COVER SHEET TO LEASE AGREEMENT

 

 

• Date of Lease: XXX

 

• “XXX LLC, a XXX limited liability company Address:                                  O. Box XXX

 

• “XXX , LLC, a XXX  limited liability company Address:                                  XXX,

 

• “Shopping Center” Bonner Springs Plaza Shopping Center Located at:                             XXX

 

• Tenant’s Retail Shop containing approximately 2,000 square feet commonly known as

“Leased Premises”                   638 S. 130^th St, XXX

 

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• Original Term: Three (3) years and four(4) months (see Section 2)

 

Renewal Term:                        Two (2) options of three (3) years each

 

• Commencement Date: XXX

 

Expiration Date:                      This lease terminates on XXX

 

• Base Rent: (See Section 1)

 

		Lease Months	Annual Rent	Monthly Rent
	Original Term:	1-4	N/A	None
		5-40	$26,000.00	$2,166.66
	Renewal Term:	1-36	$28,000.00	$2,333.33
		37-72	$32,000.00	$2,666.66
(i)	Percentage Rent:	None
(j)	Permitted Use:	For the following purpose and no other purpose or purposes: Children’s play area and cafe. It is also understood that employee parking will be permitted only in the rear of the building and not in front of the building unless written approval is given by Landlord.
(k)	Trade Name of Tenant:	Intentionally Deleted
(l)	“Broker”:	Block Real Estate Services (“BRES”) is acting as Tenants consultant and will be paid per a separate agreement with the Listing Broker.
(m)	Security Deposit:	$2,166.66

 

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• Rent Deposit: First Month’s Prorated Rent due after lease execution

 

• Estimated contributions for current calendar year, based upon Tenant’s pro-rata share of the Shopping Center, including Taxes (Section 10), Insurance (Section 3.11) and Common Area Maintenance Costs (Section 3.12). These charges are due and payable monthly and are reconciled to actual expenses annually and to be further defined in Lease. Estimated contributions for current calendar year:

 

Annual Amount                       Monthly Amount:

 

$11,037.96                              $919.83

 

• Condition of Leased Premises (See Section 5)

 

• Guarantors: XXX

Ritter

 

• Riders: There are no riders attached to this Lease

 

• Business Hours: Seven (7) days each week, excluding holidays

 

• Exclusive: For as long as Tenant is not in default under the terms and provisions

of this Lease, and so long as Tenant continuously operates its business in the Premises for the operation of a children’s play area and cafe, Landlord agrees not to lease any space within the Shopping Center to any other tenant whose primary use of such space is as a children’s play area except incidental to a tenant’s transactions, or to any tenant over 2,500 square feet.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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LEASE AGREEMENT

 

 

This Lease Agreement (hereinafter sometimes referred to as the “Lease” or “Lease Agreement”) is made and entered into this 13^th day of April, 2022 between New Venture I, LLC, a Kansas limited liability company (“Landlord”) and Rough and Bumble KC, LLC, a Kansas limited liability company (“Tenant”).

 

ARTICLE I: LEASED PREMISES

 

• Description. Landlord hereby leases to Tenant, and Tenant leases and accepts, subject to the Terms and conditions of this Lease, the Premises referred to as the Leased Premises, as described on the Cover Sheet Item (e) and as designated on the attached Site Plan (the “Site Plan”) marked Exhibit “B” and incorporated herein by reference. The Leased Premises are located upon property on which Landlord has constructed, or proposes to construct, a Shopping Center substantially in accordance with the Site The Term “Shopping Center” used herein shall include the entire proposed development, including any and all existing or proposed structures (whether reflected in Exhibit “B” or hereafter incorporated in the Shopping Center during the Term or any extension thereof), parking facilities, Common Areas (as defined in Section 5.1 hereof), and the like, to be built on the realty shown on said Exhibit “B”, as the same and may from time to time be reduced, or as the same may from time to time be increased by the addition of other land, together with structures and improvements thereon which may from time to time be included by the Landlord in the development. The legal description of the Shopping Center is set forth on Exhibit “A” attached hereto, which is incorporated herein by this reference.

 

• Exception and Reservation. Landlord reserves and excepts from the Leased Premises the roof and exterior walls of the buildings of which the Leased Premises are a part, and further reserves the right of access in, over and upon the Leased Premises as may be necessary or advisable for the servicing of the Leased Premises or other portions of the Shopping Center as determined in Landlord’s sole

 

• Shopping Center Provisions. No rights or remedies shall accrue to Tenant arising out of the failure of Landlord to construct or lease any other parts of the Shopping Center or from any changes in the occupancy by other Tenant’s in the Shopping Center. It is understood that said Exhibit “B” Site Plan sets forth the general layout of the Shopping Center but shall not be deemed as a warranty, representation or agreement on the part of Landlord that the Shopping Center layout will be exactly as depicted on the Site Plan and Landlord specifically reserves the right from time to time in its sole discretion and without the consent of Tenant: (i) to change the number, size, height (including additional stories) or locations of the buildings or Common Areas in the Shopping Center as Landlord may deem proper; (ii) to change or modify any means of ingress or egress; (iii) to construct building(s) and/or kiosk(s) on or in the Common Areas; and (iv) to add additional land or buildings or both to the Shopping

 

ARTICLE II: TERM AND PREMISES FINISH WORK

 

• Commencement of Base Rent and Other Charges. The Commencement Date of this Lease shall be April 13, 2022. In the event Commencement date does not occur on the first day of the month, then the Commencement Date shall be on the first day of the month next succeeding. However, Tenant shall pay Base Rent for the fractional month on a per diem basis (calculated on the basis of a thirty day month) until the Commencement Date. Thereafter, Base Rent shall be paid in equal monthly installments in advance on the first day of each month during the Term of this Lease as provided in Section 1 hereof.

 

• Length of Term/Extensions. The Term (the “Term”) of this Lease shall be as set forth in item

(f) of the Cover Sheet commencing with the Commencement Date determined in accordance with Section 2.1 hereof. Tenant, at its option, shall be entitled to the privilege and option of two (2) extensions of this Lease, such

 

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extensions to be for a period of three (3) years each, subject to all the Terms and conditions herein provided; provided, however, that unless Tenant shall notify Landlord in writing at least one hundred eighty (180) days prior to the expiration of the original Term hereof of its intention to exercise the option to extend the Term of this Lease, Tenant shall be deemed to have not exercised its option to extend for the next ensuing Term and shall be deemed to have Terminated this Lease at the end of that the then current Term and shall not be required to give further notice of its intention to Terminate this Lease. Notwithstanding anything to the contrary contained in this paragraph, Tenant shall not have the right to extend the Term of this Lease for any extended Term if one hundred eighty (180) days prior to the expiration date of the then current Term, Tenant shall be in default under this Lease beyond any applicable grace period.

 

• Landlord’s Work. Landlord agrees at its cost and expense to complete Landlord’s work set forth on Exhibit “C” hereto and to deliver possession of the Leased Premises to Tenant in a substantially completed The Term “substantially completed” as used in this Lease shall mean that the work, if any, to be performed by Landlord as described in Exhibit “C” hereof (“Landlord’s Work”) has been completed with the exception of minor items which can be completed without material interference with the installation of fixtures or improvements for Tenant’s business.

 

• Tenant’s Work. Other than Landlord’s work, Tenant shall make all other necessary improvements to the Leased Premises to operate Tenant’s business (“Tenant’s Work”) as set forth on Exhibit “C” Tenant’s Work shall comply with all applicable statutes, ordinances, regulations, and codes and all strictly comply with the requirements of Article VIII hereof. Tenant may not puncture the roof or interfere with the sprinkler system without specific written permission from Landlord. Landlord shall allow Tenant access to the Leased Premises following substantial completion of Landlord’s work and prior to the Commencement Date to install fixtures and equipment. Any work done by Tenant prior to the Commencement Date shall be done in a manner as will not interfere with the progress of Landlord’s Work and Landlord shall have no liability or responsibility for loss of, or any damage to fixtures, equipment or other property of Tenant so installed or placed on the Leased Premises.

 

• Condition of Leased Premises. As of the time Tenant takes possession of the Leased Premises, Landlord, at its cost and expense, shall cause the air conditioning, heating, plumbing, electrical systems and equipment to be in working condition. Except as provided in this Section 2.5, the respective obligations of Landlord and Tenant with respect to maintenance and repairs are governed by Article VI

 

• Surrender of Leased Premises. Upon expiration of the initial Term or any renewal Term, or early Termination of this Lease as provided herein, Tenant agrees to deliver the Leased Premises in the same condition as received by it on the Commencement Date (subject to the removals herein required), reasonable wear and tear excepted, and shall surrender all keys for the Leased Premises to Landlord at the place then fixed for the payment of rent and shall inform Landlord of all combinations of locks, safes and vaults, if any, in the Leased Tenant’s obligations and covenants in this Section 2.6 shall survive the Termination or expiration of the Term of this Lease.

