HomeMy WebLinkAboutResolution - 2000-R0159 - Assingnment Of Lease Agreement - Civic Lubbock Inc. - 06/08/2000J
Resolution No. 2000-RO159
;June 8, 2000
Item No. 22
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute on behalf of the City of Lubbock an Assignment of Lease Agreement
and any associated documents by and between the City of Lubbock and Civic Lubbock,
Inc., which Assignment is attached hereto and which shall be a part of this Resolution as
if fully copied herein in detail.
Passed by the City Council this 8th day of .Tune '2000.
A
WINDY SI N, MAYOR
A ST•
Ka 1 Darnell, City Secretary
APPROVED AS TO CONTENT:
Tommy G alez, As star ity Manager
APPROVED AS TO FORM:
onald G. Vandiver, FirsO ssistant City
Attorney
DDres/Leasassignxes
May 12, 2000
Page 1 of 15
Resolution No. 2000-R 0159
June 8, 2000
Item No. 22
ASSIGNMENT OF LEASE AGREEMENT
THIS AGREEMENT is made between the City of Lubbock, Texas, a Texas home
rule municipal corporation ("City"), and Civic Lubbock, Inc., a Texas not for profit
corporation ("Corporation").
WHEREAS, the Corporation has heretofore entered into a lease agreement with
H.A. Sessions on 20'' day of February, 1990, to lease office space for "Select -A -Seat"
services, a copy of which agreement is attached hereto as Exhibit A; and
WHEREAS, the City now performs the "Select -A -Seat" operation instead of
Civic Lubbock, Inc.; and
WHEREAS, the Corporation wishes to assign said lease agreement to the City,
and the City wishes to accept such assignment.
WITNESSETH:
The Corporation hereby assigns to the City all of the Corporation's rights and
duties in and to the lease agreement attached hereto as Exhibit A, which Exhibit is
incorporated herein and made a part hereof for all intents and purposes, and the City
hereby accepts the assignment of said agreements and agrees to fulfill all of the
Corporation's rights and duties required by such agreements.
Executed this 8th day of June , 2000.
CIVIC LUBBOCK,
CITY OF LUBBOCK:
--�Aw
RFESIfENT WINDY S40, MAYOR
ATTEST: ATTEST:
ecretary Darnell, City Secreta
APPROVED AS TO CONTENT:
a—anom:i4 &V�
Tommy Go lez, Asklstad City Manager
Page 2 of 15
ArRIONVED AS TO FORM.
blKald G. Vandiver, -First Assistant
City Attorney
Ddcon/LeasAssignxon
May 12, 2000
Page 3 of 15
Downstairs
Resolution No. 2000—RO160
GROSS
STANDARD COMMERCIAL
Shopping Center Lease
THE STATE OF Texas
COUNTY OF Lubbock
20th February
This lease, enterea into this day of 19 ..29-_, by and between Iht,lanotord-and the Tenant �
hereinanet named.
ARTICLE 1 Definitions and Cerialn Basic Provisions.
1.1 (a) "landlord": H.A. Sessions dba Memvhis Place Mall
(b) Landlord's address: Westar Property Management 7200 Quaker, Suite 12 Lubbock, Texas 79424
(c) *'Tenant*': Civic Lubbock, Inc. Phone:
(d) Tenant's marling address:
(e) Tenant's trade name:
~ (1) Tenant's address In Shopping Center: 3801 50th Street — Lubbock, Texas 79413
(g) "Demised Premises": in Memphis Place Mall Shopping Center. in the City of Lubbock
Lubbock County, Texas , a store unit approximately square
feet in area. being approximately feet by feet (measured to the exterior
of outside walls and to the eenlor of Interior walls).
(h) Lease term: Commencing on the "Commencement Date" as hereinaller defined and ending 60 months thereafter except
that to the event the Commencement Date is a date other than the first day of a calendar month, lard term Snail extend tot said number of
montns in addition to the remainder of the calendar month following the Commencement Dale.
(i) "Estimated Completion Dale":yye�agr� 19
(1) Minimum guaranteed rental: S 1.00 per r}1t9sN payable to advance.
(k) Percentage rental: NSA
(1) "Security Deposit": S N/A
payable upon execution of Lease Agraemenl.
(m) Initial estimated Common Area Maintenance charge: S NIA , pot month, payable in advance.
(n) Permitted use: Ticket sales and solicitation for civic events as well as other promotional
events in the City of Lubbock
1.2 Each of the foregoing definitions and basic provisions shall be construed in conjunction with and limited by the references thereto in other
provisions of this lease.
ARTICLE If. Granting Clause. 2.1 In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms.
covenants and conditions hereof. Landlord hereby demises and leases to Tenant, and Tenant hereby takes loom Landlord, the Demised Premises as
cescnbed in Section 1.1 (g) TO HAVE AND TO HOLD said promises for the lease term Specified in Section 1.1 (h), all upon the terms and conditions set form
in this lease.
ARTICLE Ill. Construction and Acceptance of Premises. 3.1 Landlord shall proceed to construct a store unit upon the Demised Premises in com-
pliance with the "Description of Landlord's Work" to Exhibit C attached hereto, with such minor variations as Landlord may deem advisable, and fencer the
premises to Tenant. The Demised Premises shall be deemed to be '*Ready lot Occupancy" when Landlord•cendies in writing to Tenant that Landlord has
suestantially completed landlord's work, as described to Exhibit C. II the Demised Premises are not Ready for Occupancy prior to the Esiirnated Completion
Cate. Landlord Shan not be deemed to be in default hereunder or otherwise liable to damages to Tenant, nor shall the term of this lease be affected. except
that if for any reason the Demised Premises are not Ready for Occupancy within eighteen months following Inc Estimated Completion Date. Tenant may at
Isis option cancel and terminate Inis lease by written notice to Landlord delivered wilhin Ihirtydays following the expiration of such eighteen montns penod..n
wntcn event neither party shalt nave any lurcher liabilities or obligations hereundei, except that Landlord shah repay to Tenant any prepaid rent of sec-:rrly
deposit when the Demised Premises are Ready for Occupancy. Tenant agrees to accept possession Ihereol and to proceed with due diligence to perform
the worst described under "Description of Tenants' Work" in Exhibit C, all of such work to be performed to compliance with Exhiod C. and to install its
Imures. Iutridure and equipment. Any Tenant Work causing venting, opening, or any altering of the root snail be performed by Landlords rooting contractor
at Tenant's expense. In the event of any dispute as to work performed or required to be performed by landlord or Tenant: the certificate of Landlord's
architect of engineer shalt be conclusive. By initiating Tenant Work in the Demised Premises, Tenant shall be deemed to have accepted Ine same and to
have acxnowreogeo that the same fully comply with Landlord's covenants and obligations hereunder. Tenant agrees lo•furnisn to Landlord a Certificate of
Occupancy from applicable local authorities upon commencement of this lease agreement.
3 2 Tenant agree^.'o occn the Demised Premises to the public on or about The eommencemen. date of
this tease snap be , or the date upon which Tenant opens the premises to itis public for business. v,nrcr.t. • ansa
I1151 occur. Occupancy of the Demised Premises by Tenant prior to the Commencement Dale shall be subject to all of the terms ono pro.is.:...9itf the..kease
excepting only those requiring the payment of rent. Landlord and Tenant each agree that at the request of either they will, following the CommencernentChl.:.
execute and deliver a recordable short form lease containing the basic provisions of this lease. acknowledging that Tenant has accepted possession. and
reciting the exact Commencement Date and termination date of this lease.
