New Lease Document Template with Forms A 06.25.2024 ~5.docx

LEASE NO.: XXXX

REAL ESTATE LEASE

BY AND BETWEEN

ILLINOIS DEPARTMENT OF

CENTRAL MANAGEMENT SERVICES

Raven DeVaughn, Director

AS LESSEE

AND

AS LESSOR

UNDER THE PURVIEW OF THE

OFFICE OF THE GOVERNOR

JB Pritzker, Governor

FOR REAL PROPERTY KNOWN AS

____________________________ADDRESS OF FACILITY

___________________________CITY, STATE ZIP

TABLE OF CONTENTS

Article I: Basic Lease Provisions

Article VIII: Estoppel

Article IX: Non-Disturbance and Quiet Enjoyment

Article X: Disputes

Article II: Lessee’s Obligation to Pay Rent

Article XI: Miscellaneous

Article III: Lessor’s Obligations

Article IV: Lessee’s Rights and Options

Article V: Liability

Article VI: Standard Terms and Conditions

Article VII: Loss of Premises

CMS

STATE OF ILLINOIS

DEPARTMENT OF CENTRAL MANAGEMENT

SERVICES

LEASE AGREEMENT

ARTICLE I. BASIC LEASE PROVISIONS

1.01 THE PARTIES

This Lease (this “Lease”) entered into by and between ____________________________________ ____, (the “Lessor” or “Vendor”) and the State of Illinois, Department of Central Management Services, (the “Lessee”) for the use of the State entities specified herein. For purposes of this Lease, and the exhibits, disclosure forms and other materials attached to this Lease, the term “Lessor” should be understood to be synonymous with the term “Vendor” as it is used in the Illinois Procurement Code (30 ILCS 500/1-1 et seq.) and the related Illinois Administrative Code provisions in Title 44 - GOVERNMENT CONTRACTS, GRANTMAKING, PROCUREMENT AND PROPERTY MANAGEMENT https://www.ilga.gov/commission/jcar/admincode/044/044parts.html The using agency is:

1.02 NOTICES

All notices provided to be given under this Agreement shall be given by certified mail, and/or email, and shall be deemed received by the party designated to receive such notice the day the email is sent, or if notice is by certified mail, three (3) days following the date of deposit in the United States Mail and addressed to the proper party, at the following address:

Lessor:

Bureau of Property Management

313 S Sixth Street

Springfield, IL 62701

Attention:

E-mail:

Telephone:

Emergency:

With a Copy To:

Using Agency Leasing Contact:

E-mail:

Telephone:

Attention:

E-mail:

Using Agency Facility Contact:

Telephone:

E-mail:

Telephone:

1.03 PREMISES

Lessor leases to Lessee upon the terms and conditions contained in this Lease, the “Premises” consisting of __________ rentable square feet of _____________ type of space on the floor(s) (suite(s) ), as outlined on Exhibit A-1 (the “Premises”). The Premises are located in the building containing ___________ rentable square feet and further identified as the “Building”:

<Insert Address including County>

Lessor shall provide _________ useable square feet of dry, lockable storage space as shown in Exhibit A-2.

Lessee shall have the right, in common with others, to use the “Common Area Facilities” of the Building which may include, but are not limited to, passenger and freight elevators, loading docks, sidewalks, parking areas, driveways, hallways, stairways, public restrooms, common entrances, lobby, emergency systems, and other similar public areas and access ways of the Building and the real property on which the Premises are located (the “Land”).

Lessee’s percentage of Total Building Rentable Area: %

1.04 AREA MEASUREMENT

For purposes of this Lease, the Premises and the Building Rentable Area shall be based on Area Measurement Rules, Section 5000.310, Illinois Administrative Code derived from “Standard Method of Measuring Floor Area in Office Buildings,” Building Owners and Managers Association (BOMA), International, 1983 Edition (A.K.A. 1980 Edition).

1.05 LEASE TERM

The initial term of this Lease is for ________________ ( ) months and shall begin on ________________________ (the “Lease Commencement Date”) and shall expire on ________________________ (the “Lease Expiration Date”). The term of this Lease shall be referred to as the “Lease Term.”

1.06 TERMINATION FOR CONVENIENCE

Lessee shall have the option to terminate this Lease at any time by providing ninety (90) days’ prior written notice to the Lessor.

1.07 TERMINATION FOR CAUSE

Lessee may terminate this Lease, in whole or in part, immediately upon notice to the Lessor if: (a) Lessee determines that the actions or inactions of the Lessor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Lessor has notified the Lessee that it is unable or unwilling to perform the Lease.

If Lessor fails to perform to the Lessee’s satisfaction any material requirement of this Lease, is in violation of a material provision of this Lease, or the Lessee determines that the Lessor lacks the financial resources to perform the Lease, the Lessee shall provide written notice to the Lessor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date Lessee may either: (a) immediately terminate the Lease without additional written notice or (b) enforce the terms and conditions of the Lease.

For termination due to any of the causes contained in this Section, Lessee retains its rights to seek any available legal or equitable remedies and damages.