 

• Holding Over. In the event Tenant remains in possession of the Leased Premises after the expiration of this Lease, it shall be deemed to be occupying the Leased Premises as a Tenant from month-to- month, subject to all of the Terms of this Lease insofar as the same or applicable to a month to month tenancy, except that the Base Rent (as defined in Section 3.1) shall be double the amount provided in (h) of the Cover

 

ARTICLE III: RENT AND OTHER TENANT CONTRIBUTIONS

 

• Base Rent. As rent for the use and occupancy of the Leased Premises, Tenant shall pay monthly to Landlord the sum described as Base Rent on the Cover Sheet (Item (h)) (the “Base Rent”) during the Term of

 

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this Lease, in advance on the first day of each month without any prior demand therefor and without setoff at the location indicated on the Cover Sheet (Item (b)), or at such other place as Landlord may designate from time to time by notice to Tenant

 

• Intentionally

 

• Lease Year. The Term “Lease Year” shall mean the twelve (12) month period beginning on the first day of January immediately following the Commencement Date referred to in Article II above and terminating on the succeeding December 31st and each succeeding calendar year.

 

• Partial Year. The Term “Partial Year” shall mean the period between the Commencement Date determined under Article II and the succeeding December 31st, or, in the alternative, shall be the period beginning with the first day of January in the final year of the Term of this Lease (or any renewal year hereof) and ending on the last day of the Term of this

 

• Intentionally

 

• Intentionally

 

• Intentionally

 

• Additional Rent. Tenant shall pay as Additional Rent all sums of money or charges required to be paid by Tenant under this Lease, whether or not the same be designated “Additional Rent”. If such amounts or charges are not paid at the time provided in this Lease they shall nevertheless, if not paid when due, be collectible as Additional Rent with the next installment of Base Rent falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of

 

• Past Due Rent. All Base Rent, Additional Rent and other sums to be paid by Tenant hereunder shall be paid as provided in this Lease and the nonpayment of any item when due (or with the monthly payments if not otherwise provided for herein) shall constitute an event of default under the Terms hereof. If Tenant shall fail to pay, when the same is due and payable, any Base Rent, Additional Rent, or other sums due hereunder, Landlord may impose, in addition to the unpaid amounts, a late charge a penalty equal to ten percent (10%) of the unpaid amount, or equal to the maximum amount permitted by law, whichever is less. Payment shall not be deemed received if Tenant’s payment is not actually collected (such as checks returned for insufficient funds).

 

• Taxes. Tenant agrees to pay Landlord, as Additional Rent, its proportionate share of all real estate and ad valorem taxes, including any and all general or special assessments, which may be levied or assessed by any lawful authority for each calendar year during the Term hereof including those assessed against the land and/or buildings comprising the Shopping Center. Tenant’s proportionate share of the total amount due shall be the ratio of the total gross square footage of the Leased Premises divided by the total gross square footage of all leasable space in the Shopping Center. Tenant agrees to pay to Landlord on the first day of each month of the Term in advance such amounts as Landlord shall estimate to be equal to 1/12th of Tenant’s annual share of the anticipated taxes for the ensuing year, at the time and place provided for the payment of Base Rent. Upon receipt of the tax bills for any given year, Landlord shall compute the share of said bills due from Tenant and a summary shall be furnished to Tenant reflecting the actual amount of taxes due. In the event the amount paid by Tenant during the preceding period shall be in excess of its proportionate share, the excess shall be credited against the next ensuing tax payments due from Tenant. In the event the amount paid by Tenant during the preceding period shall be less than its proportionate share, then Tenant shall pay the remaining balance within ten (10) days after such notice is furnished by Landlord. The notice furnished to Tenant shall also include a computation of the estimated sums that would be due from Tenant each month for the ensuing twelve (12)

 

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month period and the monthly tax payment to be made as aforesaid shall be adjusted accordingly for the ensuing period. In the event any tax shall be assessed upon rent by any governmental authority to the Leased Premises, said tax shall be paid by Tenant as Additional Rent, in the same proportion as the other taxes hereinbefore provided. In the event Landlord shall elect to contest any proposed increase in taxes, any expense incurred in such contest, including reasonable attorneys’ fees or appraisers’ fees, shall be considered as tax expenses under the terms of this Section, and shall be born by Tenant in the proportion set forth above. In the event the method of taxation applicable to rental property shall be adjusted or modified, a modification agreement with respect to this paragraph shall be entered into to equitability apply the principles hereof to said revised tax system. As used herein, the term “Real Estate Tax” means: (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, including penalty or tax imposed by any taxing or judicial authority against the Shopping Center or land upon which the Shopping Center is located; (ii) any tax on Landlord’s right to receive, or the receipt of, rent or income from the Shopping Center or against Landlord’s business of leasing the Shopping Center; (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Shopping Center by any government agency; (iv) any tax imposed upon this transaction, or based upon a re-assessment of the Shopping Center due to a change in ownership or transfer of all or part of Landlord’s interest in the Shopping Center; and (v) any charge or fee replacing any tax previously included within the definition of Real Estate Tax.

 

• Insurance. Tenant agrees to pay Landlord monthly, as Additional Rent, its proportionate share of all fire and extended coverage insurance determined by Landlord to be required in connection with the Shopping Center. Such sum is to be determined in the same manner as provided for in Section 3.10 for taxes and shall be adjusted annually in the same

 

• Common Area Maintenance. Tenant agrees to pay monthly in advance as Additional Rent, its estimated proportionate share of the cost of repair and maintenance of the Common Areas defined in Article V hereof (“Common Area Maintenance”) of the Shopping Center, which proportionate share shall be the ratio of the total gross square footage of the Leased Premises divided by the total gross square footage of all leasable space in the Shopping The Common Area Maintenance expenses include, without limitation:

 

• Snow removal; maintenance, repair and replacement of all parking lot services, whether surface parking or multi-level parking, service areas and courts, including cleaning, sweeping, painting, striping, and repaving; maintenance and repair of sidewalks, access roads, pathways, grass plots, paintings, curbs, guardrails, bumpers, fences, screens, flagpoles, bicycle racks, Shopping Center identification signs, directional signs, traffic signals, and other traffic markers and signs;

 

• Maintenance and repair of the (i) storm and sanitary drainage systems, including disposal plans and lift stations and retention ponds or basins; (ii) irrigation systems; (iii) electrical, gas, water systems; (iv) lighting systems (including bulbs, poles, and fixtures); (iv) water and sprinkler systems; (vi) other utility systems; (vii) heating, if any, (viii) security systems, including any utility charges in connection with any of the foregoing systems, (ix) paving, curbs, walkways, roofs, ceilings, signage; and (x) air-conditioner filters;

 

• Exterior Planting, replanting and replacing of flowers, shrubbery, plants, trees and other landscaping, including those in walkways adjoining courts and alleys;

 

• Maintenance, operation, repair, janitorial services, supplies and utilities for the Shopping Center including, but not limited to, roofs, roof flashing, parking lot control, canopies, skylights, walkways, courts and alleys, signs, retaining walls, ornaments, statuary, utility costs, planters, benches, exterior of store partitions, fountains, loading docks, stairs, fire exits, doors and hardware, and all other areas and improvements;

 

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• Premiums or contributions for insurance including, without limitation, liability insurance for personal injury, death and property damage; insurance against liability for defamation and claims of false arrest occurring in and about the Shopping Center; worker’s compensation insurance; but excluding therefrom any insurance included with in Section 11 above;

 

• Maintenance and repair of all security devices, machinery and equipment used in

the operation and maintenance of the Shopping Center and all personal property taxes and other charges incurred in connection with such security devices, machinery and equipment;

 

• All license and permit fees, and all surcharges that may result from any environmental or other laws, rules, regulations, guidelines or orders;

 

• The cost of installation and operation of music program services and loud speaker systems; the cost of establishing reserves for future Common Area Maintenance and repair work (which Tenant hereby authorizes Landlord to use as necessary);

 

• Personnel, including, without limitation, security and maintenance personnel on the Shopping Center; and

 

• An additional sum equal to fifteen percent (15%) of all the foregoing costs to cover the administrative costs relative to the operation and maintenance of said Common

 

Within forty-five (45) days after the end of each Lease Year or Partial Year, Landlord shall supply Tenant with a statement covering all costs and expenditure as enumerated in this Section and a determination of Tenant’s proportionate share. In the event the amount paid by Tenant shall be less than its proportionate share, the deficiency shall be paid within ten (10) days after notice of such determination by Landlord, or in the alternative, any payment made by Tenant in excess of Tenant’s proportionate share shall be credited to the sums due from Tenant for the next Lease Year or Partial Year. Said statement shall also contain a determination by Landlord of the monthly sum to be paid by Tenant during the succeeding Lease Year or Partial Year, which determination shall be based in part on the statement of expenses for the preceding Lease Year or Partial Year modified by any known or anticipated increases in the cost of said services. Notwithstanding the foregoing, if any item of Common Area Maintenance expense is materially increased because of Tenant’s use of the Leased Premises, Tenant shall pay for such increased expenses directly (without contribution from Landlord or other Tenant’s) within thirty (30) days after receiving notice thereof from Landlord.

