Exhibit 10.32
LEASE
WILLIAMSBURG VILLAGE
Inverness, Illinois 60067
THIS
INDENTURE OF LEASE (the “Lease”) made the 1st day of
April, 1993.
W I T N
E S S E
T H
LaSalle
National Trust, N.A., as Trustee under a Trust Agreement dated
January 15, 1993 and known as Trust Number 117628, owner of
the land and improvements located at 1604 Colonial Parkway,
Inverness, Illinois (“Landlord”), agrees to lease to
Royal American Bank, an Illinois banking corporation
(“Tenant”), whose address is 1604 Colonial Parkway,
Inverness, IL 60067, and Tenant agrees to lease from Landlord, that
certain office space within the “Condominium Unit” (as
hereafter defined) shown and designated on the plan attached hereto
as Exhibit A, commonly known as Suite 100 (the
“Premises”) in the building whose address is 1604
Colonial Parkway (the “Building”). The Building is
constructed on the property in the Village of Inverness, Cook
County, Illinois, which is legally described in Exhibit B,
attached hereto, for a term commencing on the 1st day of April,
1993, and ending on the 31st day of March, 1997, (the
“Term”) , unless sooner terminated as provided herein,
subject to the agreements herein contained.
In
consideration thereof, Landlord and Tenant covenant and agree as
follows:
1.
CONDOMINIUM
(a) A
Declaration of Condominium Ownership (the
“Declaration”) of Williamsburg Village was recorded in
the Office of the Recorder of Deeds of Cook County, Illinois, on
January 4, 1983, and thereupon the property within which the
Premises are located became subject to (i) the terms and
provisions of the Declaration, (ii) the Condominium Property
Act of the State of Illinois (the “Act”),
(iii) the By-Laws (the “By-Laws”) of the
Williamsburg Village Owners Association (the
“Association”) and (iv) the rules and regulations
of the Association (the “Rules”). The Declaration, the
Act, the By-Laws and the Rules, as from time to time amended, are
sometimes collectively called the “Condominium
Documents”. Tenant acknowledges receipt of a copy of the
Declaration, the By-Laws and the Rules. Landlord’s space
within the Building is sometimes called the “Condominium
Unit”. All the condominium property of which the Condominium
Unit is a part, as from time to time amended to annex additional
property, is
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sometimes called “Williamsburg Village” and all
portions of Williamsburg Village, except the individual condominium
units, are sometimes called the “Common Elements”. To
the extent that any of the definitions in this Lease conflict with
those in the Condominium Documents, the definitions in the
Condominium Documents shall control.
(b)
Tenant accepts this Lease subject to all of the terms and
restrictions of the Condominium Documents and agrees to comply with
and perform each of the terms, covenants and conditions of the
Condominium Documents relating to the use or occupancy of the
Premises. If pursuant to the Condominium Documents, the Condominium
Unit is withdrawn from the provisions of the Declaration, Landlord,
at its option, may terminate this Lease effective upon the date of
such withdrawal. Landlord shall not be obligated for the
performance by the Board of Managers of the Association (the
“Board”) or of any of the obligations assumed or
undertaken by the Board pursuant to the Condominium Documents and
Tenant shall have no claim against Landlord by reason of any
default under the Condominium Documents by the Board or the
Association. By the execution of this Lease, Tenant agrees that the
Association and Board are and shall be third party beneficiaries of
the provisions of this Lease.
(c) The
Declaration requires the approval of all leases by the Board.
Landlord agrees to attempt to procure such approval from the Board
within the time established for such approval by the Declaration.
If, after making reasonable effort, Landlord cannot procure such
approval within the time provided, this Lease shall become null and
void. Tenant agrees to cooperate with Landlord in attempting to
procure such approval and shall provide such information as is
requested by the Board.
(d)
This Lease does not grant any rights to Tenant to participate in
the management or affairs of the Association, including, but not
limited to any voting rights enjoyed by the Landlord.
2.
POSSESSION . If this Lease is executed before the Premises
become vacant or otherwise available and ready for occupancy, or if
any present tenant or occupant of the Premises holds over, and
Landlord cannot, using good faith efforts, acquire possession of
the Premises prior to the specified commencement date of this
Lease, Landlord shall not be deemed to be in default, nor in any
way liable to Tenant because of such failure and Tenant agrees to
accept possession of the Premises at such time as Landlord is able
to tender possession, which date shall thereafter be deemed the
“commencement date”; and the Term shall automatically
be extended so as to include the full number of months originally
provided, except that if the commencement date is other than the
first day of a calendar month, the Term shall also be extended
for
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the
remainder of the calendar month in which possession is tendered.
