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EXHIBIT 10.10
SHOPPING CENTER LEASE
THIS LEASE is made effective as of June 1, 1995, between the Landlord and Tenant
named below to evidence the following:
BASIC LEASE INFORMATION
A. Shopping Center Name: Midway Square
B. Landlord: Real Alchemy I, L.P.
C. Mailing Address of Landlord:
0000 Xxxxxxxx Xx.
Xxxxxxxxxxx, XX 00000
Attention:Xxx Xxxxxxxxxx
(Phone:000-000-0000)
D. Tenant: Midway Entertainment, Ltd.
E. Mailing Address of Tenant:
0000 Xxxxxxxx Xx.
Xxxxxxxxxxx, XX 00000
Attention:Xxxx Xxxxxxxx
(Phone:000 000-0000)
F. Tenant's Trade Name: Fox & Hound
G. Address of Premises:
00000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX
Attention:
(Phone: )
H. Guarantor: N/A
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I. Mailing Address of Guarantor:
Attention:
(Phone:
J. Scheduled Commencement Date: Oct. 1 1995 or date tenant
receives Certificate of Occupancy, whichever is later
K. Expiration Date: 5 years after commencement date
L. Permitted Use:
Sports Tavern
M. Minimum Rent (Payable Monthly; See Paragraph 1.01):
$10,761.75 ($13.50 per sq. ft.)
N. Initial CAM Charges (Payable Monthly; See Paragraph 6.05):
$Pro rata
O. Initial Taxes (Payable Monthly; See Paragraph 9.02):
$Pro rata
P. Initial Insurance Costs (Payable Monthly; See Paragraph
10.03):
$Pro rata
Q. Security Deposit: $10,761.75 payable on commencement date,
applicable to first month's rent
R. Approximate Floor Area of the Shopping Center: 17,074
square feet
S. Approximate Floor Area of the Premises: 9,566 square feet
T. Floor Level(s) of the Premises:
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U. Miscellaneous:
(1) Landlord agrees that only the "Fox & Hound" will be allowed signage
on the center tower. The tower signs will be designed by Midway
Entertainment, Ltd. and approved by Landlord. (2) Landlord grants to
tenant a $1.50 per sq ft expense stop against CAM, taxes & insurance.
i.e., Tenant pays its rata share of CAM, taxes and insurance less $1.50
per sq ft per year.
References below to the "Basic Lease Information" are references to the
information set out above. If a conflict exists between the Basic Lease
Information and the provisions below, the provisions below will control.
ADDENDA
The following addenda are attached to and made a part of this Lease for
all purposes:
Exhibit A - Site Plan of Shopping Center
Exhibit A-1 - Legal Description of the Shopping Center
Exhibit B - Construction and Related Matters
Exhibit C - Certificate of Acceptance
Exhibit E - Renewal Option
Exhibit F - Rules and Regulations
LEASE OF THE PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
certain premises (the "Premises") in the Shopping Center for the term, at the
rental, and upon all the conditions and agreements set forth herein. The
location of the Premises within the Shopping Center is shown cross-hatched on
the site plan attached hereto as Exhibit A, but if there shall exist any
discrepancy between the location shown on Exhibit A and the location of the
actual demising walls of the Premises (as such walls presently exist or as they
are hereafter constructed under Landlord's supervision and with Landlord's
approval) the location of the demising walls shall control. Notwithstanding
anything to the contrary contained herein, the term "Shopping Center" as used in
this Lease does not include anything outside the boundaries of the land
described in Exhibit A-1 attached hereto, it being understood that the site plan
attached hereto as Exhibit A may depict more than the Shopping Center. The
Premises contain approximately the number of square feet of floor area that is
specified in the Basic Lease Information and are located on the floor level(s)
specified in the Basic Lease Information. The Premises shall not include and
Tenant shall not be entitled to use the land lying thereunder or any part of the
exterior walls of the buildings in which the Premises are located or the roof
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thereof or any space other than on the floor level(s) indicated in the preceding
sentence.
TERM
The term of this Lease shall commence on the date (the "Commencement
Date") that is the earlier of (i) the Scheduled Commencement Date specified in
the Basic Lease Information, (ii) the date specified in Exhibit B attached
hereto, if any, as the latest possible Commencement Date, and (iii) the date on
which Tenant opens for business in the Premises; and the term of this Lease
shall expire on the expiration date specified in the Basic Lease Information
(the "Expiration Date"). Such term is hereinafter referred to as the "Lease
Term" or the "term of this Lease". After the Commencement Date has been
determined and Tenant has accepted possession of the Premises, Tenant shall sign
and deliver a certificate upon request of Landlord in the form attached hereto
as Exhibit C.
SUPPLEMENTAL TERMS, COVENANTS AND CONDITIONS
Landlord leases the Premises to Tenant and Tenant accepts and agrees to
use and possess the Premises on the following Supplemental Terms, Covenants and
Conditions:
1. RENTAL
1.1 MINIMUM RENT
Tenant shall pay Landlord for each month in the Lease Term a guaranteed
minimum monthly rental for the Premises ("Minimum Rent") as specified in the
Basic Lease Information. Such Minimum Rent will be due in advance beginning on
the Commencement Date and continuing on the first day of each calendar month
thereafter. It will be prorated on a daily basis for the first month if the
Commencement Date is not on the first day of a calendar month and for the last
month if the Expiration Date is not on the last day of a calendar month. Minimum
Rent shall be payable without demand, deduction or offset, at the address for
Landlord set forth in the Basic Lease Information, or at such other place as
Landlord may from time to time designate in writing.
1.2 ADDITIONAL RENTAL
Any amount to be paid by Tenant to Landlord hereunder in addition to
Minimum Rent is additional rental (whether or not so designated in the following
provisions) payable upon demand or as otherwise provided herein.
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2. CONDUCT OF BUSINESS BY TENANT
2.1 USE OF PREMISES AND TRADE NAME
Tenant shall use and occupy the Premises solely for the permitted use
and under the trade name specified in the Basic Lease Information and for no
other purposes. Tenant shall conduct its business activity in the Premises
during all business hours usual for Tenant's type of business, unless Tenant is
prevented from doing so by Applicable Laws (as defined below) or by strike, fire
or other casualty beyond Tenant's control and except during reasonable periods
approved by Landlord in advance for repairing, cleaning and decorating the
Premises.
2.2 PROHIBITED USES
Without limiting the foregoing, Tenant shall not use or permit the
Premises to be used for any purpose that conflicts with existing lease in or
restrictions affecting the Shopping Center or for any other use Landlord finds
offensive or disruptive to other tenants in the Shopping Center. Tenant shall
not permit the Premises to be used for any operation that is extra hazardous on
account of fire or otherwise or for an operation that will increase the
insurance premiums on the fire insurance carried by Landlord or that may render
void or voidable the insurance carried by Landlord; nor shall Tenant sell or
permit to be kept, used or sold in or about the Premises any article which may
be prohibited to standard fire insurance policies.
2.3 COMPLIANCE WITH LAWS AND REGULATIONS
Tenant shall use and maintain the Premises in compliance with all laws,
ordinances, building codes, rules and regulations, present or future of all
governmental authorities ("Applicable Laws"), including Applicable Laws
pertaining to health, safety, disabled persons and the environment. Without
limiting the foregoing, Tenant shall be responsible for determining that its
proposed use of the Premises is permitted by Applicable Laws and shall obtain
any permits (including any certificate of occupancy) required for such use.
Tenant shall comply with such rules and regulations as Landlord may from time to
time reasonably adopt for the safety, care, good order and cleanliness of the
Shopping Center. Landlord shall not be liable to Tenant for the failure of any
other tenant or other person to comply with such rules and regulations. If the
Permitted Use specified in the Basic Lease Information contemplates the
operation of a restaurant by Tenant in the Premises, or if otherwise required by
Landlord or any governmental agency having jurisdiction, Tenant shall at its
sole cost and expense install and maintain grease traps and/or grease
interceptors that Landlord deems necessary or desirable or that any governmental
entity having jurisdiction shall deem necessary
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to handle liquid waste, including grease, oil or any material whatsoever which
could damage, obstruct or overload any drainage, sewer or other systems.
2.4 CLEANLINESS, WASTE AND DELIVERIES
Tenant shall maintain the Premises, and adjoining sidewalks and alleys,
in a neat and clean condition; shall store all garbage within the Premises or in
the trash dumpster as provided in Paragraph 6.3; and shall arrange for the
regular pickup of garbage unless Landlord elects to arrange and charge Tenant
for such pickup as provided in Paragraph 6.3 below.
3. CONSTRUCTION
3.1 INITIAL CONSTRUCTION
If this Lease covers Premises that will be used as a store which has
yet to be constructed or finished out, the store shall be built in accordance
with plans and specifications to be prepared by Tenant or Tenant's architects
and approved by Landlord as provided in Exhibit B. Tenant shall provide, at its
own expense, all trade fixtures that may be required on the Premises, except as
may otherwise be specified in Exhibit B. Tenant's acceptance of possession of
the Premises will constitute Tenant's agreement that Landlord has completed any
construction to be made by it and that Tenant accepts the Premises "as is" in
their then present condition.