1.08 IMPROVEMENTS

The parties agree that the Improvements contained in the attached Exhibit B (the “Improvements”) shall be the full scope and definition of work required to be made by the Lessor at his or her sole cost and expense under the terms of this Lease. Improvements shall be completed at least two weeks prior to the Lease Commencement Date. All Construction Documents (design, drawings, and specifications) necessary for the Lessor to obtain all applicable building permits and certifications of occupancy, as determined by the local building permit issuing authority, prepared by the Lessor pursuant to the Architecture Practice Act of 1989 [225 ILCS 305] for the Improvements defined by Exhibit B, shall become a portion of Exhibit B by reference upon written approval by the Lessee. All costs expended by the Lessor and all contracts entered into by the Lessor for the performance of the Improvements on behalf of the Lessee shall be subject to review by Lessee upon written notice.

ARTICLE II. LESSEE’S OBLIGATION TO PAY RENT

2.01 RENT

Lessee shall pay Rent to Lessor (the “Rent”), in accordance with the Rent Schedule attached as Exhibit C. Lessee shall pay the monthly Rent, in arrears, subject to legislative appropriation, by State warrant. The Rent shall be prorated on a per diem basis based on 365 days for the first month or the last month of the Lease Term if the Lease Commencement Date is not the first day of a calendar month, or the Lease Expiration Date is not the last day of a calendar month. Send payment to: ______________________________________________________________________________________.

Lessor explicitly acknowledges that the Lessee is the State of Illinois and any payment due under this Lease that is made late may be eligible for an interest penalty payment as provided in the State Prompt Payment Act, 30 ILCS 540, which statute shall be the exclusive basis for any interest penalty for late payment.

2.02 INDUCEMENTS

Lessor offers the following inducements during the term of the Lease:

Rent Abatement:________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Moving Expenses:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Free Parking:____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

ARTICLE III. LESSOR’S OBLIGATIONS

3.01 CARE AND MAINTENANCE

Lessee accepts the Premises as presently constituted except for non-compliance by Lessor with all applicable building, fire, and life safety codes and latent defects, and further subject to the completion of Improvements required to be made by Lessor, if any, in strict conformity with the provision of Article 1.08 (IMPROVEMENTS) herein.

Lessor shall provide Lessee with the services stated below at Lessor’s sole cost and expense and in a manner consistent with those services provided by other lessors of similar buildings of comparable age, condition, character, size, and lessee composition in the same geographic market sector.

A. HVAC Power as required to supply heating, cooling, and ventilation to maintain the Premises at or below 78 degrees Fahrenheit during cooling season and at or above 68 degrees Fahrenheit during heating season.

B. Non-HVAC Power as required by Lessee for all necessary fixtures and equipment.

C. Necessary commercial grade fixtures for heating, cooling, water, electricity, plumbing, and all maintenance and repairs.

D. Installation and maintenance of an adequate ventilating system to maintain air exchange levels in conformance with all applicable codes.

E. Bulbs, ballasts, and all necessary replacement and repair expenses related to such lighting.

F. Hot and cold potable water and sewer as required by Lessee.

G. Cleaning service to keep Premises clean, healthful, and sightly, to include the provision of all required commodities, including but not limited to paper products. Refer to the attached Janitorial Services (Exhibit D).

Scavenger service to keep the Premises and Building clean, healthful, and sightly, including but not limited to a dumpster and dumpster service for waste or recyclable material collection service provided by a private hauler holding a valid private scavenger license as applicable by the local municipality.

H.

I. Integrated Pest Management Services in lieu of Extermination Services to ensure Premises are pest and rodent free. Will require coordination with Janitorial Service (Exhibit D).

J. Elevator service where applicable, shall be provided twenty-four (24) hours/day, seven (7) days/week, including Holidays and the period during which Lessee moves into and out of the Premises.

K. Service and maintenance of fire extinguishers.

L. Snow and ice removal from sidewalks and parking areas adjacent to the Premises.

M. Maintenance of lawn and shrubs.

N. Parking for vehicles. General maintenance of parking lot.

Address of parking lot: . Parking shall be available and accessible to Lessee for Lessee’s use twenty-four (24) hours per day, seven (7) days per week per Exhibit A-3.

O. Provide for surface mounted raceways or wall cavity conduit that allows Lessee to install computer and telecommunications wiring.

P. All general maintenance and repairs not caused by Lessee’s negligence.

Q. Maintenance of and service to all Common Area Facilities, which shall include cleaning, HVAC, electrical current and illumination, repairs, replacement, and trash disposal.

R. Operation, maintenance, and monitoring of security systems.

S. Operation, maintenance, and monitoring of life safety systems including fire alarms.

T. Maintenance and repair of the roof, the foundation, all structural systems and components of the building, all mechanical, electrical, and plumbing systems, components, and fixtures and all connections to the building for provision of utilities

U. Other (Specify). ________________________________________________________________________________

3.02 UTILITIES

Utilities are billed directly to Lessee. Gas meter number ___________________Electric meter number ______________ Utilities are billed to Lessor then a prorated bill is sent to CMS, in accordance with the payee below. Prorated share will be listed in Section 1.03 PREMISES

Electricity shall be paid for by the .