Landlord hereby waives payment of any rent covering any period
prior to such tendering of possession.
The
taking of possession by Tenant shall be deemed conclusively to
establish that the Building and the Premises are in good and
satisfactory condition as of when possession was so taken.
3.
BASE RENT AND SECURITY DEPOSIT
(a)
Tenant agrees to pay to Landlord as monthly rental (the “Base
Rent”) for the Premises during the full term aforesaid the
sum of $4,000.00 in advance on the first day of the first full
calendar month of the term hereof and a like sum on or before the
first day of each and every successive calendar month thereafter
during the term hereof. In the event the term of this Lease
commences on other than the first day of the month, there shall be
paid on the commencement date, a pro rata portion of the Base Rent
based on the number of days remaining in such month, and subsequent
monthly payments shall be paid as directed in this
Paragraph 3(a).
The
Base Rent and all other rent provided herein shall be paid to
Landlord without deduction or offset in lawful money of the United
States of American at:
Otto J.
Semrow
Semrow Perforated and Expanded Metals Corp.
755 Seegers Road
Des Plaines, Illinois 60016
or to
such other person or at such other place as Landlord may from time
to time designate in writing.
Any
rent (whether Base Rent or additional rent) or other amount due
from Tenant to Landlord under this Lease not paid when due shall
bear interest from the date due until the date paid at the annual
rate (the “Agreed Interest Rate”) of two per cent (2%)
above the rate designated from time to time by LaSalle National
Bank of Chicago as its “Prime Rate”, but the payment of
such interest shall not excuse or cure any default by Tenant under
this Lease. The covenants herein to pay rent (both Base Rent and
additional rent) shall be independent of any other covenant set
forth in this Lease.
(b)
Tenant has deposited with Landlord the sum equal to Four Thousand
and 00/100 Dollars ($4000.00) as security for the full and faithful
performance of every provision of this Lease to be performed by
Tenant. If Tenant defaults with respect to any provision of this
Lease, including but not limited to the provisions relating to the
payment of rent, Landlord may use, apply or retain all or any part
of this security deposit for the payment
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of any
rent and any other sum in default, or for the payment of any other
amount which Landlord may spend or become obligated to spend by
reason of Tenant’s default. If any portion of said deposit is
to be used or applied, Tenant shall within five (5) days after
written demand therefor deposit cash with Landlord in an amount
sufficient to restore the security deposit to its original amount
and Tenant’s failure to do so shall be a material breach of
this Lease. Landlord shall not be required to keep this security
deposit separate from its general funds and Tenant shall not be
entitled to interest on such deposit. If Tenant shall fully and
faithfully perform every provision of this Lease to be performed by
it, the security deposit or any balance thereof shall be returned
to Tenant (or at Landlord’s option to the last assignee of
Tenant’s interest hereunder) at the expiration of the lease
term and upon Tenant’s vacation of the Premises.
4.
ADDITIONAL RENT.
(a)
Tenant shall pay to Landlord as additional rent an amount equal to
Tenant’s Proportionate Share (hereinafter defined) of the
Real Estate Taxes (hereinafter defined) for each calendar year in
which this Lease is operative.
“Tenant’s
Proportionate Share” for any calendar year shall be the
percentage resulting from dividing the number of square feet of
rentable area included in the Premises (which is 5,125 square feet)
by the number of square feet of rentable area included in the
Building (which is 7,750 square feet).