 

• Security Deposit. Landlord acknowledges that it has received from Tenant the Security Deposit described in Item (m) of the Cover Sheet (the “Security Deposit”), which is to remain on deposit with Landlord, not in trust or a separate account, during the Term of this Lease and any extensions hereof, as security for the payment of rent and the full and faithful performance by Tenant of the covenants and conditions of this Lease. In the event of any default, the Security Deposit shall be retained by Landlord and may in Landlord’s sole discretion, be applied toward damages arising from such default. Said Security Deposit shall not be construed as liquidated damages. After vacating the Leased Premises at the termination of this Lease and provided no default has occurred, the Security Deposit shall be returned to Tenant. No interest shall be payable on the Security Should Landlord convey its interest under this Lease, the Security Deposit, or the part or portion thereof not previously applied, shall be turned over to Landlord’s grantees or assignees and Tenant hereby releases Landlord from any liability with respect to the Security Deposit and Tenant agrees to look solely to such grantee or assignee for such Security Deposit. This provision shall also apply to subsequent grantees or assignees descending from Landlord. Tenant agrees it will not assign, pledge, mortgage or otherwise hypothecate its interest in the Security Deposit. It is agreed that the Security Deposit is not made in payment of rent but is paid

 

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solely as security by Tenant for the full and faithful performance of the obligations and terms of this Lease. Should the entire Security Deposit, or any portion thereof, be applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant, the Tenant shall, upon written demand by Landlord, remit to Landlord a sufficient amount in cash to restore said Security Deposit to the original sum deposited, and Tenant’s failure to do so within five (5) days after receipt of such demand shall constitute a default under this Lease. The Security Deposit shall not be applied toward payment on the first month’s Base Rent under this Lease.

 

• Rent Deposit. Landlord acknowledges that it has received from Tenant the Rent Deposit described in Item (n) of the Cover Sheet (the Rent Deposit) which shall be applied to the second month’s Base Rent under this

 

• Utilities. Tenant agrees to pay for electricity, gas, sewer, heat, water and all other utilities and all taxes or charges on such utility services which are used on or attributable to the Leased Premises. Tenant is responsible for any Deposits or Fees required by any utility company in setting up their individual accounts. Landlord may elect to furnish any one or more of the above utility services, in which event Tenant shall accept and use such services as furnished by Landlord. Landlord’s charges for providing such utility services shall not exceed the rates charged by local public utility companies to retail customers for the same or similar services. In no event shall Landlord be liable for any interruption or failure in the supply of any utilities to the Leased

 

ARTICLE IV: USE OF LEASED PREMISES

 

• Tenant’s Use And Compliance. Tenant shall use the Leased Premises solely for the purposes described on the Cover Sheet Item (j) and under the Trade Name, if applicable, specified on the Cover Sheet Item (k). Tenant shall not use or permit the Leased Premises to be used for any other purpose or purposes or under any other Trade Name whatsoever without the prior written consent of Landlord. Tenant shall not, without the prior written consent of Landlord, sell merchandise for vending machines or allow any coin-operated vending or gaming machines on, or around, or beyond the Leased Premises. Tenant further covenants and agrees that it will not suffer or permit any person or persons to use the Leased Premises or any part thereof for conducting therein a second-hand store, auction, distress or fire sale or bankruptcy or going-out-of-business sale, or for any use or purpose which may disturb the quiet enjoyment of any other tenant in the Shopping Center or any occupant of property adjoining the Shopping Center, or for any use or purpose in a violation of the laws of United States of America, or the laws, ordinances, regulations and requirements of the State, County and City where the Shopping Center is situated, or of any other lawful authorities and that during said Term the Leased Premises, and every part thereof, shall be kept by Tenant in a clean and wholesome condition free of any objectionable noises, odors or nuisances, and that all health and police regulations and all requirements of Landlord’s insurance shall, in all respects and at all times be fully complied with by

 

• Business Hours And Continuous Operation. Tenant agrees during the Term of this Lease (and any renewal Term) to remain open for business during Business Hours described on the Cover Sheet Item (s) (“Business Hours”), so long as such days are not a legal holiday or not recognized as such. In the event that Tenant ceases to operate its business and is therefore not open for business for any reason whatsoever without the prior written approval of Landlord, Landlord may, at its option, cancel this Lease. Tenant shall be deemed to have ceased to operate its business if Tenant remains closed five (5) consecutive days or is closed a total of fifteen (15) days during any Lease Year or Partial Year, excluding legal holidays. In the event Tenant ceases to operate its business for the purpose permitted herein, or surrenders its keys to the Leased Premises, then after five (5) days following said cessation, Landlord may cancel this Lease by written notice to Tenant at anytime thereafter and then Landlord may possess the Leased Premises and use it as Landlord sees fit unencumbered by this Lease without any further legal action on the part of Landlord. The term “open for business” as used herein shall mean Tenant shall operate all of the Leased Premises during the entire Lease Term with sound business

 

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practice, due diligence and efficiency so as to produce the maximum gross sales of merchandise which may be produced by such manner of operation. Tenant shall provide, install and at all times maintain in the Leased Premises all suitable furniture, fixtures, equipment and all other personal property necessary for the conduct of Tenant’s business therein a businesslike manner, shall carry at all times in the Leased Premises a stock of merchandise of such size, character and quality and shall be reasonably designed to produce the maximum return to Tenant and Landlord, and shall staff the Leased Premises at all times with sufficient sales personnel to service its customers. Tenant shall install and maintain at all times displays of merchandise in the display windows (if any) of the Leased Premises. Tenant shall keep the display windows and signs, if any, in the Leased Premises well lighted during the hours from sundown to sunrise unless prevented by causes beyond the control of Tenant.

 

• Good Merchandising Standards. During the Term of this Lease, Tenant agrees to take all means necessary to prevent any manner of operation or use of the Leased Premises not in accord with good merchandising standards. Without limitation, Tenant expressly covenants and agrees that Tenant will not use, suffer or permit any person to use in any manner whatsoever, the Leased Premises or the Shopping Center or any parts thereof, for a purpose calculated to injure the reputation of the Leased Premises or of the Shopping Center or of adjoining property, or for any immoral or unlawful purpose whatsoever, or for any use, trade, business, occupation or vocation whatsoever that may in anyway be illegal, directly prohibited by existing contracts and agreements, disreputable or immoral, or for any purpose which would interfere with the rights and easements of other tenants.

 

• Advertising Signs. Tenant shall, at its sole cost, erect a sign or signs which shall in all respects comply with the requirements of the sign criteria Exhibit “E” attached hereto and comply with all applicable ordinances, regulations, rules, and laws, of the United States of America in the State, County, and City where the Shopping Center is situated. Tenant shall not affix or maintain upon the glass panes and supports of the display windows (nor within 24 inches of any window), doors and the exterior walls of the Leased Premises, any signs, advertising placards, names, insignia, trademarks, descriptive material or any other similar item without the prior written approval of Landlord. Anything to the contrary in this Lease notwithstanding, Tenant shall not affix any sign to the roof of the Leased Premises or the Shopping Center. In addition, no advertising medium shall be utilized by Tenant which can be heard or experienced outside the Leased Premises including, without limiting the generality of the foregoing, flashing lights, searchlights, loudspeakers, phonographs, radios or television. Tenant shall not display, paint or place or cause to be displayed, painted or placed any handbills, bumper stickers or other advertising devices or any vehicles parked in the parking areas of the Shopping Center whether belonging to the Tenant or to Tenant’s agent, or to any other person; nor shall Tenant distribute, or cause to be distributed, in the Shopping Center, any handbills or other advertising devices, and in the event of a violation of this covenant by Tenant, Tenant shall pay to Landlord the cost and expense necessary to remove any such unauthorized material from the Shopping Center plus $500 for each such occurrence. If Tenant installs any sign that does not meet Landlord’s sign criteria, Landlord shall have the authority (without liability) to enter the Leased Premises, remove and store the subject sign and repair all damage caused by the removal of the sign. All expenses Landlord incurs in removing such sign shall immediately be paid by Tenant as Additional Rent. Landlord reserves the right to remove Tenant’s sign during any period when Landlord repairs, restores, constructs or renovates the Leased Premises or the building of which the Leased Premises are a part; provided, however, Landlord agrees to provide Tenant with advance written notice of Landlord’s need to remove Tenant’s sign for any such repair, restoration, construction or