Gas shall be paid for by the .

Water/Sewer shall be paid for by the .

3.03 LIFE SAFETY AND SECURITY REQUIREMENTS

Lessor shall provide and maintain any Life Safety and Security systems as required by any and all requirements of all prevailing governmental authorities having or claiming jurisdiction over the Building and the Common Area Facilities.

3.04 ACCESSIBILITY

Lessor acknowledges that compliance with the Environmental Barriers Act and the Illinois Accessibility Code is a continuing obligation of Lessor requiring any and all elements and space altered improved, or newly constructed to conform to the applicable technical standard described in the Code. Lessor further acknowledges sole responsibility for the obligations of an owner under the Americans with Disabilities Act of 1990 and all relevant regulations promulgated thereunder.

3.05 SOLID WASTE MANAGEMENT

Pursuant to the Solid Waste Management Act [415 ILCS 20] the Using Agency is required to cooperate with the Department of Central Management Services in the implementation of recycling programs. Janitorial services provided by the Lessor shall include the placement of recyclable material, collected in various areas of the building, into the proper containers provided by the State in a centrally located interior or exterior area of the facility for the collection by various vendors contracted by the State.

ARTICLE IV. LESSEE’S RIGHTS AND OPTIONS

4.01 SUBLEASING, ASSIGNMENT AND SUBCONTRACTING

Lessee may sublease all or any part of the Premises or assign this Lease upon the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed.

For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the Lease. If subcontractors are to be utilized, Lessor shall describe the names and addresses of all authorized subcontractors to be utilized by Lessor in the performance of this Lease, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to the subcontract on the attached – Subcontractor Disclosure if applicable. Lessor shall provide a copy of any subcontracts within 20 days of execution of this Lease. The Lessor shall notify Lessee of any additional or substitute subcontractors hired during the term of this Lease. Lessor shall provide to the Lessee a copy of all such subcontracts within 20 days of execution of the subcontract.

All subcontracts must include the same certifications that Lessor must make as a condition of this Lease. Lessor shall include in each subcontract the subcontractor certifications as shown on the Standard Subcontractor Certification form available from the State.

4.02 SUBSTITUTION

Lessee may substitute using agencies in the Premises upon thirty (30) days’ written notice to the Lessor.

4.03 ALTERATIONS

Lessee may make improvements, additions, installations, decorations, and changes (“Alterations”) of a non-structural nature to the Premises without Lessor’s prior written approval. Non-structural Alterations means any Alterations which do not affect any of the major Building systems or structural components. Lessee may make any other alterations to the Premises with the prior written consent of the Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed.

4.04 LESSEE SIGNAGE

Lessor, at its sole cost and expense, shall provide Lessee with identification and signage in accordance with Lessee’s requirements as shown in Exhibit B.

4.05 RENEWAL OPTION (IF APPLICABLE)

The Lessee has the right to renew the Lease for a further period of ______________(_____) months at the rate in effect during the final month of the Lease Term, subject to the following modifications: 1) Rent payments representing the value of fully amortized Lessee Improvements shall be deducted from Rent; 2) Lessee may request and negotiate with the Lessor for additional Rent concessions, subject to the maximum renewal rental rates and concessions specified in Exhibit C, provided Lessee gives ninety (90) days’ written notice to Lessor of its intention to exercise such option.

4.06 EXPANSION AND REDUCTION OPTION

During the initial term or renewal term of the Lease, Lessee may seek additional rentable area of the building in accordance with the terms of this Article, if available. Additional rentable area shall be acquired by amendment under the same prevailing terms and conditions of the Lease.

Insert expansion options specific to transaction, if applicable.

At the Lessee’s sole option, this Lease may be amended to reduce the leased square footage when it is deemed to be in the best interest of the State pursuant to 30 ILCS 500/40-33.

4.07 PURCHASE OPTION (IF APPLICABLE)

Lessor grants to Lessee a purchase option (see attached Exhibit F, Purchase Option) at the then fair market value less the value of permanent improvements paid for by the Lessee in accordance with Section 5000.380 Improvements of the Illinois Administrative Code.

4.08 TELECOMMUNICATIONS

Lessor shall impose no fee on Lessee’s telecommunications line, including fees on the vendor of telecommunication services. Additionally, Lessee’s choice of telecommunications vendor shall not be unreasonably restricted by Lessor.