3.2 MECHANIC'S LIENS
Tenant shall not permit any mechanic's lien or liens to be placed upon
the Premises or the Shopping Center caused by or resulting from any work
performed or materials furnished or resulting from obligations incurred by or at
the request of Tenant and nothing contained in the Lease shall be deemed or
construed in any way as constituting the request of Landlord, express or
implied, by inference or otherwise, to a contractor, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of any materials
for any specified improvement, alteration or repair of or to the Premises, the
Shopping Center or any part thereof, nor as giving Tenant any right, power or
authority to contract for or permit the rendering of any services or the
furnishing of any materials that would give rise to the filing of a mechanic's
or other liens against the interest of Landlord in the Premises or the Shopping
Center.
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4. MAINTENANCE AND REPAIRS
4.1 OBLIGATION FOR REPAIRS
From and after Tenant's acceptance of possession of the Premises,
Landlord shall have no obligation to make any repairs, improvements or
alterations whatsoever, except those required under any express covenant or
warranty that may be contained in Exhibit B, and except that Landlord shall
maintain the roof and the structural members of exterior walls and the
foundation of the Premises (but not windows; plate glass; doors; door closure
devices; window and door frames, molding, locks and hardware; or interior
painting or other interior treatments of exterior walls) in good repair during
the Lease Term. Notwithstanding the foregoing, Landlord shall not have to make
any repairs required of it by this Lease until Tenant gives Landlord notice of
the need therefor, and Landlord shall not be required to repair any damage
caused by the acts or negligent omissions of Tenant, its agent, employees or
invitees, or any damage to the Premises caused by burglary, robbery, or
vandalism or resulting from any alterations (including roof penetrations) made
to the Premises by Tenant whether with or without Landlord's consent. Except as
is specifically made the responsibility of Landlord hereunder, Tenant agrees
that during the entire term of this Lease it shall promptly and at its own
expense service, keep, maintain in good repair and replace as necessary all
parts of the Premises, including, but not limited to, the following (regardless
of whether situated within walls or under floor covering or above the ceiling):
all plumbing (including the fire protection sprinkler system, if any), piping,
heating, air conditioning, ventilating, electrical and lighting facilities;
equipment; fixtures; walls and wall covering; ceilings; floors and floor
coverings; windows; doors; and glass, plate glass, showcases and skylights.
Tenant shall be responsible for all periodic interior painting of the Premises,
and shall keep the Premises in good, clean and tenantable condition; and Tenant
shall at its sole cost and expense keep the Premises free of insects, rodents,
vermin and other pests. Additionally, Tenant shall pay to Landlord upon demand,
and without contribution from any other tenant or Landlord, all costs and
expenses for (i) the repair and replacement of any utility lines and related
facilities (including sewer lines, drains, drainage systems, storm sewer
systems, sanitary sewer systems and plumbing equipment, fixtures and appliances)
which are necessary because of the obstruction of the flow, clogging, backing-up
or other malfunction or disrepair of said lines and related appurtenances
resulting from any act or negligent omission of Tenant or any other party using
or occupying the Premises, and (ii) any repairs to the roof required because of
penetrations made by or on behalf of Tenant, whether or not such penetrations
were made with Landlord's consent. Under no circumstances will Tenant make any
roof penetrations, except with Landlord's prior consent and using a roofing
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contractor approved by Landlord in its sole discretion. Such agreements of
Tenant are subject to the waivers set out in Paragraph 10.6 below.
4.2 LANDLORD'S RIGHT TO REPAIR
If Tenant fails to perform its obligations under this Article 4,
Landlord may at its option, after three days' written notice to Tenant (except
in circumstances which Landlord deems to be an emergency, in which case no
notice shall be required), enter upon the Premises and put the same in good
order, condition and repair and the cost thereof shall become due and payable by
Tenant to Landlord upon demand as additional rent.
5. ALTERATIONS BY TENANT
Tenant shall not make any alterations or additions to the Premises
without first obtaining the written consent of Landlord. If Landlord gives its
consent to alterations or additions to the Premises by Tenant, Tenant shall
procure, at Tenant's expense, all necessary permits before undertaking such
work. All such alterations and additions shall be done in accordance with
Applicable Laws, including applicable building codes and regulations.
6. COMMON AREAS
6.1 DEFINITION OF COMMON AREAS
All areas provided by Landlord from time to time in the Shopping Center
for the common use of Landlord and tenants and their respective employees and
invitees shall be deemed "Common Areas." However, this Lease does not guarantee,
nor does Landlord make any representation or warranty to Tenant as to, the
configuration of the Shopping Center and the Common Areas, and the reference
herein made to any site plan setting forth the general layout of buildings,
parking areas and other improvements shall not be deemed to be a warranty or
representation.
6.2 USE OF COMMON AREAS
Tenant and its employees and invitees shall be entitled to use the
Common Areas as they exist from time to time during the Lease Term, in common
with Landlord and with other persons authorized by Landlord from time to time to
use such areas, subject to such rules and regulations relating to such use as
Landlord may from time to time establish and subject to all Applicable Laws.
Landlord shall at all times during the term of the Lease be entitled to control
the Common Areas, and may restrain any use or occupancy thereof as authorized by
this Lease and by the rules and regulations for the use of such areas. Tenant
shall keep said areas free and clear of any obstructions
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created by Tenant or resulting from Tenant's operation in the Premises. If, in
the opinion of Landlord, unauthorized persons are using any of said areas
because of the presence of Tenant in the Shopping Center, Tenant shall restrain
such unauthorized use by appropriate legal proceedings. Nothing herein shall
affect the right of Landlord to prohibit the use of any of said areas by
unauthorized persons.
6.3 TRASH DISPOSAL
In the event that Landlord finds its necessary or desirable to furnish
a form of trash disposal for the common use of more than one tenant, including
Tenant, the cost of said trash disposal shall be allocated on the basis
determined by Landlord to those using it, and Tenant will pay its share. If
Landlord does not provide trash disposal for use by Tenant and other tenants, it
shall be Tenant's responsibility to provide, at Tenant's expense, a trash
dumpster or some other method of trash disposal meeting the approval of the
applicable municipality in which the Premises are located. Such dumpster or
other receptacle shall be located and shall be screened or enclosed as directed
by Landlord.
6.4 COMMON AREA CHARGES AS ADDITIONAL RENT
Tenant shall pay Landlord, as additional rental, Tenant's share of all
costs and expenses incurred by Landlord in the operation and maintenance of the
Common Areas during the term of this Lease. Such costs and expenses ("CAM
Charges") shall include, without limiting the generality of the foregoing, the
cost of landscaping, resurfacing, stripping, bumpers, directional signs and
other markers, lighting (including Tenant's own consumption of electricity on
any Common Area pole sign) and other utilities, cleaning, sewage and garbage
disposal, exterminating, depreciation of equipment used in and about the
Shopping Center, fire protection, security, and similar items. CAM Charges will
also include all management fees and expenses and all costs of maintenance and
repairs concerning the Shopping Center (to the extent not covered by insurance),
whether or not allocable to the Common Areas, but will not include leasing
commissions and any costs incurred by Landlord to make space in the Shopping
Center ready for another particular tenant. Tenant's share of CAM Charges
incurred in any calendar year or partial calendar year during the term of this
Lease will be determined by Landlord by multiplying the total CAM Charges
incurred in the applicable calendar year or partial calendar year times a
fraction, the numerator of which is the floor area of the Premises and the
denominator of which is the greater of (i) the average of the
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total rented floor area of the buildings in the Shopping Center during the
applicable calendar year or partial calendar year, or (ii) ninety five percent
of the average of the total rentable floor area of the buildings in the Shopping
Center during the applicable year or partial calendar year.
6.5 PAYMENT OF COMMON AREA CHARGES
Tenant's share of CAM Charges for each month of the calendar year in
which the Commencement Date occurs is estimated to be the amount specified as
Initial CAM Charges in the Basic Lease Information, which amount is payable
monthly by Tenant to Landlord on the same dates as and in addition to the
Minimum Rent that is due during such calendar year. Following the calendar year
in which the Commencement Date occurs, Tenant shall pay to Landlord, at the same
time as and in addition to each installment of the Minimum Rent, Landlord's
estimate of Tenant's share of CAM Charges for the then current calendar month,
or, if Tenant has not been notified of such estimate, then Tenant shall pay the
most recent available estimate by Landlord of Tenant's share of CAM Charges for
a full calendar month. Landlord shall determine Tenant's share of the actual CAM
Charges incurred for every calendar year or partial calendar year during the
Lease Term within one hundred twenty days (or such additional time as may be
required) after the close of such year, and Landlord will deliver a statement to
Tenant setting out the calculation. Within ten days from Tenant's receipt from
Landlord of such statement, Tenant shall pay Landlord the excess, if any, of
Tenant's share of the actual CAM Charges shown therein over the estimated amount
theretofore paid by Tenant for such period. If, however, Tenant's share of the
actual CAM Charges for the applicable calendar year or partial calendar year is
less than the estimated amount theretofore paid by Tenant, the excess share of
CAM Charges paid by Tenant shall (i) be credited against the next maturing
installments of additional rental due from Tenant (but not against Minimum
Rent), and (ii) to the extent not offset against amounts then due or to be due
in the future from Tenant under this Lease, be refunded by Landlord to Tenant.
7. SIGNS, DISPLAYS AND OBSTRUCTIONS
Before 30 days after the Commencement Date, Tenant shall, at its own
expense, erect and maintain as many as "... three exterior building exterior
sign advertising ..." its business on the Premises. Such sign shall be designed
in accordance with the sign criteria adopted by Landlord for the Shopping Center
and all Applicable Laws and shall be located on Tenant's storefront in a
location approved by Landlord in advance. Tenant shall not paint signs on
windows or place any merchandise, showcases, pay telephones, ice machines, rides
or other obstructions on the outside of its store on the Premises. Tenant shall
keep all display windows, exterior electric signs and exterior lighting under
any canopy in front of the Premises lighted from dusk until 11:00 p.m. daily,
including Sundays and holidays.
