
supplemented and revised by Landlord from time to time, as in the Landlord's
judgment may be desirable for the safety, care, and cleanliness of the Building,
or for the preservation of good order therein. Until notified of any such
violations of such Rules by any other person and unless Landlord fails or
refuses to take timely action to require such person to comply with the Rules,
Landlord shall not be liable to Tenant for violation of such Rules by, or for
Landlord's failure to enforce the same against, any other tenant, its subtenants
and occupants and its and their agents, employees, invitees or licensees, nor
shall any such violation or failure constitute, or be treated as contributing
to, an eviction, actual or constructive, or affect Tenant's covenants and
obligations hereunder, or subject to Paragraph 25 hereof, allow Tenant to
reduce, ▇▇▇▇▇ or offset the payment of any Base Rent or other sum under this
Lease, provided however, that all Rules shall to the extent applicable be
uniformly enforced by Landlord against all tenants of the Building. To the
extent that there shall be any conflict between the Rules as they may from time
to time exist and the body of this Lease, the terms and provisions of the body
of this Lease shall control.
24. LANDLORD'S REMEDIES.
A. Default and Remedies. If (i) Tenant defaults in the payment of
any monthly installment of Base Rent or Additional Rent, and such default is not
cured within five (5) business days after written notice to Tenant; (ii) Tenant
defaults in the payment of Additional Rent (other than monthly installments
thereof), or in the payment of any other sum required to be paid by Tenant under
this Lease, and such default is not cured within fifteen (15) business days
after written notice to Tenant (the defaults in the foregoing items (i) and (ii)
being collectively called "PAYMENT DEFAULTS"); (iii) Tenant fails to deliver an
estoppel certificate or subordination agreement pursuant to Paragraphs 20 or 21
hereof and such default is not cured within five (5) business days after written
notice to Tenant of such failure; (iv) Tenant defaults in the observance or
performance of any of the other covenants or conditions in this Lease which
Tenant is required to observe and perform (other than Payment Defaults) and such
default is not cured within thirty (30) days after written notice to Tenant
(except in the event of emergency conditions where an immediate cure shall be
required), unless such default cannot reasonably be cured within such thirty
(30) day period and Tenant after such notice shall have promptly commenced and
diligently prosecuted all action reasonably necessary to cure such default
(provided, however that such cure must be accomplished within one hundred twenty
(120) days of Landlord's notice absent Unavoidable Delay) or (v) Tenant becomes
the subject of commencement of an involuntary case under the Federal bankruptcy
law as now or hereafter constituted, or there is filed a petition against Tenant
seeking reorganization, arrangement, adjustment or composition of or in respect
of Tenant under the Federal bankruptcy law as now or hereafter constituted, or
under any applicable state bankruptcy or insolvency law, or seeking the
appointment of a receiver or liquidator of Tenant or seeking the winding-up or
liquidation of its affairs and such involuntary case or petition is not
dismissed within ninety (90) days after the filing thereof, or (vi) Tenant
commences a voluntary case or institutes proceedings to be adjudicated a
bankrupt or insolvent, or consents to the institution of
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bankruptcy or insolvency proceedings against it, under the Federal bankruptcy
laws as now or hereafter constituted, or any applicable state bankruptcy or
insolvency law, or consents to the appointment of or taking possession by a
receiver or liquidator of Tenant or makes any assignment for the benefit of
creditors or admits in writing its inability to pay its debts generally as they
become due, then Landlord may treat the occurrence of any one or more of the
foregoing events as a breach of this Lease, and thereupon at its option may,
with or without additional notice or demand of any kind to Tenant or any other
person, have any one or more of the following described remedies:
(i) Landlord may terminate this Lease by giving to Tenant
written notice of ▇▇▇▇▇▇▇▇'s election to do so, in which event the Term
and all right, title and interest of Tenant hereunder shall end on the
date stated in such notice;
I (ii) Landlord may terminate the right of Tenant to possession
of the Premises without terminating this Lease, by giving written notice
to Tenant that ▇▇▇▇▇▇'s right of possession shall end on the date stated
in such notice, whereupon the right of Tenant to possession of the
Premises or any part thereof shall cease on the date stated in such
notice; and
(iii) Landlord may enforce the provisions of this Lease and may
enforce and protect the rights of Landlord hereunder by a suit or suits
in equity or at law for the (w) specific performance of any covenant or
agreement contained herein, (x) injunctive relief, (y) recovery of all
moneys due from Tenant under any of the provisions of this Lease and (z)
recovery of any other damages due under this Lease, provided, however,
that Landlord hereby waives any and all right to claim punitive damages
and consequential damages, including but not limited to loss of profits.
B. Surrender of Possession. If Landlord exercises any of the
remedies provided for in Paragraphs 24.A. (i) or (ii), Tenant shall surrender
possession of and vacate the Premises and immediately deliver possession thereof
to Landlord, and Landlord may re-enter and take complete and peaceful possession
of the Premises.
C. Reletting. If Landlord terminates the right of Tenant to
possession of the Premises without terminating this Lease, such termination of
possession shall not release Tenant, in whole or in part, from Tenant's
obligations hereunder for the full Term. Landlord shall have the right from time
to time, to recover from Tenant, and Tenant shall remain liable for, all rent
and any other sums accruing as they become due under this Lease during the
period from the date of such notice of termination of possession to the
expiration of the Term. In any such case, Landlord shall use all reasonable
efforts to relet the Premises or any part thereof for the account of Tenant for
such rent, for such time (which may be for a term extending beyond the Term of
this Lease) and upon such terms as Landlord in Landlord's reasonable discretion
shall determine, and Landlord shall not be required to accept any tenant offered
by Tenant or to observe any instructions given by Tenant relative to such
reletting. Also, in any such case, Landlord may change the locks or other entry
devices of the Premises and make repairs, alterations and additions in or to the
Premises and redecorate the same to the extent deemed by
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Landlord reasonably necessary or desirable, and Tenant shall upon ten (10) days
written notice pay the cost thereof together with Landlord's expenses of
reletting, including, without limitation, brokerage commissions payable to
Landlord's Agent or to others. Landlord may collect the rents from any such
reletting and apply the same first to the payment of the expenses of reentry,
redecoration, repair and alterations and the expenses of reletting and second to
the payment of Base Rent and Additional Rent herein provided to be paid by
▇▇▇▇▇▇, and any excess or residue shall operate only as an offsetting credit
against the amount of Base Rent and Additional Rent due and owing as the same
thereafter becomes due and payable hereunder. The use of such offsetting credit
to reduce the amount of Base Rent and Additional Rent due Landlord, if any,
shall not be deemed to give Tenant any right, title or interest in or to such
excess or residue and any such excess or residue shall belong to Landlord
solely; provided that in no event shall Tenant be entitled to a credit on its
indebtedness to Landlord in excess of the aggregate sum (including Base Rent and
Additional Rent) due and owing or which would have been paid by Tenant for the
period for which the credit to Tenant is being determined, had no default
occurred, as applicable. No such reentry, repossession, repairs, alterations,
additions or reletting shall be construed as an eviction or ouster of Tenant or
as an election on Landlord's part to terminate this Lease, unless a written
notice of such intention is given to Tenant, or shall operate to release Tenant
in whole or in part from any of Tenant's obligations hereunder, and Landlord
may, at any time and from time to time, sue and recover judgment for any
deficiencies from time to time remaining after the application from time to time
of the proceeds of any such reletting.
D. Termination of Lease. In the event of the termination of this
Lease by Landlord as provided for by Paragraph 24.A(ii). above, Landlord shall
be entitled to recover from Tenant all sums which Landlord is entitled to
recover under any provision of this Lease including, but not limited to, all
rent accrued and unpaid for the period up to and including such termination
date, as well as all other additional sums payable by Tenant and an amount equal
to the excess of the present value of Base Rent and the CPI component of the
Additional Rent provided to be paid for the remainder of the Term over the
present value of the Fair Market Rent value of the Premises and the CPI
component of the Additional Rent for the remainder of the Term after deduction
of all reasonably anticipated expenses of reletting. In the alternative,
Landlord shall have the right, from time to time, to recover from Tenant, and
Tenant shall remain liable for, all Base Rent, Additional Rent and other amounts
due and owing under this Lease accelerated and paid pursuant to the provisions
of this Lease. Should the present value of the Fair Market Rent value of the
Premises and the CPI component of the Additional Rent after deduction of all
anticipated expenses of reletting exceed the present value of the Base Rent and
the CPI component of the Additional Rent provided to be paid by Tenant for the
remainder of the Term, Landlord shall not be obligated to pay to Tenant any part
of such excess.
E. Costs and Expenses. Tenant shall pay upon demand all of
Landlord's reasonable costs, charges and expenses, including, without
limitation, court costs and reasonable attorneys' fees, incurred in successfully
enforcing Tenant's obligations under this Lease or incurred by Landlord in any
arbitration, litigation, negotiation or transaction in which Tenant causes
Landlord, without Landlord's fault, to become involved or concerned.
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▇. ▇▇▇▇▇▇▇▇'s Cure. If Tenant shall default in the observance or
performance of any term, convenant, or condition on its part to be performed
under this Lease, and Tenant shall fail to remedy such default within the time
periods provided in the Lease after Landlord shall send Tenant written notice of
such default as required by this Lease, Landlord, without being under any
obligation to do so and without thereby waiving such default, may remedy such
default for the account and at the expense of Tenant. If Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith, including, but not limited to, reasonable attorneys' fees, in
instituting, prosecuting or defending any action or proceeding, then such sums
paid or obligations incurred by Landlord shall be due and payable by Tenant to
Landlord upon demand.
25. TENANT'S REMEDIES.
▇. ▇▇▇▇▇▇'s Cure. If Landlord has defaulted in the performance of
any term or covenant required to be performed by it under this Lease, (a) so
that all or more than sixty-five percent (65%) of any floor of the Premises
shall be untenantable, inaccessible or incapable of use by Tenant in the
ordinary course of business, or (b) by failing to perform in accordance with an
arbitrators' award or court order, after notice to Landlord, and in either such
case provided Landlord has not promptly commenced and diligently pursued a cure,
Tenant may after ten (10) days written notice to Landlord (except in the event
of emergency conditions, which shall include, without limitation,
untenantability, inaccessibility or inability of Tenant to use the portion of
the Premises containing Tenant's telephone switch, where no notice shall be
required), but shall not be obligated to, remedy such default and in connection
therewith may pay reasonable sums to cure or alleviate such default and employ
counsel in connection therewith. All sums reasonably expended or obligations
incurred by Tenant in so curing a default and found to be due to Tenant by an
arbitrators' award pursuant to Paragraph 33 or court order shall be paid by
Landlord to Tenant upon demand.
B. Set-Off. If the Landlord fails to reimburse Tenant for any
sums due pursuant to an arbitrators' award or court order, notwithstanding any
other term, provision or covenant in this Lease, Tenant may in addition to any
other right or remedy that Tenant may have, deduct such amount from Base Rent,
Additional Rent or any other sums that from time to time thereafter become due
to Landlord.
C. Immediate Set-off. Notwithstanding the requirement of
Paragraph 25.B. that Tenant secure an arbitrators' award or court order before
exercising a set-off right against rents due under this Lease, Tenant shall have
an immediate right, without securing an arbitrators' award or court order, to
exercise a right to set-off sums due under this Lease (i) in connection with any
failure by Landlord after three (3) days notice to comply with its obligations
under Paragraphs 30.A. or 30.B. of this Lease or Paragraph 9 of the Work Letter,
or (ii) in the event that Tenant receives notice from the ground lessor (which
ground lessor is described in Paragraph 21 hereof), that Landlord is in default
of the ground lease or underlying lease of the Land and the Building until
receiving confirmation that such default has been cured or resolved.
D. Remedies. Tenant may enforce the provisions of this Lease and
may enforce and protect the rights of Tenant hereunder by a suit or suits in
equity or at law for the (i) specific performance of any covenant or agreement
contained herein, (ii) injunctive relief, (iii) recovery of all monies due
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from Landlord under any provisions of this Lease and, (iv) recovery of any other
damages due under this Lease, provided, however, that Tenant hereby waives any
and all right to claim punitive damages and consequential damages, including but
not limited to loss of profits. In addition, Tenant shall have the right to
terminate this Lease (i) upon thirty (30) days prior written notice to Landlord
for any breach of a non-monetary covenant of this Lease by Landlord established
by a final and non-appealable court order that is not cured within such thirty
(30) day period, provided, however, that in the event such breach is of the type
that cannot be cured within such thirty (30) day period, the cure period shall
be extended for so long as Landlord has promptly commenced and is diligently
pursuing a cure (provided, however, that such cure must be accomplished within
one hundred twenty (120) days of Tenant's notice absent Unavoidable Delay), or
(ii) within ninety (90) days after written notice from the ground lessor (which
ground lessor is described in Paragraph 21 hereof), that ground lessor has
elected to terminate its ground lease and that Landlord is in default of the
ground lease or underlying lease of the Land and the Building, which default has
not been cured by Landlord or Landlord's mortgagee (which mortgagee is described
in Paragraph 21 hereof) within such period of time as under the ground lease was
provided to Landlord and ▇▇▇▇▇▇▇▇'s mortgagee to remedy the default. This
provision shall not in any way limit, control or impair Tenant's rights under
Paragraph 3.D. hereof or under the Collateral Agreement.
E. Costs and Expenses. Landlord shall pay upon demand all of
Tenant's reasonable costs, charges and expenses including, without limitation,
court costs and reasonable attorneys' fees incurred in successfully enforcing
Landlord's obligations under this Lease or incurred by Tenant in any
arbitration, litigation, negotiation or transaction in which Landlord causes
Tenant, without ▇▇▇▇▇▇'s fault, to become involved or concerned.
26. COVENANT OF QUIET ENJOYMENT.
A. Quiet Enjoyment. Landlord represents and warrants that it
holds fee simple title to or has a ground lease estate extending beyond the Part
1 Term for the Land and has fee simple title to the Building and that the only
mortgages or ground or underlying leases thereon are with those persons who have
delivered Non-Disturbance Agreements on the date hereof, and that it has the
power and authority to enter into this Lease. Landlord agrees that Tenant, on
paying the Base Rent, Additional Rent and other payments herein reserved and on
keeping, observing and performing all the other terms, covenants, conditions,
provisions and agreements herein contained on the part of Tenant to be kept,
observed and performed, shall, during the Term, peaceably and quietly have, hold
and enjoy the Premises subject to the terms, covenants, conditions, provisions
and agreements hereof, free from hindrance by Landlord or any person.
B. Evidence of Title. As of the date hereof, except for the
lawsuit (the "Zoning Litigation") described in Exhibit O, Landlord represents
and warrants that the Land and Building are free and clear of all easements,
covenants, licenses and zoning ordinances that would prohibit Tenant's use of
the Premises in conformity with Paragraph 6 of this Lease. Landlord further
represents and warrants that Landlord has good and marketable title to the Land
and Building, subject to easements and restrictions of record and to those
mortgages and ground or underlying leases described in the commitment for title
insurance herein to be provided to Tenant for which mortgages and ground or
underlying leases, Non-Disturbance Agreements shall be delivered to Tenant
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as provided in Paragraph 21 hereof. Simultaneously with the execution of this
Lease, the Landlord is furnishing to Tenant, at ▇▇▇▇▇▇▇▇'s cost, to evidence
Landlord's compliance with the provisions of the foregoing sentences, a copy of
a current commitment for title insurance from Chicago Title Insurance Company,
updated within thirty (30) days of its delivery. In addition, Landlord covenants
and agrees that simultaneously with the execution of this Lease, Landlord shall
deliver to Tenant a copy of the Trust Agreement, and all amendments thereto as
of the date of execution of this Lease, and establishing the Land Trust which is
executing this Lease as Landlord and establishing the holder of the beneficial
interest in the Land Trust and all partners in any partnership holding such
beneficial interest, together with a copy of the direction to the Trustee to
execute and deliver this Lease, all documents to be certified by the Trustee of
said Land Trust, within five (5) days of the date of delivery of said documents.
27. REAL ESTATE BROKER.
Tenant represents that ▇▇▇▇▇▇ has dealt with (and only with)
Rubloff Inc. and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. in connection with this Lease, and that
insofar as Tenant knows, no other person negotiated this Lease or is entitled to
any commission in connection herewith. Landlord shall bear and be responsible
for all fees, costs and expenses claimed by Rubloff Inc. Tenant shall bear and
be responsible for all fees, costs and expenses claimed by ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇▇▇▇▇ agrees to indemnify, defend and hold Landlord, the partners in Landlord,
▇▇▇▇▇▇▇▇'s Beneficiaries and their respective officers, employees, agents and
partners, harmless from and against any claims made by any broker or finder
other than Rubloff Inc., successfully claiming by, through or under ▇▇▇▇▇▇, for
a commission or fee in connection with this Lease. Landlord represents that
Landlord has dealt with (and only with) Rubloff Inc. and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. in
connection with this Lease, and that insofar as Landlord knows, no other person
negotiated this lease or is entitled to any commission in connection herewith.
▇▇▇▇▇▇▇▇ agrees to indemnify, defend and hold Tenant harmless from and against
any claims made by any broker or finder other than ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.,
successfully claiming by, through or under ▇▇▇▇▇▇▇▇, for a commission or fee in
connection with this Lease. No commissions, or fees shall be considered due or
payable in connection with (i) any extension of the Terms of any part of this
Lease, or (ii) any exercise of any option for space in the Building under
Paragraph 32 for purposes of arriving at the rents for any Extension Term or
Expansion Space.
28. MISCELLANEOUS.
A. Rights Cumulative. All rights and remedies under this Lease
shall be cumulative and except as provided herein none shall exclude any other
rights and remedies allowed under this Lease.
B. Late Payments.
(i) All payments becoming due under this Lease and
remaining unpaid for more than five (5) days after the due date
shall bear interest from the due date until paid at a rate per
annum equal to the Contract Rate (but in no event at a rate that
is more than the highest rate that is at the time lawful in the
State of Illinois).
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(ii) The provisions of this Paragraph shall in no way
relieve Tenant of the obligation to pay Base Rent or other
payments on or before the date on which they are due, nor shall
the collection by Landlord of any amount hereunder impair
▇▇▇▇▇▇▇▇'s remedies set forth in Paragraph 24 of this Lease.
C. Terms. The necessary grammatical changes required to make the
provisions hereof apply either to corporations or partnerships or individuals,
men or women, as the case may require, shall in all cases be assumed as though
in each case fully expressed.
D. Binding Effect. Each of the provisions of this Lease shall
extend to and shall, as the case may require, bind or inure to the benefit not
only of Landlord and of Tenant, but also of their respective successors and
assigns, provided this Paragraph shall not permit any assignment by Tenant
contrary to the provisions of this Lease.
E. Lease Contains All Terms. Except as set forth in that certain
Collateral Agreement of even date herewith by and between Landlord, Tenant, and
Chicago Title and Trust Company, under Trust Agreement dated August 30, 1988 and
known as Trust No. 1091100 (the "COLLATERAL AGREEMENT"), which permits Tenant to
terminate this Lease prior to the Commencement Date under those circumstances
described in such Collateral Agreement, all of the obligations of Landlord and
Tenant are contained herein and in the Work Letter and other Exhibits attached
hereto, and no modification, waiver or amendment of this Lease or any of its
conditions or provisions shall be binding upon Landlord or Tenant unless in
writing signed by Landlord and Tenant. In executing and delivering this Lease,
Tenant has not relied on any representation (including, but not limited to, any
representation whatsoever as to the amount of any item comprising Additional
Rent or the amount of the Additional Rent in the aggregate) or any warranty or
any statement of Landlord that is not set forth herein, in the Work Letter or in
one or more of the Exhibits attached hereto.
F. Delivery for Examination. Submission of the Lease for
examination shall not bind Landlord in any manner, and no Lease or obligations
of the Landlord or Tenant shall arise hereunder until this instrument is signed
by both Landlord and Tenant and delivery is made to each.
G. No Air Rights. No rights to any view or to light or air over
any property, belonging to any other person, are granted to Tenant by this
Lease. Landlord shall not, however, erect any structure on the Land or Building
other than as specifically provided in Exhibit C.
H. Captions. The captions of Paragraphs and subparagraphs are for
convenience only and shall not be deemed to limit, construe, affect, or alter
the meaning of such Paragraphs or subparagraphs.
I. Time. Time is of the essence of this Lease and each of its
provisions.
J. Only Landlord/Tenant Relationship. Nothing contained in this
Lease shall be deemed or construed by the parties hereto or by any third party
to create the relationship of principal and agent, partnership, joint venturer
or any association between Landlord and Tenant, it being expressly understood
and
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agreed that neither the method of computation of rent nor any act of the parties
hereto shall be deemed to create any relationship between Landlord and Tenant
other than the relationship of landlord and tenant.
K. Governing Law. Interpretation of this Lease shall be governed
by the law of Illinois.
L. Partial Invalidity. If any term, provision or condition
contained in this Lease shall, to any extent, be invalid or unenforceable, the
remainder of this Lease (or the application of such term, provision or condition
to persons or circumstances other than those in respect of which it is invalid
or unenforceable) shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the
fullest extent possible permitted by law.
M. Memorandum. Upon the execution of this Lease, Landlord and
▇▇▇▇▇▇ shall execute a Memorandum of Lease with respect to this Lease in the
form attached hereto as Exhibit J, for recording with the Cook County Recorder
of Deeds, and Tenant shall be entitled to record such Memorandum.
29. NOTICES.
All notices required or permitted to be given under this Lease
shall be in writing addressed as follows:
(a) If to Landlord:
Building Manager
Office of the Building
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
with copies to:
Rubloff Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Secretary
Coffield, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(b) If to Tenant:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-1560
Attention: Director Real Estate
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Vice President for Legal Affairs and
General Counsel
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provided, however, that either Landlord or Tenant may change the location at
which it receives notices or the entities that receive notices, to another
location within the United States of America or another entity, upon not less
than ten (10) days' notice to the other; and further provided, however, that
notwithstanding the foregoing, at no time shall either Landlord or Tenant be
required to deliver more than three (3) copies of a notice to the other party.
All notices shall be deemed effectively given:
(i) when delivered, if delivered personally to the
party for which notice is intended, including,
without limitation, by special courier;
(ii) three (3) days after such notice has been deposited
in the United States mail addressed to the party
for which notice is intended, postage prepaid, if
mailed certified or registered mail, return receipt
requested; and
(iii) when received by the party for which notice is
intended, if given in any other manner.
Failure to provide copies of the notice as required hereunder shall result in a
notice being ineffective.
30. TENANT'S SPECIAL COVENANTS.
A. Expenses. Landlord agrees to reimburse Tenant for (i) the
moving-related expenses of Tenant in connection with the move to the Premises up
to a maximum of Five Hundred Thirty-Five Thousand Dollars ($535,000) and (ii)
the fees and expenses of Tenant's Space Planner (including ▇▇▇▇▇-▇▇▇▇▇▇▇, Inc.
and any other space planner and/or architect engaged by Tenant with respect to
the Premises) for the Premises up to a maximum of Five Hundred Sixty-Five
Thousand Dollars ($565,000). Landlord shall reimburse Tenant within five (5)
business days after the date hereof for all sums expended for such items through
the date hereof as evidenced by ▇▇▇▇▇▇'s statement, and Tenant shall provide
receipts, invoices, waivers of lien or other documentation reasonably requested
by Landlord for such sums certified as true and correct. Thereafter such
reimbursement shall be made within forty-five (45) days of presentation of
statements for such items by ▇▇▇▇▇▇. Tenant shall be entitled to select the
mover that will perform the moving and packing services for the move to the
Premises and the person who will provide any temporary furniture; Landlord shall
have the right to approve the mover selected, and shall not unreasonably
withhold or delay its approval. Tenant shall be entitled to select the times and
dates for ▇▇▇▇▇▇'s initial moves into the Premises with reasonable notice to and
coordination with Landlord.
B. Lease Takeover. Tenant hereby represents and warrants to
Landlord as follows:
(1) Tenant currently occupies office and storage space
at ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "EXISTING SPACE")
as lessee under that certain lease dated as of February 1, 1985,
an Addendum to Lease dated August 12, 1985 (the "ADDENDUM") and
a Second Amendment to Lease dated November 30, 1987 (the "SECOND
AMENDMENT"), each with ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Venture (said
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venture or its successor as Lessor under said lease is
hereinafter referred to as the "PRESENT LANDLORD") and Tenant
(said lease, the Addendum and the Second Amendment are
hereinafter referred to as the "Existing Lease").
(2) Tenant has delivered to Landlord a true, correct and
complete copy of the Existing Lease.
(3) The Existing Space consists of the space delineated
on Exhibit A to the Existing Lease and on the Addendum and
Second Amendment. Tenant has not exercised any option to lease
any other space subject to the Existing Lease (nor has Tenant
sublet any portion of the Existing Space to any other party).
(4) As of the date hereof, except for the vacation and
abandonment of the Existing Space by Tenant contemplated by this
Lease, to ▇▇▇▇▇▇'s knowledge no state of facts exists which,
with the lapse of time or giving of notice, or both, could
constitute a default by Tenant under the Existing Lease and the
Existing Lease is in full force and effect.
The foregoing representations and warranties of Tenant shall
terminate and be of no further force and effect upon delivery by Tenant to
Landlord of an estoppel certificate in the form of Exhibit C to the Existing
Lease from the Present Landlord. To the extent limited above, ▇▇▇▇▇▇ hereby
agrees to protect, defend, indemnify and hold harmless Landlord, its
beneficiaries, and their respective partners, officers, agents and employees
from and against any and all loss, cost, damage, expense and liability,
including, without limitation, reasonable attorneys' fees, arising out of or in
connection with any breach of any of the foregoing representations and
warranties of Tenant.
Tenant further hereby covenants and agrees with Landlord as
follows:
(5) Upon ▇▇▇▇▇▇'s vacating the Existing Space, Tenant
shall, subject to the Existing Lease including the expiration of
the term on March 15, 1990, of that portion of Existing Space
leased under the Second Amendment and the rights of Present
Landlord under the Existing Lease, be able to deliver exclusive
possession of all of the Existing Space to Landlord.
(6) Tenant has not exercised, and will not without
Landlord's prior written consent, which shall not be
unreasonably withheld or delayed, exercise any option to lease
any other space or otherwise take any other space subject to the
Existing Lease.
(7) As of the later to occur of (i) the date on which
Tenant vacates all of the Existing Space and moves into the
Premises, or (ii) the Commencement Date (herein referred to as
the "TAKEOVER DATE"), except for and subject to the effects of
▇▇▇▇▇▇'s vacation and abandonment of the Existing Space
contemplated by this Lease due to ▇▇▇▇▇▇'s move, to ▇▇▇▇▇▇'s
knowledge no state of facts shall exist which, with the lapse of
time or giving of notice, or both, could constitute a default by
Tenant under the Existing Lease and the Existing Lease shall be
in full force and effect.
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(8) From and after the date hereof, Tenant (i) until the
Takeover Date will perform in a timely manner any and all duties
and obligations imposed upon it as lessee under the Existing
Lease, including, without limitation, paying all rent under the
Existing Lease that becomes due or payable or attributable to
any period prior to the Takeover Date, (ii) will not, without
Landlord's prior written consent, alter, amend, terminate,
modify, or renew the Existing Lease, and (iii) will not, without
Landlord's prior written consent, assign the Existing Lease or
sublet all or any part of the Existing Space.
(9) On or before the Takeover Date, Tenant shall remove
any and all of Tenant's furniture, equipment and trade fixtures
that Tenant desires to retain from the Existing Space and repair
any damage as a result of such removal and leave the Existing
Space in broom clean condition.
(10) On or before the Takeover Date, Tenant shall
deliver to Landlord an estoppel certificate in the form of
Exhibit C to the Existing Lease from the Present Landlord.
