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EXHIBIT 10.8
OFFICE LEASE
100 EAST WISCONSIN AVENUE
BY AND BETWEEN
100 EAST WISCONSIN AVENUE JOINT VENTURE,
AS LANDLORD,
AND
SYSTEMS & PROGRAMMING RESOURCES, INC.,
AS TENANT.
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INDEX
ARTICLE PAGE
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1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . 1
2. PREMISES AND TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. POSSESSION, USE AND ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. CONDITION OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. ALTERATIONS AND IMPROVEMENTS SUBSEQUENT TO INITIAL OCCUPANCY . . . . . . . . . . . . . . . . . . 8
11. WAIVER OF CLAIMS AND INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
12. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
13. SURRENDER OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14. HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
15. DAMAGE BY FIRE OR OTHER CASUALTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
16. EMINENT DOMAIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
17. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
18. RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
19. LANDLORD'S RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
20. ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
21. RELOCATION OF TENANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
22. ADJUSTMENTS TO MONTHLY BASE RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
23. REAL ESTATE BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
24. SUBORDINATION AND ATTORNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
25. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
26. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SCHEDULE 1 RENT SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
RIDER NO. 1 HAZARDOUS MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R-1
RIDER NO. 2 TENANT'S LEASE COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R-2
EXHIBIT A PLAN OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
EXHIBIT A-1 LEGAL DESCRIPTION OF THE LAND ON WHICH THE
BUILDING AND PARKING STRUCTURE ARE LOCATED . . . . . . . . . . . . . . . . . . . . . . . A-2
EXHIBIT B RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
EXHIBIT C WORK LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
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OFFICE LEASE
1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS
1.01 Basic Lease Provisions.
A. BUILDING AND ADDRESS: 100 EAST WISCONSIN AVENUE
Located on the Northwest Corner
of East Wisconsin Avenue and Water
Street, Milwaukee, Wisconsin 53202
B. LANDLORD AND ADDRESS: 100 EAST WISCONSIN AVENUE JOINT VENTURE
c/o Faison & Associates, Inc.
100 East Wisconsin Avenue
Suite 2400
Milwaukee, Wisconsin 53202
COPY TO: 100 EAST WISCONSIN AVENUE JOINT VENTURE
c/o Faison & Associates, Inc.
121 West Trade Street
1900 Interstate Tower
Charlotte, North Carolina 28202-5399
COPY TO: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Manager - Asset Management
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
COPY TO: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Milwaukee District Real Estate Office
Attention: District Manager
611 East Wisconsin Avenue
Suite 500
Milwaukee, Wisconsin 53202
C. TENANT AND NOTICE ADDRESS:
PRIOR TO COMMENCEMENT DATE: SYSTEMS & PROGRAMMING
RESOURCES, INC.
Attention: John Figliulo
100 North Corporate Drive
Suite 150
Brookfield, WI 53045
AFTER COMMENCEMENT DATE: SYSTEMS & PROGRAMMING
RESOURCES, INC.
Attention: John Figliulo
100 East Wisconsin Avenue
Suite 2700
Milwaukee, WI 53202
D. MANAGER AND ADDRESS: FAISON & ASSOCIATES, INC.
121 West Trade Street
1900 Interstate Tower
Charlotte, North Carolina 28202-
5399
E. DATE OF LEASE: April 19, 1996
F. LEASE TERM: Five (5) years.
G. COMMENCEMENT DATE OF TERM: June 1, 1996
H. EXPIRATION DATE OF TERM: May 31, 2001
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I. MONTHLY BASE RENT: See Schedule 1 attached hereto
J. RENTABLE AREA OF THE PREMISES: 5,220 rentable square
feet
K. FLOOR: Twenty-Seven (27) SUITE NO. 2700
L. TENANT'S BROKER: The Lozoff Company
M. RENTABLE SQUARE FOOTAGE OF THE BUILDING: 430,865 (as may
later be adjusted)
1.02 Identification of Exhibits and Riders. The exhibits and riders set
forth below and attached to this Lease are incorporated in this Lease
by this reference:
RIDER NO. 1 - HAZARDOUS MATERIALS
RIDER NO. 2 - TENANT'S LEASE COLLATERAL
EXHIBIT A - PLAN OF PREMISES
EXHIBIT A-1 - LEGAL DESCRIPTION OF THE LAND ON WHICH THE
BUILDING AND PARKING STRUCTURE ARE LOCATED
EXHIBIT B - RULES AND REGULATIONS
EXHIBIT C - WORK LETTER
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2. PREMISES AND TERM
2.01 Lease Of Premises. Landlord leases to Tenant and Tenant
leases from Landlord the premises ("Premises") shown on Exhibit A which are or
will be contained in the office building ("Building") located at the address
stated in 1.01A, which Building is part of an office building complex known as
the name given in 1.01A, upon the following terms and conditions. For purposes
of this Lease, "Complex" shall mean all land, building and other improvements
including the "Common Areas" (hereinafter defined) associated with the Building
located on the real property described in Exhibit A-1. It is agreed that the
rentable area of the Premises is as shown on Exhibit A and contains the number
of square feet of area stated in 1.01J (the "Rentable Area").
2.02 Term. The term of this Lease ("Term") shall commence on
the date ("Commencement Date") which is the earlier to occur of (i) the date
stated in 1.01G or (ii) the date Tenant first occupies all or part of the
Premises for the conduct of business. The Term shall expire on the date
("Expiration Date") stated in 1.01H unless sooner terminated as otherwise
provided in this Lease. The Commencement Date and the Expiration Date may be
extended in accordance with the work letter attached as Exhibit C ("Work
Letter"). Landlord and Tenant agree to execute and deliver a written
declaration, in recordable form, expressing the actual Commencement Date and
Expiration Date.
3. RENT
Tenant agrees to pay to Landlord at the office of the
Landlord's building manager ("Manager"), or at such other place designated by
Landlord, without any prior notice or demand and without any deduction
whatsoever, base rent at the initial monthly rate stated in 1.01I on a per diem
basis ("Monthly Base Rent"). Monthly Base Rent shall be paid monthly in
advance on or before the first day of each month of the Term, except that the
first installment of Monthly Base Rent shall be paid by Tenant to Landlord on
the Commencement Date. Tenant shall further pay Tenant's share of Operating
Costs as provided in 22.02. Monthly Base Rent shall be prorated on a per diem
basis for partial months within the Term. All charges, costs and sums required
to be paid by Tenant to Landlord under this Lease and under the Work Letter, in
addition to Monthly Base Rent shall be considered additional rent, and shall be
collectively called "Rent." Tenant's covenant to pay Rent shall be independent
of every other covenant in this Lease.
4. SECURITY DEPOSIT
[Intentionally Deleted]
5. SERVICES
5.01 Landlord's General Services. Landlord shall provide the
following services: (1) heat and air-conditioning in the Premises, Monday
through Friday from 8:00 a.m. to 6:00 p.m. and Saturday from 8:00 a.m. to 1:00
p.m., excluding national holidays, to the extent necessary for the comfortable
occupancy of the Premises under normal business operations (subject, however,
to applicable legal requirements and restrictions) and in the absence of the
use of machines, equipment or devices which
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affect the temperature otherwise maintained in the Premises; (2) city water
from the regular Building fixtures for drinking, lavatory and toilet purposes
only; (3) customary cleaning and janitorial services in the Premises Monday
through Friday, excluding national holidays; (4) customary cleaning, mowing,
grounds keeping, snow removal and trash removal in the "Common Areas"
(hereinafter defined); (5) washing of windows in the Premises, inside and
outside at reasonable intervals; (6) adequate passenger elevator service in
common with other tenants of the Building; and (7) freight elevator service
during operating hours subject to scheduling by Landlord. Additional capacity
or usage shall be provided at the option of Landlord (reasonably exercised) and
at the sole cost of Tenant.
5.02 Additional And After-Hour Services. Landlord shall not
be obligated to furnish any services or utilities, other than those stated in
5.01 above. If Landlord elects to furnish services or utilities requested by
Tenant in addition to those listed in 5.01 or at times other than those stated
in 5.01, Tenant shall pay to Landlord as additional Rent, the prevailing
charges for such services and utilities, within ten (10) days after billing.
If Tenant fails to make any such payment, Landlord may, without notice to
Tenant and in addition to Landlord's other remedies under this Lease,
discontinue any or all of such additional or after-hour services. No such
discontinuance of any service shall result in any liability of Landlord to
Tenant or be considered an eviction or a disturbance of Tenant's use of the
Premises.
5.03 Delays in Furnishing Services. If as a result of any
failure to furnish or delay in furnishing any of the services described in
5.01, the Premises are rendered substantially untenantable for a period of more
than seventy-two (72) consecutive hours and Tenant does not occupy the Premises
due to such untenantability, then, commencing upon the expiration of said
72-hour period, Monthly Base Rent shall abate for the duration of such
untenantability until Tenant is able to resume or does resume occupancy of the
Premises. Tenant agrees that Landlord shall not be liable for damages for
failure to furnish or delay in furnishing any service if attributable to any of
the causes described in 26.05 and if not thus attributable, then only to the
extent of abatement of Monthly Base Rent. No failure or delay shall be
considered to be an eviction or disturbance of Tenant's use or possession of
Premises.
5.04 Telephone. Tenant shall make arrangements directly with
a telephone company for telephone service in the Premises desired by Tenant.
Tenant shall pay for all telephone service used or consumed in the Premises,
including the cost of installation, maintenance and replacement of any items.
5.05 Electricity. Landlord shall provide electrical conduit
and wiring to the boundary of the Premises with sufficient capacity to provide
electricity for normal business usage for lights and business machines.
Tenant's usage of electricity shall be separately metered and Tenant shall pay
for all electricity used in the Premises and for the installation and
maintenance of the meter. Such costs shall not be included in Operating Costs
as defined in 22.01C.
6. POSSESSION, USE AND ENJOYMENT
6.01 Possession and Use of Premises. Tenant shall be
entitled to possession of the Premises when the Work is "substantially
completed" (as defined in the Work Letter).
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Tenant shall occupy and use the Premises for general office purposes only.
Tenant shall be entitled to access to the Premises twenty-four (24) hours a day
seven (7) days a week, subject to reasonable security policies and restrictions
of Landlord. Tenant shall not occupy or use the Premises or permit the use or
occupancy of the Premises for any purpose or in any manner which: (1) is
unlawful or in violation of any applicable legal, governmental or
quasi-governmental requirement, ordinance or rule (including the Board of Fire
Underwriters); (2) may be dangerous to persons or property; (3) may invalidate
or increase the amount of premiums for any policy of insurance affecting the
Building or the Complex, and if any additional amounts of insurance premiums
are so incurred, Tenant shall pay to Landlord the additional amounts on demand
and such payment shall not authorize such use; (4) may create a nuisance,
disturb any other tenant of the Building or the Complex or the occupants of
neighboring property or injure the reputation of the Building or the Complex;
or (5) violates the Rules and Regulations of the Building or any restrictions
of record as they are now or may be modified. A copy of the Rules and
Regulations is attached to this Lease as Exhibit B.
6.02 Quiet Enjoyment. So long as Tenant is not in default
under this Lease, Tenant shall be entitled to peaceful and quiet enjoyment of
the Premises, subject to the terms of this Lease.