3 3 Landlord shall not be obligaled to proceed wdn construction on the Demised Premises unless and until financing acceptable to Lancloro is
ootainsd unless commttratenis for suen financing satisfactory to Landlotd have been oblained and all conditions to such commitments (other Ivan consltuc•
tion of Ins S..bo.^ing Center: shah have been fulfilled within twelve months following the E9timaled Completion Data. Landlord may so notify Tenant in wMing
wan.n trusty cat's following irie expiration of such twelve months period, and this lease snag thereupon cease and terminate anu each at the parties nereto
snail to released and Ciscnarged from any and all liability and responsibility hereunder. It Landlord can obtain financing only upon Ina nasis of mocdicat.on
of Inc terms and provisions of this lease. Landlord shall have the eight to cancel this lease if Tenant refuses to approve in writing any Sucn moddica ,on wdnrn
lateen days slier Lanelord'S request therefor. II such right to cancel is exercised. this lease Shag thereafter be nun and void. any security ceDositec
heieuncet small be returned to Tenant, and neither party snag have any liability to the other by reason of such cancellation.
ARTICLE IV. Rent 4.1 Rental shall accrue hereunder from the Commencement Date, and shall be payable at the place designated for ire delivery
of Pelices to Landlord at the time of payment. without set -oil or deduction, for any reason whatsoever, except as herern.provided.
- 2 Tenant Shan say to Landlord minimum guaranteed rental in monthly installments in the amounts specified in Section 1 1 (1) abcve The first sucn
monthly installment snail be due ono payable on or before the Commencement Date, and subsequent installments Shad be due and payable on or :store the
first Cay of each succeeding calendar month during the hereby Lease term. provided that it the Commencement Date is a date other than Inc first. Cay of a
caiencar month, theit3nall be due and payable on or before such dale as minimum guaranteed rental for the balance of such caleridat mcnin a sum ecuai
to that proportion of the rent specified for the Itisl full calendar month as herein provided, which the number of days from the Commencement Date to the
end of the caienoar monin during which the Commencement Date shall lag bears 10 the total number of days to such month, i
A 3 In Ine event Tenant fails to pay any installment of rent hereunder as and when such installment is due. Tenant shin say to Landlord on der .and a
late charge in an amount equal to live percent (5%) of such installment and the failure to pay Such an amount within Ion (10) days after cemano Inerefdr
shall be an event of delaull hereunder. Provision lot such late charges shall be to addition to all other rights and remedies available to Lancloro hereunder or
at taw or in egvdr and shall not aid aenalrwd so aqurdated demagog of ktmiting Laneterd's remedies m any manner.
A a In the event that during the prkmary term of this lease, or any subsequent option period. new Slate or local taxes are Imposed upon the income
from or activities which occur upon the property described in-
xhtbn herelo. Tenant shall pay as additional rental, upon demand, its or000rl.cnate Vale
of any sucn tax. Such increase shag be computed on the ratio that t e total are• of ins Demised Premises bears to the gross lesseable builoing area wiih.n
Ire Shopping Center from time to lime. Gross Ieaseable area of completed :,uadings is determined on the first day of January of eacn year.
S-In-adortiorr to the rnrnimum guarenleed ren�eF-TenenHJhalFalSO pay lo�andford: for seen calender year dvnngihe term el tnirte� peeeenla9
ental determined as follows: multiply the total gross sales made In of from the Demised Premises a_partrcuter-eateme r by the oercenla;
ental rate stated In Section 1.1(k) and subtract Irom the product h ained4he-minim u ranleed rental pard by Tenant to Landlord !or sucn calenoa
ear; the remainder (I any)is_Iba-pareeniage-renlar- rtR oarticutar calendar year The percentage rental snail be paid in mcnt•+ty insta•i•rsnis as fano.
nf=TUirrcay-ol-esewcalends rmont"uring-1ha-term 1-thn-le ase.-4enanl-snetl-pay-to-L-anolordrallef-aeetreling-4nertie om-Ine-minions
Page 1
Page 5 of 15
ress saes -pace •n or item !,e L-emisea Premises Outing such month. In Inc +vent that the total ct tilt monthly payments of percentage -rent for an
mincer rear is not equal to !ne annual perciiniage rental computed on the amount of gross soles lot such calendar a accordance wren the specslie,
ate. ►nen Tenant snail pay to Landlord any deficiency or Landlord shall refund to Tenant any overpaymen .,.as-th se may be, within sixty Cays atter th
nc o1 such calendar year. In no event shall the tent to be pard by =&calendar
adlord-t any calendar year be less man the annual minimur
uaianteed rental herein speclbed.
A 6 n this 1.826 should COmmenCe On a def Ther -Ili aar or terminate on a date other than the Iasi day of a calenda
ear, percentage rental for such ltraoional-parfl6l Ina calendar year following the Commencement Date or preceding The termination date, as the case ma
e. snail be paid a1 he_speciffr:0 ale for all sales made during such tractional part o1 a calendar year, after deducting from sucn percentage rental a
aymen l-� guaranteed rental tot such fractional period, such percentage rental to be pard in monthly installments as provided above with respec
a 7 Tne term "Gross Sales" as used herein SAO be construed to include the entire amount of the sales price, whether east a o nerwrse, of a
ales of mercnanoise (including gift and merchandise eertificales), services and other receipts whatsoever of all lou s nducted in or from lne Demise
remises, including mail or telephone orders received or filled at the Demised Premises, deposits not unit o purchasers, orders taken, allhougn sal
facts may be lilled elsewhere, sales to employees. sales through vending machines or he vices, and sates by any sublessee, concessionaire c
censee or otherwise in said premises. Each safe upon installment or credit ah led es a sale for the lull price in the month outing whicn such sal
as mane. urespeune or the time when Tenant receives payment d usiomer. No deduction shall be allowed lot uncollected or uncollectible Cleo
ccounls. Gross sates shall not include. however, art um ecled aha raid out lot any sates or direct excise tax imposed by any duly constitute
overnmenial authority, nor shall it include Ili xe�e of merchandise bee -oven the stow; of Tenant.d any, where such exchanges are mace solely tot In
onvenient cperation of the bull a enanl and not for the purpose of consummating a sate which has theretofore been mace in or krorn Ine Oemise,
rem,ses and •or for se of depriving Landlord of the benefit of a sale which otherwise would be made in or from the Demised Premises, nor to
mount of rehrrn'S to shippers or manufacturers, nor the amount of any cash or credit refund made upon any sale where the merchandise sold, or some pal
Ad denvef 10 L3ndlofd at IhQ plate where tentie is then payable a slatemetll 01 gross sales made during the preceding calendar month. In iddihOr w thi
rxty Cays aner Ine expiration of each calendar r far and within sixty days allot termination of this lease U this lease should nor ler �
inatt Ine end of
alendar year. Tenant shall prepare and deliver tri Landlord at the place where rental is then payable a statement of gr -saduring the precedin
mencar year (or partial calendar year), conlfted to be correct by an Independent eenifted public accountant. T19ant-sno urnish similar statements 1(
s licensees. concessionaires and subtenants, if any. AN such statements shalt be In such form as Landl y require. If any such candied slatemei
iscioses error in the ca.:ulation of the percentage rental for any period, appropriate adjuslmenl o ercentage rental shall be made, subject. howeve
o Landlord's tights under Section 5.3.
5.2 Tenant shall keep in the Demised Premises or at some other oealo n in - a permanent accurate set of books and record
I an sates of merchandise and revenue derived from busine ucled in the Demised Promises., and all supponing records sucn as tax repons. bankin
r cords, cash register tapes, sales slips and other 10s4brds. All such books and records shall be retained and preserved for at least twenty-four month
iter the end of the calendar year to which I relate, and shall be subject to inspection and audit by landlord and its agents at an reasonable times.