After the Takeover Date, Landlord shall be responsible to see that the Existing
Space is placed in broom-clean condition, free of debris, and in the condition
required by the Existing Lease upon expiration of the Existing Lease; provided,
however, that Landlord may elect to defer the removal of any tenant improvements
until the expiration of the term of the Existing Lease.
If space in the Premises sufficient to accomodate those employees
of Tenant previously occupying the 14th floor of the Existing Space is not
available for Tenant's possession by November 30, 1990 (subject to extension
resulting from Tenant Delay), then Landlord shall from and after such date as
extended pay to Tenant as an additional Hold-Over Cost under Paragraph 3.D.(v)
hereof, all moving costs occurring after the date hereof arising from the move
of Tenant's personnel from the portion of the Existing Space which is to expire
by the terms of the Second Amendment on March 30, 1990 to space other than the
Premises and any additional rental costs reasonably incurred after the date such
Existing Space is vacated over the costs which would have existed if the lease
for such space had continued on the terms existent on March 30, 1990. Upon the
expiration of the Second Amendment, Tenant covenants to use reasonable efforts
to relocate such personnel of Tenant located on the fourteenth (14) floor of the
Existing Space to space in the building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ to the
extent that such space is available and useable at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
The foregoing covenants and agreements of Tenant shall survive
for two (2) years from the Commencement Date and shall run solely and
exclusively to Landlord. Tenant's covenants to cooperate with Landlord with
respect to the Existing Lease and ▇▇▇▇▇▇'s negative covenants and agreements set
forth in subparagraph (6) and (8) above shall survive until the termination of
the Existing Lease. Tenant hereby agrees to protect, defend, indemnify and hold
harmless Landlord, its beneficiaries, and their respective partners, officers,
agents and employees from and against any and all loss, cost, damage, expense
and liability, including, without limitation, reasonable attorneys' fees,
arising out of or in connection with the claims of any third parties
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relating directly to any breach of any of the foregoing covenants and agreements
of Tenant.
Tenant agrees that Landlord or its beneficiaries may from time to
time, subject to the consent of the Present Landlord if required under the
Existing Lease, either in the name of Tenant or in the name of the Landlord or
its designee, assign the Existing Lease or sublet all or part of the Existing
Space to Landlord or to prospective tenants obtained by Landlord or by others,
for a term commencing on or after the Takeover Date. ▇▇▇▇▇▇ agrees, at the
request of Landlord, to enter into any assignment of the Existing Lease or
sublease of all or part of the Existing Space or modification of the Existing
Lease or to agree to a termination of the Existing Lease, all on terms
reasonably satisfactory to Landlord and Tenant (provided that the Present
Landlord consents thereto if required under the Existing Lease). Tenant shall
cooperate reasonably to obtain any such consents. Tenant shall not be required
to vacate the Existing Space prior to the Commencement Date, and Tenant may be
required to assign the Existing Lease only if it receives either a full and
complete release from the Present Landlord or an assumption agreement from an
assignee reasonably acceptable to Tenant in form and substance reasonably
acceptable to Tenant.
In connection with the subleasing or assignment of all or any
portion of the Existing Lease, Landlord agrees that in connection with any
assignment, Landlord shall deposit into a mutually agreeable form of escrow to
serve as security for Landlord's performance under Paragraph 30.B. any proceeds
from time to time received by Landlord in excess of the currently payable rents
under the Existing Lease, after paying all reasonably necessary costs and
recovering any concessions, which escrow shall be invested in U.S. Government
obligations or otherwise as mutually agreed by the parties hereto. Any such
funds shall be the property of Landlord unless and until the ground lessor has
terminated the ground lease, at which time such funds shall become the property
of Tenant. Otherwise, any such funds shall be returned to Landlord at the
termination of the Existing Lease. ▇▇▇▇▇▇▇▇ further agrees to collaterally
assign to Tenant to secure ▇▇▇▇▇▇▇▇'s indemnification obligation under this
Paragraph 30.B. and give Tenant a security interest in all right, title and
interest to any income received by Landlord from a sublease of the Existing
Space. Landlord shall provide Tenant with such financing statements and other
documents as may be required to perfect and maintain its rights hereunder. Such
collateral assignment and security interest shall be released at the termination
of the Existing Lease.
Landlord hereby agrees to protect, defend, indemnify and hold
Tenant harmless from and against any and all loss, cost, damage, expense and
liability, including, without limitation, reasonable attorneys' fees, arising
out of or in connection with the Existing Lease after the Takeover Date,
including but not limited to those relating to any assignment, sublease or
modification, other than those actions of Tenant with respect to the Existing
Lease taken without ▇▇▇▇▇▇▇▇'s consent (which consent shall not be required if
Landlord is in default under this Paragraph 30.B).
In consideration of Tenant entering into this Lease Landlord
agrees to pay any and all rent and other charges that shall accrue and that
Tenant shall be obligated to pay for the Existing Space pursuant to the Existing
Lease from and after the Takeover Date, including, without limitation, base rent
and additional rent due and payable or attributable to any period after the
Takeover Date and operating expense, real estate tax and Consumer Price Index
rental adjustments that relate to any period
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of time after the Takeover Date. To the extent permissible under the Existing
Lease such rental payments and all other sums due under the Existing Lease shall
be paid directly by Landlord. Otherwise, any such sums shall be paid to Tenant
in good funds not less than five (5) days prior to their due date under the
Existing Lease so that Tenant shall have such funds available to make the
required payments under the Existing Lease and Tenant shall utilize such funds
to make such payments in a timely fashion.
From and after the date hereof, Landlord and Tenant shall each
immediately deliver to the other true, complete and exact copies of any notices,
demands, communications or other instruments or documents received from or given
by or to Present Landlord by either of them pertaining to any default under the
Existing Lease or in any way relating to or affecting the Existing Lease or the
Existing Space, including but not limited to receipts, notices and letters.
Landlord and ▇▇▇▇▇▇ shall each immediately furnish the other with any and all
information such party may request concerning performance of the covenants of
the Existing Lease.
All costs, fees, expenses and other payments, including, without
limitation, any brokerage commissions, redecorating, alteration and other
re-renting costs, incurred in any assignment or subletting of the Existing Space
or in connection with collection of rents and other amounts from any assignee or
sublessee or in the enforcement of any assignment or sublease, and any costs,
fees, expenses and other payments paid or incurred to secure modification or
cancellation of or release from the Existing Lease or to secure agreements
consenting to the assignment of the Existing Lease or the subletting of the
Existing Space, will be at the expense of Landlord. Subject to any rights of the
Present Landlord under the Existing Lease, any and all rents, income and
revenues derived from any such assignment or subletting shall be paid to, belong
to and be retained by Landlord.
C. Communications System. Tenant shall have the right at any time
during the Term to lease from Landlord at no additional cost space on the roof
of the Building for one or more satellite, microwave or other communications
systems. Landlord shall notify Tenant of any proposed or actual rooftop
installations of Landlord or any other person and shall reserve for Tenant that
rooftop space designated on Exhibit K attached hereto, for Tenant's use pursuant
to this Paragraph 30.C.; provided that any communication system installed by
Tenant shall not interfere with any other communication systems previously
installed on the roof of the Building. Landlord shall require that any other
rooftop antenna, communications systems or devices shall not interfere with the
location or operation of any communication system of Tenant existing at the time
of installation of such other system. Tenant shall submit plans for any system
to be installed by Tenant and the names of the contractors who will be
installing such system, all of which shall be subject to Landlord's reasonable
approval which shall not be unreasonably withheld or delayed. Tenant shall pay
all costs related to the installation, operation and maintenance of such system.
Tenant shall, at Landlord's option, remove the system at the expiration of the
Part 1 Term. Tenant at its expense shall secure all zoning and regulatory
approvals necessary for the system that are not presently existent or cannot be
requested with any pending zoning code action of Landlord. Tenant shall restore
the roof after removal of any such communication system to the condition of the
roof prior to such installation, reasonable wear and tear and damage by fire and
other casualty excepted. Upon ninety (90) days advance written notice
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from Landlord to Tenant, Tenant shall cooperate with Landlord in the event that
Tenant's rooftop communications system must be temporarily removed incident to
required repairs to the roof. Absent actual fault by Landlord with respect
thereto, Tenant shall indemnify and hold Landlord harmless from and against any
damage to the roof arising from installation, use, maintenance, repair and
removal of such communication system.
D. ▇▇▇▇▇▇▇▇'s Changes After Construction. After construction of
the Building has been substantially completed in accordance with the Plans,
Landlord shall not, without in each case obtaining the prior written consent of
Tenant (which consent shall not be unreasonably withheld or delayed), construct,
install or make any material alteration or change in, to or of the exterior,
public space or common space in the Building or on the Land, including, but not
limited to loading docks, lobbies, elevators and plaza areas, unless such
alteration or change to such public space or common space shall not (a)
materially decrease the amount or location of the public or common space, (b)
materially limit or restrict Tenant's use of or access to the Premises, (c)
materially change the character of the Building as a first-class office
building, or (d) materially change the outward appearance of the Land or
Building or the appearance of the lobbies and public space, except any such
lobby that is for the exclusive use of IBT, provided that any alteration or
change of the IBT lobby shall be consistent with comparable first-class office
buildings in the City of Chicago.
E. Signage. (i) During the Part 1 Term, Tenant shall designate
the name of the Building, subject, however, to Landlord's consent which shall
not be unreasonably withheld or delayed; provided, however, that during the
first forty-five (45) years of the Term and while the lease between Landlord and
IBT is still in existence, Tenant may not name the Building for a company in the
business of telecommunications, transmission of information, or publication of
telephone directories, which is in competition in that business with IBT (or any
successor ▇▇▇▇▇▇ whose principal business is one of the foregoing), American
Information Technologies Corporation or any subsidiary of American Information
Technologies Corporation, whose principal business is one of the foregoing.
Tenant hereby designates and Landlord approves the initial name for the Building
as the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING". Any name designated for the Building shall
utilize a corporate or tradename of Tenant or a significant Affiliate of Tenant,
or Landlord may within thirty (30) days after its designation by Tenant reject
such name in Landlord's sole discretion. Landlord shall at Landlord's expense
and in a form mutually agreed upon by Landlord and Tenant provide ordinary
exterior signage on the Building of a type, size, shape, and containing
materials and at locations as may be mutually agreeable to Landlord and Tenant
to identify the Building with the name initially so selected by ▇▇▇▇▇▇. Upon not
less than one hundred eighty (180) days written notice, Tenant may change the
name of the Building; subject, however, to the provisions of the third sentence
of this Paragraph. Tenant shall bear the cost of any new signs and their
installation in the common areas of and on the exterior of the Building, which
results from such a change in the Building name. Notwithstanding any naming of
the Building, Landlord shall not receive, acquire or have any right, title or
interest in any corporate or tradename of Tenant, other than a license to use
such name to identify the Building in promotional and advertising materials for
the Building during the Term, provided that any style of type, logotype and logo
of Tenant used in such promotional or advertising material shall be approved by
Tenant, at Tenant's sole discretion. ▇▇▇▇▇▇▇▇ further acknowledges and agrees
that it shall not use any such name for the Building in a
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manner that is inconsistent with the operation of a first-class office building,
and acknowledges that Tenant will not have an adequate remedy at law for a
violation of this Paragraph and shall be entitled to seek an injunction with
respect thereto.
(ii) Landlord shall secure Tenant's prior written consent, which
consent shall not be unreasonably withheld or delayed and shall take
into account the requirements of Paragraph 30.E.(iii), before installing
or permitting the installation of any signage (which signage shall in
the case of any retail space be in keeping with a first-class office
building) in the public or common areas of the Building (including but
not limited to any signage for retail space tenants) or anywhere else on
the Land or Buildings, both interior and exterior, other than on office
floors not leased to Tenant, or in the interior of the IBT lobby or
signs on Washington Street identifying the entrance to the Garage (as
hereinafter defined). Tenant hereby consents to the sign and IBT logo
that shall identify the entrance to the IBT lobby in the form of and
located on the exterior of the Building as shown on Exhibit P attached
hereto.
(iii) The Building directory and where applicable all Building
signage shall clearly designate that Tenant is the principal occupant of
the Building and shall not give any other person remotely comparable or
greater prominence.
(iv) Subject to governmental approval, the address of the
Building shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Landlord shall not designate a
street address for the Building or designate or permit the designation
of the Building as a part of a larger development or project without the
prior written consent of Tenant. ▇▇▇▇▇▇'s consent under this Paragraph
30.E.(iv) shall not be unreasonably withheld or delayed unless in
Tenant's reasonable judgment the proposed name or address identifies or
is commonly associated with an enterprise, corporation or entity, in
which case Tenant may in its sole and absolute discretion refuse to
consent to or approve any such requested name or address.
(v) Tenant shall have the right to approve or disapprove any
proposed retail tenants of the Building based upon the proposed type of
products or services to be provided from the space and the quality and
style of the proposed tenant improvements; and Landlord shall provide
Tenant with all of the information available to Landlord regarding the
financial condition, methods of operation, and type of operations for
such retail tenant or any affiliated entities known to Landlord. Tenant
shall have the right to disapprove any proposed retail tenant of the
Building if the proposed tenant's operations in the Building would be
detrimental to or inconsistent with a first-class office building. In
the event that ▇▇▇▇▇▇ disapproves of any proposed retail tenant, the
matter of whether the proposed tenant's operations would be detrimental
to or inconsistent with a first-class office building may be submitted
to arbitration by Landlord pursuant to Paragraph 33. All retail leases
shall contain provisions regulating the displays, signs and lighting of
any retail space, including but not limited to, those elements visible
from any public space, in a fashion consistent with Tenant's rights
under this Lease and the operation of a first-class office building and
Landlord shall enforce such provisions with its retail tenants.
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(vi) Landlord shall secure Tenant's prior written consent, which
consent shall not be unreasonably withheld or delayed, for all
paintings, sculpture and other art objects that will be on display in
the public or common areas of the Building, or anywhere else on the Land
or Building, except the IBT lobby, both interior and exterior, other
than on office floors not leased to Tenant, which art objects shall in
each and every case be in keeping with comparable first-class office
buildings in the City of Chicago.
(vii) In the event of any sublease, assignment or termination of
the Lease as to any portion of the Premises the rights of Tenant under
this Paragraph 30.E. shall be governed as follows:
(a) Any tenant or subtenant of all of Part 1 shall be
entitled to exercise the name, signage and other rights provided
to Tenant under this Paragraph 30.E, except that during the
first forty-five (45) years of the Term and while the lease
between Landlord and IBT is still in existence, such tenant may
not name the Building for a company in the business of
telecommunications, transmission of information, or publication
of telephone directories, which is in competition in that
business with IBT (or any successor lessee whose principal
business is one of the foregoing), American Information
Technologies Corporation or any subsidiary of American
Information Technologies Corporation, whose principal business
is one of the foregoing.
(b) Notwithstanding that ▇▇▇▇▇▇ has assigned a portion
of Part 1, Tenant shall retain its rights under this Paragraph
30.E. so long as it is leasing at least 50,000 square feet of
Rentable Area in the Building, maintains its corporate
headquarters in the Building and executive officers of Tenant
are occupying a portion of the Premises.
▇. ▇▇▇▇▇▇▇▇▇▇. Notwithstanding any other provisions of this Lease
to the contrary, but subject to the provisions of Paragraph 8.E. hereof, at the
election of Tenant upon not less than thirty (30) days written notice, Tenant
may discontinue the Janitorial Services being furnished by Landlord described in
Exhibit F and instead furnish at its own expense its own janitorial services for
all or any whole floor portions of the Premises (or the East 1/2 of the 36th
floor as designated in a drawing furnished to Landlord by Tenant). In the event
Tenant so elects to furnish its own janitorial services, Tenant shall receive a
reduction in its Additional Rent due under this Lease equal to Landlord's cost,
on a square foot basis, for the Janitorial Services specified in Exhibit F at
the square foot rate paid for such services. In the event that janitorial
services are discontinued by Tenant they shall be reinstituted by Landlord
within thirty (30) days of Tenant's notice requesting such service, and, the
level of service provided by Landlord shall be as provided in Exhibit F. In
addition to the foregoing rights, and without any right to a credit from
Landlord, Tenant may arrange for janitorial services that are supplemental and
in addition to those provided by Landlord, at Tenant's expense. Landlord shall
have the right to approve any contractor used by Tenant to provide janitorial
services, such approval not to be unreasonably withheld or delayed.
G. Security. Notwithstanding any other provisions of this Lease
to the contrary, Tenant shall have the right to establish, subject to applicable
laws, such security systems and
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procedures with respect to the Premises as Tenant deems necessary or desirable
and, except in the case of an emergency or under reasonable conditions
consistent with Tenant's security requirements, to restrict Landlord and any
other persons from access to the Premises. As a part of Tenant's security system
Landlord grants to Tenant (i) the right to exclusive use of the telephone
closets on any floor of the Building fully occupied by Tenant within Parts 1, 2,
3 or 4, or contiguous to Parts 1, 2, 3 or 4 and the right to use of the
telephone closets on any floor of the Building partially occupied by Tenant,
(ii) the right to maintain, at Tenant's expense, 2 three-quarter inch conduits
running from the 36th Floor to the Building security console and also between
any space leased in the Building by Tenant, including the Garage and any storage
space and (iii) the option to maintain, at Tenant's expense, wholly enclosed
security areas with security equipment for vehicles utilizing Tenant's parking
spaces as set forth in the Space Plan. If prior to the expiration of the Term,
Tenant shall abandon those parking spaces that have been enclosed by Tenant,
then Tenant shall upon the written request of Landlord, delivered within sixty
(60) days of such abandonment, remove such enclosure and any equipment at
Tenant's expense and repair any damage as a result of such removal.
H. Decorating. In the 10th Lease Year of the Part 1 Term and in
every 10th Lease Year thereafter at the request of Tenant Landlord shall (i)
repaint all the walls of Part 1 of the Premises or provide a decorating credit
equal to the cost savings as a result of Tenant electing not to repaint, and
(ii) replace all lobby and hallway carpeting in Part 1 as requested by Tenant
with new carpeting of a grade comparable to that being replaced. Alternatively,
at Tenant's election Landlord shall provide a decorating allowance in a sum
equivalent to the foregoing which Tenant may utilize as it determines to
refurbish the Premises.
I. Cafeteria. Landlord's Plans include a public cafeteria to be
located on the 1st floor of the Building; Tenant shall be entitled to have a
portion of such cafeteria of approximately 4,000 square feet located
substantially as indicated on Exhibit L partioned off for use exclusively by
Tenant's employees and invitees during normal business hours for food and
beverage service. Permitted uses of Tenant's reserved cafeteria area shall
include retirement parties, birthday parties and similar such social events for
Tenant's employees, but shall not include use for training meetings and business
meetings of Tenant or as an employee lounge. Such reserved area shall be
created, furnished and decorated in a fashion reasonably acceptable to Tenant
and maintained by Landlord or caused to be maintained by the food service
operator, including without limitation any periodic redecorating or
refurbishing, in each case at no cost to Tenant. Tenant shall have the right to
approve the food service operator for the Building cafeteria and the terms of
its lease or operating or management agreement, which approval shall not be
unreasonably withheld; and Landlord shall provide in any agreement with a food
service operator that Tenant may contract with such operator to enable Tenant to
subsidize its employee food expenses in Tenant's area of the cafeteria. In the
event that the operating agreement of the food service operator, or the lease of
the tenant of the cafeteria, as the case may be, is terminated, Landlord shall
have a reasonable period of time to find another food service operator or tenant
for the cafeteria, subject to Tenant's approval rights provided above. The
cafeteria may be out of service for reasonable periods of time in the event that
repairs or renovation to the cafeteria are reasonably necessary. The requirement
that Landlord provide a cafeteria as required in this subparagraph shall permit
Landlord to commence cafeteria operations up to six (6) months
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after the Commencement Date of this Lease.
Landlord shall provide the cafeteria facility and the separate
area therein for Tenant in accordance with this Paragraph 30.I during the first
one hundred eighty (180) months of the Term without regard to the profitability
of such operation to Landlord or any cafeteria operator. Within ninety (90) days
after the expiration of such 180-month Term, the profitability of the cafeteria
operation shall be evaluated during the last three (3) years of such 180-month
Term, and if it shall be determined by Landlord and Tenant that the cafeteria
operation was not profitable during each of such last three (3) years, then
Landlord may (i) upon not less than thirty (30) days prior written notice elect
to terminate the operation of the cafeteria, or (ii) elect to continue the
cafeteria operation for an additional ten (10) year period. Absent written
notice of termination by Landlord within the specified time period, Landlord
shall be deemed to have elected to continue the cafeteria operation. The
profitability of the cafeteria operation shall be determined with respect to
Landlord and depreciation, debt service, real estate taxes, and Building
management fees shall not be subtracted from revenues in arriving at a
determination of profitability. If Landlord and Tenant shall be unable to agree
upon whether the cafeteria operation has been profitable in any year, then that
question may be submitted to arbitration in accordance with Paragraph 33 hereof.
After the initial fifteen (15) year period of the Term,
Landlord's obligation to continue to provide and maintain a cafeteria operation
shall be extended from time to time on a ten (10) year per time basis. An
evaluation of profitability, as described above for the last three (3) years of
each such ten year period, shall be made and Landlord and Tenant shall have the
same rights with respect thereto and the results thereof as are set forth above.
Notwithstanding the foregoing, (i) in the event that the
cafeteria operation was not profitable during each of the last two (2) years of
the initial 180-month Term, or any ten year Term thereafter, and is not
profitable, as determined above, during the first one (1) year of the new ten
(10) year period, or (ii) in the event that the cafeteria operation was not
profitable during the last one (1) year of the initial 180-month Term, or any
ten year Term thereafter, and is not profitable, as determined above, during the
first two (2) years of the new ten (10) year period, in each case Landlord may
upon not less than thirty (30) days prior written notice elect to terminate the
operation of the cafeteria.
If Landlord shall at any time terminate the cafeteria operation
other than temporarily as permitted under the first paragraph of this Paragraph
30.I, then at the written request of Tenant, Landlord shall deliver possession
of that portion of the Building used for the cafeteria and identified on
Exhibit L ("CAFETERIA PREMISES") to Tenant and shall lease the same to Tenant
for the term equal to the then current balance of the Part 1 Term for an annual
gross rental of One Dollar ($1.00), Tenant being free of any other rental
obligations with respect to the Cafeteria Premises, including without limitation
all Base Rent and Additional Rent, and otherwise upon the same terms and
conditions as are otherwise provided in this Lease. Landlord shall
simultaneously with such lease sell to Tenant for the sum of One Dollar ($1.00)
all personal property, furnishings, fixtures and equipment utilized in the
operation of the cafeteria, free and clear of all liens, security interests and
claims, by a bill of
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sale in form and substance reasonably acceptable to Tenant. Landlord shall
provide to the Cafeteria Premises all services set forth in Paragraph 8.A.
hereof, to the extent applicable; provided, however, that heating, ventilating
and air conditioning services pursuant to Paragraph 8.A. (i) and janitorial
services pursuant to Paragraph 8.A. (iii) shall only be provided upon written
request of Tenant, as additional services pursuant to Paragraph 8.C.
From and after the date of such lease and sale (i) Tenant may
utilize such space for the operation of a cafeteria, or (ii) alternatively, in
Tenant's sole discretion, Tenant may use and occupy the Cafeteria Premises for
any legally permitted purpose consistent with a first-class office building and
so long as the outward appearance of such Cafeteria Premises shall be consistent
with a first-class office building, Tenant may utilize any portion of the
Cafeteria Premises for storage or other similar uses in connection with the
offices in the Premises; provided, however, if Tenant shall at any time elect to
not utilize any portion of the Cafeteria Premises for a cafeteria operation
(other than temporarily for renovations or repairs), Tenant shall give written
notice thereof to Landlord and Landlord shall have thirty (30) days from
Tenant's notice to offer to Tenant in lieu of Tenant's right to occupy such
portion of the Cafeteria Premises as herein provided, a total abatement of Base
Rent and Additional Rent on a then existing portion of the Part 1 portion of the
Premises equal in size to such portion of the Cafeteria Premises (provided,
however, that Tenant shall pay for heating, ventilating and air conditioning
services pursuant to Paragraph 8.A(i) and janitorial services pursuant to
Paragraph 8.A(iii)), for a term equal to the Part 1 Term of this Lease, in which
event Landlord may recover possession of such portion of the Cafeteria Premises.
Failure of Landlord to offer such an abatement within the 30-day period shall
waive Landlord's option to recover the Cafeteria Premises.
Tenant's rights under this Paragraph 30.I shall be assignable to
an assignee of all of Part 1, but otherwise may not be assigned by ▇▇▇▇▇▇.
▇. ▇▇▇▇▇. In addition to the rights regarding signage otherwise
provided in this Lease, notwithstanding anything herein to the contrary,
provided that Tenant is then entitled to the rights under Paragraph 30.E.,
Tenant shall at all times be entitled to maintain product displays of prominent
visage in the Building lobby so long as the appearance of such displays
including, but not limited to, their type, subject matter, nature, size, color,
texture, location, number and material is reasonably satisfactory to Landlord
and consistent with comparable first-class office buildings in the City of
Chicago; and provided that such displays shall not materially adversely affect
the marketability of the Building.
Tenant's rights under this Paragraph 30.J shall be assignable to
an assignee of all of Part 1, but otherwise may not be assigned by ▇▇▇▇▇▇.
K. Storage. ▇▇▇▇▇▇▇▇ has leased to Tenant for storage and any
other lawful use those areas described in Paragraph 1.A. and identified on
Exhibit B, mutually agreeable to Landlord and Tenant taking into account
▇▇▇▇▇▇▇▇'s reasonable need for janitorial storage to serve the Premises. Tenant
shall be entitled to use such areas during the Part 1 Term without any cost or
expense for Base Rent or Additional Rent; provided that the storage areas on any
particular floor of the Premises shall be available to Tenant for so long as
Tenant, or an assignee of Tenant are in possession
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of all or any portion of such floor of the Premises. Tenant shall be entitled to
use without charge any available storage or non-office vacant space on any
mechanical floors of the tower portion of the Building. Tenant's mezzanine
storage space depicted on Exhibit B-16 shall be designed to include a small
locker room which shall be available for Building food service personnel
employed in the cafeteria and shall be provided with only those improvements
designated in the Space Plans. Landlord shall provide heating, ventilating and
air conditioning for the locker room and shall install the demising wall and
door to such area. Landlord shall bring electrical power to such space, but
other than as specifically provided in this Paragraph 30.K, Landlord shall have
no obligation to provide any other services to such space. The storage space in
the clock tower and mezzanine shall be assignable to an assignee of all of Part
1, but otherwise may not be assigned by Tenant. In addition, Tenant shall be
entitled to construct, at its own cost and expense, an enclosed walkway from the
mechanical space on the roof to the entrance to the storage space in the clock
tower.
▇. ▇▇▇▇▇▇▇▇. During the Part 1 Term Tenant shall be entitled to
maintain in the loading dock area of the Building other than on the IBT loading
dock, or other area of the Building designated by Landlord and reasonably
acceptable to Tenant, a paper shredder and necessary ancillary equipment and
receptacles used in disposal of Tenant's waste paper, without charge, other than
electricity used in the operation of such shredder, which electricity shall be
at Tenant's expense. Such shredder shall be installed and maintained by Tenant
at Tenant's expense. Tenant shall also maintain the area designated for the
shredder in a neat, clean and orderly condition. Landlord shall designate a
reasonably convenient location with appropriate access to electrical service for
the operation of such shredder metered to Tenant.
Tenant's rights under this Paragraph 30.L. shall be assignable to
an assignee of all of Part 1, but otherwise may not be assigned by ▇▇▇▇▇▇.