ARTICLE V. LIABILITY

5.01 INSURANCE AND INDEMNITY

A. Lessor’s Insurance

Lessor shall maintain in full force and effect during the Lease Term all-risk property damage insurance for the Building and the Common Area Facilities and all improvements on the Land and the Lessee Improvements described in Exhibit B (Improvements), in the amounts of the full replacement values thereof, as the values may exist from time to time. Boiler and Machinery Insurance; Comprehensive General Liability Insurance, including Contractual Liability, on an occurrence basis with limits of not less than $5,000,000 per occurrence (this may be accomplished in the form of one policy and/or a combination of a primary policy and umbrella excess totaling $5,000,000); Worker’s Compensation and Employer’s Liability Insurance for all of Lessor’s agents, employees, and contractors; Automobile Liability Insurance for any automobiles or vehicles operated by Lessor, its agents, employees, or contractors in connection with the operation or maintenance of the Building and the Common Area Facilities, with limits of not less than $1,000,000. Lessor’s insurance shall be issued by insurance companies licensed to do business in the state where the Building is situated, with a general policyholder rating of at least A-and a financial rating of at least V in the most current Best Insurance Report available at the time of execution of this Lease. If the Best’s ratings are changed or discontinued, Lessor and Lessee shall agree to an equivalent method of rating insurance companies. Lessor shall annually provide a Certificate of Insurance that meets these specifications to Lessee upon request.

B. Lessee’s Insurance

Lessee is self-insuring. A Certificate of Insurance of the Lessee’s self-insurance coverage will be provided upon request. Limits of coverage are in accordance with existing State of Illinois statutes.

5.02 ENVIRONMENTAL ASSESSMENT

Lessor acknowledges that compliance with the National Emission Standard for Hazardous Air Pollutants promulgated by the United States Environmental Protection Agency pursuant to Section 112 of the Clean Air Act is a continuing obligation of the Lessor requiring any demolition or renovation activity completed on behalf of the State of Illinois to comply with the standards set forth in 40 CFR 61.145.

Lessor agrees to indemnify, defend, and hold Lessee harmless from any costs and expenses, including attorney fees, incurred by Lessee, due to any liability arising from mold, asbestos claims or from any liability arising from any claims due to the presence of Hazardous Materials in the Building.

5.03 HOLDOVER

If, after the expiration or earlier termination of the Lease, the Lessee retains possession of the Premises, the Lease shall continue in full force and effect on the same terms and conditions except the Lease shall be on a month-to-month basis until terminated. Pursuant to 30 ILCS 500/40-25(d), holdover rent is limited to 6-monts. Rent shall be paid monthly in arrears on a prorated basis at the rate in effect immediately preceding the expiration or earlier termination of the Lease, less any funds being paid by the Lessee during the term toward fully amortized Lessee Improvement costs. Refer to Exhibit C for Holdover Rent amount.

ARTICLE VI. STANDARD TERMS AND CONDITIONS

6.01 REQUIREMENTS OF LAW

Lessor shall be responsible for compliance, at Lessor’s sole cost and expense, with all statutes, rules, ordinances, orders, codes and regulations, and legal requirements and standards issued thereunder, as the same may be enacted and amended from time to time (collectively referred to in this Lease as the “Laws”), which are applicable to all or any part of the physical condition and occupancy of the Building, the Common Area Facilities, or the Land or additions thereto.

Lessor represents and warrants that the Building, the Land, the Common Area Facilities, and the Premises are in compliance with the Laws as of the Lease Commencement Date.

Lessor shall also obtain, at Lessor’s sole cost and expense, any permit, license, certificate, or other authorization required for the lawful and proper use and occupancy by Lessee or any other party of all or any part of the Premises and shall exhibit the same to Lessee upon Lessee’s request.

Lessor acknowledges that compliance with the Environmental Barriers Act and the Illinois Accessibility Code is a continuing obligation of Lessor requiring any and all elements and space altered, improved, or newly constructed to conform to the applicable technical standard described in the Code. For facilities carrying out programs funded in whole or in part by Federal funds, the Lessor shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973.

Lessor shall notify Lessee of any violation notices or waivers of building, OSHA or life safety codes, or outstanding insurance carrier recommendations that Lessor receives, with respect to the Building and the Common Area Facilities. Lessee shall notify Lessor of any OSHA violation notices with respect to the Premises. Lessor shall be responsible for the compliance of the Common Area Facilities with applicable laws relating to architectural barriers to the disabled, including but not limited to the law commonly known as the “Americans with Disabilities Act of 1990” (the “ADA”) and all relevant regulations promulgated thereunder. Lessor hereby agrees to indemnify, defend, and hold Lessee harmless from all loss, cost, liability, or expense, including reasonable attorney fees, resulting from its failure to comply with all laws relating to the Premises and condition of the Common Area Facilities, including but not limited to the ADA.

6.02 PREVAILING WAGE

All Lessee Improvement work completed on behalf or for the use of the Lessee shall be performed at not less than the prevailing hourly wage rate as determined by the Illinois Department of Labor.

6.03 AVAILABILITY OF APPROPRIATIONS; SUFFICIENCY OF FUNDS

This Lease is contingent upon and subject to the availability of sufficient funds. The State may terminate or suspend this Lease, in whole or in part, without penalty or further payment being required, if (i) sufficient State funds have not been appropriated to the State [or sufficient Federal funds have not been made available to the State by the Federal funding source], (ii) the Governor or the State reserves appropriated funds, or (iii) the Governor or the State determines that appropriated funds [or Federal funds] may not be available for payment. The State shall provide notice, in writing, to the Lessor of any such funding failure and its election to terminate or suspend this Lease as soon as practicable. Any suspension or termination pursuant to this Section will be effective upon Lessor’s receipt of notice.