S 3 In the event Landlo of satisfied with any monthly statement or certified annual statement of gross sales submitted by Tenant. Landlord snag
ave the righl !o have dors make a special audit of all books and records, wherever located, pertaining to sales made in or from the Demised Premise
tiring Ine pe question 11 such statements are found to be kicorrect to an extent of more than two percent over the figures submitted by Tenant
enan pay for such audit Tynan► snail prompty pay to Lanck)rd any deficiency or Landlord shall promptly refund to Tenant any overpayment, as In
y-be-wn.eft-+S-eSlatilrSht`�-9yiueA-atfdd. —
ARTICLE VI. Common Area. 6.1 The "Common Area" Is the part of the Shopping Center designated by Landlord from lime to lime for the common
use of lit le• dine inti:;,..ng among olrief facilities, parking area. sidewalks, landscaping, curbs. loading areas. private streets and alleys. lignting facilities,
naewa:s, mals, restroorns. and other areas and improvements provided by Landlord lot Ine common use of as tenants. all of wnicn snail be subject to
Lanclo:d's sale management and control and shall be operated and maintained in such manner as Landlord in its discretion shall determine Landlord
reserves Ine right to change :tom Time to time the dimensions and location of the Common Area as shown on Exhibit A as wee as the location,dimensions,
rcenmy anti type of any ou,xting shown on Exhibit A and to construct additional buildings or additional stories on existing buildings or otnet improvements in
Ina Sr.00;•rr.g Center, and to elim.nale buildings from Ine plan shown On F,xhibil A. Tenant and its employees. customers. subtenants, licensees and
concessions res snail have Ine non•exclusrve right to use fire Common Area as constituted from time to time, such use to be in common wrin Landlord. other
tenams of Irie Shopping Ctnier and other persons permitted by Landlord to use the same, and subject to such reasonable rules and regulations governing
use as Landlord may from lime to time prescribe, including the designation of specific areas within the Shopping Center or in reasonaoie proximity ine•eto in
which automoories owned by Tenant, its employees, sublenants, licensees and concessionaires ;hall be parked. Tenant will furnish to Landlord upon recuesl
a comweie list of license numbers of an automobiles operated by Tenant. its employees, sublenants. licensees or concessionaires. Tenant span not so:rcif
business ar display merce.andise within the Common Area, or distribute handbills therein, or take any action which would inlerlere wan Ine rights of other
„eisons to use the Common Area without the prior written Consent of the Landlord. Landlord may lemporarsy.close any can of the Common Area for sucn
periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations.
6 2 Landlord snail construct al its sole cost and expense a hard surface parking arae within the Shopping Center as shown on Exh•bd A or in
reasonable proximity thereto. it being expressly agreed, however, that in addition to the flghls reserved to Landlord in Section 6.1 above, Land!ord may from
tune to lime substitute lot any parking area shown on Exhibit A other areas or mulll•levet parking facilities reasonably accessible to Ine tenants of Ine
Shopping Center, ,
ncluding, among other costs, those incurred for lighting, painting, cleaning, policing. Inspecting, landscaping, repairing, replacing, gua(din"nd-or
no parking tot and sidewalk sweeping which may be incurred by Landlord in its discretion (hereinafter referred to as "Comm mArea'Cits' ), including a
itowance in the amount of 10% of the Common Area Costs for Landlord's overhead and administrative costs an 1or-d reciation of maintenance equir
lent. and the cost of hazard and public liability insurance, but excluding depreciation of Landlor rig = nvestment to the Shopping Center. Th
roponionale share to be paid by Tenant of the cost of operation and maintenance of the om tea shall be computed on the ratio Thal Ine total are
I the Demised Premises bears to the gross leasable retail area of buildings w' IAA tng Center Irom time to time. Landlord may at its notion mak
+onthly or otner periodic charges based upon the estimated aID" o operation and maintenance of. the Common Area, payable in advance bi
uoject to adjustment after the e=any
ase-otThe actual cost for such year. Any such periodic charges shall be due and payaote with
o eays after delivery of notice th
6 a in the event ten t of Common Area Maintenance hereunder as and when such installment is due. Tenant snail pa
> Lanotoro on d.eman , ale charge in the amount equal to live percent (S%) of such installment and the failure to pay such an amount within ten (10) day
tier_gjamane-Thefeior sr -ad be an event of default heteuneer. Provision for such tate charges snail be in addition to an other lights and remedies available n
ARTICLE VII. Use and Care of Premises. 7.1 The Demised Premises may be used only for the purpose or purposes specified in Section 1.1 (n) above,
ane !or no other purpose or purposes without Ine prior written consent of Landlord. Tenant shall use in the transaction of business in the Demised Premises
the :race name specified in Section 1.1 (e) above and no other trade name without the prior written consent oLLanelord. Tenant snail not at any time leave
Inc Cemised Premises vacant. but shall in -900d lailh continuously Ihrdughout the term Of this tease conduct and carry on in Inc entire Demised Premises Ine
lvpe of business lot which the Demised Premises are Ielsed. Tenant shall operate its business In an efficient, high Class and,ieputabte manner so as to
r orccuce Ine maximum amount of sales from the premises, ano shall, except during reasonable periods for repairing, cleaning and decorating, keep the
premises open to the public for business with adequate personnel in allendance on all days and during all hours (Including evenings) estaolishea by
Lanoloro from time to lime as slots hours for the Shopping Center, and during any other hours when the Shopping Center generally is Coen to Ine public lot
business, except to Ine extent Tenant may be prohibited from being open for business by applicable law. ordinance or government regulation,
7.2 Tenant shalt not, without Landlord's prior written consent, keep anything within the premises lot any purpose which increases Ine insurance
premium cost or invalidates any insurance policy carried On the Demised Premises or other pan of the Shopping Center, Tenant shell pay as additional tent,
uccn demand of Landlord, any such increased premium cost due to Tenant's use or occupation of the Demised Premises. Aa progeny kept. stored or
maintained within the premises by Tenant -shall be at Tenant's sole risk.
7.3 Tenant shalt not conduct within the Demised Premises any fire, auction or bankruptcy sales or operate within the Demised Premises a --whose•
sale" or '*factory outlet" store, a cooperative store, a "second hand" store, a "surplus" store or a store commonly relerred to as a "discount house"
Tenant shall not advertise that a sells products or services at "discount "cut-price". or "cut•fale" prices. Tenant shah, not permit any objectionable or
unpleasant odors to emanate from the premises: nor place or permit any radio, television, loudspeaker or amplifier on the tool or outside Ine Deniseo
Premises or where the same can be seen or heard from outside the building, nor place an antenna, awning or other projection on Ine exterior of Ine
Demised Premises: not solicit business or distribute leaflets of other advertising material in Inc Common Area; not take any other action which would
constitute a nuisance Or would disturb at endanger olhet tenants of the Shopping Center or unreasonably intarlera with their use of their respecirve
premises: not cc anything which would tend to injure the reputation of the Shopping Center.
7.4 Tenant shall take good care of Demised Premises and keep the same free from waste at all limes. Tenant shall keep the Demised Premises and
srcewalks, service -ways and loading areas adjacent to the premises neat, clean and Ires Irom din Or rubbish at all times. and shall state all basil and
gqarbage within the Demised Premises In an area designated by Landlord. arranging lot the regular pick-up of such trash and garbage at Tenant's expense.
Aeteiving and celivery of goods and merchandise and removal of garbage and trash shall be made only M the manner and areas prescribed by Landlord.
Tenant snail not operate an incinerator or burn trash or garbage within the Shopping Center.
7.5 Tenant shall maintain all display windovis In a neat, attractive Condition, and -shall keep all display windows, exterior electric signs and exterior
lighting unser any canopy in front OI the Demised Premises Irgnted tram dusk until 11:00 P.M. every day. including Sundays and holidays.
