Exhibit 99.3
STORAGE LEASE AGREEMENT
State of Illinois County of ▇▇▇▇
THIS LEASE AGREEMENT is made and entered into this 21st day of April, 1994
by and between the Lessor and Lessee hereinafter named.
The following Definitions and Basic Provisions shall be construed in conjunction
with and limited by the references thereto in other provisions of this Lease:
(a) "Lessor": 1800 ▇▇▇▇▇▇▇ Associates, an Illinois General Partnership, by
its agent Equity Office Properties, Inc.
(b) "Lessee": Cass Communications, Incorporated, an Illinois Corporation
(c) "Premises": approximately 1,290 square feet on floor 9 (________) in
the Building known as The ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, such Premises being
shown and outlined on the plan attached hereto and labeled as
Exhibit(s) A.
(d) "Lease Term": a period of 111 months commencing on May 1, 1994, and
ending on July 31, 2003.
(e) "Base Monthly Rent": the sum of $860.00 due and payable on or before
the first day of each calendar month at the office of Lessor during the
Lease Term without prior demand. The Base Monthly Rent shall increase
by six percent (6%) on each January 1 that this Lease is in effect.
(f) "Prepaid Rental": $ N/A, representing payment of the Base Monthly Rent
for the first month of the Lease Term.
(g) "Security Deposit": $ N/A
(h) "Permitted Use": office storage
(i) Exhibits consisting of 4 pages with sections labeled consecutively A
through B are attached hereto, initialed by both parties, and made a
part hereof.
(j) "Calendar Year": a twelve-(12) month period commencing January 1 and
ending December 31.
Granting Clause. In consideration of the obligation of Lessee to pay rent as
herein provided, and in consideration of the other terms, covenants and
conditions hereof, Lessor hereby demises and leases to Lessee, and Lessee hereby
takes from Lessor, the Premises for the Lease Term specified upon the terms,
covenants, and conditions set forth in this Lease. This Lease is conditioned
upon faithful performance by Lessee of the following agreements, covenants,
rules and regulations, herein set out and agreed to by Lessee.
Payments
(a) Lessee shall pay to Lessor all rents and sums required to be paid under
this Lease without demand at the times and in the manner provided. The
obligation of Lessee to pay rent is an independent covenant, and no act
or circumstance, whether constituting breach of any covenant by Lessor
or not, shall release Lessee of this obligation.
(b) Lessee shall pay to Lessor a reasonable charge (or all replacements of
electric lamps, fluorescent or otherwise, and ballasts following the
initial installation by Lessor.
(c) Lessee shall pay to Lessor as rent all charges for any miscellaneous
services, goods, or materials furnished by Lessor at Lessee's request
which are not required to be furnished by Lessor under this Lease.
(d) Lessee shall pay Lessor for utilities as provided in attached Exhibit
N/A, which is incorporated herein.
(e) In the event that payment of any amount required to be paid pursuant to
this Lease is not made within 5 calendar days of when due, a service
fee of five percent (5%) of the entire said amount will be added and
owing as additional rent, due immediately to Lessor.
(f) All payments shall be paid to the order of 1800 ▇▇▇▇▇▇▇ Associates.
1. Transfer of Lessor's Rights. Lessor shall have the right to transfer
and assign, in whole or in part, all and every feature of its rights and
obligations hereunder and in the Building and the real estate associated
therewith. Such transfers or assignments, howsoever made, are to be fully
respected and recognized by Lessee. Any such transfer shall operate to
release Lessor from further liabilities under this Lease. This Lease shall
inure to the benefit of the Lessor and its successors and assigns; and with
the written consent of Lessor first had, to the benefit of the heirs,
executors and/or administrators, successors and assigns of Lessee.