(b)
The term “Real Estate Taxes” shall mean and include all
taxes, general and special, levied against the Condominium Unit and
Landlord’s percentage interest in the Common Elements imposed
by Federal, state or local governments, which shall become a lien
during each calendar year in which Tenant occupies the Premises
subject to this Lease, and shall also include all taxes equitably
determined by Landlord to be levied in lieu of or in substitution
therefor. Real Estate Taxes shall not include taxes based on
receipt of rentals unless such taxes are in lieu of Real Estate
Taxes nor shall Real Estate Taxes include income, franchise,
capital stock, estate or inheritance taxes. Real Estate Taxes shall
also include any personal property taxes imposed upon the fixtures,
machinery, equipment, apparatus, systems and appurtenances in, upon
or used in connection with the Unit for the operation thereof. In
the case of special taxes which may be payable in installments only
the amount of each installment payable during a calendar year shall
be included in Real Estate Taxes for that year. Net recoveries
through protest, appeals or other actions taken by Landlord, in its
discretion, after deduction of all costs and expenses, including
attorneys’ and other fees, shall be deducted by Landlord from
Real Estate Taxes for the year of receipt. Tenant’s
Proportionate Share of Real Estate Taxes shall
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be
computed and derived from the Building’s assessed valuation
for each relevant year, and such assessed valuation will not
include any reductions granted to Landlord for partial vacancy
allowances.
(c)
Tenant shall also pay to Landlord as additional rent an amount
equal to Tenant’s Proportionate Share (as defined in
Paragraph 4 (a)) of the amount of the Direct Expenses
(hereinafter defined) for each calendar year in which this Lease is
operative.
The
annual determination of Direct Expenses shall be made or verified
by an accountant designated by Landlord and shall be binding upon
Landlord and Tenant.
In
the event that during all or any portion of any calendar year the
Unit is not fully rented and occupied, Landlord may elect to make
an appropriate adjustment in Direct Expenses for such year,
employing sound accounting and management principles, to determine
Direct Expenses that would have been paid or incurred by Landlord
had the Unit been fully rented and occupied and the amount so
determined shall be deemed to have been Direct Expenses for such
year.
(d)
The term “Direct Expenses” shall mean all direct costs
of operation, maintenance, and management of the Unit, as
determined in accordance with generally accepted accounting
principles, including the following costs by way of illustration,
but not limitation: Association charges or assessments; sewer
charges; insurance premiums of or relating to all insurance
policies and endorsements deemed by Landlord to be reasonably
necessary or desirable and relating in any manner to the
protection, preservation, or operation of the Building or any part
thereof; the cost of waste disposal; the cost of janitorial
services; window cleaning costs; labor costs; costs incurred in the
management of the Building; material costs; equipment costs and the
cost of service agreements; licenses, permits, and inspection fees;
wages and salaries; employee benefits and payroll taxes; accounting
and legal fees; and management expenses. (Direct Expenses shall not
include: depreciation on the Building or equipment therein; loan
principal payments; the costs of alterations of Tenant’s
premises; real estate brokers’ commission; leasing
commissions; interest expenses on long-term borrowings; or
advertising costs.)
(e) In
the event that the Consumer Price Index for 1993 (the “Base
Year”) shall be less than the Consumer Price Index for any
Comparison Year (the term “Comparison Year” shall mean
each calendar year after the Base Year through and including the
calendar year in which the term expires), Tenant shall pay Landlord
upon demand, as additional rent for each such Comparison Year,
$48,000.00 multiplied by the percentage increase by which the
Consumer Price Index in such Comparison Year exceeds the Consumer
Price Index in the Base Year. For the purposes of this lease, the
term “Consumer Price Index” shall mean the Consumer
Price Index
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United
States All Items for All Urban Consumers published by the Bureau of
Labor Statistics of the Department of Labor (Base Year—1967)
. The Consumer Price Index for the Base Year or any Comparison Year
shall be determined by averaging the monthly indexes for that
year.
If
the manner in which such Consumer Price Index as determined by the
Bureau of Labor Statistics shall be substantially revised, an
adjustment shall be made in such revised index, which would produce
results equivalent, as nearly as possible, to those which would
have been obtained if the Consumer Price Index had not been so
revised.
If
the Consumer Price Index shall become unavailable to the public
because publication is discontinued, or otherwise, Landlord will
substitute therefor a comparable index that is based upon changes
in the cost of living or purchasing power of the consumer dollar
and that is published by any other governmental agency, or, if no
such index shall be available, then a comparable index that is
published by a major bank or other financial institution or by a
university or a recognized financial publication.
(f) Landlord
may, at any time, deliver to Tenant Landlord’s estimate (or
revised estimate) of such additional amounts payable under
Paragraph 4(a), Paragraph 4(c) or Paragraph 4(e) for the then
current or ensuing calendar year. On or before the first day of the
next month and on or before the first day of each month thereafter,
Tenant shall pay to Landlord as additional rent such amount, as
Landlord shall reasonably determine, as is necessary to bring and
keep Tenant current.