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See item U(2), page 2 for special provision for tower sign.
8. UTILITIES
Tenant shall pay all utility charges incurred by it in the use of the
Premises whether supplied by Landlord or directly to Tenant by a utility
company. If any such charges are not paid when due, Landlord may pay the same
and any amount so paid by Landlord shall thereupon become due to Landlord from
Tenant. Regardless of whether Landlord supplies Tenant with any utility
services, Landlord shall not be responsible for problems with respect to the
quality, quantity or interruption of such services beyond its control, and
failure or interruption of services shall not entitle Tenant to terminate this
Lease.
9. REAL ESTATE TAXES
9.1 TAXES AS ADDITIONAL RENTAL
Tenant shall pay Landlord additional rental equal to all ad valorem
taxes, charges, impositions and liens for public improvements, and assessments
allocable to the Premises (as determined by Landlord pursuant to this Paragraph)
and all costs of evaluating and contesting the same (including attorneys' and
consultants' fees), together with interest penalties or other charges which may
accrue thereon, that Landlord pays for any portion of the term of this Leases
(collectively, "Taxes"). As used herein, "Taxes" shall include, to the extent
allocable to any calendar year or partial calendar year during the Lease Term,
all ad valorem taxes, charges, impositions and other assessments described in
the preceding sentence that are separately assessed against the Premises.
"Taxes" shall also include, to the extent allocable to any calendar year or
partial calendar year during the Lease Term, Tenant's share of any such items
that are assessed against the Shopping Center or against other property of which
the Premises are only a portion. Tenant's share of such items for each calendar
year or partial calendar year will be determined by Landlord by multiplying the
total amount thereof by a fraction, the numerator of which is the floor area of
the Premises and the denominator of which is the greater of (i) the average of
the total rented floor area of buildings on the property covered by such items
during the applicable calendar year, or (ii) ninety five percent of the average
of the total rentable floor area of buildings on the property covered by such
items during the applicable calendar year.
9.2 PAYMENT OF TAXES
The Taxes for each month during the calendar year in which the
Commencement Date occurs are estimated to be the amount specified as Initial
Taxes in the Basic Lease Information, which amount is payable monthly by Tenant
to Landlord on the same dates
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as and in addition to the Minimum Rent that is due during such calendar year.
Following the calendar year in which the Commencement Date occurs, Tenant shall
pay to Landlord, at the same time as and in addition to each installment of the
Minimum Rent, Landlord's estimate of the Taxes for the then current calendar
month, or, if Tenant has not been notified of such estimate, then Tenant shall
pay the most recent available estimate by Landlord of the Taxes for a full
calendar month. Landlord shall calculate the actual Taxes incurred for every
calendar year or partial calendar year during the Lease Term within one hundred
twenty days (or such additional time as may be required) after the close of such
year, and Landlord will deliver a statement to Tenant setting out the
calculation. Within ten days from Tenant's receipt from Landlord of such
statement, Tenant shall pay Landlord the excess, if any, of the actual Taxes
shown therein over the estimated amount theretofore paid by Tenant for such
period. If, however, the actual Taxes for the applicable calendar year or
partial calendar year are less than the estimated amount theretofore paid by
Tenant, the excess Taxes paid by Tenant shall (i) be credited against the next
maturing installments of additional rental due from Tenant (but not against
Minimum Rent), and (ii) to the extent not offset against amounts then due or to
be due in the future from Tenant under this Lease, be refunded by Landlord to
Tenant.
9.3 SUBSTITUTE TAXES
If during the term of this Lease any taxes or other charges shall be
levied or assessed against the Premises or charged to Landlord either as a rent
tax or in lieu of or as a substitute for all or part of any present or
contemplated ad valorem taxes on the Premises or the Shopping Center, then for
the purposes of this Lease such levies and assessments shall be treated the same
as ad valorem taxes on the Premises or the Shopping Center, as the case may be.
9.4 TAXES ON TENANT'S PROPERTY
Tenant shall be liable for and promptly pay all taxes levied against
personal property and trade fixtures on the Premises during the term of this
Lease. If the assessed value of Landlord's property is increased by inclusion of
personal property and trade fixtures on the Premises and Landlord elects to pay
the taxes based on such increase, then Tenant shall pay to Landlord upon demand
the part of such taxes that Landlord determines to be attributable to such
personal property and trade fixtures.
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10. INSURANCE AND INDEMNITY
10.1 INSURANCE REQUIRED OF TENANT
From and after the Commencement Date Tenant shall keep in force
commercial general liability insurance (including blanket contractual liability
coverage) with limits of liability of not less than $1,000,000.00 (unless a
greater or lesser minimum dollar amount of coverage is specified in the Basic
Lease Information) for bodily injury, death or property damage occurring in any
one accident. Such insurance may be carried under a blanket policy covering the
Premises and any other stores operated by Tenant. In the event Tenant is to
construct the improvements or any part of the improvements on the Premises prior
to the Commencement Date, Tenant shall provide such insurance from and after the
date it commences such construction. All insurance required to be carried by
Tenant shall be issued by companies, on forms and with endorsements satisfactory
to Landlord. Such policy or a certificate of insurer evidencing the insurance
with proof of payment of premiums shall be deposited with Landlord on or prior
to the earlier of the Commencement Date or the date Tenant commences
construction of improvements on the Premises. Certificates of renewal thereof
shall be deposited with Landlord ten days prior to the expiration of any such
policy or renewal thereof. Tenant shall, at its cost, maintain insurance
covering: (i) its personal property, equipment and trade fixtures, including
insurance providing protection against fire and extended coverage perils,
sprinkler damage, vandalism and malicious mischief, and . Such insurance will be
in the amount of the full replacement value of the insured property, and Tenant
shall furnish Landlord with a certificate evidencing such insurance from the
applicable insurer upon request.
10.2 INSURANCE COSTS AS ADDITIONAL RENT
Tenant shall pay Landlord additional rental equal to all insurance
costs allocable to the Premises (as determined by Landlord pursuant to this
Paragraph) that Landlord pays for the term of this Lease (collectively,
"Insurance Costs"). As used herein, "Insurance Costs" shall include, to the
extent allocable to any calendar year or partial calendar year during the Lease
Term, the entire cost of any insurance policy that covers only the Premises.
"Insurance Costs" shall also include, to the extent allocable to any calendar
year or partial calendar year during the Lease Term, the Tenant's share of the
cost of any insurance policy or policies covering the Shopping Center or any
other property of which the Premises are only a part. Tenant's share of such
cost for each calendar year or partial calendar year during the Lease Term will
be determined by Landlord by multiplying the total amount thereof times a
fraction, the numerator of which is the floor area of the Premises and the
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denominator of which is the greater of (i) the average of the total rented floor
area of the buildings on the insured property during the applicable calendar
year, or (ii) ninety five percent of the average of the total rentable floor
area of the buildings on the insured property during the applicable calendar
year.
10.3 PAYMENT OF INSURANCE COSTS
Insurance Costs for each month during the calendar year in which the
Commencement Date occurs are estimated to be the amount specified as Initial
Insurance Costs in the basic Lease Information, which amount is payable by
Tenant to Landlord on the same dates as and in addition to the Minimum Rent that
is due during such calendar year. Following the calendar year in which the
Commencement Date occurs, Tenant shall pay to Landlord, at the same time as and
in addition to each installment of the Minimum Rent, Landlord's estimate of the
Insurance Costs for the then current calendar month, or, if Tenant has not been
notified of such estimate, then Tenant shall pay the most recent available
estimate by Landlord of Insurance Costs for a full calendar month. Landlord
shall calculate the actual Insurance Costs incurred for every calendar year or
partial calendar year during the Lease Term within one hundred twenty days (or
such additional time as may be required) after the close of such year, and
Landlord will deliver a statement to Tenant setting out the calculation. Within
ten days from Tenant's receipt of such statement from Landlord, Tenant shall pay
Landlord the excess, if any, of the actual Insurance Costs set out therein over
the estimated Insurance Costs theretofore paid by Tenant for such period. If,
however, the actual Insurance Costs for the applicable calendar year or partial
calendar year are less than the estimated amount theretofore paid by Tenant, the
excess Insurance Costs paid by Tenant shall be (i) be credited against the next
maturing installments of additional rental due from Tenant (but not against
Minimum Rent), and (ii) to the extent not offset against amounts then due or to
be due in the future from Tenant under this Lease, be refunded by Landlord to
Tenant.
10.4 WAIVER OF CLAIMS
The parties desire to avoid liability to each other's insurers. Thus,
Landlord and Tenant each for itself, and for any person or entity claiming
through it (including any insurance company claiming by way of subrogation),
waives any and every claim which arises or may arise in its favor against the
other party hereto and the other party's officers, directors, and employees (and
Tenant waives any such claim against the other tenants and occupants of the
Shopping Center and their officers, directors and employees) for any and all
loss of or damage to property, to the extent (but only to the extent) that the
waiving party who suffers such loss or damage is actually compensated by
insurance or would be compensated by the insurance policies
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contemplated in this Article 10 if such policies were maintained as required
hereby. Each party agrees to have such insurance policies properly endorsed so
as to make them valid notwithstanding this waiver, if such endorsement is
required to prevent a loss of insurance.