31. PARKING.
A. Spaces. During the Part 1 Term Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord twenty-seven (27) assigned
location parking spaces in the garage of the Building (the "GARAGE") in
locations within the Building identified on Exhibit B-15, for a monthly rental
with respect to each of the aforesaid spaces equal to ninety percent (90%) of
the fair market rent for such spaces based on the annual rental rate generally
charged to other tenants for similar spaces. The rent for such spaces shall be
payable monthly on the first (1st) day of each calendar month during the Term,
without any set-off or deduction whatsoever except as specifically provided in
this Lease. In the event that Tenant elects at any time not to lease any of said
spaces and so notifies Landlord in writing, Landlord shall accept the return of
any such surrendered spaces and shall be free to lease such spaces to any other
party or person whatsoever, and thereafter Tenant shall have no further rights
or obligations under this Paragraph 31.A. with respect to such surrendered
parking space or spaces. The tenant of all of Part 1 shall have the right to
control the assignment or subletting of rights to parking spaces under this
Paragraph 31 to assignees or subtenants of portions of the Premises.
B. Additional Spaces. If during the Term Tenant increases the
space leased by it in the Building in excess of two hundred sixty-four thousand
(264,000) square feet of Rentable
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Area, Tenant shall be entitled to lease two additional assigned location parking
spaces in the Garage for each additional seven thousand five hundred (7,500)
square feet of Rentable Area leased by Tenant. Any such lease of additional
spaces shall be upon the same terms and conditions as are set forth in Paragraph
31.A.
C. Market Rate Spaces During the Part 1 Term of the Lease, Tenant
shall from time to time be entitled to lease parking spaces in the Garage which
when added to those leased under Paragraphs 31.A and 31.B equals a percentage of
total parking spaces in the garage equal to Tenant's Building Share. Tenant
shall provide at least ninety (90) days notice of its election to increase its
leased parking spaces in the Garage beyond those provided for under Paragraphs
31.A and 31.B, and spaces leased under this Paragraph 31.C. shall be leased at
fair market rent. Spaces rented under this Paragraph 31.C shall be unassigned
spaces permitting the user to park in the Garage but not allocating a specific
location; provided, however, that in the event no space is available in the
Garage, the user of the unassigned space shall be entitled to receive as
liquidated damages from the operator of the Garage an amount equal to double the
daily rate for an unassigned space in the Garage. Furthermore, Landlord may
delay for up to nine (9) months from the date of Tenant's notice in making such
spaces available if it has entered into commitments with others that limit the
availability of spaces.
32. OPTIONS.
A. Part 4. In addition to Parts 1, 2 and 3, Tenant may, at its
option by written notice delivered to Landlord on or prior to the Commencement
Date, also lease from Landlord all, or the following described portions of,
floors 22, 23 and 24 of the Building. To the extent that Tenant does not lease
all of floors 22, 23 and 24 pursuant to this Paragraph 32.A., ▇▇▇▇▇▇'s option
hereunder shall apply first to space on the 24th floor, then the 23rd floor and,
then the 22nd floor; and if Tenant leases less than a full floor hereunder, it
shall lease not less than five thousand (5,000) square feet of Rentable Area on
either the 23rd and 24th floors and not less than ten thousand (10,000) square
feet of Rentable Area on the 22nd floor (such partial floor space to be in such
location, size and configuration on the floor as Tenant shall designate, subject
to Landlord's approval, which shall not be unreasonably withheld or delayed).
Any space leased under the provisions of this Paragraph 32.A. shall be
designated as "PART 4" of the Premises and shall be leased to Tenant upon the
same terms as those applicable to Part 3 (subject, however, to necessary
adjustments of the Part 4 Commencement Date and references to time periods to
reflect the actual date of substantial completion and occupancy of Part 4)
except that the Part 4 Term shall be adjusted so as to end on the same date as
the Part 3 Term. Tenant shall be entitled to have constructed on Part 4 at
Landlord's cost in accordance with the Work Letter tenant improvements of the
same scope, quality and nature as are to be constructed on floor 31 of the
Premises.
B. Extension Options. The Term of this Lease (other than the Part
1 Term) may be extended, at the option of Tenant for all, or any full floor
portions, of the Premises (other than Part 1) for one period of five (5) years
and thereafter for five (5) periods of ten (10) years each, with the last day of
the final Extended Term being the same day as the last day of the Part 1 Term
(such periods being herein sometimes referred to as the "EXTENDED TERMS") as
follows:
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(i) Each such option to extend shall be exercised by Tenant
giving a written notice to Landlord, which notice shall specify which
floor or floors the exercised option shall apply to, on or before but
not later than the first day of the fifteenth (15th) full calendar month
prior to the expiration of the existent Term for the Premises in
question.
(ii) Each of the Extended Terms shall be on the same terms,
covenants and conditions contained in this Lease, excluding the
provisions of Paragraphs 4.A. (iii); 4.B. (ii) and 4.C. (ii) hereof, and
except for the payment of Base Rent during each such Extended Term that
shall be determined as set forth below. If Tenant shall elect not to
extend the Term pursuant to this Paragraph 32.B. for a portion of the
Premises, such portion shall be the lowest floors of Parts 2, 3, 4 or
any Expansion Space then leased by Tenant. Any termination of this Lease
for any portion of the Premises during the original Term of this Lease,
or during any Extended Term shall terminate all future extension option
rights under this Paragraph 32.B. as respects such space.
(iii) The Base Rent for each Extended Term shall be at a rate
per square foot of Rentable Area for the Premises in question, equal to
the Fair Market Rent (as hereinafter defined) commencing on the first
day of the applicable Extended Term. Landlord shall advise Tenant at
least eighteen (18) months prior to the commencement date of each
Extended Term, of the Base Rent that Landlord believes is applicable to
the Premises for such Extended Term, and Tenant shall advise Landlord of
any objection to such rent within thirty (30) days of receipt of such
notice. Failure to respond within such thirty (30) day period shall be
deemed to constitute Tenant's acceptance of such Base Rent. If Tenant
shall object to ▇▇▇▇▇▇▇▇'s proposed Base Rent for an Extended Term, it
shall so advise Landlord, and Landlord and Tenant shall commence
negotiations to attempt to agree upon the applicable Fair Market Rent
within thirty (30) days after receipt of notice of ▇▇▇▇▇▇'s objection.
If the parties cannot so agree on such Fair Market Rent, the Fair Market
Rent shall be determined by arbitration pursuant to Paragraph 33 hereof.
Tenant shall have the right to nullify the exercise of an option to
extend the Term in whole or as to any portion thereof, by written notice
to Landlord, given by the later to occur of (x) fifteen (15) months
prior to the expiration of the existing Term or (y) fifteen (15)
business days of the receipt by Tenant of the results of the arbitration
referred to above, in which event Tenant's exercise of the option to
extend shall be null and void and neither Landlord nor Tenant shall have
any further rights or liabilities with respect thereto. Tenant's failure
to give the notice of nullification described above within such period
shall constitute acceptance by Tenant of, and Tenant's agreement to pay,
the Fair Market Rent specified by the arbitrator as the Base Rent for
the applicable Extended Term.
(iv) Landlord shall have no obligation to make improvements or
additions to the Premises as a condition to Tenant's obligation to pay
rent during any Extended Term. For purposes of determining Fair Market
Rent under this Lease it shall be assumed that no commissions shall be
payable with respect to any Extended Term. In addition to the Base Rent
above provided, Tenant shall and hereby agrees during each Extended Term
to continue to pay to Landlord
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Additional Rent in accordance with the provisions of Paragraph 5 of this
Lease, provided, however, that as respects the Additional Rent resulting
from the CPI Adjustment described in Paragraph 5.B., the Base Month for
each Extended Term shall be adjusted to be that month specified in
Paragraph 5.A.(x)
(v) In the event Tenant exercises any of its options under this
Paragraph 32.B. and an Extended Term shall result from such exercise, on
or prior to the commencement date of any such Extended Term, Tenant and
Landlord agree in each such case to execute and deliver to the other
party a Lease amendment in form and substance mutually acceptable to
Landlord and Tenant setting forth the provisions applicable to the
portion of the Premises involved in such Extended Term. From and after
such commencement date of an Extended Term, as respects the portion of
the Premises in question, the word "Term" shall be deemed to include the
additional period of time for which this Lease was so extended.
(vi) As used in this Lease with reference to any particular
leasable space in the Building, the term "FAIR MARKET RENT" of that
leasable space shall mean the Base Rent per annum for a period
commencing when the rental being determined would first be payable
assuming no rent abatements of any kind for a term of ten (10) years,
for tenants of comparable creditworthiness to Tenant occupying space
comparable to the total space occupied by Tenant (reduced by the present
value of any broker's commission, tenant improvement, free rent,
takeover rent or other concession of any kind which would be available
to such a tenant, but increased by the present value of the cost of any
actual tenant improvement or other concession (if any) agreed by the
Landlord and Tenant to be payable, or to be granted to Tenant, in
connection with the particular option with respect to which Tenant has
given its initial nonbinding notice), taking into account the other
economic terms of this Lease, including the terms provided in Paragraph
5.B.(i) of this Lease, and by reference to comparable first-class space
in the Building and in other buildings in the vicinity of the Building
and comparable to it in age and quality. For purposes hereof it shall be
assumed that no rental fees, commissions, finder's fee, brokerage or
similar payments shall be due in connection with the extension of the
Term of the space in question. The rental for the option space shall be
based upon a rate which would apply for the entire leased Premises and
not just for the option areas or expansion areas in question.
C. Expansion Options. Tenant shall be entitled to expand the
Premises by leasing additional space from Landlord in accordance with the
following expansion option rights:
(i) During the Term of this Lease, Tenant shall have the option
right to lease additional space in the Building as hereinafter provided.
The space subject to Tenant's option rights under this Paragraph 32.C.
("EXPANSION SPACE") shall be available on each 5th annual Anniversary of
the first full calendar month after the Commencement Date during the
Part 1 Term (the "OPTION DATE"), in increments of one-half (1/2) floor
areas of the Building on a schedule to be affixed hereto as Exhibit M on
the Commencement Date, plus or minus one thousand five hundred (1,500)
square feet of Rentable Area, at Landlord's option. Each such Expansion
Space shall be contiguous space on each floor and for floors not
partially
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occupied by Tenant shall apply first to the easterly one-half (1/2) of
the floor, except as provided below. Tenant may defer its right to elect
to lease Expansion Space for five (5) years, but in the event Tenant
does not elect on the Option Date next occurring, to lease that
Expansion Space as to which it did not exercise its rights under this
Paragraph 32.C, its rights to such Expansion Space shall be waived and,
in the event Tenant does not elect to lease current Expansion Space as
well as accrued Expansion Space, future Expansion Space for floors not
partially occupied by Tenant may apply first either to the easterly
one-half (1/2) of the floor, or to the westerly one-half (1/2) of the
floor, at Landlord's option, to the extent necessary to enable Landlord
to lease such Expansion Space in a commercially reasonable manner. Such
waiver shall be accomplished by removing from the Expansion Space, areas
on the lowest floors of expansion areas in the inverse order of the
numbered areas reflected on Exhibit M. Expansion Space shall be leased
upon the same terms and conditions as are then applicable under this
Lease for Part 3 except for (1) the amount of Base Rent, (2) the Base
Month for the CPI Adjustment which shall be adjusted to be that month in
which the Expansion Term commences, (3) the Term which shall be
determined as hereinafter set forth. The Term for the Expansion Space,
("EXPANSION TERM") shall, depending upon the date of exercise, be the
period commencing on the applicable Option Date and extending through
the day prior to the date that is the next commencement date for an
Extended Term under Paragraph 32.B. To the extent that Tenant shall
lease any space within the expansion area described in Exhibit M under
Tenant's first offer rights pursuant to Paragraph 32.D., such space
shall be deemed to be occupied by Tenant pursuant to an agreed upon
acceleration of Tenant's Expansion Option and Landlord shall use
reasonable efforts to make available to Tenant and notify Tenant in
writing of the location of comparable additional expansion space to
replace such already utilized Expansion Space to the extent such
additional expansion space is not committed under a lease or option to
lease to an existing tenant of the Building or would materially and
adversely affect the marketability of such space. The Expansion Term
shall be subject to the provisions of Paragraph 32.E.
(ii) Tenant shall give written notice to Landlord of its
exercise of an option under this Paragraph 32.C. not less than fifteen
(15) months prior to the Option Date of Tenant's exercise of its option
rights under this Paragraph 32.C. Landlord shall notify Tenant within
ten (10) business days of receipt of Tenant's notice of exercise of an
option right hereunder of the Base Rent which Landlord believes is
applicable to the Expansion Space for the Expansion Term and Tenant
shall advise Landlord of any objection to such rent within (10) business
days of receipt of such notice. If Tenant shall object to ▇▇▇▇▇▇▇▇'s
proposed Base Rent for an Expansion Term, it shall so advise Landlord
and Landlord and Tenant shall commence negotiations to agree upon the
Fair Market Rent applicable thereto. If the Landlord and Tenant are
unable to reach agreement on the Fair Market Rent within fifteen (15)
business days after the date of receipt of Tenant's notice of objection,
then the Fair Market Rent shall be determined by arbitration pursuant to
Paragraph 33 hereof. Tenant shall have the right to nullify its exercise
of the option under this Paragraph 32.C. by written notice to Landlord,
given within fifteen (15) business days of the receipt by Tenant of the
results of the arbitration referred
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to above, in which event neither Landlord nor Tenant shall have any
further rights or liabilities with respect thereto. Tenant's failure to
give the notice of nullification described above within such fifteen
(15) business day period shall constitute acceptance by Tenant of, and
Tenant's agreement to pay, the Base Rent specified by the arbitrator for
the applicable Expansion Term.
(iii) For any Expansion Space that has not as of Tenant's
exercise date had tenant improvements installed, Tenant shall be
entitled to receive improvements for such space comparable to those
under the Lease for floor 31 of the Premises under and pursuant to the
Work Letter to the extent applicable. Otherwise, Landlord shall have no
obligation to make improvements or additions to the Premises as a
condition to Tenant's obligation to pay rent during any Expansion Term,
nor shall Tenant be entitled to any abatement of Base Rent during any
Expansion Term. In addition to the Base Rent above provided, Tenant
shall and hereby agrees during each Expansion Term to pay to Landlord
Additional Rent in accordance with the provisions of Paragraph 5 of this
Lease, provided, however, that as respects the Additional Rent resulting
from the CPI Adjustment described in Paragraph 5.B., the Base Month for
each Option Term shall be the month in which the Expansion Term occurred
and the Comparison Month shall be the same as the next Comparison Month
for Part 1.
(iv) In the event Tenant exercises any of its options under this
Paragraph 32.C. and an Expansion Term shall result from such exercise,
on or prior to the commencement date of any such Expansion Term, Tenant
and Landlord agree in each such case to execute and deliver to the other
party a Lease Amendment setting forth the provisions applicable to the
portion of the Premises involved in such Expansion Term.
D. First Option.
(i) During the Term of Part 1, Tenant is hereby granted the
option to lease any space above the 13th floor of the Building that
becomes available upon the expiration or termination of any lease to any
third-party Tenant ("OFFERED SPACE"). Tenant's rights to any Offered
Space under this Paragraph 32.D. shall, however, be subject and
subordinate to the expansion rights and 30-day first option right of IBT
under IBT's lease with Landlord as it exists on the date hereof for
floors that are up to and including the 18th floor and 3,198 square feet
of Rentable Area on the 19th floor as shown on Exhibit Q (unless as of
the Commencement Date Tenant shall have elected to lease all of the Part
4 space in which event IBT's priority shall exist only below the 18th
floor.) Landlord shall keep Tenant fully advised in a timely manner as
to the availability or likely availability of space giving rise to
rights in Tenant under this Paragraph 32.D. and as to IBT's actions with
respect to IBT's option and expansion rights in the Building.
(ii) Tenant's option right under this Paragraph 32.D. shall
consist of a right to receive an offer to lease any space in the
Building located above the 13th floor other than Landlord's initial
lease of such space. As respects Offered Space where IBT has a priority
right to receive a first offer, the time periods for the commencement
and exercise of Tenant's rights under this Paragraph 32.D. shall
commence
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with the expiration of IBT's 30-day first offer right. Landlord shall
give Tenant written notice of the availability of such space and the
then available Base Rent for a term not less than five (5) years nor
exceeding fifteen (15) years ending on the day prior to the next
occurring commencement date of an Extension Term and otherwise on the
terms, covenants and conditions contained in this Lease. Tenant shall
have 30 days after receipt of such notice to accept or reject the
Offered Space. If Tenant does not elect to lease such Offered Space
within such thirty (30) day period, then Landlord may, for a period of
two hundred seventy (270) days after such thirty (30) day option period,
lease such space to other parties upon terms no less favorable to
Landlord than those offered to Tenant. During such 270 day period
Landlord may change its terms for the leasing of any Offered Space and
re-offer such space to Tenant for thirty (30) days in the same fashion
as if Landlord were initially submitting the offer for such space to
Tenant under this Paragraph 32.D. Landlord may vary the length of the
term of the lease of any Offered Space and Landlord may vary the
economic elements of an offer of any such space so that Landlord's offer
has substantially equivalent economic effect and the offer shall be
deemed to be substantially similar to that made available to Tenant.
(iii) Landlord shall not lease any Offered Space upon lease
terms that are less favorable to Landlord than those offered to Tenant
without first notifying Tenant in writing. Upon receipt of such a
notice, Tenant shall have the right for seven (7) business days after
the receipt of any such notice to lease the Offered Space on such new
terms, subject to adjustment of such terms to otherwise conform to this
Lease and reflect the equivalent economic effect on the offer as so
adjusted.
E. Term. Notwithstanding anything in this Lease to the contrary,
in no event shall the Term for any Expansion Space, or Offered Space extend
beyond the Part 1 Term.
F. Option Provisions. In the event Tenant exercises any of its
Options pursuant to Paragraphs, 32.C. or 32.D.:
(i) Landlord shall not be liable to Tenant in the event that
Landlord does not deliver possession of an Expansion Space or Offered
Space to Tenant due to a holding over by the prior tenant of such space
in violation of the terms of such tenant's lease, provided that Landlord
shall use its reasonable efforts to obtain possession of such space from
such other tenant (and Tenant hereby agrees to join in any action
brought for possession of such space upon Landlord's request and at
▇▇▇▇▇▇▇▇'s sole cost and expense) and the Lease obligations of Tenant
for such space shall not be deemed to have commenced until Landlord
shall have delivered possession of such space to Tenant.
(ii) Unless otherwise specifically provided in this Paragraph
32, Tenant shall accept possession of such Expansion Space and Offered
Space in broom clean, "as is" condition at the time of delivery of
possession thereof.
(iii) Tenant's Expense Share and ▇▇▇▇▇▇'s Tax Share as set forth
in Paragraph 5 hereof shall be increased
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to reflect the addition of the Expansion Spaces and Offered Spaces to
the Premises effective on the date of the commencement of the term of
the Expansion Space or Option Space as provided herein with partial
years reflected by an appropriate per diem proration adjustment.
(iv) It shall be a condition of Tenant's right to exercise its
Expansion Options and its rights under this Paragraph 32 that Tenant has
not received a notice of default as to which any applicable cure periods
have expired under any of the terms, covenants or conditions of this
Lease at the time that it notifies Landlord of the exercise of any such
options and that Tenant shall be diligently pursuing a cure as to any
notice received.
(v) Any space that is leased by Tenant pursuant to any portion
of this Paragraph 32 shall automatically thereafter be subject to the
extension options of Paragraph 32.B. and shall become a part of the
Premises.
33. DETERMINATION BY ARBITRATION.
A. Arbitration. In the event of the failure of the parties to
agree as to any matter which under the terms of this Lease is to be determined
by arbitration (unless otherwise specifically provided), such dispute shall upon
the notice of either party hereto be determined by arbitration as hereinafter
provided. Landlord and Tenant shall each appoint a fit, impartial and
independent person as arbitrator who shall have had at least ten (10) years'
experience as to the subject matter of the dispute. Such appointment shall be
signified in writing by each party to the other. The arbitrators so appointed,
in the event of their failure to agree within fifteen (15) days upon the matter
so submitted, shall appoint an umpire within ten (10) days after said 15-day
period. In the case of the failure of such arbitrators (or the arbitrators
appointed as hereinafter provided) to agree upon an umpire, such umpire shall be
promptly appointed by the American Arbitration Association, or its successor,
from its qualified panel of arbitrators, and shall be a person having at least
ten (10) years' experience as to the subject matter in question. In case either
party shall fail to appoint an arbitrator within a period of ten (10) days after
written notice from the other party to make such appointment, then the
arbitrator appointed by the party not in default hereunder for failing to
appoint an arbitrator shall appoint a second arbitrator having at least ten (10)
years' experience as to the subject matter in question. The two (2) arbitrators
so appointed, in the event of their failure to agree upon the matter so
submitted within fifteen (15) days thereafter, shall appoint an umpire within
ten (10) days after said 15-day period.
The arbitrators and umpire (when necessary) shall proceed with
all reasonable dispatch to determine the question submitted. The decision of the
arbitrators and umpire shall in any event be rendered within thirty (30) days
after the appointment of the last of them, and such decision shall be in writing
and in duplicate, one counterpart thereof to be delivered to each of the parties
who appointed them. If any arbitrator shall fail to act so as to enable a
decision to be made within such thirty (30) day period then the umpire and the
other arbitrator shall render the decision within such thirty (30) day period.
The arbitration shall be conducted in accordance with the rules of the American
Arbitration Association (or its successor) and applicable Illinois law, and the
decision of a majority of the arbitrators
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and umpire shall be binding, final and conclusive on the parties. If a majority
of the arbitrators and umpire believe that expert advice would materially assist
them in the resolution of the matter in dispute, they may retain one or more
qualified persons, including, but not limited to, legal counsel, architects or
engineers, to provide such expert advice. The fees of the arbitrators and umpire
and the expenses incident to the proceedings shall be borne equally between
Landlord and Tenant. The fees of respective counsel engaged by the parties, and
the fees of expert witnesses and other witnesses called by the parties, shall be
paid by the respective party engaging such counsel or calling or engaging such
witnesses.
B. Rent Arbitration. If Landlord and Tenant are unable to reach
agreement on Fair Market Rent in any situation, then prior to submitting their
dispute to the arbitrator(s) (which arbitrators shall, in the event of a dispute
on Fair Market Rent, be MAI Appraisers who shall have at least ten (10) years
experience in appraising office space in the downtown Chicago area), Landlord
and Tenant shall each simultaneously submit to the other its good faith estimate
of Fair Market Rent in such situation. If the higher estimate is not more than
one hundred five percent (105%) of the lower, then the Fair Market Rent shall be
the average of the two estimates. If the higher estimate is more than one
hundred five percent (105%) of the lower, then the arbitrators shall select from
the two estimates of Fair Market Rent submitted by Landlord and Tenant the one
that is closer to the Fair Market Rent as determined by the arbitrators.
C. Mortgagee Notice. Notice of appointment of the arbitrators
shall be given in all instances to any mortgagee who prior thereto shall have
given Tenant a written notice specifying its name and address. If a dispute
shall be submitted to arbitration as hereinabove provided, such mortgagee shall
have the right to participate in such arbitration proceedings; provided,
however, that such participation shall be in association with Landlord and shall
not be deemed to entitle such mortgagee to appoint an additional arbitrator nor
to enlarge Landlord's rights in such arbitration proceeding, it being the
intention of the parties that such mortgagee shall have the right to be present
and participate in the arbitration proceeding solely on behalf of Landlord.
34. LIMITATION ON LIABILITY.
A. Landlord. It is expressly understood and agreed by Tenant that
none of Landlord's covenants, undertakings or agreements in this Lease are made
or intended as personal covenants, undertakings or agreements by Landlord or the
partners or beneficiary in Landlord, and any liability of Landlord or the
partners or beneficiary in Landlord for damages or breach or nonperformance by
Landlord or otherwise arising under this Lease or the relationship of Landlord
and Tenant hereunder, shall be collectible only out of Landlord's interest in
the Land and Building (or if Landlord is the beneficiary of a land trust,
Landlord's right, title and interest in such land trust), in each case as the
same may then be encumbered, and no personal liability is assumed by, nor at any
time may be asserted against, Landlord or the partners in Landlord or any of its
or their officers, agents, employees, legal representatives, successors or
assigns for a breach of this Lease, all such liability, if any, being expressly
waived and released by Tenant and parties claiming through Tenant. Without
limiting the generality of the foregoing, there shall be no personal liability
to pay any indebtedness or sum accruing hereunder, or to perform any covenant or
agreement whether express or implied herein contained, it being agreed that
Landlord shall have sole responsibility therefor.
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Notwithstanding the foregoing this Paragraph 34 shall in no way
limit or affect any rights that Tenant may have pursuant to Paragraph 25 to
exercise any other remedy specifically provided to Tenant under this Lease or
the Collateral Agreement.
Landlord represents that ▇▇▇▇▇▇▇▇'s Agent has full power and
authority to manage the Building and to execute and deliver on behalf of
Landlord any and all ancillary documents with respect to the execution and
delivery of the Lease.
B. Tenant. It is expressly understood and agreed by Landlord that
no personal liability is assumed by or at any time may be asserted or enforced
against any of Tenant's board of directors, officers, employees or agents or any
of their heirs, legal representatives, successors or assigns on account of any
of the covenants, undertakings or agreements made by Tenant herein, all such
personal liability, if any being expressly waived and released by ▇▇▇▇▇▇▇▇ and
parties claiming through Landlord. Notwithstanding the foregoing this Paragraph
34.B. shall not limit or affect any rights that Landlord may have against Tenant
in Tenant's corporate capacity.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ and Tenant have caused this Lease to
be executed as of the day and year first above written.
LANDLORD:
Chicago Title and Trust Company
as Trustee as aforesaid
IN WITNESS WHEREOF, Chicago Title and Trust Company, not personally but
as Trustee as aforesaid, has caused these presents to be signed by its Assistant
Vice-President, and its corporate seal to be hereunto affixed and attested by
its Assistant Secretary, the day and year first above written.
CHICAGO TITLE AND TRUST COMPANY, As Trustee as aforesaid and not
personally,
By /s/ Signature Illegible ASSISTANT VICE-PRESIDENT
Attest /s/ Signature Illegible ASSISTANT SECRETARY
Corporate Seal
STATE OF ILLINOIS,
SS.
COUNTY OF COOK
I, the undersigned, a Notary Public in and for the County and State aforesaid,
DO HEREBY CERTIFY, that the above named Assistant Vice President and Assistant
Secretary of the CHICAGO TITLE AND TRUST COMPANY, Grantor, personally known to
me to be the same persons whose names are subscribed to the foregoing instrument
as such Assistant Vice President and Assistant Secretary respectively, appeared
before me this day in person and acknowledged that they signed and delivered the
said instrument as their own free and voluntary act and as the free and
voluntary act of said Company for the uses and purposes therein set forth; and
the said Assistant Secretary then and there acknowledged that said Assistant
Secretary, as custodian of the corporate seal of said Company, caused the
corporate seal of said Company to be affixed to said instrument as said
Assistant Secretary's own free and voluntary act and as the free and voluntary
act of said Company for the uses and purposes therein set forth.
