Exhibit 10.9
OFFICE LEASE
Between
208 SOUTH LASALLE ASSOCIATES, L.P.
as Landlord
And
LODESTAR FINANCIAL SERVICES, INC.
as Tenant
LEASE INDEX
Page
1. BASIC LEASE PROVISIONS ..................................................... 1
2. DEMISE AND TERM ............................................................ 2
3. RENT ....................................................................... 2
4. USE ........................................................................ 4
5. CONDITION OF PREMISES ...................................................... 5
6. BUILDING SERVICES .......................................................... 5
7. RULES AND REGULATIONS ...................................................... 6
8. CERTAIN RIGHTS RESERVED TO LANDLORD ........................................ 6
9. MAINTENANCE AND REPAIRS .................................................... 7
10. ALTERATIONS ................................................................ 7
11. INSURANCE .................................................................. 8
12. WAIVER AND INDEMNITY ....................................................... 8
13. FIRE AND CASUALTY .......................................................... 9
14. CONDEMNATION ............................................................... 10
15. ASSIGNMENT AND SUBLETTING .................................................. 10
16. SURRENDER .................................................................. 11
17. DEFAULTS AND REMEDIES ...................................................... 11
18. HOLDING OVER ............................................................... 13
19. SECURITY DEPOSIT ........................................................... 13
20. SUBSTITUTION OF OTHER PREMISES ............................................. 13
21. DEMOLITION OR RENOVATION ................................................... 14
22. ESTOPPEL CERTIFICATES ...................................................... 14
23. SUBORDINATION .............................................................. 14
24. QUIET ENJOYMENT ............................................................ 15
25. BROKER ..................................................................... 15
26. NOTICES .................................................................... 15
27. MISCELLANEOUS .............................................................. 15
EXHIBIT "A" FLOOR PLANS
EXHIBIT "B" RULES AND REGULATIONS
EXHIBIT "C" WORK LETTER AGREEMENT
EXHIBIT "D" DRAWINGS OF PREMISES
EXHIBIT "E" BUILDING STANDARDS
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OFFICE LEASE
THIS LEASE (this "Lease") is made as of this 31st day of August, 1995
between 208 SOUTH LASALLE ASSOCIATES, L.P., an Illinois limited partnership
("Landlord") having an address at 208 South LaSalle Street, Suite 1602, Chicago,
Illinois 60604 and LODESTAR FINANCIAL SERVICES, INC., an Illinois corporation
("Tenant"), for space in the building known as 208 South LaSalle Street,
Chicago, Illinois 60604 (such building, together with the land upon which it is
situated, being herein referred to as the "Building"). The following Basic Lease
Provisions (the "Lease Provisions") set forth certain basic terms of this Lease:
1. BASIC LEASE PROVISIONS.
1.1 Suite Number(s): 1710, as shown on Exhibit A attached hereto.
1.2 Rentable Square Feet: 3,319
1.3 Base Rent:
Annual Rent Monthly Rent
11/1/95-10/31/96 $51,444.48 $4,287.04
11/l/96-10/31/97 $53,103.96 $4,425.33
11/l/97-10/31/98 $54,763.56 $4,563.63
11/1/98-10/31/99 $56,423.04 $4,701.92
11/1/99-10/31/00 $58,082.52 $4,840.21
11/1/00-10/31/01 $59,742.00 $4,978.50
11/1/01-12/31/02 $61,401.48 $5,116.79
1.4 Abated Rent: Base Rent shall abate for such portions of the first
(1st) two (2) calendar months of the Commencement
Date that Tenant is not in Default (as hereinafter
defined) under the terms of the Lease.
1.5 Tenant's Proportionate Share: .4194%
1.6 Base Expenses or Base Expense Year: 1995
1.7 Base Taxes or Base Tax Year: 1995
1.8 Security Deposit: $4,287.04
1.9 Broker For Landlord: S.N. Phelps Realty L.L.C.
Broker For Tenant: Strobeck Real Estate
1.10 Term of Lease: Seven (7) years, two (2) months
1.11 Commencement Date: November 1, 1995
1.12 Notices to Landlord: 208 South LaSalle Associates, L.P.
208 South LaSalle Street, Suite 1602
Chicago, IL 60604
Attention: General Manager
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Notices to Tenant: Lodestar Financial Services, Inc.
208 South LaSalle
Suite 1710
Chicago, IL 60604
Attention: William Goldstein
2. DEMISE AND TERM. Landlord leases to Tenant and Tenant leases from
Landlord the premises (the "Premises") described in Section 1.1 of the Lease
Provisions and shown on the plan attached hereto as Exhibit "A", subject to the
covenants and conditions set forth in this Lease, for a term (the "Term")
described in Section 1.10 of the Lease Provisions commencing on the date (the
"Commencement Date") described in Section 1.11 of the Lease Provisions and
expiring on the date (the "Expiration Date") as determined by adding the Term to
the Commencement Date, unless terminated earlier as otherwise provided in this
Lease. Within five (5) business days after its receipt of Landlord's request
(the "Date Confirmation Letter"), Tenant shall confirm in writing to Landlord on
or before occupancy of the Premises, the actual Commencement Date and the
Expiration Date by its execution and return of the Date Confirmation Letter.
3. RENT.
3.1 Definitions. For purposes of this Lease, the following terms shall
have the following meanings:
3.1.1 "Base Expenses" or "Base Expense Year" shall mean the amount or
the year set forth in Section 1.6 of the Lease Provisions.
3.1.2 "Base Taxes" or "Base Tax Year" shall mean the amount or the year
set forth in Section 1.7 of the Lease Provisions.
3.1.3 "Expenses" shall mean all expenses, costs and disbursements (other
than Taxes) paid or incurred by Landlord in connection with the
ownership, management, maintenance, operation, replacement and repair of
the Building. If the cost incurred in making an improvement or replacing
any equipment is not fully deductible as an expense in the year incurred
in accordance with generally accepted accounting principles, the cost
shall be amortized over the useful life of the improvement or equipment,
as reasonably determined by Landlord. Expenses shall not include: (a)
costs of tenant alterations; (b) interest and principal payments on
mortgages; (c) advertising expenses and leasing commissions; (d) any cost
or expenditure for which Landlord is reimbursed, whether by insurance
proceeds or otherwise, except through Expense Escalation (as hereinafter
defined); (e) legal expenses of negotiating leases or pursuing
collections; (f) salaries, wages or other compensation of any personnel
of Landlord or its managing agent above the grade of the Building's
general manager; and (g) the cost of service or materials furnished to
any tenant in the Building that are not generally furnished to other
tenants. Expenses shall be determined on a cash or accrual basis, as
Landlord may elect. If less than 100% of the rentable square feet in the
Building is rented or occupied at any time during any calendar year,
operating expenses for such calendar year shall be an amount equal to the
Expenses which would normally be expected to be incurred had 100% of the
Building's rentable square feet been occupied and had Landlord been
supplying services to 100% of the Building's rentable square feet
throughout such calendar
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year (such occupancy adjustments to Expenses and/or Taxes shall also be
made in determining the Base Expenses and/or Base Taxes).
3.1.4 "Rent" shall mean Base Rent, Rent Escalation, Expense Escalation,
Tax Escalation (as such terms are hereinafter defined) and any other sums
or charges due by Tenant hereunder.
3.1.5 "Taxes" shall mean all taxes, assessments and fees levied upon the
Building, the property of Landlord located therein or the rents collected
therefrom, by any governmental entity based upon the ownership, leasing,
renting or operation of the Building, including, without limitation, all
costs and expenses of protesting any such items. Taxes shall not include
any net income, capital stock, succession, transfer, franchise, gift,
estate or inheritance taxes; provided, however, if at any time during the
Term, a tax or excise on income is levied or assessed by any governmental
entity, in lieu of or as a substitute for, in whole or in part, real
estate taxes or other ad valorem taxes, such tax shall constitute and be
included in Taxes. For the purposes of determining Taxes for any given
year, the amount to be included for such year (a) from special
assessments payable in installments shall be the amount of the
installments (and any interest) due and payable during such year, or, at
Landlord's option, special assessments levied, assessed or otherwise
imposed for such year without regard to when such special assessments are
payable, and (b) from all other Taxes shall be the amount due and payable
in such year, or at Landlord's option, Taxes levied, assessed or
otherwise imposed for such year without regard to when such Taxes are
payable.
3.1.6 "Tenant's Proportionate Share" shall mean the percentage set forth
in Section 1.4 of the Lease Provisions.
3.2 Components of Rent. Tenant agrees to pay the following amounts to
Landlord at the office of the Building or at such other place as Landlord
designates:
3.2.1 Base rent ("Base Rent") to be paid in monthly installments in the
amounts as set forth in Section 1.3 of the Lease Provisions.
3.2.2 Tax Escalation and Expense Escalation ("Tax Escalation and Expense
Escalation") in an amount equal to Tenant's Proportionate Share of (a)
the increase in expenses for any calendar year over the Base Expenses and
(b) the increase in Taxes for any calendar year over the Base Taxes. (If
Sections 1.6 and 1.7 of the Lease Provisions set forth a Base Expense
Year and a Base Tax Year rather than Base Expenses and Base Taxes, the
Base Expenses and the Base Taxes shall equal the amount of Expenses and
Taxes, respectively, for the Base Expense Year and the Base Tax Year.)