 

• Tenant Covenants. Notwithstanding anything to the contrary contained herein, this Lease is subject to and made on the understanding that Landlord has granted and/or will grant certain restrictions and exclusive use covenants to other tenants of the Shopping Center (herein the “Tenant Covenants”). Tenant agrees that Tenant’s use and occupancy of the Leased Premises shall not violate any current or future Tenant

 

• Easements. The Shopping Center is and/or maybe encumbered and/or benefited from time to time by certain easements, development and operating covenants, and similar Tenant agrees that it

 

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shall abide by any such agreement as such agreement may be amended from time to time in Landlord’s sole discretion. Landlord shall have the right to enter into and/or terminate any such agreement in Landlord’s sole discretion.

 

• Exclusive. For as long as Tenant is not in default under the terms and provisions of this Lease, and so long as Tenant continuously operates its business in the Premises for the operation of a children’s play area and cafe, Landlord agrees not to lease any space within the Shopping Center to any other tenant whose primary use of such space is as a children’s play area except incidental to a tenant’s transactions, or any tenant over 2,500 square

 

ARTICLE V: COMMON AREAS

 

• Control of Common Areas. All parking areas, driveways, roofs, exterior walls, party walls, entrances and exits thereto, sidewalks, ramps, landscaped areas, exterior stairways, and all other areas and facilities provided by Landlord for the common use of tenants of the Shopping Center and their officers, agents, employees and customers (the “Common Areas”) shall at all times be subject to the exclusive control and management of Landlord. Landlord shall have the right to operate and maintain the same in such manner as Landlord, in its sole discretion, shall determine from time to time, including without limitation, the right to employ all personnel and to make all rules and regulations pertaining and necessary for the proper operation and maintenance of the Common Areas and facilities. Landlord shall have the exclusive right at any and all times to close any portion of the Common Areas for the purpose of making repairs, changes or additions thereto and may change the size, area or arrangement of any portion of the Common Areas including, but not limited to, the parking areas, approaches, exits, entrances, roadways, and all other common and public facilities. Landlord may enter into agreements with adjacent owners for cross-easements for parking, ingress or egress over, across and on the Common Areas. In the event that the lighting controls for the Common Areas shall be located in the Leased Premises, Landlord shall have the right to enter the Leased Premises for the purpose of adjusting or otherwise dealing with said controls as necessary; provided, however, Landlord shall provide Tenant with advance notice of its need to enter the Leased Premises for such adjustments or need to deal with said controls, except in the case of emergency where no advance notice shall be

 

• Use of Common Areas. The use and occupation by Tenant of the Leased Premises shall include the non-exclusive license to use, in common with others entitled thereto, the Common Areas of the Shopping Center, and such other facilities as may be designated from time to time by Landlord, subject, however, to the terms and conditions of this Lease. Tenant and its employees shall park their motor vehicles in such areas as Landlord shall from time to time designate as employee parking areas. Upon request of Landlord, Tenant will furnish the Landlord the license numbers of any automobiles belonging to Tenant or its employees and in the event such vehicles are parked in areas other than those designated for employee parking, Tenant shall pay to Landlord on demand an amount equal to $10.00 per day for each vehicle parked in such non-designated areas. Tenant agrees that all loading and unloading of goods shall be made in such places as are designated by Landlord and that said loading and unloading operations shall be conducted so as not to obstruct or hinder the operation of the businesses of the other tenants in the Shopping Center, nor will Tenant unreasonably block or obstruct any street, sidewalk or right-of-way adjacent to or comprising part of the Shopping Center. Landlord may designate certain portions of the parking areas as reserved for use of certain tenants or customers of certain tenants.

 

Article VI: MAINTENANCE AND REPAIRS

 

• Tenant’s Duty to Repair. Except as provided in Section 2 of this Lease as being required of Landlord, Tenant shall:

 

• Keep and maintain in good order, condition and repair (including any such replacement and restoration as is required for that purpose) the Leased Premises and every part of

 

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thereof and any and all appurtenances thereto, wherever located, including but without limitation, the exterior and interior portion of all doors, door checks, windows, plate glass, storefronts, all plumbing and sewage facilities within the Leased Premises, including free flow up to the main sewer line, fixtures, heating and air conditioning and electrical systems (whether or not located in the Leased Premises), sprinkler system, if any, walls, floors and ceilings, meters applicable to the Tenant’s Leased Premises, and all installations made by Tenant under the terms of this Lease and any exhibits hereto, as herein provide. Tenant shall clean and maintain any grease trap serving the Leased Premises. Tenant shall make all repairs required to be made in the Leased Premises due to burglary of the Leased Premises or other illegal entry into the Leased Premises or any damage to the Leased Premises caused by a strike involving Tenant or its employees. Tenant shall use, at its cost and at intervals reasonably required by Landlord, a reputable service company to clean and replace air conditioning filters. Tenant shall be responsible for servicing and maintaining the HVAC unit. Tenant’s Liability and obligation for repair and/or replacement of the HVAC shall be capped at $1,500.00 per unit per Lease year cumulative during the initial term of the Lease, unless repairs or replacements are necessitated due to the gross negligence or willful misconduct of Tenant. Such cap shall not include routine quarterly maintenance of the HVAC, which shall be at Tenant’s sole cost and expense.

 

• Tenant shall keep and maintain the Leased Premises in a clean, sanitary and safe condition and in accordance with all directions, rules and regulations of the proper officials of the governmental agencies having jurisdiction over the Shopping Center, at the sole cost and expense of Tenant, and Tenant shall comply with all requirements of law, by statute, ordinance or otherwise, affecting the Leased Premises during the Term of this Lease and all appurtenances If Tenant refuses or neglects to commence and to complete repairs promptly and adequately, Landlord   may, but shall not be required to, make and complete said repairs and Tenant shall pay the cost thereof to Landlord as Additional Rent upon demand.

 

• In the event that Tenant shall be in occupancy of the Leased Premises for a term in excess of five (5) years (including any renewal options if provided for elsewhere in this Lease), Tenant agrees to redecorate the interior of the Leased Premises at least every ten (10) years of the Lease Term or renewal Tenant does further agree to participate and cooperate in any remodeling of the Shopping Center when the same is determined by Landlord to be appropriate, provided that said remodeling shall not unreasonably interfere with the operation of Tenant’s business in the Leased Premises.

 

• Landlord’s Duty to Repair. Subject to Landlord’s right to reimbursement for Common Area Maintenance, Landlord shall keep and maintain the foundation, exterior walls and roofs of the building in which the Leased Premises are located and the structural portions of the Leased Premises which were installed by Landlord pursuant to Exhibit “C”, in good repair except that Landlord shall not be called upon to make any such repairs occasioned by the act or neglect of Tenant, its agents, employees, invitees, licensees or contractors. Notwithstanding the prior sentence, Landlord has no obligation for any repair or maintenance item listed in Section 6.1(a) including, without limitations, the doors, door frames, door checks, windows, and window frames located in exterior building walls. Landlord shall not be called upon to make any other improvements or repairs of any kind upon the Leased Premises and appurtenances. Any of the foregoing repairs required to be made by reason of negligence of Tenant, its agents, employees, invitees, licensees, or contractors shall be the responsibility of Tenant notwithstanding the provisions contained in this Section. Landlord shall not be deemed to have breached its obligation to make the repairs required of Landlord as set forth in this Section, or be liable for any damages resulting therefrom, unless Landlord fails to make the same within a reasonable period (taking into consideration the type of repair involved) after receiving written notice from Tenant of the need

 

• Emergency Lighting. In the event that any governmental regulations from time to time shall require emergency lighting to be installed in the Leased Premises, the installation and the maintenance of the

 

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same, including providing battery power, shall be the responsibility of Tenant.