6.03 Common Areas.
A. For purposes of this Lease "Common Areas" shall
mean all areas, improvements, space, equipment and special services in
or serving the Complex provided by Landlord for the common or joint
use and benefit of tenants, customers, and other invitees, including
without limitation garage access roads, driveways, entrances and
exits, skywalks connected to the Building, retaining walls, landscaped
areas, truck serviceways or tunnels, loading docks, pedestrian
walk-ways, atriums, walls, courtyards, concourses, stairs, ramps,
sidewalks, washrooms, signs identifying or advertising the Complex,
maintenance buildings, utility buildings, maintenance and utility
rooms and closets, hallways, lobbies, elevators and their housing and
rooms, common window areas, walls and ceilings in Common Areas, and
trash or rubbish areas.
B. Provided Tenant is not in default under this
Lease, Tenant shall be entitled to use, in common with others entitled
thereto, the Common Areas (other than any portion of the riverwalk
areas that might be part of the Complex) as may be designated from
time to time by Landlord, subject however to the terms and conditions
of this Lease and to the rules and regulations for the use thereof as
may be prescribed from time to time by Landlord. If the size or
configuration of the Common Areas is diminished or altered, Landlord
shall not be liable to Tenant therefor, nor shall Tenant be entitled
to any compensation or diminution or abatement of Rent, nor shall such
diminution or alteration of the Common Areas be considered a
constructive or actual eviction.
7. CONDITION OF PREMISES
Tenant shall notify Landlord in writing within thirty (30)
days after Tenant takes possession of the Premises of any defects in the
Premises claimed by Tenant. Except for defects
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stated in such notice and latent defects discovered within one (1) year after
such possession, Tenant shall be conclusively presumed to have accepted the
Premises in the condition existing on the date Tenant first takes possession,
and to have waived all claims relating to the condition of the Premises. No
agreement of Landlord to alter, remodel, decorate, clean or improve the
Premises, the Building, the Common Areas or the Complex and no representation
regarding the condition of the Premises, the Building, the Common Areas or the
Complex has been made by or on behalf of Landlord to Tenant, except as stated
in this Lease or in the Work Letter. Landlord shall use reasonable efforts to
correct any defect in the Premises reported by Tenant within thirty (30) days
after Landlord receives such notice from Tenant.
8. ASSIGNMENT AND SUBLETTING
8.01 Assignment and Subletting. Without the prior written
consent of Landlord, Tenant shall not sublease the Premises, or assign,
mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of
this Lease or the interest of Tenant in this Lease, in whole or in part, by
operation of law, court decree or otherwise. Landlord's consent shall not be
unreasonably withheld or delayed. Landlord will not be deemed to have
unreasonably withheld its consent if it does so because (a) the subtenant's or
assignee's use of the Premises is in contravention of 6.01 hereof, or breaches
any exclusive rights granted any other tenant; (b) the proposed subtenant or
assignee has defaulted under any other leases with Landlord for space in the
building or elsewhere; (c) the subtenant's or assignee's intended use of the
Premises is reasonably expected to either (i) increase the Landlord's common
area maintenance or operating costs over those attributable to Tenant's use of
the Premises; or (ii) be incompatible with the other tenant mix in the
building; or (d) the subtenant or assignee is not credit worthy or, in
Landlord's reasonable judgement, financially capable of performing Tenant's
obligations under this Lease. The enumeration of the foregoing reasons shall
not be deemed to exclude other reasons for denying consent. If Tenant desires
to assign this Lease or enter into any sublease of the Premises, Tenant shall
deliver written notice of such intent to Landlord, together with a copy of the
proposed assignment or sublease at least sixty (60) days prior to the effective
date of the proposed assignment or commencement date of the term of the
proposed sublease. Landlord shall respond to the proposed assignment or
sublease at least thirty (30) days prior to the effective date of the proposed
assignment or commencement date of the term of the proposed sublease. Any
sublease shall be expressly subject to the terms and conditions of this Lease,
and Tenant shall pay Landlord on the first day of each month during the term of
the sublease, fifty percent (50%) of the excess of all rent and other
consideration due from the subtenant for such month over that portion of the
Monthly Base Rent due under this Lease for said month which is allocable on a
square footage basis to the space sublet. In the event of any sublease or
assignment, Tenant shall not be released or discharged from any liability,
whether past, present or future, under this Lease, including any renewal term
of this Lease. For purposes of this Section, an assignment shall be considered
to include a change in the majority ownership or control of Tenant if Tenant is
a partnership or a corporation whose shares of stock are not traded publicly;
provided, however, in the event the net worth of the Tenant after such change
in majority ownership or control is equal to or greater than the net worth of
the Tenant prior thereto (in the reasonable opinion of Landlord), Landlord's
consent to such change in the majority ownership or control of Tenant shall not
be required. Tenant
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shall reimburse Landlord for all reasonable costs incurred by Landlord in
connection with the proposed assignment or sublease, including without
limitation attorneys' fees, brokerage fees and costs incurred in connection
with review and investigation of the proposed assignee or subtenant.
Anything contained in the foregoing provisions of this Section
to the contrary notwithstanding, neither Tenant nor any other person having an
interest in the possession, use, occupancy or utilization of the Premises shall
enter into any lease, sublease, license, concession or other agreement for use,
occupancy or utilization of space in the Premises which provides for rental or
other payment for such use, occupancy or utilization based, in whole or in
part, on the net income or profits derived by any person from the premises
leased, used, occupied or utilized (other than an amount based on a fixed
percentage or percentages of receipts or sales), and any such purported lease,
sublease, license, concession or other agreement shall be absolutely void and
ineffective as a conveyance of any right or interest in the possession, use,
occupancy or utilization of any part of the Premises.
8.02 Recapture. If Tenant desires to enter into any sublease
of the Premises, Landlord shall have the option to exclude from the Premises
covered by this Lease, the space proposed to be sublet by Tenant, effective as
of the proposed commencement date of sublease of said space by Tenant.
Landlord may exercise said option by giving Tenant written notice within twenty
(20) days after receipt by Landlord of Tenant's notice of the proposed
sublease; provided, however, in the event Landlord exercises its right to
exclude any such portion or all of the Premises from this Lease, Tenant shall
have the right, by written notice delivered to Landlord within five (5) days
after receipt by Tenant of Landlord's exercise notice, to rescind Tenant's
request to sublease such portion or all of the Premises, and Tenant's request
to sublease all or a portion of the Premises and Landlord's exercise of the
option contained in this Section 8.02 shall be deemed null and void. If
Landlord exercises said option, Tenant shall surrender possession of the
proposed sublease space to Landlord on the effective date of exclusion of said
space from the Premises covered by this Lease, and neither party hereto shall
have any further rights or liabilities with respect to said space under this
Lease. Effective as of the date of exclusion of any portion of the Premises
covered by this Lease pursuant to this paragraph, (i) the Monthly Base Rent
shall be reduced in the same proportion as the number of square feet of
Rentable Area contained in the portion of the Premises so excluded bears to the
number of square feet of Rentable Area contained in the Premises immediately
prior to such exclusion, and (ii) the Rentable Area of the Premises specified
in 1.01J shall be decreased by the number of square feet of Rentable Area
contained in the portion of the Premises so excluded, for all purposes under
this Lease.
9. MAINTENANCE
9.01 Landlord's Maintenance. Landlord, at its expense, shall
maintain and make necessary repairs to the structural elements and exterior
windows of the Building and the Common Areas, and, subject to 15.04, the
electrical, plumbing, heating, ventilation and air conditioning systems of the
Building and the Common Areas, except that:
A. Landlord shall not be responsible for the
maintenance, repair or replacement of any such systems which
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are located within the Premises and are supplemental or special to the
Building's standard systems, whether installed pursuant to the Work
Letter or otherwise, or floor or wall coverings in the Premises; and
B. The cost of performing any of said maintenance or
repairs caused by the negligence of Tenant, its employees, agents,
servants, licensees, subtenants, contractors or invitees, or the
failure of Tenant to perform its obligations under this Lease shall be
paid by Tenant, except to the extent of insurance proceeds, if any,
actually collected by Landlord with regard to the damage necessitating
such repairs. Tenant shall perform such repairs subject to the
procedures established in 10.01 herein.
9.02 Tenant's Maintenance. Tenant, at its expense, shall
keep and maintain the Premises in good order, condition and repair and in
accordance with all applicable legal, governmental and quasi-governmental
requirements, ordinances and rules (including the Board of Fire Underwriters).
9.03 Maintenance of Common Areas. The Common Areas shall be
subject to the control, management, operation and maintenance of Landlord.
Landlord shall have the right from time to time to establish, modify and
enforce rules and regulations with respect to the Common Areas. Tenant agrees
to comply with such rules and regulations, to cause its officers, agents,
contractors and employees to so comply and to use its best efforts to cause its
customers, invitees, concessionaires, suppliers and licensees to so comply.
Landlord shall have the right to construct, maintain and operate lighting and
other facilities in and on the Common Areas; to grant third parties temporary
rights of use thereof; from time to time to change the area, level, location or
arrangement of parking areas and other facilities located in the Common Areas
(provided such change does not unreasonably affect Tenant's parking rights
provided herein); to close all or any portion of the Common Areas to such
extent as may, in the opinion of Landlord, be legally sufficient to prevent a
dedication thereof or accrual of any rights to any person or the public
therein; to close temporarily all or any part of the parking areas or parking
facilities; and to do and perform such other acts in and to the Common Areas
as, in the exercise of good business judgment, Landlord shall determine to be
advisable. Landlord will operate and maintain the Common Areas in such manner
as Landlord, in its sole discretion, shall determine from time to time. In
exercising its rights under this 9.03, Landlord shall use reasonable efforts to
minimize any interference with Tenant's use of the Premises and Common Areas.
10. ALTERATIONS AND IMPROVEMENTS SUBSEQUENT TO INITIAL OCCUPANCY
10.01 Tenant's Alterations Subsequent to Initial Occupancy.
Tenant shall not, without the prior written consent of Landlord, make or cause
to be made any alterations, improvements, additions or installations in or to
the Premises subsequent to the initial occupancy of the Premises by Tenant. If
Landlord so consents, before commencement of any such work or delivery of any
materials into the Premises or the Building, Tenant shall furnish to Landlord
for approval: architectural plans and specifications, names and addresses of
all contractors, contracts, necessary permits and licenses, certificates of
insurance and instruments of indemnification against any and all claims, costs,
expenses, damages and liabilities which may arise in connection with such work,
all in such form and amount as may
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be satisfactory to Landlord. In addition, prior to commencement of any such
work or delivery of any materials into the Premises, Tenant shall provide
Landlord with evidence reasonably satisfactory to Landlord of Tenant's ability
to pay for such work and materials in full, and, if requested by Landlord,
shall deposit with Landlord at such time such security for the payment of said
work and materials as Landlord may require. Tenant agrees to hold Landlord,
the Manager and their respective agents and employees forever harmless against
all claims and liabilities of every kind, nature and description which may
arise out of or in any way be connected with such work. All such work shall be
done only by contractors or mechanics approved in writing by Landlord and at
such time and in such manner as Landlord may from time to time designate.
Tenant shall pay the cost of all such work. Upon completion of such work,
Tenant shall furnish Landlord with contractors' affidavits and full and final
waivers of lien and receipted bills covering all labor and materials expended.