Given under my hand and Notarial Seal this _____ day of ________
[STAMP OMITTED]
/s/ Signature Illegible
--------------------------------------------
Notary Public
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.,
a Delaware corporation
By: /s/ Signature Illegible
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Attest: /s/ Signature Illegible
Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Secretary
-68-
96
EXHIBIT A TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
LEGAL DESCRIPTION OF LAND
-------------------------
PARCEL 1 (THE FEE PARCEL):
ALL OF WEST WATER STREET LYING SOUTH OF THE SOUTH LINE OF ▇▇▇▇▇▇▇▇ STREET, LYING
NORTH OF THE NORTH LINE OF WASHINGTON STREET, LYING WEST OF AND ADJOINING
WHARFING LOTS 1 TO 5, BOTH INCLUSIVE, IN BLOCK "O" IN ORIGINAL TOWN OF CHICAGO
IN THE SOUTH PART OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD
PRINCIPAL MERIDIAN, AND LYING EAST OF A DIRECT LINE DRAWN FROM A POINT ON THE
SOUTH LINE OF LOT 9 IN BLOCK 44 IN ORIGINAL TOWN OF CHICAGO, 41.87 FEET EAST OF
THE SOUTH WEST CORNER OF SAID LOT 9, TO A POINT ON THE NORTH LINE OF LOT 1 IN
SAID BLOCK 44, 85.70 FEET EAST OF THE NORTH WEST CORNER OF SAID LOT 1, AS SHOWN
AND LOCATED ON THE PLAT RECORDED AUGUST 18, 1855, AS DOCUMENT NUMBER 62008 IN
COOK COUNTY, ILLINOIS.
PARCEL 2 (THE GROUND LEASE PARCEL):
THAT PART OF LOTS 1, 4, 5, 8 AND 9 LYING WEST OF A DIRECT LINE DRAWN FROM THE
POINT OF INTERSECTION OF THE WEST LINE OF WEST WATER STREET AND THE SOUTH LINE
OF SAID LOT 9, BEING A POINT ON THE SOUTH LINE OF LOT 9 APPROXIMATELY 41.87 FEET
EAST OF THE SOUTH WEST CORNER OF LOT 9, TO THE POINT OF INTERSECTION OF THE WEST
LINE OF WEST WATER STREET AND THE NORTH LINE OF LOT 1, BEING APPROXIMATELY 85.70
FEET EAST OF THE NORTH WEST CORNER OF LOT 1 IN BLOCK 44 IN ORIGINAL TOWN OF
CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE MAP OF THE TOWN OF CHICAGO BY ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DATED
AUGUST 4, 1830 AND FILED FOR RECORD MAY 29, 1837 AND RECORDED JULY 6, 1837 IN
BOOK H OF MAPS, PAGE 298 AS DOCUMENT 5060 IN COOK COUNTY, ILLINOIS.
A-1
97
EXHIBIT B TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
PLAN OF PREMISES
----------------
Exhibit B-1: Floor 25
Exhibit B-2: Floor 26
Exhibit B-3: Floor 27
Exhibit B-4: Floor 28
Exhibit B-5: Floor 29
Exhibit B-6: Floor 30
Exhibit B-7: Floor 31
Exhibit B-8: Floor 32
Exhibit B-9: Floor 33
Exhibit B-10: Floor 34
Exhibit B-11: Floor 35
Exhibit B-12: Floor 36
Exhibit B-13: First Floor Common Areas Not Available To Tenant
Exhibit B-14: Rentable S.F. of Building
Exhibit B-15: Parking Spaces
Exhibit B-16: Mezzanine Storage Space
Exhibit B-17: Parts 1, 2, and 3
B-0
98
EXHIBIT B-1 TO THE OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
FLOOR 25
---------
[EXHIBIT OMITTED]
B-1
99
EXHIBIT B-2 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
FLOOR 26
---------
[EXHIBIT OMITTED]
B-2
100
EXHIBIT B-3 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
FLOOR 27
---------
[EXHIBIT OMITTED]
B-3
101
EXHIBIT B-4 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
------------------
FLOOR 28
---------
[EXHIBIT OMITTED]
B-4
102
EXHIBIT B-5 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
FLOOR 29
---------
[EXHIBIT OMITTED]
B-5
103
EXHIBIT B-6 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
FLOOR 30
---------
[EXHIBIT OMITTED]
B-6
104
EXHIBIT B-7 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
FLOOR 31
---------
[EXHIBIT OMITTED]
B-7
105
EXHIBIT B-8 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
FLOOR 32
---------
[EXHIBIT OMITTED]
B-8
106
EXHIBIT B-9 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
FLOOR 33
---------
[EXHIBIT OMITTED]
B-9
107
EXHIBIT B-10 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
------------------
FLOOR 34
---------
[EXHIBIT OMITTED]
B-10
108
EXHIBIT B-11 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
------------------
FLOOR 35
---------
[EXHIBIT OMITTED]
B-11
109
EXHIBIT B-12 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
------------------
FLOOR 36
---------
[EXHIBIT OMITTED]
B-12
110
EXHIBIT B-13 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
------------------
FIRST FLOOR COMMON AREAS NOT
AVAILABLE FOR USE BY TENANT
---------------------------
[EXHIBIT OMITTED]
111
EXHIBIT B-14 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
RENTABLE AREA
-------------
Floor Rentable Square Feet
----- --------------------
36 22,095
35 22,114
34 22,114
33 22,114
32 22,114
31 22,114
30 22,114
29 22,114
28 22,114
27 22,114
26 20,637
25 21,118
24 13,660
23 13,036
22 21,584
21 21,600
20 21,600
19 21,600
18 21,584
17 21,600
16 21,338
15 21,071
14 21,090
Total Rentable
Square Feet
In Tower 482,639
Rentable Square Feet
On Floors 8 thru 13 266,312*
-------
Total Office
Rentable Square Feet
In Building 748,951
First Floor Retail 9,555
-----
Total Rentable
Square Feet
Including Retail 758,506
* Includes 500 rentable square feet on the 37th floor and 576 rentable
square feet on the 15th floor rented by Illinois Bell as mechanical
space.
B-14
112
EXHIBIT B-15 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
PARKING SPACES
--------------
[EXHIBIT OMITTED]
B-15
113
EXHIBIT B-16 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
------------------
MEZZANINE STORAGE SPACE
-----------------------
[EXHIBIT OMITTED]
B-16
114
EXHIBIT B-17 TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
PARTS 1, 2, AND 3
-----------------
Part 1 of the Lease consists of 200,000 square feet of Rentable Area with
199,007 square feet of Rentable Area on floors 28 through 36 and 993 square feet
of Rentable Area on floor 27, located as indicated on Exhibit B-3.
Part 2 of the Lease consists of 30,000 square feet of Rentable Area with 21,121
square feet of Rentable Area on floor 27, located as indicated on Exhibit B-3,
and 8,879 square feet of Rentable Area on floor 26, located as indicated on
Exhibit B-2.
Part 3 of the Lease consists of 32,876 square feet of Rentable Area with 11,758
square feet of Rentable Area on floor 26, located as indicated on Exhibit B-2,
and 21,118 square feet of Rentable Area on floor 25, located as indicated on
Exhibit B-1.
B-17
115
EXHIBIT C TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
PLANS AND SPECIFICATIONS
------------------------
Plans and Specifications for 100 N. Riverside prepared by ▇▇▇▇▇▇▇ & ▇▇▇▇.
DRAWING
NUMBER DESCRIPTION DATE
------ ----------- ----
Cover Sheet 05-02-88
A1-1 Index of Drawings 05-02-88
C1-A Site Utilities Plan 05-02-88
A1-2 Symbols, General Notes 05-02-88
A1-3 Plat of Survey 05-02-88
A1-4 Site Grading & Layout Plan - North 05-02-88
A1-5 Site Grading & Layout Plan - South 05-02-88
A2-1 Park Wall Plan & Elevation - North 05-02-88
A2-2 Park Wall Plan & Elevation - South 05-02-88
A2-3 Plenum Plan - North 05-02-88
A2-4 Plenum Plan - South 05-02-88
A2-5 Partial Level 1 Floor Plan - North 05-02-88
A2-6 Partial Level 1 Floor Plan - South 05-02-88
A2-7 Partial Mezzanine Floor Plan - North 05-02-88
A2-8 Partial Mezzanine Floor Plan - South 05-02-88
A2-9 Partial Ramp Plan 05-02-88
A2-10 Partial Level 3 Floor Plan - North 05-02-88
A2-11 Partial Level 3 Floor Plan - South 05-02-88
A2-12 Partial Level 4 Floor Plan - North 05-02-88
A2-13 Partial Level 4 Floor Plan - South 05-02-88
A2-14 Partial Level 5 Floor Plan - North 05-02-88
A2-15 Partial Level 5 Floor Plan - South 05-02-88
A2-16 Partial Level 6 Floor Plan - North 05-02-88
A2-17 Partial Level 6 Floor Plan - South 05-02-88
A2-18 Partial Level 8 Floor Plan - North 05-02-88
A2-19 Partial Level 8 Floor Plan - South 05-02-88
A2-20 Partial Level 9 & 11 Floor Plan - North 05-02-88
A2-21 Partial Level 9 & 11 Floor Plan - South 05-02-88
A2-22 Partial Level 10 & 12 Floor Plan - North 05-02-88
A2-23 Partial Level 10 & 12 Floor Plan - South 05-02-88
A2-24 Partial Level 13 Floor Plan - North 05-02-88
A2-25 Partial Level 13 Floor Plan - South 05-02-88
A2-26 Level 14 & Roof Plan - North 05-02-88
A2-27 Level 14 & Roof Plan - South 05-02-88
A2-28 Level 15 Floor Plan 05-02-88
A2-29 Level 16 Floor Plan 05-02-88
A2-30 Level 17 -22 Floor Plan 05-02-88
A2-31 Level 23 Floor Plan 05-02-88
A2-32 Level 24 Floor Plan 05-02-88
A2-33 Level 25 Floor Plan 05-02-88
A2-34 Level 26 Floor Plan 05-02-88
A2-35 Level 27 - 35 Floor Plan 05-02-88
A2-36 Level 36 Floor Plan 05-02-88
A2-37 Level 37 and Roof Plan 05-02-88
A2-38 Elevator Machine Room Plan 05-02-88
A2-39 Roof Plans 05-02-88
A2-40 Level 1 Core Plans 05-02-88
A2-41 Mezzanine Core Plan 05-02-88
A2-42 Level 3 Core Plan 05-02-88
A2-43 Level 4 Core Plan 05-02-88
A2-44 Level 5 Core Plan 05-02-88
C-1
116
A2-45 Level 6 Core Plan 05-02-88
A2-46 Level 8 Core Plan 05-02-88
A2-47 Level 9 & 11 Core Plan 05-02-88
A2-48 Level 10 & 12 Core Plan 05-02-88
A2-49 Level 13 Core Plan 05-02-88
A2-50 Level 14 Core Plan 05-02-88
A2-51 Level 15 Core Plan 05-02-88
A2-52 Level 16 Core Plan 05-02-88
A2-53 Level 17 - 22 Core Plan 05-02-88
A2-54 Level 23 Core Plan 05-02-88
A2-55 Level 24 Core Plan 05-02-88
A2-56 Level 25 Core Plan 05-02-88
A2-57 Level 26 Core Plan 05-02-88
A2-58 Level 27 - 35 Core Plan 05-02-88
A2-59 Level 36 Core Plan 05-02-88
A2-60 South Core Plan Level 1 thru 7 05-02-88
A2-61 South Core Plans Level 8 thru 13 05-02-88
A3-1 East Elevation 05-02-88
A3-2 North and South Elevation 05-02-88
A3-3 West Elevation 05-02-88
A3-4 Longitudinal Building Section 05-02-88
A3-5 Transverse Building Section 05-02-88
A3-6 Partial Longitudinal Building Section - East 05-02-88
A3-8 Partial Elevations 05-02-88
A3-9 Partial Elevations 05-02-88
A3-10 Partial Elevations 05-02-88
A3-11 Partial Elevations 05-02-88
A3-12 Partial Elevations 05-02-88
A3-13 Partial Elevations 05-02-88
A3-14 Partial Elevations 05-02-88
A3-15 Partial Elevations 05-02-88
A3-16 Partial Elevations 05-02-88
A3-17 Partial Elevations 05-02-88
A3-18 Partial Elevations 05-02-88
A3-19 Partial Elevations 05-02-88
A3-20 Partial Elevations 05-02-88
A3-22 Partial Section at Base 05-02-88
A3-23 Partial Section at Base 05-02-88
A3-24 Partial Section at Base 05-02-88
A3-25 Partial Section at Base 05-02-88
A3-26 Partial Section at Base 05-02-88
A3-27 Partial Section at Base 05-02-88
A3-28 Partial Section at Base 05-02-88
A3-29 Partial Section at Base 05-02-88
A3-30 Partial Section at Base 05-02-88
A3-31 Partial Section at Base 05-02-88
A3-32 Partial Section at Base 05-02-88
A3-33 Partial Section at Top Level 14 05-02-88
A3-34 Partial Section at Top Level 14 05-02-88
A3-35 Partial Section at Top 05-02-88
A3-36 Partial Section at Top 05-02-88
A3-37 Partial Section at Top 05-02-88
A3-38 Partial Core Section at Level 23 - 27 05-02-88
A3-39 Partial Section Mechanical Floor 05-02-88
A4-1 Exterior Wall Partial Plans 05-02-88
A4-2 Exterior Wall Partial Plans 05-02-88
A4-3 Exterior Wall Partial Plans 05-02-88
A4-4 Exterior Wall Partial Plans 05-02-88
A4-5 Exterior Wall Sections 05-02-88
A4-6 Exterior Wall Sections 05-02-88
A4-7 Wall Section at Upper Building 05-02-88
A4-9 Typical Curtain Wall Details 05-02-88
A4-10 Typical Curtain Wall Details 05-02-88
A4-11 Typical Storefront Details 05-02-88
C-2
117
A4-12 Typical Storefront Details 05-02-88
A4-13 Typical Storefront Details 05-02-88
A4-14 Typical Storefront Details 05-02-88
A4-17 Platform Edge Details 05-02-88
A4-18 Misc. Ext. Details 05-02-88
A4-19 Truck Dock, Ramp and Garage Details 05-02-88
A4-20 Truck Dock, Ramp and Garage Details 05-02-88
A4-21 Plaza Details 05-02-88
A4-22 Plaza Details 05-02-88
A4-23 Roof Details 05-02-88
A4-24 Partial Plans at Clock Tower 05-02-88
A4-25 Cooling Tower Enclosure Details 05-02-88
A5-1 Stair No. 1 Section and Stair Details 05-02-88
A5-2 Stair No. 2 Section 05-02-88
A5-3 Stair No. 3/Elev. No. Section 05-02-88
A5-4 Misc. Stair Sections & Details 05-02-88
A5-5 Elevator Section 05-02-88
A5-6 Elevator Section 05-02-88
A5-7 Elevator Section 05-02-88
A5-8 Elevator Section 05-02-88
A5-9 Elevator Entrances Details 05-02-88
A5-10 Plenum Sections 05-02-88
A5-11 Plenum Sections 05-02-88
A5-13 Escalator Plan, Section & Details 05-02-88
A5-24 Typical Floor Core Wall Elevations 05-02-88
A5-26 Toilet Elevation & Tiling Details 05-02-88
A6-1 Partition Types 05-02-88
A6-2 Partition Details 05-02-88
A6-3 Partition Details 05-02-88
A6-4 Partition Details 05-02-88
A6-5 Door Schedule and Details 05-02-88
A6-6 Parking Layout and Signage Schedule 05-02-88
A7-1 Track Level Refl. Ceiling Plan 05-02-88
A7-2 Track Level Refl. Ceiling Plan 05-02-88
A7-8 Refl. Ceiling Plan, Toilet Rooms 8 - 36 05-02-88
A7-10 Plenum Ceiling Details 05-02-88
S2-1 Caisson Plan - North 05-02-88
S2-2 Caisson Plan - South 05-02-88
S2-3 Level 1 Framing Plan - North 05-02-88
S2-4 Level 1 Framing Plan - South 05-02-88
S2-5 Mezzanine Level Framing Plan - North 05-02-88
S2-6 Mezzanine Level Framing Plan - South 05-02-88
S2-7 Level 3 Framing Plan - North 05-02-88
S2-8 Level 3 Framing Plan - South 05-02-88
S2-9 Levels 4 - 5 Framing Plan - North 05-02-88
S2-10 Levels 4 - 5 Framing Plan - South 05-02-88
S2-11 Level 6 Framing Plan - North 05-02-88
S2-12 Level 6 Framing Plan - South 05-02-88
S2-13 Level 8 Framing Plan - North 05-02-88
S2-14 Level 8 Framing Plan - South 05-02-88
S2-15 Level 9 Framing Plan - North 05-02-88
S2-16 Level 9 Framing Plan - South 05-02-88
S2-17 Level 10 - 12 Framing Plan - North 05-02-88
S2-18 Level 10 - 12 Framing Plan - South 05-02-88
S2-19 Level 13 Framing Plan - North 05-02-88
S2-20 Level 13 Framing Plan - South 05-02-88
S2-21 Level 14 Framing Plan - North 05-02-88
S2-22 Level 14 Framing Plan - South 05-02-88
S2-22A Level 14 Roof Truss Framing Plan - South 05-02-88
S2-23 Level 15 - 23 Framing Plan 05-02-88
S2-24 Level 24 Framing Plan 05-02-88
S2-25 Level 25 Framing Plan 05-02-88
S2-26 Level 26 Framing Plan 05-02-88
S2-27 Level 27 - 34 Framing Plan 05-02-88
C-3
118
S2-28 Level 35 Framing Plan 05-02-88
S2-29 Level 36 Framing Plan 05-02-88
S2-30 Level 37 Framing Plan 05-02-88
S2-31 Level 38 Framing Plan 05-02-88
S2-32 Clock Tower Framing Plans & Details 05-02-88
S3-1 Sections & Details 05-02-88
S3-2 Sections & Details 05-02-88
S3-3 Sections & Details 05-02-88
S3-4 Sections & Details 05-02-88
S3-5 Sections & Details 05-02-88
S3-6 Lowrise Truss Details 05-02-88
S3-7 Lowrise Truss Details 05-02-88
S3-8 Lowrise Truss Details 05-02-88
S3-9 Transfer Truss Details 05-02-88
S3-10 Transfer Trusts Details 05-02-88
S3-11 Moment Connection Details 05-02-88
S3-12 Sections and Details 05-02-88
S3-13 Transfer Girder Bracing Details 05-02-88
S3-14 Section and Details 05-02-88
S3-15 Elevations and Details 05-02-88
S3-16 Transfer Girder Details 05-02-88
S3-17 Sections & Details 05-02-88
S4-1 Beam Schedule and Details 05-02-88
S4-2 Column Schedule and Details 05-02-88
M1.0 Mechanical Symbols and Drawing List 05-02-88
M1.1 Mechanical Equipment Schedule 05-02-88
M1.3 Mechanical Air Riser Diagram 05-02-88
M1.4 Mechanical Water Flow Diagram 05-02-88
M1.5 Sections 05-02-88
M2.PL.1 Platform Plan - North 05-02-88
M2.PL.2 Platform Plan - South 05-02-88
M2.1.1 Partial Level 1 Floor Plan - North 05-02-88
M2.1.2 Partial Level 1 Floor Plan - South 05-02-88
M2.2.1 Partial Mezzanine Floor Plan - North 05-02-88
M2.2.2 Partial Mezzanine Floor Plan - South 05-02-88
M2.3.1 Partial Level 3rd Floor Plan - North 05-02-88
M2.3.2 Partial Level 3rd Floor Plan - South 05-02-88
M2.4.5.6.1 Partial Level 4, 5, & 6 Floor Plan - North 05-02-88
M2.4.5.6.2 Partial Level 4, 5, & 6 Floor Plan - South 05-02-88
M2.8.1 Partial Level 8th Fl. Plan - North 05-02-88
M2.9 & 11.1 Partial Level 9th & 11th Fl. Plan - North 05-02-88
M2.10 & 12.1 Partial Level 10th & 12th Fl. Plan - North 05-02-88
M2.8-12.2 Partial Level 8th Thru 12th Fl. Plan - South 05-02-88
M2.13.1 Partial Level 13th Floor - North 05-02-88
M2.13.2 Partial Level 13th Floor - South 05-02-88
M2.14 Partial Level 14th Floor Plan 05-02-88
M2.15 15th Floor Plan 05-02-88
M2.16 16th Floor Plan 05-02-88
M2.17-22 17th Thru 22nd Floor Plan 05-02-88
M2.23 23rd Floor Plan 05-02-88
M2.24 24th Floor Plan 05-02-88
M2.25 25th Floor Plan 05-02-88
M2.26 26th Floor Plan 05-02-88
M2.27-35 27th Thru 35th Floor Plan 05-02-88
M2.36 36th Floor Plan 05-02-88
M2.37 Penthouse Floor Plan 05-02-88
M3.1 Mechanical Details 05-02-88
PFP1.1 Riser Diagrams Plumbing 05-02-88
PFP1.2 Riser Diagrams 05-02-88
PFP1.3 Riser Diagrams 05-02-88
PFP1.4 Riser Diagrams 05-02-88
PFP1.5 Riser Diagrams 05-02-88
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PFP1.6 Riser Diagrams 05-02-88
PFP1.7 Riser Diagrams 05-02-88
PFP2.PL.1 Plenum Plan North 05-02-88
PFP2.PL.2 Plenum Plan South 05-02-88
PFP2.1.1 Partial Level 1 Floor Plan N 05-02-88
PFP2.1.2 Partial Level 1 Floor Plan S 05-02-88
PFP2.1.3 Partial Level 1 Floor Plan N 05-02-88
PFP2.1.4 Partial Level 1 Floor Plan S 05-02-88
PFP2.2.1 Partial Mezzanine Floor Plan N 05-02-88
PFP2.2.2 Partial Mezzanine Floor Plan S 05-02-88
PFP2.2.3 Partial Mezzanine Floor Plan 05-02-88
PFP2.2.4 Partial Mezzanine Floor Plan 05-02-88
PFP2.3.1 Partial Level 3 Floor Plan N 05-02-88
PFP2.3.2 Partial Level 3 Floor Plan S 05-02-88
PFP2.4.1 Partial Level 4 Floor Plan N 05-02-88
PFP2.4.2 Partial Level 4 Floor Plan S 05-02-88
PFP2.5.1 Partial Level 5 Floor Plan N 05-02-88
PFP2.5.2 Partial Level 5 Floor Plan S 05-02-88
PFP2.6.1 Partial Level 6 Floor Plan N 05-02-88
PFP2.6.2 Partial Level 6 Floor Plan N 05-02-88
PFP2.8-12.1 Partial Level 8 Floor Plan N 05-02-88
Typical For Levels 8 thru 12 05-02-88
PFP2.8-12.2 Partial Level 8 Floor Plan S 05-02-88
Typical For Levels 8 thru 12 05-02-88
PFP2.13.1 Partial Level 13 Floor Plan N 05-02-88
PFP2.13.2 Partial Level 13 Floor Plan S 05-02-88
PFP2.14.1 Partial Level 14 Floor Plan N 05-02-88
PFP2.14.2 Partial Level 14 Floor Plan S 05-02-88
PFP2.15 Level 15 Floor Plan 05-02-88
PFP2.16 Level 16 Floor Plan 05-02-88
PFP2.17-22 Level 17 Thru 22 Floor Plan 05-02-88
PFP2.23 Level 23 Floor Plan 05-02-88
PFP2.24 Level 24 Floor Plan 05-02-88
PFP2.25 Level 25 Floor Plan 05-02-88
PFP2.26 Level 26 Floor Plan 05-02-88
PFP2.27-35 Level 27-35 Floor Plan 05-02-88
PFP2.36 Level 36 Floor Plan 05-02-88
PFP2.37 Level 37 Floor Plan 05-02-88
PFP2.38 Roof Plans 05-02-88
PFP3.1 Symbols & Details 05-02-88
E1.0 Electrical Symbols and Drawing List 05-02-88
E1.1 Electrical Riser Diagram 05-02-88
E1.2 Switchboard Diagrams 05-02-88
E1.3 Panel Schedules 05-02-88
E1.4 Equipment Schedules 05-02-88
E1.5 Telephone & Fire Alarm Riser Diagram 05-02-88
E1.6 Lighting Fixture Schedule 05-02-88
E1.7 Misc. Details 05-02-88
E2.PL.1 Plenum Plan North 05-02-88
E2.PL.2 Plenum Plan South 05-02-88
E2.1.1 1st Floor Plan North 05-02-88
E2.1.2 1st Floor Plan South 05-02-88
E2.2.1 2nd Floor Plan North 05-02-88
E2.2.2 2nd Floor Plan South 05-02-88
E2.2.3 Partial Ramp Plan 05-02-88
E2.3.1 3rd Floor Plan North 05-02-88
E2.3.2 3rd Floor Plan South 05-02-88
E2.4-6.1 4th Thru 6th Floor Plan North 05-02-88
E2.4-6.2 4th Thru 6th Floor Plan South 05-02-88
E2.8-13.1 8th Thru 13th Floor Plan North 05-02-88
E2.8-13.2 8th Thru 13th Floor Plan South 05-02-88
E2.14-1 14th Thru 23rd Floor Plans North 05-02-88
E2.14-2 14th Thru 23rd Floor Plans South 05-02-88
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E2.15 15th Floor Plan 05-02-88
E2.16 16th Floor Plan 05-02-88
E2.17-22 17th Thru 22nd Floor Plan 05-02-88
E2.23 23rd Floor Plan 05-02-88
E2.24 24th Floor Plan 05-02-88
E2.25 25th Floor Plan 05-02-88
E2.26 26th Floor Plan 05-02-88
E2.27-35 27th Thru 35th Floor Plans 05-02-88
E2.36 36th Floor Plan 05-02-88
E2.37 Penthouse Floor Plan 05-02-88
E2.38 Roof Plan 05-02-88
SPECIFICATION
NUMBER DESCRIPTION DATE
------ ----------- ----
DIVISION 1 - GENERAL REQUIREMENTS
---------------------------------
01010 Summary of Work 03-18-88
01020 Allowances 03-18-88
01030 Field Engineering 03-18-88
01070 Cutting and Patching 03-18-88
01200 Project Meetings 03-18-88
01310 Construction Schedules 03-18-88
01340 Shop Drawings, Product Data and Samples 03-18-88
01380 Photographs 03-18-88
01410 Testing Laboratory Services 03-18-88
01500 Temporary Facilities and Controls 03-18-88
01510 Temporary Utilities 03-18-88
01640 Substitutions and Product Options 03-18-88
01700 Contract Closeout 03-18-88
01710 Cleaning 03-18-88
01720 Record Documents 03-18-88
01730 Operating and Maintenance Data 03-18-88
01740 Warranties and Bonds 03-18-88
DIVISION 2 - SITEWORK
---------------------
02070 Selective Demolition 03-18-88
02110 Site Clearing 03-18-88
DIVISION 3 - CONCRETE
---------------------
03310 Concrete Work 03-18-88
03450 Architectural Precast Concrete 03-18-88
DIVISION 4 - MASONRY
--------------------
04200 Unit Masonry 03-18-88
DIVISION 5 - METALS
-------------------
05120 Structural Steel 03-18-88
05300 Metal Decking 03-18-88
05500 Metal Fabrications 03-18-88
05700 Ornamental Metalwork 03-18-88
DIVISION 6 - WOOD AND PLASTICS
------------------------------
06100 Rough Carpentry 03-18-88
06400 Architectural Woodwork 03-18-88
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DIVISION 7 - THERMAL AND MOISTURE PROTECTION
-------------------------------------------
07120 Fluid Applied Waterproofing 03-18-88
07200 Insulation 03-18-88
07250 Sprayed-on Fireproofing 03-18-88
07410 Preformed Metal Siding 03-18-88
07530 Flexible Sheet Roofing System 03-18-88
07570 Traffic Topping 03-18-88
07600 Flashing and Sheet Metal 03-18-88
07800 Roof Accessories 03-18-88
07900 Joint Sealers 03-18-88
DIVISION 8 - DOORS AND WINDOWS AND GLASS
----------------------------------------
08114 Custom Hollow Metal Work 03-18-88
08210 Wood Doors 03-18-88
08305 Access Doors 03-18-88
08330 Overhead Coiling Doors 03-18-88
08410 Aluminum Entrances and Storefronts 03-18-88
08470 Revolving Doors 03-18-88
08700 Builders Hardware 03-18-88
08720 Door Operators 03-18-88
08800 Glass and Glazing 03-18-88
08900 Curtain Wall 03-18-88
DIVISION 9 - FINISHES
---------------------
09200 Lath and Plaster 03-18-88
09250 Gypsum Drywall 03-18-88
09270 Drywall Shaft Systems 03-18-88
09300 Tile 03-18-88
09510 Acoustical Ceilings 03-18-88
09600 Interior Stonework 03-18-88
09650 Resilient Flooring 03-18-88
09760 Fluid Applied Waterproofing Flooring 03-18-88
09900 Painting 03-18-88
DIVISION 10 - SPECIALTIES
-------------------------
10160 Toilet Partitions 03-18-88
10200 Louvers and Vents 03-18-88
10410 Directories and Lobby Specialties 03-18-88
10440 Specialty Signs 03-18-88
10550 Postal Specialties 03-18-88
10750 Telephone Enclosure 03-18-88
10800 Toilet and Bath Accessories 03-18-88
10830 Mirror Units 03-18-88
DIVISION 11 - EQUIPMENT
-----------------------
11070 Tower Clocks 03-18-88
11160 Loading Dock Equipment 03-18-88
DIVISION 12 - FURNISHINGS
-------------------------
12670 Entrance Mats 03-18-88
DIVISION 14 - CONVEYING SYSTEMS
-------------------------------
14200 Elevators and Escalators 03-18-88
Vertical Transportation Maintenance
Agreement 03-18-88
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DIVISION 15 - MECHANICAL
------------------------
15010 Basic Mechanical Requirements 03-18-88
15020 Shop Drawings, Product Data & Samples 03-18-88
15060 Pipe & Fittings 03-18-88
15100 Valves 03-18-88
15120 Piping Specialties 03-18-88
15140 Supports and Hangers 03-18-88
15160 Miscellaneous Equipment and Work 03-18-88
15170 Motors 03-18-88
15190 Mechanical Identification 03-18-88
15240 Mechanical Sound and Vibration Control 03-18-88
15250 Mechanical Insulation 03-18-88
15300 Fire Protection 03-18-88
15360 Carbon Dioxide Extinguishing System 03-18-88
15365 Halogen Agent Extinguishing System 03-18-88
15370 Dry Chemical Extinguishing Systems 03-18-88
15410 Plumbing Piping 03-18-88
15420 Plumbing - Outside Utilities 03-18-88
15430 Plumbing Specialties 03-18-88
15440 Plumbing Fixtures 03-18-88
15450 Plumbing Equipment 03-18-88
15480 Special Systems 03-18-88
15490 Medical Gas Systems 03-18-88
15510 Hydronic Piping 03-18-88
15520 Steam and Steam Condensate Piping 03-18-88
15540 HVAC Pumps 03-18-88
15550 Heat Generation 03-18-88
15670 Refrigeration - Condensing Units 03-18-88
15680 Refrigeration Water Chillers 03-18-88
15710 Cooling Towers 03-18-88
15750 Heat Transfer 03-18-88
15780 Packaged Air Conditioners 03-18-88
15850 Air Handling 03-18-88
15885 Air Filters 03-18-88
15890 Ductwork 03-18-88
15910 Ductwork Accessories 03-18-88
15930 Air Terminals 03-18-88
15950 Temperature Controls 03-18-88
15990 Testing, Balancing, and Adjusting 03-18-88
DIVISION 16 - ELECTRICAL
------------------------
16010 General Provisions 03-18-88
16100 Basic Materials and Methods 03-18-88
16400 Service and Distribution 03-18-88
16450 Grounding 03-18-88
16500 Lighting 03-18-88
16610 Lighting 03-18-88
16620 Special Systems - Emergency Power
Supply Sys. 03-18-88
16700 Communication Systems
16723 High Rise Fire Alarm and Life
Safety System 03-18-88
16729 Access Control/Monitor System 03-18-88
16740 Telephone System 03-18-88
16760 Intercom System 03-18-88
16780 Closed Circuit Television System 03-18-88
16850 Electric Heating 03-18-88
The above specifications prepared by ▇▇▇▇▇▇▇ & Will Architects, Chicago,
Illinois.
