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Exhibit
10.13
INDUSTRIAL SPACE
LEASE
THIS LEASE, made and entered
into in Chicago, Illinois as of this 29 day of July, 2005 by and
between Rubicon Technology, Inc. (“Tenant”), and Radion
Mogilevsky and Nanette Mogilevsky
(“Landlord”);
W I T N E S S E T H
:
1. Basic Terms . This
Section 1 contains the basic terms of the Lease between
Landlord and Tenant. All other provisions of this Lease are to be
read in accordance with the provisions herein contained.
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| A. |
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Commencement
Date: |
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August 1, 2005 |
| B. |
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Termination
Date: |
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July 31, 2010 |
| C. |
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Monthly
Rent: |
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$10,000.00
(with annual increases of 6%) |
| D. |
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Use: |
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Office and
manufacturing of crystals |
| E. |
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Tenant’s Mailing Address: |
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9931
Franklin Avenue |
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Franklin
Park, Illinois |
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| F. |
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Landlord’s Mailing Address: |
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1491 Littlefield Court Lake Forest Illinois, 60045 |
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Attention:
Radion Mogilevsky |
2. Lease of Premises and
Term . Landlord hereby leases to Tenant, and Tenant hereby
accepts the premises, consisting of the land and improvements
commonly known as 9931 Franklin Avenue, Franklin Park, Illinois
(“Premises”), commencing on the Commencement Date set
forth in Section 1 hereof and continuing for a period of five
(5) years thereafter and terminating on the Termination Date
(“Term”).
3. Rent . Tenant shall
pay the Monthly Rent set forth in Section 1 to Landlord at the
address set forth in Section 1 hereof or to such other person
or at such other place as Landlord may direct in writing, in
advance on or before the first day of each month of the term.
Monthly Rent, together with all other amounts due hereunder, are
sometimes referred to as “Rent.” In the event the
Commencement Date or the Termination Date is a day other than the
first day of a month, Rent shall be prorated based on the number of
days remaining in such month. Except with respect to those
obligations for which Landlord is specifically made responsible
hereunder, this Lease is intended to be a “net lease”
with Tenant responsible for all costs relating to the Premises,
including but not limited to repair and maintenance costs and
insurance premiums.
4. Utilities/Taxes
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A. Tenant shall pay, directly
to the appropriate supplier, all costs of all natural gas,
electricity, heat, light, power, sewer service, telephone, water,
refuse disposal and other utilities and services supplied to the
Premises. Landlord shall not in any way be liable or responsible to
Tenant for any loss or damage or expense which Tenant may sustain
or incur if either the quantity or character of such service is
changed or is no longer available or suitable for Tenant’s
requirements. Within one (1) week after Landlord’s
request therefor, but in any event on a monthly basis not more
often than once in any calendar quarter, Tenant shall deliver
copies of the utility bills together with evidence of the full and
timely payment of such utility bills.
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B. Tenant shall pay all real
estate taxes (the “Taxes”) levied or assessed against
the Premises that are due and payable during the Term. Landlord
shall deliver copies of all bills for the Taxes and Tenant shall
pay the Taxes prior to the due date therefore. Promptly after
payment Tenant shall provide Landlord with receipts for or other
satisfactory evidence of payment of the Taxes. Tenant may pay such
taxes “under protest” or otherwise contest the amount
of such bills so long as Tenant complies with the statutory
provisions for doing so and the taxes are not considered delinquent
and so long as Tenant provides Landlord with security, reasonably
satisfactory to Landlord, that the unpaid taxes will be paid at the
conclusion of the protest or other contest.
5. Condition of
Premises . Tenant is currently in possession of the Premises
and is deemed to have accepted possession of the Premises in the
order and condition as now exists. No promise of Landlord to alter,
remodel, decorate, clean or improve the Premises has been made by
Landlord to Tenant nor has Landlord made any representation
respecting the condition of the Premises.
6. Care and
Maintenance . Tenant shall, at Tenant’s own expense, keep
and maintain the roof and structural members of the building in
which the Premises are in good order and repair and in full
compliance with all laws and ordinances applicable to the Premises,
ordinary wear and tear and loss by fire or other casualty excepted;
provided, however, except to the extent caused by the negligence or
intentional misconduct of Tenant, Tenant shall not be required to
replace the roof or make structural repairs the cost of which is
reasonably estimated to exceed $100,000. In addition, Tenant shall,
at Tenant’s own expense, keep the Premises, parking areas,
sidewalk, landscaping and all other areas associated with the
Premises in good order, condition and repair. Tenant shall promptly
arrange with Landlord, at Tenant’s sole expense, for the
repair of all damage to the Premises and for the maintenance,
replacement or repair of the Premises, with materials equal in
quality and class to the materials in place as of the Commencement
Date. If Tenant does not promptly make such arrangements, after
fifteen (15) days of notice to Tenant specifying the work
Landlord believes is required and Tenant’s continued failure
to make such repairs or replacements (except in the case of an
emergency when no notice shall be required), Landlord may, but need
not, make such repairs and replacements and one hundred twenty-five
percent (125%) of Landlord’s cost for such repairs and
replacements shall be deemed Additional Rent reserved under this
Lease due and payable forthwith.