All such work shall be in compliance with all applicable legal, governmental
and quasi-governmental requirements, ordinances and rules (including the Board
of Fire Underwriters), and all requirements of applicable insurance companies.
All such work shall be done in a good and workmanlike manner and with the use
of good grades of materials including fire protection grades equivalent with
those of the Building. Tenant shall permit Landlord, if Landlord so desires,
to supervise construction operations in connection with such work; provided,
however, that such supervision or right to supervise by Landlord and the
approval or disapproval of the plans and specifications for such work in any
situation shall not constitute any warranty by Landlord to Tenant of the
adequacy of the design, workmanship or quality of such work or materials for
Tenant's intended use or impose any liability upon Landlord in connection with
the performance of such work. All alterations, improvements, additions and
installations to or on the Premises shall (subject to Article 13) become part
of the Premises at the time of their installation and shall remain in the
Premises at the expiration or termination of this Lease or termination of
Tenant's right to possession of the Premises, without compensation or credit to
Tenant; provided, however, all such alterations, improvements, additions and
installations shall remain the personal property of the Tenant for tax purposes
during the Term of this Lease.
10.02 Decorative Alterations. Notwithstanding the foregoing,
nothing herein shall be deemed to require the Landlord's consent for decorative
alterations such as installation of wall coverings, hanging of paintings,
prints and other wall hangings, painting of walls or similar alterations
affecting only the interior of the Premises.
10.03 Liens. Tenant shall not permit any lien or claim for
lien of any mechanic, laborer or supplier or any other lien to be filed against
the Complex, the Building, the Common Areas, the land which comprises the
Complex, the Premises, or any part of such property arising out of work
performed, or alleged to have been performed by, or at the direction of, or on
behalf of Tenant. If any such lien or claim for lien is filed, Tenant shall
within five (5) days after such filing either have such lien or claim for lien
released of record or shall deliver to Landlord a bond or other security in
form, content, amount, and issued by a company satisfactory to Landlord
indemnifying Landlord, Manager and others designated by Landlord against all
costs and liabilities resulting from such lien or claim for lien and the
foreclosure or attempted foreclosure thereof. If Tenant fails to have such
lien or claim for lien so released or to deliver such bond to Landlord,
Landlord, without investigating
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the validity of such lien, may pay or discharge the same and Tenant shall
reimburse Landlord upon demand for the amount so paid by Landlord, including
Landlord's expenses and attorneys' fees.
11. WAIVER OF CLAIMS AND INDEMNITY
11.01 Waiver. To the fullest extent permitted by law, Tenant
hereby releases and waives all claims against Landlord, the Manager and their
respective agents and employees for injury or damage to person or property
sustained in or about the Complex, the Building or the Premises by Tenant, its
agents or employees other than damage caused by the negligence of Landlord, the
Manager or their respective agents or employees.
11.02 Indemnification.
A. Tenant agrees to indemnify, defend and hold
harmless Landlord, the Manager and their respective agents and
employees, from and against any and all liabilities, claims, demands,
costs and expenses of every kind and nature (including attorneys'
fees), including those arising from any injury or damage to any person
(including death) or property (a) sustained in or about the Premises,
(b) resulting from the negligence or willful act of Tenant, its
employees, agents, servants, invitees, licensees or subtenants, or (c)
resulting from the failure of Tenant to perform its obligations under
this Lease; provided, however, Tenant's obligations under this section
shall not apply to injury or damage resulting from the negligence or
willful act of Landlord, the Manager or their respective agents or
employees.
B. Landlord agrees to indemnify, defend and hold
harmless Tenant, and its respective agents and employees, from and
against any and all liabilities, claims, demands, costs and expenses
of every kind and nature (including attorneys' fees), arising from any
injury or damage to any person (including death) or property (a)
sustained in or about the Building and resulting from the negligence
or willful act of Landlord, its employees, agents or servants, or (b)
resulting from the failure of Landlord to perform its obligations
under this Lease; provided, however, Landlord's obligations under this
Section shall not apply to injury or damage resulting from the
negligence or willful act of Tenant, or its respective agents or
employees.
11.03 Waiver of Subrogation. Notwithstanding such waiver and
indemnification or anything else to the contrary contained in this Lease:
A. Tenant shall not be responsible or liable to
Landlord for any loss resulting from a peril to the extent that
Landlord is required to insure against such peril hereunder. Landlord
shall cause its policy or policies of insurance to contain effective
waivers of subrogation for the benefit of Tenant.
B. Landlord and Manager shall not be responsible or
liable to Tenant for any event, act or omission to the extent covered
by insurance required to be obtained and maintained by Tenant with
respect to the Premises and its use and occupancy thereof (whether or
not such insurance is actually obtained or maintained) and the
proceeds of such other insurance as is obtained and maintained by
Tenant with
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respect to the Premises and to its use and occupancy thereof. Tenant
shall cause its policy or policies of insurance to contain effective
waivers of subrogation for the benefit of Landlord.
12. EVENTS OF DEFAULT
12.01 Events of Default. Each of the following shall
constitute an event of default by Tenant under this Lease: (1) Tenant fails to
pay any installment of Rent when due, and such failure continues for five (5)
days after written notice to Tenant (provided Landlord shall not be obligated
to give more than two (2) such notices in any calendar year, and any failure by
Tenant to pay rent when due in any calendar year after Landlord has given
Tenant such notices shall immediately be considered an event of default); (2)
Tenant fails to observe or perform any of the other non-monetary covenants,
conditions or provisions of this Lease or under the Work Letter to be observed
or performed by Tenant and fails to cure such non-monetary default within
fifteen (15) days after written notice to Tenant, provided, however, in the
event Tenant is unable in good faith to cure any non-monetary default within
such fifteen (15) days, and further provided Tenant proceeds prudently and
diligently to cure such default, Tenant shall have a reasonable time thereafter
to cure such default; (3) the interest of Tenant in this Lease is levied upon
through execution or other legal process; (4) a petition is filed by Tenant to
declare Tenant bankrupt or seeking a plan of reorganization or arrangement
under any Chapter of the Bankruptcy Code, or any amendment, replacement or
substitution therefor, or to delay payment of, reduce or modify Tenant's debts,
or an involuntary petition is filed by or against Tenant to declare Tenant
bankrupt or seeking a plan of reorganization or arrangement under any Chapter
of the Bankruptcy Code, or any amendment, replacement or substitution therefor,
or to delay payment of, reduce or modify Tenant's debts, and such involuntary
petition is not dismissed within sixty (60) days after the same is filed, or
any petition is filed or other action taken to reorganize or modify Tenant's
capital structure or upon the dissolution of Tenant; (5) Tenant is declared
insolvent by law or any assignment of Tenant's property is made for the benefit
of creditors; (6) a receiver is appointed for Tenant or Tenant's property; (7)
Tenant abandons the Premises; or (8) Tenant fails to provide or maintain the
Tenant's Lease Collateral as provided in Rider No. 2 hereof.
12.02 Late Charges. All delinquent Rent shall bear interest
at the maximum rate permitted by law or fifteen percent (15%) per annum,
whichever is less, from the date due (prior to any grace period for payment)
until paid.
12.03 Landlord's Remedies. Upon the occurrence of an event
of default by Tenant under this Lease, Landlord, at its option, without further
notice or demand to Tenant, may in addition to all other rights and remedies
provided in this Lease, at law or in equity:
A. Terminate this Lease and Tenant's right of
possession of the Premises, and recover all damages to which Landlord
is entitled under law, specifically including, without limitation: (a)
the sum of all rental and other payments owed to Landlord hereunder
accrued to the date of such termination; (b) all Landlord's expenses
of reletting (including repairs, alterations, improvements, additions,
decorations, legal fees and brokerage commissions) to the
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extent provided for in Chapter 704, Wis. Stats.; and (c) as liquidated
damages, an amount equal to (i) the present value of the total rental
and other payments owed hereunder for the remaining portion of the
Lease Term, calculated as if such term expired on the date set forth
in 1.01(H), less (ii) the then present fair market rental value of the
Premises for such period.
B. Terminate Tenant's right of possession of the
Premises without terminating this Lease, in which event Landlord shall
be entitled to all remedies available under Wisconsin law and equity,
including without limitation, Section 704.29, Wis. Stats., provided
Landlord shall use reasonable efforts to relet the Premises, or any
part thereof for the account of Tenant, for such rent and term and
upon such terms and conditions as are then reasonably obtainable. For
purposes of such reletting Landlord is authorized to redecorate,
repair, alter and improve the Premises to the extent provided for by
Chapter 704, Wis. Stats. Until Landlord does relet the Premises,
Tenant shall pay Landlord monthly on the first day of each month
during the period that Tenant's right of possession is terminated, a
sum equal to the amount of Rent due under this Lease for such month.
If and when the Premises are relet and a sufficient sum is not
realized from such reletting after payment of all Landlord's expenses
of reletting permitted under Chapter 704, Wis. Stats. (including
repairs, alterations, improvements, additions, decorations, legal fees
and brokerage commissions) to satisfy the payment of Rent due under
this Lease for any month, Tenant shall pay Landlord any such
deficiency monthly upon demand. Tenant agrees that Landlord may file
suit to recover any sums due to Landlord under this Section from time
to time and that such suit or recovery of any amount due Landlord
shall not be any defense to any subsequent action brought for any
amount not previously reduced to judgment in favor of Landlord. If
Landlord elects to terminate Tenant's right to possession only without
terminating this Lease, Landlord may, at its option, enter into the
Premises, remove Tenant's signs and other evidences of tenancy, and
take and hold possession thereof, as stated in Article 13; provided,
however, that such entry and possession shall not terminate this Lease
or release Tenant, in whole or in part, from Tenant's obligation to
pay the Rent reserved hereunder for the full Term or from any other
obligation of Tenant under this Lease. Nothing contained herein shall
be deemed to affect Landlord's obligation to mitigate damages.
C. Upon the filing of a petition by or against the
Tenant under the Bankruptcy Code, the Tenant, as debtor and as
debtor-in-possession, and any trustee who may be appointed agree as
follows: (a) to perform each and every obligation of Tenant under
this Lease until such time as this Lease is either rejected or assumed
by order of the United States Bankruptcy Court; (b) to pay monthly in
advance on the first day of each month as reasonable compensation for
use and occupancy of the Premises an amount equal to all Rent and
other charges otherwise due pursuant to this Lease; (c) to reject or
assume this Lease within sixty (60) days of the filing of such
petition; (d) to give Landlord at least forty-five (45) days prior
written notice of any proceeding relating to any assumption of this
Lease; (e) to give at least thirty (30) days prior written notice of
any abandonment of the Premises; any such abandonment to be deemed a
rejection of this Lease; (f) to do all other things of benefit to the
Landlord otherwise required under
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the Bankruptcy Code; (g) to be deemed to have rejected this Lease in
the event of the failure to comply with any of the above; and (h) to
have consented to the entry of an order by an appropriate United
States Bankruptcy Court providing all of the above, waiving notice and
hearing of the entry of same. No default of this Lease by the Tenant,
either prior to or subsequent to the filing of such a petition, shall
be deemed to have been waived unless expressly done so in writing by
the Landlord.
12.04 Attorneys' Fees. Tenant shall pay, upon demand, all
costs and expenses, including reasonable attorneys' fees, incurred by Landlord
in enforcing Tenant's obligations under this Lease or in the Work Letter or
resulting from Tenant's default under this Lease. Landlord shall pay, upon
demand, all costs and expenses, including reasonable attorneys' fees, incurred
by Tenant in enforcing Landlord's obligations under this Lease and the Work
Letter or resulting from Landlord's default under this Lease.