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EXHIBIT D TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
WORK LETTER
-----------
1. Definitions. Terms which are defined in the Lease shall have the same
meanings when used in this Work Letter. In addition, the following terms shall
have the following meanings:
(a) "ADDITIONAL PLANS" means all plans and specifications (other
than System Plans) necessary to construct and complete any item of Extra Work
that is not shown on the Tenant Improvement Plans.
(b) "EXTRA WORK" means all work pursuant to this Work Letter that
is other than and in addition to ▇▇▇▇▇▇▇▇'s Work and all work that results from
a change in the Tenant Improvement Plans.
(c) "LANDLORD'S CONTRACTOR" means the contractor(s) hired by
Landlord to perform the work to be performed by Landlord under this Work Letter.
(d) "LANDLORD'S ESTIMATE" means, with respect to any Extra Work,
a written proposal which shall set forth the cost of Extra Work to be performed.
(e) "LANDLORD'S WORK" means the work to be performed by Landlord
in the Premises in accordance with the Tenant Improvement Plans.
(f) "NON-STANDARD ITEMS" means items not described in the Plans
and Specifications listed on Schedule 1 attached hereto or not designated by
Landlord as being standard in the Building on the building standard
specification delivered to Tenant.
(g) "SPACE PLANS" means plans, drawings, and specifications
showing the intended design, character, and finishes of the Premises, including
partition and door locations and security systems.
(h) "SYSTEM PLANS" means working drawings and specifications
consistent with the Working Plans for the mechanical, sprinkler, heating, air
conditioning, electrical, life/safety, telephone conduit and pullboxes and
plumbing systems in the Premises.
(i) "TENANT DELAY" shall have the meaning specified in Paragraph
4 below.
(j) "TENANT IMPROVEMENT PLANS" means the System Plans and the
Working Plans.
(k) "WORKING PLANS" means the final working plans and
specifications (other than the System Plans) for the work to be performed in the
Premises so as to make the Premises ready for occupancy by Tenant, which Working
Plans shall be based upon and consistent with the Space Plans approved by
Landlord, and shall contain sufficient detail and shall be otherwise suitable in
all
D-1
124
respects for submission to the Building Department of the City of Chicago to
obtain a building permit.
2. Preparation and Approval of Tenant Improvement Plans.
(a) Tenant has previously submitted to Landlord and Landlord has
approved the Space Plans identified on Schedule 1. ▇▇▇▇▇▇▇▇ has on the date
hereof provided Tenant with a written notice as to any materials indicated on
the Space Plans which Landlord reasonably believes should be ordered prior to
the date for delivery of the Working Plans ("SPECIAL MATERIALS") and Landlord's
anticipated order date for any such Special Materials. Between the date hereof
and sixty (60) days prior to the date on which Tenant is required to deliver the
Working Plans to Landlord as provided in Paragraph 2(b) below for such portion
of the Premises, Tenant may from time to time revise the Space Plans for such
portions of the Premises in a fashion consistent with the scope, nature and
quality of the Space Plans and shall deliver such revised Space Plans to
Landlord. Within thirty (30) days after Landlord has received such revised Space
Plans, Landlord shall notify Tenant of Landlord's approval or disapproval
thereof, and in the event of disapproval Landlord shall specify the reasons for
such disapproval, which disapproval shall be based only upon Landlord's
reasonable judgment that such revised Space Plans are inconsistent with the
scope, nature and quality of the Space Plans or involve in the aggregate
components, equipment or improvements which are not substantially comparable to
those specified in the original Space Plans. Failure of Landlord to respond
within such thirty (30) day period shall be deemed to constitute Landlord's
acceptance of such revised Space Plans. Landlord shall also identify any new
Special Materials that are first indicated on any revised Space Plans and shall
indicate the order date that Landlord anticipates will be required for such new
Special Materials and the extent of any reasonably anticipated Tenant Delay
which would result from the use of such new Special Materials. Landlord shall
also provide Tenant with ▇▇▇▇▇▇▇▇'s best estimate of the anticipated cost of
changing any Special Materials after they have been ordered and proceeding with
the revised Space Plans even though Landlord has properly disapproved them as
provided for above. Such estimates shall be considered ▇▇▇▇▇▇▇▇'s "SPACE PLAN
SUBMISSIONS." Tenant may within fifteen (15) days after Landlord properly
notifies Tenant of disapproval thereof elect to (1) cause such revised Space
Plans to be further revised and resubmitted to Landlord for Landlord's review
and approval, or (2) notify Landlord to proceed based upon the revised Space
Plans as submitted, in which case the revisions that Landlord has disapproved
shall after Tenant's acceptance of Landlord's Space Plan Submissions (or to the
extent determined by the decision of the arbitrator as hereinafter described)
constitute Extra Work. ▇▇▇▇▇▇▇▇'s Architect and ▇▇▇▇▇▇'s Space Planner shall
attempt to resolve any disputes that may arise regarding any requested revisions
to the Space Plans. If they are unable to resolve such dispute, within ten (10)
days of a written request from either party, either party may submit any
unresolved questions to arbitration pursuant to Paragraph 33 of the Lease.
If Tenant elects to change any Special Materials after the anticipated
order date and after Landlord has actually placed an order for such Special
Materials, Tenant shall bear any cancellation costs suffered by Landlord in
connection with any such change of Special Materials, or in the event Landlord
is unable to cancel such order after using all reasonable efforts, Tenant
D-2
125
shall pay to Landlord the actual cost of such Special Materials, minus the
reasonable salvage value of such Special Materials.
(b) Tenant hereby agrees to cause to be prepared by ▇▇▇▇▇▇'s
Space Planner and will submit to Landlord for Landlord's review and approval,
the Working Plans on or before those dates listed on Schedule 2 for the areas of
the Premises listed.
(c) Within thirty (30) days after Landlord has received the
Working Plans, Landlord shall notify Tenant of Landlord's approval or
disapproval thereof, and in the event of disapproval Landlord shall specify the
reasons for such disapproval, which disapproval shall be based only upon factors
relating to the structural integrity of the Building, Building utility or
mechanical systems, unavailability of materials not shown in the Space Plans or
applicable laws or the fact that the Working Plans are not based upon or
consistent with the Space Plans or require Non-Standard Items. Failure of
Landlord to respond within such thirty (30) day period shall be deemed to
constitute Landlord's acceptance of such Working Plans. If Landlord has properly
refused to approve the Working Plans, Tenant may elect to (1) cause the Working
Plans to be revised and resubmitted to Landlord for Landlord's review and
approval, or (2) notify Landlord to proceed with Working Plans as submitted, in
which case the portions of the Working Plans that Landlord has disapproved shall
after Tenant's acceptance of Landlord's Extra Work Submissions (as defined in
Paragraph 3(c) below) constitute Extra Work.
(d) Landlord shall cause the System Plans to be prepared and
completed in a timely fashion in coordination with the Working Plans.
(e) Neither review nor approval by Landlord of the Working Plans,
or any Additional Plans shall constitute a representation or warranty by
Landlord that the portion of the Premises included in such plans are complete or
suitable for their intended purpose. Landlord shall exercise reasonable skill
and diligence in reviewing such plans and shall promptly notify Tenant of any
errors or inconsistencies in such plans that Landlord shall discover.
(f) Tenant shall be responsible to see that the Working Plans
comply with all applicable laws, ordinances, codes and regulations.
Notwithstanding the foregoing, Landlord shall be responsible to see that the
System Plans comply with all applicable laws, ordinances, codes and regulations.
Landlord shall secure at its expense all necessary building occupancy and other
permits, licenses, approvals and inspections for Landlord's Work. To the extent
reasonably required and as such assistance may relate to the Working Plans and
Additional Plans, ▇▇▇▇▇▇'s Space Planner shall assist Landlord in securing
necessary permits, licenses and approvals.
3. Performance of Landlord's Work.
(a) After approval of the Working Plans, Landlord shall cause
Landlord's Contractor to perform Landlord's Work and all Extra Work. All of
Landlord's Work shall be performed by Landlord's Contractor at Landlord's sole
cost and expense except as otherwise indicated on the Space Plans. All Extra
Work that Tenant requests Landlord to perform shall be performed by ▇▇▇▇▇▇▇▇'s
Contractor at ▇▇▇▇▇▇'s expense. Tenant shall not be required to pay any profit,
supervision, overhead, general conditions or other such fees to Landlord in
connection with
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126
Extra Work and Tenant shall be charged for Extra Work at Landlord's bona fide
out-of-pocket cost. Tenant shall be entitled to verify the costs of Extra Work
from Landlord's records and with the persons performing such Extra Work. All
work performed on the Premises by Landlord or Landlord's Contractor shall be
done in a first-class workmanlike manner using only specified grades of material
in accordance with the Tenant Improvement Plans, Additional Plans, and Extra
Work requests and in accordance with the requirements of this Work Letter.
Tenant and its consultants and agents including but not limited to Tenant's
Space Planner shall have the right to observe the construction and installation
of the Landlord's Work and any Extra Work from time to time as Tenant deems
appropriate, provided, however, that they shall not interfere with any such Work
and shall have only those rights regarding any such work as are specifically
provided herein.
(b) If Tenant requests the performance of Extra Work that is not
shown on the Tenant Improvement Plans and that requires the development of
Working Plans to enable it to be constructed, Tenant shall cause to be prepared
and delivered to Landlord for Landlord's review and approval Additional Plans
for such Extra Work. Tenant's notice to Landlord shall specify the period within
which Tenant desires Landlord to respond to such Additional Plans, which time
period shall be a reasonable time considering the scope of the Extra Work
proposed by such Additional Plans. If Landlord shall not object to such time
period or the plans submitted within such period, such Additional Plans shall be
deemed approved by Landlord. Landlord may not object to the time period if it
shall be thirty (30) days or more and shall specify in any objection to the time
period what date Landlord asserts is a reasonable date to respond to such plans.
In the event of disapproval of any such Additional Plans by Landlord, Landlord
shall specify the reasons for such disapproval, which disapproval shall be based
only upon factors relating to the structural integrity of the Building, Building
utility or mechanical systems, or applicable laws. Tenant shall cause such
Additional Plans, if objected to by Landlord, to be revised and resubmitted to
Landlord for Landlord's review and approval within fifteen (15) days after
Landlord properly notifies Tenant of disapproval thereof, with a notice that
such plans are deemed approved unless objected to within ten (10) days of
receipt by Landlord. In the event that Landlord fails to notify Tenant of
Landlord's approval or disapproval within said ten (10) day period, it shall be
deemed that Landlord has approved the Extra Work and that the Extra Work shall
not cause any Tenant Delay.
(c) If Landlord notifies Tenant that Landlord approves the Extra
Work and the Additional Plans for Extra Work (if any), or if it is deemed that
Landlord approves the Extra Work and the Additional Plans for Extra Work as set
forth above, Landlord shall deliver to Tenant within ten (10) days of such
approval (i) Landlord's Estimate, and (ii) a statement setting forth whether, in
Landlord's reasonable judgment, the performance of the requested Extra Work will
cause a Tenant Delay, and ▇▇▇▇▇▇▇▇'s opinion of the length of the Tenant Delay
(the foregoing items being together called "LANDLORD'S EXTRA WORK SUBMISSIONS").
Tenant shall have seven (7) days to give Landlord notice of ▇▇▇▇▇▇'s approval or
disapproval of ▇▇▇▇▇▇▇▇'s Extra Work Submissions. In the event Tenant disagrees
with Landlord's Extra Work Submissions within the above seven-day period, the
parties shall use all reasonable efforts to agree as to what is appropriate as
to Landlord's Estimate and as respects any anticipated delay. If agreement
cannot be reached within five (5) business days Tenant may (i) abandon such
Extra Work, (ii) agree to pro-
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127
ceed reserving the right to submit the issue of Tenant Delay to arbitration; or
(iii) proceed as set forth in the following paragraph.
Notwithstanding the foregoing, Tenant may, within the seven-day
period after the receipt of Landlord's Extra Work Submissions, give notice to
Landlord that Tenant elects to cause the Additional Plans to be revised so as to
reduce the cost of, or the Tenant Delay resulting from, the performance of the
Extra Work in question, in which event Tenant shall cause such revisions to be
made and Tenant shall cause the revised Additional Plans, if any, to be
submitted to Landlord for Landlord's approval in accordance with the provisions
of Paragraph 3(b) of this Work Letter.
(d) Landlord shall be responsible for preparing System Plans for
all Extra Work and for securing all permits, licenses, inspections and approvals
required in connection with any Extra Work. Tenant shall be responsible to see
that the Additional Plans (other than Systems Plans for Extra Work which shall
be Landlord's responsibility) comply with all applicable laws, ordinances, codes
and requirements. Landlord shall bill Tenant for Extra Work (including work
shown on the System Plans prepared for the Extra Work) at Landlord's cost, as
performed, not more often than monthly. All costs of Extra Work shall be paid
for by Tenant within thirty (30) days after receipt of Landlord's invoice
therefor. Tenant shall reimburse Landlord for the out-of-pocket costs of changes
to or new System Plans required as a result of Extra Work.
4. Tenant Delays. The number of days of delay in Substantial Completion
of the Premises arising, directly or indirectly, out of or on account of any of
the following events shall constitute "TENANT DELAYS":
(a) Tenant's failure to furnish Working Plans based upon or
consistent with the Space Plans on or before the applicable dates set forth in
Paragraph 2(a) hereof; or
(b) Tenant's failure to deliver, or revise and deliver, the
Working Plans or any of the Additional Plans required from Tenant after Landlord
has properly disapproved Working Plans or Additional Plans within the applicable
times specified in Paragraphs 2(b) or 3(b) (as applicable) hereof; or
(c) Any delay resulting from ▇▇▇▇▇▇'s revision of the Tenant
Improvement Plans or Additional Plans unless expressly provided to the contrary
herein or in any other agreement by Landlord; or
(d) The approval by Tenant of any estimate of ▇▇▇▇▇▇ ▇▇▇▇▇ made
by Landlord under Paragraph 2(a) and 3(c) above but only to the extent such
Extra Work causes a delay up to the amount of the estimate; or
(e) Any delay resulting from the performance in a timely fashion
consistent with the construction schedule of any work by ▇▇▇▇▇▇ or any person,
firm, or corporation employed by Tenant, or designated by Tenant pursuant to any
right granted to Tenant hereunder; or
(f) Any delay caused by ▇▇▇▇▇▇'s failure to provide in a timely
fashion clarification of any errors, inconsistency or omission in the Working
Drawings or Additional Plans or informa-
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tion regarding any errors, inconsistency or omission in the Working Plans or
Additional Plans, requested by Landlord in writing and reasonably required for
completion of construction; or
(g) Any delay caused by ▇▇▇▇▇▇'s failure to provide in a timely
fashion, but in no event less than five (5) business days after written notice
from Landlord, substitutions for materials which Landlord and Tenant agree are
not available; or
(h) Any delay caused by ▇▇▇▇▇▇'s failure to provide on or before
the dates identified in the construction schedule, after the date of delivery of
the Working Plans, those items to be supplied by Tenant which must be interfaced
with Landlord's Work; or
(i) Any delay caused by ▇▇▇▇▇▇'s failure to provide in a timely
fashion but in no event less than five (5) business days after written notice
from Landlord, any information directly related to Landlord's Work required by
this Lease or to do any other act required by this Lease directly related to
Landlord's Work.
Landlord shall promptly provide Tenant with written notice of any matters that
it claims could give rise to Tenant Delays and absent such notice within thirty
(30) days after Landlord knows or with the exercise of reasonable care should
have known of any right to claim ▇▇▇▇▇▇ ▇▇▇▇▇ for any such matter, such claim
shall be waived. In each and every case of Tenant Delay or claimed Tenant Delay,
Landlord shall be obligated to take reasonable measures to mitigate the extent
of delay caused by Tenant Delay or any costs associated with Tenant Delay. If
the parties cannot agree as to the extent of delay caused by Extra Work either
party may submit the issue of Tenant Delay to arbitration under Paragraph 33 of
the Lease.
5. Substitution. For purposes of this Work Letter, plans shall be
considered to be consistent with previously submitted plans if they shall
contain substantially comparable amounts or types of work of substantially
similar quality and design and with substantially similar components and
equipment. Reductions in overall quantities or quality of improvements,
components or equipment shall be permitted at the option of Tenant. As changes
to Landlord's Work shall be made which involve any such reductions Landlord and
Tenant shall agree upon the savings accomplished from such changes. To the
extent that ▇▇▇▇▇▇▇▇'s Work in the Premises as finally constructed shall on an
overall basis involve such reductions in costs with respect to any portion of
Landlord's Work which are not absorbed by increases in costs resulting from
Extra Work, Tenant shall be entitled to receive an increase in the Allowance
amount provided for under this Work Letter. Should Tenant and Landlord be unable
to agree upon the amount, if any, of such increased Allowance, the issue shall
be submitted to arbitration pursuant to Paragraph 33 of the Lease.
6. Tenant's Access to the Premises. Landlord shall permit Tenant and
▇▇▇▇▇▇'s agents and contractors that have been approved by Landlord to enter the
respective floors of the Premises prior to Substantial Completion of such floors
in order that Tenant may do work other than Landlord's Work as may be required
by Tenant to make the Premises ready for Tenant's use and occupancy thereof,
provided that Tenant shall fully perform and comply with each of the following
covenants, conditions and requirements:
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(a) If Tenant makes such entry prior to the Substantial
Completion date for any floor of the Premises, then ▇▇▇▇▇▇'s continued right to
such access is conditioned upon Tenant and Tenant's agents, contractors,
workmen, mechanics, suppliers and invitees, working in harmony and not
interfering with Landlord and Landlord's agents in doing Landlord's Work in said
Premises or work for other tenants and occupants of the Building; and if at any
time such entry shall in the reasonable judgment of Landlord cause or threaten
to cause interference, Landlord shall have the right to prohibit such access
upon twenty-four (24) hours written notice, until the cause of the interference
has been corrected.
(b) ▇▇▇▇▇▇ agrees that any such entry into the Premises shall be
deemed to be under all of the terms, covenants, conditions, and provisions of
the Lease except as to the covenant to pay Base Rent and Additional Rent. Tenant
shall require all entities performing work on behalf of Tenant to provide
protection for existing improvements to an extent that is reasonably
satisfactory to Landlord and from and after such date as Tenant takes possession
of the Premises or any portion thereof, Tenant shall allow Landlord access to
the Premises or such portion thereof, for inspection purposes. In the event any
entity performing work on behalf of Tenant or Tenant causes any damage to the
property of others, Tenant shall cause such damage to be repaired at Tenant's
expense and if Tenant fails to cause such damage to be repaired promptly upon
demand therefor, Landlord may in addition to any other rights or remedies
available under this Lease or at law or equity cause such damage to be repaired,
in which event Tenant shall promptly upon demand pay to the other party the cost
of such repairs.
(c) All contractors and subcontractors shall use only those
service corridors and service entrances reasonably designated by Landlord for
ingress and egress of personnel; and the delivery and removal of equipment and
material through or across any other common areas shall only be with the written
approval of Landlord which shall not be unreasonably withheld or delayed and
during hours reasonably determined by Landlord. Landlord shall have the right to
order Tenant or any contractor or subcontractor who violates the above
requirements to cease work and to remove it, its equipment, and its employees
from the Building;
(d) During the performance of any Tenant's work pursuant to this
Paragraph 6, Landlord shall provide trash removal service for an additional fee
equal to Landlord's out-of-pocket costs to provide such service. Tenant and
▇▇▇▇▇▇'s contractors shall accumulate their trash in containers supplied by
Landlord. Tenant shall cause each entity employed by it to perform work on the
Premises to abide by the provisions of this Work Letter as to the storage of
trash and shall require each such entity to use reasonable efforts to perform
its work in a way that dust or dirt is contained entirely within the Premises
and not within any other portion of the Building and shall cause ▇▇▇▇▇▇'s
general contractor to leave any affected part of the Premises broom clean at the
conclusion of the work; and
(e) ▇▇▇▇▇▇ agrees that all services and work performed on the
Premises by, on behalf of, or for the account of Tenant, other than Landlord's
Work and any other work performed by Landlord and Landlord's Contractor, shall
be done in accordance with the terms of the Lease including this Work Letter.
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7. Acceptance of Work. Landlord shall give Tenant or shall cause
Landlord's Architect to give Tenant ten (10) days prior written notice of the
date on which the work to be performed by Landlord hereunder on any full floor
portion of the Premises shall realize Substantial Completion, as provided in
Paragraph 3.B of the Lease. Tenant shall then have the obligation to conduct an
inspection of the Premises with Landlord or Landlord's representatives on the
date specified by Landlord or within two (2) business days thereafter and to
give Landlord, within seven (7) days from such inspection, a Punch List of all
items to be completed and/or corrected. If such inspection is not made by
Tenant, or as to any items not on such Punch List the Premises or portion
thereof in question shall be deemed accepted by Tenant, subject to latent
defects that shall remain as Landlord's obligation. Landlord shall promptly and
diligently correct any item on said Punch List within a reasonable period of
time after the Substantial Completion of the particular floor of the Premises in
question but not later than sixty (60) days after receipt of the Punch List for
the particular floor of the Premises in question, subject to Unavoidable Delay.
The agreed determination of Landlord and Tenant shall be final, conclusive, and
binding on the parties as to whether the Premises is Substantially Completed. If
they cannot reach agreement then such issue may be submitted to arbitration by
either party hereto, pursuant to Paragraph 33 of the Lease.
8. Miscellaneous.
(a) Landlord hereby appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby
appoints ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as their respective representatives in connection with
the matters set forth in this Work Letter and such persons shall have full
authority and responsibility to act on behalf of Landlord and ▇▇▇▇▇▇, as the
case may be, as required herein. Each party shall inform the other in writing of
any change in its representative.
(b) Except as expressly set forth herein and in the Lease and
Collateral Agreement, Landlord has no other agreement with Tenant and has no
other obligation to do any other work or pay any amounts with respect to the
Premises. Any other work in the Premises that may be permitted by Landlord
pursuant to the terms and conditions of the Lease shall be done at Tenant's sole
cost and expense and in accordance with the terms and conditions of this Work
Letter and the Lease.
(c) Except to the extent Tenant exercises its option to rent Part
4 under the Lease, this Work Letter shall not be deemed applicable to any
additional space added to the original Premises at any time or from time to
time, whether by any options under the Lease or otherwise, or to any portion of
the original Premises or any additions thereto in the event of a renewal or
extension of the initial term of the Lease, whether by any options under the
Lease or otherwise, unless expressly so provided in the Lease or any amendment
or supplement thereto.
(d) Except for matters that are being arbitrated pursuant to the
Lease, the failure by Tenant to pay any monies due Landlord pursuant to this
Work Letter within fifteen (15) business days after written notice of the time
period herein stated shall be deemed a default under the terms of the Lease for
which Landlord shall be entitled to exercise all remedies available to Landlord
for nonpayment of Base Rent, Additional Rent and any other sum required to be
paid by Tenant under the Lease. All
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late payments (and all refund rights of Tenant) shall bear interest pursuant to
Paragraph 28.B. of the Lease.
(e) This Work Letter is expressly made a part of the Lease and is
subject to each and every term and condition thereof, including without
limitation, the limitations of liability set forth therein.
(f) Tenant shall be solely responsible to determine at the site
all dimensions of the Premises and the Building that affect any work to be
performed by Tenant hereunder.