Page i Page 6 of 15
7 6 Tenant snail include the address and identity of its business activities in the Demised Premises in all adverlistments made by Tenant in which the
address and identity of any similar local business activity of Tenant is mentioned.
7.7 Tenant Shan procure al Its sole expense any permits andticenses required for the transaction of business in the Demised Premises and oinerwise
comply win all applicable laws• ordinances, and governmental regulations.
ARTICLE Vill. Maintenance and Repair of Pramlaaa. 8.1 Landlord shall keep the foundation, the exterior walls (except special slate fronts; plate
glass: windows; doors: door closure devices; window and door frames, moulding, locks and hardware; and painting or other treatment of Interior and exterior
walls) and tool of the Demised Premises in good repair, except that Landlord shall not be required to make any repairs occasioned by the act or negligence
or Tenant, its agents. employees, subtenants, licensees and concessionaires, which repairs shall be made by Tenant. In the event that Inc Oemosed Premises
should become in need of repairs required to be made by landlord hereunder. Tenant shall give immediate Mrolten notice thereof to landlord. and Landlord
shall not be responsible in any way for failure to make any such repairs until a reasonable time shall have elapsed allot delivery of such written notice.
8.2 Tenant Shan keep the Demised Premises in good, clean eondoloon-and shall at its sole cost and expense make an needed repairs and replace-
ments. including replacement of cracked or broken glass, gxcept lot repairs and replacements required to be made by Landlord under Inc provisions or
Section 8.1 and Article XV and shall keep all plumbing units, pipes and connections tree from obstruction and protected against ice and fleeting. it any
repairs required to be made by Tenant hereunder are not made within ten days alter written notice delivered to Tenant by Landlord. Landlord may of its
option mare such recaus without liability to Tenant lot any loss or damage which may result to Its stock or business by reason at such repairs. and Tenant
snail pay to Landlord upon demand as additional rental hereunder We cost of such repairs plus interest at the rale of Ion percent per annum from the date of
payment by Landlord until repaid by Tenant. At the expiration of this lease. Tenant shall surrender the premises in good condition. reasonable wear and tear
and loss by lire or other casually excepted and shall surrender all keys lot the Demised Premises to Landlord and shall inform Landlord of all combinations
on locks. sales and vaults, it any, in the Demised Premises.
ARTICLE IX. Alterations. 9.1 Tenant Shall not make any alterations, additions or improvements to the Demised Premises without the prior wrinen
consent of Landlord, exdepl lot the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise celacing the
premises. All alterations. additions, improvements and fixtures (other than unattached, movable trade fixtures) which may be made of installed by eitner parry
upon the Demised Premises shall remain upon and be surrendered with the premises and become the properly of Landlord at the termination or Ihis lease.
unless Landlord requests their removal in which event Tenant shall remove the same and restore the premises to their original condition at Tenant's expense.
Any linoleum, carpeting or other floor covering which may be cemented or otherwise affixed to the floor of the Demised Premises is a permanent fixture and
shall become the property of Landlord without credit or compensation 10 Tenant.
9.2 An construction work'done by Tenant within the Demised Premises shalt be performed In a good and workmanlike manner, an compliance with ail
governmental requirements, and in such manner as to cause a minimum of Interference with other construction in progress and witn Inc transaction of
business in the Shopping Center. Tenant agrees to indemnify Landlord and hold it harmless against any loss, liability of damage resulting from such work,
and Tenant shall, of requested by Landlord, furnish bond or other Security satisfactory to Landlord against any such loss, liability or damage.
ARTICLE X. Landlord's Right of Access; Use of Root. 10.1 Landlord shall have the right to enter upon the Demised Premises at any reasonable time
for Inc purpose of insoecting the same, or 01 making repairs to the Demised Premises, or of making repairs, alterations or additions to adjacent premises. or
of showing the Demised Premises to prospective purchasers, lessees or tenders.
10.2 Use of the root above the Demised Premises is reserved to Landlord.
ARTICLE Xt. Signe; Ston Fronts. 11.1 Tenants shall not, without Landlord's prior written consent (a) make any changes to or paint the store front or
(c) insiat► any exterior righting, decorations or paintings or (c) erecl or install any signs• window or door lettering. placards. decorations or aavenising media
or any type which can be viewed from the exterior at the Demised Premises. excepting only dignified displays of customary type for Its display windows All
signs. decorations and advertising media shall conform in as respect to the sign criteria established by Landlord for the Shopping Center from lime to time in
ins exercise of its sole discretion. and snail be subject to the prior written approval of Landlord as to construction. method of attachment, site. snaae. he-gnl.
1'ignr,ng• color and general appearance. (See attached Sign Criteria.) All signs shall be kept In good condition and in proper operating order at ail times.
Landlord reserves the right to designate a uniform type of sign lot the Shopping Center to be Installed and paid lot by Tenant.
1:.2 Tenant sones to have erected and/or Installed and fully operative on or before the commencement dale of this lease as signs in accordance
with Landlord's sign criteria. The Tenant. upon vacation of the premises, or the removal or alteration of its sign lot any reason. shall be responsible lot Inc
repair, or replacement, of the building fascia surface where signs are attached.
ARTICLE XII. Utilities. 12.1 Landlord agrees to cause to be provided and maintained the necessary mains. conduits and cher facilities necessary
to supply water, electricity, telephone service and sewerage service to the Domised Premises, subject to any special provisions contained in Exh000l C.
Y.:=Tenant=hall-promptly-pay-afhehetgesAct eiecitk+ly, castle s telephone serv,eerscwetege-sernee and otnewtiM+es�v_t n d tans Be+*+*s
t, remises. Landlord may. it it so elects, furnish one or more utility services to Tenant. and in such eyanOenanr-shen pvr>;mal use of such services a
`
[is r ont tendered by Landlord, and shall pay on demand as ad eal4he-fGIeT-esI30 ilfieN7lherefor by Landlord which snail nor exceed the rales •n:c
ould be ch i+ etl for arviees-ll-Iurrlts ireclly by the local public utility companies..Lsndlord may at any lime discontinue furnisning any suc
12.3 Landlord shall not be liable for any interruption whatsoever in utility services.
ARTICLE XIII. Indemnity and Public Liability Insurance. 13.1 Landlord shall not be liable to Tenant or 10 Tenan:'a employees, agents or visitors. or
to any other person whomsoever, for any injury 10 person or damage to or loss of property on or about the Demised Premises or the Common Area Caused
by the negligence or misconduct of Tenant, its employees, sublenanis licensees or concessionaires. or of any other person entering the Shopping Center
under express or implied invitation of Tenant, or arising out of the use of the premises by Tenant and the conduct of Its ousiness therein• or arising out or any
breach or delaull by Tenant in the performance of its obligations hereunder: and Tenant hereby agrees to indemnify Landlord and hold it naimless from any
loss, expense or claims arising out of such damage of injury.
13.2 Tenant shall procure and maintain throughout the term of this lease a policy or policies of insurance, at its sole cost and expense. insuring ocin
Landlord and Tenant against all claims, demands or actions arising out of of in connection with Tenant's use or occupancy of the Demised Premises. or by
Ine condition of the Demised Premises, the limis•cl such policy or policies to be in an amount not 1053 than 5100.000 in tesoect of injuries to or ceatn cf any
one person, and in an amount not less than $300.000 in respect of any one accident or disaster, and on an amount nor less Inan 550.000 in resceci 01
propeny damaged or destroyed, and to be written by insurance companies satisfactory to Landlord. Tenant Shan obtain a written cotigation on Inc marl of
each insurance company to notify Landlord at least ten days prior to cancellation of such insurance. Such policies or duly executed centlocales or insurance
snail be promptly delivered to landlord and renewals thereof as required shall be delivered to Landlord at toast Ihiny cays proof to the expiration of trie
respective policy terms. 11 Tenant should lad 10 com(ily with the foregoing requirements relating to Insurance. Landlord may, but is not obligated to. oeia:n
such insurance and Tenant shall pay to Landlord an demand as additional tent hereunder the premium Cost thereof. plus interest at the rale of ten ;er cent
per annum from the date of payment by Landlord until repaid by Tenant.