10.5 INDEMNITY
Tenant and Landlord agree to indemnify and save each other from and
against any and all claims, actions, damages, liens, liabilities and expenses,
including but not limited to attorneys' fees, in connection with loss of life,
personal injury and/or damage to property occurring on the Premises or arising
from or out of Tenant's occupancy or use of the Premises or any portion thereof
or any portion of the Shopping Center.
10.6 LIMITATION OF LANDLORD'S LIABILITY
Except as may be caused primarily by the gross negligence or
intentional act of Landlord, Landlord shall not be liable for (i) injury or
damage which may be sustained by Tenant, its agents, officers, directors,
employees or invitees, or to their goods, wares, merchandise or property, caused
by or resulting from the state of repair of the Premises or the Shopping Center,
(ii) injury or damage from fire, steam, electricity, gas, water or rain which
may leak or flow from or into any party of the Premises; or (iii) the breakage,
leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the Premises or
the Shopping Center. Landlord shall not be liable for damage arising from any
act or neglect of any other tenant of the Shopping Center. Landlord shall not be
liable for any damages sustained by Tenant by reason of construction, repair or
reconstruction, or widening of any private, public or quasi-public utility
lines, streets, walkways or thoroughfares; nor shall the rent or other charges
under this Lease be abated during any period that ingress, egress or traffic may
be curtailed, blocked or hampered by reason of such activities. Landlord shall
not be required to remove snow or ice from any areas in or around the Shopping
Center and shall not be liable for any accident resulting therefrom.
11. CASUALTY AND RESTORATION
If the building or other improvements on the Premises should be damaged
or destroyed by fire or other casualty, Tenant shall give immediate written
notice thereof to Landlord. If the Premises are damaged by fire or other insured
casualty to the extent of less than one-third of the then value of the Premises
and if the holder of any deed of trust, mortgage, or security interest covering
the Premises does not require that the insurance proceeds payable on account of
such fire or casualty be
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applied to reduce the indebtedness secured thereby, then Landlord shall repair
such damage at its expense. However, if the Premises are damaged by fire or
other casualty to the extent of more than one-third of the then value of the
Premises, or if the holder of any deed of trust, mortgage or security interest
covering the Premises applies or indicates that it may apply the insurance
proceeds payable on account of such fire or other casualty to the indebtedness
secured thereby, then Landlord may, at its option, terminate this Lease by
giving written notice to Tenant within ninety days after Landlord is notified of
the fire or other casualty. If this option is available but not exercised by
Landlord, then Landlord shall proceed with reasonable diligence to collect any
insurance proceeds not claimed by the holder of a deed of trust, mortgage or
security interest on the Premises and to apply any or all of such proceeds as
may be required to repair such damage. During the period of any repairs to or
restoration of the Premises, Tenant shall continue the operation of its business
to the extent reasonably practicable. There shall be no abatement of Minimum
Rent or other charges during the period of such repairs or restoration.
Landlord's obligation to repair or rebuild pursuant to this Article 11 shall be
limited to the restoration of a "shell" building to the extent permitted by
Applicable Laws, and to the replacement of any interior work in the Premises
which may have originally been installed at Landlord's cost; and Tenant shall be
obligated to complete the balance of the repairs or rebuilding required for the
Premises. Upon completion of such restoration and replacement, Tenant shall
promptly refixture and restock the Premises.
12. EMINENT DOMAIN
If during the term of this Lease, all or a substantial part of the
Premises should be taken for any public or quasi-public use by eminent domain,
or should be sold to the condemning authority under threat of condemnation, this
Lease shall terminate and all rentals shall be abated during the unexpired
portion of this Lease, effective as of the date when said taking or sale shall
occur. "Substantial part," as used herein, means that the remainder of the
Premises cannot be reconstructed or restored to make it reasonably tenantable
and suitable for the uses for which the Premises are leased as defined in the
Basic Lease Information. If less than a substantial part of the Premises shall
be taken for any public or quasi-public use by eminent domain, or should be sold
to the condemning authority under the threat of condemnation, this Lease shall
not terminate and Landlord shall, at its sole expense, restore and reconstruct
the building and other improvements situated on the remaining part of the
Premises so as to make the remaining part reasonably tenantable and suitable for
the uses set out in the Basic Lease Information. Notwithstanding the preceding
sentence, Landlord may, at its option, terminate this Lease rather than restore
and
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reconstruct the Premises after less than a substantial portion of the Premises
are taken or sold as aforesaid if the cost of such restoration and
reconstruction can be expected to exceed the damages or other consideration that
Landlord will receive because of the partial taking or sale of the Premises. If
Landlord does restore or reconstruct the Premises pursuant to this paragraph,
but thereafter the square footage of the Premises available for Tenant's use is
less than that available before the taking or sale, then the Minimum Rent
payable hereunder during the unexpired term of this Lease shall be reduced in
proportion to the reduction of square feet of floor area of the Premises. All
damages awarded for any taking of all or any part of the Premises by eminent
domain, and all proceeds of a sale in lie of such a taking, shall belong to and
be the property of Landlord, whether compensation for the diminution in value of
the Tenant's leasehold or for the fee of the Premises. However, Landlord shall
not be entitled to any separate award made to Tenant for loss or damage to
Tenant's removable personal property. Nor will Landlord be entitled to any award
for damages for cessation or interruption of Tenant's business to the extent
that such cessation or interruption damages are awarded exclusive of and
separate and apart from damages for the diminution in value in the Tenant's
leasehold.
13. ASSIGNMENT AND SUBLETTING
Tenant may not, either voluntarily or by operation of law, without the
prior written consent of Landlord, assign this Lease, sublet the whole or any
part of the Premises, sell, encumber, pledge or otherwise transfer all or any
part of Tenant's leasehold estate hereunder, or permit the Premises to be
possessed by anyone other than Tenant or Tenant's employees. Notwithstanding any
permitted assignment or subletting, Tenant and any guarantor of Tenant's
obligations under this Lease shall at all times remain fully responsible and
liable for the payment of the rent herein specified and for compliance with all
of Tenant's other obligations under the terms, provisions and covenants of this
Lease. Tenant shall pay all costs incurred by Landlord (including reasonable
attorneys' fees) to evaluate any request by Tenant for consent to a proposed
sublease or assignment.
Landlord agrees to sublease to a private club corporation to satisfy
TABC requirements of the Tenant.
14. DEFAULTS AND REMEDIES
14.1 DEFAULT BY TENANT
The occurrence of any one of the following events shall be an event of
default by Tenant under this Lease:
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(a) Tenant shall fail to pay any rental or other sum of money when due
hereunder.
(b) Tenant shall fail to perform or observe any term, condition,
covenant or agreement of this Lease (other than a failure to timely pay rent or
other charges) and Tenant shall not cure such failure within ten days after
notice thereof is given by Landlord, but if such failure is of a nature that it
cannot be cured within such ten day period. Tenant shall not have committed an
event of default if Tenant commences the curing of the failure within such ten
day period and thereafter diligently pursues the curing of same and completes
such cure within sixty days; provided, however, that if Tenant shall fail to
perform or observe any term, condition, covenant or agreement of this Lease two
or more times in any calendar year, then notwithstanding that such defaults have
been cured by Tenant, any further similar failure shall be deemed an event of
default without notice or opportunity to cure.
(c) Tenant or any guarantor of Tenant's obligations under this Lease
shall become insolvent, shall admit in writing its inability to pay its debts
when due, shall make a transfer in fraud of its creditors, shall make a general
assignment or arrangement for the benefit of creditors, or all or substantially
all of Tenant's assets or the assets of any guarantor of Tenant's obligations
under this Lease or Tenant's interest in this Lease are levied on by execution
or other legal process.
14.2 REMEDIES OF LANDLORD
(a) Upon the occurrence of any event or default by Tenant, Landlord
shall have the option, without any notice to Tenant (except as expressly
provided below) and with or without judicial process, to pursue any one or more
of the following remedies:
(i) Landlord may terminate this Lease, in which event
Tenant shall immediately surrender the Premises to
Landlord.
(ii) Landlord may enter upon and take custodial
possession of the Premises by picking the locks if
necessary, lock out or remove Tenant and any other
person occupying the Premises and alter the locks
and other security devices at the Premises, all
without Landlord being deemed guilty of trespass
or becoming liable for any resulting loss or
damage and without causing a termination or
forfeiture of this Lease or of the Tenant's
obligation to pay rent. Landlord shall not, in
the event of a lockout by changing the locks, be
required to furnish new keys to Tenant.
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(iii) Landlord may enter the Premises and take
possession of and remove any and all trade
fixtures and personal property situated in the
Premises, without liability for trespass or
conversion. Landlord may retain control over all
such property for the purpose of foreclosing the
liens and security interests described in Article
15 below by public or private sale. If Landlord
takes possession of and removes personal property
from the Premises, then prior to any disposition
of the property by sale or until Tenant reclaims
the property if no foreclosure by public or
private sale is contemplated, Landlord may store
it in a public warehouse or elsewhere at the cost
of and for the account of Tenant without the
resort to legal process and without becoming
liable for any resulting loss or damage.
(iv) Landlord may perform on behalf of Tenant any
obligation of Tenant under this Lease which Tenant
has failed to perform and the cost of the performance
will be deemed additional rental and will be payable
by Tenant to Landlord upon demand.