As
soon as practicable after the close of each calendar year, Landlord
shall deliver to Tenant a statement showing the total amount
payable by Tenant under Paragraph 4(a), Paragraph 4(c) or
Paragraph 4(e). If the statement shows an amount due from
Tenant that is less than the estimated payments previously paid by
Tenant to cover the total amount due, the amount that Tenant has
overpaid shall be credited to Tenant’s following
month’s payment of Base Rent. If the statement shows an
amount due from Tenant that is greater than the estimated payments
previously paid by the Tenant, Tenant shall pay the deficiency to
Landlord, as additional rent, within thirty (30) days after
delivery of the statement.
5.
BUILDING SERVICE AND PUBLIC UTILITY CHARGES . Landlord
agrees to use reasonable efforts to furnish to the Premises during
reasonable hours of generally recognized business days, as
reasonably determined by Landlord, and subject to the rules and
regulations of the Building and Board, heat and air conditioning
required in Landlord’s reasonable judgment for the
comfortable use and occupancy of the Premises. Landlord shall not
be liable for,
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and
Tenant shall not be entitled to, any abatement or reduction of
rental by reason of Landlord’s failure to furnish any of the
foregoing, nor shall such failure constitute an eviction, whether
such failure is caused by accident, breakage, repairs, energy
shortages or restriction, strikes, lockouts or other labor
disturbances or labor disputes of any character, riots, civil
disturbance or by any other cause, similar or dissimilar, beyond
the reasonable control of Landlord. Landlord shall not be liable
under any circumstances for loss of or injury to property, however
occurring, through or in connection with or incidental to failure
to furnish any of the foregoing.
Tenant
and its employees and visitors have the exclusive use of four
parking spaces as reflected in Exhibit E and may use that
outdoor parking area adjacent to the Building in common on a
“first come first serve” basis with other tenants of
space in the Building, their employees and visitors, all subject to
such reasonable rules and regulations as from time to time may be
imposed by Landlord and the Board.
Landlord
agrees to furnish water for lavatories and drinking, electricity
for equipment, and accessories for general office use and gas for
heating or other uses, all as deemed necessary in the reasonable
judgment of Landlord.
Unless
the Premises shall be separately metered, Tenant shall pay for
electricity, water, and gas used in the Premises as reasonably
billed by Landlord. Tenant shall furnish, at its own expense, all
electric light bulbs, tubes and ballasts.
Throughout
the term of this Lease, Tenant agrees to pay all charges for gas,
water, electricity, light, heat, power and telephone or other
communication service separately metered to or separately billed to
the Premises. Landlord shall not be liable for any failure for any
of the public utilities to furnish any such service, nor shall any
failure for any length of time of any one or more of said utility
companies to furnish any such service make this Lease voidable or
constitute a ground upon which Tenant may terminate or otherwise
abrogate this Lease or any of Tenant’s obligations
hereunder.
6.
CONDITION OF PREMISES . By taking possession of the
Premises, Tenant shall be deemed to have agreed that the Premises
were as of the date of taking possession in good order, repair and
condition. No promise of the Landlord to alter, remodel, decorate,
clean or improve the Premises, the Building or the Common Elements
and no representation or warranty, express or implied, respecting
the condition of the Premises, the Building or the Common Elements
has been made by the Landlord to Tenant, unless the same is
contained herein, or made a part hereof. This Lease does not grant
any rights to light or air over property.
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7.
USES PROHIBITED . Tenant shall not use, or permit the
Premises or any part thereof to be used, for any purpose or
purposes other than general office purposes. No use shall be made
or permitted to be made of the Premises, nor acts done, which will
increase the existing rate of insurance upon the Condominium Unit
or Williamsburg Village, or cause a cancellation of any insurance
policy covering the Condominium Unit or Williamsburg Village, or
any part thereof, nor shall Tenant sell, or permit to be kept, used
or sold, in or about the Premises, any article which may be
prohibited by Landlord’s or the Board’s insurance
policies. Tenant shall not commit, or suffer to be committed, any
waste upon the Premises, or any public or private nuisance, or any
other act or thing which may disturb the quiet enjoyment of any
other tenants in the Building or other occupants of Williamsburg
Village, and Tenant shall not, without limiting the generality of
the foregoing, allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose.
8.