13.3 Landlord and Tenant agree and covenant that neither shall be liable to the other for loss arising out of damage to or destruction of the Dern -sec
Premises or contents thereof when such loss is caused by any perils included within the Stale of standard fire and extended Coverage rnsut•
once polocy: this agreement shall be bonding whether or not such damage or destruction be caused by negligence of either party of their agents. empiooees
or visitors. Landlord agrees to carry fire and extended coverage to the extent required by its lender.
ARTICLE XIV. Non -Liability for Certain damages, 14.1 Landlord and Landlord's agents and employees Shan not be liable to Tenant :or any injury
to person or damage to property caused by the Demised Premises of other portions of the Shopping Center becoming out of repair or by detect on or failure
of equipment, pipes or wiring, or broken glass. or by the backing up of drains• or by gas, water, steam, electricity or oil leaking• escaaing or blowing into the
Demiseo Premises, nor shall Landlord be liable to Tenant for any jos& or damage that may be occasioned by or Inrougn.lris &cls or orniss.ons of crude tenao.:s
of Inc Shopping Center or or any other persons whomS6ever, excepting only (jury authorized employees and agents of Lancloro W,In tesoect to imeno at
• patent defects in the Demised Premises or in the buildinlr or wtucn they form s pail. Landlord's liability shall be limited 10 the recast o1 su:n defects wn-cn
kapiuty shall nor extend beyond (1) year from the dale O sub&tanlial completion of the construction of Inc Demiseo Premises. wnetnef or not such delec.s
are discovered within such one-year period.
14 2 Tenant shall pay as additional expense. upon demand• as proportionate snare of any increase in any year &her the first year or this tease in Lard -
lord's cost of carrying lore and extended coverage insurance on the Shopping Center Sucn proportionate share snail be computed on the ratio inat Inc 1.:131
area of the demised premises bears to the gross leasable area of the enure Shopping Center.
1.1.3 1n the event Tenant lads to pay any installment or expense hereunder as and when such installment is due. Tenant sAas pay to Lancloro Cn
demand a late charge on the amount equal to live percent (546) of such installment and the failure to pay such an amount withon fen (10) cavil &flet demand
Inerefol Shan be an event of oelaull hereunder. Provision tot such late charges shall be In addition to all other rights and remedies availaboe to Lancrord nese-
under or at raw or in equity and shall not be construed as liquidated damages or limiting Landlord's remediei in any manner.
ARTICLE XV. Damage by Casually. 15.1 Tenant shall give immediate written notice to Landlord of any damage caused to the Demosed Premises by
fire or other casualty.
15.2 In the event that the Demised Premises shall be damaged or destroyed by lire or other casually insurable under standard lire and txienced
cO"dage insutance and Landlord does not elect to terminate this lease as hereinafter provided. Landlord shall proceed worn teasonabis diligence and at is
soot cost and expense to rebuild and repair Demosed Premises, Il the building in which the Demosed Premises ate located shall (a) be destroyed or suo-
stanliaily damaged by a casually not covered by Landlord's insurance or (b) be destroyed or rendered unlenantable to an extent in excess of tiny Ger cent
of rine forst floor area by a casualty covered by Landlord's insurance, of (c) be damaged Io such extent that Inc remaining term of this lease is nor sufficient
to smonite ins cost of reconstruction, then Landlord may elect either to terminale this lease or to proceed to rebuild and repair the Cemosed Premises Land-
lord span give written notice to Tenant of such electron within sixty days alter Ina occurrence of such casually and it Landlord elects to teouild and repair small
proceed to do so with reasonable diligence and at els sole cost and expense.
15.3 Landlord's obligation to rebuild and repair under Ihis Article XV shall on any event be limited to restoring Landlord's Work as described in Exhibit C
to substantially the condition in wnoch the same existed prior to the Casually, and shalt be lusher liimiled to the extent of the insurance proceeds availaore to
Linwood rot such resioraioon, and Tenant agrees that. promptly alter completion of such work oy Landlord, i will proceed with reasansa-e d.t-gence and at
its sole coal and expense to rebuild, repair and restore els signs, lixluros. equipment and the olher items of Tenant's Worm as descrroed in Exn000l C.
Pape 3
Page 7 of -IS
IS . Tnman: •)t;rr!! Inal Curirg any period of feconsituction or repair of Ina Oemised Premises it will continue the Ooefalron Of Its buS,ntss within
the C:tTiste Premises to the exits practicable Outing the aefrod Isom Inc occurrence at Inc casualty unid Lanolora's itcaus are Completed. Inc minimum
=uarint!;^. tt^:ai S•'• id ce reCuceo 10 SUCn extent as r -ay be 'air ;Ina reasonaore under she circumstances. however. Ihere snail be no ioatemenl at Inc
:e•:tri:ayd:eniai and timer enargas proves^ea tat nerein
ARTICLE XVl Eminent Domain. 16.1 I) more than twenty per cent of the floor area of the Demised Premises should be taken lot any public of quasi
cu:tic use unoel any gov imneniat law, ofdnnanet of tegulalton or by fight of tmnntnt domain of by prwale pulchase in lieu theftol, this least snap letminalt
ono Mt fent stall tit abated fluting the unexpired portion of this (ease, ellectwe on the date physical possession it liken by the condemning authority.
16 2 11 less than twenty per cent of the floor area of the Demised Premises should be liken as aforesaid. Ibis lease shad not terminate• however, Inc
minimum guaranteeo rental (but not percentage rental) payable hereunder during the unexpired portion of tnts lease Shan be reduced in pr000mon to the
area :Jaen. eltecuve on Inc date physical possession is taken by the condemningq authority. Following such partial laking. Landlord shall make an necessary
recairs or alterations within the scope of Landlord's Work as described in Exhibit C necessary to make the Demised Premises an arcmieciurat wnore.
16 3 If any pail of the Common Area shad be taken as aforesaid, this lease shall not terminate, nor shalt the rent payable hereunder be reduced, except
[rat coiner Lanatoro or Tenant may lerminatf this lease it the area of the Common Area remaining following such laking plus any additional parking area
prcvreea by Landlord in reasonable proximity to the Shopping Center shad be less than seventy per cent of the area of Ina Common Arta immediately prof
to int laking Any election to terminate Iters lease in accordance with this provision shad be evidenced by written notice of lerminatron delivered to the other
party within thirty days alter the date physical possession is taken bV the condemning oulnofriy
16 a All compensation awarded for any laking (or the proceeds of private sale in lieu Ihereoll of the Oemised Premises or Common Area small be the
prcoerty of Lanworo, and Tenant hereby assigns its interest in any sucn award to Landlord: provided, nowever. Landlord small nave no interesl in any award
mace to Tenant for loss of business or for the taking of Tenant's textures and other properly d a Separate award for such d!ms rs made to Tenant.
ARTICLE XVII. Assignment and Subletting. 17.1 Tenant shall not assign or in any manner transfer this lease or any estate of interest Inerefn, of
subfel the Demised Premises or any part thereof, or grant any license, concession or other fight of occupance or any porton of the OemiSed Premises without
the prior written consent of Landlord. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's regents as
to any subsequent assigaunents and sublettings. Notwithstanding any assignment or subletting. Tenant and any guarantor of Tenant's obligations under Inns
tease shad at all times remain fully responsible and liable for the payment of life rent herein specified and for compliance with an of its other obligations under
Ines lease.
