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EXHIBIT 10.18
ORIGINAL LEASE - PAGE 1 OF 25
LEASE AGREEMENT
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
This Lease Agreement, made and entered into by and between JOSEPH J.
HARTLEY and JOYCE M. HARTLEY ("Lessor") and North Shore Premier Properties,
Inc., An Illinois Corporation, AND Richard Keefe (###-##-####) ("Lessee").
WITNESSETH
1. In consideration of the obligation of Lessee to pay rent as herein
provided, and in consideration of the other terms, provisions and covenants
hereof, Lessor hereby demises and leases to Lessee, and Lessee hereby takes
from Lessor that portion of the premises constituting a single store unit
located on the ground floor at 362 Park Avenue, Glencoe, Illinois, being a part
of single tract of land more particularly described as follows:
Lots 1 and 2 in FLETCHER'S SUBDIVISION of Lot 1 and the Northerly 50.0
feet of Lot 2 in Block 32 in the Village of Glencoe in Section 7,
Township 42 North, Range 13 East of the Third Principal Meridian, in Cook
County, Illinois.
together with such rights, privileges, easements, appurtenances and immunities
belonging to or in any way pertaining to that portion of the premises so
demised including all improvements located therein. ("Demised Premises").
To have and to hold the same for a term commencing March 17, 1992 for a
period of ten (10) years terminating March 31, 2002.
2. (a) The rent to be paid during the initial term of this Lease shall be
Three Thousand Three Hundred Fifty-Five
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ORIGINAL LEASE - PAGE 2 OF 25
Dollars per month (herein called "Base Rent") the first installment of which
shall be due April 1, 1992 and a like sum on the first day of each and every
month thereafter until the end of the initial term of this Lease. It is
understood and agreed by the parties that the square footage for the Demised
Premises is approximately One Thousand Seven Hundred Fifty-Nine (1,759) square
feet.
(b) To pay in addition to the Base Rent such additional sums as
hereinafter provide for the payment of real estate taxes, insurance, and such
other payments as provided in this Lease ("Additional Rent").
(C) To the extent that any installment of Rent is not received by Lessor
within ten days of the due date or in the further event that any check in
payment of a rental installment is returned uncollected for any reason, the
gross amount of such payment as then due shall be increased by an additional
FIVE PERCENT (5%), which payment shall be as liquidated damages to the Lessor
by reason of the fact that the parties acknowledge that it would be impossible
for them to determine the precise loss to the Lessor resulting from the failure
of Lessee to make timely payment. In addition, if any installment of rent is
not received within thirty days following the due date, such rent shall bear
additional interest beginning thirty days after the due date at a rate per
annum equal to the publicly announce prime rate of The First National Bank of
Chicago, Chicago, Illinois plus three additional percent (herein) called
"Default Interest Rate" which Default Interest Rate shall change with any
change in such prime
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ORIGINAL LEASE - PAGE 3 OF 25
rate, provided, however, in no event shall the Default Interest Rate exceed the
maximum lawful rate. If the First National Bank of Chicago ceases to publish a
prime rate, Lessor shall have the right to substitute a comparable index or
financial institution.
3. The Demised Premises shall be used only for the purposes of conducting
and operating a general real estate sales and brokerage office and for such
other lawful purposes as may be incidental thereto. Lessee shall at its own
cost and expense obtain any and all licenses and permits necessary for such
use. Lessee shall comply with all governmental laws, ordinances and regulations
applicable to the use of the Demised Premises, and shall promptly comply with
all governmental orders and directives for the correction, prevention, and
abatement of nuisances in or upon, or connected with the Demised Premises, all
at Lessee's sole expense.
4. Lessor agrees to pay before they become delinquent all
taxes (both general and special), assessments, or governmental charges lawfully
levied or assessed against the above described premises of which the Demised
Premises are part and all taxes, assessments, levies and charges which are now
or hereafter assessed, levied or imposed in addition to, in replacement of or
in substitution, for the taxes assessments or governmental charged described in
this section including, without limitation, such taxes, assessments, levies and
charges which, in whole or in part, are measured or calculated by or based upon
Base Rent including, without limitation, gross income, gross receipts,
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ORIGINAL LEASE - PAGE 4 OF 25
license, occupation, privilege, value added, documentary stamps, transfer,
excise, sales and use taxes, but excluding any tax on or measured by the net
income of Lessor or federal, state or local income taxes, transfer tax,
excise tax, capital stock tax, estate taxes, succession or inheritance taxes
payable by Lessors.
Provided that Lessee shall pay one-half of all such taxes in excess of
$4,845.90 annually including 1991 taxes payable in 1992 and provided further,
Lessee may at its sole cost and expense (in its own name or in the name of
Lessor, or in the name of both, as it may deem appropriate) dispute and contest
the same, and in such case, such disputed item shall be paid until finally
adjudged to be valid. At the conclusion of such contest if the Lessee secures
a reduction in the taxes, the Lessee shall be entitled to its proportional
share of any refund received by Lessor but such refund cannot exceed the amount
paid by Lessee to Lessor.
5. If Lessee should fail to pay any taxes, assessments, or governmental
charges to the extent as set forth in paragraph 4 hereof, required to be paid
by Lessee thereunder or if Lessee should fail to obtain and keep in full force
during the term of this lease such policies as hereinafter required, in
addition to any other remedies provided herein, Lessor may if it so elects pay
such taxes, assessment, and governmental charges or procure all such policies
of insurance and pay the premiums therefor. Any sums so paid by Lessor shall
be deemed to be so much Additional Rent owing by Lessee to Lessor and due and
payable on
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ORIGINAL LEASE - PAGE 5 OF 25
demand.