2. Possession. If for any reason the Premises ar not ready for occupancy
by Lessee at the time of commencement of this Lease, thisease shall not be
affected thereby, and Lessee waiver and releases all claims for damages
arising out of any such delay. No rent shall be payable for site period
during which the Premises shall not be ready for occupancy unless such
delay is caused by Lessee. By moving into the Premises or taking possession
thereof, Lessee accepts the Premises as is and suitable for the purposes
for which the same are leased and accepts the Building and each and every
appurtenance thereof. Lessee by said act waives any and all defects
therein.*
3. Indemnity, Liability and Loss or Damage. Lessor shall not be liable to
Lessee or Lessee's agents, employees, guests, invitees, or to any person
claiming by, through or under Lessee for any injury to person, loss or
damage to property, or for loss or damage to business, occasioned by or
through the acts or omissions of Lessor or any other person, or by any
other cause whatsoever except for Lessor's gross negligence or willful
misconduct. To the extent Lessor is not prevented by law from contracting
against such liability, Lessee shall indemnify Lessor, its principals,
agents, beneficiaries, and employees and save them harmless from all suits,
actions, damages, liabilities, and expenses in connection with the loss of
life, bodily or personal injury, or property damage arising from or out of
any occurrence in, upon, as, or from the Premises. If Lessor shall, without
fault on its part, be made a party to any action commenced by or against
Lessee, Lessee shall protect and hold Lessor harmless and shall pay all
costs, expenses, and attorney's fees.
4. Legal Use. Lessee will not occupy or use, nor permit any portion of
the Premises so be occupied or used for arty purpose other than as
specified in the Definitions and Basic Provisions portion of this Lease,
nor for any business or purpose which is unlawful in part or in whole or
deemed to be disreputable or hazardous in any manner. Lessee will conduct
its business and control its agents, employees, and invitees in such a
manner so as not to create any nuisance, interfere with, annoy, or disturb
other tenants or Lessor in the management of the Building. Lessee will
maintain the Premises ins clean and healthful condition and comply with all
laws, ordinances, orders, rules and regulations (state, federal, municipal,
and other entities asserting jurisdiction over the Premises) with reference
so the use and occupancy of the Premises.
Lessee shall not permit anything to be done which will in any way
increase the rates of insurance on the Building or its contents. In the
event that, by reason of any acts of Lessee or its conduct of business,
there shall be an increase in the rate of insurance on the Building or its
contents. Lessee hereby agrees to pay any and all such increase. Payment by
Lessee of any such rate increase shall not be a waiver of Lessee's duty to
comply herewith.
5. Insurance. During the term of this Lease and any extension thereof,
Lessee shall, at its own cost and expense, maintain and provide Commercial
General Liability insurance coverage for the benefit and protection of
Lessor and Lessee, naming both as insureds in an amount not less than
$1,000.000 Combined Single Limit per occurrence with an aggregate of
$2,000,000. Lessee shall also carry "all risk" physical loss insurance
coverage for the full replacement cost of all additions, improvements, and
alterations to the Premises, and all items of Lessee's personal property
in, on, or shout the Premises. All insurance provided hereunder shall be
secured from responsible companies acceptable to Lessor and qualified to do
business in the state where the Premises are located. Prior to the
Commencement Date of the Lease Term, Lessee shall furnish Lessor with
certificates evidencing such coverage stating that such coverage may not be
changed or cancelled by the insurer or Lessee without at least thirty (30)
days prior written notice to Lessor.
*If Lessee takes possession of the Premises prior to the Commencement Date for
any reason whatsoever such possession shall be subject to all the terms and
conditions of the Lease and Lessee shall pay Base Monthly Rent to Lessor on a
per diem basis for each day of occupancy prior to the Commencement Date.
6. Waiver of Subrogation. The parties hereby intend that the risks of
loss, damage, and injury in connection with this Lease, Lessor's ownership
and operation of the Building and Project, and Lessee's leasing and
occupancy of the Premises are to be allocated as far as possible to
insurance. Therefore, Lessor and Lessee each hereby waive all claims,
actions, and demands against each other, and each hereby releases the other
from all liability, to the maximum extent permitted by law for any loss,
damage or injury to business, persons or property of any kind or nature, to
the extent such loss, damage, or injury is compensated by insurance. The
foregoing waivers shall not apply to the extent such waivers would operate
to invalidate or preclude recovery under any policies of insurance or where
endorsements to such insurance policies recognizing such waivers are not
available at reasonable cost.
7. Alterations, Additions, Improvements. Lessee shall not make
alterations in or additions or improvements to the Premises without
Lessor's prior written consent. All such work shall: (a) be at Lessee's
expense; (b) comply with all insurance requirements said with all
applicable ordinances, regulations, and statutes of the jurisdictions in
which the Premises are located; (c) in Lessor's judgment, be performed
using new materials its a good and workmanlike manner, in accordance with
sound building practices; and (d) not interfere with other lessees' use of
their premises within the Building. Before undertaking any alterations or
construction, Lessee shall pay for and deliver to Lessor a public liability
policy insuring Lessor and Lessee against any liability which may arise on
account of such proposed alterations or construction work in a form and
amounts reasonably acceptable to Lessor. All such alterations, additions or
improvements shall be of new or completely reconditioned materials and,
except as otherwise provided herein, shall remain the property of Lessor.