Landlord's pursuit of any remedy specified in this Lease will not constitute an
election to pursue that only, nor preclude Landlord from pursuing any other
remedy available at law or in equity, nor constitute a forfeiture or waiver of
any rent or other amount due to Landlord as described below.
(b) In the event Landlord enters and takes possession of the Premises
without electing to cause a termination of this Lease, Landlord will have the
right to relet the Premises for Tenant, in the name of Tenant or Landlord or
otherwise, on such terms as Landlord deems advisable and Tenant hereby appoints
Landlord its attorney-in-fact for such purposes. Landlord will not be required
to incur any expense to relet the Premises and the failure of Landlord to relet
the Premises shall not reduce Tenant's liability for monthly rentals and other
charges due under this Lease or for damages. Landlord will not be obligated to
relet for less than the then market value of the Premises or to relet the
Premises when other comparable rental space in the Shopping Center is available.
Landlord may retain the excess, if any, of the rent earned from reletting the
Premises over the rentals specified in this Lease.
(c) No re-entry or reletting of the Premises or any filing or service
of an lawful detainer action or similar action will be construed as an election
by Landlord to terminate or accept a forfeiture of this Lease or to accept a
surrender of the Premises after an event of default by Tenant, unless a written
notice of such intention is given by Landlord to Tenant; but
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notwithstanding any such action without such notice, Landlord may at any time
thereafter elect to terminate this Lease by notifying Tenant.
(d) Upon the termination of this Lease, Landlord will be entitled to
recover all unpaid rentals that have accrued through the date of termination
plus the costs of performing any of Tenant's obligations (other than the payment
of rent) that should have been but were not satisfied as of the date of such
termination. In addition, Landlord will be entitled to recover, not as rent or a
penalty but as compensation for Landlord's loss of the benefit of its bargain
with Tenant, the difference between (i) an amount equal to the present value of
the rental and other sums that this Lease provides Tenant will pay for the
remainder of the Primary Term and for the balance of any then effective
extension of the Primary Term, and (ii) the present value of the net future
rentals for such period that will be or with reasonable efforts could be
collected by Landlord by reletting the Premises. For purposes of determining
what cold be collected by Landlord by reletting under the preceding sentence, it
will be assumed that Landlord is not required to relet when other comparable
space in the Shopping center is available for lease and that Landlord will not
be required to incur any cost to relet, other than customary leasing
commissions.
(e) After an event of default by Tenant, Landlord may recover from
Tenant from time to time and Tenant shall pay to Landlord upon demand, whether
or not Landlord has relet the Premises or terminated this Lease, (i) such
expenses as Landlord may incur in recovering possession of the Premises,
terminating this Lease, placing the Premises in good order and condition and
altering or repairing the same for reletting; (ii) all other costs and expenses
(including brokerage commissions and legal fees) paid or incurred by Landlord in
exercising any remedy or as a result of the event of default by Tenant; and
(iii) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform Tenant's obligations under
this Lease or which in the ordinary course of things would be likely to result
form such failure.
(f) In the event that any future amount owing to Landlord or offsetting
an amount owing to Landlord is to be discounted to present value under this
Lease, the present value shall be determined by discounting at the rate of seven
percent per annum.
14.3 LATE CHARGES
Tenant hereby acknowledges that late payment by Tenant to Landlord of
rent and other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting
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charges and late charges which may be imposed on Landlord by the terms of any
mortgage or deed of trust covering the Premises. Accordingly, if an event of
default by Tenant shall arise because any installment of rent or any other sum
due from Tenant shall not be received by Landlord or Landlord's designee on the
date such amount shall be due, Tenant shall pay to Landlord a late charge equal
to ten percent of such overdue amount. The parties hereby agree that such late
charge does not represent interest, but rather represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant.
Acceptance of such late charge by Landlord shall not waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder.
Tenant will be granted a 5-day grace period to cure any delinquency
without penalty.
14.4 DEFAULT BY LANDLORD
If Landlord should be in default in the performance of any of its
obligations under this Lease, Landlord shall have thirty days to cure such
default after receipt of written notice from Tenant specifying such default; or
if such default is of a nature to require more than thirty days to remedy,
Landlord shall have the time reasonably necessary to cure it. Tenant agrees to
serve any notice of claimed default or breach by Landlord under this Lease upon
the lender holding a first mortgage or deed of trust against the Premises,
provided Tenant has been advised of the name and address of such lender. Tenant
waives any statutory lien it may have against rent due under this Lease or
against Landlord's property in Tenant's possession.
14.5 ATTORNEYS' FEES
If Landlord incurs attorneys' fees because of Tenant's failure to cure
a breach of this Lease within any permitted cure period or because of any
request by Tenant for the consent or approval of Landlord to any matter
requiring Landlord's consent or approval under this Lease, then Tenant will
reimburse Landlord for such fees upon demand.
14.6 WAIVERS
No waiver by Landlord of any provision of this Lease will be deemed a
waiver of any other provision or of any subsequent breach by Tenant. Landlord's
consent to or approval of any act will not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act by Tenant.
Landlord's acceptance of rent will not constitute a waiver of any preceding
breach by Tenant of this Lease, regardless of Landlord's knowledge of the
preceding breach at the
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time Landlord accepts the rent. Any payment by Tenant or receipt by Landlord of
a lesser amount than the Minimum Rent and additional rental stipulated in this
Lease will be deemed to be on account of the earliest stipulated rental.
Landlord's failure to take any action in regard to Tenant's default, regardless
of how long, will not constitute a waiver of such default. Any waiver of
Tenant's default must be in writing and signed by Landlord to be effective. Any
written waiver by Landlord will constitute a waiver only in the specific
circumstances described in the waiver.
15. LANDLORD'S LIEN AND SECURITY INTEREST
To secure the payment of all rental and other sums of money due and to
become due hereunder and the faithful performance of this lease by Tenant,
Tenant hereby grants to Landlord an express first and prior contractual lien
upon and security interest all property (including fixtures, equipment, chattels
and merchandise) which may be placed on the Premises by Tenant and all proceeds
thereof, including proceeds of any insurance which may accrue to Tenant by
reason of destruction of or damage to any such property. Such property shall not
be removed from the Premises without the written consent of landlord until all
arrearages in rent and other sums of money then due to Landlord hereunder shall
first have been paid. All exemption laws are hereby waived in favor of said lien
and security interest. This lien and security interest are given in addition to
any Landlord's statutory lien and shall be cumulative thereto. Upon the
occurrence of an event of default, this security interest may be foreclosed with
or without court proceedings by public or private sale provided Landlord gives
Tenant at least fifteen days' notice of the time and place of said sale, and
Landlord shall have the right to become the purchaser, upon being the highest
bidder at such sale. Contemporaneously with the execution of this lease (or
thereafter if requested by Landlord), Tenant shall execute and deliver to
Landlord uniform commercial code financing statements in sufficient form so that
when properly filed, the security interest hereby granted shall be perfected.
Upon request by Landlord, Tenant shall also execute and deliver to Landlord
uniform commercial code financing statement change instruments in sufficient
form to reflect any proper amendment or modification in or extension of the
contractual lien and security interest hereby granted. A carbon, photographic or
other reproduction of this Lease will suffice and may be filed as a financing
statement. Landlord shall, in addition to all of its rights hereunder, also have
all of the rights and remedies of a secured party under the uniform commercial
code as adopted in the state in which the Premises are located.
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16. SECURITY DEPOSIT
An additional security for the faithful performance by Tenant of all of
the terms and conditions upon Tenant's part to be performed, Tenant has
deposited with Landlord a security deposit (the "Security Deposit") in the
amount specified in the Basic Lease Information. Such amount shall be returned
to Tenant, without interest, on the day herein set forth for the expiration of
the Lease Term if Tenant has fully and faithfully carried out all of the terms,
covenants and conditions on its part to be performed. Landlord shall not be
required to keep the Security Deposit separate from its general funds. Landlord
may, from time to time, without prejudice to any other remedy, use the Security
Deposit to the extent necessary to make good any arrearages of rent or
additional rent, or to satisfy any other covenant or obligation of Tenant
hereunder, and Tenant shall pay to Landlord on demand a sum sufficient to
restore the Security Deposit to its original amount, and upon the failure of
Tenant to do so, Landlord may exercise any of the remedies available to it as
provided in Article 14 hereof. If Landlord transfers its interest in the
Premises, Landlord may assign the Security Deposit to the transferee and
thereafter shall have no further liability for the return of such Security
Deposit, and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to each successive landlord. Tenant
further covenants that it will not assign or encumber or attempt to assign or
encumber the monies deposited herein as security and that neither Landlord nor
its successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance. In the absence of evidence
satisfactory to Landlord of an assignment of the right to receive the Security
Deposit or the remaining balance thereof, Landlord may return the Security
Deposit to the original Tenant, regardless of one or more assignments of this
Lease by Tenant.
17. QUIET ENJOYMENT AND SUBORDINATION
17.1 COVENANT OF QUIET ENJOYMENT
Tenant, upon payment of the rents herein reserved and performance of
the terms, conditions, covenants and agreements herein contained, may peaceably
and quietly have, hold and enjoy the Premises during the full term of this
Lease, including any extension thereof, without hindrance or interruption by
Landlord or any other person or entity lawfully claiming an interest in the
Premises by, through, or under Landlord, subject, however, to the terms of and
conditions hereof and subject and subordinate to any deed of trust or other
liens and encumbrances affecting the Premises.