Prior to each calendar year, Landlord shall estimate the amount of the
Tax Escalation and Expense Escalation due for such year, and Tenant shall
pay Landlord one-twelfth of such estimate on the first day of each month
during such year. Such estimate may be revised by Landlord whenever it
obtains information relevant to making such estimate more accurate. At
the end of each calendar year, Landlord shall deliver to Tenant a report
setting forth the actual Expenses and Taxes for such calendar year and a
statement of the amount of the Tax Escalation and Expense Escalation that
Tenant has paid and is payable for such year. Within thirty (30) days
after receipt of such report, Tenant shall pay to Landlord the amount of
the Tax Escalation and Expense Escalation due for such calendar year
minus any
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payments of the Tax Escalation and Expense Escalation made by Tenant for
such year. If Tenant's estimated payments of the Tax Escalation and
Expense Escalation exceed the amount due Landlord for such calendar year,
Landlord shall apply such excess as a credit against Tenant's other
obligations under this Lease or promptly refund such excess to Tenant if
the Term has already expired, provided Tenant is not then in default
hereunder, in either case without interest to Tenant. Tenant shall have
the right for a period of ninety (90) days after its receipt of
Landlord's report to audit Expenses and Taxes. In the event the results
of such audit disclose an overstatement of either Taxes or Expenses by
ten percent (10%) or more, Landlord agrees to reimburse Tenant for its
reasonable out-of-pocket expenses incurred in connection with such audit.
3.3 Payment of Rent. The following provisions shall govern the payment
of Rent.
3.3.1 All Rent shall be paid to Landlord without offset or deduction,
and the covenant to pay Rent shall be independent of every other covenant
in this Lease. Payment shall be delivered to the Landlord at the address
set forth above or at such other address as Landlord may designate from
time to time.
3.3.2 Any sum due from Tenant to Landlord which is not paid when due
shall bear interest from the date due until the date paid at the annual
rate of fifteen percent (15%) per annum, but in no event higher than the
maximum rate permitted by law (the "Default Rate"); and, in addition,
Tenant shall pay Landlord a late charge for any Rent payment which is
paid more than five (5) days after its due date equal to five percent
(5%) of such payment.
3.3.3 In the event of the termination of this Lease prior to the
determination of any Tax Escalation and Expense Escalation, Landlord's
obligation to refund any such sums (provided Tenant is not in default
hereunder) and Tenant's agreement to pay any such sums shall survive the
termination of this Lease.
3.3.4 No adjustment to the Rent by virtue of the operation of the rent
adjustment provisions in this Lease shall result in the payment by Tenant
in any year of less than the Base Rent shown on the Lease Provisions.
3.3.5 Each amount owed to Landlord under this Lease for which the date
of payment is not expressly fixed shall be due on the same date as the
Rent listed on the statement showing such amount is due.
3.3.6 If Landlord fails to give Tenant an estimate of Tax Escalation and
Expense Escalation prior to the beginning of any calendar year, Tenant
shall continue to pay Tax Escalation and Expense Escalation at the rate
for the previous calendar year until Landlord delivers such estimate.
4. USE. Tenant shall occupy and use the Premises only as general office use
and for no other purposes. Tenant shall comply with all federal, state and
municipal laws, ordinances and regulations and all covenants, conditions and
restrictions of record applicable to Tenant's use or occupancy of the Premises.
Without limiting the foregoing, Tenant shall not cause, nor permit, any
hazardous or toxic substances, medical waste or drugs to be brought upon,
produced, stored, used, discharged or disposed of in, on or about the Premises
without the prior written consent of Landlord (which Landlord may
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withhold in its sole discretion) and then only in compliance with all applicable
environmental laws.
5. CONDITION OF PREMISES. Tenant's taking possession of the Premises shall
be conclusive evidence that the Premises were in good order and satisfactory
condition when Tenant took possession. No agreement of Landlord to alter,
remodel, decorate, clean or improve the Premises or the Building (or to provide
Tenant with any credit or allowance for the same), and no representation
regarding the condition of the Premises or the Building, have been made by or on
behalf of Landlord or relied upon by Tenant, except as expressly stated in the
Work Letter Agreement attached hereto as Exhibit "C".
6. BUILDING SERVICES.
6.1 Basic Services. Landlord shall furnish the following services in
keeping with the standards of similarly situated first-class office buildings:
(i) heating and air conditioning to provide a temperature condition required, in
Landlord's reasonable judgment, for comfortable occupancy of the Premises under
normal business operations, daily from 8:00 A.M. to 6:00 P.M., Saturdays from
8:00 A.M. to 1:00 P.M., and the remainder of weekends and holidays excepted;
(ii) water for drinking, and, subject to Landlord's approval, cold water at
Tenant's expense for any private restrooms and office kitchen requested by
Tenant; (iii) men's and women's restrooms at locations designated by Landlord
and in common with other tenants of the Building; (iv) daily janitor service in
the Premises and common areas of the Building, weekends and holidays excepted,
including periodic outside window washing of the perimeter windows in the
Premises; and (v) passenger elevator service in common with Landlord and other
tenants of the Building, 24 hours a day, 7 days a week; and freight elevator
service daily, weekends and holidays excepted, upon request of Tenant and
subject to scheduling and charges by Landlord.
6.2 Electricity. Electricity shall be distributed to the Premises
either by the electric utility company serving the Building or, at Landlord's
option, by Landlord; and Landlord shall permit Landlord's wire and conduits, to
the extent available, suitable and safely capable, to be used for such
distribution. If and so long as Landlord is distributing electricity to the
Premises, Tenant shall obtain all of its electricity from Landlord and shall pay
all of Landlord's charges, which charges shall be based, at Landlord's option,
either on meter readings or on a survey of Tenant's electrical usage made by
Landlord or on Tenant's pro rata share of all space, including the Premises,
which is commonly metered with the Premises. If the electric utility company is
distributing electricity to the Premises, Tenant at its cost shall make all
necessary arrangements with the electric utility company for metering and paying
for electric current furnished to the Premises. All electricity used during the
performance of janitor service, or the making of any alterations or repairs in
the Premises, or the operation of any special air conditioning or other systems
serving the Premises, shall be paid for by Tenant.
6.3 Telephones. Tenant shall arrange for telephone service directly
with one or more of the public telephone companies servicing the Building and
shall be solely responsible for paying for such telephone service. If Landlord
acquires ownership of the telephone cables in the Building at any time, Landlord
shall permit Tenant to connect to such cables on such terms and conditions as
Landlord may reasonably prescribe. As of the date of this Lease, telephone
service can be made available to the Premises through public telephone companies
that will be adequate for general office purposes.
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6.4 Additional Services. Landlord shall not be obligated to furnish
any services other than those stated above. If Landlord elects to furnish
services requested by Tenant in addition to those stated above (including
services at times other than those stated above), Tenant shall pay Landlord's
then prevailing charges for such services. If Tenant shall fail to make any such
payment, then without notice to Tenant and in addition to all other remedies
available to Landlord, Landlord may discontinue any additional services. No
discontinuance of any such service shall result in any liability of Landlord to
Tenant or be considered as an eviction or a disturbance of Tenant's use of the
Premises. In addition, if Tenant's concentration of personnel or equipment
adversely affects the temperature or humidity in the Premises or the Building,
Landlord may install supplementary air conditioning units in the Premises, and
Tenant shall pay for the cost of installation and maintenance thereof.
6.5 Failure or Delay in Furnishing Services. Tenant agrees that
Landlord shall not be liable for damages for failure or delay in furnishing any
service stated above if such failure or delay is caused, in whole or in part, by
any one or more of the events stated in Section 27.8, provided, however, in the
event such failure or delay shall continue for more than ten (10) consecutive
days, Tenant's obligation to pay Base Rent and Tax Escalation and Expense
Escalation shall abate beginning the eleventh (11th) day and be reinstated upon
return of services. In no event shall any such failure or delay be considered to
be an eviction or disturbance of Tenant's use of the Premises, or relieve Tenant
from its obligation to pay any Rent when due, or from any other obligations of
Tenant under this Lease.
7. RULES AND REGULATIONS. Tenant shall observe and comply, and shall cause
its subtenants, assignees, invitees, employees, contractors and agents to
observe and comply, with the rules and regulations listed on Exhibit "B"
attached hereto and with such reasonable modifications and additions thereto as
Landlord may make from time to time. Landlord shall not be liable for failure of
any person to obey such rules and regulations. Landlord shall not be obligated
to enforce such rules and regulations against any person, and the failure of
Landlord to enforce any such rules and regulations shall not constitute a waiver
thereof or relieve Tenant from compliance therewith.
8. CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the following
rights, each of which Landlord may exercise without notice, except as otherwise
stated below, to Tenant and without liability to Tenant, and the exercise of any
such rights shall not be deemed to constitute an eviction or disturbance of
Tenant's use or possession of the Premises and shall not give rise to any claim
for set-off or abatement of rent or any other claim: (a) to change the name or
street address of the Building or the suite number of the Premises upon prior
notice; (b) to install and maintain any and all signs on the exterior or
interior of the Building; (c) to make repairs, decorations, alterations,
additions, or improvements, whether structural or otherwise, in and about the
Building, and for such purposes to enter upon the Premises, upon prior notice
(except in the event of emergencies) provided, however, such interruption or
suspension shall not unreasonably interfere with Tenant's use of or access to
the Premises, temporarily close doors, corridors and other areas in the Building
and interrupt or temporarily suspend services or use of common areas, and Tenant
agrees to pay Landlord for overtime and similar expenses incurred if such work
is done other than during ordinary business hours at Tenant's request; (d) to
retain at all times, and to use in appropriate instances, keys to all doors
within and into the Premises; (e) to grant to any person or to reserve unto
itself the exclusive right to conduct any business or render any service in the
Building; (f) to show or
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inspect the Premises at reasonable times and, if vacated or abandoned, to
prepare the Premises for reoccupancy; (g) to install, use and maintain in and
through the Premises, pipes, conduits, wires and ducts serving the Building,
provided that such installation, use and maintenance does not unreasonably
interfere with Tenant's use of the Premises; and (h) to take any other action
which Landlord deems reasonable in connection with the operation, maintenance or
preservation of the Building.