6. Lessee shall throughout the term of this Lease take good care of the
Demised Premises and keep it free from waste or nuisance of any kind. Lessee
shall, at its sole cost and expense, keep in good repair and condition,
reasonable wear and tear excepted, the interior of Demised Premises including
but not limited to the heating system, air conditioning, plumbing, electrical
services and all fixtures attached thereto. Lessor covenants and agrees to be
solely responsible for the exterior walls of the Demised Premises, the roof,
and so much of any interior walls constituting the interior side of the Demised
Premises. Lessee further agrees that it will at its sole cost and
expense care for the grounds around the Demised Premises, including the removal
of snow accumulations on the sidewalks adjoining the Demised Premises;
specifically, the sidewalks located on Vernon Avenue and so such of the
sidewalk on Park Avenue as fronts on the Demised Premises. At the end or other
termination of this Lease, Lessee shall deliver up the Demised Premises with
all improvements located thereon in good repair and condition, reasonable wear
and tear only expected.
7. Lessee shall not make any major alterations, additions, or improvements
to the Demised Premises without the prior written consent of the Lessor, which
consent shall not be unreasonably withheld. Lessee may, without the consent of
Lessor but at its own cost and expense and in a good workmanlike manner make
such minor alterations, additions, or improvements or erect, remove, or alter
such partitions or erect such shelves, bins, machinery,
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ORIGINAL LEASE - PAGE 6 OF 25
and trade fixtures as it may deem advisable, without altering the basic
character of the building or improvements, and in each case complying with all
applicable governmental laws, ordinances, regulations, and other requirements.
At the termination of this Lease, Lessee shall, if Lessor so elects, remove all
alterations, additions, improvements, and partitions erected by Lessee and
restore the Demised Premises to their original condition, otherwise such
improvements shall be delivered up to Lessor with the Demised Premises. All
shelves, bins, machinery, and trade fixtures installed by Lessee may be removed
by Lessee at the termination of this Lease if Lessee so elects, and shall be so
removed if required by Lessor. All such removals and restoration shall be
accomplished in a good workmanlike manner so as not to damage the primary
structure qualities of the building or the Demised Premises.
8. Lessee shall have the right to install such signs as it may desire upon
the roof and exterior walls of the building subject to any applicable
governmental laws, ordinances, regulations and other requirements. Lessee
shall remove all such signs at the termination of the Lease. Such
installations and removals shall be made in such manner as to avoid injury,
defacement, or overloading of the buildings and other improvements.
9. Lessee shall not permit the Demised Premises to be used for any purpose
which would render the insurance thereon void or the insurance risk more
hazardous; it being understood and agreed
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ORIGINAL LEASE - PAGE 7 OF 25
that the use of the Demised Premises in the proper and ordinary conduct of
Lessee's business for the purposes set forth in Paragraph 3 above shall not in
any event be considered in violation of this Paragraph.
10. Lessor and Lessor's beneficiaries, agents, and representatives shall
have the right to enter and inspect the Demised Premises at any time during
reasonable business hours, for the purpose of ascertaining the condition of the
Demised Premises or in order to make such repairs as may be required to be made
by Lessor under the terms of this Lease.
11. Lessor agrees to provide at its cost water and electricity, and gas
into the Demised Premises; but Lessee shall pay all charges incurred for any
utility services used on the Demised Premises; said utility services being
connected by a separate meter for the Demised Premises only.
12. This Lease may not be assigned nor shall the Lessee have any right to
sublet all or any portion of the Demised Premises without the written consent
of the Lessor first had and obtained, which consent shall not be unreasonably
withheld. A breach of this provision shall at the option of the Lessor be a
material default and the Lessor shall have the right to thereupon re-enter and
take possession of the Demised Premises. No assignment or sublease whatsoever
shall release Lessee from Lessees' obligations and liabilities under this Lease
or alter the primary liability of Lessee to pay all Rent and perform all
obligations to be performed by Lessee. If any assignee,
subtenant or successor of Lessee defaults in the performance of
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ORIGINAL LEASE - PAGE 8 OF 25
any obligation to be performed by Lessee under this Lease, Lessor may proceed
directly against Lessee without the necessity of exhausting remedies against
such assignee, subtenant or successor. Lessor may consent to subsequent
assignment or subleases or amendments or modifications to this Lease with
assignees, subtenants or successors of Lessee and without obtaining any consent
thereto from Lessee or any successor of Lessee, and such actions shall not
release Lessee from liability under this lease.
13. Lessor shall not be liable to Lessee or Lessee's employees, agents, or
visitors, or to any other person whomsoever, for any injury to person or damage
to property on or about the Demised Premises, caused by the negligence or
intentional conduct of Lessee, its agents, servants, or employees, or of any
other person entering upon the Demised Premises under express or implied
invitation of Lessee or caused by the building and improvements located on the
Demised Premises becoming out of repair, or caused by leakage of gas, oil,
water or steam or by electricity emanating from the Demised Premises, or due to
any other cause whatsoever, and Lessee agrees to indemnify Lessor and hold it
harmless from any loss, expense, or claims arising out of any such damage or
injury, provided; however, that the indemnity shall apply only to those claims
attributable to negligence or intentional conduct on the part of the Lessee,
its agents, servants and employees and invitees. Lessee shall throughout the
term of the this Lease, at its sole cost and expense, provide and keep in force
with responsible
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ORIGINAL LEASE - PAGE 9 OF 25
insurance companies satisfactory to Lessor and to any mortgagee
under a mortgage constituting a lien upon the Demised Premises public liability
and property damage insurance, including plate glass insurance, the property
damage insurance to be in an amount not less than $50,000 and the public
liability insurance not less than $1,000,000 for one person, and not less than
$2,000,000 per occurrence, protecting Lessor, any such mortgagee and the owners
record for the real estate on which the Demised Premises is located ("Real
Estate") as well as Lessee against liability to any employees or servants of
Lessee or to any other person arising out of or in connection with Lessee's use
of the Demised Premises or the condition of the Demised Premises.
Such policies shall name Lessor, Lessee and, if required by Lessor's
mortgagee, all mortgagees of the Demised Premises, as insured and shall contain
an agreement by the insurer that such policies shall not be canceled or
substantially modified without at least 30 days prior written notice to Lessor.