COMPLIANCE WITH LAW . Tenant shall not use the Premises or
permit anything to be done in or about the Premises which will in
any way conflict with any law, statute, ordinance or governmental
rule or regulation now in force or which may hereafter be enacted
or promulgated, including, but not limited to the Planned Unit
Development Ordinance of the Village of Inverness pertaining to
Williamsburg Village. Tenant shall, at its sole cost and expense,
promptly comply with all laws, statutes, ordinances and
governmental rules, regulations and requirements now in force or
which may hereafter be in force, including but not limited to the
Americans with Disabilities Act, and Tenant shall comply with the
requirements of any board of fire underwriters or other similar
body now or hereafter constituted relating to or affecting the
condition, use or occupancy of the Premises. The judgment of any
court of competent jurisdiction or the admission of Tenant in any
action against Tenant, whether Landlord be a party thereto or not,
that Tenant has violated any law, statute, ordinance, governmental
rule, regulation or requirement shall be conclusive of that fact as
between Landlord and Tenant.
9.
HOLDING OVER . Should Tenant hold over after the termination
of this Lease, by lapse of time or otherwise, Tenant shall become a
tenant from month to month only upon each and all of the terms
herein provided as may be applicable to such month to month tenancy
and any such holding over shall not constitute an extension of this
Lease; provided, however, during such holding over, Tenant shall
pay base rent (as adjusted pursuant to Paragraph 4, all as
estimated by Landlord) at double the rate payable for the month
immediately preceding said holding over and in addition, Tenant
shall pay Landlord all damages, consequential as well as direct,
sustained by reason of Tenant’s holding over. Alternatively,
at the election of Landlord expressed in a written
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notice
to the Tenant and not otherwise, such retention of possession shall
constitute a renewal of this Lease for one year. The provisions of
this paragraph do not exclude the Landlord’s rights of
re-entry or any other right hereunder.
10.
MAINTENANCE, REPAIRS AND ALTERATIONS.
(a)
Subject to the provisions of Paragraph 15, and
Paragraph 4(c), and except for damage caused by any negligent
or intentional act or omission of Tenant, Tenant’s agents,
employees or invitees, Landlord, as a “Direct Expense”,
shall keep or cause the Board to keep in good order, condition and
repair the foundation, exterior and interior walls, interior
supporting columns and the exterior roof of the Premises. Tenant,
at Tenant’s expense shall also keep and maintain the Building
and the Premises and every part thereof and any fixtures,
facilities or equipment contained therein in good order, condition
and repair, including, but not limited to, the heating and air
conditioning, electrical, plumbing and sewer systems. Neither the
Board nor Landlord shall be obligated to paint the interior of the
Premises. Neither the Board nor Landlord shall be obligated to make
repairs under this Paragraph 10(a) until a reasonable time after
receipt of written notice of the need for such repairs.
(b) Tenant
shall not do any painting or decorating, or erect any partitions or
make any alterations in or any additions or changes to the Premises
without Landlord’s prior written consent in each and every
instance. Unless otherwise agreed by Landlord and Tenant in
writing, all such replacements, and alterations shall be performed
either by or under the direction of Landlord, but at the cost of
Tenant. Unless otherwise provided by written agreement, all
alterations, improvements and changes shall remain upon and be
surrendered with the Premises, excepting however, that at
Landlord’s option, Tenant shall, at its expense, when
surrendering the Premises, remove from the Premises and the
Building all such alterations, improvements and changes installed
in the Premises by Tenant and restore the Premises to the condition
existing prior to such alterations, improvements or changes. If
Tenant does not remove said additions, decorations, fixtures,
hardware, non-trade fixtures and improvements after request to do
so by Landlord, Landlord may remove the same and restore the
Premises and Tenant shall pay the cost of such removal and
restoration to Landlord upon demand. Tenant hereby agrees to
protect, defend, indemnify and hold harmless Landlord, its agents
and employees, the Association, the Board, the Premises, the
Condominium Unit and Williamsburg Village from any and all
liabilities of every kind and description which may arise out of or
be connected in any way with said replacements, alterations or
additions. Any mechanic’s lien filed against the Premises or
the Condominium Unit or for which notice is received by either
Landlord or Tenant for work claimed to have been furnished to
Tenant shall be released and discharged of record by
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Tenant
within ten (10) days after such filing or receipt, whichever
is applicable, at Tenant’s expense. Upon completing any
replacements, alterations or additions, Tenant shall furnish
Landlord with contractors’ affidavits and full and final
waivers of lien and receipted bills covering all labor and
materials expended and used. All replacements, alterations and
additions shall comply with all insurance requirements and with all
applicable laws, statutes, ordinances and regulations. All
alterations and additions shall be constructed in good and
workmanlike manner and only good grades of materials shall be
used.