9. MAINTENANCE AND REPAIRS. Tenant, at its expense, shall maintain and keep
the Premises in good order and repair at all times during the Term. In addition,
Tenant shall reimburse Landlord for the cost of any repairs to the Building
necessitated by the acts or omissions of Tenant, its subtenants, assignees,
invitees, employees, contractors and agents, to the extent Landlord is not
reimbursed for such costs under its insurance policies. Subject to the preceding
sentence, Landlord shall perform any maintenance or make any repairs to the
Building as Landlord shall desire or deem necessary for the safety, operation or
preservation of the Building, or as Landlord may be required or requested to do
by any governmental authority or by the order or decree of any court or by any
other proper authority.
10. ALTERATIONS.
10.1 Limitations. Tenant shall not make any replacement, alteration,
improvement or addition to or removal from the Premises (collectively an
"Alteration") without the prior written consent of Landlord which consent shall
not be unreasonably withheld or delayed. In the event Tenant proposes to make
any Alteration, Tenant shall, prior to commencing such Alteration, submit to
Landlord for prior written approval: (i) detailed plans and specifications; (ii)
sworn statements, including the names, addresses and copies of contracts for all
contractors; (iii) all necessary permits evidencing compliance with all
applicable governmental rules, regulations and requirements; (iv) certificates
of insurance in form and amounts required by Landlord, naming Landlord and any
other parties designated by Landlord as additional insureds; and (v) all other
documents and information as Landlord may reasonably request in connection with
such Alteration. Tenant agrees to pay Landlord's standard charges which charges
shall be in an amount equal to five percent (5%) of the cost of such Alteration
for review of all such items and supervision of the Alteration. Neither approval
of the plans and specifications nor supervision of the Alteration by Landlord
shall constitute a representation or warranty by Landlord as to the accuracy,
adequacy, sufficiency or propriety of such plans and specifications or the
quality of workmanship or the compliance of such Alteration with applicable law.
Tenant shall pay the entire cost of the Alteration and, if requested by
Landlord, shall deposit with Landlord prior to the commencement of the
Alteration, security for the payment and completion of the Alteration in form
and amount required by Landlord. Each Alteration shall be performed in a good
and workmanlike manner, in accordance with the plans and specifications approved
by Landlord, and shall meet or exceed the standards for construction and quality
of materials established by Landlord for the Building. In addition, each
Alteration shall be performed in compliance with all applicable governmental and
insurance company laws, regulations and requirements. Each Alteration shall be
performed by union contractors if required by Landlord and in harmony with
Landlord's employees, contractors and other tenants. Each Alteration made by
Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture,
equipment and trade fixtures) shall become Landlord's property and shall remain
upon the Premises at the expiration or termination of this Lease without
compensation to Tenant; provided, however, that Landlord shall have the right to
require Tenant to remove such Alteration at Tenant's sole cost and expense in
accordance with
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the provisions of Section 16, provided, however, Tenant shall not be required to
remove any such Alteration if Landlord has indicated in writing of its prior
agreement that such Alteration may remain in the Premises at the expiration of
the Lease.
10.2 Lien Waivers. Upon completion of any Alteration, Tenant promptly
shall furnish Landlord with sworn owner's and contractors statements and full
and final waivers of lien covering all labor and materials included in such
Alteration. Tenant shall not permit any mechanic's lien to be filed against the
Building, or any part thereof or any interest therein, arising out of any
Alteration performed, or alleged to have been performed, by, on behalf of, or at
the direction of Tenant. If any such lien is filed, Tenant, within ten (10) days
thereafter, shall have such lien released of record or deliver to Landlord a
bond in form, amount, and issued by a surety satisfactory to Landlord,
indemnifying Landlord against all costs and liabilities resulting from such lien
and the foreclosure or attempted foreclosure thereof. If Tenant fails to have
such lien so released or to deliver such bond to Landlord, Landlord, without
investigating 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. INSURANCE. Tenant, at its expense, shall maintain at all times during the
Term the following insurance policies: (a) fire insurance, including extended
coverage, vandalism, malicious mischief and water damage coverage and demolition
and debris removal, insuring the full replacement cost of all improvements,
alterations or additions to the Premises made at Tenant's expense, and all other
property owned or used by Tenant and located in the Premises; (b) commercial
general liability insurance, contractual liability insurance and property damage
insurance with respect to the Building and the Premises, with limits to be set
by Landlord from time to time but in any event not less than $1,000,000 combined
single limit for personal injury, sickness or death or for damage to or
destruction of property for any one occurrence; and (c) insurance against such
other risks and in such other amounts as Landlord may from time to time
reasonably require. The form of all such policies and deductibles thereunder
shall be subject to Landlord's prior approval. All such policies shall be issued
by insurers acceptable to Landlord and licensed to do business in the State of
Illinois and shall contain a waiver of any rights of subrogation thereunder. In
addition, the policies shall name Landlord and any other parties designated by
Landlord as additional insureds, shall require at least thirty (30) days' prior
written notice to Landlord of termination or modification and shall be primary
and not contributory. Tenant, at least ten (10) days prior to the Commencement
Date, and within ten (10) days prior to the expiration of each such policy,
shall deliver to Landlord certificates evidencing the foregoing insurance or
renewal thereof, as the case may be.
12. WAIVER AND INDEMNITY.
12.1 Waiver. Except in the event of Landlord's negligence or willful
misconduct, Tenant releases Landlord, its property manager and their respective
agents and employees from, and waives all claims for, damage or injury to person
or property and loss of business sustained by Tenant and resulting from the
Building or the Premises or any part thereof or any equipment therein becoming
in disrepair, or resulting from any accident in or about the Building. This
paragraph shall apply particularly, but not exclusively, to flooding, damage
caused by Building equipment and apparatus, water, snow, frost, steam, excessive
heat or cold, broken glass, sewage, gas, odors, excessive noise or vibration or
the bursting or leaking of pipes, plumbing fixtures or sprinkler devices.
Without limiting the generality of the foregoing, Tenant waives all claims and
rights of recovery against Landlord, its property
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manager and their respective agents and employees for any loss or damage to any
property of Tenant, which loss or damage is insured against, or required to be
insured against, by Tenant pursuant to Section 11 above, whether or not such
loss or damage is due to the fault or negligence of Landlord, its property
manager or their respective agents or employees, and regardless of the amount of
insurance proceeds collected or collectible under any insurance policies in
effect.
12.2 Indemnity. Tenant agrees to indemnify, defend and hold harmless
Landlord, its property manager and their respective agents and employees, from
and against any and all claims, demands, actions, liabilities, damages, costs
and expenses (including attorneys' fees and expenses), for injuries to any
persons and damage to or theft or misappropriation or loss of property occurring
in or about the Building and arising from the use and occupancy of the Premises
or from any activity, work, or thing done, permitted or suffered by Tenant in or
about the Premises (including, without limitation, any alteration by Tenant) or
from any breach or default on the part of Tenant in the performance of any
covenant or agreement on the part of Tenant to be performed under this Lease or
due to any other act or omission of Tenant, its subtenants, assignees, invitees,
employees, contractors and agents. Without limiting the foregoing, Tenant shall
indemnify, defend and hold Landlord harmless from any claims, liabilities,
damages, costs and expenses (including attorneys' fees and expenses) arising out
of the use or storage of hazardous or toxic materials in the Building by Tenant,
its subtenants, assignees, invitees, employees, contractors and agents. If any
such proceeding is filed against Landlord or any such indemnified party, Tenant
agrees to defend Landlord or such party in such proceeding at Tenant's sole cost
by legal counsel reasonably satisfactory to Landlord, if requested by Landlord.
13. FIRE AND CASUALTY. If all or a substantial part of the Premises or the
Building is rendered untenantable by reason of fire or other casualty, Landlord
may, at its option, either restore the Premises and the Building, or terminate
this Lease effective as of the date of such fire or other casualty. Landlord
agrees to give Tenant written notice within ninety (90) days after the
occurrence of any such fire or other casualty designating whether Landlord
elects to so restore or terminate this Lease. If Landlord elects to terminate
this Lease, Rent shall be paid through and apportioned as of the date of such
fire or other casualty. If Landlord elects to restore, Landlord's obligation to
restore the Premises shall be limited to restoring those improvements in the
Premises existing as of the date of such fire or other casualty which were made
at Landlord's expense and shall exclude any furniture, equipment, fixtures,
additions, alterations or improvements in or to the Premises which were made at
Tenant's expense. If Landlord elects to restore, Rent shall abate for that part
of the Premises which is untenantable on a per diem basis from the date of such
fire or other casualty until Landlord has substantially completed its repair and
restoration work, provided that Tenant does not occupy such part of the Premises
during said period. Notwithstanding the foregoing, Tenant may elect to terminate
this Lease upon thirty (30) days prior written notice to Landlord in the event
(i) Landlord elects to restore and Landlord estimates that such restoration will
take in excess of two hundred ten (210) days, or (ii) any damage to the Building
or Premises occurs in the final year of the Lease and prevents Tenant from
occupying all of the Premises for more than thirty (30) days.
Notwithstanding the foregoing, there shall be no abatement of Rent or
Tax Escalation or Expense Escalation by reason of any portion of the Building
being unusable or inaccessible for a period equal to five (5) consecutive
business days or less. If the cause of the damage or destruction is an
earthquake or a flood, Tenant shall be entitled to an abatement of rent only
when and if Landlord receives reimbursement for such rent from
9
insurance proceeds, if any. If such damage or destruction occurs as a result of
the negligence or the intentional acts of Tenant or Tenant's employees, agents,
contractors or invitees, and the proceeds of insurance which are actually
received by Landlord are not sufficient to pay for the repair of all of the
damage, Tenant shall pay to Landlord upon demand, the difference between the
cost of repairing the damage and the insurance proceeds received by Landlord.