6.04 FREEDOM OF INFORMATION ACT

This Lease and all related public records maintained by, provided to or required to be provided to the State, are subject to the Illinois Freedom of Information Act notwithstanding any provision to the contrary that may be found in this Lease.

ARTICLE VII. LOSS OF PREMISES

7.01 DAMAGES/UNTENANTABILITY

If the Premises or the Building are totally destroyed by fire or any other casualty, this Lease shall automatically terminate as of the date of such destruction. If any portion of the Building, the Common Area Facilities, or the Premises are damaged to the extent that Lessee cannot use any portion of the Building, or Common Area Facilities, or the Premises to conduct its business for at least ninety (90) days, Lessee may terminate this Lease as of the date of damage by notice to Lessor within thirty (30) days after such date. If the Building or any portion of the Common Area Facilities or the Premises are damaged by fire, casualty, or any other cause then, except as provided below, the damage shall be promptly repaired by and at the sole cost and expense of Lessor. Until such repairs and restoration are completed, the Rent shall be abated in proportion to the portion of the Premises or Common Area Facilities that are unusable or inaccessible by Lessee in the conduct of its business by virtue of such casualty.

7.02 CONDEMNATION

If, during the term of this Lease or any renewal, the whole or part of the Land, Building, Common Area Facilities or Premises is condemned so as to make the Premises unusable or a considerable loss of utility results, the Lessee may terminate the Lease by giving at least thirty (30) days’ written notice. Lessee will be entitled to a portion of any award to the extent of any unamortized improvement costs paid for directly or indirectly by Lessee.

ARTICLE VIII. ESTOPPEL

8.01 ESTOPPEL CERTIFICATE

Lessee shall, upon written request from Lessor, execute, acknowledge, and deliver to Lessor a written statement certifying that the Lease is unmodified and in full force and effect, or that the Lease is in full force and effect as modified and listing the instruments of modification; the dates to which the Rents and other charges have been paid; and whether or not to the best of Lessee’s knowledge Lessor is in default hereunder and, if so, specifying the nature of the default.

ARTICLE IX. NON-DISTURBANCE AND QUIET ENJOYMENT

9.01 NON-DISTURBANCE

This Lease and any extensions of the term hereof shall be subordinate, at the option of Lessor, to any and all encumbrances given by Lessor on the Premises or to secure funds for any building to be constructed by Lessor or the completion of other renovations or improvements to the existing structures located on the Premises to be performed by Lessor. Lessor and Lessee agree to execute and deliver a written Agreement of Subordination, Non-Disturbance and Attornment in the form provided as Exhibit - I within thirty (30) days after a request for such agreement from the other party.

9.02 QUIET ENJOYMENT

Lessee shall have the peaceful and quiet enjoyment and possession of the Premises without any interference from Lessor or any person claiming by, through, or under Lessor.

ARTICLE X. DISPUTES

10.01 DEFAULT BY LESSOR

If Lessor fails to perform any of its obligations under this Lease (a “Lessor Default”), Lessee may give Lessor notice specifying the Lessor Default. If a cure is not accomplished within fifteen (15) days after receiving notice from Lessee or within a reasonable period of time thereafter or if the Lessor Default cannot be cured within fifteen (15) days and Lessor is not pursuing a cure with due diligence, then in addition to all rights, powers, or remedies permitted by Law, Lessee may (i) correct the Lessor default and deduct the cost from the Rent; or (ii) withhold the payment of Rent and any other sums due hereunder until Lessor has corrected the specified Lessor Default; or (iii) upon the failure of Lessor to cure any Lessor Default within thirty (30) days of receipt of notice thereof, Lessee shall have the right to seek the judicial remedy of specific performance, or to terminate this Lease by providing Lessor with notice of such termination.

10.02 REDUCTION OF SERVICES

The Rent is based in part upon services that Lessor shall provide as described in Section 3.01 (CARE AND MAINTENANCE). If, for any reason, Lessor does not provide any or all of these services in the manner described in Section 3.01 for more than five (5) consecutive days following notice of such failure from Lessee, the Rent shall be abated on a per diem basis for the period of interruption beginning with the date the interruption in services began and ending when the services are fully restored.

10.03 SELF HELP

In the event that the Lessor has failed to perform any of its services or maintenance within the Premises, then Lessee shall have the right to perform such maintenance or service and charge Lessor. Lessee may offset the associated costs against Rent if Lessor does not pay Lessee’s invoices.

10.04 GOVERNING LAW

This Lease, and the rights and obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Illinois.

ARTICLE XI. MISCELLANEOUS

11.01 FORCE MAJEURE

After the Lease Commencement Date, or after Lessee takes occupancy of the Premises neither party shall be responsible to the other for any losses resulting from the failure to perform any terms or provisions of this Lease if the party’s failure to perform is attributable to war, riot, acts of God, or the elements or any other unavoidable act not within the control of the party whose performance is interfered with and that by reasonable diligence such party is unable to prevent. However, neither party shall be excused from the timely performance of its obligations under this Lease for a period of time greater than ninety (90) days on account of force majeure.