7. Alterations .
Tenant shall not make any structural alterations (not including
ordinary repairs or replacements) to the Premises or to any of the
major building systems serving the Premises without
Landlord’s prior written consent in each and every instance,
which will not be unreasonably withheld or delayed. When
considering a request by Tenant for approval of an alteration,
Landlord shall grant its approval if the alteration is necessary,
in Tenant’s reasonable opinion, for the operation of
Tenant’s business, will not adversely affect the structural
elements or the major building systems serving the Premises, and
will be removable upon a termination of the Lease, it being
understood and agreed by Tenant that it must, at the termination of
the Lease, remove such alterations and repair any damage caused by
such alteration or the removal of the alteration. Landlord
acknowledges that Tenant made alterations to the Premises during
the term of the prior lease of the Premises between Landlord and
Tenant and Landlord hereby accepts such alterations and waives any
claim that it may have or may have had with respect to such
alterations.
8. Access to Premises
. Tenant shall permit Landlord, its agents and designees, to have
free access to the Premises and any part thereof upon 24
hours’ notice to Tenant, except in the event of an
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emergency when no advance notice shall
be necessary but Landlord shall use its reasonable efforts to
notify (which may be verbally) Tenant of the need for such access.
Landlord or Landlord’s agents shall have the right to enter
upon the Premises to inspect the same and to make such repairs to
the Premises that Tenant is required to make hereunder, but has
not, as provided in Section 6 above, and Landlord shall be
allowed to take all material into and upon said Premises as may be
required therefor without the same constituting an eviction of
Tenant. Rent shall not abate while said repairs are being made.
Nothing herein contained, however, shall be deemed or construed to
impose upon Landlord any obligations, responsibilities or
liabilities whatsoever for the care, supervision or repair of the
Premises or any part thereof in the exercise of any rights herein
provided.
9. Insurance . During
the entire Term hereof Tenant shall carry commercial general
liability insurance and casualty insurance (on a full replacement
cost basis) and otherwise in such amounts and with such companies
as may be reasonably acceptable to Landlord and, absent a material
change in Tenant’s operations, in line with the coverages
maintained by Tenant with Landlord’s approval under the
previous lease of the Premises between Tenant and Landlord. All
such policies shall insure Tenant, and insure Landlord as an
additional named insured as its interests may appear.
10. Subrogation .
Tenant agrees to have all fire and extended coverage and material
damage insurance which may be carried by it endorsed with a clause
providing that any release from liability of or waiver of claim for
recovery from Landlord entered into in writing by the insured
thereunder prior to any loss or damage shall not affect the
validity of said policy or the right of the insured to recover
thereunder, and providing further that the insurer waives all
rights of subrogation which such insurer might have against
Landlord. Without limiting any release or waiver of liability or
recovery contained in any other Section of this Lease, Tenant
waives all claims for recovery from Landlord, any beneficiaries of
Landlord and the managing agent for the Premises and their
respective agents, partners and employees, for any loss or damage
to any of its property insured under valid and collectible
insurance policies to the extent of any recovery collectible under
such insurance policies. Notwithstanding the foregoing or anything
contained in this Lease to the contrary, any release or any waiver
of claims shall not be operative, nor shall the foregoing
endorsements be required, in any case where the effect of such
release or waiver is to invalidate insurance coverage or invalidate
the right of the insured to recover thereunder or increase the cost
thereof (provided that in the case of increased cost the other
party shall have the right, within ten (10) days following
written notice, to pay such increased cost, thereby keeping such
release or waiver in full force and effect).
11. Casualty . If the
Premises or the Building are damaged by fire or other casualty,
Tenant shall repair, restore or rehabilitate the Building or the
Premises at Tenant’s expense, using, to the extent available,
any insurance proceeds payable as a result of the fire or other
casualty; provided, however, that if more than 25% of the Premises
are rendered untenantable as a result of such fire or other
casualty, then Landlord may elect to terminate this Lease by
delivering written notice to Tenant within sixty (60) days of
such damage. If such fire or other casualty shall render more than
25% of the Premises untenantable during the last year of the term
of this Lease or if all the proceeds from insurance are not made
available to Tenant by Landlord or Landlord’s mortgagee,
Tenant may elect to terminate this Lease by delivering notice to
Landlord within sixty (60) days of the date of such fire or
casualty. If this Lease is terminated pursuant to these provisions,
Rent shall be apportioned on a per diem basis and paid to the date
of the fire or other casualty.
