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HomeMy WebLinkAboutResolution - 2000-R0160 - Addendum 2 To Lease Agreement - H.A. Sessions - Memphis Place Mall - 06/08/2000Resolution No. 2000-R 0160 June 8, 2000 Item No. 22A 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 for and on behalf of the City of Lubbock an Addendum No. 2 to a Lease Agreement, attached herewith, by and between the City of Lubbock and H.A. Sessions, and any associated documents, which Addendum No. 2 shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if full copied herein in detail. Passed by the City Council this 8th day of .Tune tWINDY fit, ATTEST: Krlyfll arnell, City Secretary APPROVED AS TO CONTENT: Tommy Gondlez, AssiY=t ay Manager APPROVED AS TO FORM: r l x/ 1 _N "` Donald G. Vandiver, First Assistant Attorney Ddres/Leasamen.res May 12, 2000 t. Page 1 of 15 , 2000. ATTES' Resolution No. 2000-R 0160 June 8, 2000 Item. No. 22A LEASE AGREEMENT Addendum No. 2 It is mutually agreed that the Lease Agreements heretofore entered into on the 28th day of March, 1990, by between H.A. Sessions dba Memphis Place Mall, Landlord, and Civic Lubbock, Inc., Tenant, covering the lease premises situated in the City of Lubbock, State of Texas, being further described as follows: Approximately 1,366 square feet Situated at 3801 — 50th Street, Suite 202 Lubbock,Texas 79413 In addition, Addendum No.1 was executed by the Landlord and Tenant on February 21, 1991 incorporating additional square footage of 120 square feet adjacent to the original square footage of 1,366 square feet for total square footage of 1,486 square feet. Furthermore, the Landlord acknowledges that the City of Lubbock has assumed the obligations of Civic Lubbock, Inc. pertaining to the original Lease Agreements dated March 28, 1990 and Addendum No. 1 dated February 21, 1991 between Civic Lubbock, Inc. and H. A. Sessions dba Memphis Place Mall. Landlord and Tenant are hereby agreeing to extend the original Lease Agreements dated March 28, 1990, and Addendum No. 1 dated February 21, 1991 as listed on Exhibit "A". The terms and conditions for Addendum No. 2 will be the same as listed in the original Lease Agreements dated March 28, 1990 and Addendum No. 1 dated February 21, 1991 with the exception of the finish out improvements and rental rates as listed on Exhibit "B". The parties to said Lease Agreement and Addendum No. 1 have executed Addendum No. 2 on the 8th day of June 2000. TENANT: LANDLORD: H. A. Sessions i By: Title: Managing Agent for H.A. Sessions Date: May 30, Date: City Attorney, age 2 of 15 2000 Resolution No. 2000-R 0160 Exhibit "All OFFICE oicg Q 7 OFflCE 5151 STREET DEUCE II p t II pCE II 9E ?,FLOOR PLAN 17 �� 110 11 16 12 AIM j RNTRANCI• • • • • • • . \. NURT11 W PST 50th STREET DAMA IrfAfrlr cp41r - 73.150 ..�., SITE_PLAM sa..�•.••.f \ scar [ r ,,. Page 3 of 15 Resolution No. 2000-80160 Exhibit 'B" Finish -out Improvements Landlord, at his sole cost, will replace all carpet / floor covering in all upstairs office space of approximately 1,486 square feet leased by tenant. Also, Landlord agrees to repaint all walls contained in tenant's space of 1,486 square feet. The replacement of carpet and painting of walls is subject to tenant's approval. Rent Schedule Lease Year (s) PSF Monthly Rent 06/01/00 - 05/31/01 $5.00 $619.00 06/01/01 - 05/31/02 $5.50 $681.00 06/01/02 - 05/31/03 $6.00 $ 743.00 06/01/03 - 05/31/04 $6.50 $805.00 06/01/04 - 05/31/05 $7.00 $867.00 Additional Rent — CAM 06/01/00 -12/31/00 $133.00 CAM reimbursements will adhere to the terms and conditions in the original Lease Agreement. Page 4 of 15 I Downstairs Resolution No. 2000—RO160 GROSS STANDARD COMMERCIAL Shopping Center Lease THE STATE CF Texas COUNTY OF Lubbock This tease, entered into this 20th day al —February hereinaner named. 19 .20_., by and between the Landlord and the Tenant, ARTICLE 1 Definitions and Carlaln Basic Provisions. 1.1 (a) "Landlord": H.A. Sessions dba Mem his Place Mall (b) Landlord's address: Westar Property Mariagement 7200 Quaker, Suite 12 Lubbock, Texas 79424 (c) "Tenant": Civic Lubbock Inc. (d) Tenant's malting address: Phone:. (e) Tenant's trade name: (1) Tenant's address in Shopping Center: 3801 50th Street - Lubbock Texas 79413 (g) "Demised Demi ckremises": in Memphis Place Mall Shopping Center. In the City of Lubbock County, Texas a store unit approximately feel in area, being approximately a lees by square Of outside walls and to the center of Interior walls). rest (measured to the exterior IN Lease term: Commencing on the "Commencement Date" as hereinafter defined and ending 60 monies lhereafler excect that in the event the Commencement Dale is a date other than the first day of a calendar month, said term small extend Ipr Said number of monies in aadrlion to the remainder of the calendar month 10110wing the Commencement Dale. 101 "Estimated Completion Date": (1) Minimum guaranteed rental: S 1.00 yye r 19 per oi (k) Percentage rental: �A wAIx payable in advance.K. (1) "Security Oepostl": S N/A payable upon execution of lease Agreement. (m) Initial estimated Common Area Maintenance charge: S- NIA (n) Permitted use: Ticket sales and solicitation for civics eventr month. s yasa wellIn asother 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 eherelo in oiner uovis'ons o1 this lease. ARTICLE II. Granting Clause. 2,1 In consideration of the obligation of Tenant to pay rent as herein provided and In consideration of the olher terms. n:ovenants and conditions hereof. Landlord hereby damrses and leases to Tenant, and Tenant hereby lakes Iron Landlord, the Oem'sed Premises as this l ed n Section 1.1 (g) TO HAVE AND TO HOLD card premises for the lease term specified n Section 1.1 (h), alfupon the terms and conC4rons set lorin n Itis lease. ARTICLE III. Construction and Acceptance of Premises, 3.1 Landlord shall proceed to construct a store unit upon the Demised Premises in com• 'Pante with the "Description of Landlord's Work" In Exhrbrl C allached hereto, with such minor variations as Landlord may deem advisable, and lender the )remises to Tenant. The Demised Premises shall be deemed to be ''Ready for Occupancy" when Landlord •cerlilies in willing to Tenant that Landlord has .ucslantiafly compleled Landlord's work• as described In Exhibit C. 11 the Demised Premises are not Ready for Occupancy prior to the Estimated Completion :ale. Landlord shall not be deemed to be in default hereunder or otherwise liable n damages to Tenant, nor shall the term of this (ease be al:et Co tpxeecl nal if lot any reason the Demised Premises are not Ready for Occupancy within erghleen months following the Estimated Completion Date. Tenant may at ivnicn s coiion cancel and termShall have inale this lease by written notice to Landlord delivered within Ihuly.days following the expiration of such eighteen months Period..n posit event ene�hee0em sed Premises ate Ready forfurther brOccupancy, Tenant agrees 10 arceplexcept possesS onithereof and to proceed wrd Shall repay to Tenant ilh due 0'1' ence to rl rm le woix described uncer "Description of Tenants' Work" In Exhrbrl C. all of such work to be performed in compliance with Ey imi C.d rent or s iaii Is xtures, furniture and equipmenl. Any Tenant Work causing venting, opening, 0( any altering of the tool small be per ormed by Landlord's adding to arc or t Tenant's expense. In Ina event of any dispute as 10 work performed or required to be performed by landlord or Tenant: the cerlJicate of Landlord's lch'rect or engineer shall be conclusive. By Inlllaling Tenant Work in the Demised Premises, Tenant shall be deemed to have accepted site same dna 10 ave acknowreogeo bias the same fully comply with Landlord's covenants and obligations hereunder• Tenant agrees to lurrosn to landlord a Cane and&le or ICcupancy from applicable local aulhoraies upon commencement of this lease agreement. 