 

• Roof. Tenant will not cause accumulation of any debris or extraneous matter on the roof of the Leased Premises, will not in any matter cut or drive nails into or otherwise mutilate the roof of the Leased Premises and will be responsible for any damage caused to the roof by any act or omission of Tenant, its agents, invitees, licensees, employees or

 

• Trash Pick Up. All trash shall be contained within the Leased Premises or in a container furnished by Tenant at Tenant’s sole expense, and the location approved by Landlord. Tenant shall bear all costs of trash pick-ups and if Landlord elects to furnish the container, all costs of the container, as may be applicable to the Leased Premises. Tenant shall pay such sum the first of each month, which sum shall be separate and distinct from Common Area Tenant shall be required to contract for trash removal with a contractor approved by Landlord.

 

ARTICLE VII: TENANT PROPERTY

 

• Tenant’s Fixtures and Property Removal. For the purpose of this Article VII, the following shall be deemed to be “Tenant’s Property” (subject nonetheless to the security interest granted by Tenant to Landlord pursuant to this Article VII): (a) all movable property other than that furnished by or at the expense of Landlord and (b) all stock in trade and trade fixtures furnished by or at the expense of Tenant (except in replacement of any item theretofore furnished and paid for by Landlord). Subject to Landlord’s security interest in Tenant’s Property, Tenant’s Property may be removed by Tenant at any time provided the same is replaced with items of similar purpose and quality. All the Tenant’s Property, except those items, if any which Landlord shall have given Tenant specific written permission to leave in the Leased Premises, shall be removed at the termination or expiration of this Lease. Tenant shall repair any damage to the Leased Premises, Shopping Center, or land caused by the removal of Tenant’s Property, and all utility lines shall be professionally capped or plugged and Tenant shall restore the Leased Premises, Shopping Center, or real estate, as the case may be, to the same good order and condition that existed immediately prior to such damage. Such repair and restoration shall be made promptly, and in any event prior to the termination of this Lease. If Tenant shall fail to properly remove any of Tenant’s Property, Landlord may remove the same and dispose of it and restore the Leased Premises to good order and condition, and Tenant shall reimburse Landlord for Landlord’s expense in connection therewith, as Additional Rent, within ten (10) days after written notice to Tenant of the amount of such

 

7.2               Security Interest in Tenant’s Property.

 

• For valuable consideration and as security for the payment of Base Rent, Additional Rent, and all other charges required to be paid by Tenant and obligations to be performed by Tenant under this Lease, Tenant hereby grants to Landlord a security interest in and lien on (i) Tenant’s merchandise, inventory, fixtures, equipment and other personal property now or hereafter placed in the Leased Premises; (ii) all of Tenant’s accounts receivable derived                       from Tenant’s business in the Leased Premises; and (iii) the proceeds of the items referred to in clauses (i) and (ii). The items referred to in clauses (i), (ii), and (iii) are herein collectively called the “Collateral”.

 

• Tenant covenants that the security interest hereby granted Landlord is prior to all other security interests in the Collateral; except for any purchase money security interest or the security interest in the Collateral held by Tenant’s primary lender. Landlord further agrees to subordinate the security interest hereby granted to the security interest of Tenant’s primary lender. Tenant agrees not to remove the Collateral or any portion thereof from the Leased Premises without the prior written consent of Landlord; PROVIDED, HOWEVER, the foregoing shall not preclude Tenant from selling its merchandise and inventory in the ordinary course of business prior to the date Landlord re-enters the Leased Premises, as provided in subsection (c) of this Section 2.

 

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• Upon the occurrence of a default entitling Landlord to exercise any of its rights granted under Article VII, then, or at any time thereafter, Landlord shall have the remedies of a secured party under the Uniform Commercial Code of the State in which the Shopping Center is located, including, without limitation, the right to take possession of the Collateral, and for that purpose Landlord may enter upon the Leased Premises and remove the Collateral or any part Landlord shall give Tenant at least five (5) days prior notice of any public sale of the Collateral or the date after which any private sale or any other intended disposition is to be made, and at any such sale, Landlord may purchase the Collateral.

 

• Within ten (10) days after demand therefor from Landlord, Tenant agrees to execute and deliver to Landlord financing statements and such other documents as may be required to perfect the security interest of Landlord in the

 

• The security agreement and the security interest in the Collateral hereby creative shall be terminated when all the Base Rent, Additional Rent and other charges and all obligations of Tenant becoming due during the Term of this Lease, and any renewals or extensions thereof, shall have been fully paid and

 

• Personal Property Taxes. Tenant shall be responsible for and pay before delinquency all municipal, county, or state taxes assessed during the Term of this Lease, and any renewals or extensions thereof, against any leasehold interest of Tenant or personal property of any kind owned by or placed in, upon, or about the Leased Premises by

 

ARTICLE VIII: ALTERATIONS

 

• Alterations. The requirements of this Section 8.1 shall apply to Tenant’s Work as described in Section 2.4 and any alterations thereafter. Tenant shall not, without Landlord’s prior written consent, either make or cause to be made any alterations, including additions and improvements, to the Leased Premises or to any exterior signs, shades or awnings. Consent shall be at Landlord’s sole discretion. Any alterations consented to by Landlord shall be made at Tenant’s sole Tenant shall provide its own trash containers for construction debris; use service entrances to the Leased Premises, if any, conduct no core drilling during business hours; and disrupt other tenants as little as possible. Tenant shall secure any and all governmental permits, approvals or authorizations required in connection with any such work and shall hold Landlord harmless from any and all liability, costs, damages, expenses (including attorney’s fees) and liens resulting therefrom. All alterations (expressly including all light fixtures and floor coverings, except trade fixtures, appliances and equipment that do not become part of the Leased Premises), shall immediately become the property of Landlord and shall remain upon, and be surrounded with the Leased Premises, as a part thereof, at the termination of this Lease, whether by expiration of the Term or otherwise; provided, however, that Landlord may, at its option, by giving written notice to Tenant prior to or within a reasonable time after the termination or expiration of this Lease, require that any or all alterations, installations, decorations, additions or improvements made by Tenant upon the Leased Premises be removed by Tenant at Tenant’s cost, in which case such alterations, installations, decorations, additions and improvements will be removed by Tenant, and the Leased Premises, Shopping Center, and land shall be restored, in the same manner as provided in Section 7.1 hereof, including without limitation, Landlord’s rights to perform Tenant’s obligations without liability and to charge Tenant for same as Additional Rent. At Landlord’s request, Tenant shall utilize only contractors or subcontractors who have contracts in effect at the time the improvements are made with the respective building trade unions which traditionally and normally perform the work of the crafts involved in such work. Upon completion of any such work, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, and proof of payment for all labor and materials.

 

• Mechanic’s Liens. If Tenant makes any alterations or improvements in or to the Leased

 

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Premises, Tenant must pay for same when made and provide copies of lien waivers to Landlord. Nothing in this Lease shall be construed to authorize Tenant or any person dealing with or under Tenant, to charge the rents of the Leased Premises, or the Shopping Center of which the Leased Premises form a part, or the interest of Landlord in the estate of the Leased Premises, or any person under and through whom Landlord has acquired its interest in the estate of the Leased Premises, with a mechanic’s lien or encumbrance of any kind, and under no circumstances shall Tenant be construed to be the agent, employee or representative of Landlord in the making of any such alterations or improvements to the Leased Premises, and the right or power to change any lien, claim or encumbrance of any kind against Landlord’s rents for the Leased Premises or said Shopping Center or land is denied. Tenant or its contractor shall take such steps as are provided by the law for the filing of a statuary bond prior to the initiation of any construction to eliminate the attachment of mechanic’s or materialmen’s liens to the Leased Premises and Shopping Center. If a mechanic’s or materialmen’s lien is threatened by any contractor or supplier, or in the event of the filing of a notice of any such lien, Tenant will promptly pay the same and take steps immediately to have same removed. If same is not removed within ten (10) days from the date of written notice from Landlord, Landlord shall have the right at Landlord’s option, but without obligation, of paying the same or any portion thereof without investigating the validity thereof, and the amounts so paid, including any attorney’s fees and expenses connected therewith and interest at the rate of ten percent (10%) per annum on any sums paid or advanced shall be deemed to be Additional Rent due from Tenant to Landlord and shall be paid to Landlord immediately upon Tenant’s receipt of the bill. Landlord’s election to discharge liens as provided hereunder shall not be construed to be a waiver or cure of Tenant’s default hereunder. Tenant will indemnify and hold Landlord harmless from and against all loss, claims, damages, costs, expenses, and attorney’s fees suffered by Landlord by reason of any repairs, installations or improvements made by Tenant or at Tenant’s direction.