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17.2 SUBORDINATION
This Lease is subject and subordinate to any deed of trust which now or
may in the future affect the Premises or any interest of Landlord in the
Shopping Center, and to all increases, renewals, modifications, consolidations,
replacements, and extensions thereof. This Paragraph is self operative. No
further instrument is required to effect the subordination of this Lease to any
deed of trust. In confirmation of the subordination, however, Tenant agrees to
execute, acknowledge, and delivery promptly any certificate or instrument
requested by Landlord that evidences the subordination. Tenant agrees that if
the Premises are sold at foreclosure under any deed of trust or are transferred
in lieu of foreclosure, Tenant will attorn to the purchaser or transferee upon
request.
18. RIGHTS RESERVED BY LANDLORD
Landlord reserves the following rights, exercisable without notice and
without liability to Tenant and without causing an eviction (constructive or
actual) or giving rise to any claim for setoff or abatement of rent:
(a) to designate and approve, prior to installation, all types of
window shades, blinds, drapes, awnings, window ventilators and other similar
equipment, and to control all internal lighting that may be visible from the
exterior of the Premises;
(b) to enter upon the Premises at reasonable hours to inspect, clean or
make repairs or alterations (without implying any obligation to do so) and to
show the Premises to prospective lenders, purchasers and tenants and, if the
Premises are vacated, to prepare them for reoccupancy;
(c) to retain and use in appropriate instances keys to all doors into
and within the Premises (Tenant shall not change or add locks without the prior
written consent of Landlord);
(d) to decorate and to make repairs, alterations, additions or
improvements (whether structural or otherwise) to and about the Shopping Center
and, for such purposes, to enter upon the Premises, and to change the
arrangement and location of parking areas, entrances, driveways and other Common
Areas, all without abatement of rent or impairing Tenant's obligations so long
as the Premises are reasonably accessible and fit for the use expressly
permitted in this Lease; and
(e) to grant to anyone the exclusive right to conduct any business or
render any service in or to the Shopping Center, provided such exclusive right
does not exclude Tenant from the use expressly permitted in this Lease.
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19. SURRENDER OF PREMISES AND HOLDING OVER
Upon the expiration of the term hereof Tenant shall deliver all keys to
the Premises to Landlord and shall surrender the Premises to Landlord in as good
order and condition as at the commencement of the Lease Term except for ordinary
wear and tear and damage by fire and other standard extended coverage perils. In
the event Tenant continues to occupy the Premises after the expiration of the
Lease Term, such occupancy shall be considered a tenancy from month-to-month at
a monthly rental equal to twice the highest amount of Minimum Rent and
additional rental due for any calendar month of the Lease Term and such tenancy
shall be upon and subject to all of the other terms, provisions, covenants and
agreements set forth herein, except that Tenant shall have no right to renew
this Lease or to extend or continue possession hereunder nor have any other
option that may be hereby granted to Tenant. Upon the expiration or termination
of this Lease, if Tenant is not then in default, Tenant may remove, at its
expense, any trade fixtures and unattached personal property previously placed
in the Premises by Tenant; but any damage to the Premises caused by such removal
shall be repaired by Tenant at the time of the removal. All other installations
(including air conditioning equipment, duct work, electric and water connections
and electric lighting fixtures) and all repairs, improvements, replacements and
alterations to the Premises made by Tenant shall, upon being installed, become
the property of Landlord. However, Tenant shall promptly remove any alterations
or improvements to the Premises made by it if requested to do so by Landlord,
and shall repair any damage to the Premises resulting from such removal. Tenant
shall continue to pay all rent until Tenant has made all alterations and
corrections as are required herein by Tenant, and until the additions and
improvements Tenant is entitled or required to remove have been removed, and
until all repairs required to be made by Tenant have been made. If, after the
occurrence of an event of default, or upon the expiration or termination of this
Lease, Tenant moves out or is dispossessed and fails to remove any trade
fixtures, signs or other personal property placed on the Premises by Tenant
prior to such moving out or dispossession, then and in any such events the said
fixtures, signs and property shall at Landlord's option be deemed abandoned by
Tenant and become the property of Landlord. Landlord shall not be liable for
trespass, conversion or negligence by reason of its acts or the acts of anyone
claiming under it or by reason of the negligence of any other person with
respect to the acquisition and/or disposition of such property, whether or not
deemed to be abandoned by Tenant.
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20. ESTOPPEL CERTIFICATE AND FINANCIAL STATEMENTS
20.1 ESTOPPEL CERTIFICATE
Tenant shall from time to time, within ten days after receipt of
written request by Landlord, deliver a statement in writing certifying:
(a) that this Lease is unmodified and in full force and effect (or if
modified that this Lease as so modified is in full force and effect);
(b) the Commencement Date of the Lease Term, the term of this Lease and
the monthly Minimum Rent and additional rental, and the amount of any advance
rental payments made or security deposits in the possession of Landlord;
(c) that Landlord is not in default under any provision of the Lease
(or if in default, the nature thereof in detail) and a statement as to any
outstanding obligations on the part of Landlord or Tenant;
(d) that, if requested by Landlord or Landlord's mortgagee or assignee,
Tenant will not pay rent for more than one month in advance; and
(e) that no modification (except as described in such statement) or
termination of this Lease executed or effected by Tenant shall be binding upon
any mortgagee holding a mortgage or deed of trust covering the Shopping Center
granted by Landlord without notice to and approval of such mortgagee.
Tenant's failure to deliver such statement within such time shall be conclusive
upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that there are no
uncured defaults in Landlord's performance hereunder, and (iii) that not more
than one month's rent has been paid in advance hereunder; and, at Landlord's
option, Tenant's failure to deliver such statement within such time shall
constitute a noncurable event of default by Tenant.
20.2 FINANCIAL STATEMENTS
Tenant will also furnish Landlord from time to time, within ten days
after receipt of a written request, current financial statements of Tenant and
of any guarantor of Tenant's obligations hereunder, which are certified by
Tenant or by an independent certified public accountant to have been prepared in
accordance with generally accepted accounting principles or on some other basis
acceptable to Landlord. And if requested by Landlord, Tenant will furnish
Landlord before the tenth day of each calendar month a report certified by
Tenant showing the gross
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sales generated in or from the Premises during the then preceding calendar
month. Any such financial statements and sales reports provided by Tenant may be
relied upon by any prospective purchaser or mortgagee of the Land or any
interest therein.
21. LANDLORD'S LIABILITY
Landlord shall not be personally liable to Tenant for the breach by
Landlord of any covenant, representation or warranty made by Landlord in
connection with this Lease; and Tenant agrees that any judgment for damages
rendered in favor of Tenant for any such breach by Landlord shall be satisfied
only by levy of execution upon Landlord's interest in the Shopping Center and
that Tenant will not seek to hold Landlord personally liable for such breach or
to levy execution upon any other property or assets of Landlord to satisfy such
judgment.
22. OVERHEAD AND ADMINISTRATIVE EXPENSES
In determining any costs that Landlord pays or incurs to make any
repairs required of Tenant or to perform any other obligation of Tenant, which
Tenant fails to make or perform, Landlord shall be entitled to add 15% to its
direct costs to cover its overhead and administrative expenses. Further, a 15%
overhead and administrative charge will be added to any costs paid or incurred
by Landlord or provide Tenant with special services or facilities that are not
required, by the terms of this Lease to be provided at Landlord's expense. Thus,
for example, if Landlord incurs any cost to make repairs required of Tenant
pursuant to Paragraph 4.2, Landlord shall be entitled to charge Tenant such
costs plus 15% to cover Landlord's overhead and administrative expenses.
23. MISCELLANEOUS
23.1 NOTICES
Any notice or document required or permitted to be delivered hereunder
shall be in writing and shall be deemed to be delivered, whether actually
received or not, upon first attempted delivery when postmarked by the U.S.
Postal Service, postage prepaid, registered or certified mail, return receipt
requested, or sent by courier or Express Mail where evidence of delivery is
retained, addressed to the parties at the respective mailing addresses set out
in the Basic Lease Information, or at such other address as they have at least
ten days theretofore specified by written notice delivered in accordance
herewith.
23.2 SUCCESSORS AND ASSIGNS
The conditions, covenants and agreements contained in this Lease shall
be binding upon and, subject to the restrictions herein concerning assignment
and subletting, inure to the benefit
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of the parties hereto, their respect heirs, executors, administrators,
successors and assigns.
23.3 JOINT AND SEVERAL LIABILITY
If Tenant is more than one person or entity, all such persons or
entities shall be jointly and severally liable hereunder for the obligations of
Tenant.
23.4 SUBMISSION OF LEASE
THE SUBMISSION OF THIS LEASE FOR EXAMINATION DOES NOT CONSTITUTE AN
OFFER TO LEASE, AND THIS LEASE BECOMES EFFECTIVE ONLY UPON EXECUTION HEREOF BY
TENANT AND BY A REPRESENTATIVE OF LANDLORD AUTHORIZED TO EXECUTE THE LEASE.
23.5 ENTIRE AGREEMENT; AMENDMENTS
This Lease and the Addenda which are part of this Lease supersede any
prior agreements between the parties concerning the Premises, and no oral
statements, representations or prior written matter relating to the subject
matter hereof, but not contained in this Lease, shall have any force or effect.