3 2 Tenant agree,: •o open the Demised Premises to the pubW on or r'boul is lease Snail be or the date upon which Tenant opens the premises to Itis The COmmencemen: Bate of iii occur. Occupancy of the Demised Premises by Tenant prior tO the Commencement Dale shall be Ptem'subject to all OI the terms dna roes s.:wn.c- tile• • .ceel'ng only those requiring the payment of rant. Landtoro and Tenant each agree that at the request 01 either they will. following hes Comm encernen.%'at'! xecule and deliver a recordable short form lease containing the basic provisions of this lease, acknowledging that Tenant has a.cepted lease :citing :me exact Commencement Dale and termination date of Ihrs lease. Possession, and 3 3 Landlord shall not be obligeled to proceed wiln construction on the Demised Premises unless and until financing acceptable Io Lanclerd is otained uniess eommirmenr7 for such financing ea11110CI0(y 10 Landlord have been oDlained ono ail conditions to such Commllmenie (Other Irian ncioto C• )n 01 ;ria Sr.00:ing Cents,: ;hall have been hiilllled within twelve months lorlowing Ih't E9Ixn81ed Completion Dale, Landlord may so (Orn Tenant ,n „.Ijuc. 'Imn ihitly ca)s:allowing irie expiration of such Iwet+e months period• and this lease snall thereupon cease dna terminate amu each of Inc Pru lad Ce released and o'scnarged from any and all liability and responsibility nereunaer, It landlord Can obtain financing only upon tris nasis or mocacat.On I Inc terms Ina provisions or this lease. Landlord shalt have the right to cancel this lease if Tenant refuses to approve in willingp io hereto leen days alter Landlord's request therefor. if such right to cancel is exercised, this lease shall Inarealler be null and vO d any secuir' y tceD si iec ereuneer snail be returned to Tenant, and neither party snail have any Ilabt6ly to the other by reason or such cancellation. ARTICLE IV. Rent_ 4.1 Rental shall accrue hereunder from the Commencement Dale, and shall be payable al the place designated lot ir.e delivery nct'ces to Lanclord at Inc time of payment• without set -oil or deduction, for any reason whatsoever, except as herein. provided. 2 7e^3n1 shall pay to Landlord minimum guaranteed rental in monthly installments in the amounts specified in Section 1 1 onihry sisla!iment shall De due and payable on or before the Commencement Dale, and subsequent inslaflmenis shad be due and p3yab evon Dr� afore ane sl Cay o1 eacn succeeding calendar month during the hereby Lease term: provided that it the Commencement Dale is a dale clher than Inc I:ts: cay of a iienc3r monln, there *Snail be due and payable on or before such dale as minimum guaranteed rental lot the balance of ;i !hal pr000riion of the tent specified tot the first lull calendar month as herein provided• which the number of days from the Commencement lsum Dae to the id of Me caienaar month during which the Commencement Dale shall fall bears to the total numger of days in such month, ecus' a 3 In Ina event Tenant tails to pay any installment or rent hereunder as and when such installment is due. Tenant shall l e charge in an amount equal to Irve percent (510 Of such installment and the failure to pay such an amount within ten (10) dato ys a alter cema o I.--ttelcr as be an event of default hereunder. Provision lotsuch tale charges shall be in addition to all other rights and remedies avadabie to Lancroto hultunaet qr ie.. ar in equity and ehxlt not b* eanelr Ued as rlgU'oled dameQee or I'miing Laiialard'e refnodies in any manner. I a In Inc event that during the primary term of this lease, or any subsequent option period, new stale or local taxes are n Oema imposed upon lite rcor^e int or actNii,es wnich occur upon the property aescrrbed n�hibil "0' hereto, Tenant shad a as additional rental• v any sucn lax. Sucn increase shall be computed on the ratio that aha Iola1 alp. -j1 no Demised Premises Dears to the gross leasesbIs budo'ng area Shopping Center from lime to lime. Gross leaseable area of completed Luitaings is dolaimined on the lust day of January of each-year.ot000rt,�naie s -are ------1celee n-"n10110w -mnimum- the puarenteetal yyd-toTenant-shell-413O-pay-lo tand!ord-lot-each-celross sales made In a( from Ina 00endor-year-during-ihe-fear'-ohlhis tee ^tat ate stated In Section i. (k)multiply subtract Isom the product jhsrs obIa>A.d-Ihe minrmv Pitt gu3ranl edirenlal paid by Tenant to Lanatoro :or sucn ca:enaa isrdereenlaq tenial _aid b ule Tenant 10 L yet Int Jercenia I At. :no remainder (d tOy) ,,; ,baperernlage-renlartdrTriI particular calendar year ;he percentage rental snail be paid in rrcntvy insta•r•renls as rant,. r-o'`"e'D "M—ft Mtn-cay-ol-eech-eaiendor-mont"unng-the-term ol-this-!ease-ienanl-sne!1-pay Io-Lanolotd cher deeaebng Ineteuam_Ine m'n'my G• Page 5 of 15 - •• v, rorcn11tr•Cat mOnTh-7 SvrmDf m0 ress saes —ace •n or berms !•til _emseo Premses swirl ^t1 tgdarlq tntpro°ad_oHhr-aereen+ege renHale soteJ td m„tt,pl ed Ili a t. then r rear s ndt cigar to the annual p y deficiency ef tie rental comp" d on the mountnOflgloss so ehat thels foral such ca ender yy�a Lin accdf�ance with Ine spot lie, acro nen tenant snap pay to Landlord any dine ten 1 or Landlord shall refund to Tenant any overpay Su��c „•a lend-C`Yse may be. "'t MOAln1y Payments of pwithin sixty Cays speer In roc of sucn ntal ncalendar year. a no event snap the lent to be pard by Tenant and retained b ndlord-tt�ny calendar year be less than the annual monomur uaranteed tenet herein soecdled, • 6 it this lase" should CommanCe on a d_alQ_OTher-1118 a (lilt day of a Calendar year or terminate on a date other than the past day o1 a calenca ear. percentage vernal lot such Iraslional parr o Il he calendar year loltotwng the Commencement Date or preceding the lermnatwn date, as the case ma e. shall be paid 011 he-Sptcif�ale for all sales made during such tractional part of a calendar year, after de°uctng from such percentage rental a, 6aymereem-ses ni"l ,mum guaranteed rental for such fractional period, such percentage rental to be pard tit monthly installments as provided above with respec ca7 The term "Gross Sales" as used herein shag be construed to include the entire amount of the sales price, whetherJ�nr-ells or otherwise, of a f mercnandise (including gill and merchandise ce(hlrcales), srrr%,ICes and other recerpls whatsoever of all bYWess�cted,n or Iron Ine Demise eS,,nclueirq mail or telephone orders received or lolled at the UemiSRO Premises• deposits not r undeo"lo purchasers, orders taken• althougn sal may be lolled elsewhere, sales to employees, sales through vending machines or Ther -d vices, and sales Oy any sublessee, concess�ona�re e or otroer,v se on said premises. Each sale upon installment or credit S�I)IiLbe tr�oas a sale for the lull price rn the month aging wnicn sucn oar cc ade. "respective of the lane when Tenant receives payment m-rfs�lomer. NO deduction shall be allowed for uncollected or uncollectible Cleo e Gross sales shall nil Include, however, er: ums-t ecled anal raid out Ior any sales or difecl excise lax unposed by anyuy constitutemenlal sulnorily, nor shall it include Ih�exenat o1 mercharruosa bet.,ran the stir.••; of 7erlanl. J any, where such exchanges are mace seely for InSnt cperafion of the bu i s o�nant and nil for the purpose of consummaing a sale whkh nesIherelofore bean msec n or prom the ly for nI s dna or •o�bcp ase of depriving Landlord of the benefit of a sale which otherwise would be made in or from the Demised Premises, nor fnt ofrefurrfs,o shippers or manufacturers, nor the amount of any cash or credit rotund made upon any sale where the mercnandse sold, or some pa..