14. (a) If the whole or any substantial part of the Demised
Premises would be destroyed, taken for any public or quasi-public use under any
governmental law, ordinance or regulation or by right of eminent domain
("Taking"), or taken by private purchase in lieu thereof, this Lease shall
terminate, unless the demised Premises can be repaired, restored and rebuilt
within 120 days of the destruction to the condition of the Demised Premises
immediately prior to such destruction, but the Base Rent and Additional Rent
shall be abated during the 120 day period, effective when the destruction of
the Demised Premises shall
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ORIGINAL LEASE - PAGE 10 OF 25
occur. In the event of a Taking, separate awards for damages to the respective
interests of Lessor and Lessee hereunder shall be made and each shall be
entitled to receive and retain such awards as shall be made to it, and the
termination of this Lease shall not affect the rights of the respective parties
to the awards.
(b) If less than a substantial part of the Demised Premises should be
destroyed, taken for any public or quasi-public use under any governmental
laws, ordinance or regulation, or by right of eminent domain, or taken by
private purchase in lieu thereof, this Lease shall not terminate, provided that
the remaining portion of the Demised Premises can reasonably be used for the
same purpose as before, but the rent payable hereunder during the unexpired
portion of the term of this Lease shall be reduced in direct proportion to the
square footage of the Demised Premises so destroyed or taken. If the Lessor
and Lessee cannot agree whether the remaining portion can reasonably be used
for the same purpose, the matter will be submitted to arbitration in accordance
with the rules of the American Arbitration Association to determine whether the
Demised Premises could be used in accordance with the terms of this Lease. In
the event of a Taking, separate awards shall be made in such event for damages
to the respective interests of Lessor and Lessee hereunder. 15. Should Lessee,
or any of its permitted successors in interest, hold over the Demised Premises,
or any part hereof, after the expiration of the term of this Lease, unless
otherwise agreed in writing, such holding over shall constitute and be
construed as tenancy from month to month and at a rental equal to
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ORIGINAL LEASE - PAGE 11 OF 25
the rent paid for the last month of the term of this Lease plus
twenty-five percent (25%) of such amount.
16. Lessor covenants that the Demised Premises are free and clear of all
liens and encumbrances, excepting only the lien for current taxes not yet due
and subsequent years, such mortgage or mortgages as Lessor secures, and zoning
ordinances and other building and fire ordinances and governmental regulations
relating to the use of the Real Estate.
17. The following shall be deemed to be events of default
by Lessee under this lease:
(1) Lessee shall fail to pay any installment of the Base Rent and such
failure shall continue, for a period of ten (10) days.
(2) Lessee shall fail to comply with any term, provision, or covenant of
this Lease, other than the payment of Base Rent, and shall not cure such
failure within thirty (30) days after written notice thereof to Lessee.
(3) Lessee shall become insolvent or shall make a transfer in fraud of
creditors or shall make an assignment for the benefit of creditors.
(4) Lessee shall file a petition under any section or chapter of the
national Bankruptcy Act, as amended, or, under any similar law or statute of
the United States or any State thereof; or Lessee shall be adjudged bankrupt or
insolvent in proceedings filed against Lessee thereunder.
(5) A receiver or Trustee shall be appointed for all or substantially all
of the assets of Lessee.
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ORIGINAL LEASE - PAGE 12 OF 25
(6) Lessee shall desert or vacate any substantial portion of the premises.
Upon the occurrence of any of Such events of default, Lessor shall have
the option to pursue any one or more of the following remedies without any
notice or demand whatsoever:
(a) Terminate this Lease, in which event Lessee shall immediately
surrender the premises to Lessor, and if Lessee fails so to do, Lessor may,
without prejudice to any other remedy which it may have the possession or
arrearage in Base Rent, or Additional Rent, enter upon and take possession of
the Demised Premises and expel or remove Lessee and any other person who may be
occupying the Demised Premises or any part thereof, by force if necessary,
without being liable for prosecution or any claim of damages therefore and
Lessee agrees to pay to Lessor on demand the amount of all loss and damage
which Lessor may suffer by reason of such termination, whether through
inability to relet the Demised Premises on satisfactory terms or otherwise
(b) Enter upon and take possession of the Demised Premises and expel or
remove Lessee and any other person who may be occupying Demised Premises or any
part thereof, by force if necessary, without being liable for prosecution of
any claim for damages therefore, and relet the Demised Premises and receive the
rent thereof; and Lessee agrees to pay to lessor on demand any deficiency that
may arise by reason of such reletting.
(c) Enter upon the Demised Premises by force if necessary without being
liable for prosecution or any claim for damages thereof, and do whatever Lessee
is obligated to do under the
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ORIGINAL LEASE - PAGE 13 OF 25
terms of this Lease; and Lessee agrees to reimburse Lessor on demand for any
expenses which Lessor might incur in thus effective compliance with Lessee's
obligations under this Lease, and Lessee further agrees that Lessor shall not
be liable, for any damages, resulting to the Lessee from such
action, whether caused by the negligence of Lessor or otherwise.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by laws
nor shall pursuit of any remedy herein provided constitute a forfeiture or
waiver of any Basic Rent or Additional Rent due to Lessor hereunder or of any
damages accruing to Lessor by reason of the violation of any of the terms,
provisions and covenants herein contained. No waiver by Lessor of any
violation or breach of any of the terms, provisions, and covenants herein
contained shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provision, and covenants herein
contained. Forbearance by Lessor to enforce one or more of the remedies herein
provided upon an event of default shall not be deemed or construed to
constitute a waiver of such default.
18. Lessor shall have at all times a valid lien for all rentals and other
sums of money becoming due hereunder from Lessee, upon all goods, wares,
equipment, fixtures, furniture, and other personal property of Lessee situated
on the Demised Premises, and such property shall not be removed therefrom
without the consent of Lessor until all arrearage in Base Rent as well as any
and all other sums of money then due to Lessor
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ORIGINAL LEASE - PAGE 14 OF 25
hereunder shall first have been paid and discharged.
The lien hereby granted may be foreclosed in the manner and form provided by
law for foreclosure of chattel mortgages or in any other form provided by law.
The statutory lien for rent is not hereby waived, the express contractual lien
herein granted being in addition and supplementary thereto.