13. SURRENDER OF PREMISES
Upon the expiration or termination of this Lease or
termination of Tenant's right of possession of the Premises, Tenant shall
surrender and vacate the Premises immediately and deliver possession thereof to
Landlord in a clean, good and tenantable condition, ordinary wear excepted.
Upon any termination which occurs other than by reason of Tenant's default,
Tenant shall be entitled to remove from the Premises all unattached and
moveable trade fixtures and personal property of Tenant without credit or
compensation from Landlord, provided Tenant immediately shall repair all damage
resulting from such removal and shall restore the Premises to a tenantable
condition. In the event possession of the Premises is not immediately
delivered to Landlord or if Tenant shall fail to remove any unattached and
movable trade fixtures or personal property which Tenant is entitled to remove,
Landlord may remove same without any liability to Tenant. Any movable trade
fixtures and personal property which may be removed from the Premises by Tenant
but which are not so removed upon the vacancy of the Premises shall be
conclusively presumed to have been abandoned by Tenant and title to such
property shall pass to Landlord without any payment or credit and Landlord may,
at its option and at Tenant's expense, store and/or dispose of such property.
14. HOLDING OVER
Tenant shall pay Landlord double the Rent then applicable for
each month or partial month during which Tenant retains possession of the
Premises, or any part of the Premises, after the expiration or termination of
this Lease, or the termination of Tenant's right of possession of the Premises.
Tenant shall also indemnify Landlord against all liabilities and damages
sustained by Landlord by reason of such retention of possession. The
provisions of this Article shall not constitute a waiver by Landlord of any
re-entry rights of Landlord available under this Lease or by law.
15. DAMAGE BY FIRE OR OTHER CASUALTY
15.01 Substantial Untenantability. If either the Premises,
the Building or the Complex is rendered substantially untenantable by fire or
other casualty, Landlord may elect by
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giving Tenant written notice within one hundred twenty (120) days after the
date of said fire or casualty, either to: (1) terminate this Lease as of the
date of the fire or other casualty; or (2) proceed to repair or restore the
Premises, the Building or the Complex (other than leasehold improvements and
personal property installed by Tenant), to substantially the same condition as
existed immediately prior to such fire or casualty.
If Landlord elects to proceed pursuant to subsection (2)
above, Landlord's notice shall contain Landlord's reasonable estimate of the
time required to substantially complete such repair or restoration. If such
estimate indicates that the time so required will exceed one hundred eighty
(180) days from the date of the casualty, then Tenant shall have the right to
terminate this Lease as of the date of such casualty by giving written notice
to Landlord not later than twenty (20) days after the date of the Landlord's
notice. If Landlord's estimate indicates that the repair or restoration can be
substantially completed within one hundred eighty (180) days, or if Tenant
fails to exercise its said right to terminate this Lease, this Lease shall
remain in force and effect.
15.02 Insubstantial Untenantability. If either the Premises,
the Building or the Complex is damaged by fire or other casualty but is not
rendered substantially untenantable, then Landlord shall diligently proceed to
repair and restore the damaged portions thereof, other than the leasehold
improvements and all personal property installed by Tenant, to substantially
the same condition as existed immediately prior to such fire or casualty,
unless such damage occurs during the last twelve (12) months of the Term, in
which event Landlord shall have the right to terminate this Lease as of the
date of such fire or other casualty by giving written notice to Tenant within
thirty (30) days after the date of such fire or other casualty.
15.03 Rent Abatement. If all or any part of the Premises are
damaged by fire or other casualty and this Lease is not terminated, Monthly
Base Rent shall abate for all or that part of the Premises which are
untenantable on a per diem and proportionate area basis from three (3) days
after the date of the fire or other casualty until Landlord has substantially
completed the repair and restoration work in the Premises which it is required
to perform, provided, that as a result of such fire or other casualty, Tenant
does not occupy the portion of the Premises which are untenantable during such
period.
15.04 Tenant's Restoration. If all or any part of the
Premises are damaged by fire or other casualty and this Lease is not
terminated, Tenant shall promptly and with due diligence repair and restore the
leasehold improvements, and all personal property previously installed by
Tenant pursuant to this Lease.
16. EMINENT DOMAIN
16.01 Permanent Taking. If all or any part of the Premises,
the Building or the Complex is permanently taken or condemned by any competent
authority for any public use or purpose (including a deed given in lieu of
condemnation), which renders the Premises substantially untenantable, this
Lease shall terminate as of the date title vests in such authority, and Monthly
Base Rent shall be apportioned as of such date.
16.02 Insubstantial Taking. If any part of the Premises, the
Building or the Complex is taken or condemned for any public use or purpose
(including a deed given in lieu of
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condemnation) and this Lease is not terminated pursuant to 16.01, Monthly Base
Rent shall be reduced for the period of such taking by an amount which bears
the same ratio to Monthly Base Rent then in effect as the number of square feet
of Rentable Area in the Premises so taken or condemned, if any, bears to the
number of square feet of Rentable Area specified in 1.01J. Landlord, upon
receipt and to the extent of the award in condemnation or proceeds of sale,
shall make necessary repairs and restorations (exclusive of leasehold
improvements and personal property installed by Tenant) to restore the Premises
remaining to as near its former condition as circumstances will permit, and to
the Building and Complex to the extent necessary to constitute the portion of
same not so taken or condemned as a complete architectural unit. In the event
of any taking or condemnation described in this 16.02, the Rentable Area of the
Premises stated in 1.01J and the Rentable Area of the Complex as specified in
this Lease, shall be reduced, respectively, for all purposes under this Lease
by the number of square feet of Rentable Area of the Premises, if any, and the
Complex, if any, so taken or condemned as determined and certified by an
independent professional architect selected by Landlord.
16.03 Compensation. Landlord shall be entitled to receive
the entire price or award from any such sale, taking or condemnation without
any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's interest,
if any, in such award; provided, however, Tenant shall have the right
separately to pursue against the condemning authority an award in respect of
the loss, if any, to leasehold improvements paid for by Tenant without any
credit or allowance from Landlord. Under no circumstances shall the Tenant
seek or be entitled to any compensation for the value of its leasehold estate.
17. INSURANCE
17.01 Tenant's Insurance. Tenant, at its expense, shall
maintain in force during the Term:
A. Comprehensive general public liability insurance,
which shall include coverage for personal liability, contractual
liability, bodily injury (including death) and property damage, all on
an occurrence basis with respect to the business carried on, in or
from the Premises and Tenant's use and occupancy of the Premises with
coverage for any one occurrence or claim of not less than $3,000,000
or such other amount as Landlord may reasonably require upon not less
than six (6) months prior written notice; and
B. All risk coverage insurance for the replacement
value of leasehold improvements (regardless of whether they belong to
Landlord or Tenant) and Tenant's property (including fixtures,
improvements and equipment) located in the Premises and such other
insurance against such other perils and in such amounts as Landlord
may from time to time reasonably require upon not less than ninety
(90) days prior written notice, such requirement to be made on the
basis that the required insurance is customary at the time for prudent
tenants of properties similar to the Complex in the area of the city
stated in 1.01A.
All insurance required to be maintained by Tenant shall be on
terms and with insurers reasonably acceptable to Landlord. Landlord shall be
named as an additional insured and such insurance shall contain a cross
liability endorsement with respect to the comprehensive general public
liability insurance.
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The policy will not change, lapse or be canceled, except after not less than
thirty (30) days prior written notice to Landlord of the intended change, lapse
or cancellation. Tenant shall furnish to Landlord, if and whenever requested
by it, certificates or other evidences acceptable to Landlord as to the
insurance from time to time maintained by Tenant and the renewal or
continuation in force of such insurance.
17.02 Landlord's Insurance. Landlord, at its expense, shall
maintain in force during the Term:
A. Fire and extended coverage insurance for at least
ninety percent (90%) of the replacement value of the Complex (other
than those portions required to be insured by Tenant), less footings
and foundations; and
B. Comprehensive general public liability insurance
with respect to the business carried on in the Complex with coverage
for any one occurrence or claim of not less than $5,000,000.
18. RULES AND REGULATIONS
Tenant agrees for itself and for its subtenants, employees,
agents, and invitees to comply with the Rules and Regulations attached hereto
as Exhibit B. Landlord and Tenant agree that the Rules and Regulations may be
amended from time to time. Said amendment shall become a part of this Lease
upon written notification to Tenant of the changes. Landlord agrees that the
rules and regulations shall not be enforced in an inconsistent or
discriminatory manner.
19. LANDLORD'S RIGHTS
Landlord shall have the following rights exercisable without
notice (except as expressly provided to the contrary) and without being deemed
an eviction or disturbance of Tenant's use or possession of the Premises or
giving rise to any claim for set-off or abatement of Rent: (1) to change the
name or street address of the Building or the Complex, upon thirty (30) days'
prior written notice to Tenant; (2) to install, affix and maintain all signs on
the exterior and/or interior of the Building and in and about the Complex; (3)
to designate and/or approve prior to installation, all types of signs, window
shades, blinds, drapes, awnings or other similar items, and all internal
lighting that may be visible from the exterior of the Premises; (4) to display
the Premises to prospective tenants at reasonable hours during the last nine
(9) months of the Term; (5) to change the arrangement of entrances, doors,
corridors, elevators and stairs in the Building including adding skywalks to
connect the Building to another building, provided that no such change shall
materially adversely affect access to the Premises; (6) to grant to any party
the exclusive right to conduct any business or render any service in or to the
Building, provided such exclusive right shall not operate to prohibit Tenant
from using the Premises for the purposes permitted hereunder; (7) to prohibit
the placing of vending or dispensing machines of any kind in or about the
Premises other than for the use by Tenant's employees; (8) to have access for
Landlord and other tenants of the Building to any mail chutes and boxes located
in or on the Premises according to the rules of the United States Post Office;
(9) to close the Building after normal business hours, except that Tenant and
its employees and invitees shall be entitled to admission at all times under
such regulations as Landlord
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prescribes for security purposes; (10) to take any and all reasonable measures,
including inspections and repairs to the Premises or to the Building, as may be
necessary or desirable in the operation or protection thereof; (11) to retain
at all times master keys or pass keys to the Premises; (12) to install, operate
and maintain security systems which monitor, by closed circuit television or
otherwise, all persons entering and leaving the Building or the Complex; (13)
to install and maintain pipes, ducts, conduits, wires and structural elements
located in the Premises which serve other parts or other tenants of the
Building; and (14) to inspect the Premises from time to time to determine
compliance with Tenant's obligations under this Lease and to show the Premises
to prospective purchasers or lenders. In exercising its rights under this
Section 19, Landlord shall use reasonable efforts to minimize any interference
with Tenant's use of the Premises and Common Areas.
20. ESTOPPEL CERTIFICATE
Tenant shall from time to time, upon not less than ten (10)
days prior written request by Landlord or any mortgagee or ground lessor of the
Complex, deliver to Landlord or such mortgagee or ground lessor a statement in
writing certifying: (1) that this Lease and the Work Letter are unmodified and
in full force and effect or, if there have been modifications, that this Lease
and the Work Letter, as modified, are in full force and effect; (2) the amount
of Monthly Base Rent then payable under this Lease and the date to which Rent
has been paid; (3) that Landlord is not in default under this Lease or any work
letter agreement, or, if in default, a detailed description of such default(s);
(4) that Tenant is or is not in possession of the Premises, as the case may be;
and (5) such other information as may be requested.