+s-Mefea►ter-retuned-brPutchese"nd-ace eFtrd-by-ftnant; nor-aateroHe^ant`s-fixture . RT►£fE-V. SsferHepplace rod Record!; g;} iJr>ror foreihe-i9lfrdey-of eacrr-calender month during therein of If>is lease: TenanryneH pit��aer ntl de•,ver ltl landlord at Ine place where renl.lr rt [hen payable a slalemertl of Qross sales made durinQ the preceding calendar month. In �dditiort wit rxly Cays net the expiration of each calendar r r:if and within sixty days allot lerminat[on of this lease if this lease should not 1!r inati t Ina end of spencer year (oil parllal catendarryea►)�r trnl eddeliver l.- Landlord at the to be correct by anace where IndependentCertified Publntal is then ic accounlable a statement nl� Te nanl;sR lurnrsn similar during rig statementsnts i1 r s licensees, concessionaires and sublenants, it any. All such statements shall be In such form as Landl rd may require 11 any such eenil,ed slaleme I iscloses error in Ine ca.;ulal,on of the percentage rental for any period, appropriate adjustment o ercentage rental shall be made, subject. howeve , o Landlord's rights under Section 5.3. 5.2 Tenant shall keep in the Demised Premises or At some other Iota ion in _ fail saes of merchandise and revenue derived from busing��S Boned In the Demised Promises. and all supporting records accurate set bl books and record r corns• cash register tapes, sales Slips and other S m olds. AN such books and records shall be retained and preserved for at least 1wentyrour monin �e pporting records sucn as lax repons. bankin Ilei the end of the calendar year to which Iyr>flale, and shall be subject to inspection and audit by Landlord and els agents at aft reasonable limes. 5 ] .In the even) Landlo ) ols-r>- sal,sl,ed with any monthly stalomenl or certified annual statement of gross Sales submgled by Tenant. Landlord snai arc the right to have is a od0 tors make a Special audit of all books and ►ecoids, wherever located, perlaning Io sales made In or Iron Ine Denis to tiring Ine pe question 11 such slatemenla aru found b be 1^correct to an extent of more Than Iwo percent over the figures Submitted byPremise Tenant ens �srla pav lot such audit iynanl snarl p,omptr� pay to LanClord any dtlociency or Landlord shall promptly refund to Tenant any overpayment, as in se ,Nay ee-wr♦.eq K es4ael,she2 ey even evA� . ARTICL'c VI. Common Ar"a. 6. t The "Common Area" is Iha pail of the Stropping Center designated by Landlord room time to time for the common use of sit It ants nu:.;,ng among 0 Idr Iacallies, parking area. Sidewalks, landscaping, curbs, loading areas. private slreels and alleys, kgnting facilities. roaewa • s, m:, rs, resfroorns, and other areas and improvements provided by Landlord for Ine common use of all tenants. all of which snail be suDleci 10 L set --eats sere management and control dna shell a operated and maintained in such manner as Landlord In its disuelion shall determine Landlord r enisly s nil tight to change from time to time the dimensions and location of the Common Area as shown on Exhibit A as wee as the location, dimensions. ,Centiry an;; type o1 any Ou,xt,ilg snnwn on Exnibe A and to construct additional buildings or additional stones on existing buildings or other improvements in the S1•.opl.•rg Center. and to elim•nale buildings 110m 11101 plat shown on F.xhobil A. Tenant and its employees. customers. sublenanls. licensees and concession,, res snail have from non-exclusive right to use the Common Ate& as constituted from time 10 time, such use 10 be in common wiln Lanoiord, other marls of Ine Shopping Canter and other parsons permitted by Landlord to use Ine some.and Subject to such reasonable fulls and regulations governing use as Lanatora may from Tome to time prescribe. Including the designation of specific areas within the Shopping wnic.n aulomoo,les owned Dy Tenant, ifs employees, sublenanls, licensees and concessionaires =hall be PareTenantCenivir will furnish o Lanor in ft3SOAaOle atoor0 upon^ ecu n a comc!ele list of license numbers of all automobiles opetaled by Tenant. its employees• sublenanls. licensees or concessionaires. Tenant span not so:,est c•l ,at sons to use, the Common Area business Of display meec►:and,se within the Common Area, oet distribute handbills therein, or take any action which would Inlerlere with Ine r,gnls at other rerwcS of time as may be necessary ito Prlthe Prior written consent event Ins Public from obtaining prthe escrriptve rights cr 10 may repairs orclose allersuo^:an of Ina Cpmmon Arta for Such t .13 sole cost and rrasonab a proximity mare o, constructall be ngsexpressly greed. howexpense ver. that int ddelon o parking lightsr-Im within the reserved o Landlord in Section 6.1 above. Landlord may from Aping Center as Shown on Exh:b,t A of in line to time substitute got any parking area shown on Exhrbil A other areas or mulll•level parking facilities reasonably accessible to Ine lenanls of Ine Shopping Center. inc:uaing, among ober costs, (hose ncurred for light ,,,�,,,,, ����"ronata-anere-ot Ine cast -of operalron-errs marrntnance-of�ttr,e Fammorrtrt no parking fol and sidewalk sweeping which may be n g u (f ed by Landlord in is discretion on (he Inspecting. inafe r (started l0aash9Comgu rC - ls"), ,nW61ecding a replacing. 9 0 and roltcun uowance ,n thin amount of t0% of fine Common Area Costs for Landlord's overhead and administrative Costs an��1o► d recialion of m IS"). a ince ecu, ent, and the cost of hazard and public liability insurance, but excluding depreciation of Land lor ortglrsb n Joi-dWIvesimenif ci the Shopping ropenoonale shale to be paid by Tenant of the cost of operation and maintenance of the� ommoriArea shalt be computed on the ratit Ce tori are I onlhlythe Demised Premises Dears to the gross leasable retail area of buildings w' in-Ih�opping Center Irom time to time. Landlord may at its option mar. Olecl or other Periodic charges based upon the estimated anWal-eos o operation and maintenance of the Common Area, paysoia ,n advance D u civ to aajuslvery atter the end of the year.on the ast"t-lbe actual cost for such year. Any such periodic charges shall be due and payaote with, 0 cava aper delivery of notice Ihereol, d a In the event Ten ail o pay any installment of Common Area Maintenance hereunder as and when such nslallmenl is cue. Tenant snail pa o ;anaiora on a�l an , ate cnarge in he amount equal to live percent (5%) o1 such installment ana the failure 10 pay such an amount winn en (10) day er c�mand-IFiereior ansa be an event of default hereunder. Provision to( such late Charges Shall be in aaaeion to an oiner rights and remedies available I ti �dW"0-hertvneet-or ;sl-raw-orw"Qud"nd-sha"011)e.construed-rsliqurdattd-damegesrorbmiting-tendlorcf"tmediesvv-eny-menner. 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 for no ane purpose or purposes 1(0)awithout roe proof wr,llen consent of Landlord. Tenant shall use ,n the transaction of business n the Demised Premises Ine :race name specified in Section 1.1 (e) above and no other trade name without the proof written consent ol,Landlord. Tenant snail not &I any time leave Ine Cemrsed Premises vacant, but shall on good la,lh continuously Ihroughoul the term of this lease conduct and catty on in Ine entire Demised Premises Ine tope of business lot which the Demised Premises are le5sed. Tenanl shall operate its business In an ellicient, high class anc14epu130le manner so as to Olecuce the maximum amount of sales from the premises, ano shall, except during reasonable periods lot repairing, cleaning and decorating, keep the Ciem,ses open to the puot,c lot business with adequate personnel in attendance on all days and during all hours (including evenings) established by une from time business to time as sora hours for the Shopping Center, and during any other hour$ when the Shopping Center generally is open Io the puohc lar . except Io the extent Tenanl may be prohibiled from being open lot business by applicable law, ordinance or government regulation. 