(c)
Tenant shall, at the termination of this Lease, surrender the
Premises to Landlord in as good condition and repair as reasonable
and proper use thereof will permit, loss by ordinary wear and tear,
fire or other casualty excepted, and subject to the other terms and
provisions of this lease.
11.
ABANDONMENT . Tenant shall not vacate or abandon the
Premises at any time during the term, and if Tenant shall abandon,
vacate or surrender (whether at the end of the stated Term or
otherwise) the Premises, or be dispossessed by process of law or
otherwise, any personal property belonging to Tenant and left on
the Premises shall be deemed abandoned, at the option of
Landlord.
12.
ASSIGNMENT AND SUBLETTING . Tenant shall not assign this
Lease or any interest therein, and shall not sublet the Premises or
any part thereof, or any right or privilege appurtenant thereto, or
suffer any other person to occupy or use the Premises, or any
portion thereof, without the prior written consent of the Landlord
which may not be arbitrarily withheld. If Tenant shall request
Landlord’s consent to any such assignment or subletting,
Landlord, at its option, may elect to terminate this Lease
effective on the first day of the third calendar month next
succeeding receipt of Tenant’s request for such consent or
subletting, which election, if exercised by Landlord, shall be by
written notice to Tenant given within twenty (20) days after
receipt by Landlord of Tenant’s request for such consent. Any
such assignment or subletting or occupancy without Landlord’s
prior written consent shall be void and shall, at the option of
Landlord, constitute a default under this Lease. Neither this Lease
nor any interest therein shall be assignable as to the interest of
Tenant by operation of law without the written consent of Landlord,
which consent may not be arbitrarily withheld.
13.
SIGNS . Tenant shall not place or affix any interior signs
visible from the outside of the Premises or exterior signs without
the prior written consent of Landlord.
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14. DAMAGE TO PROPERTY;
INJURY TO PERSONS . Tenant, as a material part of the
consideration to be rendered to Landlord under this Lease, to the
extent permitted by law, hereby waives all claims, except claims
caused by or resulting from the sole negligence of Landlord, its
agents, servants or employees, which Tenant or Tenant’s
successor or permitted assigns may have against Landlord, its
agents, servants and employees, for loss, theft or damage to
property and for injuries to persons, including death, in, upon or
about the Premises, the Building or the Condominium Unit, from any
cause whatsoever. Tenant will protect, defend, indemnify and hold
Landlord, its agents, servants and employees exempt and harmless
from and on account of (i) any damage or injury, including
death, to any person, or (ii) any damage to the goods, wares
and merchandise of any person including the loss of the use thereof
arising from the use of the Premises, Building or Common Elements
by Tenant, or arising from the failure of Tenant to keep the
Premises in good condition as herein provided.
Neither Landlord nor its agents,
servants or employees nor the Board shall be liable to Tenant for
any damage by or from any act or negligence of any co-tenant or
other occupant of the Building, or by any owner or occupant of any
Condominium Unit at Williamsburg Village, or by any owner or
occupant of adjoining or contiguous property. Tenant agrees to pay
for all damage to the Building, the Common Elements, or the
Premises, as well as for all damage to tenants or occupants thereof
caused by Tenant’s misuse or neglect to the extent that the
other party has not recovered the amount of such loss, damage or
injury from insurance and the insurance company is bound by this
waiver of liability.
Particularly, but not in limitation
of the foregoing paragraph, all property belonging to Tenant or any
other occupant of the Premises that is located in the Building or
the Premises shall be there at the risk of Tenant or such other
person only, and Landlord or its agents or employees (except in
case of sole negligence of Landlord or its agents or employees)
shall not be liable for: damage to or theft of or misappropriation
of such property; damage to property entrusted to Landlord, its
agents or employees, if any; the loss of or damage to any property
by theft or otherwise; any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas,
electricity, snow, water or rain which may leak from any part of
the Building or from the roof, street or subsurface or from any
other place or resulting from dampness or any other cause
whatsoever; interference with the light or other incorporeal
hereditaments; or any latent defect in the Premises, the Building,
the pipes, the appliances or the plumbing works therein. Tenant
shall give prompt notice to Landlord in case of fire or accidents
in the Premises or in the Building or of defects therein or in the
fixtures or equipment.