If Tenant fails or refuses to execute, acknowledge and deliver
any such instrument within twenty (20) days after written demand, Landlord will
be entitled to execute, acknowledge and deliver any such instrument on behalf
of Tenant as Tenant's attorney-in-fact. Tenant constitutes and irrevocably
appoints Landlord as Tenant's attorney-in-fact to execute, acknowledge and
deliver on behalf of Tenant any document described in this paragraph.
21. RELOCATION OF TENANT
At any time after the date of this Lease, Landlord may
substitute for the Premises, other premises in the Complex (the "New
Premises"), in which event the New Premises shall be deemed to be the Premises
for all purposes under this Lease, provided: (1) the New Premises shall be
similar to the Premises in area and configuration; (2) the substitution shall
be made in order to lease the Premises to a tenant of the Complex who then
occupies, or as a result of such substitution will occupy, all or a substantial
part of the floor of the Building on which the Premises are located; (3) if
Tenant is then occupying the Premises, Landlord shall pay the actual and
reasonable expenses of physically moving Tenant, its property and equipment to
the New Premises and the actual and reasonable expense of replacing Tenant's
stationary rendered inaccurate due to such relocation; (4) Landlord shall give
Tenant not less than thirty (30) days prior written notice of such
substitution; and (5) Landlord, at its expense, shall improve the New Premises
with improvements substantially similar to those in the Premises at the time of
such substitution, if the Premises are then improved, or if not
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then improved, Landlord, at its expense, shall improve the New Premises in
accordance with the Work Letter.
22. ADJUSTMENTS TO MONTHLY BASE RENT
22.01 Definitions. For the purpose of this Article 22, the
following words and phrases shall have the following meanings:
A. "Adjustment Date" shall mean each January 1
occurring within the Term.
B. "Adjustment Year" shall mean each calendar year
or partial calendar year during the Term of this Lease.
C. "Operating Costs" shall mean all costs, expenses,
Taxes and disbursements of every kind and nature which Landlord shall
pay or become obligated to pay in connection with the management,
operation, maintenance, replacement and/or repair of all buildings,
improvements and land comprising the Complex and of the personal
property, fixtures, machinery, equipment, systems and apparatus
located in or used in connection therewith. Operating Costs shall not
include the following: (1) costs of improvement of the Premises and
the premises of other tenants of the Building; (2) charges for
depreciation of the building and improvements comprising the Complex;
(3) interest and principal payments on mortgages; (4) ground rental
payments; (5) real estate brokerage and leasing commissions; (6)
salaries and other compensation of executive officers of the Manager
senior to the individual Building or Complex manager; (7) any
expenditures for which Landlord has been reimbursed (other than
pursuant to proration of Operating Costs, rent adjustment and
escalation provisions provided in leases); (8) capital improvements to
the Complex, except with respect to the costs associated with capital
improvements installed by Landlord for the purpose of reducing
Operating Costs and then only the annual straight line amortization of
such costs over the useful life thereof; and (9) replacements other
than as a result of obsolescence.
D. "Per Square Foot Operating Costs" shall mean the
amount of Operating Costs for any Adjustment Year divided by the
Rentable Square Footage of the Building as stated in 1.01M.
E. "Taxes" shall mean all federal, state and local
governmental taxes, assessments and charges (including transit or
district taxes or assessments) of every kind or nature, whether
general, special, ordinary or extraordinary, which Landlord shall pay
because of or in connection with the ownership, improvements and land
comprising the Complex, or of Landlord's personal property, fixtures,
machinery, equipment systems and apparatus located therein or used in
connection therewith (including any rental sales, leasing or similar
taxes levied on or with respect to the Rent, or any part thereof,
payable under the Lease in lieu of or in addition to general real
and/or personal property taxes). For purposes hereof, Taxes for any
year shall be Taxes which are due for payment or paid in that year,
rather than Taxes which are assessed or become a lien during such
year. There shall be included in Taxes for any year the amount of all
fees, costs and expenses (including reasonable attorneys' fees) paid
by Landlord during such year in seeking or
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obtaining any refund or reduction of Taxes and Tenant shall receive
its pro rata share of the benefit of any such refund or reduction,
even after the expiration or earlier termination of the Term. Taxes
in any year shall be reduced by the net amount of any tax refund
received by Landlord during such year. If a special assessment
payable in installments is levied against the Complex, Taxes for any
year shall include only the installment of such assessment and any
interest paid during such year. Taxes shall not include any federal,
state or local sales, use, franchise, capital stock, inheritance,
general income, gift or estate taxes, except that if a change occurs
in the methods of taxation resulting in whole or in part in the
substitution of any such taxes, or any other assessment, for any Taxes
as above defined, such substituted taxes or assessments shall be
included in the Taxes; provided, however, that Tenant shall be
responsible for and shall pay personal property taxes on its
personalty, even if such personalty includes improvements to the
Building that may become the property of Landlord upon expiration or
termination of this Lease.
22.02 Adjustments to Monthly Base Rent. Throughout the Term,
Tenant shall pay with each payment of Monthly Base Rent, as additional Rent, a
portion of Operating Costs for the Complex. Tenant's share of Operating Costs
shall be determined on the Commencement Date and on each Adjustment Date by
multiplying the Rentable Area of the Premises by the Per Square Foot Operating
Costs for the Adjustment Year in which such Commencement Date or Adjustment
Date occurs (based on Landlord's Projections pursuant to 22.03, and subject to
adjustment pursuant to 22.04). Monthly installments of Tenant's share of
Operating Costs, as provided above, shall be 1/12th of the annual amount.
22.03 Projections. For purposes of calculating Operating
Costs for any Adjustment Year, Landlord may make reasonable estimates,
forecasts or projections (collectively, the "Projections") of Operating Costs
for such Adjustment Year. Not less than ten (10) days prior to each Adjustment
Date, Landlord shall deliver to Tenant a written statement setting forth the
Projections of Operating Costs for the Adjustment Year in which such Adjustment
Date occurs and providing a calculation of the increase in installments of
Monthly Base Rent to become effective as of said Adjustment Date; provided,
however, that the failure of Landlord to provide any such statement shall not
relieve Tenant from its obligation to continue to pay Operating Costs at the
rate then in effect under this Lease, and if and when Tenant receives such
statement from Landlord, Tenant shall pay any increases in Operating Costs
reflected thereby effective retroactively to the most recently preceding
Adjustment Date. Landlord shall further deliver to Tenant, not later than ten
(10) days prior to the Commencement Date, a written statement setting forth the
Projections of Operating Costs for that portion of the Term occurring prior to
the first Adjustment Date.
22.04 Readjustments. On or about April 1st following the end
of each Adjustment Year, or at such later time as Landlord shall be able to
determine the actual amounts of Operating Costs for the Adjustment Year last
ended, Landlord shall notify Tenant in writing of such actual amounts. If such
actual amounts exceed the Projections for such Adjustment Year, then Tenant
shall, within thirty (30) days after the date of such written notice from
Landlord, pay to Landlord its proportionate share of the excess based on the
Net Rentable Area of the Premises as compared to the total Rentable Square
Footage of the Building. The obligation to make such payments shall survive
the expiration or earlier termination of the Term. If the total
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Operating Costs paid by Tenant during such Adjustment Year exceeds the amount
thereof payable for such year based upon actual Operating Costs for such
Adjustment Year, then Landlord shall credit such excess to installments of
Operating Costs payable after the date of Landlord's notice until such excess
has been exhausted, or if this Lease shall expire prior to full application of
such excess, Landlord shall pay to Tenant the balance thereof not theretofore
applied against Rent. No interest or penalties shall accrue on any amounts
which Landlord is obligated to credit or to pay Tenant by reason of this
Section.
22.05 Partial Occupancy. For purposes of determining the
initial and any adjusted amounts of Tenant's share of Operating Costs for any
Adjustment Year prior to the first full calendar year in which at least
ninety-five percent (95%) of the rentable area of the Building is occupied by
tenants, the amount of Taxes and Operating Costs for such Adjustment Year may,
at Landlord's option, be increased to the amount that would have been payable
had there been at least ninety-five percent (95%) occupancy in the Building
during such Adjustment Year.
22.06 Books and Records. Landlord shall maintain books and
records showing Operating Costs in accordance with sound accounting and
management practices and shall retain such books and records for a period of
one (1) year after the end of each calendar year during which such Operating
Costs were paid or incurred. The books and records shall be available to
Tenant for inspection upon prior reasonable notice.
22.07 No Decreases in Monthly Base Rent. Notwithstanding
anything to the contrary contained in this Lease, Monthly Base Rent shall not
be adjusted or decreased below the amount set forth in 1.01I.
23. REAL ESTATE BROKERS
Tenant represents that, except for the broker, if any, set
forth in 1.01L hereof as Tenant's Broker, Tenant has not dealt with any real
estate broker, salesperson, or finder in connection with this Lease, and no
such person initiated or participated in the negotiation of this Lease, or
showed the Premises to Tenant. Tenant agrees to indemnify and hold harmless
Landlord and the Manager from and against any and all liabilities and claims
for commissions and fees arising out of a breach of the foregoing
representation. Landlord shall only be responsible for the payment of all
commissions to the broker, if any, specified in this Article 23, based upon the
leasing commission policy of Landlord applicable to the Complex as of the date
of this Lease.
24. SUBORDINATION AND ATTORNMENT
24.01 Subordination. This Lease and Tenant's rights under
this Lease are subject and subordinate to any ground lease or underlying lease,
first mortgage, first deed of trust or other first lien encumbrance or
indenture, together with any renewals, extensions, modifications,
consolidations, and replacements of them, which now or at any subsequent time
affect the Premises or any interest of Landlord in the Premises or Landlord's
interest in this Lease and the estate created by this Lease (except to the
extent that any such instrument expressly provides that this Lease is superior
thereto). This provision will be self-operative and no further instrument of
subordination will be
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required in order to effect the same. Nevertheless, Tenant will execute,
acknowledge and deliver to Landlord, at any time and from time to time, upon
demand by Landlord, such documents as may be requested by Landlord, and ground
landlord or underlying lessor or any mortgagee, or any holder of a deed of
trust or other instrument described in this Section, to confirm or effect any
such subordination. If Tenant fails or refuses to execute, acknowledge, and
deliver any such document within twenty (20) days after written demand,
Landlord, its successors and assigns will be entitled to execute, acknowledge,
and deliver any such document on behalf of Tenant as Tenant's attorney-in-fact.
Tenant constitutes and irrevocably appoints Landlord, its successors and
assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on
behalf of Tenant any document described in this paragraph.