Lessor shall have the right at any lime to alter, repair, or improve
any portion of the Premises and the Building. Lessor and its
representatives for any such purpose may enter on and about tine Premises
or the Building with such material, and erect scaffolding and all other
necessary structures. Lessee waives any claim for any damage or
inconvenience which may arise unless caused solely by Lessor's gross
negligence.
8. Fire Damage.
(A) If the Premises or the Building shall be damaged by any cause or
means whatsoever not caused or contributed to by the negligence or fault of
Lessee, its employees, servants, agents, or visitors, and if said damage
can be repaired within a period of sixty (60) working days by using
standard working methods and procedures, Lessor shall, within a reasonable
time after the occurrence of said damage, enter and make repairs, and this
Lease shall not be affected and shall continue in full force and effect.
(B) However, if said damage cannot be repaired within a period of sixty
(60) working days by using standard working methods and procedures, Lessor
shall have the option of either (a) terminating this Lease as of Site date
of such occurrence and Lessee shall pay rent hereunder to such date and
immediately surrender the Premises to Lessor or (b) keeping this Lease in
full force and effect and restoring the Premises to substantially the same
condition as existed prior to the date of such occurrence. Lessor shall
give written notice of the option selected within the aforementioned sixty-
(60) day period.
(C) If Lessor so elects to continue this Lease and restore the Premises,
Lessor shall within a reasonable time after said notice enter and make
repairs. This Lease shall not be affected thereby, except that rents
hereunder shall be reduced or abated while such repairs are being made for
the period of time and in the proportion that the Premises are
untenantable.
(D) However, if such damage is contributed to or results from the fault
of Lessee, Lessee's employees, servants, agents, or visitors, such damage
shall be repaired by and at the expense of Lessee under the control,
direction, and supervision of Lessor. In such event, all rents due so
Lessor shall continue without abasement or reduction regardless of the
length of time of repair.
(E) The completion of repairs of all such damage is subject to reasonable
delays which may result from but not be limited so the following: the
survey of such damage, obtaining plans and drawings, negotiating contracts
for repair, adjustment for insurance loss, strikes, labor difficulties,
unavailability of material, or other causes beyond the control of the party
obligated to make such repairs.
9. Repairs and Re-entry. Lessee will, at Lessee's own coat and expense,
keep the Premises in sound condition and good repair, and shall repair or
replace any damage or injury done to the Building or any part thereof by
Lessee or Lessee's employees, servants, agents, or visitors. If Lessee
fails to make such repairs or
replacements within fifteen (15) days of occurrence, Lessor may at its
option make such repairs or replacements, and Lessee shall repay all costs
thereof, plus a twenty percent (20%) administrative fee, so Lessor on
demand as additional rent. Lessee will not commit or allow any waste or
damage to be committed on any portion of the Premises. Lessee shall at
termination of this Lease by lapse of time or otherwise, deliver up the
Premises to Lessor in as good condition as at date of possession (ordinary
wear and tear excepted) and Lessor shall have the right to re-enter and
resume possession of the Premises whether or not the Premises have been
vacated by Lessee. It is the responsibility of Lessee to restore the
Premises to the condition that existed when Lessee first took possession if
Lessor so requests.
10. Attorney's Fees. In case Lessee defaults so the performance of any of
the terms, covenants, agreements, or conditions contained in this Lease,
and Lessor places the enforcement of this Lease, or any pass thereof, in
the hands of an attorney or files suit upon the same, Lessee agrees to pay
any and all attorney's fees, colts, and expenses through any appeal period.
11. Entry for Repairs and Inspection. Lessee will permit Lessor, its
respective officers, agents, and representatives to enter into and upon all
parts of the Premises, as all reasonable hours to inspect clean, repair,
make alterations and additions as Lessor may deem necessary, and for any
other valid business reason. Lessee shall not be entitled to any abatement
or reduction of rent by reason thereof.