14. CONDEMNATION. If the Premises or the Building is rendered untenantable by
reason of a condemnation (or by a deed given in lieu thereof), then either party
may terminate this Lease by giving written notice of termination to the other
party within thirty (30) days after such condemnation, in which event this Lease
shall terminate effective as of the date of such condemnation. If this Lease so
terminates, Rent shall be paid through and apportioned as of the date of such
condemnation. If such condemnation does not render the Premises or the Building
untenantable, this Lease shall continue in effect and Landlord shall promptly
restore the portion not condemned to the extent reasonably possible to the
condition existing prior to the condemnation. In such event, however, Landlord
shall not be required to expend an amount in excess of the proceeds received by
Landlord from the condemning authority. Landlord reserves all rights to
compensation for any condemnation. Tenant hereby assigns to Landlord any right
Tenant may have to such compensation, and Tenant shall make no claim against
Landlord or the condemning authority for compensation for termination of
Tenant's leasehold interest under this Lease or interference with Tenant's
business.
15. ASSIGNMENT AND SUBLETTING.
15.1 Landlord's Consent. Tenant shall not, without the prior written
consent of Landlord: (i) assign, convey, pledge, mortgage or otherwise transfer
this Lease or any interest hereunder, or sublease the Premises, or any part
thereof, whether voluntarily or by operation of law; or (ii) permit the use of
the Premises by any person other than Tenant and its employees. Any such
transfer, sublease or use described in the preceding sentence (a "Transfer")
occurring without the prior written consent of Landlord shall be void and of no
effect. Landlord's consent to any Transfer shall not constitute a waiver of
Landlord's right to withhold its consent to any future Transfer. Landlord's
consent to any Transfer or acceptance of rent from any party other than Tenant
shall not release Tenant from any covenant or obligation under this Lease.
Landlord may require as a condition to its consent to any assignment of this
Lease that the assignee execute an instrument in which such assignee assumes the
obligations of Tenant hereunder. For purposes of this paragraph, the Transfer
(whether direct or indirect) of all or a majority of the capital stock in a
corporate Tenant (other than the shares of the capital stock of a corporate
Tenant whose stock is publicly traded) or the merger, consolidation or
reorganization of such Tenant and the transfer of all or any general partnership
interest in any partnership Tenant shall be considered a Transfer; provided,
however, that the issuance of new shares of capital stock in the Tenant or the
transfer of existing shares of capital stock in the Tenant to employees or
employee's family members for estate planning purposes shall not constitute a
"Transfer" hereunder.
15.2 Standards for Consent. If Tenant desires the consent of Landlord
to a Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior
to the proposed effective date of the Transfer, a written notice which includes
such information as Landlord may require about the proposed Transfer and the
transferee. If Landlord does not terminate this Lease, in whole or in part,
pursuant to Section 15.3, Landlord shall not unreasonably
10
withhold its consent to any assignment or sublease. Landlord shall not be deemed
to have unreasonably withheld its consent if, in the judgment of Landlord: (i)
the transferee is of a character or engaged in a business which is not in
keeping with the standards or criteria used by Landlord in leasing the Building;
(ii) the financial condition of the transferee is such that it may not be able
to perform, or may be less able than Tenant to perform, its obligations in
connection with this Lease; (iii) the purpose for which the transferee intends
to use the Premises or portion thereof is in violation of the terms of this
Lease or the lease of any other tenant in the Building; (iv) the transferee is a
governmental entity or is an existing tenant of the Building. If Landlord
wrongfully withholds its consent to any Transfer, Tenant's sole and exclusive
remedy therefor, shall be to seek specific performance of Landlord's obligation
to consent to such Transfer.
15.3 Recapture. Landlord shall have the right to terminate this Lease
as to that portion of the Premises which is the subject of a Transfer or
proposed Transfer. Landlord may exercise such right to terminate by giving
notice to Tenant at any time within thirty (30) days after the date on which
Tenant has furnished (or failed to furnish) to Landlord all of the items
required under Section 15.2. If Landlord exercises such right to terminate,
Landlord shall be entitled to recover possession of, and Tenant shall surrender
such portion of, the Premises on the later of (i) the effective date of the
proposed Transfer, or (ii) sixty (60) days after the date of Landlord's notice
of termination. In the event Landlord exercises such right to terminate,
Landlord shall have the right to enter into a lease with the proposed transferee
without incurring any liability to Tenant on account thereof. If Landlord
consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of
all rent and other consideration received by Tenant in excess of the Rent paid
by Tenant hereunder for the portion of the Premises so transferred. Such rent
shall be paid as and when received by Tenant. In addition, Tenant shall pay to
Landlord any attorneys' fees and expenses incurred by Landlord in connection
with any proposed Transfer, whether or not Landlord consents to such Transfer.
16. SURRENDER. Upon termination of the Term or Tenant's right to possession
of the Premises, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and damage by fire or other casualty excepted. If
Landlord requires Tenant to remove any Alterations pursuant to Section 10.1,
then such removal shall be done in a good and workmanlike manner; and upon such
removal Tenant shall restore the Premises to its condition prior to the
installation of such Alterations. If Tenant does not remove such Alterations
after request to do so by Landlord, Landlord may remove the same and restore the
Premises; and Tenant shall pay to Landlord upon demand the cost of such removal
and restoration. Tenant shall also remove its furniture, equipment, trade
fixtures and all other items of personal property from the Premises prior to the
termination of the Term or Tenant's right to possession of the Premises. If
Tenant does not remove such items, Tenant shall be conclusively presumed to have
conveyed the same to Landlord without further payment or credit by Landlord to
Tenant; or at Landlord's sole option such items shall be deemed abandoned, in
which event Landlord may cause such items to be removed and disposed of at
Tenant's expense, without notice to Tenant and without obligation to compensate
Tenant.
17. DEFAULTS AND REMEDIES.
17.1 Default. The occurrence of any of the following shall constitute a
default ("Default") by Tenant under this Lease: (i) Tenant fails to pay any Rent
when due and such failure is not cured within five (5) days after notice from
Landlord, (ii) Tenant fails to
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perform any other provision of this Lease and such failure is not cured within
thirty (30) days after notice from Landlord (or immediately if the failure
involves a hazardous condition), provided, however, that if such failure cannot
be reasonably cured within thirty (30) days then such period shall be extended
so long as Tenant is prosecuting such cure with diligence (except in the case of
Force Majeure); or (iii) Tenant's leasehold interest is levied upon or attached
under process of law, (iv) Tenant abandons or vacates the Premises, (v) any
voluntary or involuntary proceedings are filed by or against Tenant or any
guarantor of this Lease under any bankruptcy, insolvency or similar laws and, in
the case of any involuntary proceedings, are not dismissed within thirty (30)
days after filing, or (vi) Tenant or any guarantors of this Lease die or
dissolve.
17.2 Right of Re-Entry. Upon the occurrence of a Default, Landlord may
elect to terminate this Lease, or, without terminating this Lease, terminate
Tenant's right to possession of the Premises. Upon any such termination, Tenant
shall immediately surrender and vacate the Premises and deliver possession
thereof to Landlord. Tenant grants to Landlord the right to enter and repossess
the Premises and to expel Tenant and any others who may be occupying the
Premises and to remove any and all property therefrom, without being deemed in
any manner guilty of trespass and without relinquishing Landlord's rights to
Rent or any other right given to Landlord hereunder or by operation of law.
17.3 Reletting. If Landlord terminates Tenant's right to possession of
the Premises without terminating this Lease, Landlord may relet the Premises or
any part thereof. In such case, Landlord shall use reasonable efforts to relet
the Premises on such terms as Landlord shall reasonably deem appropriate;
provided, however, Landlord may first lease Landlord's other available space and
shall not be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting. Tenant shall reimburse
Landlord for the costs and expenses of reletting the Premises including, but not
limited to, all brokerage, advertising, legal, alteration and other fees and
expenses incurred to secure a new tenant for the Premises. In addition, if the
consideration collected by Landlord upon any such reletting, after payment of
the expenses of reletting the Premises which have not been reimbursed by Tenant,
is insufficient to pay monthly the full amount of the Rent, Tenant shall pay to
Landlord the amount of each monthly deficiency as it becomes due. If such
consideration is greater than the amount necessary to pay the full amount of the
Rent, the full amount of such excess shall be retained by Landlord and in no
event shall any portion thereof be payable to Tenant.
17.4 Termination of Lease. If Landlord terminates this Lease, Landlord
may recover from Tenant and Tenant shall pay to Landlord, on demand, as and for
liquidated and final damages, an accelerated lump sum amount equal to the amount
by which Landlord's estimate of the aggregate amount of Rent owing from the date
of such termination through the Expiration Date plus Landlord's estimate of the
aggregate expenses of reletting the Premises, exceeds Landlord's estimate of the
fair rental value of the Premises for the same period (after deducting from such
fair rental value the time needed to relet the Premises and the amount of
concessions which would normally be given to a new tenant), both discounted to
present value at the rate of five percent (5%) per annum.
17.5 Other. Landlord may but shall not be obligated to perform any
obligation of Tenant under this Lease; and, if Landlord so elects, all costs and
expenses paid by Landlord in performing such obligation, together with interest
at the Default Rate, shall be reimbursed to Landlord by Tenant on demand. Any
and all remedies set forth in this Lease:
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(i) shall be in addition to any and all other remedies Landlord may have at law
or in equity, (ii) shall be cumulative, and (iii) may be pursued successively or
concurrently as Landlord may elect. The exercise of any remedy by Landlord shall
not be deemed an election of remedies or preclude Landlord from exercising any
other remedies in the future.
17.6 Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee
shall not have the right to assume or assign this Lease unless the trustee
complies with all requirements of the United States Bankruptcy Code; and
Landlord expressly reserves all of its rights, claims, and remedies thereunder.