(g) To the fullest extent permitted by law, Landlord shall defend
and indemnify and hold harmless Tenant, Tenant's Space Planner, and their agents
and employees from and against all claims, damages, losses and expenses,
including but not limited to attorneys' fees, arising out of or resulting from
the performance of ▇▇▇▇▇▇▇▇'s Work, Extra Work, and any other work performed by
Landlord under this Work Letter, provided that any such claim, damage, loss or
expense (1) is attributable to bodily injury, sickness, disease or death, or to
injury to or destruction of tangible property (other than any Work itself)
including the loss of use resulting therefrom, and (2) is caused by any
negligent act or omission of Landlord, ▇▇▇▇▇▇▇▇'s Contractor, any
sub-contractor, anyone directly or indirectly employed by any of them or anyone
for whose acts any of them may be liable. In any and all claims against Tenant,
▇▇▇▇▇▇'s Space Planner, or their agents or employees by any employee of
Landlord, Landlord's Contractor, any sub-contractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be
liable, the foregoing indemnification shall not be limited in any way by any
limitation on the amount or type of damages, compensation or benefits payable by
or for Landlord, Landlord's Contractor or any sub-contractor under workers' or
▇▇▇▇▇▇▇'▇ compensation acts, disability benefits or other employee benefit acts.
(h) To the fullest extent permitted by Law, Tenant shall defend
and indemnify and hold harmless Landlord, Landlord's Architect, and their agents
and employees from and against all claims, damages, losses and expenses,
including but not limited to attorneys' fees, arising out of or resulting from
the performance of work by Tenant under Paragraph 6 of the Work Letter, provided
that any such claim, damage, loss or expense (1) is attributable to bodily
injury, sickness, disease or death, or to injury or to destruction of tangible
property (other than any Work itself) including the loss of use resulting
therefrom, and (2) is caused by any negligent act or omission of, Tenant,
▇▇▇▇▇▇'s contractor, any sub-contractor, anyone directly or indirectly employed
by any of them or anyone for whose acts any of them may be liable. In any and
all claims against Landlord, ▇▇▇▇▇▇▇▇'s Architect, or their agents or employees
by any employee of Tenant, ▇▇▇▇▇▇'s contractor, any sub-contractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, the foregoing indemnification shall not be limited in any
way by any limitation on the amount or type of damages, compensation or benefits
payable by or for Tenant, Tenant's contractor or any sub-contractor under
worker's or ▇▇▇▇▇▇▇'▇ compensation acts, disability benefits or other employee
benefit acts.
(i) Notwithstanding anything to the contrary provided herein or
in the Lease, Landlord, as soon as practicable shall furnish to Tenant and
Tenant's Space Planner in writing the
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names of the persons or entities, including ▇▇▇▇▇▇▇▇'s Contractor and any
subcontractors or suppliers proposed for the millwork for the executive floor,
included in Landlord's Work and for each of the principal portions of any Extra
Work, including any items of major equipment to be included in Extra Work.
Tenant may within ten (10) days after receipt of said writing (1) suggest
additional names of persons or entities proposed by Tenant for any principal
portion of any Extra Work and for the millwork included in Landlord's Work for
the executive floor or (2) reply to Landlord in writing whether or not Tenant or
Tenant's Space Planner, after due investigation, have reasonable objection to
any such proposed person or entity or supplier or equipment. Failure of Tenant
or Tenant's Space Planner to reply within such ten (10) day period shall
constitute notice of no reasonable objection. Landlord and Landlord's Contractor
shall not contract with any such proposed person or entity for the executive
floor millwork, any Extra Work or any equipment to whom Tenant or Tenant's Space
Planner have made reasonable objection. If Tenant or Tenant's Space Planner have
reasonable objection to any such proposed person, entity, supplier or equipment,
Landlord or Landlord's Contractor shall submit a substitute to whom Tenant or
Tenant's Space Planner have no reasonable objection. Each such proposed person
or entity for the millwork, any Extra Work or any equipment included in Extra
Work shall be originally selected by Landlord and Landlord's Contractor on the
basis of competitive pricing (unless waived by Tenant in writing after notice
from Landlord of a proposed price for such Extra Work), which competitive
pricing shall be furnished in writing to Tenant and subject to Tenant's
reasonable objection within ten (10) days from Tenant's receipt thereof;
provided, however, in the event that Tenant elects to waive competitive pricing
as the basis for final selection of the entity or person for the millwork for
the executive floor, Tenant shall pay the difference between the higher bid
chosen by Tenant and the most competitive bid on which ▇▇▇▇▇▇ has not delivered
notice of reasonable objection as provided above.
9. Allowance. At and after the date of the Lease, Landlord shall provide
Tenant with an allowance in the amount of Four Million One Hundred Ten Thousand
Dollars ($4,110,000) to be used by Tenant as Tenant shall in its discretion
determine in connection with its construction, fixturing, equipping and
occupancy of the Premises, limited to moving related expenses and fees and
expenses of Tenant's Space Planner as set forth in Paragraph 30.A. of the Lease
and the purchase and installation of those items described Schedule 3 to this
Work Letter (the "ALLOWANCE"). The Allowance shall be in addition to all of the
Landlord's Work to be performed by Landlord and all other sums due or
obligations of Landlord under the Lease or the Work Letter. At Tenant's sole
discretion (i) the Allowance shall be applied against the cost of any Extra
Work, upon delivery of invoices, contractor sworn statements and lien waivers or
(ii) the Allowance shall be paid out to Tenant from time to time within
forty-five (45) days of Tenant's notice requesting such payment; provided,
however, that upon written notice from Landlord to Tenant within ten (10) days
of Tenant's notice, Landlord may elect to defer payment of the Allowance to a
date not later than the anticipated date on which Landlord would be entitled to
payment of the Allowance from the Construction Loan for the Building. The
foregoing right to defer the payment of the allowance amount relating to the
telephone switch shall be on the condition that Landlord shall be responsible
for any price increases in such telephone switch unless prior to the expiration
of Tenant's forty-five day notice, Landlord shall deliver to Tenant an
unconditional irrevocable letter of credit, in an amount equal to the
cancellation charge which Tenant shall
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be required to pay to the vendor of the telephone switch if the order for such
telephone switch is cancelled by ▇▇▇▇▇▇ from a bank reasonably acceptable to
Tenant, and with an expiration date thirty (30) days after the anticipated
deferred payment date. Tenant shall be entitled to designate which items of such
equipment and installation shall be paid for with the Allowance in whole or in
part. To the extent that the Allowance is utilized along with funds provided by
Tenant to purchase equipment or items which are not leasehold improvements the
ownership rights to any such items shall be reasonably allocated between
Landlord and Tenant based on respective contributions; and the Landlord and
Tenant shall to the extent practicable attempt to avoid common ownership and
identify such specific items as being owned separately.
10. Conditions.
(a)(i) The Landlord in performing the Landlord's Work or any
Extra Work shall be subject to those Conditions set forth in Schedule 4 to this
Work Letter (the "Conditions"). Such Conditions shall govern and control
▇▇▇▇▇▇▇▇'s obligation to Tenant notwithstanding any other existing agreements of
Landlord.
(ii) Notwithstanding any other provisions of the Work Letter or
of the Tenant Improvement Plans or Additional Plans to the contrary, Tenant's
Space Planner shall review all required submittals provided for with respect to
any Landlord's Work or Extra Work for conformance with the Space Plans and
design intent of such plans.
(iii) References in the Tenant Improvement Plans or Additional
Plans to General Conditions or Supplementary General Conditions shall be read to
refer to those Conditions set forth in Schedule 4.
(b) With respect to Extra Work Landlord covenants and agrees that
no General Contractor profit, supervision, hoisting, overhead or general
conditions fees or similar charges shall be incurred in connection with the
Extra Work without the prior written consent of Tenant, and any such fees or
charges shall not be in excess of such fees being charged by the Contractor in
question for any extra work being done by such Contractor for Landlord. With
respect to those items listed on Schedule 3 to this Work Letter, to the extent
that Tenant contracts for such items directly with the supplier or installer
there shall be no General Contractor profits, fees, supervision, overhead or
general conditions fees or similar charges. Any trash removal charges pursuant
to Paragraph 6(d) or hoisting costs relating to Extra Work or work being done
for Tenant by entities as permitted under Paragraph 6 of this Work Letter shall
be payable based upon the reasonable direct out-of-pocket costs of the General
Contractor. Hoisting charges for materials for work done by Tenant shall be due
on the same basis as all other subcontractors in the Building and Tenant shall
not be required to pay hoisting charges for personnel.
(c) Landlord and Tenant shall each, and shall each cause their
Contractors and their subcontractors, to cooperate reasonably with the other and
any separate contractors, suppliers, consultants, invitees, employees or other
persons on the Premises as a part of the construction, equipping, fixturing and
occupancy of the Premises.
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(d) The provisions of Paragraph 10 of the Lease regarding
Alterations shall not apply to any Landlord's Work or Extra Work performed
pursuant to this Work Letter but shall apply to any work done or caused to be
done by Tenant or any separate contractor or supplier in connection with the
initial construction, fixturing, equipping and occupancy of the Premises to the
extent that all such work shall be made free of liens, in a first-class,
workmanlike manner in conformity with applicable laws and the Working Plans and
Additional Plans, as the case may be.
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Schedule 1
TO EXHIBIT D TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
SPACE PLANS FOR THE PREMISES PREPARED
BY ▇▇▇▇▇-▇▇▇▇▇▇▇ INC. DATED (ISSUED FOR PRICING) 7-1-88:
-------------------------------------------------------
A-0 Title Sheet
A-1.2 25th Floor Space Plan
A-1.3 26th Floor Space Plan
A-1.4 27th Floor Space Plan
A-1.5 28th Floor Space Plan
A-1.6 29th Floor Space Plan
A-1.7 30th Floor Space Plan
A-1.8 31st Floor Space Plan
A-1.9 32nd Floor Space Plan
A-1.10 33rd Floor Space Plan
A-1.11 34th Floor Space Plan
A-1.12 35th Floor Space Plan
A-1.13 36th Floor Space Plan
A-1.14 Partial Level 1 Floor Plan - South Space
Plan/Power Signal
A-1.15 Partial Mezzanine Floor Plan - South Space Plan
A-1.16 Partial Level 3 Floor Plan - North Space
Plan/Power Signal
A-2.1 26th Floor Partition Plan
A-2.2 34th Floor Partition Plan
A-2.3 36th Floor Partition Plan
A-3.1 26th Floor Reflected Ceiling Plan
A-3.2 34th Floor Reflected Ceiling Plan
A-3.3 36th Floor Reflected Ceiling Plan
A-4.2 25th Floor Power/Signal Plan
A-4.3 26th Floor Power/Signal Plan
A-4.4 27th Floor Power/Signal Plan
A-4.5 28th Floor Power/Signal Plan
A-4.6 29th Floor Power/Signal Plan
A-4.7 30th Floor Power/Signal Plan
A-4.8 31st Floor Power/Signal Plan
A-4.9 32nd Floor Power/Signal Plan
A-4.10 33rd Floor Power/Signal Plan
A-4.11 34th Floor Power/Signal Plan
A-4.12 35th Floor Power/Signal Plan
A-4.13 36th Floor Power/Signal Plan
A-4.14 Partial Mezzanine Floor Plan - South Power/Signal
Plan
A-5.1 Elevation
A-5.2 Elevation
A-6.1 Sections and Details
A-7.1 Room Finish Schedule
A-7.2 Door Schedule
Outline Specifications Dated 7-5-88
Outline Specifications Addendum #1 Dated 8-12-88
Outline Specifications Addendum #2 Dated 8-31-88 and Revised 9-1-88
PLANS PREPARED BY TOTAL ASSETS PROTECTION, INC.
DATED (ISSUED FOR PRICING) 7-1-88:
-----------------------------------------------
M.1. HVAC & Environmental Floor Plan
M.2. HVAC Details
FP.1. Fire Protection Floor Plan
FP.2. Fire Protection Details
Specifications dated 7-1-88
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PLANS FOR THE PREMISES PREPARED BY ▇▇▇▇ & ASSOCIATES
DATED (ISSUED FOR PRICING) 7-1-88:
-----------------------------------------------------
SD1 Supplemental Smoke Detection System Drawing - 25th Floor
SD2 Supplemental Smoke Detection System Drawing - 25th Floor
SD2 Supplemental Smoke Detection System Drawing - 26th Floor
SD3 Supplemental Smoke Detection System Drawing - 27th Floor
SD4 Supplemental Smoke Detection System Drawing - 28th Floor
SD5 Supplemental Smoke Detection System Drawing - 29th Floor
SD6 Supplemental Smoke Detection System Drawing - 30th Floor
SD7 Supplemental Smoke Detection System Drawing - 31st Floor
SD8 Supplemental Smoke Detection System Drawing - 32nd Floor
SD9 Supplemental Smoke Detection System Drawing - 33rd Floor
SD10 Supplemental Smoke Detection System Drawing - 34th Floor
SD11 Supplemental Smoke Detection System Drawing - 35th Floor
SD12 Supplemental Smoke Detection System Drawing - 36th Floor
SS1 Security Device Location Drawings - Level 1 - South
SS2 Security Device Location Drawings - Level 1 - North
SS3 Security Device Location Drawings - Mezzanine Level - North
SS4 Security Device Location Drawings - Level 3 - North
SS5 Security Device Location Drawings - 25th Floor
SS6 Security Device Location Drawings - 26th Floor
SS7 Security Device Location Drawings - 27th Floor
SS8 Security Device Location Drawings - 28th Floor
SS9 Security Device Location Drawings - 29th Floor
SS10 Security Device Location Drawings - 30th Floor
SS11 Security Device Location Drawings - 31st Floor
SS12 Security Device Location Drawings - 32nd Floor
SS13 Security Device Location Drawings - 33rd Floor
SS14 Security Device Location Drawings - 34th Floor
SS15 Security Device Location Drawings - 35th Floor
SS16 Security Device Location Drawings - 36th Floor
Design Criteria Statement (issued for pricing) 7-1-88
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Schedule 2
----------
TO EXHIBIT D TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Estimated Estimated
Construction Substantial
Working Plan Commencement Completion
Floor Delivery Date Date Date
----- ------------- ------------- ------------
1. Telephone 11/1/89 12/1/89 11/30/90
2. Chemical 11/1/89 12/1/89 11/30/90
3. Salt 11/1/89 12/1/89 11/30/90
4. Corporate 11/1/89 12/1/89 11/30/90
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Schedule 3
----------
TO EXHIBIT D TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone Switch $764,000
Telephone Cable $676,000
Computer Interface Wiring $245,000
Audio Visual $225,000
New Partitions/Dividers for stations $800,000
Refurbishing Partitions, furniture, etc. $300,000
Tenant shall have the absolute right to designate the supplier and
installer for the above listed items, provided that any such suppliers and
installers who contract directly with Tenant comply with the provisions of
Paragraph 6 of this Work Letter.
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Schedule 4
----------
To Exhibit D to Office Lease
For ▇▇▇▇▇▇ Thiokol Building
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
The following Conditions shall apply to all Landlord's Work and
Extra Work to govern the rights and obligations of Landlord (and to the extent
applicable, Landlord's Contractor) and Tenant with respect to such Work.
1. Definitions and Plans.
1.1 Definitions. The following terms shall have the following
meanings in the Space Plans, Working Plans and Additional
Plans:
1.1.1 "Tenant's Space Planner" shall mean ▇▇▇▇▇-▇▇▇▇▇▇▇,
Inc, or such other space planner reasonably
acceptable to Landlord, engaged by Tenant to design
the Premises.
1.1.2 "Provide" shall mean "to furnish and install."
1.1.3 "Or Approved Equal," or "or equal" shall include
the phrase "as determined by Tenant." "As
selected," "as directed," or "as approved" shall
include the phrase "by Tenant."
1.1.4 "Project" shall mean the Work described in the
Plans.
1.1.5 "Plans" shall mean the Tenant Improvement Plans and
any Additional Plans and Specifications and any
addenda thereto.
1.1.6 "Work" shall mean the completed construction
required by the Plans and the Work Letter.
1.1.7 "Specifications" shall mean those specifications
listed on Schedule 1 to this Work Letter, as
revised in accordance with the Work Letter and
those included in any Additional Plans or Extra
Work request and any addenda thereto.
1.2 Ownership and Use of Documents. All Plans, Drawings,
Specifications and copies thereof furnished by ▇▇▇▇▇▇'s
Space Planner are and shall remain his property. They are
to be used only with respect to this Project and are not
to be used on any other project. Submission or
distribution to meet official regulatory requirements or
for other purposes in connection with the Project is not
to be construed as publication in derogation of Tenant's
Space Planner's common law copyright or other reserved
rights.
2. Tenant's Space Planner.
2.1 Tenant's Space Planner shall at all times have access to
the Work wherever it is in preparation and progress.
Landlord shall provide access to
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140
any construction office type facilities in common with
Landlord's Contractor so Tenant's Space Planner may
perform his functions.
2.2 Landlord will consult with and keep Tenant's Space Planner
advised as to the progress of the Work on a regular basis
and as requested by ▇▇▇▇▇▇'s Space Planner, and Tenant's
Space Planner shall have the right to discuss the Work
with Landlord's Contractors and any subcontractors;
provided, however, that Tenant's Space Planner shall not
direct, supervise or control Landlord's Contractors and
any subcontractors. Landlord shall confer with ▇▇▇▇▇▇'s
Space Planner regarding clarifications of and resolution
of any ambiguities in the Plans and Tenant's Space Planner
shall promptly respond to inquiries and requests regarding
the same.
2.3 In case of a conflict between the Drawings included in
Tenant Improvement Plans or Additional Plans and the
Specifications, the Specifications shall control.
2.4 Tenant's Space Planner shall not have the authority to
take actions regarding the Work on behalf of ▇▇▇▇▇▇.
3. Review of Contract Documents.
3.1 Landlord shall cause ▇▇▇▇▇▇▇▇'s Contractor to carefully
study and compare the Plans and shall at once report to
Tenant's Space Planner any error, inconsistency or
omission it may discover. Landlord shall not be liable to
Tenant or Tenant's Space Planner for any damage resulting
from any such errors, inconsistencies or omissions in the
Plans. Unless Tenant has not responded in an appropriate
time period, Landlord's performance of any portion of the
Work at any time without Plans or, where appropriate,
approved Shop Drawings, Product Data or Samples for such
portion of the Work, shall be at Landlord's sole risk.
4. Warranty.
4.1 Landlord warrants to Tenant and ▇▇▇▇▇▇'s Space Planner
that all materials and equipment furnished under this Work
Letter will be new unless otherwise specified, and that
all Work will be of good quality, free from faults and
defects and in conformance with the Plans. Landlord shall
assign to Tenant all warranties and guarantees with
respect to the Work and shall cooperate with Tenant in
enforcing such obligations. All Work not conforming to
these requirements, including substitutions not properly
approved and authorized, may be considered defective. If
required by Tenant's Space Planner, Landlord shall furnish
evidence as to the kind and quality of materials and
equipment. It is not the responsibility of Landlord to
make certain that the Plans or the Work are in accordance
with applicable laws, statutes, building codes and
regulations; provided, however, that it is the
responsibility of Landlord to make certain
DS-4-2
141
that the Work is in conformance with the Plans. If either
Landlord or Landlord's Contractor observes that any of the
Plans are at variance therewith in any respect, they shall
promptly notify Tenant's Space Planner in writing. If
Landlord performs any Work knowing it to be contrary to
such laws, ordinances, rules and regulations, and without
such notice to Tenant's Space Planner, it shall assume
full responsibility therefor and shall bear all costs
attributable thereto.
4.2 Landlord shall employ ▇▇▇▇▇▇▇▇'s representative as
provided in Paragraph 8(a) of the Work Letter and any
necessary assistants who shall be available to Tenant and
Tenant's Space Planner during the progress of the Work.
▇▇▇▇▇▇▇▇'s representative shall represent Landlord and all
communications given to Landlord's representative shall be
as binding as if given to Landlord. Important
communications shall be confirmed in writing. Other
communications shall be so confirmed on written request in
each case.
5. Documents and Samples at the Site.
5.1 Landlord shall maintain at the site for Tenant and
Tenant's Space Planner one record copy of all Plans,
Drawings, Specifications, addenda, change orders and other
modifications, in good order and marked currently to
record all changes made during construction, and approved
Shop Drawings, Product Data and Samples. These shall be
available to Tenant's Space Planner and upon completion of
the project, all record drawings shall be delivered to
Tenant and upon ▇▇▇▇▇▇'s request transferred to mylar at
Tenant's expense.
6. Shop Drawings, Product Data and Samples.
6.1 "Shop Drawings" are drawings, diagrams, schedules and
other data specially prepared for the Work by Landlord,
Landlord's Contractor or any subcontractor, manufacturer,
supplier or distributor to illustrate some portion of the
Work.
6.2 Product Data are illustrations, standard schedules,
performance charts, instructions, brochures, diagrams and
other information furnished by Landlord or Landlord's
Contractor to illustrate a material, product or system for
some portion of the Work.
6.3 Samples are physical examples that illustrate materials,
equipment or workmanship and establish standards by which
the Work will be judged.
6.4 Landlord shall cause ▇▇▇▇▇▇▇▇'s Contractor to review,
approve for compliance with the Tenant Improvement Plans
and submit to Tenant's Space Planner, with reasonable
promptness and in such sequence as to cause no delay in
the Work or in the work of any separate contractor, all
Shop Drawings, Product Data and Samples required by the
Plans or Work Letter.
DS-4-3
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6.5 Landlord and ▇▇▇▇▇▇▇▇'s Contractor shall not be relieved
of responsibility for any deviation from the requirements
of the Plans by Tenant's Space Planner's review of Shop
Drawings, Product Data or Samples unless Landlord has
specifically informed ▇▇▇▇▇▇'s Space Planner in writing of
such deviation at the time of submission and ▇▇▇▇▇▇'s
Space Planner has given written approval to the specific
deviation. Failure of Tenant or Tenant's Space Planner to
object to ▇▇▇▇▇▇▇▇'s notice of deviation within five (5)
business days from receipt of such notice shall be deemed
to constitute Tenant's approval thereof. Landlord shall
not be relieved from responsibility for errors or
omissions in the Shop Drawings, Product Data or Samples by
Tenant's Space Planner's review thereof.
6.6 Landlord or ▇▇▇▇▇▇▇▇'s Contractor shall direct specific
attention, in writing or on resubmitted Shop Drawings,
Product Data or Samples, to revisions other than those
requested by ▇▇▇▇▇▇'s Space Planner on previous
submittals.
6.7 Unless Tenant has not responded in an appropriate time
period, ▇▇▇▇▇▇▇▇'s performance of any portion of the Work
requiring submission of a Shop Drawing, Product Data or
Sample shall be at Landlord's sole risk. All such portions
of the Work shall be in accordance with approved
submittals.
6.8 The Shop Drawings referred to in Subparagraph 6.1 shall be
mylar with positive side down and with matte finish up and
shall be provided by and paid for by Landlord.
6.9 The Shop Drawings and records referred to in Subparagraph
6.1 shall all be maintained at the Premises in a secured
location separate from and in addition to the drawings and
records of the Landlord's Contractor and shall be for the
exclusive use of Landlord, Tenant and ▇▇▇▇▇▇'s Space
Planner.
6.10 All costs involved for preparation and maintaining the
Shop Drawings and records referred to in Subparagraph 6.1
shall be the expense of Landlord.
6.11 Except for deviations from the Plans which have been
approved by Tenant or Tenant's Space Planner. any
corrections or comments made on the Shop Drawings during
this review do not relieve Landlord from compliance with
requirements of the Plans and Specifications. Tenant's
Space Planner's check is only for review of general
conformance with the design concept of the Project and
general compliance with the information given in the
Plans. Landlord is responsible for: confirming and
correlating all quantities and dimensions for Shop
Drawings, selecting fabrication processes and techniques
of construction, coordinating the Work with that of all
other trades, and performing the Work in a safe and
satisfactory manner in conformance with the Plans and
Specifications.
DS-4-4
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7. Progress Schedule.
7.1 At the earliest possible date after the date hereof,
Landlord shall present a "Progress & Operations Schedule"
setting up sequence of operations and timetable for each
principal item of Work and for each area in the Premises
wherein Work is shown or required. This schedule will be
reviewed in conference by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇'s Space
Planner, Landlord's Contractor and principal
subcontractors, to determine best procedures to permit
expeditious prosecution of the Project. The Progress and
Operations Schedule as accepted by all concerned, shall be
furnished as a guide to all parties engaged on the Project
and shall be binding on them in their respective Work.
Landlord may, upon ten (10) business days prior written
notice to ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s Space Planner, revise the
Progress and Operations Schedule, provided that Tenant may
object to any such revision within said ten (10) business
day period if such revision shall adversely affect Tenant.
Failure of Tenant to object within such ten business day
period shall be deemed to constitute Tenant's acceptance
of such revision.
8. Cleaning Up.
8.1 To the extent required to permit Tenants' access to the
Premises pursuant to Paragraph 6 of the Work Letter,
Landlord at all times shall keep the Premises free from
accumulation of waste materials or rubbish caused by his
operations. At the completion of the Work, it shall remove
all waste materials and rubbish from and about the Project
as well as all tools, construction equipment, machinery
and surplus materials. Upon ten (10) business days prior
written notice from Tenant, if ▇▇▇▇▇▇▇▇ fails to clean up
at the completion of the Work, Tenant may do so and the
cost thereof shall be charged to Landlord.
8.2 Rubbish containers shall be furnished to subcontractors
for a reasonable and non-discriminatory charge and removed
from the Project site by ▇▇▇▇▇▇▇▇'s Contractor.
8.3 Just prior to the occupancy date for each portion of the
Premises, Landlord shall:
a. Vacuum all carpeted areas.
b. Dust surfaces other than floors with clean rags.
c. Employ services of professional window washers to
thoroughly clean, wash and polish all glass.
Cleaning materials and methods shall be as
recommended by manufacturer in order to avoid
scratching or scoring the special surfaces.
d. Remove marks, stains, fingerprints, other soil and
dirt from painted, decorated and/or stained work.
DS-4-5
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e. Clean and polish hardware for all trades. This
shall include removal of stains, dust, dirt, paint
and the like.
f. Remove spots, soil, paint from tile work and wash
same.
g. Clean fixtures and equipment and remove stains,
paint, dirt and dust.
h. Remove temporary floor protection for finished
floor and clean and polish such floors.
i. Clean interior metal surfaces, including doors and
windows, required to have polished finishes, of oil
stains, dust, dirt, paint and the like. Polish and
leave without fingermarks or other blemishes.
j. Where resilient flooring is supplied, clean, wax
and polish all resilient floor surfaces in
accordance with specifications delivered to
Landlord by Tenant's Space Planner.
8.4 Landlord's Contractor and each subcontractor shall remove
and dispose of all tools, equipment, surplus materials and
rubbish pertaining to his work.
9. Royalties and Patents.
9.1 Landlord shall pay all royalties and license fees in
connection with the construction process. He shall defend
all suits or claims for infringement of any patent rights
and shall save Tenant harmless from loss on account
thereof, except that Tenant shall be responsible for all
such loss when a particular design, process or the product
or a particular manufacturer or manufacturers is
specified, but if Landlord has reason to believe that the
design, process or product specified is an infringement of
a patent, he shall be responsible for such loss unless he
promptly gives such information to Tenant's Space Planner.
10. Tests.
10.1 If the Plans, laws, ordinances, rules, regulations or
orders of any public authority having jurisdiction require
any portion of the Work to be inspected, tested or
approved, Landlord shall give Tenant's Space Planner
timely notice of its readiness so Tenant's Space Planner
may observe such inspection, testing or approval. Landlord
shall bear all costs of such inspections, tests or
approvals conducted by public authorities. Unless
otherwise provided, Landlord shall bear all costs of other
inspections, tests or approvals.
10.2 If Tenant's Space Planner determines that any Work
requires special inspection, testing or approval which
subparagraph 10.1 does not include, he will instruct
Landlord to order such special inspection, testing or
approval, and Landlord shall give notice as provided in
subparagraph 10.1 If such
DS-4-6
145
special inspection or testing reveals a failure of the
Work to comply with the requirements of the Plans,
Landlord shall bear all costs thereof, including
compensation for Tenant's Space Planner's additional
services made necessary by such failure; otherwise Tenant
shall bear such costs, and an appropriate Change Order
shall be issued.