12. Lien for Rent. In consideration of the mutual benefits arising by
virtue of this Lease, Lessee does hereby grant to Lessor an express
contract lien on and a security interest in all property of Lessee now or
hereinafter placed in or upon the Premises (except such property or
merchandise as may he exchanged, replaced, or sold from time to time in the
ordinary course of Lessee's operations or trade) and also upon all proceeds
of any insurance which may accrue to Lessee by reason of damage or
destruction of any such property. Said property is hereby subjected to a
lien in favor of Lessor and shall be and remain subject to such a lien for
the payment of all rents and other sums agreed to be paid by Lessee herein.
Said lien shall be in addition to and cumulative of the Lessor's lien
provided by law.
13. Severability; Captions. If any clause or provision of this Lease is
illegal, invalid, or unenforceable under present or future laws effective
during the Lease Term, it is the intention of both parties that the
remainder of this Lease shall not be affected thereby. It is also the
intention of site parties that in lieu of each clause or provision that is
illegal, invalid, or unenforceable there be added as part of this Lease a
clause or provision similar in terms which shall make such clause or
provision legal, valid, and enforceable. The caption of each paragraph is
added as a matter of convenience only and shall be considered to be of no
effect in the construction of any provision or provisions of this Lease.
14. Security Deposit. Upon the occurrence of any default by Lessee, Lessor
may, from time to time, without prejudice to any other remedy, use the
Security Deposit so the extent necessary to make good any arrearage of rent
and any other damage, injury, expense, or liability caused to Lessor by
such default. Said Security Deposit shall not be considered an advance
payment of any rent or a measure of Lessor's damages in case of default by
Lessee. Said Security Deposit shall be refunded to Lessee after the
termination of this Lease and after all obligations of Lessee under the
Lease have been fulfilled.
15. Entire Agreement. It is expressly agreed by Lessee, as a material
consideration for the execution of this Lease, that there are and were no
verbal representations, understandings stipulations agreements, or promises
pertaining thereto not incorporated in writing herein. This Lease shall not
be altered, waived, amended, extended, or otherwise except in writing
signed by both Lessor and Lessee. Any such addenda shall become a part of
this Lease to the full extent as if incorporated herein.
16. Execution; Exculpation. The submission of this Lease by Lessor, its
agent or representative, for examination or execution by Lessee does not
constitute an option or offer to lease the Premises upon the terms and
conditions contained herein or a reservation of the Premises in favor of
Lessee. It is intended that this Lease shall only become effective upon
execution by Lessor and delivery of a fully executed counterpart to Lessee.
It is expressly understood and agreed by Lessee that any
representations, warranties, covenants, undertakings, and agreements made
on the part of Lessor have not been made with the intention of binding
Lessor personally, but rather for the purpose only of subjecting Lessor's
interest in the Building and the Premises to the terms of this Lease and
for no other purpose. Such exculpation of liability shall be absolute amid
without exceptions whatsoever.
17. Notices. Any notice required or permitted to be given hereunder by one
party to the other shall be deemed to be given when personally delivered or
addressed and mailed to the respective party to whom notice is intended to
be given at the following address of such party. Notices pertaining to
Lease Term, options, cancellations, renewals, etc., must be delivered via
certified or registered mail (return receipt requested).
If to Lessee If to Lessor
Cass Communications Equity Office Properties*
1800 ▇▇▇▇▇▇▇, Suite 300 1800 ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
18. Brokers. Lessee represents and warrants to Lessor that neither it,
its officers, agents, nor anyone on its behalf has dealt wish any real
estate broker in the negotiation or making of this Lease. Lessee agrees to
indemnify and hold Lessor harmless from the claim or claims of any broker
or brokers claiming to have interested Lessee in the Building or Premises
or claiming to have caused Lessee to enter into this Lease.
19. Rights to Terminate. This Lease may be terminated by either party at
any time provided that 30 days prior written notice is given to other
party. However, Lessee may not terminate this Lease during the first twelve
(12) months of the Agreement.
20. Rules of the Building. Lessee, Lessee's agents, employees, and
invitees will comply fully with the rules and regulations of the Building
attached hereto and incorporated herein. Lessor shall at all times have the
right to change such rules and regulations in such reasonable manner as may
be deemed advisable for the safety, care, cleanliness of the Building, its
tenanted areas, and the preservation of good order therein. All such
changes and amendments will be forwarded to Lessee in writing and shall be
carried out and observed by Lessee.