11.02 OCCUPANCY AND SURRENDER

A using agency will be entitled to occupancy on the Lease Commencement Date. If for any reason occupancy is delayed, Lessee will not be liable for Rent until it has taken occupancy, and rental will be prorated from date of occupancy. If occupancy is not given within _______ days after the Lease Commencement Date for reasons other than the delay by causes beyond the reasonable control of the Lessor, then Lessee at its own option may terminate the Lease.

Cause for delay beyond the reasonable control of the Lessor shall be the result of strikes, lockouts, or causes that could not have been reasonably foreseen by Lessor. It is understood and agreed by parties hereto that the inability of Lessor to acquire mortgage or other financing, for whatever reason, shall not constitute unforeseeable cause for delay.

All improvements including but not limited to systems furniture and Lessee trade fixtures, including moveable partitions, panels, screens, and HVAC systems provided by Lessee, are Lessee’s property and shall remain Lessee’s property at the expiration of the Lease Term, unless otherwise so elected by Lessee.

Upon the termination of this Lease, Lessee’s only requirement shall be to return the Premises in broom-clean condition.

11.03 BINDING ON SUCCESSORS

This Lease shall bind the parties, their heirs, successors, representatives, and permitted assigns.

11.04 PARTIAL INVALIDITY

If any provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease and the application of such provision to all other persons and circumstances shall not be affected and shall be valid and enforceable to the fullest extent of the law; provided, however, if the provisions of this Lease relating to Lessee’s stated use of the Premises shall be determined by any government agency having jurisdiction to be invalid or unenforceable, this Lease, effective as of the date of such determination, shall be, and shall be deemed to be, void and of no further force or effect, and Lessee shall have no further obligations hereunder.

11.05 WAIVER

The failure of either party to exercise any of its right is not a waiver of those rights. A party waives only those rights specified in writing and signed by the party waiving its rights.

11.06 BREACH

Failure of the Lessor to comply with this Lease, including but not limited to the failure to complete Improvements in accordance with Section 1.08 herein or within the time as agreed upon in this Lease, or failure to make or complete repairs in a reasonable time is a breach of this Lease. In the event Lessee is in possession or elects to take possession of the Premises prior to completion of Improvements, Lessee shall have the option of curing the breach by reducing lease payments equal to the corresponding percentage of the improvement value to the lease value until the Lessor complies with the Lease and Improvements are certified as complying with Section 1.08 herein by the Lessee as Chief Procurement Officer and the leasing State agency. Lessee shall have the option of curing the breach by having the work done and deducting actual costs plus a reasonable administrative fee from rental payments or terminating the Lease. If the Lease is terminated, Lessee may take, or remain in, possession, making lease payments at the reduced monthly rate until suitable substitute premises are available. Rental periods less than one full month shall be prorated on a daily basis.

11.07 COVENANTS BINDING

All covenants and representations made in this Lease are dependent, and will be binding upon, apply to, and be for the benefit of any successor in interest to the parties. No provision of this Lease may be modified or additional requirements established without the express written approval of the Lessor.

11.08 AUDIT/RETENTION OF RECORDS (30 ILCS 500/20-65)

Lessor and its subcontractors shall maintain books and records relating to the performance of the Lease and necessary to support amounts charged to the State under the Lease. Books and records, including information stored in databases or other computer systems, shall be maintained by the Lessor for a period of three years from the later of the date of final payment under the Lease or completion of the Lease, and by the subcontractor for a period of three years from the later of final payment under the term or completion of the subcontract. Books and records required to be maintained under this section shall be available for review or audit by representatives of the Procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Lessor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under the Lease for which adequate books and records are not available to support the purported disbursement. The Lessor or subcontractors shall not impose a charge for audit or examination of the Lessor’s books and records.

11.09 OWNERSHIP

Lessor covenants and warrants that record title to the Premises is held by the Lessor or that Lessor has lawful authority and the requisite site control to enter into this Lease by virtue of other contractual agreements with the record title owner or subsequent transferees, assigns, or successors in interest (i.e., Lessee, Sub-Lessee, Contract Purchaser, Optionee, etc.). Failure by the Lessor to fully and accurately complete the provisions of Exhibit G, the Disclosure Statement, attached hereto and incorporated by reference herein, shall constitute a material breach of this Lease.

It is acknowledged that in the event of such a material breach by the Lessor, its assigns, transferees, or other successors in interest, Lessee shall be entitled to immediately terminate this Lease and vacate the Premises. In the alternative, Lessee may elect to declare the material breach but retain possession for the balance of any term remaining, and as liquidated damages and not as a penalty, to reduce rental payments and other charges due hereunder by twenty-five percent (25%) for the entire term of this Lease, including any extensions thereto or periods of holdover, or until the material breach is cured by full and complete disclosure, whichever occurs first. The foregoing reductions represent a reasonable endeavor by the parties hereto to estimate a fair compensation for the foreseeable losses to Lessee that might result from such breach.