10.3 Required certificates of inspection, testing or approval
shall be secured by Landlord and promptly delivered by him
to Tenant's Space Planner.
10.4 If Tenant's Space Planner is to observe the inspections,
tests or approvals required by the Plans, he will do so
promptly and, where practicable, at the source of supply.
11. Correction of Work.
11.1 Landlord shall promptly correct all Work failing to
conform to the Plans whether observed before or after
Substantial Completion and whether or not fabricated,
installed or completed. Landlord shall bear all costs of
correcting such defective Work, including compensation for
Tenant's Space Planner's additional services made
necessary thereby.
11.2 If, within one year after the Date of Substantial
Completion of the Work or designated portion thereof or
within one year after acceptance by Tenant of designated
equipment or within such longer period of time as may be
prescribed by law to the extent agreed to by Landlord's
Contractor or by the terms of any applicable special
warranty required by the Plans, any of the Work is found
to be defective or not in accordance with the Plans,
Landlord shall correct it promptly after receipt of a
written notice from Tenant to do so, unless ▇▇▇▇▇▇ has
previously accepted such condition pursuant to the Punch
List (as provided in Paragraph 7 of the Work Letter) or
unless such condition is a latent defect which could not
reasonably have been discovered by due care at the time of
the inspection of the Premises pursuant to Paragraph 7 of
the Work Letter. Tenant shall give such notice promptly
after discovery of the condition.
11.3 Landlord shall remove from the site all portions of the
Work which are defective or nonconforming and which have
not been corrected, unless removal is waived by Tenant.
11.4 If Landlord fails to correct defective or nonconforming
Work that is Landlord's responsibility, Tenant may correct
it at Landlord's cost.
11.5 Landlord shall bear the cost of making good all work of
Tenant or separate contractors destroyed or damaged by
such correction or removal.
11.6 Landlord's guarantee set forth in this Paragraph 11 will
commence upon the respective occupancy dates for each
floor of the Premises.
DS-4-7
146
11.7 Correction of defective or nonconforming Work shall
include all damage done to the Project, building contents,
or to work of others as a result of corrective action.
11.8 Corrective Work shall be covered by an additional 360 day
guarantee, dated from final acceptance of such corrective
Work.
11.9 All Guarantees, whether they be for structural, mechanical
components or electrical components, shall commence from
the respective possession date of each floor of the
Premises, not from the date of shipment or installation of
an item.
12. Operating and Maintenance Instructions.
12.1 Landlord's Contractor, all mechanical subcontractors and
all electrical subcontractors (including security
subcontractors) shall submit to Tenant's Space Planner for
approval, two complete sets of an Operation and
Maintenance Manual for each mechanical, plumbing,
life/safety, electrical and security system.
12.2 Each Operation and Maintenance Manual shall cover all
equipment, devices or apparatus forming a part of the
particular system and shall be properly identified to show
interrelation with their systems. Each manual shall
consist of manufacturer's data and other literature,
operation and maintenance instructions, wiring diagrams
characteristics, shop drawings, parts lists, lubrication
instructions, and other pertinent information so as to
enable Tenant's personnel to properly operate and maintain
the system. Each manual shall be bound between covers,
indexed, and each system component identified by the
names, numbers and other identifying symbols as set forth
in the Plans. In the case of manufacturer's catalogs and
other literature that contains information on a number of
products, the model number, rating, performance
characteristic and other data pertaining to the products
incorporated into the Work shall be clearly identified in
ink. There shall be supplemental specific written
instructions clearly defining the operation of each system
and piece of equipment.
12.3 Landlord or ▇▇▇▇▇▇▇▇'s Contractor shall have qualified
personnel instruct Tenant's operating personnel and
acquaint them with the operating characteristics,
procedures and maintenance of all equipment and systems
installed on the Project at the time Tenant assumes
operation of various equipment and services. The time of
instruction shall be arranged with ▇▇▇▇▇▇'s
Representative.
13. Mutual Responsibility.
13.1 Landlord shall afford Tenant and separate contractors the
same opportunity for the introduction and storage of their
materials and equipment and the execution of their work as
given to ▇▇▇▇▇▇▇▇'s
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147
Contractor and subcontractor, and shall connect and
coordinate its Work with theirs as required by the Plans.
13.2 If any part of Landlord's Work depends for proper
execution or results upon the work of Tenant or any
separate contractor, Landlord shall upon discovery
promptly report to Tenant's Space Planner any apparent
discrepancies or defects in such other work that render it
unsuitable for such proper execution and results. Failure
of Landlord so to report shall constitute an acceptance of
Tenant's or separate contractors' work as fit and proper
to receive Landlord's Work, except as to defects which may
subsequently become apparent in such work by others.
13.3 Any costs caused by defective or ill-timed work shall be
borne by the party responsible therefor.
13.4 Should Landlord or Tenant wrongfully cause damage to the
work or property of the other party, or to other work on
the site, the party causing such damage shall promptly
remedy such damage.
13.5 Should Landlord or Tenant wrongfully cause damage to the
work or property of any separate contractor, the party
causing such damage shall upon due notice promptly attempt
to settle with such other contractor by agreement, or
otherwise to resolve the dispute. If such separate
contractor sues or initiates an arbitration proceeding
against the other party on account of any such damage the
other party shall notify the party causing such damage who
shall at the other party's request defend such proceedings
at the expense of the party causing such damage, and if
any judgment or award against the other party arises
therefrom, the party causing such damage shall pay or
satisfy it and shall reimburse the other party for all
attorneys' fees and court or arbitration costs that the
other party has incurred.
14. Arbitration.
14.1 Any claim, dispute or other matter in question between
Landlord or Landlord's Contractor and Tenant shall be
subject to arbitration upon the written demand of either
party pursuant to Paragraph 33 of the Lease.
14.2 Unless otherwise agreed in writing, Landlord and
Landlord's Contractor shall carry on the Work and maintain
its progress during any arbitration proceedings, and
Tenant shall continue to make payments to Landlord in
accordance with the Work Letter.
15. Minor Changes in the Work and Site Conditions.
15.1 Tenant's Space Planner will have authority to order minor
changes in the Work and not inconsistent with the intent
of the Plans. Such changes shall be effected by written
order, and shall be binding on Landlord and Tenant. Tenant
DS-4-9
148
shall have no right to contest or otherwise appeal the
decision or authority of ▇▇▇▇▇▇'s Space Planner to
determine that such change is a minor change. Landlord
shall carry out such written orders promptly.
15.2 Failure to examine the Premises and determine existing
conditions or nature of new construction, or nature and
extent of work to be performed by other trades, will not
be considered a basis for granting of additional
compensation.
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EXHIBIT E TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
HVAC Standards
Heating, ventilation and air conditioning is designed to be capable of
maintaining within tolerances in first class office buildings an inside space
condition of 78 degrees F dry bulb when outside conditions are 95 degrees F dry
bulb and 75 degrees F wet bulb, and 72 degrees F inside when outside
temperatures are -2 degrees F., and 65 degrees F inside when outside
temperatures are -10 degrees F. The above conditions will be available in the
Building and will be available to be delivered to the Premises provided that in
any room or area the occupancy does not exceed one (1) person for each 100
square feet and total electrical load including lighting and power does not
exceed five (5) ▇▇▇▇▇ per square foot.
E-1
150
EXHIBIT F TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
JANITORIAL SERVICES
-------------------
NIGHTLY (between the hours of 5:00 P.M. and 6:00 A.M., Monday through Friday,
Holidays (as defined in the Lease) excepted).
Dust and wipe elevator doors, walls, metal work, saddles in elevator cab,
furniture, file cabinets, book cases, fixtures, window ▇▇▇▇▇, and trim, etc.
(not to disturb papers on desks), and dust and rub down mail chutes, mail
depository, etc. All dusting and sweeping shall be done with an approved
chemically treated cloth.
Empty and clean all waste receptacles, ashtrays and sand urns.
Wash, clean and disinfect all water fountains and water coolers.
Remove all rubbish and trash to a designated area.
Sweep all vinyl, asphalt, rubber and similar type floorings and remove all gum
and similar substances.
Wash floors for spills, smears and foot tracks using clear water or, as
necessary, a very light detergent solution.
Vacuum all rugs and carpeted areas, moving only light furniture, as necessary.
Sweep all private and public stairways and vacuum if carpeted.
Sweep or dust mop all uncarpeted areas, including stairwell landings and heads
using treated mops and damp mop as necessary to remove any stains and spills.
Remove gum, tar, etc. adhering to flooring.
Damp mop floors and entrance foyers, public corridors, and other heavily
trafficked areas, including, without limitation, cloak rack areas.
Clean all glass furniture tops.
Wet sponge wipe table tops in employee lounge, including cleaning of any spills,
if applicable.
Keep locker, storage and slop sink rooms in a clean and orderly condition.
Wood, metal (including all chrome, aluminum, and brass), glass, light switches,
door frames, door push handles, or plastic laminated surfaces to be wiped clean
of dust, dirt, and smudges nightly and polished as needed; to include counters
and railings.
Maintain front elevator lobbies, cabs and vacuum elevator door tracks.
Elevator, stairway, office and utility doors on all floors to be checked for
general cleanliness, removing finger marks.
F-1
151
Dust library areas and library shelves; provided, however, that books are not to
be unshelved or moved.
Clean sinks, countertops, cabinet fronts, fronts and sides of vending machines,
coffee makers and other equipment in coffee stations, executive kitchen and
lunchrooms.
During nightly tour, extinguish lights, lock doors, and report any malfunctions.
LAVATORIES - (NIGHTLY) (INCLUDES PRIVATE WASHROOMS)
a. All cleaning will be performed with approved germicidal
detergents at disinfectant strengths.
b. All toilets and urinals will be cleaned on all surfaces nightly;
acid bowel cleaner to be used in the interior. Wash both sides of
all toilet seats.
c. Wash all basins, shelves, dispensers and other washroom fixtures.
d. Wash and polish all mirrors, powder shelves, bright work, etc.,
cleaning flushometers, piping and toilet seat hinges.
e. Damp wipe and spot clean all partitions, tile walls, dispensers
and receptacles. Remove all graffiti.
f. Empty and clean wastepaper and sanitary disposal receptacles.
g. All lavatory floors to be swept and mopped with a germicidal
detergent solution nightly.
h. All lavatory floors will be machine scrubbed as needed, but not
less than quarterly.
i. Washroom supplies will be replenished nightly.
j. Washroom supplies in common area washrooms to be furnished by
Landlord.
k. Dust and wipe clean all lockers.
WEEKLY
Damp mop all uncarpeted areas and/or spray buff for heavy scuffs.
Spot clean carpet.
Remove all finger marks and smudges from doors, partitions, woodwork, window
ledges and window mullions.
Wash all directory board, display, entry door and side light glass, as
necessary.
Damp wipe tops of desks and file cabinets.
Dust and wipe clean all interior metal work, chair rails, louvers, pictures and
charts within arms reach.
Clean glass entrance doors and side lights.
F-2
152
Buff wood flooring using buffing pad.
MONTHLY
Clean all elevator carpeting.
Clean all clerestory glass.
Clean inside of refrigerators and dispose of any contents thereof.
Vacuum upholstered furniture.
All tile floor areas to be stripped, scrubbed, waxed (using buffable and
non-slip type floor finish) and buffed in accordance with manufacturer's
specifications, as needed, but not less than quarterly.
a. Machine scrub flooring using appropriate stripping type detergent
solution and stripping pad to completely clean flooring, removing
all old floor finish and other foreign matter.
b. Completely rinse flooring and allow to dry.
c. Apply two (2) coats of non-staining, non-slip, high solid,
buffable floor finish (three (3) coats in high traffic areas,
e.g., center portion of corridors, entryways, etc.).
LAVATORIES - PERIODIC CLEANING
Thoroughly wash all partitions, tile walls and enamel surfaces once a month,
using proper disinfectant.
Dust all lighting fixtures (exterior only) once a month, wash as necessary.
Do all high dusting in lavatories once a month.
QUARTERLY
HIGH DUSTING - OFFICE AREAS
a. Dust in place all pictures, frames, charts, graphs, and similar
wall hangings.
b. Dust clean all vertical surfaces, such as walls, partitions,
doors, books and other surfaces not reached in nightly cleaning.
c. Dust all lighting fixtures (exterior only). Clean air grills.
Dust all baseboards.
d. Dust venetian blinds and window frames.
ANNUALLY
Light fixtures within the Premises shall be cleaned inside, including bulbs,
once per year.
AS REQUIRED
Remove snow and ice from sidewalks serving the Building.
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153
Wash windows inside and out at least once per season (not less than four (4)
times per year).
Dust vinyl base.
MISCELLANEOUS
All cleaning operations shall be scheduled so that a minimum of lights are left
on at all times. Upon completion of cleaning, all lights are to be turned off.
All entrance doors are to be kept locked during cleaning and any malfunctions of
door locking mechanisms are to be reported immediately.
Access to the Premises by janitorial personnel shall be subject to security
procedures established from time to time by ▇▇▇▇▇▇.
At Tenant's election, ▇▇▇▇▇▇'s trash and waste paper from all or any portion of
the Premises shall be left on each floor of the Premises or moved to a central
location on the floor each night to a mutually agreeable location so that
consistent with Tenant's security requirements such materials may be shredded or
otherwise handled so as to protect any confidential information. Tenant shall be
entitled to use its own employees to handle and deal with its participation in
any such trash removal procedures.
CAFETERIA -- DINING AREA: Landlord may cause the following cleaning
specification to be included in any operating agreement or lease of the
Cafeteria, provided that Landlord shall remain obligated to maintain the
Cafeteria under this Lease:
a. Conduct all periodic cleaning specified in janitorial services,
as applicable.
b. Clean undersides of tables and chairs, including without
limitation, legs and pedestals once per month.
c. Clean tops of tables and seats nightly.
d. Spray-buff tile flooring one (1) time per week.
e. Spot clean carpeting nightly.
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154
EXHIBIT G-1 TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
TENANT ESTOPPEL CERTIFICATE
---------------------------
____________, 19___
------------------------
------------------------
------------------------
------------------------
Re: Lease dated as of August 31, 1988 ("Lease") Between Chicago Title
and Trust Company as Trustee u/t/a dated April 16, 1985, known as
Trust No. 1086781 ("Landlord"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
("Tenant"), for a portion of the property located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ("Building"), which space is
described in the Lease ("Premises")
Gentlemen:
The undersigned, Tenant, hereby confirms:
1. ▇▇▇▇▇▇ accepted possession of the entire Premises demised by
the Lease, on _____________, 19__.
2. The improvements and space required to be furnished by
Landlord with respect to the Premises and the Building of which the Premises is
a part have been completed in all respects required by the Lease.
3. Landlord has fulfilled all its obligations under the Lease
through the date hereof and while the Lease by its terms provides for certain
offset rights and abatements, Tenant as of the date hereof has no defense,
charge, lien or claim for offsets or credits (other than abatements provided in
the Lease) against rentals or for any other monetary claim against the Landlord
under the Lease.
4. No rentals have been prepaid more than one (1) month in
advance of its due date. Except as set forth in the Lease, Tenant has made no
agreements with Landlord, its agents or employees with respect to the Lease
concerning free rent, partial rent, rebate of rent payments, credit, offset,
deduction in rent or any other type of rental concession, including, without
limitation, lease support payments or lease buyouts.
5. The Term of the Lease commenced as of ____________, 19__ and
terminates on ___________, ____. Rental and other charges at the rate(s)
provided by the Lease are payable in accordance with its terms. Rent and all
other charges payable under the Lease have been paid through _____________.
There is no security deposit.
G-1/1
155
6. Tenant has no notice of a prior assignment, hypothecation, or
pledge of rents or the Lease, except as follows:
_______________________________________.
7. Tenant has no option to extend or renew the terms of the Lease
for any period of time except as expressly provided in the Lease.
8. The Lease contains, and Tenant has, no option to purchase or
right of first offer or refusal with respect to the purchase of the Premises or
the Building or any portion thereof, other than options to lease as set forth in
the Lease.
9. The Lease (i) has not been modified, altered, or amended,
except as follows: ___________; (ii) is in full force and effect; and (iii)
constitutes the entire agreement between Tenant and Landlord with respect to the
Premises, except as follows: ___________. Other than the Lease, there are no
other agreements, formal or informal, in writing or oral, between Landlord and
Tenant that purport to settle or reserve rights with respect to any dispute
under the Lease or otherwise with respect to the Premises;
10. To the best of ▇▇▇▇▇▇'s knowledge neither party to the Lease
is in default in the performance of any covenant, agreement, or conditions
contained in the Lease;
11. Tenant is not the subject of any bankruptcy, insolvency or
similar proceeding in any Federal, state or other court or jurisdiction;
12. Tenant is in occupancy of the Premises and Tenant has (i)
caused to be completed all construction and other work to be completed by Tenant
in the Premises; (ii) paid all sums payable in connection with such work by
▇▇▇▇▇▇; and (iii) has delivered to Landlord waivers of lien and claims thereof
for all such work executed by all contractors, subcontractors, and material
providers relating to such work. Tenant has not sublet the Premises to any
sublessee and has not assigned or encumbered any of its rights under the Lease.
No one except Tenant occupies the Premises.
Tenant understands that terms which are defined in the Lease have
the same meanings when used in this letter.
[Reference to party(s) who will rely on letter or to transaction
in which letter will be relied upon.]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC., a Delaware
corporation
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
(The foregoing form of Estoppel Certificate is subject to revisions and changes
to accurately reflect the facts existent when it is issued.)
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156
EXHIBIT G-2 TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
LANDLORD ESTOPPEL CERTIFICATE
-----------------------------
____________, 19__
------------------------
------------------------
------------------------
------------------------
Re: Lease dated as of August 31, 1988 ("Lease") Between Chicago Title
and Trust Company as Trustee u/t/a dated April 16, 1985, known as
Trust No. 1086781 ("Landlord"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
("Tenant"), for a portion of the property located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ("Building"), which space is
described in the Lease ("Premises")
Gentlemen:
The undersigned, Landlord, hereby confirms:
1. ▇▇▇▇▇▇▇▇ has delivered possession of the entire Premises
demised by the Lease, and the Tenant is in occupancy thereof.
2. The improvements and space required to be furnished by
Landlord with respect to the Premises and the Building of which the Premises is
a part have been completed in all respects required by the Lease.
3. Tenant has fulfilled all its obligations under the Lease
through the date hereof and Landlord has no defense, lien or claim for past due
rentals or for any other monetary claim against Tenant under the Lease.
4. The Term of the Lease commenced as of ______________ and the
Expiration Date of the Lease is ______________, _____. Rental and other charges
at the rate(s) provided by the Lease are payable in accordance with its terms.
Rent and all other charges payable under the Lease have been paid through
_____________. There is no security deposit.
5. ▇▇▇▇▇▇▇▇ has no notice of a prior assignment, sublease,
hypothecation, or pledge of the Lease, except as follows:
_________________________________.
6. The Lease (i) has not been modified, altered, or amended
except as follows:________________; (ii) is in full force and effect; and (iii)
constitutes the entire agreement between Landlord and Tenant with respect to the
Premises.
7. To Landlord's knowledge neither party to the Lease is in
default in the performance of any covenant, agreement, or conditions contained
in the Lease;
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157
8. Landlord is not the subject of any bankruptcy, insolvency or
similar proceeding in any Federal, state or other court or jurisdiction;
Landlord understands that terms which are defined in the Lease
have the same meanings when used in this letter.
[Reference to party(s) who will rely on letter or to transaction
in which letter will be relied upon.]
Very truly yours,
----------------------------------------
By:
-------------------------------------
Name:
-------------------------------
Title:
------------------------------
(The foregoing form of Estoppel Certificate is subject to revisions and changes
to accurately reflect the facts existent when it is issued.)
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158
EXHIBIT H TO OFFICE LEASE
FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
dated as of August 31, 1988
by and between
SWISS BANK CORPORATION,
NEW YORK BRANCH
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.
This document prepared by:
Record and return to: Street Address of Property:
WHITE & CASE All of vacated West Water
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and north of Washington
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. Street, Chicago, Illinois
Tax Parcel I.D. No. _____________
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159
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
------------------------------
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT, made as of
the 31st day of August, 1988 (this "Agreement") by and between SWISS BANK
CORPORATION, NEW YORK BRANCH, a branch of a banking corporation organized under
the laws of Switzerland, having an address at ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
III, Vice President) ("Holder") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC., a Delaware corporation
("Tenant").
WITNESSETH:
WHEREAS, pursuant to the terms of a Building Loan Agreement, dated as of
April 29, 1988 (the "Building Loan Agreement"), ▇▇▇▇▇▇ has agreed to make a loan
(the "Loan") in the principal amount of up to $141,000,000 to Chicago Title and
Trust Company, not personally but solely as Trustee under Trust Agreement dated
April 16, 1985 and known as Trust No. 1086781 ("Landlord"); and
WHEREAS, Landlord is the owner of a thirty-six (36) story office
building located or to be located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and
all rights and easements appurtenant thereto (the "Property"); and
WHEREAS, ▇▇▇▇▇▇ has entered into a certain lease, dated as of August 31,
1988 initially covering approximately 264,000 square feet of Rentable Area (as
defined in the Lease), as more fully described in Exhibit A hereto (the "Initial
Space"); the Initial
Space, together with all other space within the Property which Tenant may lease
from time to time pursuant to the Lease, is referred to herein as the "Demised
Premises" (as such Lease and all exhibits incorporated therein may hereafter be
amended, modified or supplemented from time to time, the "Lease"); and
WHEREAS, the Loan will be secured, inter alia, by a first mortgage,
assignment of rents and leases and security agreement encumbering the Property
(said mortgage, as it may be amended, increased, renewed, modified,
consolidated, replaced, combined, substituted, severed, split, spread or
extended, being herein referred to as the "Mortgage") and a first assignment of
the rents due under the Lease, in each case in favor of Holder.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Tenant covenants and certifies that:
(a) The Lease, "Collateral Agreement" (as defined in the Lease)
and Memorandum of the Lease ("Memorandum") (i) collectively, constitute
the entire agreement between Tenant and Landlord with respect to the
Demised Premises, (ii) have not been modified, changed, altered or
amended in any respect and (iii) are the only agreements between Tenant
and Landlord affecting the Demised Premises. Other than as set forth or
provided in the Lease, Collateral Agreement and Memorandum, there are no
agreements,
H-2
160
formal or informal, in writing or oral, between Tenant and Landlord,
which purport to settle or reserve rights with respect to any dispute
under the Lease or otherwise with respect to the Demised Premises.
(b) Except as set forth in the Lease and Collateral Agreement,
Tenant is not entitled to, and has made no agreement(s) with Landlord or
its agents or employees concerning free rent, partial rent, rebate of
rent payments, credit or offset or deduction in rent or any other type
of rental concession, including without limitation, lease support
payments or lease buy-outs.
(c) The Lease contains, and Tenant has, no options or rights of
first refusal to purchase the Property, the Demised Premises or any part
thereof, other than options to lease as set forth in the Lease.
(d) Tenant has not sublet the Demised Premises to any sublessee
and has not assigned or encumbered any of its rights under the Lease.
After the "Commencement Date" (as defined in the Lease), no one except
Tenant and its affiliates will occupy the Demised Premises, except in
accordance with the Lease.
(e) To the best of Tenants' knowledge, any work and improvements
in the Demised Premises required by the terms of the Lease to be made or
done by Landlord as of the date hereof have not yet been commenced.
(f) (i) To the best of Tenant's knowledge, no defaults of any
kind exist under the Lease, nor to the best of Tenant's knowledge has
there occurred any event or state of facts which by the giving of notice
or the lapse of time, or both, would constitute a default under the
Lease, (ii) except for the free rent period set forth in the Lease, no
rent payable under the Lease has been paid more than one (1) month in
advance of its due date, (iii) to the best of Tenant's knowledge, and
except as set forth in the Lease, ▇▇▇▇▇▇ has no present defense, charge,
lien, claim, offset against rents or other charges due or to become due
under the Lease or on account of any prepayment of rent or otherwise.
(g) On the date of the Lease, there are no actions, whether
voluntary or otherwise, pending against Tenant under the bankruptcy,
reorganization, arrangement, moratorium or other debtor relief laws of
the United States or any state thereof.
2. Tenant covenants and agrees that the Lease now is and shall at all
times continue to be subject and subordinate in each and every respect to the
Mortgage and to all renewals, modifications, consolidations, replacements and
extensions thereof, to the full extent of the principal, interest and other sums
secured thereby, subject to and so long as the non-disturbance covenants herein
are binding and effective on Holder. Tenant, upon request, shall execute and
deliver any certificate or other reasonable instrument whether or not in
recordable form which Holder reasonably may request to confirm said
subordination; provided that such certificate or instrument shall be in form and
substance reasonably acceptable to Tenant.
H-3
161
3. As long as Tenant is not in default beyond the applicable grace and
cure period in the performance of its obligations under the Lease, Holder shall
not name Tenant as a party defendant to any action for foreclosure or other
enforcement of the Mortgage (unless required by law), nor shall the Lease be
terminated by Holder or any Successor (as hereinafter defined) in connection
with, or by reason of, foreclosure or other proceedings for the enforcement of
the Mortgage, or by reason of a transfer of the Landlord's interest under the
Lease pursuant to the taking of a deed or assignment in lieu of foreclosure (or
similar device), nor shall Tenant's use or possession of the Demised Premises be
interfered with by ▇▇▇▇▇▇; and Tenant shall be entitled to remain in possession
of the Demised Premises pursuant to the terms of the Lease and shall retain all
rights, options and privileges granted to it under the Lease. Furthermore,
▇▇▇▇▇▇ acknowledges and agrees that the rights to the insurance required to be
carried pursuant to Paragraph 12.B. of the Lease shall be solely and exclusively
governed by the Lease. The person acquiring, or succeeding to, the interests of
the Landlord as a result of any such action or proceeding and such person's
successors and assigns (any of the foregoing being hereinafter referred to as
the "Successor"), shall assume and be bound by all of the obligations of
Landlord under the Lease, including without limitation, any obligations of a
continuing nature, which by way of example and not by limitation, include
general maintenance, upkeep of the Property and tenant improvements, if any,
required by the Lease that have not been performed by the prior Landlord as of
the date such Successor acquired or succeeded to the interests of the prior
Landlord, provided such Successor shall not be:
(a) Subject to any credits, offsets, defenses or claims which
▇▇▇▇▇▇ might have against any prior Landlord, except for set-off rights
granted to Tenant in and to the full extent permitted by the Lease and
any rent paid not more than one (1) month in advance of its due date; or
(b) Bound by any prepayment of more than one (1) month's rent,
except for the free rent periods granted to Tenant in the Lease; or
(c) Liable for any act or omission of any prior Landlord, except
for set-off rights granted to Tenant in and to the full extent permitted
by the Lease; or
(d) Bound by any amendment or modification of the Lease made
without the consent of a Holder or Successor, except to the extent such
amendment or modification is specifically provided for in the Lease, or
implements a right specifically provided for in the Lease, or may be
made pursuant to the Building Loan Agreement without the Holder's
consent; or
(e) Required to account for any security deposit other than any
security deposit (if any) actually delivered to the Successor; or
(f) Liable for any payment to Tenant of any sums, or the granting
to Tenant of any credit, in the nature of a contribution towards the
costs of preparing, furnishing or moving into the Demised Premises or
any portion thereof, except as expressly required pursuant to the Lease.