Nothing contained in this Lease, including the site plan on Exhibit A, shall
give rise to duties or covenants on the part of the Landlord, express or
implied, other than the express duties and covenants set forth herein. ANY
REPRESENTATION OF LANDLORD'S AGENTS OR ANY THIRD PARTY LEASING BROKER OR LEASING
AGENT WHICH IS NOT INCORPORATED IN THIS LEASE SHALL NOT BE BINDING UPON LANDLORD
AND SHOULD BE CONSIDERED AS UNAUTHORIZED. Nothing herein contained shall be
construed to create any partnership or joint venture between the parties, it
being intended that the only relationship between the parties created by this
Lease is a landlord/tenant relationship. This Lease shall not be amended or
added to in any way except by written instruments executed by both parties or
their respective successors in interest.
23.6 REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENANT
Tenant represents, warrants and covenants that it is now in a solvent
condition; that no bankruptcy or insolvency proceedings are pending or
contemplated by or against Tenant or any guarantor of Tenant's obligations under
this Lease; that all reports, statements and other data furnished by Tenant to
Landlord in connection with this Lease are true and correct in all material
respects; that the execution and delivery of this Lease by Tenant does not
contravene, result in a breach of, or constitute a default under any contract or
agreement to which Tenant is a party or by which Tenant may be bound and does
not violate or contravene any law, order, decree, rule or regulation to which
Tenant is subject; and that there are no judicial or administrative actions,
suits, or proceedings pending or
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threatened against or affecting Tenant or any guarantor of Tenant's obligations
under this Lease. If Tenant is a corporation or partnership, each of the persons
executing this Lease on behalf of Tenant represents and warrants that Tenant is
duly organized and existing, is qualified to do business in the state in which
the Premises are located, has full right and authority to enter into this Lease,
that the persons signing on behalf of Tenant are authorized to do so by
appropriate corporate or partnership action and that the terms, conditions and
covenants in this Lease are enforceable against Tenant. If Tenant is a
corporation, Tenant will deliver certified resolutions to Landlord, upon
request, evidencing that the execution and delivery of this Lease has been duly
authorized and properly executed, and will deliver such other evidence of
existence, authority and good standing as Landlord shall require.
IN WITNESS WHEREOF, this Lease has been duly executed by the parties
hereto as of the day and year first written above.
LANDLORD: Real Alchemy I, L.P. TENANT: Midway Entertainment, Ltd.
---------------------------
By: /s/ X.X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------------ ---------------------------------
Name: X.X. Xxxxxxxx Name: Xxxx Xxxxxxxx
----------------------------- ------------------------
Title: Pres., Energy Alchemy Title: Pres., Fox & Hound,
-------------------------- -------------------------
Inc., General Partner Inc., General Partner
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EXHIBIT "A"
SITE PLAN
31
EXHIBIT "A-1"
LEGAL DESCRIPTION
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EXHIBIT "B"
AGREEMENT FOR CONSTRUCTION
(Tenant Finish Out)
Landlord: Real Alchemy I, L.P.
Tenant: Midway Entertainment, Ltd.
Lease: that certain lease agreement dated June 1, 1995 between
Landlord and Tenant, covering approximately 9,566 rentable
square feet in the Building designated as Suite(s) 200.
Building: 00000 Xxxxxx, Xxxxxx, XX
Landlord's Representative (for coordination of construction):
NAME Xxx Xxxxxxx, JDC Construction Management, Inc.
ADDRESS 0000 X. Xxxxxxx, Xxxxx 000, Xxxxxx, XX
PHONE (000) 000-0000
Tenant's Representative (for coordination of construction):
NAME Same as above
ADDRESS
PHONE
Allowance: $15.00 per rentable square foot of the Premises
Deadline for Commencement Date:
This Agreement is attached to and part of the Lease described above. Any
capitalized term not defined above or in the following provisions is intended to
have the meaning assigned to it in the body of the Lease. Landlord and Tenant
agree as follows:
1. PLANS AND SPECIFICATIONS
(a) On or before July 1, 1995 Tenant's space planner, at no cost
to Landlord, shall prepare and deliver to Landlord a space for
the Premises, showing the proposed location of all partitions
and doors and the layout of the Premises. The selection of
Tenant's space planner shall be subject to the approval of
Landlord.
(b) Within seven (7) business days after receipt of the space
plan, Landlord will approve or disapprove it in writing, and
if disapproved Landlord will provide Tenant with reasons for
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disapproval. Tenant will within three (3) business days after
the receipt of Landlord's written disapproval cause the space
plan to be revised (to satisfy Landlord's objections) and
resubmitted for Landlord's review. The foregoing process shall
be repeated until Landlord has approved the space plan (such
space plan, when approved by Landlord and Tenant, is referred
to as the "Space Plan" below).
(c) On or before August 1, 1995, Tenant's space planner will meet
with Landlord's Representative and Tenant's Representative to
discuss the preparation of a summary of the interior design
and color scheme for the Premises (the sum of the design and
color scheme approved by Landlord is referred to as the
"Design and Color Scheme" below) and to discuss request for
any product specifications for materials, products, finishes
and work desired by Tenant that Landlord does not consider to
be standard for the Building (the list of such product
specifications prepared by Tenant's designated space planner
and approved by Landlord, if any, is referred to as the
"Above-Standard Product Specification List" below).
(d) Without limiting Landlord's right to disapprove of any plans
and specifications submitted by Tenant's space planner, it is
understood that: (i) the Space Plan must be compatible in
Landlord's judgment with the use for which space in the
Building is generally leased, (ii) the Design and Color Scheme
must (a) conform to the design criteria from time to time
established by Landlord for the Building, and (b) be
compatible in Landlord's judgment with the design and colors
of existing finished space in the Building, and (iii) in no
event will Landlord be responsible for the function and
maintenance of the Tenant's Improvements (as defined below
which are different than Landlord's Building standard
improvements.
(e) After receipt of Landlord's written approval of the Space
Plan, the Design and Color Scheme and any above Standard
Product Specification List (as the same may be revised from
time to time with Landlord's written approval), Tenant's space
planner or an engineer selected by Tenant with Landlord's
approval will prepare - if required by Landlord or necessary
for construction - more detailed construction plans (any such
detailed construction plans approved by Landlord, together
with the Space Plans, the Design and Color Scheme and any
Above-Standard Product Specifications List, are collectively
referred to as the "Construction Plans" (see below) for the
improvements contemplated in the Space Plan, the Design and
Color Scheme and any Above Standard Product Specification List
(such improvements are referred to as the "Tenant's
Improvements" in this Agreement). Such detailed construction
plans may include drawings for partitions, doors, reflected
ceiling, telephone outlets, electrical switches and outlets,
and Building standard heating, ventilation and air
conditioning equipment and controls. Within seven (7) business
days after any more detailed construction plans are delivered
to Landlord, Landlord shall approve or disapprove the same in
writing, and if disapproved Landlord shall provide Tenant
reasons for disapproval. Tenant will cause the more detailed
construction plans to be revised (to satisfy Landlord's
objections) and resubmitted for Landlord's review within three
(3) business days after the receipt of Landlord's written
disapproval. The foregoing process shall continue until the
more detailed construction plans are approved by Landlord.
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(f) All Construction Plans must be approved by Landlord in writing
prior to the commencement of construction of Tenant's
Improvements.
2. CONSTRUCTION
(a) Tenant will construct the Tenant's Improvements in a good and
workmanlike manner in accordance with the Construction Plans
using JDG Construction Management, Inc. (such contractor or
contractors are collectively referred to below as "Tenant's
Contractors", whether one or more). Such construction and the
cost of preparing the Construction Plans will be at Tenant's
expense; but Landlord shall provide Tenant with an Allowance
in the amount specified on page one of this Agreement. The
Allowance shall be used only for payment of the sums to be
paid to Tenant's Contractors for construction of Tenant's
Improvements ("Actual Costs") and fees of Tenant's space
planner and engineer (the Actual Costs and the fees of
Tenant's space planner and engineer are collectively referred
to as the "Construction Costs" below). In no event will any
unused portion of the Allowance be applied against Rent under
the Lease Agreement or be paid as a cash advance to Tenant.
(b) If the Construction Costs estimated by Landlord exceed the
Allowance, Tenant will deposit a sum (the "Construction
Deposit" equal to the excess with Landlord prior to the
commencement of any construction. Such deposit will either be
(i) cash or (ii) in the form of a letter of credit from a
financial institution and containing such provisions as are
approved in writing by Landlord (The Construction Deposit, if
any, and the Allowance are collectively referred to as the
"Available Construction Funds" below).
(c) Should Tenant's Contractor require to be paid in stages as
Tenant's Improvements progress in substantial accordance with
the Construction Plans, Landlord shall make disbursements from
the Available Construction Funds to Tenant's Contractors,
provided the following conditions shall be satisfied: (1)
Landlord shall have received executed lien waivers for all
work completed as of the date of payment; (2) all work shall
have been completed as of the date of payment, in the sole
judgment of Landlord is in a good and workmanlike manner; (3)
Landlord shall be entitled to retain a ten percent (10%)
statutory retainage to protect the Premises from future
mechanic's liens; and (4) Tenant shall have complied with such
other requirements as Landlord may reasonably impose shall
have been satisfied.
(d) If any portion of the Available Constructions Funds remains
unexpended after the payment of the Construction Costs, then
the unexpended portion of the Available Construction Funds
will be repaid to Tenant (the "Repayment"); provided, in no
event will the Repayment exceed the cash (if any) deposited
with Landlord as the Construction Deposit.
(e) If the Construction Costs exceeds the Available Construction
Funds, Tenant must pay all such excess costs.