18. HOLDING OVER. If Tenant retains possession of the Premises after the
expiration or termination of the Term or Tenant's right to possession of the
Premises, Tenant shall pay Rent during the first sixty (60) days of such
holdover at one hundred fifty percent (150%) of the rate in effect immediately
preceding such holdover and thereafter at double the rate in effect immediately
preceding such holding over computed on a monthly basis for each month or
partial month that Tenant remains in possession. Tenant shall also pay,
indemnify and defend Landlord from and against all claims and damages (including
attorneys' fees and expenses), consequential as well as direct, sustained by
reason of Tenant's holding over. In addition, at any time while Tenant remains
in possession, Landlord may elect instead, by written notice to Tenant and not
otherwise, to have such retention of possession constitute a renewal of this
Lease for one year for the fair market rental value of the Premises as
reasonably determined by Landlord but in no event less than the Rent payable
immediately prior to such holding over. The provisions of this Section do not
waive Landlord's right of re-entry or right to regain possession by actions at
law or in equity or any other rights hereunder, and any receipt of payment by
Landlord shall not be deemed a consent by Landlord to Tenant's remaining in
possession or be construed as creating or renewing any lease or right of tenancy
between Landlord and Tenant.
19. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with
Landlord, as security for the performance of Tenant's obligations under this
Lease, the security deposit set forth in Section 1.8 of the Lease Provisions
(the "Security Deposit"). Upon the occurrence of a Default, Landlord may use all
or any part of the Security Deposit for the payment of any Rent or for the
payment of any amount which Landlord may pay or become obligated to pay by
reason of such Default, or to compensate Landlord for any loss or damage which
Landlord may suffer by reason of such Default. If any portion of the Security
Deposit is used, Tenant, within five (5) days after written demand therefor
shall deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to its original amount. Landlord shall not be required to keep the
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on the Security Deposit. In no event shall the Security
Deposit be considered an advanced payment of Rent, and in no event shall Tenant
be entitled to use the Security Deposit for the payment of Rent. If no Default
by Tenant exists hereunder, the Security Deposit or any balance thereof shall be
returned to Tenant within thirty (30) days after the expiration of the Term and
vacation of the Premises by Tenant. Landlord shall have the right to transfer
the Security Deposit to any purchaser of the Building. Upon such transfer,
Tenant shall look solely to such purchaser for return of the Security Deposit;
and Landlord shall be relieved of any liability with respect to the Security
Deposit.
20. SUBSTITUTION OF OTHER PREMISES. Landlord shall have the right at any time
to move Tenant to any other leasable space in the Building provided that said
space shall be approximately the same size as the Premises and that Landlord
shall pay the cost of
13
moving Tenant's furniture and equipment to the new space. The new space shall
include tenant improvements that are substantially equivalent to the tenant
improvements contained in the Premises, and the cost of any required tenant
improvements shall be paid by Landlord. If Landlord elects to relocate Tenant,
Landlord shall give Tenant written notice of its election. Landlord shall
deliver substitute space to Tenant not more than one hundred eighty (180) days
after Tenant approves plans for the construction of required tenant
improvements, if any, at the new space. Tenant shall not unreasonably withhold
or delay its approval of any plans for the construction of tenant improvements.
Landlord shall give Tenant thirty (30) days advance notice of the estimated
move-in date. After Tenant moves into the new space, this Lease shall remain in
full force and effect and be deemed applicable to such new space. Upon Tenant's
relocation, Landlord and Tenant shall amend this Lease to provide for the
relocation of the Premises. Landlord's right to relocate Tenant hereunder shall
be limited to relocation of Tenant to comparable space which, for purposes of
this Lease, shall be defined to mean space of substantially similar size as the
Premises with substantially similar LaSalle Street exposure as the Premises, or
such other space as Landlord and Tenant may mutually agree is comparable space.
Landlord shall pay all reasonable expenses related to the cost of relocating
Tenant, including, but not limited to the cost of moving furniture and equipment
to the new space, new business stationery and installation of telephone and
computer equipment. Such move shall be made during evenings, weekends, or such
other time as is agreeable to Tenant so as to incur the least inconvenience to
Tenant.
21. DEMOLITION OR RENOVATION. Intentionally Omitted.
22. ESTOPPEL CERTIFICATES. Tenant agrees that, from time to time upon written
request by Landlord, Tenant shall execute and deliver to Landlord a written
certificate certifying: (i) that this Lease is unmodified and in full force and
effect (or if there have been modifications, a description of such modifications
and that this Lease as modified is in full force and effect); (ii) the dates to
which Rent has been paid; (iii) that Tenant is in possession of the Premises, if
that is the case; (iv) that Landlord is not in default under this Lease, or, if
Tenant believes Landlord is in default, the nature thereof in detail; (v) that
Tenant has no off-sets or defenses to the performance of its obligations under
this Lease (or if Tenant believes there are any off-sets or defenses, a full and
complete explanation thereof); and (vi) such additional matters as may be
requested by Landlord, it being agreed that such certificate may be relied upon
by any prospective purchaser, mortgagee or other person having or acquiring an
interest in the Building. If Tenant fails to execute and deliver any such
certificate within fourteen (14) days after request, Tenant shall be deemed to
have irrevocably appointed Landlord as Tenant's attorney-in-fact to execute and
deliver such certificate in Tenant's name.
23. SUBORDINATION. This Lease is and shall be expressly subject and
subordinate at all times to (a) any present or future ground, underlying or
operating lease of the Building, and all amendments, renewals and modifications
to any such lease, and (b) the lien of any present or future mortgage or deed of
trust encumbering fee title to the Building and/or the leasehold estate under
any such lease. If any such mortgage or deed of trust be foreclosed, or if any
such lease be terminated, upon request of the mortgagee, beneficiary or lessor,
as the case may be, Tenant will attorn to the purchaser at the foreclosure sale
or to the lessor under such lease, as the case may be. The foregoing provisions
are declared to be self-operative and no further instruments shall be required
to effect such subordination and/or attornment; provided, however, that Tenant
agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at
foreclosure, as the case may be, to
14
execute such subordination and/or attornment instruments as may be required by
such person to confirm such subordination and/or attornment on the form
customarily used by such party. Notwithstanding the foregoing to the contrary,
any such mortgagee, beneficiary or lessor may elect to give the rights and
interests of Tenant under this Lease (excluding rights in and to insurance
proceeds and condemnation awards) priority over the lien of its mortgage or deed
of trust or the estate of its lease, as the case may be. In the event of such
election and upon the mortgagee, beneficiary or lessor notifying Tenant of such
election, the rights and interests of Tenant shall be deemed superior to and to
have priority over the lien of said mortgage or deed of trust or the estate of
such lease, as the case may be, whether this Lease is dated prior to or
subsequent to the date of such mortgage, deed of trust or lease. In such event,
Tenant shall execute and deliver whatever instruments may be required by such
mortgagee, beneficiary or lessor to confirm such superiority on the form
customarily used by such party. If Tenant fails to execute any instrument
required to be executed by Tenant under this Section 23 within ten (10) days
after request, Tenant irrevocably appoints Landlord as its attorney-in-fact, in
Tenant's name, to execute such instrument.
24. QUIET ENJOYMENT. As long as no Default exists, Tenant shall peacefully
and quietly have and enjoy the Premises for the Term, free from interference by
Landlord, subject, however, to the provisions of this Lease. The loss or
reduction of Tenant's light, air or view will not be deemed a disturbance of
Tenant's occupancy of the Premises nor will it affect Tenant's obligations under
this Lease or create any liability of Landlord to Tenant.
25. BROKER. Tenant represents to Landlord that Tenant has dealt only with the
broker(s), if any, set forth in Section 1.9 of the Lease Provisions (the
"Broker") in connection with this Lease and that, insofar as Tenant knows, no
other broker negotiated this Lease or is entitled to any commission in
connection herewith. Tenant agrees to indemnify, defend and hold Landlord, its
property manager and their respective employees harmless from and against all
claims, demands, actions, liabilities, damages, costs and expenses (including,
attorneys' fees and expenses) arising from either (i) a claim for a fee or
commission made by any broker, other than the Broker, claiming to have acted by
or on behalf of Tenant in connection with this Lease, or (ii) a claim of, or
right to, lien under the Statutes of Illinois relating to real estate broker
liens with respect to any such broker retained by, or claiming to have been
retained by, Tenant. Landlord agrees to pay the Broker a commission in
accordance with a separate agreement between Landlord and a Broker if, and only
if, a written agreement with that Broker has been signed by Landlord.
26. NOTICES. All notices and demands to be given by one party to the other
party under this Lease shall be given in writing, mailed or delivered to
Landlord or Tenant, as the case may be, at the address set forth above or at
such other address as either party may hereafter designate. Notices shall be
delivered by hand or by United States certified or registered mail, postage
prepaid, return receipt requested, or by a nationally recognized overnight air
courier service. Notices shall be considered to have been given upon the earlier
to occur of actual receipt (or refusal of receipt) or two (2) business days
after posting in the United States mail.
27. MISCELLANEOUS.
27.1 Successors and Assigns. Subject to Section 15, each provision of
this Lease shall extend to, bind and inure to the benefit of Landlord and Tenant
and their respective
15
legal representatives, successors and assigns; and all references herein to
Landlord and Tenant shall be deemed to include all such parties.
27.2 Entire Agreement. This Lease, and the riders and exhibits, if any,
attached hereto which are hereby made a part of this Lease, represent the
complete agreement between Landlord and Tenant, superseding any letters of
intent and other prior writings and conversations between them or their agents,
and Landlord has made no representations or warranties except as expressly set
forth in this Lease. No modification or amendment of or waiver under this Lease
shall be binding upon Landlord or Tenant unless in writing signed by Landlord
and Tenant. The invalidity or unenforceability of any provision of this Lease
shall not affect or impair any other provisions.