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12. Eminent
Domain
A. If a portion of the
Building or the Premises shall be lawfully taken or condemned for
any public or quasi-public use or purpose, or conveyed under threat
of such condemnation and as a result thereof the Premises cannot be
used for the same purpose and with the same utility as before such
taking or conveyance, the terms of this Lease shall end upon, and
not before, the date of the taking of possession by the condemning
authority, and without apportionment of the award. Tenant hereby
assigns to the Landlord, Tenant’s interest in such award, if
any. Current rent shall be apportioned as of the date of such
termination. If any part of the Building shall be so taken or
condemned, or if the grade of any street or alley adjacent to the
Building is changed by any competent authority and such taking or
change of grade makes it necessary or desirable to demolish,
substantially remodel, or restore the Building, the Landlord shall
have the right to cancel this Lease upon not less than ninety
(90) days’ prior notice to the date of cancellation
designed in the notice.
B. If a portion of the
Premises shall be lawfully taken or condemned or conveyed under
threat of condemnation but thereafter the Premises can be used by
Tenant for the same purpose and with substantially the same
utility, this Lease shall not be terminated and Landlord shall
repair the Premises (but Landlord shall not be required to expend
more on such repair than the amount of the condemnation award), and
the Lease shall be amended to equitably reduce the Base Rent. No
money or other consideration shall be payable by the Landlord to
the Tenant for any right of cancellation or temporary taking, and
the Tenant shall have no right to share in any condemnation award
or to share in any judgment for damages caused by a change of
grade.
13. Tenant’s
Indemnity and Waiver . Tenant will protect, indemnify and save
Landlord, its partners, shareholders, employees, officers,
directors, agents, and their respective successors and assigns
harmless from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including
without limitation, reasonable attorney’s fees and expenses)
imposed upon, incurred by or asserted against Landlord by reason
of: (a) any accident, injury to or death of persons or loss of
or damage to property occurring on or about the Premises or any
part thereof or the adjoining properties, sidewalks, curbs, streets
or ways, or resulting from an act or omission of Tenant or anyone
claiming by through or under Tenant; (b) any failure on the
part of Tenant to perform or comply with any of the terms of this
Lease or any other agreements affecting the Premises; (c) the
use, occupation, condition or operation of the Premises or any part
thereof; or (d) performance of any labor or services or the
furnishing of any materials or other property in respect of the
Premises or any part thereof. In case any action, suit or
proceeding is brought against Landlord by reason of any such
occurrence, Tenant will, at Tenant’s sole expense, resist and
defend such action, suit or proceeding, or cause the same to be
resisted and defended.
Tenant waives all claims it
may have against Landlord and Landlord’s agents for damage or
injury to person or property sustained by Tenant or any persons
claiming through Tenant or by any occupant of the Premises, or by
any other person, resulting from any part of the Premises becoming
out of repair, or resulting from any accident on or about the
Premises or resulting directly or indirectly from any act or
neglect of any person, including Landlord to the extent permitted
by law.
This Section 13 shall
include, but not by way of limitation, damage caused by water,
snow, frost, steam, excessive heat or cold, sewage, gas, odors or
noise, or caused by bursting or leaking pipes or plumbing fixtures,
and shall apply equally whether any such damage results from the
act or neglect of Tenant or of any other person, including Landlord
to the extent permitted by law, and whether such damage be caused
or result from anything or circumstance above mentioned or referred
to, or to any other thing or circumstance whether
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of a like nature or of a wholly
different nature. All personal property belonging to Tenant or any
occupant of the Premises shall be there at the risk of Tenant or of
such other person only, and Landlord shall not be liable for any
damage thereto or for the theft or misappropriation
thereof.
14.
Assignment/Subletting . Tenant shall not, without
Landlord’s prior written consent, which in each instance, may
be withheld at the sole discretion of Landlord: (i) assign,
transfer or convey this Lease or any interest under it;
(ii) allow any transfer of, or any lien upon, Tenant’s
interest in this Lease by operation of law; (iii) sublet the
Premises in whole or in part; or (iv) allow the use or
occupancy of any portion of the Premises by anyone other than
Tenant or Tenant’s employees; provided that, i
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