21. Assignment or Subletting by Lessee. Lessee will not mortgage, assign,
transfer or otherwise encumber this Lease, or allow same to be assigned by
operation of law or otherwise, or sublet site Premises or any part thereof,
without site prior written consent of Lessor.
22. Liens by Lessee. Lessee shall keep the Premises and the real estate of
which the Premises forms a part free from any liens arising out of any work
performed, materials furnished, or obligations incurred by Lessee. In the
event that Lessee shall not, within live (5) days following the imposition
of any such lien, cause the same to be released of record by payment or
bonding over said lien. Lessor shall have, in addition to all other
remedies provided herein and by law, the right but not the obligation to
cause the same to be released by such means as it shall deem proper. All
sums paid by Lessor and all expenses incurred by it in connection therewith
shall automatically create an obligation of Lessee to pay, on demand, an
equivalent amount times two (2). No work which Lessor permits Lessee to
perform shall be deemed to be for the immediate use and benefit of Lessor,
and no mechanic's or other lien, shall be allowed against the estate of
Lessor by reason of its consent to such work.
23. Cross Defaults. In the event Lessee or any subsidiary or affiliate of
Lessee shall have other leases for other premises in the Building or
Project, any default by Lessee under such other leases shall be deemed to
be a default herein, and Lessor shall be entitled to enforce all rights and
remedies as provided for a default herein.
24. Abandonment. If the Premises are abandoned or vacated by Lessee,
Lessor shall have the right, but not the obligation, to: (a) provide for
the storage of any personal property remaining in the Premises without
liability of any kind or nature for the cost of storage or the return of
the personal property to Lessee and/or (b) take title to the abandoned
personal property, which title shall pass to Lessor under this Lease as a
▇▇▇▇ of Sale, without additional payments or credit from Lessor or Lessee,
and/or (c) relet the same for the remainder of the period covered hereby.
If the rent received through such reletting is not least equal to all rents
provided hereunder, Lessee shall pay and satisfy any and all deficiencies.
Lessee shall also be responsible for all expenses incurred by any such
reletting, including but not limited to, the cost of renovating, altering
and marketing site Premises for a new occupant.
*With a copy to: Equity Office Properties, Inc., ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
25. Holding Over. In case Lessee retains possession of the Premises after
expiration or early termination of this Lease, Lessee will pay as
liquidated damages two (2) times the greater of all existing rents being
paid by Lessee or market rent for the Premises for the entire holdover
period. No holding over by Lessee after the termination of the Lease Term,
either with or without consent and acquiescence of Lessor, shall operate to
extend this Lease for a longer period than one (1) day. Any holding over
with Lessor's prior written consent shall constitute a lease from day to
day.
26. Default by Leases. In the event: (a) Lessee fails to comply with any
term, provision, condition, or covenant of this Lease or any of the rules
and regulations now or hereafter established for the government of the
Building; or (b) Lessee deserts or vacates the Premises; or (c) any
petition is filed by or against Lessee under any section or chapter of the
national Bankruptcy Act, as amended, or under any similar law or statute of
the United States or of any state thereof; or (d) Lessee becomes insolvent
or makes a transfer in fraud of creditors; or (e) Lessee makes an
assignment for benefit of creditors; or (f) a receiver is appointed for
Lessee or any of the assets of Lessee. Lessor shall have the option to do
any one or more of the following without notice in addition to and not in
addition to and not in limitation of any other remedy permitted by law or
by this Lease:
(A) Terminate this Lease, in which event Lease shall immediately surrender
the Premises to Lessor. If Lessee shall fail to do so, Lessor may, without
notice or prejudice to any other remedy Lessor may have for possession
and/or for arrearages in rent, enter upon and take possession of the
Premises and expel or remove Lessee and its effects, by force if necessary,
without being liable for prosecution or any claim for damages. Lessee
agrees to indemnify Lessor for all loss, damage, and expense including any
attorney's fees which Lessor may suffer by reason of such termination.
(B) Declare the entire amount of all rents which would have become due and
payable during the remainder of the Lease Term, due and payable
immediately, in which event Lessee agrees to pay the same at once to
Lessor. Such payments shall not constitute a penalty, a forfeiture, or
liquidated damages, but shall merely constitute payment in advance of the
rent for the remainder of the Lease Term. The acceptance of such payment by
Lessor shall not constitute a waiver of any failure of Lessee to comply
with any term, provision, condition, or covenant of this Lease.