19. If, on account of any breach or default by Lessee in Lessee's
obligations under the terms and conditions of this Lease, it shall become
necessary for Lessor to, employ an attorney to enforce or defend any of
Lessor's rights or remedies, hereunder, Lessee agrees to pay any reasonable
attorney's fees costs, expenses, paralegal fees, and computerized research time
incurred by Lessor in such connection.
20. Lessee accepts this Lease subject and subordinate to any mortgage or
mortgages now a lien upon the Demised Premises or the Real Estate. This Lease
shall also be subject and subordinate to the lien of any other mortgage which
may at any time hereafter be or become a lien an the Demised Premises or the
Real Estate. Lessee shall at any time hereafter, on demand, execute any
instruments, releases or other documents that may be
required by any mortgagee for the purpose of subjecting and subordinating this
Lease to the lien of any such mortgage.
21. Each provision of this instrument or of any applicable governmental
laws, ordinances, regulations and other requirements with reference to the
sending, mailing, or delivery of any notice of the making of any payment by
Lessor to Lessee or with reference to the sending, mailing, or delivery of any
notice of
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ORIGINAL LEASE - PAGE 15 OF 25
the making of any payment by Lessee to Lessor shall be deemed to be complied
with when and if the following steps are taken:
A. All Base Rent and other payments required to be made by Lessee to
Lessor hereunder shall be payable to Lessor in Glencoe, Illinois, at the
address hereinbelow set forth or at such other address within the continental
United States, as Lessor may specify from time to time by written notice
delivered in accordance herewith.
B. Any notice or document required or permitted to be delivered hereunder
shall be deemed to be delivered whether actually received or not when deposited
in the United States Mail, postage prepaid, Registered Mail, or certified mail,
Return Receipt Requested, addressed to the parties hereto, at the respective
addresses set out opposite their name below, or at such other address as they
have theretofore specified by written notice delivered in accordance herewith:
Lessor: Joseph J. and Joyce M. Hartley
c/o International Silver Plating, Inc.
364 Park Avenue
Glencoe, IL 60022
Lessee: Red Carpet North Shore Premier Properties, Inc.
Attention: Dick Keefe
724 11th Street
Wilmette, IL 60091
All parties included within the terms "Lessor" and "Lessee", respectively,
shall be bound by notices given in accordance with the provisions of this
Paragraph to the same effect as if each had received such notice.
22. In addition to the Base Rent reserved herein, Lessee agrees to
reimburse Lessor for any amount equal to FIFTY PERCENT
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ORIGINAL LEASE - PAGE 16 OF 25
(50%) of the cost of fire, comprehensive and extended coverage insurance upon
the entire premises of which the Demised Premises is a portion thereof less
Seven Hundred Seventy Dollars. For the purposes of this Lease, increases may
be necessitated by but not limited to having to increase the amount of coverage
as a result of a determination by the insurance carrier or carriers that the
value of the Real Estate and Improvements thereon, including the Demised
Premises has increased. Any payments due hereunder shall be paid to Lessor
within 30 days following submission by Lessor of a copy of the invoice received
from the insurance carrier. Failure to make a payment hereunder shall be
deemed to be the failure to make payment of an Additional Rent and entitle the
Lessor to all appropriate remedies as set forth in this Lease.
23. Effective with the commencement of this Lease and thereafter for each
year of the Lease term commencing on the first day of November, the monthly
Base Rent shall be subject to an increase as follows:
(a) (i) As promptly as practicable after October 31 of each year
(including 1992) of the lease term, Lessor shall compute
the increase, if any, in the cost of living for the
preceding one-year period based upon the "Revised Consumers
Price lndex-Cities (1967-100) (the "Index"), published by
the Bureau of Labor Statistics of the United States
Department of Labor.
(ii)The Index number indicated in the column for the City of
Chicago, entitled "all items", for the month of August
1991, shall be the "base Index number" and the
corresponding Index number for the month of August of the
calendar year of the adjustment, shall be "current Index
number."
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(iii) The current Index number shall be divided by the base
index number. From the quotient thereof, there shall
be subtracted the integer 1, and any resulting positive
number shall be deemed to be the percentage of increase
in the cost of living.
(iv) The percentage of increase multiplied by the Base Rent
shall be the increase required to be determined by this
Paragraph 23.
(v) Lessor shall, within a reasonable time
after obtaining the appropriate, data necessary for
computing such increase, give Lessee notice of any
increase so determined, and the Lessor's computation
shall be conclusive and binding but shall not preclude
any adjustment which may be required in the event of a
published amendment of the index figures upon which the
computation was based unless Lessee shall, within 60 days
after the giving of such notice, notify the Lessor of any
claimed error therein. Any dispute between the parties
as to any such computation shall be determined by
arbitration.
(b) The Base Rent, as so determined (i.e., the aggregate of the
Base Rent and the "increase" calculated in accordance
with subparagraphs (i) through (iv) of subdivision (a) of this
Paragraph 23), shall be due and payable to the Lessor in equal
monthly installments commencing with the first day of November
of each year of the term of this Lease (any retroactive
payments then due being payable within five days after the
giving of such notice), and in the event of any subsequent
redetermination of such amount the adjustment thus indicated
shall be made, promptly between Lessor and Lessee.
(C) If publication of the Consumers Price Index shall be
discontinued, the parties shall accept comparable
statistics on the cost of living for the City of Chicago as
they shall be computed and published by an agency of the United
States or by a responsible financial periodical of recognized
authority then to be selected by the parties, or, if the
parties cannot agree upon a selection, by arbitration. In the
event of (i) use of comparable statistics in place of the
Consumers Report Index, or (ii) publication of the Index
figures at other than monthly intervals, there shall be made
in the method of computation such revisions as the
circumstances may require to
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ORIGINAL LEASE - PAGE 18 OF 25
carry out the intent of this Article, and any dispute
between the parties as the making of such adjustment shall be
determined by arbitration.
(d) Notwithstanding anything contained herein to the contrary, the
monthly Base Rent as adjusted herein, shall never be
reduced below the monthly Base Rent as established as of the
commencement of this lease.
(e) Any reference to arbitration in this paragraph 23 shall be in
accordance with the rules of the American Arbitration
Association.