24.02 Attornment. If any holder of any mortgage, indenture,
deed of trust, or other similar instrument described in 24.01 succeeds to
Landlord's interest in the Premises, Tenant will pay to it all rents
subsequently payable under this Lease. Tenant will, upon request of any one so
succeeding to the interest of Landlord, automatically become the Tenant of, and
attorn to, such successor in interest without change in this Lease. Such
successor in interest will not be bound by (1) any payment of rent for more
than one month in advance, or (2) any amendment or modification of this Lease
made without its written consent, or (3) any claim against Landlord arising
prior to the date on which such successor succeeded to Landlord's interests, or
(4) any claim or offset of Rent against the Landlord. Upon request by such
successor in interest and without cost to Landlord or such successor in
interest, Tenant will execute, acknowledge, and deliver an instrument or
instruments confirming the attornment. The instrument of attornment will also
provide that such successor in interest will not disturb Tenant in its use of
the Premises in accordance with this Lease so long as Tenant is not in default
under this Lease. If Tenant fails or refuses to execute, acknowledge, and
deliver any such instrument within twenty (20) days after written demand, such
successor in interest will be entitled to execute, acknowledge, and deliver any
such document on behalf of Tenant as Tenant's attorney-in-fact. Tenant
constitutes and irrevocably appoints such successor in interest as Tenant's
attorney-in-fact to execute, acknowledge and deliver on behalf of Tenant any
document described in this Section.
25. NOTICES
All notices required or permitted to be given under this Lease
shall be in writing and shall be deemed given and delivered, whether or not
received, when deposited in the United States Mail, postage prepaid and
properly addressed, certified mail, return receipt requested, at the addresses
shown in 1.01 hereof or such other address as either party may designate for
itself from time to time by written notice to the other party. In addition,
any notice may be given by hand delivery to the notice address of either party
with a signed receipt obtained.
26. MISCELLANEOUS
26.01 Entire Agreement. This Lease and the Exhibits and
Schedules attached hereto contain the entire agreement between Landlord and
Tenant concerning the Premises and there are no other agreements, either oral
or written. This Lease may not
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be altered, changed or amended except by instrument in writing signed by
Landlord and Tenant.
26.02 No Option. The execution of this Lease by Tenant and
delivery of same to Landlord or Manager does not constitute a reservation of or
option for the Premises or an agreement to enter into a Lease and this Lease
shall become effective only if and when Landlord executes and delivers same to
Tenant; provided, however, the execution and delivery by Tenant of this Lease
to Landlord or the Manager shall constitute an irrevocable offer by Tenant to
lease the Premises on the terms and conditions herein contained, which offer
may not be withdrawn or revoked for thirty (30) days after such execution and
delivery. If Tenant is a corporation, it shall, if requested by Landlord,
deliver to Landlord certified resolutions of Tenant's directors authorizing
execution and delivery of this Lease and the performance by Tenant of its
obligations hereunder. If Tenant is a partnership, every general partner
thereof shall execute this Lease, unless a lesser number is deemed sufficient
in the reasonable opinion of Landlord's legal counsel.
26.03 Accord and Satisfaction. No payment by Tenant or
receipt by Landlord of a lesser amount than any installment or payment of Rent
due shall be deemed to be other than on account of the amount due, and no
endorsement or statement on any check or any letter accompanying any check or
payment of Rent shall be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such installment or payment of Rent or pursue any other remedies
available to Landlord. No receipt of money by Landlord from Tenant after the
termination of this Lease or Tenant's right of possession of the Premises shall
reinstate, continue or extend the Term.
26.04 Binding Effect. This Lease shall be binding upon and
inure to the benefit of Landlord and Tenant and their respective heirs, legal
representatives, successors and permitted assigns.
26.05 Force Majeure. Neither party hereto shall be deemed in
default with respect to any of the terms, covenants and conditions of this
Lease, if such party fails to timely perform same and such failure is due in
whole or in part to any strike, lockout, labor trouble (whether legal or
illegal), civil disorder, inability to procure materials, failure of power,
restrictive governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, Acts of God, acts caused directly or
indirectly by the other party (or such other party's agents, employees or
invitees) or any other cause beyond the commercially reasonable control of the
non-performing party; provided, however, that nothing herein shall excuse
Tenant's failure to pay Monthly Base Rent or any other charges due to Landlord
hereunder.
26.06 Captions. The Article and Section captions of this
Lease are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of such Articles and Sections.
26.07 Applicable Law. This Lease shall be construed in
accordance with the laws of the State of Wisconsin.
26.08 Time. Time is of the essence with respect to this
Lease and the performance of all obligations hereunder.
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26.09 Landlord's Right to Perform Tenant's Duties. If Tenant
fails timely to perform any of its duties under this Lease or the Work Letter,
Landlord shall have the right (but not the obligation), after the expiration of
any grace period elsewhere under this Lease or the Work Letter expressly
granted to Tenant for the performance of such duty, to perform such duty on
behalf and at the expense of Tenant without further prior notice to Tenant, and
all sums expended or expenses incurred by Landlord in performing such duty
shall be deemed to be additional Rent under this Lease and shall be due and
payable upon demand by Landlord.
26.10 Relationships. The relationship between Landlord and
Tenant is that of landlord and tenant and nothing herein shall be construed to
give rise to any other relationship including, without limitation, a creditor
and debtor relationship.
26.11 Invalidity. If any term(s), condition(s), covenant(s),
clause(s) or provision(s) herein contained shall operate or would prospectively
operate to invalidate this Lease in whole or in part, then only such term(s),
condition(s), covenant(s), clause(s), and/or provision(s) shall be held for
naught as though not herein contained, and the remainder of this Lease shall
remain operative and in full force and effect.
26.12 Limitation of Landlord's Liability. Anything contained
in this Lease to the contrary notwithstanding, Tenant agrees that it shall look
solely to the estate and property of the Landlord in the Building and the land
thereunder for the collection of any judgment (or other judicial process)
requiring the payment of money by Landlord for any default or breach by
Landlord of any of its obligations under this Lease, subject, however, to the
prior rights of any ground or underlying landlord or the holder of any mortgage
covering the Building or of Landlord's interest therein. No other assets of
the Landlord shall be subject to levy, execution or other judicial process for
the satisfaction of Tenant's claim. This provision shall not be deemed,
construed or interpreted to be or constitute an agreement, express or implied,
between Landlord and Tenant that the Landlord's interest hereunder and in the
Building shall be subject to impressment of an equitable lien or otherwise.
Nothing herein contained shall be construed to limit any right of injunction
against the Landlord, where appropriate.
26.13 Transfer of Landlord's Interest. In the event of the
sale, assignment or transfer by Landlord of its interest in the Building or in
this Lease (other than a collateral assignment to secure a debt of Landlord) to
a successor in interest who expressly assumes the obligations of Landlord
hereunder, Landlord shall thereupon be released or discharged from all of its
covenants and obligations hereunder, except such obligations as shall have
accrued prior to any such sale, assignment or transfer; and Tenant agrees to
look solely to such successor in interest of Landlord for performance of such
obligations. Any securities given by Tenant to Landlord to secure performance
by Tenant of its obligations hereunder may be assigned by Landlord to such
successor in interest of Landlord; and, upon acknowledgement by such successor
of receipt of such security and its express assumption of the obligation to
account to Tenant for such security in accordance with the terms of the Lease,
Landlord shall thereby be discharged of any further obligation relating
thereto. Landlord's assignment of the Lease or of any or all of its rights
herein shall in no manner affect Tenant's obligations hereunder. Tenant shall
thereafter attorn and look to such assignee, as Landlord, provided Tenant has
first received written notice of such assignment of Landlord's
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interest. Landlord shall have the right to freely sell, assign or otherwise
transfer its interest in the Building and/or this Lease.
26.14 Parking. Throughout the Lease Term, Tenant shall have
the right to lease from Landlord at the rate then being charged by Landlord, as
adjusted from time to time, two (2) unassigned parking space(s) in the parking
structure located in the 100 East Wisconsin Avenue building and three (3)
unassigned parking spaces in the parking structure located in the 720 North
Water Street building; provided, however, that a cancellation by Tenant of the
use of such parking space(s) shall constitute a waiver by Tenant of any further
right to lease such space(s). Subject to the availability of parking spaces in
the parking structure serving the Building from time to time, Tenant shall have
the right to lease one or more additional unassigned parking spaces from the
Landlord at the rate then being charged by Landlord, as adjusted from time to
time, provided, however, Landlord or Tenant may cancel one or more of such
additional unassigned parking spaces upon thirty (30) days written notice to
the other party.
26.15 Riders. Riders One (1) through Two (2) attached hereto
shall be deemed to be a part hereof and are hereby incorporated herein.
IN WITNESS WHEREOF, this Lease has been executed as of the
date set forth in 1.01E hereof.
LANDLORD:
100 EAST WISCONSIN AVENUE JOINT
VENTURE, a Wisconsin Joint Venture
By: FAISON & ASSOCIATES, INC., as
agent for the Landlord
By: JOSEPH T. WEIRICK
-----------------------
Joseph T. Weirick, Vice
President
TENANT:
SYSTEMS & PROGRAMMING RESOURCES,
INC., a Wisconsin corporation
By: JOHN FIGLIULO
-----------------------
Title: PRESIDENT
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SCHEDULE 1
Rent Schedule
Monthly Base Rent shall be payable in the following amounts:
Lease Year Annual Base Rent/s.f. Monthly Base Rent
- ---------- --------------------- -----------------
1 $10.00 $4,350.00
2 $11.00 $4,785.00
3 $12.00 $5,220.00
4 $13.00 $5,655.00
5 $14.00 $6,090.00
Tenant shall further be responsible for its share of Operating
Costs pursuant to Section 22.02, as adjusted for any increase as provided under
Article 22.
A "Lease Year" is a twelve (12) consecutive month period
beginning on the Commencement Date (or in the event the Commencement Date does
not fall on the first day of a calendar month, then the first day of the first
full calendar month following the Commencement Date) or any anniversary
thereof. Rents for any partial month of a Lease Year shall be prorated on a
daily basis and paid in advance.
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RIDER NO. 1
HAZARDOUS MATERIALS
1. Tenant shall not use, generate, manufacture, produce,
store, release, discharge or dispose of on, in, or under the Premises or the
Complex, or transport to or from the Premises or Complex, any Hazardous
Materials (as defined in subparagraph 5 below), or allow any other person or
entity to do so.
2. Tenant shall comply with all local, state and federal
laws, ordinances and regulations relating to Hazardous Materials on, in, under
or about the Premises.
3. Tenant shall promptly notify Landlord should Tenant
receive notice of, or otherwise become aware of, any: (a) pending or
threatened environmental regulatory action against Tenant, the Premises or the
Complex; (b) claims made or threatened by any third party relating to any loss
or injury resulting from any Hazardous Material; or (c) release or discharge,
or threatened release or discharge, of any Hazardous Material in, on, under or
about the Premises or the Complex.
4. Tenant agrees to indemnify, defend and hold Landlord, the
Manager and their respective agents and employees harmless from and against any
and all liabilities, claims, demands, costs and expenses of every kind and
nature (including attorneys' fees) directly or indirectly attributable to
Tenant's failure to comply with this Rider, including, without limitation: (a)
all consequential damages; and (b) the costs of any required or necessary
repair, cleanup or detoxification of the Premises and/or the Complex, and the
preparation and implementation of any closure, remedial or other required plan.
The indemnity contained in this Rider shall survive the termination or
expiration of this Lease.