In case any action or proceeding be
brought against Landlord by reason of any obligation on
Tenant’s part to be performed under
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the
terms of this Lease, or arising from any act or negligence of the
Tenant, or of its agents or employees, Tenant, upon notice from
Landlord, shall defend the same at Tenant’s expense by
counsel reasonably satisfactory to Landlord.
Tenant shall obtain from responsible
companies approved by Landlord, and maintain in full force and
effect during the term of this Lease, (a) public liability
insurance in a combined single limit liability in an amount of not
less than $1,000,000, insuring Tenant, Landlord and, if requested
by Landlord, any mortgagee of Landlord and/or the Board and
Association against all claims, demands or action for injury to or
death of one or more persons in any one accident and for damage to
property made by or on behalf of any person, firm or corporation,
in any way arising from, related to, or connected with the conduct
or operation of Tenant’s business in the Premises or
Tenant’s use of the Premises and, in addition, and in like
amount, obtain and maintain insurance covering Tenant’s
contractual liability under the aforesaid hold harmless clause.
Landlord may require that such public liability insurance limits be
increased from time to time to those limits which Landlord
reasonably requires and (b) such other insurance on the
Premises in such amounts as may from time to time be reasonably
required by Landlord against other insurable hazards which at the
time are commonly insured against in the case of premises similarly
situated. Certificates of such insurance shall be delivered to
Landlord. All such insurance policies shall indicate that at least
ten days prior written notice shall be delivered to Landlord by the
insurer prior to termination or cancellation of such
insurance.
15. DAMAGE OR
DESTRUCTION . In the event the Premises or the Building are
damaged by fire or other insured casualty and the insurance
proceeds have been made available therefor by the holder or holders
of any mortgages or deeds of trust covering the Building and made
available by the Board, Landlord, subject to the Condominium
Documents, shall cause the damage to be repaired by and at the
expense of Landlord to the extent of such insurance proceeds
available therefor, provided such repairs can, in Landlord’s
sole opinion, be made within one hundred twenty (120) days
after the occurrence of such damage without the payment of overtime
or other premiums. Until such repairs are completed, the rent shall
be abated in proportion to the part of the Premises which is
unusable and not used by Tenant in the conduct of its business;
provided if the damage is due to the fault or neglect of Tenant or
its employees, agents or invitees, there shall be no abatement of
rent. If repairs cannot, in Landlord’s sole opinion, be made
within one hundred twenty (120) days, Landlord shall notify
Tenant within sixty (60) days of the date of occurrence of
such damage and either Landlord or Tenant, by written notice to the
other given within twenty (20) days thereafter, may cancel
this Lease as of the date of the occurrence of such damage. Except
as provided in this paragraph, there shall be no abatement of rent
and no liability of
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Landlord
or the Board by reason of any injury to or interference with
Tenant’s business or property arising from the making of any
repairs, alterations or improvements in or to any portion of the
Building, the Premises or the Common Elements, or in or to
fixtures, appurtenances and equipment therein. Tenant understands
that Landlord will not carry insurance of any kind on
Tenant’s furniture and furnishings or on any fixtures or
equipment removable by Tenant under the provisions of this Lease or
of improvements installed in the Premises by or for Tenant, and
that Landlord shall not be required to repair any injury or damage
caused by fire or other cause, or to make any repairs or
replacements to or of improvements installed in the Premises by or
for Tenant.
16. ENTRY BY LANDLORD .
Landlord and its agents shall have the right to enter the Premises
at all reasonable times for the purpose of examining or inspecting
the same, to supply any services to be provided by Landlord or
Tenant hereunder, to show the same to prospective purchasers or
tenants of the Condominium Unit, and to make such alterations,
repairs, improvements or additions, whether structural or
otherwise, to the Premises or to the Building as Landlord may deem
necessary or desirable. Landlord may enter the main entrance by
means of a master key without liability to Tenant except for any
failure to exercise due care for Tenant’s property and
without affecting this Lease. Landlord shall use reasonable e
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