7.2 Tenant all . without ior ;.rem,um cost of invalidates as est any insurance 1p Policy carre carriedwritten the Dem,sad Premise s ing Of Other panthe of the Sho ding yy Purpose which increases Inc insurance t:ccn demano of Landlord, any such increased premium cos, due to Tenant's use or occupation of IhepOern,s d Pt. Tenant $hall progeas ny kepllls oiled i, maintained within the premises by Tenant shall be at Tenant's sole risk. 7.3 Tenant shall not conduct within the Demised Premises any fire, auction or bankruptcy sales or operate within the Oem,sed Premises a sale" or *-factory outlet" store, a cooperative store, a '*second hand" More. a "surplus" store or a store commonly referred to as a "discount house ­ '*Cut -price"- shah not aavertse Ilial a sells products or services at "discount "cut-price", or "Cut -tale" prices. Tenant shall nal 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 Den,sed Premises or where the same can be seen or heard Iron outside the building, nor place an antenna, awning or other projection on Ine exlerior of Ine Demised Pa nuisance of would d.slulb or endanger other lanoinis at lhoremises; nor solicit business or distribute leaflets or other advenising material in Ina Common Area; nor lake any other action wh,cn would pin p emi�ses: not do anything which would tend to onjuis the repulallon of the Ehohoin9 Canlar or unreasonably interfere with their use of In resoeciive pp g Center, 7.01 Tenant shall lake good care of Demised Premises and keep the same (vee from waste al all times. Tenant shall keep the Demised Premises and s-eewalks, service -ways and loading areas adjacent to the premises neer, clean and Ire@ from dirt or rubbish at as limes, and shall Slott all lrasn and aroage within the Demised Premises In an area designated by Landlord, arranging lot the regular pick-up of such (rash and garbage at Tenant's expense, eceiving and eelivery of goods and merchandise and removal of garbage and bash shall be made only In the manner and areas prescribed by Landlord. Tenant snail not operate an incinerator or burn (rash or garbage within the Shopping Cenler, 7.5 Tenant shall maintain on display w,ndovt" In a heal, attractive condlllon, and shall keep all display windows, exlerior electric signs and ex,trsor lignl•ng unCer any canopy ,n Iron, of the Demised Premises lighted from dusk until 11:00 P.M. every day, including Sundays and holidays. Frgt r Page 6 of 15 7 6 Tenant snail include he address and identify of els business activities in the Demised Premises in all advtrtisem addttss and identify of any similar local business activity of Tenant is mentioned. trills made by Tenant in which Inc 7.7 Tenant shall procure at els sole expense any permits andlicenses required for the transaction of business in the Demised Premises and otherwise comply with all applicable laws, ordinances, and governmental regulations. ARTICLE VIII. Maintenance and Repair of Promisee, 8.1 Landlord shall keep the foundation, the exterior watts (except special state ItonlS: plate ggss: windows; doors; door closure devices; window and door frames, moulding, locks and hardware; and painting Of other areatmenl of Inferior and a$tellor watts) and tool Of the Demised Premises In good repair, except that Landlord shall not be required 10 make any repairs occasioned by the act or negligence of Tenant, its agents. employees, sublenants, licensees and concessionaires. which repairs shall be made by Tenant. In the event that the Demised Premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give immediate mitlen notice Inereol to Lanotord; Ana landlord Shall not be responsible in any way for failure 10 make any sucn repairs until a reasonable lime shall have elapsed alter delivery of sucn wnflen nolrce. 8.2 Tenant shall keep the Demised Premises in good, clean condition and shall at its sole cost and expense make ail needed repairs and replace - mems, including replacement Of cracked or broken glass, Jxcepl for repairs and replacements required to be made by Landlord under Ina provisions of Srclion 8.1 and Article XV and shall keep all plumbing units, pipes and connections free Irom obstruction and protected against ice and freezing. It any ieciaus requited to be made by Tenant hereunder are not made within len days aIle( written notice delivered to Tenant by Landlord. Landlord may it Its opl,on make such repairs without liability to Tenant for any loss or damage which may result to Is stock or business by reason of sucn repairs. and Tenant shalt pay to Landlord upon demand as additional rental hereunder Iris cost 01 such repairs plus inleresl a1 the rate of len percent per annum loom In,! date or payment by Landlord until repaid by Tenant. At the expiration of this lease, Tenant shall surrender the premises in good condition. reasonable wear and fear And loss by fire or other casually excepted and shall surrender all keys lot the Demised Premises to Landlord and shall inlorm 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 of Improvements to the Demised Premises without the pilot winlen consent of Landlord, exoepl for the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otnerwrse cefacing the Premises. All alterations, additions, Improvements and fixtures (other than unattached, movable trade fixtures) which may be made or Installed by eriner party upon the Demrsea Premises shall remain upon and be surrendered with Ina premises and become the properly of Landlord al the termination of ibis lease. unless Landlord requests their removal in which event Tenant shall remove the same and restore the premises to lhetr original conaifion ai Tenant's expense. Any linoleum, carpeling or other floor covering which may be cemented or otherwise affixed to the floor of the Dem,Sed Premises is a permanent fixture anzi Shan become Ina property of Landlord without credit or Compensation to Tenant. 9.2 All consiruclion work done by Tenant within the Demised Premises shall be per, in a good and workmanlike manner, in compliance wren all governmental requirements. and in such manner as t0 cause a minimum of interference with other construction In progress and wiln Inc transaction of business in the Shopping Center. Tenant agrees to indemnify Landlord and hold it harmless against any toss, liability or damage resulting from such work, and Tenant shall, if requested by Landlord, furnish bond or other security satisfactory to Landlord against any such loss, liability or damage. ARTICLE X. at rot the Purpose of inspeclmg,thRight same of of making repairs to thelDam slorded Premises, or Ofhave the tmakingto arepairs.=pQha1 ons or addritons 10aadjacent time or of showing the Demised Premises 10 prospeclrve purchaser!, lessees or lenders. 10.2 Use 01 the roof above the Demised Premises is reserved to Landlord. ARTICLE XI. Signa; Store Fronls. 11.1 Tenants shall not, without Landlord's prior written consent (a) make any changes 10 or paint the store front or (b) install any exterior lighting, decorations or paintings or (c) erect or Install any signs, window or door letlenng, placards, decorations or advertising media of any type which can be viewed from the exterior of the Demised Premises. excepting only dignified displays of customary type for ifs display windows All signs. decorations and advertising media shall conform in all respect 10 the sagn criierfa established by Landlord for the Shopping Confer from Ione to Time in l Inc exercise o1 is sole discielon, and snail be subject to the prior written approval 01 Landlord at 10 construction, method of attachment. sue. snape. he,gnl. Iignting, color and general appearance. (Sea attached Sign C(Ilarta.) All signs shall be kept In ood condition and in proper operating order al an limes. Landlord reserves the right to designate a uniform type of sign for the Shopping Canter to be Installed and paid for by Tenant, 1:.2 Tenant agrees 10 have erected and/or Installed and fully operative on or before the commencement dale of In,% less, as signs in aCCO(aance with Landlord's sign criteria. The Tenant. upon vacation of Ili, premises, Or the removal or allerstion of its Sign lot any reason, shall be responsible lot Ina repair, or replacement, of Ino building fascia surface where signs are attached. ARTICLE XII. UIIIIUI$. 