27.3 Time of Essence. Time is of the essence of this Lease and each and
all of its provisions.
27.4 Execution and Delivery. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of space or
an option for lease, and it is not effective until execution and delivery by
both Landlord and Tenant. Execution and delivery of this Lease by Tenant to
Landlord shall constitute an irrevocable offer by Tenant to lease the Premises
on the terms and conditions set forth herein, which offer may not be revoked for
fifteen (15) days after such delivery. This Lease may be executed and delivered
in counterparts, each of which so executed and delivered shall be deemed to be
an original and all of which shall constitute one and the same instrument.
27.5 Governing Law. This Lease shall be governed by and construed in
accordance with the internal laws of the State of Illinois, without regard to
its conflicts of laws principles.
27.6 Attorneys' Fees. Tenant shall pay to Landlord all costs and
expenses, including reasonable attorneys fees and expenses, incurred by Landlord
in successfully enforcing this Lease or incurred by Landlord as a result of any
litigation to which Landlord becomes a party as a result of this Lease.
27.7 Delay in Possession. In no event shall Landlord be liable to
Tenant if Landlord is unable to deliver possession of the Premises to Tenant on
the Commencement Date for causes outside Landlord's reasonable control. If
Landlord is unable to deliver possession of the Premises to Tenant by the
Commencement Date, the Commencement Date shall be deferred until Landlord can
deliver possession to Tenant, and the Expiration Date shall be deferred for an
equal number of days, provided, however, that if possession is not delivered by
December 31, 1995, Landlord will provide Tenant temporary space within the
Building at Landlord's sole cost and expense including telephone and computer
cabling, and relocating Tenant, at Landlord's expense to the Premises upon
delivery of Premises provided that all working drawings are executed by Tenant
prior to September 1, 1995 and no material items with extended lead time are
specified by Tenant. Notwithstanding the above, Tenant shall have the right to
terminate this Lease if possession is not delivered on or prior to June 30,
1996.
27.8 Force Majeure. Landlord and Tenant shall not be in default
hereunder and neither party shall be excused from performing any of its
obligations hereunder if such party is prevented from performing any of its
obligations hereunder due to any accident, breakage, strike, shortage of
materials, acts of God or other causes beyond such party's
16
reasonable control; provided, however, in no event shall Tenant be excused from
performing its obligation to pay Rent hereunder on account of any of the
foregoing clauses.
27.9 Interpretation. The headings and titles in this Lease are for
convenience only and shall have no effect upon the construction or
interpretation of this Lease. As used in this Lease the words tenant and
landlord include the plural as well as the singular. Words used in the neuter
gender include the masculine and feminine gender. This Lease shall not be
construed more strictly against one party than the other merely by virtue of the
fact that it was prepared by counsel for one of the parties, it being
acknowledged and agreed that both parties have had meaningful opportunities to
review, comment upon and negotiate each and every provision hereof.
27.10 No Waiver. No receipt of money by Landlord from Tenant after
termination of this Lease or after the service of any notice or after the
commencing of any suit or after final judgment for possession of the Premises
shall renew, reinstate, continue or extend the Term or affect any such notice or
suit. No waiver of any default of Tenant shall be implied from any omission by
Landlord to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and then only for the time and to the
extent therein stated.
27.11 No Recording. Tenant shall not record this Lease or a memorandum of
this Lease in any official records.
27.12 Limitation of Liability. Any liability of Landlord under this Lease
shall be limited solely to its interest in the Building, and in no event shall
any personal liability be asserted against Landlord in connection with this
Lease nor shall any recourse be had to any other property or assets of Landlord.
27.13 Authority. If Tenant is a corporation, trust, or general or limited
partnership, Tenant, and each individual executing this Lease on behalf of such
entity represents and warrants that such individual is duly authorized to
execute and deliver this Lease on behalf of said entity, that said entity is
duly authorized to enter into this Lease, and that this Lease is enforceable
against said entity in accordance with its terms. If Tenant is a corporation,
trust or partnership, Tenant shall deliver to Landlord upon demand evidence of
such authority satisfactory to Landlord.
27.14 Conflict. Except as otherwise provided herein to the contrary, any
conflict between the printed provisions, exhibits, addenda or riders of this
Lease and the typewritten or handwritten provisions, if any, shall be controlled
by the typewritten or handwritten provisions.
27.15 Multiple Parties. If more than one person or entity is named as
Tenant herein, the obligations of Tenant shall be the joint and several
responsibility of all persons or entities named herein as Tenant. Service of a
notice in accordance with Section 26 on one Tenant shall be deemed service of
notice on all Tenants.
27.16 Relationship of Parties. Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third party to create the
relationship of principal and agent, partnership, joint venturer or any
association between Landlord and Tenant.
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27.17 Right to Lease. Landlord reserves the absolute right to effect such
other tenancies in the Building as Landlord in its sole discretion shall
determine, and Tenant is not relying on any representation that any specific
tenant or number of tenants will occupy the Building.
27.18 Security Interest. In consideration of the covenants and agreements
contained herein, and as a material consideration to Landlord for entering into
this Lease, Tenant hereby unconditionally grants to Landlord a continuing
security interest in and to all personal property of Tenant located in, or left
at, the Building and the security deposit and any advance rent payment or other
deposit, now in or hereafter delivered to or coming into the possession, custody
or control of Landlord, by or for the account of Tenant, together with any
increase in profits or proceeds from such property. The security interest
granted to Landlord hereunder secures payment and performance of all obligations
of Tenant under this Lease now or hereafter arising or existing, whether direct
or indirect, absolute or contingent, or due or to become due. In the event of a
default under this Lease which is not cured within the applicable grace period,
if any, Landlord is and shall be entitled to all the rights, powers and remedies
granted a secured party under the Illinois Uniform Commercial Code and otherwise
available at law or in equity, including, but not limited to, the right to
retain as damages the personal property, security deposit and other funds held
by landlord, without additional notice or demand regarding this security
interest. Tenant agrees that it will execute such other documents or instruments
as may be reasonably necessary to carry out and effectuate the purpose and terms
of this Section or as otherwise reasonably requested by Landlord, including
without limitation, execution of a UCC-1 financing statement. Tenant's failure
to execute such documents within ten (10) days after request shall constitute a
default under this Lease and Landlord shall have the right to execute such
documents and instruments as Tenant's attorney-in-fact.
27.19 Waiver of Trial by Jury. In any proceeding to enforce the terms of
this Lease or obtain any remedy provided for herein or otherwise permitted by
law in connection with the subject matter hereof, Landlord and Tenant waive
trial by jury to the fullest extent permitted by law.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.
TENANT: LANDLORD:
LODESTAR FINANCIAL SERVICES, INC. 208 SOUTH LASALLE ASSOCIATES, L.P.
By: /s/ William A. Goldstein By: 208 LaSalle L.L.C.
------------------------------ its General Partner
Its: President
-----------------------
By: /s/ George R. Cornwell
---------------------------
Its: Managing Member
---------------------
18
(Landlord's Acknowledgment)
STATE OF Illinois )
) SS
COUNTY OF Cook )
On this 31st day of August, 1995 before me appeared George R. Cornwell to me
personally known, who being by me duly sworn, did say that he is the Managing
Member of 208 LASALLE L.L.C., the general partner of 208 SOUTH LASALLE
ASSOCIATES, L.P., an Illinois limited partnership, the partnership that executed
the within and foregoing instrument and that said instrument was signed by him
on behalf of the general partner on behalf of said partnership as the free act
and deed of said partnership.
/s/ Christine R. Berardi
----------------------------------
NOTARY PUBLIC
Cook
----------------------------------
County
My commission expires: 1/22/97
-----------
19
(Tenant Corporate Acknowledgment)
STATE OF IL )
) SS
COUNTY OF Cook )
On this 22nd day of August, 1995 before me appeared William A Goldstein, to me
personally known, who being by me duly sworn, did say that (he) (she) is the
President of Lodestar Financial Services, Inc., the corporation that executed
the within and foregoing instrument and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors, and
that the seal affixed is the corporate seal of said corporation and said he
acknowledged said instrument to be the free act and deed of said corporation.
/s/ Kimberly Hargreaves-Geary
-------------------------------
NOTARY PUBLIC
Cook
-------------------------------
County
My commission expires: 9-5-98
--------
20
EXHIBIT "A"
[FLOOR PLAN APPEARS HERE]
EXHIBIT "B"
RULES AND REGULATIONS
1. Tenant shall not make any room-to-room canvass to solicit business from
other tenants in the Building and shall not exhibit, sell or offer to sell, use,
rent or exchange any item or services in or from the Premises unless ordinarily
included within Tenant's use of the Premises as specified in the Lease.
2. Tenant shall not make any use of the Premises which may be dangerous to
person or property or which shall increase the cost of insurance or require
additional insurance coverage.
3. Tenant shall not paint, display, inscribe or affix any sign, picture,
advertisement, notice, lettering or direction or install any lights on any part
of the outside or inside of the Building, other than the Premises, and then not
on any part of the inside of the Premises which can be seen from outside the
Premises, except as approved by Landlord in writing.
4. Tenant shall not use the name of the Building in advertising or other
publicity, except as the address of its business, and shall not use pictures of
the Building in advertising or publicity.
5. Tenant shall not obstruct or place objects on or in sidewalks, entrances,
passages, courts, corridors, vestibules, halls, elevators and stairways in and
about the Building. Tenant shall not place objects against glass partitions or
doors or windows or adjacent to any open common space which would be unsightly
from the Building corridors or from the exterior of the Building.
6. Bicycles shall not be permitted in the Building other than in locations
designated by Landlord.
7. Tenant shall not allow any animals, other than seeing-eye dogs, in the
Premises or the Building.