(C) Enter upon and take possession of the Premises, by force if necessary,
without being liable for prosecutions or any claim for damages. Lessor may
relet the Premises an the agent of the Lessee and receive the rent
therefor. In such event, Lessee shall pay Lessor cost of renovating,
repairing, and altering the Premises for a new tenant or tenants plus any
deficiency that may arise by reason of such reletting on demand. The
failure or refusal of Lessor to relet the Premises shall not release or
affect Lessee's liability for all rents or for any and all such damages
involved.
(D) Enforce Lessee's specific performance of each and every provision of
this Lease.
Lessor may, as agent of Lessee, do whatever Lessee is obligated to do by
the provisions of this Lease and may enter the Premises, by force if
necessary, without being liable for prosecution or any claim for damages
therefor, in order to accomplish this purpose. Lessee agrees to reimburse
Lessor immediately upon demand for any expenses and interests which Lessor
may incur in effecting compliance with this lease on behalf of Lessee.
Lessee further agrees that Lessor shall not be liable for any damages
resulting to Lessee from such action, whether caused by the negligence of
Lessor or otherwise.
Failure by Lessor to declare any default immediately upon occurrence
thereof, or delay in taking any action in connection therewith, shall not
waive such default, but Lessor shall have the right to declare any such
default at any time and take action as might be lawful or authorized
hereunder, either in law or in equity. Pursuit of any of the foregoing
remedies shall not preclude pursuit of any of the other remedies.
27. Remedies. No act or thing done by Lessor or its agents during the term
hereof shall be deemed an acceptance of a surrender of the Premises. The
acceptance of rent by Lessor with knowledge of the breach of any covenant
contained in this Lease and/or the failure of Lessor to enforce any of the
attached rules and regulations (or ones hereafter adopted) against Lessee
(or any other lessee) shall not be deemed a waiver. Any agreement to accept
a surrender of the Premises or accept a waiver of said rules and
regulations by Lessor shall not be valid unless made in writing and signed
by Lessor. The mention in this Lease or the pursuit of any particular
remedy shall not preclude Lessor from any other remedy Lessor might have,
either in law or in equity.
28. Estoppel Certificate. The Lessee agrees that from time to time upon
not less than ten (10) days prior request by Lessor, Lessee will deliver to
Lessor a Statement in writing certifying: (a) that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the
Lease as modified is in full force and effect); (b) the dates to which the
rent and other charges have been paid; and (c) that the Lessor is not in
default under any provision of this Lease, or if in default, the nature
thereof in detail. The Lessee hereby appoints the Lessor as attorney-in-
fact for the Lessee with full power and authority to execute and deliver in
the name of the Lessee any such certificate in the event the Lessee fails
to do so on request.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of
the day and year first above written.
LESSEE: Cass Communications, Incorporated, LESSOR: 1800 ▇▇▇▇▇▇▇ Associates, an Illinois General Partnership,
an Illinois Corporation by its agent Equity Office Properties, Inc.
BY: /s/ ▇▇▇▇ Weisiman BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------ ---------------------------------------------------------------
TITLE: ▇▇▇▇ ▇▇▇▇▇▇▇, President TITLE: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
--------------------------------------- ------------------------------------------------------------
EXHIBIT B
BUILDING RULES AND REGULATIONS
------------------------------
This Exhibit is attached to and made a part of the Lease dated April 21,
1994 by and between 1800 ▇▇▇▇▇▇▇ Associates, an Illinois General Partnership
("Landlord"),by its agent, Equity Office Properties, Inc., and Cass
Communications, Incorporated, an Illinois Corporation ("Tenant") for space in
the Building located at 1800 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:
1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas
shall not be obstructed by Tenant or used by Tenant for any purpose other
than ingress and egress to and from tile Premises. No rubbish, litter,
trash, or material of any nature shall be placed, emptied, or thrown in
those areas. At no time shall Tenant permit Tenant's employees to loiter in
common areas or elsewhere in or about the Building or Property.
2. Plumbing fixtures and appliances shall be used only for the purposes for
which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or placed therein. Damage resulting to any such
fixtures or appliances from misuse by Tenant or its agents, employees or
invitees, shall be paid for by Tenant, and Landlord shall not in any case
be responsible therefor.