H-4
162
4. If the interest of Landlord under the Lease shall be transferred by
reason of foreclosure or other proceedings for enforcement of the Mortgage or
the obligations which it secures or pursuant to a taking of a deed or assignment
in lieu of foreclosure (or similar device), Tenant shall be bound to the
Successor and, except as provided in Paragraphs 3 and 7 of this Agreement, the
Successor shall be bound to Tenant under all of the terms, covenants and
conditions of the Lease for the unexpired balance of the term thereof remaining
(and any extensions, if exercised), with the same force and effect as if the
Successor were Landlord. Tenant does hereby (i) agree to attorn to the
Successor, including Holder if it be the Successor, as Landlord, and (ii) agree
to make payments of all sums due under the Lease to the Successor, said
attornment and agreement to be effective and self-operative without the
execution of any further instruments, upon the Successor succeeding to the
interest of Landlord under the Lease.
5. Tenant shall not change the terms, covenants, conditions and
agreements of the Lease without the express written consent of Holder in each
instance, except to the extent such change is specifically provided for in the
Lease, or implements a right specifically provided for in the Lease, or may be
made pursuant to the Building Loan Agreement without the Holder's consent. Any
breach of this covenant shall not constitute a default under the Lease or give
rise to any right on the part of Holder to assert that the non-disturbance
provisions of Paragraph 5 hereof are not or will not remain in effect.
6. Tenant will provide Holder with a copy of any notice of default
served upon Landlord under the Lease, which notice shall be delivered in
accordance with the provisions of Paragraph 12 hereof. No notice of termination
of the Lease by Tenant pursuant to Paragraph 25.D. thereof shall be effective
unless Holder has failed to cure the default within thirty (30) days after the
lapse of such time as under the Lease was provided to Landlord to remedy the
default, if any. Nothing herein contained, nor the undertaking by Holder to cure
any default of Landlord under the Lease nor the actual curing of a Landlord
default by Holder, shall in any way limit any rights to which Tenant is entitled
under the Collateral Agreement. Notwithstanding the foregoing, ▇▇▇▇▇▇ recognizes
that under the terms of the Lease, Tenant is entitled to free rent for a sixteen
(16) month period beginning on the Commencement Date (as defined in the Lease)
of the Lease.
7. In the event that a Successor shall succeed to the interests of
Landlord under the Lease, the Successor shall have no obligation, nor incur any
liability, beyond its then interest, if any, in the Property and Tenant shall
look exclusively to such interest of the Successor, if any, in the Property for
the payment and discharge of any obligations imposed upon the Successor
hereunder or under the Lease and the Successor is hereby released or relieved of
any other liability hereunder and under the Lease. ▇▇▇▇▇▇ agrees that with
respect to any judgment which may be obtained or secured by Tenant against the
Successor, Tenant shall look solely to the estate or interest owned by the
Successor in
H-5
163
the Property and Tenant will not collect or attempt to collect any such judgment
out of any other assets of the Successor.
8. In the event that ▇▇▇▇▇▇ notifies Tenant of an Event of Default under
the Mortgage and demands that Tenant pay rent and all other sums due under the
Lease to Holder, ▇▇▇▇▇▇ agrees that (waiving any proof of the occurrence of such
event of default other than receipt of Holder's notice) it shall, subject to its
set-off rights and other rights under the Lease, pay rent and all other sums due
under the Lease directly to Holder, provided that Holder covenants and agrees to
indemnify and hold harmless Tenant from any costs, expenses, claims, demands,
causes of action, damages, or liabilities suffered by Tenant arising from the
demand from Holder that Tenant pay rents or other sums due under the Lease to
Holder.
9. This Agreement may not be modified except by an agreement in writing
signed by the parties or their respective successors in interest. This Agreement
shall inure to the benefit of and be binding upon the parties hereto, their
respective successors and assigns.
10. Nothing contained in this Agreement shall in any way impair or
affect the lien created by the Mortgage except as specifically set forth herein.
11. ▇▇▇▇▇▇ agrees that this Agreement satisfies any condition or
requirement in the Lease relating to the granting of a non-disturbance agreement
with respect to the Mortgage.
12. All notices, demands or requests made pursuant to, under, or by
virtue of this Agreement shall be made in accordance with Paragraph 29 of the
Lease, to the party under this Agreement to whom the notice, demand or request
is being made, which in the case of Holder shall be at the address noted above.
Any party hereto may change the place that notices and demands are to be sent by
written notice delivered in accordance with this Agreement.
13. This Agreement shall be governed by the laws of the State of
Illinois. If any of the terms of this Agreement or the application thereof to
any person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of any such terms to any person
or circumstances other than those as to which it is invalid or unenforceable
shall not be affected thereby, and each term of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
H-6
164
IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be duly executed as of the day and year first above written.
SWISS BANK CORPORATION,
NEW YORK BRANCH
By:
------------------------------
Name:
------------------------
Title:
-----------------------
Attest:
--------------------------
Name:
------------------------
Title:
-----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.
By:
------------------------------
Name:
------------------------
Title:
-----------------------
Attest:
--------------------------
Name:
------------------------
Title:
-----------------------
H-7
165
Acknowledgement and Consent of Landlord
---------------------------------------
Landlord acknowledges and consents to the terms and conditions of the
foregoing Subordination, Non-Disturbance and Attornment Agreement and agrees
that Tenant, upon receipt from Holder of notice that Landlord has defaulted
under the Mortgage and has failed to cure the default within any applicable
grace period set forth in the Mortgage, shall, subject to Tenant's rights under
the Lease, pay to Holder directly all rent and other sums due and to become due
under the Lease regardless of whether such notice is consented to by Landlord;
and Landlord hereby waives any right to demand from Tenant payment to Landlord
of such rent and other sums after ▇▇▇▇▇▇ has sent any such notice to Tenant.
This document is executed by Chicago Title and Trust Company, not
personally but as Trustee as aforesaid in the exercise of the power and
authority conferred upon and vested in it as such Trustee, and under the express
direction of the beneficiaries of a certain Trust Agreement dated April 16,
1985, known as Trust No. 1086781 at Chicago, Illinois, to all provisions of
which Trust Agreement it is expressly made subject. It is expressly understood
and agreed that nothing in this document contained shall be construed as
creating any liability whatsoever against the Trustee, and in particular without
limiting the generality of the foregoing, there shall be no personal liability
to pay any indebtedness accruing hereunder or to perform any covenant, either
express or implied herein contained, to keep preserve or sequester any property
of said Trust and that all personal liability of said Trustee is hereby
expressly waived, and so far as the parties hereto are concerned they shall look
solely to the Trust Estate from time to time subject to the provisions of said
Trust Agreement for the payment thereof.
LANDLORD:
CHICAGO TITLE AND TRUST
COMPANY, an Illinois
corporation, as Trustee
as aforesaid
By:
------------------------------
Name:
------------------------
Title:
-----------------------
Attest:
--------------------------
Name:
------------------------
Title:
-----------------------
H-8
166
STATE OF ILLINOIS: )
) SS.
COUNTY OF COOK )
On the ____ day of __________, 1988, before me personally came
_______________, to me known, who, being duly sworn by me did depose and say he
resides at _________________, that he is the _________________ of ▇▇▇▇▇▇
▇▇▇▇▇▇▇, INC., a Delaware corporation, the corporation mentioned in, and which
executed the foregoing instrument and that he signed his name thereto by order
of Board of Directors of said Corporation.
-----------------------------
Notary Public
My Commission Expires:
-----------------------------
STATE OF ILLINOIS: )
) SS.
COUNTY OF COOK )
On the ____ day of __________, 1988, before me personally came
________________, to me known, who, being duly sworn by me did depose and say he
resides at ____________________, that he is the _______________ of ▇▇▇▇▇▇
▇▇▇▇▇▇▇, INC., a Delaware corporation, the corporation mentioned in, and which
executed the foregoing instrument and that he signed his name thereto by order
of Board of Directors of said Corporation.
-----------------------------
Notary Public
My Commission Expires:
-----------------------------
H-9
167
STATE OF ILLINOIS: )
) ss.
COUNTY OF COOK )
On the ___ day of _________, 1988, before me personally came
_________________, to me known, who, being duly sworn by me did depose and say
he resides at _________________, that he is the ____________________ of SWISS
BANK CORPORATION, a branch of a banking corporation organized under the laws of
Switzerland, the corporation mentioned in, and which executed the foregoing
instrument and that he signed his name thereto by order of Board of Directors of
said Corporation.
-----------------------------
Notary Public
My Commission Expires:
-----------------------------
STATE OF ILLINOIS: )
) ss.
COUNTY OF COOK )
On the ___ day of __________, 1988, before me personally came
_______________, to me known, who, being duly sworn by me did depose and say he
resides at ____________________, that he is the _______________ of SWISS BANK
CORPORATION, a branch of a banking corporation organized under the laws of
Switzerland, the corporation mentioned in, and which executed the foregoing
instrument and that he signed his name thereto by order of Board of Directors of
said Corporation.
-----------------------------
Notary Public
My Commission Expires:
-----------------------------
H-10
168
STATE OF ILLINOIS: )
) ss.
COUNTY OF COOK )
On the ___ day of _________, 1988, before me personally came
________________, to me known, who, being duly sworn by me did depose and say he
resides at _________________, that he is the __________________ of CHICAGO TITLE
AND TRUST COMPANY, an Illinois corporation, the corporation mentioned in, and
which executed the foregoing instrument and that he signed his name thereto by
order of Board of Directors of said Corporation.
-----------------------------
Notary Public
My Commission Expires:
-----------------------------
STATE OF ILLINOIS: )
) ss.
COUNTY OF COOK )
On the ___ day of ________, 1988, before me personally came
_____________, to me known, who, being duly sworn by me did depose and say he
resides at ____________________, that he is the __________________ of CHICAGO
TITLE AND TRUST COMPANY, an Illinois corporation, the corporation mentioned in,
and which executed the foregoing instrument and that he signed his name thereto
by order of Board of Directors of said Corporation.
-----------------------------
Notary Public
My Commission Expires:
-----------------------------
H-11
169
EXHIBIT A TO SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
100 NORTH RIVERSIDE
-------------------
LEGAL DESCRIPTION OF LAND
-------------------------
PARCEL 1 (THE FEE PARCEL):
ALL OF WEST WATER STREET LYING SOUTH OF THE SOUTH LINE OF ▇▇▇▇▇▇▇▇ STREET, LYING
NORTH OF THE NORTH LINE OF WASHINGTON STREET, LYING WEST OF AND ADJOINING
WHARFING LOTS 1 TO 5, BOTH INCLUSIVE, IN BLOCK "0" IN ORIGINAL TOWN OF CHICAGO
IN THE SOUTH PART OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD
PRINCIPAL MERIDIAN, AND LYING EAST OF A DIRECT LINE DRAWN FROM A POINT ON THE
SOUTH LINE OF LOT 9 IN BLOCK 44 IN ORIGINAL TOWN OF CHICAGO, 41.87 FEET EAST OF
THE SOUTH WEST CORNER OF SAID LOT 9, TO A POINT ON THE NORTH LINE OF LOT 1 IN
SAID BLOCK 44, 85.70 FEET EAST OF THE NORTH WEST CORNER OF SAID LOT 1, AS SHOWN
AND LOCATED ON THE PLAT RECORDED AUGUST 18, 1855, AS DOCUMENT NUMBER 62008 IN
COOK COUNTY, ILLINOIS.
PARCEL 2 (THE GROUND LEASE PARCEL):
THAT PART OF LOTS 1, 4, 5, 8 AND 9 LYING WEST OF A DIRECT LINE DRAWN FROM THE
POINT OF INTERSECTION OF THE WEST LINE OF WEST WATER STREET AND THE SOUTH LINE
OF SAID LOT 9, BEING A POINT ON THE SOUTH LINE OF LOT 9 APPROXIMATELY 41.87 FEET
EAST OF THE SOUTH WEST CORNER OF LOT 9, TO THE POINT OF INTERSECTION OF THE WEST
LINE OF WEST WATER STREET AND THE NORTH LINE OF LOT 1, BEING APPROXIMATELY 85.70
FEET EAST OF THE NORTH WEST CORNER OF LOT 1 IN BLOCK 44 IN ORIGINAL TOWN OF
CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE MAP OF THE TOWN OF CHICAGO BY ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DATED
AUGUST 4, 1830 AND FILED FOR RECORD MAY 29, 1837 AND RECORDED JULY 6, 1837 IN
BOOK H OF MAPS, PAGE 298 AS DOCUMENT 5060 IN COOK COUNTY, ILLINOIS.
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170
EXHIBIT I TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
RULES AND REGULATIONS
---------------------
1. The sidewalks, halls, passages, and stairways shall not be obstructed
by Tenant and Landlord shall retain the right of reasonable control and prevent
access thereto of all persons whose presence in the reasonable judgment of
Landlord shall be prejudicial to the safety, character, reputation and interest
of the Building and its tenants. Nothing herein contained shall be construed to
prevent such access to persons with whom Tenant normally deals in the ordinary
course of its business unless such persons are engaged in illegal activities.
The Landlord shall from time to time establish reasonable security controls and
regulations for the purpose of regulating access to the Building. Tenant shall
cooperate and participate in all reasonable security programs affecting the
Building.
2. The sashes, sash doors, windows, glass lights and any lights or
skylights that reflect or admit light into multi-tenant halls or other common
areas of the Building shall not be covered or obstructed without Landlord's
consent. The toilet rooms, water and wash closets and other water apparatus
shall not be used for any purpose other than that for which they were
constructed and no foreign substances of any kind whatsoever shall be thrown
therein.
3. Tenant shall not install any curtain, blind, shade or screen in
connection with any window or door of the Premises without Landlord's prior
consent, which shall not be unreasonably withheld or delayed, provided that such
curtain, blind, shade or screen does not affect the aesthetics of the exterior
of the Building and does not increase the cost of cleaning. No awning shall be
permitted on any part of the Premises.
4. No safes or other objects heavier than the lift capacity of the
freight elevators of the Building shall be brought into or installed on the
Premises. Tenant shall not place a load upon any floor of the Premises which
exceeds the load per square foot which is allowed by law. The moving of safes
shall occur only between such hours as may be reasonably designated by, and only
upon previous notice to, Landlord. Freight, furniture and other bulky matter
shall be received into the Building and carried into the elevators during hours
and in a manner reasonably approved by Landlord.
5. Tenant shall not use or permit to be used any foul or noxious gas or
substance in the Premises or permit or suffer the Premises to be occupied or
used in a manner that is dangerous to other tenants and occupants of the
Building by reason of noise, odor and/or vibrations, nor shall any animals or
birds (except seeing eye dogs) be kept in or about the Building.
6. Except for printing and cleaning solvents used in Tenant's printing
and painting operations, which shall be used and stored in accordance with
governmental regulations and manufacturer's specifications, Tenant shall not use
or permit to be brought into or kept in the Premises or on the property any
inflammable oils or fluids, or any explosive or other articles deemed hazardous
to person or property; or do or permit to be
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done any act or thing which will invalidate or be in conflict with fire or other
insurance policies covering the property or its operation, or the Premises, or
part of either; or do or permit to be done anything in or upon the Premises
which shall not comply with all rules, orders, regulations or requirements of
the Illinois Inspection and Rating Bureau, the Fire Insurance Rating
Organization, the Board of Fire Underwriters, or any similar organization (and
Tenant shall at all times comply with all set rules, regulations or
requirements), or which shall increase the rate of insurance on the Building,
its appurtenances or contents. If by reason of the failure of Tenant to comply
with the provisions of this paragraph, any insurance payable by Landlord for all
or any part of the Building increased above normal insurance premiums for
insurance not covering the items aforesaid, Landlord shall have the right
specified in Paragraph 12 of the Lease.
7. Tenant, upon termination of the tenancy, shall deliver to Landlord
all keys of offices, rooms and toilet rooms which have been furnished Tenant or
which Tenant shall have made.
8. Except as permitted in the Lease and for normal decorating, Tenant
shall not install any floor covering in the Premises without the Landlord's
prior approval of the manner and method of applying such floor covering.
9. On Saturdays (except from 8:00 A.M. to 1:00 P.M.), Sundays and
Holidays (as defined in the Lease) and other days between the hours of 6:00 P.M.
and 7:00 A.M. the following day, access to the Building, halls, corridors,
elevators or stairways in the Building, may be restricted so that access may be
gained only by exhibiting an appropriate security pass or by otherwise complying
with the established building security regulations.
10. Except as provided in the Lease, ▇▇▇▇▇▇ assumes responsibility for
reasonably protecting the Premises from theft, robbery and pilferage which
includes keeping doors locked and windows and other means of entry to the
Premises closed.
11. Door keys or other entry devices for doors in the Premises will be
furnished at the commencement of the Lease by Landlord. Tenant shall have the
absolute right to affix additional locks or other entry devices on doors to and
throughout the Premises, provided Tenant furnishes Landlord with door keys for
such additional locks or access for other entry devices.
12. Tenant shall cooperate reasonably with Landlord to assure the most
effective operation of the Building's heating and air conditioning and Tenant
shall refrain from adjusting any controls of the Building's heating and
air-conditioning other than of thermostats in the Premises installed for
Tenant's use. Tenant shall keep public corridor doors closed and shall not open
any windows except that if the air circulation shall not be in operation,
windows which are openable may be opened.
13. Except as permitted in the Lease, Tenant shall not do any cooking in
the Premises.
14. Except as permitted in the Lease, Tenant shall not paint, display,
inscribe or affix any sign, trademark, picture, advertising, notice, lettering
or direction on any part of the outside or inside of the Building, or on the
Premises, except on the public hallway doors of the Premises.
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172
15. Tenant shall not advertise the business, profession or activities of
Tenant in any manner which violates the letter or spirit of any code of ethics
adopted by any recognized association or organization pertaining thereto. Other
than Tenant for so long as Tenant has the right to name the Building pursuant to
the terms of the Lease, no occupant or other tenant of the building (other than
Tenant) shall use the name of the Building for any purpose other than street
address, or use any picture or likeness of the Building, or any other name by
which the Building may from time to time be known on any letterhead, envelope,
circular, notice, advertisement, container or wrapping material without the
prior written consent of Landlord.
16. Except as provided in the Lease, Tenant shall not place any radio or
television antenna aerial wires or other equipment in any part of the inside or
outside of the Building other than the inside of the Premises; operate or permit
to be operated any musical or sound producing instrument or device inside or
outside the Premises which may be heard outside the Premises, operate any
electrical device which may interfere with or impair radio or television
broadcasting or reception from or in the Building or elsewhere.
17. Tenant shall not place anything or allow anything to be placed near
the glass of any door, partition, or window which may be unsightly from outside
the Premises; take or permit to be taken in or out of other entrances of the
Building, or take or permit on other elevators, any item normally taken in or
out through the trucking concourse or service doors or in or on freight
elevators; or, whether temporarily, or otherwise, allow anything to remain in,
place or store anything in, or obstruct in any way, any passageway, exit,
stairway, elevator, shipping platform, or truck concourse. Tenant shall lend its
reasonable cooperation to keep such areas free from all obstructions and in a
clean and sightly condition and move all supplies, furniture and equipment
promptly after receipt directly to the Premises and move all such items and
waste, other than waste customarily removed by employees of the Building, being
taken from the Premise directly to the shipping platform at or about the time
arranged for removal therefrom.
18. Except as permitted under the Lease and for normal decorating,
Tenant shall not do any painting or decorating in the Premises, or mark, paint,
cut or drill into, drive nails or screws into, or in any way deface any part of
the Premises or the Building, outside or inside, without the prior written
consent of Landlord.
19. Bicycles shall not be permitted in the Building, except in
designated locations which are reasonably acceptable to Tenant and Landlord.
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EXHIBIT J TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
MEMORANDUM OF LEASE
-------------------
This Memorandum of Lease dated as of August 31, 1988 by and between
Chicago Title and Trust Company, not personally but solely as Trustee under
Trust Agreement dated April 16, 1985 and known as Trust No. 1086781 (hereinafter
referred to as "Landlord"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc., a Delaware corporation
(hereinafter called "Tenant").
WITNESSETH:
That by lease (hereinafter called "Lease") made as of August 31, 1988,
Landlord has demised and leased to Tenant, and Tenant has leased from Landlord
the Premises ("Premises") commonly known as the 25th through 36th floors in the
building (the "Building") constructed on the land legally described on Exhibit
"1" attached hereto and made an integral part hereof, and commonly known as 100
North Riverside in the City of Chicago, Cook County, Illinois, together with all
appurtenances thereto, commencing on the completion of certain improvements to
be installed in the Premises, for an initial term of sixty-five (65) years as to
a portion thereof.
This Memorandum of Lease is made and recorded to give notice of the
existence of the tenancy created by the Lease. The Lease grants to Tenant
certain rights to expand the Premises, and certain rights to extend the term of
the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Memorandum of
Lease to be fully executed and sealed as of the day and year first above
written.
LANDLORD:
CHICAGO TITLE AND TRUST COMPANY,
not personally but as Trustee
aforesaid
ATTEST: By:
---------------------------- ------------------------------
Title: Title
-------------------- ------------------------
(CORPORATE SEAL)
TENANT:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC., a Delaware
corporation
ATTEST: By:
---------------------------- ------------------------------
Title: Title
-------------------- ------------------------
(CORPORATE SEAL)
This document was prepared by Street Address of Property:
[and when recorded return to]: All of vacated West Water
▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇ Street south of ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and north of
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chicago, Illinois
(▇▇▇) ▇▇▇-▇▇▇▇ P.I.N.____________________
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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174
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
The foregoing instrument was acknowledged before me this ______ day of
_________, by ____________________ and ___________________, the
__________________ and ____________________ respectively of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
-------------------------------
Notary Public
My Commission Expires:_______________
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
The foregoing instrument was acknowledged before me this _____ day of
__________, by ________________________________ and
______________________________, the ____________________ and
_________________________ respectively of Chicago Title and Trust Company, as
Trustee aforesaid.
-------------------------------
Notary Public
My Commission Expires:__________
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175
EXHIBIT 1 TO MEMORANDUM OF LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
LEGAL DESCRIPTION OF LAND
-------------------------
PARCEL 1 (THE FEE PARCEL):
ALL OF WEST WATER STREET LYING SOUTH OF THE SOUTH LINE OF ▇▇▇▇▇▇▇▇ STREET, LYING
NORTH OF THE NORTH LINE OF WASHINGTON STREET, LYING WEST OF AND ADJOINING
WHARFING LOTS 1 TO 5, BOTH INCLUSIVE, IN BLOCK "O" IN ORIGINAL TOWN OF CHICAGO
IN THE SOUTH PART OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD
PRINCIPAL MERIDIAN, AND LYING EAST OF A DIRECT LINE DRAWN FROM A POINT ON THE
SOUTH LINE OF LOT 9 IN BLOCK 44 IN ORIGINAL TOWN OF CHICAGO, 41.87 FEET EAST OF
THE SOUTH WEST CORNER OF SAID LOT 9, TO A POINT ON THE NORTH LINE OF LOT 1 IN
SAID BLOCK 44, 85.70 FEET EAST OF THE NORTH WEST CORNER OF SAID LOT 1, AS SHOWN
AND LOCATED ON THE PLAT RECORDED AUGUST 18, 1855, AS DOCUMENT NUMBER 62008 IN
COOK COUNTY, ILLINOIS.
PARCEL 2 (THE GROUND LEASE PARCEL):
THAT PART OF LOTS 1, 4, 5, 8 AND 9 LYING WEST OF A DIRECT LINE DRAWN FROM THE
POINT OF INTERSECTION OF THE WEST LINE OF WEST WATER STREET AND THE SOUTH LINE
OF SAID LOT 9, BEING A POINT ON THE SOUTH LINE OF LOT 9 APPROXIMATELY 41.87 FEET
EAST OF THE SOUTH WEST CORNER OF LOT 9, TO THE POINT OF INTERSECTION OF THE WEST
LINE OF WEST WATER STREET AND THE NORTH LINE OF LOT 1, BEING APPROXIMATELY 85.70
FEET EAST OF THE NORTH WEST CORNER OF LOT 1 IN BLOCK 44 IN ORIGINAL TOWN OF
CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE MAP OF THE TOWN OF CHICAGO BY ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DATED
AUGUST 4, 1830 AND FILED FOR RECORD MAY 29, 1837 AND RECORDED JULY 6, 1837 IN
BOOK H OF MAPS, PAGE 298 AS DOCUMENT 5060 IN COOK COUNTY, ILLINOIS.
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EXHIBIT K TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
100 NORTH RIVERSIDE
-------------------
ROOFTOP COMMUNICATIONS SPACE
----------------------------
[EXHIBIT OMITTED]
K-1
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EXHIBIT L TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
CAFETERIA LOCATION
------------------
[EXHIBIT OMITTED]
178
EXHIBIT M TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
EXPANSION SPACE
---------------
If none or part of the 24th floor is leased by Tenant as Part 4, the initial
sequence of Expansion Space will be as shown in Column 1, below.
If the 24th floor or the 24th floor and part of the 23rd floor are leased by
Tenant as Part 4, the initial sequence of Expansion Space will be as shown in
Column 2, below.
If the 24th floor and the 23rd floor or the 24th floor, 23rd floor and part of
the 22nd floor are leased by Tenant as Part 4, the initial sequence of Expansion
Space will be as shown in Column 3, below.
If the 24th, 23rd, and 22nd floors are leased by Tenant as Part 4, the initial
sequence of Expansion Space will be as shown in Column 4.
In order to be deemed to have offered to Tenant Expansion Space which
constitutes the eastern half of a floor, Landlord must include in such Expansion
Space at least that area shaded on the plan on page M-2.
INITIAL SEQUENCE SHOWING YEARS IN WHICH HALF FLOORS
---------------------------------------------------
ARE TO BE AVAILABLE FOR EXPANSION
---------------------------------
FLOOR COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4
----- -------- -------- -------- --------
24* 5th - - -
23* 10th 5th - -
22 (east half) 15th 10th 5th -
22 (west half) 20th 15th 10th 5th
21 (east half) 25th 20th 15th 10th
21 (west half) 30th 25th 20th 15th
20 (east half) 35th 30th 25th 20th
20 (west half) 40th 35th 30th 25th
19 (east half) 45th 40th 35th 30th
19 (west half) 50th 45th 40th 35th
18 (east half) 55th 50th 45th 40th
18 (west half) 60th 55th 50th 45th
17 (east half) - 60th 55th 50th
17 (west half) - - 60th 55th
16 (east half) - - - 60th
* Since the 23rd and the 24th floors are partially used for mechanical
space, it is agreed that the portions of the floors which are not
mechanical space are equivalent to half floors.
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179
EXHIBIT M TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ RIVERSIDE
-------------------
EXPANSION SPACE
---------------
[EXHIBIT OMITTED]
M-2
180
EXHIBIT N TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
CPI ADJUSTMENT LIMITS
---------------------
FRACTION LIMITS
FRACTION FOR BALANCE OF
CPI YEAR LIMITS FOR PART 1 PREMISES
-------- ----------------- ---------------
1 2/100 2/100
2 4.04/100 4/100
3 6.12/100 6/100
4 8.24/100 8/100
5 10.41/100 10/100
6 12.62/100 12/100
7 14.87/100 14/100
8 17.17/100 16/100
9 19.51/100 18/100
10 21.90/100
11 24.34/100
12 26.82/100
13 29.36/100
14 31.19/100
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181
EXHIBIT O TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
ZONING LAWSUIT
--------------
American National Bank and Trust Company, as Trustee under Trust Number 49223,
Plaintiff, v. The City of Chicago, a municipal corporation, Defendant, and
Rubloff, Inc., a corporation, Intervenor-Defendant, No. 87 CH 9660, in the
Circuit Court of Cook County, Illinois, County Department, Chancery Division.
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182
EXHIBIT P TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
IBT ENTRANCE SIGNAGE
--------------------
[EXHIBIT OMITTED]
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WXHIBIT Q TO OFFICE LEASE FOR
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
OFFERED SPACE 19TH FLOOR
------------------------
[EXHIBIT OMITTED]
Q-1
184
EXHIBIT C
The attached demolition and alterations are approved subject to any
necessary consents by Landlord under the Master Lease and provided that the
alterations are consistent in design with and of a quality comparable to the
existing improvements.