12.1 Landlord agrees to cause to be provided and maintained the necessary mains. conduits and cher facilities necessary 10 supply water, electricity, telephone service and sawe(age service to the Demised Premises, subject to any special provisions contained in EAhioil C. Y.: -Tenant shanpromptly-pay-elf-ehergesAor-electrkily, welef gee telephone !er»Cs sewerage lerwCe ens piner vfaillea luf remises. Landlord may, it II so elects, furnish one or more utility services to Tenant. and in suc"Yerk Tensm! shag parznai" of C �, �y°a re teneered by Landlord. and shall pay on demand as adds i natleatal rhe teles eSfaQfi3h�herelor by Landlord which Snap not exceed the rales .+n:c. ould De Charged for mils,rvieel d IrrrnrsrrFiTdirectly b the local public utility companies. Landlord may at any lane discontinue lurnisnin9 any s, c ernC�withoa bl.galroMo-ienanf-other-thenl"onneel-lhei)emiSed-Premises-to-the-pubkcvfilily,-it-any, (nmtshmg-Sven-sen,ic . 12.3 landlord shall nor be liable lot any interruption whatsoever in utility services. ARTICLE XIII. Indemnity and Public Uablllty Insurance. 19.1 Landlord shall not be liable to Tenant or to Tenant'- employees, agents or vis:lors. cr to any other person whomsoever, for any injury to person or damage 10 or loss Of property on or about the Demised Premises or the Common Area caused by Ina negligence or misconduct of Tenant. Its employees, sublenants, licensees or concessionaires. or of any other person entering Ina Shopping Center under express or implied invitation or Tenant, or arising out 01 the use of the premises by Tenant and the conduct at its lousiness therein, or arising ol-.I or any breach or default by Tenant In the performance Of its obligations hereunder: and Tenant hereby agrees 10 indemnity Landlord and hold I narmtess from any loss, expense or claims arising out of such damage of injury. 13.2 Tenant shall procure and maintain Ihrbughout the term of this lease a policy or policies OI insurance, at its sole cost and expense. insuring ocin Landlord and Tenant against All claims, demands or actions arising out or or in connection with Tenant's use or occupancy o the Demised Premises, or by Inc condition of he Demised Promises, the limns 01 Such policy or p011ctes to be in an amount not lass than S 100,000 In tas0ect of injuries to or teeth ct any one person, and in an amount not ►est than S300,000 in respect 0f any one accident or disaster, and in an amount not less hen riesS501 0o m roseola of ptopeny damaged or destroyed, and 10 be written by Insurance companies satisfactory to landlord. Tenant shall Main t widen oofigaa0n pit Inc rail of each insurance company to no111y Landlord at least len days prior to eancellalion oI such Insurance. Such policies or duly executed cerlilicates or insurance snail be promptly delivered t0 Landlord and renewals thereof as required shall be delivered l0 Landlord at least thirty Cays prior to the expuatidn of !tie resoeclive policy terms. If Tenant should tail to com(rly with the foregoing requirements relating to Insurance. Landlord may, but Is not 001igaleo to. obia:n sucn insurance and Tenant shall pay 10 Landlord on demand as additional rent hereunder the premium cost thereof plus interest at the rale u1 len C per annum from the date of payment by Landlord unlit repaid by Tenant. to cent 13.3 Lanotord and Tenant agree and covenant that neither shall be liable to the other for loss arising out of damage to or destruction of the Dem -sec Premises or contents thereof when such loss is caused by any perils Included within the Slate of ante policy; this agreement shall be binding whether Of not Such damage or destruction be caused by negligence of a thetrrparty Cr their Agentse mpi0 eels or visitors. landlord agiees Io carry lire and extended coverage lO the extent required by its lender. ARTICLE XIV. Non-Uablllty for Certain Damages, 11,1 Landlord and Landlord's agents and employees shall not be liable to Tenant :or any injury to person or damage to property caused by the Demised Premises or other porlions of ilia Shopping Center becoming out at repair or by defect in or ladure of eQuomenl, pipes or wiling, or broken glass, or by the backing up of drains, or by gas, water, sleam, electricity or oil leaking, escaping or blowing into me Dem,seo Premises, not snail Landlord be liable to Tenant lot any loss or damage that may be occasioned by or Inrough the acts or omiss.ons of airier Ienat.:s or Inc Shopping Centel or of any other person$ whoms6ever, excepting only duly authorized amployses and agents of Lanciora W,in tesoecl o i.neni Or r parent defects in ins Demised Premises or in the buildinb of whicn they loom A part. LanalOfd's liability shall be limiiea to the recall of suzn defects wn,cn atellaolhlyC,S Solas not within extend beyond (1) year (tom the dale o substantial completion of the Construction of the Demised Premises, nne:ner or not such OeteC;S are discovered within such one-year period. 14 2 Tenant shall pay as additional expense. upon demand, its proportionate $nate of any increase 1n any year Sher the first year OI Ihis ease in lana• lord's cost of carrying lire and extended coverage Insurance on the Shopping Center Sucn proportionate share snail ba computed on the ratio anal Inc1•: area of the demised premises bears to Ili, gross leasable area of the entire Shopping Conte(, Ial 14.3 In the event Tenant Tails to pay any Installment or expense hereunder as and when such installment is due, Tenant Sria11 pay 10 Lanclord cn demand a late charge in the amount equal to live percent (Sri) of such installment and the lailure to pay such an amount itnrn ten ( Into Clot than 10) esus ,ler Gemara be an event o1 default hereunder. Provision for such tale charges shall be in addition Io all other tights and remedies available to % &Ile,rd here. under or at law or in equity and shall not be construed as liquidated damages or limning Landlord's remediei in any manner. ARTICLE XV. Damage by Casualty. 15.1 Tenant shall give Immediate written notice to Landlord of any damage caused to the Demised Premises by lire or other casually. 15.2 In the event that the Demised Premises shall be damaged or destroyed by lire of olher casually Insurable under standard fire and e■Iencea co�erage insurance and landtord does not elect to terminate this ease as hereinafter provided,Landlord small proceed with ressonabe a.gence Ana as is sole cost and expense to rebuild and repair Demised Premises. If the building in which the Demised Premises are located shall (a) be destfoyeo or sue sianoally damaged by a casually not covered by Landlord's insurance or (b) be destroyed or rendered unienantaote to an extent in excess of holy Ger cent Of Ile first floor area by a casually covered by Landlord's insurance, or (c) be damaged to such extent that Ina remaining term 01 this lease is not sufficient to amonize Ina cost or reconstruction, then Landlord may elect either to terminale Ibis lease or to proceed 10 rebuild and repair the Cemised Premises Lano. lord snail give wrillen notice to Tenant of such election within sixty days after the occurrence of such casually and if landlord elects l0 rebuild aro rer proceed 10 do so with reasonable diligence and at its sole cost and expense. all sled ation to uild epair under icle l in to subslantiany therconadton in wnichbthe same re fisted prior 110sthetcasually, alnd shall to I be furtheevent be r lima ed to theited re lent Landlord's Work he insurance described ave lab of to Lanooro for such resioralion, and Tenant agreesthat. promptly after completion of sucn work by Landlord, it will proceed wain reasanaa.e o,l.gence Ano ai 'is sole cost and expense to rebuild, repair and tesora its signs, lixlures, equipment and Ind other items or Tenant's Work as oescrioed in Exnio,i C. Page 3 Page 7 of 15 '15 : `-an:.1y.