 

ARTICLE IX: INSURANCE AND INDEMNIFICATION

 

• Indemnification of Landlord. Tenant will protect, indemnify, defend and save harmless Landlord, its agents and servants, from and against any and all claims, actions, damages, suits, judgments, decrees, orders, liability and expense (including costs and attorney’s fees) in connection with loss of life, bodily injury, personal injury and/or damage to property of whatever kind or character, howsoever caused, arising from or out of any occurrence in, upon or about the Leased Premises or in the occupancy or use by Tenant of the Leased Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, sublessees or concessionaires. Such covenant by Tenant exists notwithstanding any possible gross negligence or willful misconduct (whether as to both gross negligence or willful misconduct is sole, concurrent or otherwise) on the part of Landlord, its agents, contractors, employees or

 

• Notice of Claim or Suit. Tenant agrees to promptly notify Landlord of any claim, action, proceeding or suit instituted or threatened against Tenant or Landlord (of which Tenant has knowledge). In the event Landlord is made a party to any action for damages which Landlord is indemnified against by Tenant, then Tenant shall pay all costs and shall provide effective counsel in such litigation or shall pay, at Landlord’s option, the attorney’s fees and costs incurred in connection with said litigation by

 

• Liability Insurance. Tenant agrees to maintain at its expense at all times during the Lease Term and any extensions or renewals thereof, full liability insurance properly protecting and indemnifying Landlord and naming Landlord and Landlord’s mortgagee and property management company as additional insureds in an amount not less than $1,000,000 per occurrence and $3,000,000 aggregate for injuries or damages to persons or property of others, with deductibles, where applicable, not in excess of $2500, written by insurers approved by Tenant shall deliver to Landlord certificates of such insurance, which shall declare that the respective insurer may not cancel the same in whole or in part without giving Landlord and Landlord’s mortgagee(s) written notice of its intention to so act at least thirty (30) days in advance.

 

• Personal Property and Business Interruption Insurance. Tenant shall at all times keep and maintain in force and effect its own insurance coverage for loss, damage or injury by whatever means, with

 

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respect to all furniture, fixtures, machinery, equipment, stock in trade, and all other items kept, used, or maintained by Tenant in, on, or about the Leased Premises. Tenant shall also at all times keep and maintain in force and effect its own insurance coverage for loss, damage or injury by whatever means, with respect to the interruption of its business and the resultant loss of income therefrom caused by any reason whatsoever beyond the control of Tenant.

 

• Plate Glass Insurance. Tenant shall keep and maintain in force during the term hereof, plate glass insurance upon windows and doors in the Leased Premises, delivering certificates of such insurance to

 

• Dram Shop Insurance. In the event that at any time during the Term of this Lease or any extension or renewal thereof, beer, wine or alcoholic liquors or beverages are sold or given away upon or from the Leased Premises (it being understood and agreed, however that the foregoing provision shall not authorize the use of the Leased Premises for such purposes without the express consent of Landlord being set forth otherwise in this Lease), Tenant shall, at its sole expense, obtain, maintain and keep in force, Dram Shop insurance protecting both Tenant and Landlord in connection therewith with policy limits covering the full amount of potential liability provided for from time to time under the laws of this State acceptable to Landlord. Said policies shall be in such companies as are authorized to write such coverage in this State, shall be acceptable to Landlord and/or its mortgagee(s) (which shall be named as an additional insured if so requested in writing) and copies shall be maintained on file with the Landlord and contain non-cancelable clauses unless Landlord and Landlord’s mortgagee(s) are given at least thirty (30) days written notice of such proposed In the event Tenant shall fail to procure such insurance where applicable, Landlord may procure the same at Tenant’s expense. In the event Landlord shall be unable to procure the same (all at Tenant’s expense), then Tenant’s sales of the foregoing products shall be suspended until such coverage is again in force.

 

• Failure to Procure Insurance. In the event Tenant shall fail to procure insurance required under this Article IX and fail to maintain the same in force continuously during the Term, or fail to provide proper notice and proof of insurance, such failure shall be an event of default hereunder and Landlord shall have all remedies upon default as provided

 

• Increase in Fire Insurance Premium. Tenant agrees not to keep or sell upon the Leased Premises any articles or goods which may be prohibited by the standard form of fire insurance policy for the Shopping Center. It is agreed between the parties that in the event the insurance rates applicable to fire and extended coverage insurance covering the Shopping Center shall be increased by reason of any use of the Leased Premises made by Tenant, then Tenant shall pay to Landlord such increase in insurance as shall be occasioned by said use as Additional Rent upon demand for same by

 

9.9               Liability and Indemnification

 

• All property of any kind or description whatsoever located in or about the Leased Premises shall be at Tenant’s sole Neither Landlord nor its employees or agents shall be liable for any damage to property of Tenant or of others entrusted to Tenant or its employees or agents, nor for the loss of or damage to any such property of Tenant by theft or otherwise or for damage or loss suffered by the business income or occupation of Tenant arising from any act of neglect of co-tenants or other occupants of the Shopping Center, or of their employees, or of other persons. Neither Landlord nor its employees or agents shall be liable for any injury or damage to Tenant, any persons or to property resulting from fire, explosion, falling plaster, steam, sewer pipes, wind, tornado, flood or other surface or subsurface water, odors, noise, natural disaster, riots, acts of violence, backup or stoppage of any drain, sewer, or other water runoff facility, gas, heating fixtures, furnaces, boilers, electricity, water, dust, smoke, rain, snow or bursting, overflowing or leaking of water or other substance from any part of the Shopping Center or from the pipes, other drainage facilities, appliances or plumbing works

 

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or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, whether or not due to the negligence of Landlord, its agents, or employees (unless due to the gross negligence or willful conduct of Landlord, its agents, or employees); nor shall Landlord or its employees or agents be liable for any damage caused by other tenants or persons in the Shopping Center or caused by operations in construction of any private, public or quasi-public work.

 

• Tenant agrees, irrespective of whether Landlord shall be negligent, to indemnify, defend (through counsel of Landlord’s choice) and save harmless, Landlord and its partners, contractors, agents and employees from and against any and all liability (statutory or otherwise), claims, damages, injury (including death), suits, demands, damages, judgments, costs, fines, penalties, interest and expenses (including, but not limited to, counsel fees and disbursements incurred in any action or proceeding) to which Landlord or any such partner, contractor, agent or employee may be subject or suffer by reason of any liability or claim for any injury to, or death of, any person or persons or damage to property, (including any loss or use thereof or otherwise arising from or in connection with the use and occupancy of the Leased Premises during the Term of this Lease, any extensions thereof and during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Leased Premises, or arising from any condition of the Leased Premises or from any act, omission or negligence of Tenant or any of Tenant’s agents, contractors, servants, employees, subtenants, licensees, guests or

 

• Tenant shall give Landlord prompt notice of any accident to, defect in or problem in the Leased Premises or the Shopping Center housing the Leased Premises of which Tenant   has knowledge or

 

• Waiver of Subrogation. Tenant agrees that, if any property owned by it and located in the Leased Premises shall be damaged or destroyed by an insured peril, Landlord shall not have any liability to Tenant, nor to any insurer of Tenant, for or in respect of such damage or destruction, and Tenant shall require all policies of risk insurance carried by it on its property in the Leased Premises to contain or be endorsed with a provision in and by which the insurer designated therein shall waive its right of subrogation against Landlord. Tenant shall also require all other policies of insurance it obtains as required in this Article IX, to the extent available in the insurance industry, to contain or be endorsed with a provision in and by which the insurer designated therein shall wave its rights of subrogation against

 

ARTICLE X: FIRE OR OTHER DAMAGE BY CASUALTY

 

• Total or Partial Destruction of Leased Premises. Tenant shall give immediate written notice to Landlord of any damage caused to the Leased Premises by fire or other casualty. In the event that the Leased Premises shall be damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance and Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its own cost and expense to rebuild and repair the Leased Premises. In the event: (a) the building in which the Leased Premises are located shall be destroyed or substantially damaged by a casualty not covered by Landlord’s insurance, or (b) such building be destroyed or rendered untenantable to an extent in excess of fifty percent (50%) of the floor area by casualty covered by Landlord’s insurance, or (c) the holder of a mortgage, deed of trust or other lien on the Leased Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use of all or part of the Landlord’s insurance proceeds for the satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust, or other lien, then, Landlord may elect to terminate this Lease or to proceed to rebuild or repair the Leased Premises. Landlord shall give written notice to Tenant of any election under this Section within thirty (30) days of after the occurrence of such casualty, and if Landlord elects to rebuild and repair shall proceed to do so with reasonable diligence and at its sole expense. Notwithstanding the foregoing, in the event such fire or causality is caused by the negligence or willful act of Tenant or its employees, agents, invitees or guests, Tenant shall pay any

 

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deductible under Landlord’s insurance if Landlord elects to rebuild and repair the Leased Premises.