24. Beginning April 1, 1997 the Lessor shall have the right to increase
the Base Rent by a figure not more than ten percent(10%). Such an increase
shall not affect the obligation of the Lessee to make Additional Rent payments
under this terms of this lease .
25. Concurrent with the execution of this Lease, Lessee has deposited with
Lessor Three Thousand Three Hundred Fifty-Five Dollars ($3,355.00) which said
sum shall be held by Lessor as a security deposit to ensure full faith
compliance by Lessee of all of the terms of this Lease. Lessor shall have the
right to mingle these funds with their personal funds and no interest shall be
earned by the Lessee upon the said funds. The said security deposit shall be
not used in payment of any installment of Base Rent or Additional Rent and
shall be refunded to Lessee upon termination of this Lease and the surrendering
of possession of the Demised Premises to Lessor subject only to ordinary wear
and tear. To the extent that Lessor should apply all or any part of the said
security deposit in the satisfaction of any obligation of the Lessee pursuant
to the terms of this Lease, then Lessee shall, upon demand from
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Lessor deliver to Lessor such sums of money as may be necessary to restore
the security deposit to the original amount. In the event that Lessee fails to
deliver such sums within ten (10) days from receipt of notice from Lessor,
Lessee shall thereafter owe interest on said sum at a rate of Ten Percent (10%)
per anum from the date of payment by Lessor until reimbursement by Lessee.
Failure to make such payment within thirty (30) days following delivery of a
written notice of demand by Lessor to Lessee shall constitute a default under
this lease and entitle Lessor to all of the remedies as may be available by
statute or under the terms of this lease.
26. Words of any gender in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the content otherwise requires.
27. Lessee has no authority or power to cause or permit any
lien or encumbrance, whether created by act of Lessee, operation of law or
otherwise, to be attached to or be placed upon Lessor's title or interest in
the Demised Premises.
A. Lessee shall not suffer or permit the Premises to become subject
to any vendor's, mechanic's, laborer's, materialman's or other lien or
encumberance based upon the claims for the furnishing of materials, services,
or labor to or for the Lessee or the Premises. If all, or any part, of the
Premises or Lessee's leasehold interest therein, shall become subject to such
lien or encumberance. Lessee at Lessee's sole cost and expense, shall cause the
same to be discharged of record within 60 days
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after notice of lien is given to Lessee by the lienor or promptly upon
written demand by Lessor, whichever occurs first.
B. So long as an Event of Default has not occurred nor has any
event ocurred which with the passage of time or the giving of notice
would constitute an Event of Default, Lessee may contest, in good faith and
with diligence, the validity of any such lien or claim for lien, subject to the
conditions that (a) Lessee shall promptly notify Lessor of the filing of any
such lien or claim for lien and of the Lessee's intent to contest the same, (b)
Lessee shall give to Lessor such security as may be reasonably satisfactory to
Lessor to insure payment thereof and prevent any sale, foreclosure or
forfeiture of the Demised Premises by reason of non-payment thereof and (C) on
final determination of the lien or claim of lien, Lessee shall immediately pay
any judgement rendered, together with all costs and charges, shall have the
lien or claim of lien released and any judgement satisfied. Lessor shall return
the security to the Lessee promptly after Lessee delivers proof of such release
or satisfaction and recordation thereof to Lessor.
C. Lessor may, but shall not have any obligation to, discharge any
such lien on behalf of Lessee, if Lessee fails to comply with Section.
In such case, the costs of such discharge shall be Additional Rent payable on
demand by Lessor. 28. The terms, provisions and covenants and conditions
contained in this Lease, shall apply to, insure to the benefit of, and be
binding upon the parties hereto and upon their respective successors in
interest and legal representatives,
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ORIGINAL LEASE - PAGE 21 OF 25
except as otherwise herein expressly provided.
29. In addition to any other additional rent due, the Lessee shall pay the
Lessor upon execution of this lease, the sum of Thirteen Thousand Eight
Hundred Forty Dollars which sum represents sums due and owing from First
United, Inc. Under the terms of the previous lease.
30. This Lease shall be construed according to the laws of the State of
Illinois.
31. The Lessee has inspected the Demised Premises and accepts the Demised
Premises "as is".
32. Any sign or improvements belonging to the previous tenant at the
Demised Premises will be removed by the Lessee at the Lessee's sole cost and
expense.
33. Any repairs which should have been made by the previous tenant in
accordance with the provisions of the Lease dated September 27, 1985 or any
extension thereto shall be made by the Lessee at the Lessee's sole cost and
expense.
34. Lessees shall be jointly and severally liable to perform all the
covenants, agreements, conditions and provisions set forth in the lease.
IN WITNESS WHEREOF, the Parties hereto have affixed their signature on
this 18 day of March, 1992.
NORTH SHORE PROPERTIES, INC.
By: Joseph Hartley
------------------ -----------------
President Joseph Hartley
22
ORIGINAL LEASE - PAGE 22 OF 25
ATTEST: Joyce Hartley
------------------------ --------------------------
Secretary Joyce Hartley
Lessee: Richard A. Keefe
--------------------------------
Richard A. Keefe (###-##-####)
23
ASSIGNMENT OF LEASE AND AMENDMENT
Re: 362 Park Avenue, Glencoe, Illinois
This Assignment of Lease and Amendment (the "Amendment") is made in
reference to that certain Lease Agreement dated as of March 18, 1992 (the
"Lease") by and between J0YCE M. HARTLEY (the "Lessor") and NORTH SHORE PREMIER
PROPERTIES, INC., an Illinois corporation, and RICHARD KEEFE (###-##-####)
(together, the "Lessee"), each of which are now a party hereto together with
NORTH SHORE COMMUNITY BANK AND TRUST COMPANY, an Illinois corporation (the
"Assignee").