•rts ;nal Curerg any period 01 teCOnslruC:iOn of ropair 01 Ina Demised Pramises it wig Conlinue the operation of di business within Inc Ztm.sdC PitmrstS 10 the axllnl praCGC30e Ouieng :nt Def:do from Ind occurrence at Ine Casualty until Lanolotd'S ftOairS ale Completed. Ine minimum :uarants+c :t^.:ai ;..^..ed Co. tleuCto 10 SUCK txllnl as ^dy oil 'art :110 IeaSOnaole under the Circumstances. however, (here Snail be no i33lemenl of the :e':dn:ayd imide ano condo CAargrs pfOvlCtd:3r herein AA's.'-LE XVI Eminent Domain. 16.1 II more than twenty per cent of the floor area of the Demised Premises should be taken lot any public or quasi cu:tec use unoet any gpvefnmental law, oldlnantt of regulation or by light of tmfntnl domain of by pltvall pulthasl in Ittu Ihtftol, this Itasl Sh1A Itlmenlll enc :rt fent st:alt be aoaled outing the unexpired ponlon of this lease, elleChve on the dale physical possession is liken by the condemning sulnortty. 16 2 II less Ilan twenty per cent Of the floor area of the Oemised Premises should be taken as aforlSaed, this lease shag not terminate, nowever, the mn:mum guaranteed rental (but not percentage rental) payable hereunder during the unexpired portion of Ihrs lease snag be reduced in pr000mon to the area taken, ttlective on Ine date physical possession is taken by the condemning aulhofdy. Following such partial laking, Landlord snail make as necessary re-Carrs of alterations within the scope at Lanaloid's Work as described in Exhibit C necessary to make Ine Demised Premises an arcnrteclural wnole. 16 3 11 any pail of the Common Area shall be taken AS aforesaid. this lease shall not terminate, not shag the tent payable hereunder be reduced. e■CtDI Mal eelner Landlord or Tenant may lermnale Ihrs lease if the area of the Common Area remaining following such taking plus any additional parking area prcvicea by Landlord in reasonable proximity to the Shopping Center snap be less than seventy per cent of the area of Ine Common Area ernmeoialeiy prior 10 Ifle taking Any electron 10 terminate this lease in accordance with this provision shall be evidenced by written notice at lermnatron delivered to one ofner p•irty wenn Ininy oays after Ine date physical possession is taken by Ine condemning oulnonly 16 a All compensalion awarded for any taking (or the proceeds Of private sale in lieu Ihereofl of the Demised Premises at Common Area snail be Ine DrcOttty of Lanwora, and Tenant hereby assigns els nleresl in any such award 10 Landlord; provided, nowever. Landlord snap nave no interest in any award mace to Tenant for loss of business or lot the taking of Tenant's fixtures and other properly if & separate award for such dams rs made to Tena:11. ARTICLE XVII. Assignment and Subletting. 17.1 Tenant shall not assign or in any manner transfer this lease or any estate of interest Inerern, at Sublet the Demised Premises or any pan Ihereol, or grant any license, concession or other light of occupance or any ponlon of Ine Demised Premises wrinoul Ine prior written consent of landlord. Consent by Landlord to one of more assignments or sublettings shall not operate as a waiver of Landlord's rignis as 10 any Suosequenl assegnmenls and sublenngs, 1401wilhstanding any asiignmenl or subletting, Tendril and any guarantor at Tenant's obligations under Ines lea e s leasese d &t all times remain fully responsible and liable for the payment PI life rent herein specified and for compliance with all of its other ooligations unCet 17 2 In the event of the lranster and assignment by Landlord OI its interest in this lease and in the budding Containing the Demised Premises to a person expressly assuming Landlold's Obligations under this lease. Landlord shall Ihereoy be tetessed from any funher obligations hereunder, and Tenant agrees to look solely to sucn successor in interest of the Landlord lot performance of-sucn obligations. Any securely given by Tenanl to secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to such successor in interest, and LanCloid shall thereby be discnalged of any lunner obhgalion relating Iherelo. 17 3 Tenant shall not mongage, pledge of otherwise encumber its inlefesl In This lease or in the Demised Premises. ARTICLE XVIII. Property Taxes. 18.1 Tenant shalt be liable for all taxes levied against personal property and trade fixtures placed by Tenant in Ine Dem-sea Premises. If any such taxes ate levied against Landlord or Landlord's property and it Landlord elects to pay the same or it the assessed value of Laneiord's property is lncteased by inclusion of personal property and bade llxlures placed by Tenant in Ine Demised Premises and Landlord elects to pay Ine rases oased on such increase. Tenant shad pay to Landlord upon demand that part of such taxes lot which Tenanl is primarily liable hereunder. 8 s L nclotoi"esPonsible-lorrendenng-andpayng-reaheSteIe-taxerloriht-Shoppmg•Eeroer-ll-durngihe-second-IuH-teel-esIat"ar-year�r.ln rine ncemenl Date at outing any subsequent real evale tax year the general real estate taxes. assessments and governmental cnarges vsea-2gainsl In g Centel lot such lax year snail exceed the general real eslale taxes, assessments and governmental Charges levee gains rte Shopping Cenie irst hull real estate lax year aper Ine Commencement Dale. Tenanl shall pay 10 l.andlow, as additional ej e, n demand, a proportionate snat increase, cempuled on the ►1110 that the total area of Ina Demised Premises Dears 10 Inegrass-lee pia bu,b,ng area wdhn ine Snooping Cenle ng office space) Ircm time to lime. The term "first lull teat estate tax year" Shall a"heal estate lax year during which the leased premises sin I en originally occupied by the LESSEE under Itis or any prior lease, F anylttx year or parliat lax year period, Ina gross leasaole area of edmj tele s shalt be oelerrgine0 on Ine first day of January of such ya�t-Th eymenl 10 be made by Tenant for the lax year In which Ines lease lermenales sin rl ear the same ratio to the payment which would be rLguuad-tame made for the full tax year as the number of months of such tax year whecn elapsed prior 13 rminaleon of this lease bears to a lull lax�Sar� IE 3 In 11e even) le"n pt faddy any lnstallmenl of expense hereunder as dna when such ns:allment is due. Tenant snarl pay to Landlord 0 tr'anc a :ate cin r s-m-orne amount equal to live percent Will of such installment and the failure 10 pay such an amount wdhn len (10) days after Ceman terror e r an event of default hereunder. Provision for sucn lair Charges Snarl be in addition to ad other tgnls and remedies avaJaole 10 Landloe P,Mrsndet-or,al-taw-oven-equity,and-aheH-nol-breonstfued-0siequrdale"ameges or6mring-L-enaloid'rremedref+n-any-manner ARTICLE XIX. Default by Tansnt and Remedies, 19.1 The following events shall be deemed to be events of default by Tenant under this lease, (1) Tenanl shall lael to pay any installment of tent or any other expense demanded by Lanaloro as hereon provided and sucn Ia:lure snarl con- tinue for a period of ten days. (2) Tenant snail fail to comply with any loom, provision or Covenant of this lease, other than the payment of rent at e.panses demancea by Laneoord ane snail not cure Such failure within billion Pays slier written notice thereof to Tenant, (3) Tenant or any guarantor of Tenant's obligations under this lease shall become insolvent, or Shalt make a transfer in fraud of Creditors, or shall make an assignment for Ine benefit of creditors. (4) Tenant or any guarantor of Tenanl's obligations under this lease shall file a cieaaon under any section or cnaoier or the National Bankruolcy act. as amencea, or under any similar law or statute of no United States or any Stale thereof, or Tenant or any guarantor of Tenants 6oi gatrons under Ines lease snag be adjudged bankrupt or insolvent in proceedings hied against Tenant at any guarantor of Tensnl's obhgahons under this lease. 