8. Tenant shall not disturb other tenants or make excessive noises, cause
disturbances, create excessive vibrations, odors or noxious fumes or use or
operate any electrical or electronic devices or other devices that emit
excessive sound waves or are dangerous to other tenants of the Building or that
would interfere with the operation of any device or equipment or radio or
television broadcasting or reception from or within the Building or elsewhere,
and shall not place or install any projections, antennae, aerials or similar
devices outside of the Building or the Premises.
9. Tenant shall not waste electricity or water and shall cooperate fully with
Landlord to assure the most effective operation of the Building's heating and
air conditioning, and shall refrain from attempting to adjust any controls
except for the thermostats within the Premises. Tenant shall keep all doors to
the Premises closed.
10. Unless Tenant installs new doors to the Premises, Landlord shall furnish two
(2) sets of keys for all doors to the Premises at the commencement of the Term.
Tenant shall furnish Landlord with duplicate keys for any new or additional
locks on doors installed by Tenant. When the Lease is terminated, Tenant shall
deliver all keys to Landlord and will provide to Landlord the means of opening
any safes, cabinets or vaults left in the Premises.
11. Except as otherwise provided in the Lease, Tenant shall not install any
signal, communication, alarm or other utility or service system or equipment
without the prior written consent of Landlord.
12. Tenant shall not use any draperies or other window coverings instead of or
in addition to the Building standard window coverings designated and approved by
Landlord for exclusive use throughout the Building.
13. Landlord may require that all persons who enter or leave the Building
identify themselves to watchmen, by registration or otherwise. Landlord,
however, shall have no responsibility or liability for
22
any theft, robbery or other crime in the Building. Tenant shall assume full
responsibility for protecting the Premises, including keeping all doors to the
Premises locked after the close of business.
14. Tenant shall not overload floors; and Tenant shall obtain Landlord's prior
written approval as to size, maximum weight, routing and location of business
machines, safes, and heavy objects. Tenant shall not install or operate
machinery or any mechanical devices of a nature not directly related to Tenant's
ordinary use of the Premises.
15. In no event shall Tenant bring into the Building inflammables such as
gasoline, kerosene, naphtha and benzene, or explosives or firearms or any other
articles of an intrinsically dangerous nature.
16. Furniture, equipment and other large articles may be brought into the
Building only at the time and in the manner designated by Landlord. Tenant shall
furnish Landlord with a list of furniture, equipment and other large articles
which are to be removed from the Building, and Landlord may require permits
before allowing anything to be moved in or out of the Building. Movements of
Tenant's property into or out of the Building and within the Building are
entirely at the risk and responsibility of Tenant.
17. No person or contractor, unless approved in advance by Landlord, shall be
employed to do janitorial work, interior window washing, cleaning, decorating or
similar services in the Premises.
18. Tenant shall not use the Premises for lodging, cooking (except for microwave
reheating and coffee makers) or manufacturing or selling any alcoholic beverages
or for any illegal purposes.
19. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.
20. Tenant shall cooperate and participate in all reasonable security programs
affecting the Building.
21. Tenant shall not loiter, eat, drink, sit or lie in the lobby or other public
areas in the Building. Tenant shall not go onto the roof of the Building or any
other non-public areas of the Building (except the Premises), and Landlord
reserves all rights to control the public and non-public areas of the Building.
In no event shall Tenant have access to any electrical, telephone, plumbing or
other mechanical closets without Landlord's prior written consent.
22. Tenant shall not use the freight or passenger elevators, loading docks or
receiving areas of the Building except in accordance with regulations for their
use established by Landlord.
23. Tenant shall not dispose of any foreign substances in the toilets, urinals,
sinks or other washroom facilities, nor shall Tenant permit such items to be
used other than for their intended purposes; and Tenant shall be liable for all
damage as a result of a violation of this rule.
24. In no event shall Tenant allow its employees to use the public areas of the
Building as smoking areas.
23
EXHIBIT "C"
WORK LETTER AGREEMENT
TO: Lodestar Financial Services, Inc.
RE: Premises located at:
208 South LaSalle
Suite 1710
Chicago, IL 60604
Ladies and Gentlemen:
Simultaneously with the execution of this Work Letter Agreement, you
("Tenant") and 208 South LaSalle Associates, L.P. ("Landlord") are entering into
a lease (the "Lease") pertaining to the space referred to above (the
"Premises").
In consideration of the covenants contained in this Work Letter Agreement
and in the Lease, Landlord and Tenant agree as follows:
Tenants Plans: 1. Tenant desires Landlord to perform certain
leasehold improvement work (the "Work") in the
Premises pursuant to a plan (the "Plan") for the Work
prepared by Gastinger & Walker dated August 17, 1995,
a copy of which is attached hereto as Exhibit "D". The
Work and the Plan have been approved by Landlord and
Tenant but such approval by Landlord shall not
constitute any warranty by Landlord to Tenant of the
adequacy of the design for Tenant's intended use of
the Premises with the exception of constructing the
Premises in accordance with local current building
codes and ordinances, nor shall Landlord's approval of
the Plan create any liability or responsibility on the
part of Landlord for compliance with applicable
statutes, ordinances, regulations, laws, codes and
industry standards, including without limitation, any
and all statutes, ordinances, regulations, laws, codes
and industry standards relating to handicap
discrimination (including, without limitation, the
Americans with Disabilities Act).
Working Drawings: 2. If necessary for the performance of the Work,
Landlord, at its expense, shall prepare final Working
Drawings and specifications for the Work (the
"Working Drawings") based upon and consistent with the
Plan. Tenant shall approve or disapprove and modify
the Working Drawings within five (5) business days
after receipt of same from Landlord. If Tenant
modifies said Working Drawings, said drawings shall
require Landlord's final approval.
Performance of the Work: 3. Except as hereinafter provided to the contrary
Landlord, at its expense, shall perform the Work shown
on the Plan and Working Drawings using (except as may
be stated or
24
shown in the Plan or the Working Drawings) building
standard materials and quantities ("Building
Standards"), a copy of which is attached hereto as
Exhibit "E". Tenant shall not be entitled to any
credit or payment from Landlord for any Building
Standards or any non-standard work not utilized by
Tenant.
Substantial Completion: 4. Landlord shall use reasonable efforts to cause
the Work to be "substantially completed" on or
before the date described in Section 1.11 of the
Basic Lease Provisions in the Lease, subject to
delays described in Section 27.8 of the Lease and
delays described in Paragraph 5 of this Work Letter
Agreement. The Work shall be considered
"substantially completed" for all purposes under
this Work Letter Agreement and the Lease if and when
Landlord's architect issues a written certificate to
Landlord and Tenant, certifying that the Work has
been completed (except for minor finish-out and
"punchlist" items) in substantial compliance with
the Plan and, if applicable, the Working Drawings,
or when Tenant first takes occupancy of the Premises,
whichever first occurs. If the Work is not
substantially completed on or before the date
described in Section 1.11 of the Basic Lease
Provisions in the Lease by reason of any delay
(other than a delay specified in Paragraph 5 below),
the Lease shall remain in effect, Landlord shall
have no liability to Tenant as a result of any delay
in occupancy, the date described in Section 1.11 of
the Basic Lease Provisions in the Lease shall be
extended (subject to Paragraph 5 below) to the date
on which the Work is substantially completed and the
Expiration Date shall be extended by an equal number
of days.
Tenant Delays: 5. There shall be no extension of the date
described in Section 1.11 of the Basic Lease
Provisions in the Lease (as permissibly extended
under Paragraph 4 above) if the Work has not been
substantially completed on said date by reason of any
delay attributable to Tenant, including without
limitation:
(i) Tenant's requirements for special work or
materials, finishes, or installations other than the
Building Standards;
(ii) the performance of any other work in the
Premises by any person, firm or corporation employed
by or on behalf of Tenant, or any failure to complete
or delay in completion of such work; or
(iii) any other material act or omission of Tenant.
25
Additional Work: 6. Upon Tenant's request and submission by Tenant
(at Tenant's sole cost and expense) of the necessary
information and/or plans and specifications for (i)
work other than the Work specified in the Plan and
Working Drawings (the "Additional Work") or (ii)
material other than Building Standard materials,
including, but not limited to floor and wall coverings,
("Upgrade Materials"), Landlord may, at its election,
perform the Additional Work or substitute such Upgrade
Material for Building Standard materials, as
applicable, at Tenant's sole cost and expense (except,
only in the case of dedicated, 20 amp outlets indicated
on the Plan which are not installed by the completion
of the Work; such incremental difference in cost
between installing such dedicated circuits and
ordinary, Building Standard outlets shall be a credit
to Tenant toward Additional Work or Upgrade Materials).
Prior to commencing any Additional Work or utilizing
any Upgrade Materials requested by Tenant, Landlord
shall submit to Tenant a written statement of the cost
of such Additional Work or the incremental cost of such
Upgrade Materials, which includes a credit for the
price of Building Standard materials. The
aforementioned cost in the case of Additional Work
shall include a five percent (5%) add-on charge for
Landlord's field supervision, administration and
overhead. Submitted simultaneously with such additional
cost statement, Landlord shall also deliver a proposed
Tenant Extra Order (the "TEO") for Additional Work or
Upgrade Materials in the standard form then in use by
Landlord. If Tenant shall fail to enter into said TEO
within one (1) week after Tenant's receipt thereof,
Landlord shall proceed to do only the Work specified in
the Plan and Working Drawings utilizing only Building
Standard materials. Tenant agrees to pay to Landlord,
concurrently with its execution of the TEO, the entire
cost of the Additional Work or the incremental cost of
the Upgrade Materials, as applicable, as shown in the
statement delivered by Landlord.