17 2 In the event of the transfer and assignment by Landlord of els interest en this lease and in the building containing the Demised Premises to a
person exotessty assuming Landlord's obligations under Ihrs lease, Landlord shad thereoy be released from any lunher obligations hereunder. and Tenant
agries to rook safety to sucn successor in interest of the Landlord lot performance al -such obligations. Any security given by Tenant to secure performance
of Tenant's Obligations hereunder may be assigned and transferred by Landlord to such successor in interest. and LanClord shall thereby be discharged 01
any further obligation relating thereto. ,
I 7 3 Tenant stall not mortgage, pledge or otherwise encumber its entered in this lease or In the Demised Premises.
ARTICLE XVIII. Properly Taxes. 18.1 Tenant shall be liable for all taxes levied against personal properly and trade fixtures placed by Tenant in the
Dem -sed Premises. 11 any such taxes are leveed against Landlord or Landlord's properly and if Landlord elects to pay the some or it the assessed value of
Landlord's property is increased by inclusion of personal property and trade fixtures placed by Tenant in Ina Demised Premises and Landlord elects to pay
the taxes oasea on sucn increase. Tenant snail pay to Landlord upon demand that part of sucn taxes lot which Tenant is prxnardy liable nereunder.
ommencemeni Date or outing any suoseouenf real estate lax year the general real estate taffies. assessments and governmental cnarges wee-7ga'mst !h
hocoing Center lot sucn lax year small exceed Ina general real estate taxes, assessments and governmental Charges Ie!j_q_A9atmV1ne Sh000ing Cente-
r the lots[ lull teat estate tax year after the Commencement Dale. Tenant shall pay to t.andiord. as additional ex n demand, a probortionate snarl
i sucn increase, ccmputea on the ratio that the total area of Inc Demised Premises bears to thers kit to building arca within the Shopping Conte
uludrng office space) Item time to time. The term 'first full teat estate tax year' shall was lea! estate lax year during wroth the leased premises sit
ave been originally occupied by the LESSEE under this or any prior lease. F ril year or partial lax year period. Ina gross leasable area of comclele
uildings snail be oeterriIined on the first day of January of such yet. h ayment to be made by Tenant lot the tax year in which roes lease terminates sna it
ear she same ratio to the payment which would be r ed -1 a made for the full tax year as the number of months of such tax year whicn elapsed prior
rmination of this lease bears to a lull lax
1E 3 In the event len nt..fa o pay any installment of expense hereunder as and when such investment is due. Tenant snag pay to Landlord o
errant a :ate cit r e mount equal to live percent (Stet of such installment and the ladure to pay sucn an amount within len (10) days after Ce nan
erre r a t an event at default hereunder. Provision for sucn late Charges small be in addition to ad other rignis and remedies avauabte to Lanafor
anaef 0"taaw of ret toudy-and-shaH-nol-be-construed-esiequfaale"amages-or-lemdmg-Liandloid=s-remedie"-antmanner.
ARTICLE XIX. Default by Tenant and Remedies. 19.1 The following events shall be deemed to be events of default by Tenant under this lease -
(1) Tenant shall fad to pav any installment of rent or any other expense demanded by Landlord as nerein provroeo and sucn la:lure snail can•
tinue for a period of ten days.
(2) Tenant snag fail to comply with any term, provisinn or covenant of this laiss. other than the payment of rent or expenses demanced by
Landowa and shag not cure such lailure within fifteen days slier written notice thereof to Tenant
(3) Tenant of any guarantor of Tenant's obligations under this lease shall become insolvent Or shalt make a transfer in Irsuo of creditors. Or
shalt make an assignment for the benefit of creditors.
( a) Tenant or any guarantor of Tenant's obligations under Ihrs lease shall lila a petition under any section or enaotet of Ine National Bankruoicy
Act. as amenced. or under any similar law or statute at the United Slates of any Slate thereof. at Tenant or any guarantor of Tenant's cokgations under
loris lease small oe adjudged bankrupt or insolvent in proceedings filed against Tenant or any guarantor of Tenanl'e obligations under this lease.
(S) A receiver or Trustee small be appointed for ins Demised Premises or lo( all or substantially ad of Inc assets of Tenant or any guarantor of
Tenant's obligations under this lease.
(6) Tenant shall deserl or vacate any substantial portion of the Demised Premises.
(7) Tenant snail do or permit to be done anything which creates a lien upon Ina Demised Premises.
(8) Business operated by Tenant shall be closed for failure to pay any Slate sales tax as required.
Upon the occurrence of any such events of default. Landlord shall have the option to pursue any one or more of the following remedies without any notice or
eemane wnalsoever
A Terminale this lease in which event Tenant Shall, Immediately surrender the Demised Premises to Landlord• and of Tenant farts to do so.
Landloto may, wanou) preluC:ce to any other remedy which he may have for possession or arfeatages in tent, enter upon and take-ossession of Inc
Demised Premises and expel of remove Tenant and any Omer put son who nilly be occupying said pto�tw:as or ..iy pail In..weal• by lord d n •t.1:r}.
without oerng kaote for prosecution or any claim of damages Uterotor: and Tenant agrees to pay to Lancia.: on demand the ':t wurl a.;
damage wnicn Landlord may sutler by reason of sucn termination• wbethet through inability to fele( Ina premises on satisfactory Isms or oeaer.• it
B. Enter upon and take possession of Inst Demised Premises and expel or remove Tenant and any caner person who may be occupying said
poems*% or any cart thereof, by force of necessary, without being liable for prosecution or any claim lot damages therefor. and, it Landlord to elects•
fele) the premises on such terms as Landlord may deem advisable and receive the rent thereto(: and Tenant agrees to pay to Landlord on demand
any eeliciency that may arise by reason of such retailing.
C Enter upon the Demised Premises by force it necessary without being liable for prosecution or any claim tot damages therefor• and cc
whatever tenant is obligated to do under the terms dl this lease: and Tenant agrees to reimburse Landlord on demand for any expenses wn,ch
Landlord may incur in thus effecting compliance with Tenant's obligations under this lease, and Tenant funher agrees that Landlord small not be kaote
for any Carriages resulting to the Tenant from such action. '
In Ire event Lancicrd elects to re-enter or lake possession of the Demised Premises alter Tenant's default. Tenant nereby waves notice of sucn re-entry or
repossession and of Landlord's intent to re-enter or retake possession. P,ursuil of any of the foregoing remedies shall not preclude pursuit of any otrer
nineties herein «rovxtea or provided by law, nor Shag pursuit of any other such remedy constitute a forteilure or waiver of any rent due to Landlord
hereancet or Of any damages accruing to Landlord by reason of Ina violation of any of the terms. provisions and covenants herein contained. Forbearance by
Laro.crc to enloice one or more of the remeoies herein provided upon sit', event of delaull shag not be deemed or construed to constitute a waiver of sucn
cetauft The Ices or carnage which Landlord may sutler by reason of termirrtaeon of this lease or the deficiency wising by reason of any retelling by Laneiotd
as acove provided. shag include the expense of repossession and any rep its or remodeling undertaken by Landlord following repossession. any Shan also
include the minimum guaranteed rental herein provided to( the period fro the date of an event at default uAltl the end at ins term of this tease plus a sum
equal to Int average annual percentage rental required to oe pard herein or by Tenant during the two annual periods, (excluding any period outing wn,ch
rent was abated• with proportionate adjustment therefor) wnmediately preceding the date of such termination or retailing (or d two rule annual periods nave
not then elaosea then the period between she Commencement Date of Ilii lease and the date of such lermination of reletting excluding any period outing
which rent was coaled with proportionate adjustment for partial annual periods) multiplied by the number of annual periods or portions thereof lading within
such period.