 

• Extent of Landlord’s Obligation. Landlord’s obligation to rebuild and repair under this Article X shall in any event be limited to (a) restoring the Leased Premises to substantially the condition in which the same existed prior to such casualty, exclusive of any alterations, additions, improvements, fixtures and equipment installed by Tenant, or (b) restoring Landlord’s Work as described in Exhibit “C”, if any, to substantially the same condition in which it existed prior to the casualty. Tenant agrees that promptly after completion of such work by Landlord, Tenant will proceed with reasonable diligence and at Tenant’s own cost and expense to restore, repair and replace all alterations additions improvements, fixtures, trade equipment, signs and equipment necessary for Tenant’s business or, if an Exhibit “C” is attached hereto, all items of Tenant’s Work as described in Exhibit “C”, as the case may

 

• Continuation of Business. Tenant agrees during any period of reconstruction or repair of the Leased Premises to continue the operation of business in the Leased Premises to the extent reasonably Base Rent and Common Area Maintenance expenses shall be abated or reduced proportionately during any period in which, by reasons of such damage or destruction, there is substantial interference with the operation of Tenant’s business.

 

• Partial Destruction of Shopping Center. In the event that sixty (60%) or more of the gross leasable area in the Shopping Center shall be damaged or destroyed by fire or other cause, notwithstanding that the Leased Premises may be unaffected by such fire or other cause, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within sixty (60) days after said occurrence, to cancel and terminate this Upon the giving of such a notice to Tenant, the term of this Lease shall expire by lapse of time upon the third (3rd) day after such notice is given, and Tenant shall vacate the Leased Premises and surrender the same to Landlord pursuant to the terms of this Lease. In the event of such termination of this Lease by Landlord, all rent and other charges payable hereunder by Tenant shall be prorated to the date of termination.

 

ARTICLE XI: CONDEMNATION

 

• Total Condemnation. If the whole of the Leased Premises shall be taken by condemnation or eminent domain, then the Term hereof shall cease as of the day of the vesting of title or as of the day possession shall be so taken, whichever is

 

• Partial Condemnation. If only a portion of the Leased Premises or the building of which it is a part shall be taken by condemnation or eminent domain, or if any or all of the buildings, parking facilities, Common Areas, or common or public facilities comprising the Shopping Center are so taken, Landlord shall be entitled to terminate this Lease, effective as of the day of the vesting of title or as of the day of possession shall be so taken, whichever is earlier, upon giving written notice thereof to Tenant. If Landlord does not elect to so terminate this Lease, it shall restore the Leased Premises to an architectural unit as nearly like its condition prior to such taking as shall be practicable; but such work shall not exceed the scope of Landlord’s Work in originally constructing the Leased Premises as set forth in Exhibit “C”. Landlord shall notify Tenant of it election either to terminate or to rebuild not later than ninety (90) days after any such taking. If this Lease is not terminated as hereinbefore provided, all of the terms hereof shall continue in effect, but Base Rent, or a fair and just portion thereof, according to the nature and extent of the damage to the Leased Premises, shall be suspended or abated and Tenant shall, upon the completion by Landlord of the restoration of the Leased Premises as aforesaid, do all work required of Tenant to occupy the Leased Premises including the restoration and replacement of all improvements, alterations, additions, fixtures, signs, trade equipment, furniture, furnishings, and other installations necessary for Tenant’s business or, if an Exhibit “C” is attached hereto, all items of Tenant’s Work as described in Exhibit “C”, as the case may

 

• Damages. All damages whatsoever awarded for such taking, whether for the whole or a part of

 

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the Leased Premises, shall belong to and be the property of Landlord; provided, however, that Tenant shall be entitled to any amounts specifically awarded to it for the taking of its trade furniture or fixtures.

 

• Proration of Rent. If the Lease is so terminated, all rent and other charges payable by Tenant shall be prorated to the date of

 

ARTICLE XII: ASSIGNMENT AND SUBLETTING

 

• Tenant Assignment. Tenant shall not, whether directly or indirectly, voluntarily or involuntarily, sign, convey, sell, transfer, collaterally assign, hypothecate, pledge, or encumber this Lease, or any interest herein, nor transfer ownership of any stock of a corporate tenant, nor transfer ownership of any partnership interest of a partnership tenant, without the prior written consent of Landlord, and shall not sublet or allow any other Tenant to come in with or under Tenant without Landlord’s prior written consent. Consent of Landlord to one assignment or subletting of the Leased Premises shall not constitute Landlord’s consent to any further assignment or subletting and each assignment or subletting by Tenant shall require the prior written consent of The assignment or subletting of the Leased Premises, or any part thereof, by Tenant shall not relieve Tenant of any liability, duty, or obligation under this Lease and Tenant shall remain fully liable and responsible for all such liabilities, duties, and obligations.

 

• Minimum Sublease Rentals. Notwithstanding that Landlord may consent thereto, it is agreed that in the event of any assignment or subletting, the rental that shall be due from the sublessee or assignee (and that shall continue to be due from Tenant) shall not be less than the aggregate of all annual sums paid by Tenant in the year immediately prior to the date of said assignment or subletting, including various amounts of Additional Rent that may have become due hereunder for said period, payable at the rate of one twelfth (1/12th) of the aggregate of said sums on the first day of each month in

 

ARTICLE XIII: SALE AND MORTGAGE OF LEASED PREMISES

 

• Subordination. Landlord shall have the right to transfer, mortgage, assign, pledge, and convey in whole or in part the Leased Premises, the Shopping Center, this Lease and all rights of Landlord existing and to exist, and rents and amounts payable to it under the provisions hereof; and nothing herein contained shall limit or restrict any such right. Tenant hereby agrees that the rights of Tenant under this Lease are and shall be subject and subordinate to all mortgages or deeds of trust and all instruments executed and to be executed in connection with the exercise of any such right of Landlord including, but not limited to, the lien on any mortgage, deed of trust or security agreement now or hereafter placed upon the Leased Premises and the Shopping Center and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. Said subordination shall not require the agreement or consent of Tenant, but Tenant covenants and agrees, if requested, to execute and deliver upon demand such further instruments subordinating this Lease to the lien of any such mortgage, deed of trust or security agreement as shall be requested by Landlord and/or any mortgagee, proposed mortgagee or holder of any security agreement, and Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such instrument for and in the name of Tenant. Notwithstanding anything set out in this Lease to the contrary, in the event the holder of any mortgage or deed of trust elects to have this Lease superior to its mortgage or deed of trust, then, upon Tenant being notified to that effect by such an encumbrance holder, this Lease shall be deemed prior to the lien of said mortgage or deed of trust, whether this Lease is adopted prior to or subsequent to the date of said mortgage or deed of

 

• Notice to Landlord of Default. In the event of any act or omission by Landlord which would give Tenant the right to terminate this Lease or claim a partial or total eviction, or make any claim against Landlord for the payment of money, Tenant will not make such a claim or exercise such right until (a) it has given written notice of such act or omission to Landlord and the holder of any mortgage, deed of trust or other security instrument as to whom Landlord has instructed Tenant to give copies of all Tenant’s notices to Landlord;

 

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and (b) after thirty (30) days shall have elapsed following the giving of such notice, during which thirty (30) days such parties or any of them has not commenced diligently to remedy such act of omission or to cause the same to be remedied. Nothing herein contained shall be deemed to create any rights in Tenant not specifically granted in this Lease or under applicable provisions of law.

 

• Estoppel Certificate. Tenant agrees at any time, and from time to time, upon not less than ten

(10) days prior notice from Landlord, to execute, acknowledge and deliver to Landlord, a statement in writing addressed to Landlord or other party designated by Landlord certifying that this Lease is in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the actual commencement and expiration dates of this Lease, stating the dates to which rent, and other charges, if any, have been paid, that the Leased Premises have been completed on or before the date of such certificate and that all conditions precedent to this Lease taking effect have been carried out, that Tenant has accepted possession, that the Lease Term has commenced, that Tenant is occupying the Leased Premises and is open for business, and stating whether or not there exists any default by either party in the performance of any covenant, agreement, term, provision or condition contained in this Lease, and, if so, specifying each such default of which Tenant may have knowledge and the claims or offsets, if any, claimed by Tenant. It is intended that any such statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord’s interest and by any mortgagee or perspective mortgagee of any mortgage affecting the Leased Premises or the Shopping Center. If Tenant does not deliver such statement to Landlord within such ten

(10) day period, Landlord and any prospective purchaser or encumbrancer may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month’s rent or other charges have been paid in advance; and (iv) that that Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, on ten (10) days written notice, provide an agreement in favor of and in the form customarily use by such an encumbrance holder, that Tenant will agree to give prompt written notice to any such encumbrance holder in the event of any casualty damage to the Leased Premises or in the event of any default on the part of Landlord under this Lease, and will agree to allow such encumbrance holder thirty (30) days after notice to cure or cause the curing of such default before exercising Tenant’s right of self-help under this Lease, if any, or terminating or declaring a default under this Lease.