(f) Tenant will not make any cuts in the roof. All roof cuts will
be made by Landlord.
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3. COMMENCEMENT OF THE LEASE TERM
Notwithstanding any provision to the contrary in the Lease or this
Agreement, the commencement date of the Term (as defined in the body of the
Lease) will occur no later than the Deadline for the Commencement Date (as
defined on Page 1 of this Agreement). In addition, Tenant must cause Tenant's
Improvements to be substantially completed no later than 90 days after such
deadline for the Commencement Date.
4. INSURANCE
(a) Prior to the commencement of construction, Tenant must obtain,
and must thereafter maintain, all insurance required of Tenant
in the body of the Lease and any other exhibits. Tenant's
Contractors and other agents of Tenant must obtain
certificates for workmen's compensation, public liability and
builder's risk insurance, all in amounts and with companies
and on forms as Landlord may consider necessary or appropriate
for its protection. Evidence of such certificates, in such
form as required by Landlord, must be delivered to Landlord
before the commencement of construction of Tenant's
Improvements.
(b) Landlord shall not be liable for any injury, loss or damage to
any of Tenant's installations or decorations made prior to the
Commencement Date. Tenant shall indemnify and hold harmless
Landlord, Landlord's Representative and any other agent of
Landlord from and against any and all costs, expenses, claims,
liabilities and causes of action arising out of or in
connection with work performed in the Premises by Tenant,
Tenant's Contractors or any other agent of Tenant.
5. WARRANTIES
THE WARRANTIES HEREIN EXPRESSED ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES (INCLUDING IMPLIED WARRANTIES AND LIABILITIES BY REASON OF THE
CONSTRUCTION OF SAID IMPROVEMENTS OR OTHERWISE. Landlord warrants the
improvements, if any, constructed on the Premises by Landlord for the Tenant
named herein (but not improvements constructed for and used by any prior tenant,
with respect to which Landlord makes no warranty whatsoever) for a period of one
year from the commencement date of the Lease against all material defects
(including latent defects) and agrees during such period to correct such defects
upon receiving written notice thereof from Tenant. LANDLORD'S LIABILITY UNDER
THIS WARRANTY SHALL BE LIMITED STRICTLY TO THE COST OF CORRECTING SUCH DEFECTS
AND SHALL IN NO EVENT INCLUDE CONSEQUENTIAL DAMAGES. SUCH WARRANTY SHALL NOT
COVER ANY DEFECTS, DAMAGES, OR REPAIRS CAUSED BY OR RESULTING FROM, DIRECTLY OR
INDIRECTLY, THE MOVEMENT OF THE SOIL DUE TO CHANGES IN MOISTURE SATURATION.
LANDLORD MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE
SUITABILITY OF THE PREMISES OR AS TO IMPROVEMENTS CONSTRUCTED BY TENANT OR
TENANT'S CONTRACTORS.
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Exhibit C
CERTIFICATE OF ACCEPTANCE
Shopping Center: Midway Square
Landlord: Real Alchemy I, L.P.
Tenant: Midway Entertainment, Ltd.
This certificate is being executed pursuant to the Shopping Center Lease (the
"Lease") for space in the Shopping Center named above, executed on the 1st day
of December, 1995 between the landlord named above ("Landlord"), and the tenant
named above ("Tenant").
Tenant certifies to and agrees with Landlord and Landlord's successors, assigns,
prospective purchasers and prospective lenders that:
1. Landlord has fully completed any construction work and leasehold
improvements required of Landlord under the terms of the Lease and/or
any other agreement between Landlord and Tenant concerning the
Premises.
2. The Premises are tenantable, Landlord has no further obligation for
construction, and Tenant acknowledges that the Shopping Center and the
Premises are satisfactory in all respects. Further, the Premises are
suitable for the Permitted Use specified in the Lease.
3. Tenant has taken possession of and has accepted the Premises, and the
Minimum Rent and additional rent are presently accruing in accordance
with the terms of the Lease.
4. The Lease Term will expire the 1st day of December, 2000, unless sooner
terminated or extended pursuant to any provision of the Lease.
5. All capitalized terms not defined herein shall have the meaning
assigned to them in the Lease.
Certified and Agreed this 1st day of December, 1995.
TENANT: MIDWAY ENTERTAINMENT, LTD.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx, President
----------------------------
Title: Fox & Hound II, Inc. General
----------------------------
Partner
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EXHIBIT F
RULES AND REGULATIONS
1. Signs Tenant shall not inscribe any inscription or post, place or in
any manner display any sign, notice, picture, placard or advertising
matter whatsoever anywhere in or about Premises at places visible
(either directly or indirectly as an outline or shadow on a glass pane)
from anywhere outside of the Premises or from public and common areas
within Premises without first obtaining Landlord's written consent
thereto and Landlord shall specify the color, size, style, and material
to be used.
2. Showcases No showcase shall be placed in front of or in the lobbies or
corridors of the Premises and Landlord reserves the right to remove all
showcases so placed and all signs other than those above provided for,
without notice and at the expense of the tenant responsible.
3. Installation of Signs All exterior and interior signs must be installed
by Landlord or someone designated by Landlord and the actual cost
thereof shall be paid by Tenant and all such signs are so placed at the
risk of the Tenant.
4. Telephone Connections If Tenant desires telegraphic, cable television,
or telephone connections, Landlord will direct electricians where the
wires are to be introduced and without such direction no boring or
cutting for wires shall be permitted.
5. Submission of Plans Tenant shall submit to Landlord for Landlord's
approval, a copy of its construction and equipment layout plan prior to
commencement of construction. In the event that Tenant is unable to
obtain Landlord's approval for said plans and layout, this Lease shall
at Tenant's sole option be deemed null and void and any amounts paid by
Tenant to Landlord pursuant to this lease shall be reimbursed to Tenant
without offset.
6. No Nuisances Tenant shall not do or permit anything to be done in the
Premises which will be dangerous to life, or limb, or which will tend
to create a nuisance or injure the reputation of the Building/s. Tenant
shall not use burning fluid, camphene, alcohol, kerosene, or anything
else in order to light or heat the Premises except steam, gas, or
electricity. Tenant shall not bring into the premises or keep therein
any heating or lighting apparatus other than that provided by Landlord;
or install any air conditioning or air cooling apparatus without the
written consent of Landlord; or in any way injure, modify, or tamper
with any of such apparatus in any manner or in any manner in violation
of the regulations of the Fire Department, or with any insurance policy
upon said Building/s or any part thereof. Tenant shall not do or permit
to be done in the Premises any activity in conflict with any of the
laws, rules, or regulations of any governmental agency or municipality
having jurisdiction, or use the Premises for an illegal or immoral
purpose. No beer, wine or intoxicating liquor shall be sold on or about
the Premises without the written consent of Landlord in each instance.
7. Passageways The sidewalk, passages, lobbies, corridors, elevators and
stairways shall not be obstructed by Tenant; or used except for ingress
and egress from and to the Premises. The doors, skylights, windows and
transoms that reflect or admit light into passageways or into any place
in said Building/s, shall not be covered or obstructed by Tenant.
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8. Water Closets The water closets and other apparatus shall not be used
for any purpose other than those for which they were constructed, and
no sweepings, rubbish, rags or other substances shall be thrown
therein. Any damage resulting to them from misuse shall be borne by the
tenant who shall cause it.
9. No Defacing or Offensive Business Tenant and its employees and guests
are not to injure or deface the Building/s nor the woodwork, nor the
walls of the Premises, nor to carry on upon the premises any noisome,
noxious, noisy or offensive business nor conduct an auction therein,
nor interfere in any way with other tenants or those having business
with them.
10. No Lodging No room or rooms on or about the Premises shall be occupied
or used as sleeping or lodging apartments.
11. Lock All Doors Tenant shall, when leaving Premises at close of
business, or unoccupied at any time, lock all doors and windows and for
any default or carelessness in this respect shall make good all injury
sustained by other tenants and by Landlord or by either of them, for
damages resulting from such default or carelessness.
12. No Animals No animal or bird shall be allowed in any part of the
Premises or Building/s without the consent of Landlord.
13. No Accumulation of Rubbish Tenant shall not accumulate or store on or
about the Premises any waste paper, discarded records, paper files,
sweepings, rags, rubbish or other combustible matter other than the
normal accumulation needed to conduct the Permitted Use of the
Premises. Nothing shall be thrown by Tenant, its employees or guests,
out of the windows or doors or down the passages or skylights or over
balcony rails of the Building/s or in the parking areas.
14. Exclusion of Peace Disturbers Landlord reserves the right to exclude
from the Premises or Building/s all drunken persons, idlers, diseased
persons, peddlers, solicitors, persons of a general character or
conduct so as to create a disturbance, and persons entering in crowds
or in such unusual numbers as to cause inconvenience to tenants of the
Building/s.
Changes to Rules Landlord reserves the right to change these rules and
to make such other and further reasonable rules and regulations either
as it affects one or all tenants as in its judgment may from time to
time be needed for the safety, care and cleanliness of the Center, for
the preservation of good order therein or for any other cause. When
such changes are made such modified or new rules shall be deemed a part
hereof with the same effect as if written herein, when a copy shall
have been delivered to Tenant or left with some person in charge of the
Premises.
15. No Live Christmas Trees No live or fresh cut Christmas Trees are
permitted on or about the Premises.
16. No Picnics No outside picnics or barbecues are permitted without the
prior written consent of Landlord.
17. No Outside Storage No outside storage or any material is permitted.
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