3. No signs, advertisements or notices shall be painted or affixed on or to
any windows, doors or other parts of the Building, except those of such
color, size, style and in such places as shall be first approved in writing
by Landlord. No nails, hooks or screws shall be driven or inserted into any
part of the Premises or Building except by the Building maintenance
personnel, nor shall any part of the Building be defaced by Tenant.
4. Landlord may provide and maintain in the first floor (main lobby) of the
Building an alphabetical directory board listing all Tenants, and no other
directory shall be permitted unless previously consented to by Landlord in
writing.
5. Tenant shall not place any additional lock or locks on any door in the
Premises or Building without Landlord's prior written consent. A reasonable
number of keys to the locks on the doors in the Premises shall be furnished
by Landlord to Tenant at the cost of Tenant, and Tenant shall not have any
duplicate keys made. All keys shall be returned to Landlord at the
expiration or earlier termination of this Lease.
6. Tenant will refer to Landlord for Landlord's supervision, approval, and
control all contractors, contractors' representatives, and installation
technicians rendering any service to Tenant, before performance of any
contractual service. Such supervisory action by Landlord shall not render
Landlord responsible for any work performed for Tenant. This provision
shall apply to all work performed in the Building, including but not
limited to the installation of telephones, computer wiring, cabling,
equipment, electrical devices, attachments and installations of any nature.
Tenant shall be solely responsible for complying with all applicable laws,
codes and ordinances pursuant to which said work shall be performed.
7. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of any merchandise or materials which require
the use of elevators, stairways, lobby areas, or loading dock areas, shall
be restricted to hours designated by Landlord, Tenant must seek Landlord's
prior approval by providing in writing a detailed listing of any such
activity. If approved by Landlord, such activity shall be under the
supervision of Landlord and performed in the manner stated by Landlord.
Landlord may prohibit any article, equipment or any other item from being
brought into the Building. Tenant is to assume all risk for damage to
articles moved and injury to any persons resulting from such activity. If
any equipment, property, and/or personnel of Landlord or any of any other
tenant is damaged or injured as a result of or in connection with such
activity, Tenant shall be solely liable for any and all damage or loss
resulting therefrom.
8. Landlord shall have the power to prescribe tile weight and position of
safes and other heavy equipment or items, which in all cases shall not in
the opinion of Landlord exceed acceptable floor loading and weight
distribution requirements. All damage done to the Building by the
installation or removal of any property of Tenant, or done by Tenants
property while in the Building, shall be repaired at the expense of Tenant.
9. Corridor doors, when not in use, shall be kept closed.
10. Tenant shall not (i) make or permit any improper, objectionable or
unpleasant noises or odors in the Building, or otherwise interfere in any
way with other tenants or persons having business with them, (ii) solicit
business or distribute, or cause to be distributed, in any portion of the
Building any handbills, promotional materials or other advertising, or
(iii) conduct or permit any other activities in the Building that might
constitute a nuisance.
11. No animals, except seeing eye dogs, shall be brought into or kept in, on or
about the Premises.
12. No inflammable, explosive or dangerous fluid or substance shall be used or
kept by Tenant in the Premises or Building. Tenant shall not, without
Landlord's prior written consent, use, store, install, spill, remove,
release or dispose of within or about the Premises or any other portion of
the Property, any asbestos-containing materials or any solid, liquid or
gaseous material now or hereafter considered toxic or hazardous under the
provisions of 42 U.S.C. (S) 9601 et seq. or any other applicable
environmental law which may now or hereafter be in effect. If Landlord does
give written consent to Tenant pursuant to the foregoing sentence, Tenant
shall comply with all applicable laws, rules and regulations pertaining to
and governing such use by Tenant, and shall remain liable for all costs of
cleanup or removal in connection therewith.
13. Tenant shall not use or occupy the Premises in any manner or for any
purpose which would injure the reputation or impair the present or future
value of the Premises or the Building; without limiting the foregoing,
Tenant shall not use or permit the Premises or any portion thereof to be
used for lodging, sleeping or for any illegal purpose.
14. Tenant shall not take any action which would violate Landlord's labor
contracts affecting the Building or which would cause any work stoppage,
picketing, labor disruption or dispute, or any interference with the
business of Landlord or any other tenant or occupant of the Building or
with the rights and privileges of any person lawfully in the Building.