5. As used in this Rider, the term "Hazardous Materials"
shall mean any element, compound, mixture, solution, particle or substance
which is dangerous or harmful or potentially dangerous or harmful to the health
or welfare of life or environment, including but not limited to explosives,
petroleum products, radioactive materials, hazardous wastes, toxic substances
or related materials, including, without limitation: (1) any substances
defined as or included within the definition of "hazardous substances,"
"hazardous wastes," "hazardous materials," "toxic substances," "hazardous
pollutants" or "toxic pollutants," as those terms are used in the Resource and
Recovery Act, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Hazardous Materials Transportation Act, the Toxic
Substances Control Act, the Clean Air Act and the Clean Water Act, or any
amendments thereto, or any regulations promulgated thereunder, and any other
law or regulation promulgated by any federal, municipal, state, county or other
governmental or quasi governmental authority and/or agency or department
thereof; (2) any "PCBs" or "PCB items" (as defined in 40 C.F.R. Section 761.3);
or (3) any "asbestos" (as defined in 40 C.F.R. Section 763.63).
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RIDER NO. 2
Tenant's Lease Collateral
As security for the payment of Rent hereunder, Tenant hereby agrees to
provide to Landlord as of the date hereof and hereby grants to the Landlord the
following "Tenant's Lease Collateral:"
(a) Amount of Tenant's Lease Collateral. The total
amount of Tenant's Lease Collateral as of the Commencement Date shall
be One Hundred Nineteen Thousand Five Hundred and 00/100th Dollars
($119,500.00) (the "Collateral Amount") which shall consist of the
unconditional and irrevocable letter of credit as defined in (b)
below.
(b) Unconditional and Irrevocable Letter of Credit. As
of the date hereof, Tenant shall deliver to Landlord an unconditional
and irrevocable letter of credit for the full Collateral Amount from
an institution acceptable to Landlord (the "Letter of Credit"). The
Letter of Credit shall provide: (i) that the expiration of the Letter
of Credit shall be on the earlier of the Termination Date of this
Lease or upon the date on which drawing is permitted pursuant to the
Letter of Credit; (ii) that the amount of the Letter of Credit may
decrease according to the terms and conditions contained in (c) below;
(iii) that, in the event of a Tenant default pursuant to Article 12 of
the Lease, Landlord may draw upon such Letter of Credit, without any
additional action by Landlord, by presenting a certificate of such
default to the institution which issued the Letter of Credit, a sight
draft and the original Letter of Credit.
(c) Reduction in Tenant's Lease Collateral. Provided
Tenant is not then in default under the Lease, upon each anniversary
of the Commencement Date the Tenant shall be allowed to reduce the
Collateral Amount on the Letter of Credit as follows:
Anniversary of Commencement Date Collateral Amount
-------------------------------- -----------------
1st $100,000.00
2nd $78,700.00
3rd $55,000.00
4th $28,900.00
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EXHIBIT A
[PLAN OF THE PREMISES]
31
EXHIBIT "A-1"
LEGAL DESCRIPTION OF THE LAND
Lots 4, 5 and 6 in Block 2, Plat of Milwaukee, on the east side of the river in
the Northeast one-quarter of Section 29, Township 7 North, Range 22 East, City
of Milwaukee, County of Milwaukee, Wisconsin.
More commonly known as 100 East Wisconsin Avenue.
LEGAL DESCRIPTION OF THE LAND ON WHICH
THE PARKING STRUCTURE IS LOCATED
That part of Lots 9, 10 and 11 in Block 9, Plat of Milwaukee, on the East side
of the river in the Northeast one-quarter of Section 29, Township 7 North,
Range 22 East, City of Milwaukee, County of Milwaukee, Wisconsin as described
as follows: Parcel A - The South 20 feet of Lot 11 containing 2,410 square
feet; Parcel B - All of Lots 9 and 10 excepting the South 20 feet of the North
49 feet of Lot 10 containing 12,026 square feet; Parcel C - The South 20 feet
of the North 49 feet of Lot 10 containing 2,407 square feet.
More commonly known as 720 North Water Street Parking Garage.
32
EXHIBIT "B"
RULES AND REGULATIONS
1. The Landlord may refuse admission to the Building outside
of ordinary business hours to any person not known to the watchman in charge or
not properly identified, and may require all persons admitted to or leaving the
Building outside of ordinary business hours to register. Any person whose
presence in the Building at any time shall, in the judgment of the Landlord, be
prejudicial to the safety, character, reputation and interests of the Building
or its Tenants may be denied access to the Building or may be ejected
therefrom. In case of invasion, riot, public excitement or other commotion,
the Landlord may prevent all access to the Building during the continuance of
the same, by closing the doors or otherwise, for the safety of the Tenants, the
Building and protection of property in the Building. The Landlord may require
any person leaving the Building with any package or other object to exhibit a
pass from the Tenant from whose Premises the package or object is being
removed, but the establishment and enforcement of such requirement shall not
impose any responsibility on the Landlord for the protection of any Tenant
against the removal of property from the Premises of the Tenant. The Landlord
shall in no way be liable to any Tenant for damages or loss arising from the
admission, exclusion or ejection of any person to or from the Tenant's Premises
or the Building under the provisions of this Rule.
2. Landlord reserves the right to exclude or expel from the
Building any person who in the judgment of Landlord is intoxicated or under the
influence of liquor or drugs.
3. Tenants shall not do or permit anything to be done in
their Premises or bring or keep anything therein which will in any way obstruct
or interfere with the rights of other tenants, or do, or permit anything to be
done in their Premises which shall, in the judgment of the Landlord or its
manager, in any other way injure or annoy them, or conflict with the laws
relating to fire, or with the regulations of the fire department or with any
insurance policy upon the Building or any part thereof or any contents therein
or conflict with any of the rules and ordinances of the public building or
health authorities.
4. All electrical equipment used by Tenants shall be U.L.
approved. Nothing shall be done or permitted in Tenant's Premises, and nothing
shall be brought into or kept in the Premises which would impair or interfere
with any of the Building services or the proper and economic heating, cooling,
cleaning or other servicing of the Building or the Premises.
5. Tenants shall not install or operate any steam or gas
engine or boiler, or carry on any mechanical business, in the Building. The
use of oil, gas or inflammable liquids for heating, lighting or any other
purpose is expressly prohibited. Explosives or other articles deemed extra
hazardous shall not be brought into the Building. Tenants shall not use any
method of heating other than that supplied by the Landlord.
6. Tenants shall give Landlord prompt notice of all accidents
to or defects in air-conditioning equipment, plumbing, electric facilities or
any part or appurtenance of their Premises.
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7. Tenants shall use electric, gas and any other form of
energy only from such sources of supply as is furnished in the Building.
8. All deliveries to the Building for or by any Tenant are to
be made through the service entrance to the Building as designated by Landlord,
unless special permission is granted by Landlord for the use of other Building
entrances.
9. Furniture, equipment or supplies shall be moved in or out
of the Building only upon the elevator designated by Landlord and then only
during such hours and in such manner as may be prescribed by Landlord.
10. Should any Tenant desire to place in the Building any
unusually heavy equipment, including, but not limited to, large files, safes
and electronic data processing equipment, it shall first obtain written
approval of the Landlord to place such items within the Building, for the use
of the Building elevators, and for the proposed location in which such
equipment is to be installed. The Landlord shall have the power to prescribe
the weight and position of any equipment that may exceed the weight load limits
of the Building structure, and may further require, at the Tenant's expense,
the reinforcement of any flooring on which such equipment may be placed, and/or
to have an engineering study performed to determine such weight and position of
equipment, to determine added reinforcement required, and/or determine whether
or not such equipment can be safely placed within the Building.
11. Tenants shall not place additional locks or bolts of any
kind upon any of the doors of their Premises and no lock on any door therein
shall be changed or altered in any respect. Duplicate keys for Tenant's
Premises and toilet rooms (if applicable) shall be procured only from Landlord,
which may make a reasonable charge therefor. Upon the termination of a
Tenant's lease, all keys of the Premises and toilet rooms shall be delivered to
the Landlord.
12. Tenants shall not leave any refuse in the public hallways
or other areas of Building (excepting Tenant's own Premises) for disposal.
13. Landlord shall have the right to prohibit any advertising
by Tenants which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a building or offices; upon written notice from
the Landlord, Tenant shall refrain from or discontinue such advertising.
14. If a Tenant employs laborers or others outside of the
Building, such Tenant shall not have its employees paid in the Building, but
shall arrange to pay their payrolls elsewhere. Tenants shall not advertise for
laborers, giving an address at the Building.
15. Bicycles or other vehicles shall not be permitted in the
offices, halls, corridors, lobbies and elevators of the Building, nor shall any
obstruction of sidewalks or entrances of the Building by such be permitted.
16. The sidewalks, entries, passages, elevators and
staircases shall not be obstructed or used by Tenants, their servants, agents
or visitors for any other purpose than ingress and egress to and from the
respective offices.
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17. Canvassing, soliciting and peddling in the Building is
prohibited and Tenants shall cooperate to prevent the same.
18. No animals, birds or pets (other than seeing-eye dogs) of
any kind shall be allowed in Tenant's Premises or Building.
19. The water closets, urinals, waste lines, vents or flues
of the Building shall not be used for any purpose other than those for which
they were constructed, and no rubbish, acids, vapors, newspapers or other such
substances of any kind shall be thrown into them. The expense caused by any
breakage, stoppage or damage resulting from a violation of this Rule by any
Tenant, its employees, visitors, guests or licensees, shall be paid by Tenant.
20. All decorating, carpentry work, or any labor required for
the installation of Tenant's equipment, furnishings or other property shall be
performed at Tenant's expense, subject to Landlord's prior written approval
and, by Landlord's employees or at Landlord's option and consent by persons or
contractors authorized in writing by Landlord. This shall apply to all work
including but not limited to, installation of telephone or telegraph equipment,
electrical devices and attachments, and all installations affecting floors,
walls, windows, doors, ceilings, equipment or any other physical feature of the
Building. None of this work shall be done by Tenant without Landlord's prior
written approval.
21. If any Tenant desires radio signal, communication, alarm
or other utility or service connection installed or changed, such work shall be
done at the expense of Tenant, with the prior written approval and under the
direction of Landlord. No wiring shall be installed in any part of the
Building without Landlord's approval and direction. Landlord reserves the
right to disconnect any radio signal or alarm system when, in Landlord's
opinion, such installation or apparatus interferes with the proper operation of
the Building or systems within the Building, or if it interferes with other
Tenant operations.
22. Except as permitted by Landlord, Tenants shall not mark
upon, paint signs upon, cut, drill into, drive nails or screws into, or in any
way deface the walls, ceilings, partitions or floors of their Premises or of
the Building and the repair cost of any defacement, damage or injury caused by
any Tenant, its agents or employees, shall be paid for by the Tenant.
23. All glass, lighting fixtures, locks and trimmings in or
upon the doors and windows of the Tenant's Premises shall be kept whole and
whenever any part thereof shall be broken through cause attributable to any
Tenant, its agents, guests or employees, the same shall immediately be replaced
or repaired by Landlord at Tenant's expense.
24. The cost of repairing any damage to the public portions
of the Building or the public facilities or to any facilities used in common
with other Tenants, caused by any Tenant or the employees, licensees, agents or
invitees of the Tenant, shall be paid by such Tenant.
25. Tenants shall not remove any carpet, or wall coverings,
window blinds, or window draperies in their Premises without the prior written
approval from Landlord.
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26. The sashes, sash doors, windows, side glass, glass floors
and any lights or skylights that reflect or admit light into the halls or other
places of Building shall not be covered or obstructed by Tenants without the
prior written approval from Landlord.