15) A receiver or Trustee snail be appointed lo( Ine Demised Promises or for 311 or substantially all of Ine assets of Tenanl or any guarantor of Tenant's obligations under this lease. (6) Tenanl snail desert or vacate any substantial portion of the Demised Premises. (1) To enanl snail do or permil Io be done anything which creates a lien upon the Demised Premises. (8) Business operated by Tenanl shall be closed lot failure to pay any Stale sales lax 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 demand wnalsoevef A Termnale this lease in which event Tenanl shall Immediately surrender the Demised Premises to Landlord• and it Tenant lads to do so. Lan01d10 may, wolreoul prejuc:ce to any other remedy which he may have for possession or affearages in lent, enter upon and lake Cossessan at Ine Demised Premises and expel or femovr Tenani and any ofner FUr9on who noy be occupying said plemr:OS dr _.iy 1;311 Int tel. by :orct d r. .;;s; •. without tieing haote lot prosecution or any claim o1 Carriages uierolor-, and Tenanl agrees to pay to Lancicrj on demand Ilse ::r.,:unl ; .., ;, Camage wn,ch Landlord may suffer by reason of such termination, wbolher through inability to total one premises on salesiac:ory Ityoms or otatrr. ,t B. premises onany pate the oter upon and ior, bke y force it necessarn at ina yemisea w thou Premises ng liable 101 proleeculron or any claim oe osmspsolnef 11 Iner♦lorson virnand �if Lsnn ora sbe yo s elc s. relel the premises on such terms as Landlord may deem advisable and receive the rent Iherelo(: and Tenanl agrees to pay to Landtofd on demand any Ceficiency that may arise by reason of such reletting. C inter upon Ine Demised Premises by force rl necessary without being liable lot prosecuieon or any claim lot damages inerelor, and co wnaleveo Tenant is obligated 10 do under Ine terms of this lease: and Tenanl &glees Io reimeouise Landlord on demand for any espensts wn,cn Landlord may incur in thus elleclrng Compliance with Tenant's obligations under this lease, and Tenant funkier agrees trial Landlord snail not or l,abte for any damages resulting 10 the Tenant I►Om such action. • In ire event Lancicrd elects to re-enter Or take pOSshsslon Of Ine Demised Premises after Tenant's default. Tenanl nereby waves notice of such re-entry Or repossession and of Landlord's intent to re•enler or retake possission. Pursuit Of any of the loregoing remedies shall not preclude pursuit of any otrer oernec:es herein ;roviaea or provided by law, not Shall putsuel of any other such remedy constitute a lorleelure or waiver of any rent due 10 Lanciora heie.,ncer or c: any oamages accruing to Landlord by reason PI Ine violation of any of the terms, provisions and covenants herein contained. FOroearance oy Lar.d.oic to enforce one or more of Ine remedies herein provided upon an event Of debaull shall not be deemed or construed to Constitute a waiver of sucn ceiaun the less or Cartage which Landlord may suite( by reason of termination of this lease Or the deleciency arising by reason at any reletting by Lanciotd as stove provided, shall include the expense Of repossession and any repairs Or remodeling undertaken by Landlord following repossession, and snail also inCWOe Ine minimum guaranteed rental herein provided for the period from the dale of an event of delaull uAld the end of the term of this tease plus a sum eaual to Ine average annual percentage rental required to be pard hereundor by Tenanl during the Iwo annual periods, (excluding any period outing wnrcn rent was soiled, with proportionate adjustment therefor) immediately preceding the dale of such termination or retelling (or it Iwo full annual periods nave not then elapsed then the perlod between the Commencement Date at Ihrs lease and the date of such lerminalion of retelling excluding any Cereals during wnrcn rent was aoaled with proponionals adjustment lo( partial annual periods) multiplied by the number of annual periods or portions thereof lalling within suc1 PaI10d. 19.2 If on account of any breach 0r delaull by.Tenanl in its obligations hereunder, Landlord shag employ an attorney to enforce or deleno any of Linalord•s rights or remedies hereunder. Tenant agrees to pay any reasonable allorney's lees ncurreo 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 Dertormance by Tenanl of Tenant's Covenants and obligations under the, lease, it being expressly underliocid that Such deposit is not an advance payment .1 rental of a measure of Landlord's damages in Case 0f default by Tenant. Upon the occurrence of any event of default by Tenanl. Landlord may. loom lime :a time, without prejudice to any other remedy provided herein or provided by law, use such fund 10 the exteni necessary fo make good any arrest, of rent and any ofner damage, injury, expense or liability caused to Landlord byy such event of default, and Tenanl shag pay to Landlord on oemanc :he amount so snol.ed in order to restore the securely deposit to its original amount. it Tenanl IS not than in default hereunder, any remaining balance of sucn deposit snarl be returned by Landlord to Tenanl upon termination of this tease. ARTICLE XX. Landlord's Lien, 20.1 Landlord shall have al all limes a lien for all renlals and other sums of money becoming due hereunder from Tenanl, upon all goods, wares, equipment, fixtures, furniture and other personal progeny selusled In the Demised Promises, and such property shao not be removed therefrom without the consent of Landlord until ad a(rearages In tent and other sums of money then due to Landlord hereunder snarl ort,► Page 4 Page 8 of 15 have been paid. Upon the pccurrence of an event of default by Tenant. Lanziord may, in addition to any other remedies prov+Jed herein or by law, or in equity. enter upon the Demised Premises and lake possession of any and all goods. wares, equipment, lixtures. furniture and other personal pro-,eny situated on the premises without liability for trespass or conversion• and sell the same upon live days' wrinennotice to Tenant (said Period of Line being herein agreed to be reasonable) at public or private sate. with or without having such propeny at the sale, at which Landlord or its assigns may :,ufchase. and A"ly the proceeds thereol, less any and all expenses connected with the taking of 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 (onhwifh. Alternatively, the ken here -.y granted may be foreclosed in the manner provided by law for Foreclosure of Chanel Mongages or to any other form provided by law. The Statutory Lien for Aent is not hereby waived, the Express Contractual Lien herein granted being in addition and supplementary Iherelo. 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 deemed to be occupying said Premises as a tenant from month to month at a rental equal to the rental (inciucing any percentage rental) herein provided plus twenty per cent of such amount and otherwise subject to all the conditions. provisions and owigations 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 Ib any mortgage, deed of trust or other ken presently existing upon the Demised Premises or Ina Shopping Center as a whole.and to any renewals and extensions thereof. but Tenant agrees that any such mortgagee shall have the right at any lime to subordinate such mortgage• deed of trust or other kers to this lease landlord is hereoy irrevocably vested with furl roiver and authority to subordinate this lease to any mortgage. deed of trust or other lien heteallet placed upon the Demised Premises or the Shopping Centel as a whole. and Tenant agrees upon demand to execute such further instruments subordinating this lease as landlord may request, provided such sucordinattcn shall be upon the express condition that this tease shall be recognized by the mortgagee, and Inal Ina rights of Tenant shall remain in lull force and effect during the term of this lease so long as Tenant shall continue to perform all of the covenants and conditions of this lease. ARTICLE XXIII. Merchants' Assoclallon. 