11.10 CHANGE OF OWNERSHIP OR BENEFICIAL INTEREST

Lessee must be notified in writing by Lessor of any change in ownership and/or beneficial interest of a trust within thirty (30) days of the event. All assigns, transferees, or other successors in interest to Lessor shall be required to comply with any and all disclosure requirements of applicable Illinois law, administrative rule, or regulation governing real estate transactions. It is understood and agreed by the parties that any subsequent assigns, transferees, and other successors in interest to the Lessor shall be specifically subject to the liquidated damages provisions of the preceding Article for material breach in failing to comply with disclosure requirements. Pursuant to CPO Notice 2012.02 and 44 Ill. Adm. Code 1.2005(n), when in the best interest of the State, a successor in interest may be recognized in a novation agreement.

11.11 CONTRACTUAL AUTHORITY

The Department of Central Management Services, as Lessee, shall be the only State entity responsible for payment under this Lease, unless said Lease is also signed by the Using Agency. In that case, the Using Agency shall be the only State entity responsible for payment under the Lease.

11.12 COMMISSIONS

Lessor represents and warrants to Lessee that there is no third party entitled to any commission or any other form of compensation contingent upon this Lease being awarded and/or executed in connection with this transaction. This includes, but is not limited to, broker’s commissions and sales commissions from any of the improvements that are part of any proposal.

11.13 BROKERS

Lessor and Lessee each represent and warrant to one another that neither of them has employed any broker, agent or finder in carrying on the negotiations relating to this Lease. Lessor shall indemnify and hold Lessee harmless, from and against any claim or claims for brokerage or other commissions arising from or out of any breach of the foregoing representations and warranties.

11.14 GOVERNING LAW AND JURISDICTION

Illinois law shall be used in interpreting this Lease and in determining the rights of the parties under its terms and conditions. Jurisdiction shall be in the State of Illinois Court of Claims as to any legal action or proceeding filed by Lessor for litigation of rights or claims against the Lessee.

11.15 NON-DISCRIMINATION

Lessor, its employees, and subcontractors agree not to commit unlawful discrimination and agree to comply with applicable provisions of the Illinois Human Rights Act, the U.S. Civil Rights Act, and Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act of 1990, and rules applicable to each. The Department of Human Rights Equal Employment Opportunity clause is incorporated by reference.

11.16 TIME IS OF THE ESSENCE

Time is of the essence of this Lease, and of each and every covenant, term, condition, and provision hereof.

11.17 REMEDIES CUMULATIVE

All remedies provided for the benefit of the Lessee under this Lease are cumulative. Lessee’s selection and imposition of a particular remedy shall not be deemed an election of remedies under this Lease.

11.18 ENTIRE AGREEMENT

This Lease and all of its written and attached Exhibits, riders, addendums, modifications, and amendments constitutes the entire agreement between Lessor and Lessee with respect to the Premises and the Common Area Facilities and may be amended or altered only by written agreement executed by both parties.

11.19 ATTACHMENTS

The following exhibits are part of this Lease and were attached before this Lease was signed by the parties:

I. Agreement of Subordination and Non- Disturbance, and Attornment.

J. IRS Form W-9

11.20 AUTHORITY TO EXECUTE

Parties signing this Lease on behalf of the Lessor certify that they have authority to execute the Lease and to commit to all described covenants.

LESSOR:

BY:

DATE:

PRINTED NAME:

TITLE:

ATTEST:

STATE OF ILLINOIS, LESSEE, BY DEPARTMENT OF CENTRAL MANAGEMENT SERVICES

Raven DeVaughn

Director

Negotiated By:

Leasing Representative Date

EXHIBIT A-1 – PLAN OF THE PREMISES (PROVIDED BY LESSOR)

EXHIBIT A-2 – PLAN OF STORAGE SPACE (PROVIDED BY LESSOR)

EXHIBIT A-3 – PLAN OF PARKING AREAS (PROVIDED BY LESSOR)

EXHIBIT B – IMPROVEMENTS

I. Lessor shall be responsible to furnish all labor and materials to complete the Work as noted below, including the cost of labor to move furniture and equipment of the Using Agency if required to complete such Work. Lessor agrees that the tenant improvements will be completed during non-business hours, weekends, or holidays subject to the approval of the Using Agency. Lessor shall, as a condition of rent, provide the following improvements to the Premises, at the Lessor’s sole cost and expense. Work to be completed two weeks prior to the lease commencement date.

Building Standards Can Be Found Here:

https://cms.illinois.gov/content/dam/soi/en/web/cms/agency/property/leasing/documents/buildingprogramstandards-after7-21.pdf

The Lessor shall be responsible for meeting or exceeding all applicable code requirements and completing work according to all governing laws, codes, regulations, standards and policies.

GENERAL REQUIREMENTS:

The Lessor shall provide all necessary Construction Documents, permits, certifications, and other documents as may be required for the purpose of any construction relating to this property in accordance with all governing federal, state and local codes, laws and regulations, standards and policies. In the absence of specific seismic design and construction standards in the local building code, the standards of the latest edition of the Uniform Building Code shall be met.