RECITALS
WHEREAS, Lessor and Lessee previously entered into the Lease, whereby
Lessor demised to Lessee a single store unit located on the ground floor of a
building located at 362 Park Avenue, Glencoe, Illinois for a term commencing
March 17, 1992, and expiring on March 31, 2002; and
WHEREAS, Lessee agrees to assign, and Assignee agrees to accept the
assignment of, Lessee's interest in, to and under the Lease subject to the
terms and conditions contained in this Amendment (the "Amendment"); and
WHEREAS, Lessor agrees to allow the Assignment under the terms and
conditions provided herein and in reliance upon the Guaranties attached hereto;
and
WHEREAS, upon the Effective Date of the Amendment, as that term is defined
herein through March 21 2002, Lessee shall not be released from his obligations
and liabilities under the Lease subject to the terms and conditions contained
herein;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein set forth, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Lessor, Lessee and Assignee
agree as follows:
Terms and Conditions
1. INCORPORATION OF RECITALS. The foregoing Recitals are hereby
incorporated into this Amendment and made a part hereof.
2. EFFECTIVE DATE. For the purpose of this Agreement, "Effective Date"
shall be defined as August 1, 1995.
3. ASSIGNMENT. As of the Effective Date, Lessee shall assign all right,
title and interest in, to and under the Lease and this Agreement to Assignee.
24
4. ASSUMPTION. Assignee shall assume the Lease and will perform and
observe all the covenants and conditions therein. Such liability of Assignee
under said lease shall be joint and several with Lessee as of the Effective
Date, subject to the terms and conditions contained in this Amendment. Lessor
consents to the Assignment of the Lease by Lessee to Assignee upon the express
condition that no further assignment of the Lease shall hereafter be made
without the prior written consent of the Lessor.
5. REPRESENTATIONS.
A. Lessor and Lessee covenant that Lessee is not in default under the
Lease, that the Lease is not encumbered by any prior transfer or assignment to
the knowledge of the Lessor. Lessee covenants that Lessee has full and lawful
authority to assign the Lease.
B. Joyce Hartley represents that she held the Demised Premises in joint
tenancy with Joseph J. Hartley, deceased. Upon the death of Joseph J.
Hartley's, Joyce Hartley received her ownership interest in the property as the
sole surviving joint tenant and currently she has the power and authority to
enter into this Lease as Lessor.
6. DEMISED PREMISES. Notwithstanding the Provisions of paragraphs 1 and
2(a) of the Lease, on the Effective Date Lessor demises and leases to Assignee,
and Assignee takes from Lessor the Demised Premises, as that term is defined in
the Lease, together with that portion of the basement space located underneath
the Demised Premises which is shown on Exhibit "A" which is attached hereto and
made a part hereof. The Assignee shall not be entitled to Possession of the
additional basement areas until thirty (30) days after the Effective Date.
Further the Assignee shall pay the Lessor the sum of Eight Hundred Dollars
within the thirty day period.
7. RENT. Rent shall continue to be determined in the manner provided for
in the Lease.
8. USE. Notwithstanding the provisions of Paragraph 3 of the Lease, the
Demised Premises shall be used for the purposes of conducting and operating a
banking facility and for such other lawful purposes as may be incidental
thereto.
9. ADDITIONAL RENTAL INCREASE: Paragraph 24 of the Lease is deleted and
the following language is substituted. Beginning August 1, 2005, the Lessor
shall have the right to increase the Base Rent by an amount of three (3%)
percent in addition to the increase in Base Rent set forth in paragraph 23 of
the Lease. Further, beginning August 1, 2013, the Lessor shall have the right
to increase the Base Rent an additional three (3%) percent in addition to the
increase in Base Rent set forth in paragraph 23 of
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25
the Lease and the increase provided in the second sentence of this paragraph.
10. TAXES. In addition to the real estate taxes payable by the Assignee in
accordance with Paragraph 4 of the Lease, Assignee shall be responsible to pay
for any additional real estate taxes caused by the Improvements made by the
Assignee to the interior or exterior of the Premises or the operation of the
Assignee's business. If the Cook County Assessor's records indicate the
assessed value of the Real Estate is increased as a result of the Improvements,
the tax attributable to the increase in the assessed valuation as a result of
the Improvements shall be paid by the Assignee. In the event the Lessor and
Assignee are unable to determine whether or not any increase in the Real Estate
taxes are
attributable to the Assignee's improvements or any improvements made by Lessor,
the Assignee and Lessor agree to allocate any such increase based upon the
actual cost of the Assignee's Improvements or Lessor's improvements.
11. IMPROVEMENTS. Notwithstanding the provisions of paragraph 7 of the
Lease, the parties agree that the Demised Premises shall be subject to the
following improvements:
A. Upon Lessor's written authorization of the plans and specifications,
which shall not be unreasonably withheld or delayed, beginning on the Effective
Date Assignee shall have the right to make alterations, additions and
improvements ("Improvements") to the Demised Premises which are necessary for
said property to he used as a banking facility. Assignee shall provide to
Lessor within thirty (30) days of the Effective Date a schematic floor plan,
plans, and specifications for all Improvements to be made to the Demised
premises. Lessor shall, within fifteen (15) days from the receipt thereof,
review said plans and specifications. All such alterations, additions and
Improvements shall be made in a workmanlike manner at Assignee's own cost and
expense including any permits or any other cost or expense necessary to
complete the Improvements. Lessor may withhold consent to any proposed plans
and specification for Improvements if they would unreasonably interfere with
the use of any area other than the Demised Premises, provided, however, the
Lessor shall not unreasonably withhold or delay such consent. The Assignee
agrees that the Lessor may consult with the Architect retained by Assignee at
Assignee's expense for the purpose of securing answers to questions concerning
the plans and specifications and Improvements being constructed.
B. Assignee shall cause the general contractor in charge of the
Improvements to acquire a performance bond covering all planned Improvements
and to deliver a copy of same to Lessor. The performance bond shall name the
Lessor as an obligee.
C. Assignee shall be solely responsible for all costs
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26
associated with securing waivers of lien and construction escrows which waivers
of lien shall be in a form satisfactory to the Title Insurer providing the
extended title insurance coverage over mechanics lien claims.
D. Upon completion of all Improvements proposed herein, Assignee shall
provide Lessor with extended Title Insurance coverage in an amount at least
equal to the fair market value of the Improvements.