Tenant shall take any actions necessary to resolve any such work stoppage,
picketing, labor disruption, dispute or interference and shall have pickets
removed and, at the request of Landlord, immediately terminate at any time
any construction work being performed in the Premises giving rise to such
labor problems, until such time as Landlord shall have given its written
consent for the resumption of such work. Tenant shall have no claim for
damages of any nature against Landlord or any of the Landlord Related
Parties in connection therewith, nor shall the date of the commencement of
the Term be extended as a result thereof.
15. Tenant shall utilize the termite and pest extermination service designated
by Landlord to control termites and pests in the Premises. Tenant shall
bear the cost and expense of such extermination services, provided that
Tenant shall not be obligated to pay more for its participation in such
termite and pest extermination services than the prevailing competitive
rates charged by reputable independent termite and pest control
exterminators for the same service on a direct and individual basis.
16. Tenant shall not install, operate or maintain in the Premises or in any
other area of the Building, any electrical equipment which does not bear
the U/L (Underwriters Laboratories) seal of approval, or which would
overload the electrical system or any part thereof beyond its capacity for
proper, efficient and safe operation as determined by Landlord, taking into
consideration the overall electrical system and the present and future
requirements therefor in the Building. Tenant shall not furnish any cooling
or heating to the Premises, including, without limitation the use of any
electronic or gas heating devices, without Landlord's prior written
consent.
17. Tenant shall not operate or permit to be operated on the Premises any coin
or token operated vending machine or similar device (including, without
limitation, telephones, lockers, toilets, scales, amusement devices and
machines for sale of beverages, foods, candy, cigarettes or other goods),
except for those vending machines or similar devices which are for the sole
and exclusive use of Tenant's employees, and then only if such operation
does not violate the lease of any other tenant of the Building.
18. Bicycles and other vehicles are not permitted inside or on the walkways
outside the Building, except in those areas specifically designated by
Landlord for such purposes.
19. Landlord may from time to time adopt appropriate systems and procedures for
the security or safety of the Building, its occupants, entry and use or its
contents. Tenant, Tenant's agents, employees, contractors, guests and
invitees shall comply with Landlord's reasonable requirements relative
thereto.
20. Landlord shall have the right to prohibit the use of the name of the
Building or any other publicity by Tenant that in Landlord's opinion may
tend to impair the reputation of the Building or its desirability for
Landlord or
other tenants. Upon written notice from Landlord, Tenant will refrain from
and/or discontinue such publicity immediately.
21. Tenant shall carry out Tenant's permitted repair, maintenance, alterations,
and improvements in the Premises only during times agreed to in advance by
Landlord and in a manner which will not interfere with the rights of other
tenants in the Building.
22. Canvassing, soliciting, and peddling in or about the Building is
prohibited. Tenant shall cooperate and use its best efforts to prevent the
same.
23. At no time shall Tenant permit or shall Tenant's agents, employees,
contractors, guests, or invitees smoke in any common area of the Building,
unless such common area has been declared a designated smoking area by
Landlord.
24. Tenant shall observe Landlord's rules with respect to maintaining standard
window coverings at all windows in the Premises so that the Building
presents a uniform exterior appearance. Tenant shall ensure that to the
extent reasonably practicable, window coverings are closed on all windows
in the Premises while they are exposed to the direct rays of the sun.
25. All deliveries to or from the Premises shall be made only at such times, in
the areas and through the entrances and exits designated for such purposes
by Landlord. Tenant shall not permit the process of receiving deliveries to
or from the Premises outside of said areas or in a manner which may
interfere with the use by any other tenant of its premises or of any common
areas, any pedestrian use of such area, or any use which is, inconsistent
with good business practice.
26. The work of cleaning personnel shall not be hindered by Tenant after 5:30
p.m. and such cleaning work may be done at any time when the offices are
vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
shall provide adequate waste and rubbish receptacles necessary to prevent
unreasonable hardship to Landlord regarding cleaning service.
ATTEST: LANDLORD:
1800 ▇▇▇▇▇▇▇ Associates, an
Illinois General Partnership
BY: EQUITY OFFICE PROPERTIES,
INC., as agent
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------- --------------------------
Name (print): ▇▇▇▇▇▇ ▇ ▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------- ------------------------
________________________________ Title: Vice President
-----------------------
Name(print):____________________
ATTEST: TENANT:
Cass Communications, Incorporated,
an Illinois Corporation
/s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------ -------------------------------
Name (Print): ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- ------------------------------
____________________________________ Title: President
-----------------------------
Name (print):_______________________
[FLOOR PLAN APPEARS HERE]
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