19.2 11 on account of any breach or delaull by.Tenant in its obligations hereunder. Landlord shad employ an attorney to enforce or defend any o1
Landlord's rights or remedies hereunder. Tenant agrees to pay any reasonable attorney's lees incurred by Landlord in sucn connection.
19.3 Upon receipt from Tenant of the sum stated In Section 1.1 (1) above, such sum shag be held by Landlord without interest as security for the
performance by Tenant of Tenant's covenants and obligations under this lease, tl being expressly underljtood that such deposit is not an advance payment
:f rental or a measure of Landlord's damages in case of default by Tenant. Upon the occurrence of any event of default by Tenant. Landlord may, from time
:o time. without prejudice to any other remedy provided herein or provided by law, use such fund to the extent necessary to make good any arrears of rent
and any other damage• injury, expense or liability caused to Landlord by such event of default, and Tenant shag pay to Landlord on oemane :he amount so
spot -ed in order to restore the security deposit to its original amount. It Tenant is not then in default hereunder, any remaining balance of sucn deposit Shan
be returned by Landlord to Tenant upon termination of this lease.
ARTICLE XX. Landlord's Lien. 20.1 Landlord shall have at all limes a lien lot, all rentals and other sums of money becoming due hereunder Iron
Tenant, upon all goods, wares, equipment. Ilxtures, furniture and other personal property situated In the Demised Premises, and such property shag no
q�e removed therefrom without the consent of Landlord until an arrearages In rent and other sums of money then due to Landlord hereunder shall firs
def 1
Page 8 of 15
have been paid. Upon the gccurience of an event of default by Tenant. Lan.;tord may, in addition to any other remedies provided herein or by law, or in
equity, enter upon the Demised Premises and take possession of any and all goods. wares. equipment, fixtures, lutnitum and other personal progeny
situated on the premoseswithout liability for trespass or conversion, and sell the same upon live days' wrinennotice to Tenant (said period of t•.me being herein afire ed
10 be reasonable) at public or private sate, with or without having such property at the sale, at which Landlord or its assigns may purchase, and aoGly the
proceeds thereof, less any and all expenses connected with the laking at possession and sale of the propertyy. as a credit against any sums due by Tenant
to Landlord. Any remaining sales proceeds shall be paid to Tenant. and Tenant agrees to pay any deficiency (onhwtlh. Alternatively, one lien heresy granted
may be foreclosed in the manner provided by law for Foreclosure of Chattel Mortgages or in any other form provided by law. The Statutory Lien to► Aent is
not hereby waived. the Express Contractual Lien herein granted being in addition and supplementary thereto.
ARTICLE XXI. Holding Over. 21.1 In the event Tenant remains in possession of the Demised Premises after the expiration of this lease and without
the execution of a new lease. it shall be deemtd to be occupying said Premises as a tenant from month to month at a rental equal to trio rental (nc►uc'ng
any percentage rental) herein provided plus twenty per cent of such amount end otherwise subject to an the conditions. provisions and obligations of this
lease insolar as the same are applicable to a month to month tenancy.
ARTICLE XXII. Subordination. 22.1 Tenant accepts this lease subject and subordinates 10 any mortgage, deed of trust or other lien presently existing
uoon Ina Oemised Premises or fhe Shopping Center as a whole. and to any renewals and extensions thereof. but Tenant agrees that any such mortgagee
snail have the right at any lime to subordinate such mortgage, deed of trust or other hen to this lease Landlord is hereoy rrtevocaoly vested with full power
and authority to subordinate this lease to any mortgage. deed of trust or other hen nerealter placed upon the Demigod Premises or the Shopping Center as a
whole. and Tenant agrees upon demand to execute such further instruments subordinating this lease as Landlord may request. provided such sucore'r,al'an
shall be upon the express condition that this lease shall be recognized by the mortgagee. ano gnat Ina rights of Tenant Shan remain in full force and ellect
during the term of this lease so long as Tenant shall continue to perlorm all of the covenants and conditions of this lease.
ARTICLE XXIII. Merchants' Assoclatlon. 23.1 In the event that Landlord shag organize a merchants' association composed o1 tenants in the
Shopping Center. Tenant agrees that it will join, actively participate, and maintain current membership in such association, will pay such dues and assess-
ments as may be lixed and determined from time to tame by the association and will comply with such group advertising, reasonable bylaws, rules and
regulations as may be adopted from time to lime by the association.
ARTICLE XXIV. Notices. 24.1 Wherever any notice is required or permitted hereunder such notice shall be in writing. Any notice or document
required or permuted to be delivered hereunder shag be deemed to be delivered whether actually received or nor when deposited in the Untied Slates mail.
postage prepaid. Certified or Registered Mad, Return Receipt Requested, addressed to the parties hereto at the respective addresses set out in Section t . t
above. or at such other addresses as they may have herealter specified by written notice.
24.2 II and when included with the term "Landlord" as used in this instrument there ere more than one person. firm or corporation, all shalt jointly
arrange among themselves for their joint execution of such notice specifying some individual at some specific address for the receipt cl notices and
payments to Landlord: it and when included within the term "Tenant" as used in this instrument there are more than one person. firm or corporation. an shalt
jointly arrange among themselves lot their joint execution of such a notice specifying some individual at some specific adoress for the receipt of notices and
payments to Tenant. All parties Included with the terms "Landlord" and "Tenant" respectively, shag be bound by notices and payments given in accorcance
with the provisions of this Article to the same effect as if each had received such notice or payment.
ARTICLE XXV. Miscellaneous. 25.1 Nothing herein contained Shan be deemed or construed by the parties hereto, nor by any lhtrd parry. as creating
One relationship of principal and agent or of partnership or of joint venture between parties hereto, it being understood and agreed that neiiner One method of
computation of rent, nor any other provisions contained herein. nor any acts of the parties hereto. Shall be deemed 10 Create any tetalronS110 belween One
parties hereto other than the relationship of landlord and tenant. Whenever hetuin the singular number is used. Ine same snail include the plural. and VatCs
of any gender Shan include each other gender.
25.2 The captions used herein are for convenience only and do not limit or amplify the provisions hereof.
25 J One or more waivers of any covenant. term or condition of this lease by either party Shan not be construed as a waiver of a suesequent zteacn
of the same covenant. term or condition. The consent or approval by either party to or of any act by the other party recurring such consent or aoorcval snail
not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act.
25.4 Whenever a period of time is herein prescribed lot action to be taken by Landlord. Landlord Shan not be liable or responstoie for and there shalt
be excluded from One computation of any such period of time, any delays due to crakes. trots, acts of God. shortages of tabor or maferiais. Vat. govern-
mental laws. regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord At any time Nnen
there is outstanding a mongage. deed of trust or Simitiar security instrument covering Landlord's interest in the Oem'seo Premises. Tenant may not e.erc:se
any remedies lot delaull by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage. deed of Irt.st or stmt'&( securtl•i
instrument shalt have received written notice of Such default and a reasonable time for curing such delaull shat! :herealter nave e;aosed
25.5 Landlord agrees that If Tenant shag perform all of the covenants and sgreemenls, herein required to be Oertormed by Tenant. Tenant snail.
subtecl to the terms of this lease. at an limes during the Continuance or this lease have the peaceable and quiet enjoyment and possession of One Demised
Premises.
25.6 This lease contains the entire agreement between the parties, and no agreemeni'sha►1 be effective to change, modify or terminate Ohts tease or.
whole or in part unless such agreement is in writing and duly signed by the party against whom enforcement of such change. modification or termination's
sought.