E. Upon completion by Assignee of all Improvements described here,
Assignee shall provide to Lessor written evidence of all amounts paid for such
Improvements.
F. Assignee shall not erect any improvements on, or in any way
interfere with, any other area other than the Demised Premises including but
not limited to the area located to the south of the building, nor shall
Assignee interfere with Lessor's efforts to construct a building on that
location.
G. Improvements made by Assignee shall not unreasonably interfere with
the peaceful enjoyment of the building by other tenants.
H. At the termination of the Lease, Assignee shall have no obligation
to restore the Demised Premises to its original condition, but any and all
improvements to the Demised Premises shall be delivered to Lessor. The Demised
Premises and Improvements shall be in the same condition as received at the
Effective Date or improved, ordinary wear and tear expected. Notwithstanding
the foregoing, at the termination of the Lease, the Assignee shall have the
right to remove all of its trade fixtures, including without limitation any and
all modular safes, from the Demised Premises. Assignee shall be obligated to
make any improvements or repairs required to the Demised Premises as a result
of the removal of its trade fixtures.
12. RENEWAL OPTIONS.
A. Notwithstanding the provisions of paragraph 1 of the Lease, Lessor
hereby grants to Assignee an option to extend the term of the Lease for a
period of eight (8) years commencing as of the termination date of the original
Lease term as extended in paragraph 17 on March 31, 2005, and ending on March
31, 2013 (the "First Renewal Term"). If the option for the first Renewal Term
is exercised, Lessor shall further grant to Assignee an option to extend the
term of the Lease for an additional seven (7) years commencing as of the
termination of the First Renewal Term and ending on March 31, 2020 (the "Second
Renewal Term") .
B. In order to exercise the option for the First Renewal Term and/or
the Second Renewal Term, Assignee shall provide
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27
Lessor with written notice of Assignee's intent to so exercise more than six
(6) months prior to March 31, 2O05 for the First Renewal Term and March 31,
2013 for the second renewal term.
C. The terms and conditions pertaining to both the First Renewal Term
and the Second Renewal Term shall be those same terms and conditions contained
in the Lease this Amendment hereto.
D. The Lessee shall have no obligations or liability for either the
First Renewal Term or the Second Renewal Term or for the period April 1, 2002
through March 31, 2005.
13. Lessor shall not sell or cause to be sold the Demised Premises without
requiring as a term of such sale that the Purchaser take the Demised Premises
subject to the terms and conditions set forth in the Lease and this Amendment.
14. INSURANCE. Notwithstanding the provisions of paragraph 13 of the
Lease, Assignee shall provide for all necessary increases in insurance coverage
and costs, if any, resulting from the Improvements made to the Demised Premises
and from its use as a bank.
15. KEYS TO DEMISED PREMISES. Lessor shall not be provided with a set of
keys to the demised premises.
16. UTILITIES. Assignee shall be separately metered and pay all utility
bills incurred for which Assignee is separately metered including but not
limited to water, gas, electricity, fuel, light, heat and power bills.
Assignee shall pay for the installation of a water meter. Assignee shall also
pay for its share for garbage removal and sewer charges if not included on a
separate meter or bill charged to Assignee.
17. PERMITS AND LICENSES. Lessor, at no cost to herself, agrees to use
her best efforts to assist Assignee to secure permits and licenses required by
the village of Glencoe.
18. EXTENDED TERM. The term of the Lease is hereby extended from March 31,
2002 to March 31, 2005.
19. CONTROLLING PROVISION. To the extent that the provisions contained in
the Lease and Amendment contradict or are otherwise inconsistent, the
provisions of the Amendment shall control.
20. RECORDATION. The parties agree that this Amendment may be recorded at
the sole and exclusive expense of the Assignee.
21. Notwithstanding any other provision in the Lease or this Amendment, if
the Improvements proposed by the Assignee in accordance with Paragraph 11 of
this Assignment would cause the
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Lessor to be required to make alterations, additions or improvements
(Additional Improvements) to any portion of the building by any governmental
body, agency, or department including but not limited to the State of Illinois,
the County of Cook, the village of Glencoe, and/or the United States, the
Lessor shall not be required to approve the Improvements. In that event, this
Amendment shall be terminated unless the Assignee notifies the Lessor that the
Assignee will make the Additional Improvements required by the governmental
body, agency or department at the Assignee's sole cost and expense. Further,
if the Lessor determines in her sole discretion that the Additional
Improvements would interfere with her other tenants or her own business, Lessor
may terminate this Amendment by giving written notice to Assignee and Lessor
within ten days of receiving written notice of the requirement for the
Additional Improvements. If this Assignment is terminated, the Lease shall
remain in full force and effect.
22. Paragraph 11 of the Lease is amended to provide that Lessor's
liability is limited to providing the meter for water, electricity and gas as
now exists.
23. Paragraph 6 of the Lease is amended to provide the Assignee shall be
solely responsible for the interior walls of the Demised Property and any
Improvements made to the exterior of the building by Assignee.
24. Assignee shall pay Lessee a sum equal to Lessee's security deposit no
later than ten days after the Effective Date.
25. The amount of insurance required by paragraph 15 of the Lease shall be
increased by the percentage of increase referred to in paragraph 23a (iv) or
50% which ever is greater at the beginning of each Renewal Term.
26. Paragraph 21B is amended by adding:
Assignee: North Shore Community Bank
and Trust Company
362 Park Avenue
Glencoe, Illinois 60022
27. Assignee shall comply with all present and future laws, ordinances,
orders, rules, regulations, and requirement (collectively hereinafter referred
to as "Orders") of all federal, state, municipal and local governments,
departments, commissions, boards and officers, including but not limited to the
Williams-Streiger Occupational Safety and Health Act, and all reasonable Orders
of Lessor's and Assignee's insurance carriers whether foreseen or unforeseen
which may be applicable to the Demised Premises and to all or any parts thereof
and/or any and all facilities used in connection therewith or the use of the
Demised Premises, whether or not any such order shall interfere with the
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29
use and enjoyment of the Demised Premises. Assignee shall not be required to
make structural repairs or alterations unless it has by its use of the Demised
Premises or method of operations therein violated any such orders or unless
such repairs or alterations are necessitated by Assignee's special needs or
Improvements. Assignee's failure to comply with this paragraph shall not be an
Event of Default until such time as the Lessee has exhausted its administrative
remedies and not complied with an Order.