23.1 In the event that Landlord shall organize a merchants' association composed of tenants in the Shopping Center. Tenant agrees that it win join, actively participate. and maintain current membership in such association, will pay such dues and assess- ments as may be fixed and determined from time to time by the association and will comply with such group advertising, reasonable bylaws. rules and regulations as may be adopted from lime to time by the association. ARTICLE XXIV. Notices. 24.1 Wherever any notice Is required or permitted hereunder such notice shag be to writing. Any notice or document required or'permi►led to be delivered hereunder shall be deemed to be delivered whether actually received or not when deposited in the Unitea Stales mast. postage prepaid. Certified or Registered Mail, Return Receipt Requested, addressed to the parties hereto al the respective addresses set out in Section 1.1 above• or at such other addresses as they may have herealler specified by written notice. 24.2 11 and when included with the term "Landlord" as used in this instrument there are more than one person• firm or corporation,as shalt jointly arrange among themselves for their joint execution of such notice specifying some individual at some specific address for one receipt Cl notices and payments to Landlord: of and when included within the term "Tenant" as used in this instrument there are more than one person. firm or corporation, all shall jointly arrange among themselves for their joint execution of such a nolice specifying some individual at some specific address for the receipt of notices ar:d payments to Tenant. All parties included with the terms "Landlord" and "Tenant" respectively. shall be bound by notices and payments given in accorcance wan the provisions of this Anicle to the same effect as if each had received such notice or payment. ARTICLE XXV. Miscellaneous. 25.1 Nothing herein contained shall be deemed or construed by the parries hereto, nor by any third parry, as creating Ina (elaiionsnip of principal and agent or of partnership or of joint venture between parties hereto, of being understood and agreed that neither Ina method of computation of rent. nor any other provisions contained herein• nor any acls of the parties hereto, shall be deemed to create any relaltonsnip between the parties hereto other Inan the relationship of landlord and tenant. Whenever heruin the singular number is used, the same snap include the plural. and Ncres of any gender shall include each other gander. 25.2 The captions used herein are lot convenience only and do not limit or amplify the provisions hereof. 25 3 One or more waivers of any covenant, term or condition of this lease by either party shag not be construed as a waiver of a suesequeni ::reacn of the same covenant. term or condition. The consent or approval by either party to or of any act by the diner party requiring such consent or aoz)rcval snarl not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 25.4 Whenever a period of lime is herein prescribed tot action to be taken by Landlord. Landlord shall not be liable or responsiose lot and Inere snail be excluded from Ina computation of any such period of lime. any delays due to strikes. riots, acts of God. shortages of tabor or materials. «at, go-'ein- mental laws. regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord At any time nen theta is outstanding a mongage, deed of trust or similiar security instrument covering Landlord's interest in Ina Oemisao Premises. Tenant may not e.erc:se any remedies lot default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of lrt.st or simiiar security instrument shall have received written notice of such default and a reasonable time for curing such default Shat! :hereafter nave eiapsed 25.5 Landlord agrees that 11 Tenant shall perform all of the covenants and agreements, herein required to be oerrormeo by Tenant. -tenant snail. Subject to the terms of this lease. at all times during the continuance of this lease have the peaceable and quiet enjoyment and possession of the Demised Premises. 25.6 This lease contains the entire agreement between the parties. and no agreement'shall be effective to change. modify or terminate this lease in whole or in part unless such agreement is to writing and duly signed by the party against whom enforcement of such change. modification or lerminalion is sought. 25.7 Tenant warrants inaf it has had no dealing with any broker or agent in connection with the negotiation or eiiecuhon of this lease other ;pan Landlord's broker. if any. In the event any agent or broker other than Landlord's broker• it any. shall make a claim lot a commission or lee. Tenant snail oe responsiole lot payment thereof and thereby indemnities and holds Landlord harmloss from such clam for commission or lee. 25.8 Tenant agrees that it will Isom lime to lime. upon request by Landlord, execute and deliver to Landlord an Estoppel Certificate in Lanctora S form certifying that Inis lease is unmodified and in full force and effect (or it there have been modifications, that the same is in lull force -and allecl as so mcailieo) 25.9 The laws of the Slate of Texas shall govern the interpretation, validity. performance and enforcement of this lease it any provision cl this lease should be held to be invalid or unenforceable, the validity and enforceacikly of The remaining provisions of this least shall not be aflected inereby 25.10 The terms. provisions and covenants contained in this lease shall inure to the benefit of and be binding Won the parties hereto ar d tnesr respective heirs, successors in interest and legal representatives except as otherwise herein expressly provided. 25.11 Landlord may. at its option, at the time of the execution of this Lease or at any time during the term hereof. require a guaranty of ine obligations of the Tenant hereunder by a person, firm, or corporation other than Tenant• which guaranty shall be in a form salislactory to Landlord. Addendum I and Exhibits A through are attached hereto and hereby made a part of this Lease Agreement. EXECUTED as of the date hereinabove stated. TENANT: Civic Lubbock. Tail':, By— Title. ay Title LANDLORD: H.A. Sessions dba M Imphis Place Mall By Title Page S Page 9 of 15 Resolution No. 2000-R 0160 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 r 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:oo 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 (Resolution No. 2000- R 0160 N W 9 . • � •;• ,•: • . yam- -�.:: • ; = el Hw '.' j • Al ' • �, 1-01 ., 1 '. �M* .94 Page 11 of 15 (Resolution No. 2000- R 0160 N W 9 Resolution N0. 2000—R 0160 Page 12 o= 15 Resolution No. 2000-R0160 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 premisesoSp f square feet of gross leasable area known as 3801 50th Street, ace . 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. 0 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 the :Lessee 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 fixturisation 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 (1811) inches in height. Page 14 of 15 MATERIALS LETTERINGr 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 by Lessee. The approved drawings shall be attached to and made a part of this Lease. '• t Page 15 of 15