Notwithstanding the above, any non-Building Standard,
special order items, including, but not limited to
floor and wall coverings and items not returnable to
vendor shall be excluded from the above paragraph, and
shall be at Tenant's sole cost and expense if any
Additional Work or Upgraded Material TEO is initiated
by Tenant, upon or after Tenant's execution of the
Working Drawings.
Tenant Access: 7. Landlord, in Landlord's discretion and upon request
by Tenant, may grant to Tenant and Tenant's agents a
license to enter the Premises prior to the date
designated in the Lease for the commencement of the
Term in order that Tenant may do other work required by
Tenant to make the
26
Premises ready for Tenant's use and occupancy. It shall
be a condition to the grant by Landlord and continued
effectiveness of such license that:
(a) Tenant shall give to Landlord not less than three
(3) days' prior notice of its request to have such
access to the Premises, as long as Tenant has delivered
to Landlord prior to giving such notice: (i) a
description of and schedule for the work to be
performed by those persons and entities for whom and
which such access is being requested; (ii) the names
and addresses of all contractors, subcontractors and
material suppliers for whom and which such early access
is being requested and the approximate number of
individuals, itemized by trade, who will be present in
the Premises; (iii) copies of all contracts pertaining
to the performance of the work for which such early
access is being requested; (iv) copies of all plans and
specifications pertaining to the work for which such
access is being requested; (v) copies of all licenses
and permits required in connection with the performance
of the work for which such access is being requested;
(vi) certificates of insurance (in amounts and with
insured parties satisfactory to Landlord) and
instruments of indemnification against all claims,
costs, expenses, damages and liabilities which may
arise in connection with such work; and (vii)
assurances of the availability of funds sufficient to
pay for all such work. All of the foregoing shall be
subject to Landlord's approval, which shall not be
unreasonably withheld.
(b) Such early access shall be subject to scheduling by
Landlord.
(c) Tenant's agents, contractors, workmen, mechanics,
suppliers and invitees shall work in harmony and not
interfere with Landlord and Landlord's agents in
performing the Work and any Additional Work in the
Premises, Landlord's work in other premises and in
common areas of the Building, or the general operation
of the Building. If at any time such entry shall cause
or threaten to cause such disharmony or interference,
including labor disharmony, Landlord may withdraw such
license upon twenty-four (24) hours' prior written
notice to Tenant.
Any such entry into and occupation of the Premises by
Tenant shall be deemed to be under all of the terms,
covenants, conditions and provisions of the Lease,
excluding only the covenant to pay Rent and
specifically including the provisions of Sections 10,
11, and 12 thereof. Landlord shall not be liable for
any injury, loss or damage which may occur to any of
Tenant's work or installations made in the Premises or
to property placed therein prior to
27
the commencement of the Term, the same being at
Tenant's sole risk and liability. Tenant shall be
liable to Landlord for any damage to the Premises or to
any portion of the Work caused by Tenant or any of
Tenant's employees, agents, contractors, workmen or
suppliers. In the event the performance of the work by
Tenant, its agents, employees or contractors causes
extra costs to Landlord or requires the use of
elevators during hours other than 7:00 a.m. to 3:00
p.m. on Monday through Friday (except holidays), Tenant
shall reimburse Landlord for the entire extra cost and
the cost incurred by Landlord for the engineers or
operators under applicable union regulations or
contracts.
Entire Agreement: 8. The terms and provisions of the Lease, insofar as
they are applicable to this Work Letter Agreement, are
hereby incorporated herein by reference.
Landlord's Remedies: 9. All amounts payable by Tenant to Landlord hereunder
shall be deemed to be Rent under the Lease and upon any
default in the payment of same, Landlord shall have all
of the rights and remedies provided for in the Lease.
TENANT: LANDLORD:
LODESTAR FINANCIAL SERVICES, INC. 208 SOUTH LASALLE ASSOCIATES, L.P.,
an Illinois limited partnership
By: /s/ William A. Goldstein By: /s/ George R. Cornwell
----------------------------- --------------------------
Title: President Title: Managing Member
-------------------------- -----------------------
28
EXHIBIT "E"
LODESTAR FINANCIAL SERVICES, INC.
BUILDING STANDARDS
BUILDING COMPONENTS
1. WALLS:
a. Public corridor and demising partitions shall be one-hour fire rated,
consisting of 2-1/2" steel stud 24" OC, with one (1) layer of 5/8"
gypsum board, type "x", each side from floor to underside of slab.
b. Interior office partitions shall be 2-1/2" steel stud 24" OC, with one
(1) layer of 5/8" gypsum board each side from floor to underside of
suspended ceiling. Sound attenuating blankets extended 3' on either
side of partitions for offices fronting on LaSalle Street and
conference room.
c. Half height walls in lieu of full height walls shall be 2-1/2" steel
stud 16" OC with one (1) layer of 5/8" gypsum board each side. Wall
must be properly configured for stability.
2. DOORS AND FRAMES:
a. Corridor entrance door shall be single swing, 3'0" x 7'0" x 1-3/4"
thick, solid core oak doors with hardwood frames. One (1) glass panel
door inset is included.
b. Secondary exit door shall be single swing oak solid core doors, 3'0" x
7'0" x 1-3/4" thick, with hardwood frames.
c. Interior office doors shall be single swing oak solid core doors, 3'0"
x 1-3/4".
3. HARDWARE:
a. All doors shall have the following in US10 (bronze) finish: A Russwin
800 Series passage set with lever handles, hinges 4-1/2" x 4-1/2" (one
and one-half (1-1/2) pair per door), one (1) wall stop (Ives 407.5).
Door silencers shall be provided on aluminum door frames. Three (3)
coat hooks mounted on an oak board on wall behind each office door.
b. Corridors/entrance door and secondary exit door (in addition to the
above provisions) shall include: locksets keyed to the building master
and LCN overhead type surface mounted automatic door closer (to match
US10 finish).
29
4. WINDOWS:
a. Exterior wood double hung windows shall remain as per the Plan.
5. MILLWORK:
a. Half height walls (if and where substituted for full height
partitions) shall have a 3-3/4"w x 3/4"h oak cap.
b. Break Room Unit: One pre-manufactured sink with base and upper cabinet
(Omni style) by Merillat as per the Plan.
c. Coat Rod and Shelf: Oak coat rod with plastic laminate shelf on metal
brackets at 2'-0" OC as per the Plan.
FINISHES
1. CEILINGS:
a. Suspended ceiling system shall be provided consisting of one (1)
continuous 2' x 2' standard 1/2" flat grid. Main hangers shall occur
every four (4) feet, with direction to be determined base upon optimum
light fixture placement. Acoustical ceiling tile to be 2' x 2'
Travertone with revealed edge by Armstrong.
2. FLOORS:
a. Carpet shall be installed by tackless method. One (1) color (tenant's
choice) shall be selected from the Building Color Palette. Carpet to
be LEES Best Regards III.
b. Vinyl floor covering shall be 12 x 12 tile (VCT) installed over
properly prepared subfloor. One (1) color shall be selected from the
Building Color Palette. VCT to be Standard Exelon by Armstrong.
3. WINDOWS:
a. Finishes: Exterior wood double hung windows shall be painted with
enamel semi-gloss to match wall color selection. All windows to be
checked/repaired for leakage and rattles.
b. Treatment: Windows shall be provided with 1" metal mini-blinds. Color
shall be building standard almond.
4. BASE:
a. Vinyl Base: Wall base shall be 4" high (straight at carpet, covered at
VCT) with color to be selected from Building Standard Palette. Base
shall be VPI Series 300.
30
5. WALLS:
a. Painting of partitions, columns and walls. Painting shall be with two
(2) coats of flat latex finish paint as selected from the Building
Color Palette color chart. Up to two (2) colors may be used provided
transitions occur at natural areas such as door openings, column
breaks, etc. Vinyl wall covering in the two (2) LaSalle Street
offices, conference room, reception rooms, and hallway.
6. MILLWORK, DOORS, and FRAMES:
a. All wood shall be mahogany stain with a clear finish. Wainscotting and
chair-rail in reception room; chair-rail in the conference room.
7. ACCESSORIES:
a. Electrical, Data and Telephone: Plastic outlets, switches and cover
plates shall be off-white in color.
b. All ceiling components such as HVAC grilles, suspended ceiling grids,
etc. shall use off-white in color.
c. Light fixture diffusers shall be chrome finish.
d. Sinks, faucets, drains, etc. shall be chrome plated or stainless steel
(SS) finish.
e. Plastic laminate cabinets shall be standard almond color.
BUILDING SERVICES
1. HEATING/COOLING:
a. Building mechanical system consists of a perimeter induction system
combined with an interior dual duct forced air HVAC system. The
Development Package includes painted metal induction covers as
standard. 2' x 2' perforated metal ceiling grilles will be supplied
for both supply and returns, with quantities supplied for stand office
configurations.
2. PLUMBING:
a. Sink shall be single compartment SS by Kohler.
b. Faucets shall be American Standard Gooseneck.
c. Five gallon electrical hot water heater shall be supplied and
installed in sink cabinet.
d. Grease trap shall be provided as required by Code.
31
3. ELECTRICAL:
a. Electrical Outlets: Electrical outlet needs shall be based upon
typical office requirements estimated at two (2) watts/USF and the
Plan.
b. Light Fixtures: Lighting needs shall be based upon typical office
requirements estimated at three (3) watts/USF. 24" X 48" three (3)
lamp fixtures (with 18 cell parabolic) shall be provided based upon
the Plan. Spacing shall not interrupt main tees. Initial lamping shall
be cool white. One (1) switch shall be provided in each fixed office
with additional switches as required for enclosed and general work
areas.
4. DATA:
a. Telephone/data outlets shall consist of a receptacle and cover plate
with conduit and pull string to the ceiling, for use by the tenant's
telephone and/or computer networking installers. Outlets shall be
provided as per the Plan.
32