Assignee's right to contest said Order is subject to the contingency that
any noncompliance with the Order shall not subject Lessor or any mortgagee to
fines or criminal liability, and Assignee indemnifies the Lessor and mortgagee
from any liability or damages resulting from noncompliance.
Assignee shall promptly give notice to Lessor of any notice of violation
of any Order received by Assignee. Without diminishing the obligation of
Assignee, if Assignee shall at any time fail or neglect to comply, or commence
to comply in a reasonable manner, with any Order and, if a stay is necessary,
shall have failed to obtain a stay or extension thereof, Lessor shall be at
liberty to comply therewith upon giving Assignee ten days written notice
(except in cases of emergency or in case where Lessor or Lessor's Beneficiary
may be subject to criminal liability if the Order is not complied with) and all
expenses consequent thereof shall be borne and paid by Assignee; and upon
Assignee's failure so to pay, Lessor may pay the same, and any payments so made
by Lessor, together with interest thereon at fifteen (15%)percent per annum
from the date of payment, shall immediately become due and payable by Assignee
as additional rent.
Assignee shall have no claim against Lessor, and Lessor shall have no
liability for, any damages, demands, penalties, suits, proceedings, claims,
actions and causes of action of any and every kind and nature arising or
growing out of, or in any way connected with, Assignee's use or occupancy of
the Demised Premises for the purpose permitted herein should such use or
occupancy be prohibited or substantially impaired by any law, ordinance or
regulation of federal, state, county or municipal governments or by any act of
legal, governmental or other public authority.
28. In addition to paragraph 13 of the Lease, to the extent permitted by
law, Lessor, her agents and employees, shall not be liable for, and Assignee
waives all claim's for, damages against Lessor, her agents and employees,
including, but not limited to, consequential damages to person, property or
otherwise sustained by Assignee or any person claiming through Assignee
resulting from any accident or occurrence in or upon any part of the Demised
Premises including, but not limited to, claims for damage resulting from: (a)
any equipment or appurtenances becoming out of repair; (b) Lessor's failure to
keep any part of the building in repair; (C) injury done or caused by wind,
water or other natural element; (d)
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30
any defect in or failure of plumbing, heating or air conditioning equipment,
electric wiring or installation thereof, gas, water and steam pipes, stairs,
porches, railings or walks; (e) broken glass; (f) the backing up of any sewer
pipe or downspout; (g) the bursting, leaking or running of any tank, tub,
washstand, water closet, waste pipe, drain or any other pipe or tank in, upon
or about such building or Demised Premises; (h) the escape of steam or hot
water; (I) water, snow or ice upon the Premises or adjacent thereto; (j) the
falling of any fixture, plaster or stucco; (k) damage to or loss by theft or
otherwise of property of Assignee or others and (1) acts or omissions of
persons on the Demised Premises, and (m) any act or omission of owners or
lessees of adjacent or contiguous property. All property of Assignee kept in
the Demised Premises shall be so kept at Assignee's risk only, and Assignee
shall save Lessor harmless and indemnified from Claims arising out of damage to
the same, including subrogation claims by Assignee's insurance carrier.
29. To the extent permitted by law, Assignee waives any rights it may have
against Lessor for loss or damage to its property or business caused by fire or
the negligence of the Lessor, her employees or agents. Further, to the extent
permitted by law, the Assignee waives any rights it may have against Lessor for
loss or damage to its property or business caused by the negligence of the
Lessor, her employees, invitees or agents to the extent the Assignee has
covered, or is obligated to cover, the loss by its insurance policies.
30. RENTAL NOTICE: In the event that any other part of 362/364 Park Avenue
becomes available to rent, whether it is commercial or residential, Lessor will
notify the Assignee in writing at least 7 days prior to entering into a lease
with any other person or entity.
31. FIRST RIGHT OF REFUSAL: In the event Lessor is tendered a bonafide
written offer to sell/purchase 362-364 Park Avenue, Glencoe, IL during the
pendency of the Lease or any extensions thereof, Lessor hereby agrees to notify
Assignee in writing of such offer. Assignee shall then have one calendar week
after Lessor gives such notice to agree in writing to purchase the property on
the same terms and conditions. The Assignee must deliver a written offer to
purchase subject to the same terms and conditions to Lessor within the seven
day period or Assignee's right to purchase shall terminate.
This paragraph shall only apply to the Assignee while the Assignee
occupies the property. If the Assignee does not occupy the property, this
Right to Purchase shall terminate. Further, this paragraph shall not apply to
an offer of purchase by the Lessor's children or grandchildren.
32. LETTER OF CREDIT. Assignee shall provide Lessor a Letter
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of Credit from the LaSalle National Bank in Chicago in an amount of $100,000 in
the form attached to this Amendment as Exhibit B within two days of the
Effective Date. The Letter of Credit shall include the terms and be in the
same form set forth on Exhibit B. If for any reason the LaSalle National Bank
in Chicago should fail or not continue in business, the Assignee shall provide
a letter of credit containing the same terms and conditions from another bank
in substantially the same financial condition as the LaSalle National Bank in
Chicago at the time of the Effective Date.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this
27th day of July, 1995.
LESSOR:
Joyce M. Hartley
---------------------------------------
JOYCE M. HARTLEY
LESSEE:
NORTH SHORE PREMIER PROPERTIES, INC.
BY: Richard Keefe
------------------------------------
Its: Chairman
-----------------------------------
Richard Keefe
---------------------------------------
RICHARD KEEFE
ASSIGNEE:
NORTH SHORE COMMUNITY BANK AND TRUST
COMPANY, an Illinois corporation f/k/a
NORTH SHORE BUILDING CORPORATION, an
Illinois corporation
By:
------------------------------------
Its: Chairman
-----------------------------------
9