25.7 Tenant warrants that if has had no dealing with any broker or agent to connection with the negotiation or execution of this lease cher man
Landlord's broker, it any. In the event any agent or broker other than Landlord's broker, if any, shalt make a claim lot a commission or lee. Tenant snail be
responsible for payment thereof and thereby indemnifies and holds Landlord harmless from such Claim for Commission Or lee.
25.8 Tenant agrees that it win from lime to lime, upon request by Landlord, execute and deliver to Landlord an Estoppel Certificate in Lanctoro s form
cenilying that Iters lease is unmodified and in lug loree and effect (or if more have been modifications, that the same is to lull force -ono affect as to mcodted)
25.9 The laws o1 the Slate or Texas shalt govern the interpretation, validity, performance and enlorcemeni of this tease if any prov'ston o1 Oras
lease should be held to be invalid or unenforceable, the validity and enforceab'trly of the remaining provisions of this lease Shall not be allected Inereby
25.10 The terms, provisions and covenants contained to this tease shall inure Io the benefit of and be binding upon the parties hereto aro their
respective heirs. successors in interest and legal representatives except as otherwise herein expressly provided.
25.11 Landlord may, at cls option, at the time of the execution of this Lease or at any time during the term hereof, require a guaranty of the
obligations or the Tenant hereunder by a person, firm, or corporation other than Tenant, which guaranty shall be in a form satisfactory to Landlord.
Addendum I and Exhibits A through C are attached hereto and hereby made a pan of this Lease Agreement.
EXECUTED as of the date hereinabove stated.
TENANT:
LANDLORD: H.A. Sessions dba
M phis Place Mall
r /
By
Title
Page S
Page 9 of 15
Resolution No. 2000 80160
MEMPHIS PLACE MALL
ADDENDUM I
A. OPTION: Lessee is given an option to extend the term of this
Lease by a period of five (5) years. Lessee may exercise this
option at any time by notice in writing to -Lessor served at 1
least six (6) months prior to the end of the initial term, if
Lessee shall not be in default of the terms and conditions of
the lease. Except as the terms may not be relevant or
applicable, and except as to any further options, all the
terms and conditions of the Lease shall apply -for the extended
period.
B. HOURS OF OPERATION: Lessee hereby acknowledges that the
normal operating hours of the Mall are 9:00 A.M. to'9:00 P.M.
seven (7) days a week. Special arrangements will need to be
made with Lessor for any extended hours of operation for
ticket sales.
C. "CROWD" CONTROL: It shall be the sole responsibility of
Lessee to provide for the orderly conduct of Lessee's
customers and patrons when necessary.
Page 10 of 15
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Resolution No. 2000—
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Resolution No. 2000-80160
EXHIBIT C
WORK LETTER AGREEMENT
H. A. Sessions d/b/a Memphis Place Mall (hereinafter Lessor), and
Civic Lubbock. Inc. (hereinafter Lessee) are executing
simultaneously with this Work Letter Agreement a written Lease
covering the demised premises of square feet of gross
leasable area known as 3801 50th Street, Space , Lubbock
Texas 79413 (hereinafter Premises) as described in said Lease.
Lessor and Lessee mutually agree as follows:
I. Lessor is to provide at Lessor's sole cost and expense the
following items:
1. Suitable space as shown on , the attached Mall plan for
Lessee to construct and finish -out a store for ticket
sales and solicitation for civic events, as well as other
promotional events in the City of Lubbock.
II. Lessee agrees to provide at Lessee's sole cost and expense the
following items:
1. Prepare and submit to Lessor for approval plans and
specifications prepared by a registered architect
covering Lessee's construction and finish -out.
2. Construct and finish -out the premises in accordance with
the plans and specifications approved by Lessor.
3. Any work order changes requested by Lessee and ordered
during completion of the construction.
III. It is agreed that,. notwithstanding the date provided in the
Lease for the commencement thereof, Lessee's obligation for
the payment of rental thereunder shall not commence until
Lessor has substantially completed all work to be performed by
Lessor as set forth in Paragraph I. However, if Lessor should
be delayed substantially in completing said work as a result
of Lessee's request for work other than Lessors building
improvements work as stated in Paragraph I herein; or by
Lessee's changes in the said plans and specifications after
the Work Letter Agreement and Standard Gross Shopping Center
Lease forms have been executed or by interference with Lessors
reasonable efforts to complete the scheduled work in the
premises; then the commencement of the term of said Lease
shall be accelerated by the number of days of such delay.
Page 13 of- 15
STANDARD SIGN CRITERIA.
MEMPHIS PLACE MALL
LESSOR AND LESSEE agree that in order to foster an attractive and
contemporary image of Lessee's store and Memphis Place Mall as a
whole, the following sign criteria is necessary and must be followed
exactly. Deviations in this program will produce negative and un-
attractive results for both thelessee and .the Center. Lessee shall
'�. pay all costs associated with the purchase, installation, and main-
tenance of all of Lessee's signage.
EXTERIOR WALL SIGN: Lessee shall have installed, within thirty (30)
days of first occupancy (either fixturization or sales) a permanent
exterior wall sign in full conformance with the following criteria.
Signs not in full conformance may be removed and stored by Lessor,
at Lessee's sole cost and expense, if not corrected within ten (10)
days of written notice to Lessee; or Lessor may claim this lease in
default in accordance with the default provisions in the body of the
lease.
INTERIOR FACIA SIGN: Lessee shall also install a facia sign with the
same conformance provision as for the above exterior wall sign.
LOCATION: The exterior wall sign shall be located on the exterior
brick wall which fronts on 50th Street, and approximately centered
opposite Lessee's store. The sign shall be mounted flush to the
brick and shall not extend higher than the bottom of.the wood beams
which extend out from the brick, nor lower than the bottom of the
lowest existing sign. The interior facia sign shall be mounted on
the stucco over the.entrance to Lessee's store. '
SIZE: The exterior wall sign shall consist of one or two rows of
lettering, with the lettering being no'more than ten (10) feet in
length, and with each row of lettering being eighteen inches (18")
to thirty inches (30") in height. The interior facia sign shall be
no more than six (6) feet in length, nor more than eighteen (18")
inches in height.
Page 14 of 15
MATERIALS, LETTERING, AND LIGHTING: The exterior wall sign shall
be metal script or block letters. Lessee's logo may be included
also, at Lessee's option.' The,sign may be back-lighted only if
desired by Lessee, with electricity being drawn from Lessee's elec-
.trical meter. The interior facia sign shall be metal, wooden, or
plastic script or block letter in a style matching the exterior
wall sign. The interior facia sign shall be unlit.
COLOR: , The exterior wall sign shall be a buff color to match exist-
ing signage. The interior facia sign shall be painted gold to match
existing signage.
MOUNTING: The exterior wall sign shall be.so securely mounted as
to not pose a threat or problem of the sign breaking loose in high
winds. The exterior wall sign shall be mounted with anchors driven
into the mortared areas between bricks only. The interior facia sign
shall be mounted with anchors screwed into the stucco.
MAINTENANCE AND INSURANCE: The exterior wall and interior facia signs
shall be maintained in perfect working order, including fresh paint
when weathered, lighting entirely operable, and metal or other
materials complete and unbroken. Insurance, if.desired, is the sole
responsibility of the Lessee..
APPROVAL: Lessee agrees to submit to Lessor scale drawings of
Lessee's proposed signage, complete with copy. Lessee agrees not
to install any signage until the above-described drawings have re-
ceived written approval of the Lessor. Approval/Disapproval shall
be made by Lessor within five (5) days of submission of the drawings
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by Lessee. The approved drawings shall be attached to and made a
part of this Lease.
Page 15 of 15