27. Tenant shall cooperate fully with the life safety plans
of the Building as established and administered by the Landlord, if any. This
includes participation by Tenant and employees of the Tenant in exit drills,
fire inspections, life safety orientations and other programs relating to fire
safety that may be promulgated by the Landlord.
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EXHIBIT "C"
WORK LETTER
100 EAST WISCONSIN AVENUE JOINT VENTURE ("Landlord") and SYSTEMS & PROGRAMMING
RESOURCES, INC. ("Tenant") are executing simultaneously with this Agreement an
Office Building Lease dated April 19, 1996 pertaining to certain space (the
"Premises") in 100 East Wisconsin Avenue, Milwaukee, Wisconsin.
In consideration of the mutual covenants herein contained,
Landlord and Tenant agree as follows:
1. TENANT'S PLANS AND SPECIFICATIONS:
A. Standard Work. Except to the extent otherwise provided in
Sections 1B and 1C Landlord agrees that, at its sole cost and expense, and
through its architects and engineers, Landlord will furnish all architectural,
mechanical and electrical engineering plans required for the performance of the
work (referred to as "Building Standard Work") described below, including
complete detailed plans and specifications for Tenant's partition layout,
reflected ceiling plan, electrical outlets and switches, telephone outlets and
room finish schedule for Building Standard finishes.
B. Nonstandard Work. It is understood and agreed that Tenant
may require work (referred to as "Building Nonstandard Work") different from or
in addition to said Building Standard Work. In such event, any additional
architectural, mechanical and electrical plans and specifications required
shall be furnished at Tenant's sole cost and expense by Landlord's architects
and engineers.
C. Interior Decoration. It is understood and agreed that any
interior decorating services and the costs of the related work such as
selection of wallpaint colors, and/or wallcoverings, fixtures or carpeting
other than Building Standard, and any or all other decorator items required by
Tenant in the performance of the work referred to above in 1A and 1B, shall be
at Tenant's sole cost and expense.
D. Plan Approval. It is understood and agreed that all plans
and specifications referred to in 1B and 1C are subject to the Landlord's
approval. Tenant also agrees that, when requested by Landlord's architects,
Tenant will furnish complete information respecting Tenant's requirements and
that complete plans, specifications and budgets will be prepared according to
the guidelines established in Section 2 below.
2. SPACE PLAN/CONSTRUCTION DOCUMENTATION:
A. Preliminary Planning. Tenant approved space plans have
been delivered to Landlord.
B. Construction Documentation. Landlord and Tenant have both
approved the construction documents. Landlord shall arrange to have Architect
submit ten (10) sets of construction documents to Landlord for contractor
pricing and submission to the Milwaukee Building Inspection Department for
issuance of a building permit. Upon issuance of a building permit, Landlord
shall then have seven (7) working days to obtain cost of construction.
C. Delays by Tenant. Landlord has allocated twenty-nine (29)
working days for the completion of the Building
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Standard work, and will have contractual agreements with the general contractor
to this end. Any delays or time extensions required due to Building
Nonstandard Work will be subject to the provisions of Section 6 below. Failure
by Tenant to comply with the time frames identified herein shall in no way
relieve Tenant from the previous established Lease Commencement Date.
3. BUILDING STANDARD WORK AT LANDLORD'S COST AND EXPENSE:
Landlord agrees, at its sole cost and expense, to furnish and
install all of the Building Standard Work, as set forth in the attached
Schedule A, limited to the quantities specified, as selected and specified by
Landlord, and as indicated on Tenant's final approved plans.
4. BUILDING NONSTANDARD WORK AT TENANT'S COST AND EXPENSE:
Provided that Tenant's plans and specifications are furnished
within the time frames provided in Section 2 above, the Landlord shall cause
the Tenant's Building Nonstandard Work to be installed. At the expense of
Tenant, Landlord shall supply, install and finish, at cost plus fifteen percent
(15%) for coordination by the Landlord, all items of the Building Nonstandard
Work. Prior to commencing any such work, Landlord shall have received from
Tenant the Expenditure Authorization as outlined in Section 2 above. If Tenant
fails to approve the Expenditure Authorization within the time frame as
specified, then same shall be deemed disapproved in all respects by Tenant, and
Landlord's contractors shall not proceed with such work.
Subsequent to Tenant's approval of the Expenditure
Authorization, the Landlord or its agent will submit a statement to the Tenant,
whereupon ninety percent (90%) of the amounts of such statement will be
immediately due and payable by Tenant to Landlord. Landlord shall then
commence construction work as authorized. The balance, together with any other
amount due to Landlord as a result of Tenant change orders, shall be billed
periodically as the work is completed, and Tenant agrees to pay Landlord within
fifteen (15) days of receipt of such invoice.
It is further understood that all finished work shall require
the installation of new materials equal in quality to that installed in other
parts of the Building.
5. COMPLETION AND RENTAL COMMENCEMENT DATE:
It is agreed that, notwithstanding that date provided in the
Lease for the commencement thereof, Tenant's obligation for the payment of rent
under the Lease shall not commence until Landlord shall have substantially
completed all work to be performed by Landlord as set forth in Section 3
hereof; provided, however, if Tenant's occupancy and use of the Premises shall
be delayed as a result of: (1) Tenant's failure to comply with the provisions
of Section 2; (2) Tenant's request for materials, finishes or installations of
other than Landlord's standard; (3) Tenant's changes in the approved drawings;
(4) the performance by a person, firm or corporation employed by the Tenant in
the completion of said work; or (5) any other delay chargeable to Tenant, its
agents, employees or independent contractors, then the commencement of the term
of the Lease and the payment of rent thereunder shall commence notwithstanding
any contrary provisions of the Lease, on the expressed commencement date as set
forth in Section 2 of the Lease. Landlord further agrees that, regardless of
whether the delay in completion of the Premises is caused by
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the Landlord or the Tenant, in the event the Premises is not substantially
completed on or before the commencement date set forth in Section 2 of the
Lease, Landlord shall lease temporary space in the Building (the "Temporary
Space") to Tenant until the Premises is substantially completed; provided,
however, in the event the delay in completion of the Premises is due to a
Tenant delay, Landlord shall only be required to provide the Tenant with the
Temporary Space for thirty (30) days after Tenant's occupancy of the Temporary
Space, and, in the event Tenant occupies the Temporary Space for more than such
thirty (30) day period, such event shall be considered and event of default
under Section 12.01 of the Lease. The lease of such Temporary Space shall be
on the same terms and conditions as set forth in this Lease except that the
monthly base rent for the Temporary Space shall be calculated as follows:
monthly base rent for the Temporary Space shall equal $10.00 multiplied by the
actual rentable square footage of the Temporary Space divided by 12. Tenant
shall be responsible to pay monthly base rent for any full or partial month
Tenant occupies the Temporary Space, and, Tenant shall be responsible for all
Operating Costs for the Temporary Space. Furthermore, Landlord agrees that, in
the event the Premises are not substantially completed on or before the
commencement date set forth in Section 2 of the Lease due to a delay caused by
Landlord and, as a direct result thereof, Tenant occupies the Temporary Space,
Landlord shall reimburse Tenant for the reasonable cost of moving Tenant from
the Temporary Space to the Premises (including, but not limited to, the cost of
telephone and computer cabling relocation).
6. CHANGES, ADDITIONS OR DELETIONS IN WORKING DRAWINGS:
If Tenant shall request any change, addition or alteration in
working drawings, subsequent to the approval of Landlord and Tenant, then
Tenant shall have such working drawings prepared, and shall promptly reimburse
Architect for the costs thereof. Upon completion of the revisions, Landlord
shall notify Tenant, in writing, of the estimated costs which will be
chargeable to the Tenant by reason of such change, addition or deletion.
Tenant shall, within three (3) working days, notify Landlord in writing whether
it desires to proceed with such change, addition or deletion, and, in the
absence of such written authorization, Landlord shall not be obligated to
continue work on Tenant's Premises, and Tenant shall be chargeable with any
delay in the completion of the Premises resulting therefrom, and Rent shall
commence to accrue as set forth in Paragraph 3 of the Lease.
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SCHEDULE A
TO
WORK LETTER
BUILDING STANDARD ALLOWANCES
ITEMS TO BE PROVIDED BY TENANT UTILIZING BUILDING
ITEMS TO BE PROVIDED BY BUILDING OWNER: OWNER'S CONTRACTOR:
Completed Corridors on Multi- All Building Standard Upgrades
Tenant Floors & Overages Not Necessarily
Ceramic Tile Toilet Rooms Limited to the List Provided
Computer Controlled Elevators Below
Building Standard Tenant Entry Special Fixtures, Furniture &
Graphics Equipment
Building Directory Bookcases, Counters & Shelves
Building Standard Tenant Upgraded Carpeting & Special
Finish Items (listed Floor Coverings
below) Upgrade & Additional Lighting
Demising (Slab to Slab) Partitions & Electrical Requirements
Plumbing, Private Restrooms &
Wet Bars
Special Sound Requirements
Paneling
BUILDING STANDARD TENANT FINISH ITEMS
In addition to the items referenced above as being provided by the Landlord,
the following Building Standard Finish Items will be provided for the Tenant at
the Landlord's expense. The quantity of these items to be provided shall be
determined by the plans and specifications approved by Landlord pursuant to the
Work Letter:
A. FLOORS:
Floors leveled to specified tolerances designed to support a
live load of fifty (50) pounds per square foot.
B. PARTITIONS AND TRIM:
Steel stud and drywall interior partition with 2-1/2" vinyl
base.
C. ENTRY DOORS:
Double glass entrance doors as indicated on the approved
construction documents.
D. INTERIOR DOORS:
Interior door or doors complete with frame, trim and hardware.
E. CEILINGS:
Exposed 2' x 2' grid suspension system with acoustical ceiling
tiles.
F. LIGHTS & SWITCHES:
Recessed fluorescent parabolic light fixtures with initial
installation of the lamps and ballasts, and switches.
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G. ELECTRICAL OUTLETS:
Standard wall-mounted 120 volt duplex outlets.
H. TELEPHONE OUTLETS:
Standard wall-mounted outlets.
I. HEATING, COOLING AND VENTILATION:
Perimeter and interior zone grille diffuser cooling units
provided for an open floor plan. Perimeter heating distribution network as
described in plans and specifications approved by Landlord.
J. SPRINKLERS:
A fully sprinklered system installed in compliance with local
fire codes as described in plans and specifications approved by Landlord.
K. PAINTING AND CLEAN-UP:
Partitions and perimeter conditions painted with one primer
and one finish coat selected by Tenant from those available from Landlord, and
a clean-up of the entire Premises prior to Tenant occupancy.
L. FIRE PROTECTION:
Fire detection and fire warning systems shall be provided in
accordance with local fire codes.
M. WATER AND DRAINAGE:
Access to domestic cold water, drainage and ventilation
systems at a central location on the floor.
N. AUXILIARY CONDENSER SYSTEM:
Access to central auxiliary condenser water piping at a
central location on the floor.
O. CARPETING:
Thirty-six (36) ounces finished face weight, cut pile, in
colors selected by Tenant from Landlord's standard available material.
P. VINYL WALL COVERING:
Vinyl wall covering in reception area, executive offices,
conference rooms, interview room and one (1) wall in associate offices.
Q. GLASS CONFERENCE ROOM WALL:
Glass wall for conference room as indicated on approved
construction documents.
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