The Lessor shall conform to the requirements of the Illinois Architecture Practice Act of 1989, Section 3, which requires an Illinois Licensed Architect complete the project and seal Construction Documents unless interior alterations do not involve structural changes.

All construction must be done by mechanics or workmen skilled in their respective trades, must be done in a workmanlike manner, and present an industry standard appearance acceptable to the Using Agency.

Prevailing wages shall be included in the contracts and advertised specifications to which any public body, as defined in the Prevailing Wage Act (820 ILCS 130), is a party, for the construction, reconstruction, maintenance and/or repair of public buildings or public works within the State of Illinois which requires or involves the employment of laborers, workers, mechanics and owner/operators. Minimum wages, overtime rate and fringe benefits certified by the Illinois Department of Labor shall be paid. Furthermore, the scale of prevailing wages to be paid shall be posted by contractor in a prominent and easily accessible place at the site of work.

All work must comply with the Illinois Accessibility Code, Capital Development Board, April 24, 1997, and the Environmental Barriers Act (410 ILCS 525).

All work must comply with the Americans with Disabilities Act of 1990 and all regulations promulgated pursuant thereto by the U.S. Department of Justice.

EXHIBIT C – PAYMENT OF RENT

RENT ABATEMENT

Lessor shall provide (____) month(s) of gross Rent abatement from Rent first coming due.

EARLY TERMINATION

If the Lessee elects to terminate this Lease as provided in Article 1.06, the Lessee will repay the remaining principal balance of the Tenant Improvements (Temporary Improvements Only) and the remaining principal balances of the Demountable Wall System/ Interior Office System/High Density Filing System (if applicable) to the Lessor upon termination. [Temporary Improvements totaling $(Estimated Present Value of Temporary Improvements) are amortized at ____% interest over the __-year term.] [Demountable Wall System totaling $(Estimated Present Value of Demountable Wall System) is amortized at ____% interest over the __-year term.] [Systems Furniture totaling $(Estimated Present Value of Systems Furniture) is amortized at ____% interest over the __-year term.]

The Lessee expressly reserves the right granted in Article 4.05 to make proposals and negotiate for a (i) reduction in base rent, (ii) an increase in the rent concessions, or (iii) additional Improvements in connection with exercising the renewal option stated in the Lease. The Lessor is under no obligation to agree to such proposals, in which event, upon notification of the exercise of the lease renewal option by the Lessee, the rates set forth in this Exhibit C will take effect.

C-1

EXHIBIT C – PAYMENT OF RENT (continued)

HOLDOVER RENT

If after the expiration of the Lease, Lessee retains possession of the Premises, monthly Holdover Rent, paid in arrears, will be $ /RSF. If after the expiration of the Renewal Term, if exercised, Lessee retains possession of the Premises, monthly Holdover Rent, paid in arrears, will be $ /RSF. If the Lease has been terminated and Lessee retains possession of the Premises, monthly Holdover Rent, paid in arrears, will be the rate in effect immediately preceding the termination of the Lease.

PREPAYMENT

If this lease provides for amortized costs of any kind including but not limited to tenant improvements, which are paid for by the Lessee as a portion of rent payable to the Lessor, the Lessee shall have the option to prepay the principal amount without penalty at any time during the lease. Lessor shall within 10 days of written notice of Lessee's intent to prepay such amounts, provide the current principal balance.

TAX EQUITY

If during the term of the lease, the General Assembly, or any other governmental body enacts legislation the effect of which is to reduce the property taxes on the leased property, then if landlord is responsible for paying such taxes under the lease, tenant shall be entitled to a reduction in base rent proportional to any such reduction of taxes.

GENERAL ALLOWANCE ($________)

A General Allowance in the amount of $_________ has been incorporated in the Lease and is included in the rental payment. The General Allowance shall only be utilized for additional work requested at the sole discretion and benefit of Lessee during the build-out of the premises. Any additions to the work and associated cost shall be authorized by Lessee prior to commencement of the additional work in the form of a fully executed Allowance Authorization Form (see Exhibit “B”). The State shall at its sole discretion determine the use of any unused portion of the General Allowance at the completion of the build-out of the space. In no event shall the General Allowance be exceeded by additional work authorizations without the execution of an amendment to the Lease.

C-3

EXHIBIT D - JANITORIAL SERVICES/INTEGRATED PEST MANAGEMENT

Janitorial vendor shall complete all recommended maintenance and sanitation measures with recommended frequency as necessary to prevent pest infestations as identified by the Integrated Pest Management vendor.

Work Specification List - Janitorial

WORK ITEM AND LOCATION

OPERATION

FREQUENCY

OFFICE AREA:

Trash

Empty

Daily

Desks

Dust

Daily

Carpet

Vacuum

Daily

Spot Clean

As Needed

Shampoo

2 Times per Year

BREAK AREAS/VENDING:

Floors

Vacuum & Mop with Disinfectant

Daily

Sinks

Scour…