 

• Attornment. At the option of the holder of any mortgage affecting the Leased Premises, Tenant agrees that no foreclosure of a mortgage affecting the Leased Premises, nor the institution of any suit, action, summary or other proceeding against Landlord herein, or any successor Landlord, or any foreclosure proceeding brought by the holder of any such mortgage to recover possession of the Leased Premises or Shopping Center, shall by operation of law or otherwise result in cancellation or termination of this Lease or the obligations of Tenant hereunder, and upon the request of the holder of any such mortgage, Tenant covenants and agrees to execute and instrument in writing satisfactory to such party or parties or to the purchaser of the Leased Premises in foreclosure whereby Tenant attorns to such successor in

 

• Release from Liability. If Landlord conveys or transfers its interest in the Leased Premises, and upon such conveyance or transfer, Landlord (and in the case of any subsequent conveyances or transfers, the then grantor or transferor) shall be entirely released from all liability with respect to the performance of any obligations on the part of Landlord to be performed hereunder from and after the date of such conveyance or transfer; subject, however, to the new landlord’s accepting the responsibility for the performance of all obligations of this Lease to be performed by

 

ARTICLE XIV: HAZARDOUS SUBSTANCES

 

14.1     Hazardous Substances. Tenant covenants and warrants that Tenant, Tenant’s Work and any alterations thereto and Tenant’s use of the Leased Premises will at all times comply with and conform to all laws,

 

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statutes, ordinances, rules and regulations of any governmental, quasi-governmental or regulatory authorities (“Laws”) which relate to the transportation, storage, placement, handling, treatment, discharge, generation, production or disposal (collectively “Treatment”) of any waste, petroleum product, waste products, radioactive waste, poly-chlorinated biphenyls, asbestos, hazardous materials of any kind, and any substance which is regulated by any law, statute, ordinance, rule or regulation collectively (“Waste”). Tenant further covenants and warrants that it will not engage in or permit any person or entity to engage in any Treatment of any waste on or which affects the Leased Premises.

 

Immediately upon receipt of any Notice (as hereinafter defined) from any person or entity, Tenant shall deliver to Landlord a true, correct and complete copy of said Notice. “Notice” shall mean any note, notice or report of any suit, proceeding, investigation, order, consent order, injunction, writ, award or action relating to or affecting the Treatment of any Waste in or affecting the Leased Premises.

 

Tenant hereby agrees it will indemnify, defend, save and hold harmless Landlord and Landlord’s officers, directors, shareholders, employees, agents, partners and their respective heirs, successors and assigns (collectively “Indemnified Parties”) against and from, and to reimburse the Indemnified Parties with respect to, any and all damages, claims, liabilities, losses, costs and expenses (including, without limitation, all attorney’s fees and expenses, court costs, administrative costs and costs of appeals, incurred by or asserted against the Indemnified Parties by reason of or arising out of: (a) the breach of any representation or undertaking of Tenant under this Section 14.1 or (b) arising out of the Treatment of any Waste by Tenant or any licensee, concessionaire, manager other party occupying or using the Leased Premises, in or affecting the Leased Premises.

 

Landlord is given the right, without obligation to inspect and monitor the Leased Premises and Tenant’s use of the Leased Premises in order to confirm Tenant’s compliance with the terms and representations of this Section 14.1. Landlord may require that Tenant deliver to Landlord concurrent with the Tenant’s vacating the Leased Premises upon the expiration of this Lease, or any earlier vacation of the Leased Premises by Tenant, at Tenant’s expense, a certified statement by licensed engineers satisfactory to Landlord, in form and substance satisfactory to Landlord, stating that Tenant, Tenant’s Work and any alterations thereto and Tenant’s use of the Leased Premises complied and conformed to all laws which relate to the Treatment of any Waste in or affecting the Leased Premises.

 

Tenant agrees to deliver upon request from Landlord, estoppel certificates to Landlord expressly stipulating whether Tenant is engaged in or has engaged in the Treatment of any Waste in or affecting the Leased Premises, and whether Tenant has caused any spill, contamination, discharge, leakage, release or escape of any Waste in or affecting the Leased Premises, whether sudden or gradual, accidental or anticipated, or any other nature at or affecting the Leased Premises and whether, to the best of Tenant’s knowledge, such an occurrence has otherwise occurred at or affecting the Leased Premises.

 

ARTICLE XV: PROMOTION FUND

 

15.1     Intentionally deleted.

 

ARTICLE XVI: DEFAULT AND REMEDIES

 

• Tenant’s Default. Any of the following events shall be an “event of default” on Tenant’s part:

 

• Tenant fails to pay Base Rent, Additional Rent or any other sums of money due hereunder within five (5) days after such amount becomes due under the Terms of this Lease; or

 

• Tenant defaults in the keeping or performance of any other covenant or obligation

 

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herein contained on Tenant’s part to be kept or performed, and Tenant fails to remedy the same within five (5) days after Landlord has given Tenant written notice specifying such default; or

 

• Tenant files a voluntary petition under federal Bankruptcy law or an involuntary petition under federal Bankruptcy law is filed against Tenant and such petition is not dismissed within sixty (60) days of filing; or Tenant makes an assignment for the benefit of its creditors; or a receiver is appointed or retained to take charge of and manage Tenant’s business or any execution or attachment shall issue against Tenant whereupon the Leased Premises, or any part thereof, or any interest therein of Tenant under this Lease shall be taken or attempted to be taken and the same is not released prior to judicial sale thereunder; or

 

• Tenant abandons or vacates the Leased Premises, or suffers this Lease to be taken under any writ of execution; or

 

• Tenant defaults under subparagraphs (a) or (b) above three (3) times in any twelve

(12) month period notwithstanding the fact that any such default shall have been cured; or

 

• Falsification by Tenant or any agent of Tenant of any report or statement required to be furnished to Landlord pursuant to the terms of this The falsification of any such document shall be deemed an incurable, material breach of this Lease.

 

• Landlord’s Remedies. Whenever any event of default referred to in this Article shall have occurred, Landlord may take any one or more of the following remedial steps:

 

• At its option, by notice to Tenant, Landlord may terminate this No re-entry or taking possession of the Leased Premises by Landlord as provided in subparagraph (b) below shall be construed as an election on its part to terminate this Lease unless a notice of such an intention is given to Tenant (all other demands and notices of forfeiture or other similar notices being hereby expressly waived by Tenant). Upon the service of such notice of termination, the Term of this Lease shall automatically terminate. Notwithstanding any reletting by Landlord without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach in the manner provided in the Section.

 

• At its option, require that (i) upon termination of this Lease, whether by lapse of time or by the exercise of any option by Landlord to terminate the same or in any other manner whatsoever, or (ii) upon any termination of Tenant’s right to possession without termination of     this Lease, Tenant shall immediately surrender possession of the Leased Premises to Landlord and immediately vacate the same and remove all effects therefrom, except where removal is prohibited under other provisions of this If Tenant fails to                                               surrender possession and vacate aforesaid, Landlord may forthwith re-enter the Leased Premises, and repossess itself thereof as in its former estate       and expel and remove Tenant and other persons and property therefrom, using such force as may be necessary, without being deemed guilty of trespass, eviction, conversion, or forcible                         entry    and without thereby waving Landlord’s rights to collect rent and other sums due from Tenant hereunder or any other rights given Landlord under this Lease or at law or in equity. If Tenant                     shall not remove all effects from the Leased Premises as hereinabove provided, Landlord may take such actions as are authorized in Section 7.1 hereof.

 

• At its option, Landlord may make such alterations and repairs as Landlord shall determine may be reasonably necessary to relet the Leased Premises, and relet the same or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease) and upon such other conditions as Landlord in its sole discretion may deem Upon each

 

21

 

reletting, all rentals received by Landlord from such reletting shall be applied as follows: first, to the payment of any indebtedness other than rent or other charges due under this Lease from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorney’s fees and costs of such alterations and repairs; and third, to the payment of rent and other charges due and unpaid hereunder. In no event shall Tenant be entitled to receive any surplus of any sums received by Landlord on a reletting in excess of the rent and other charges payable hereunder by Tenant. If such rent and other charges received from such reletting during any month are less than those to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord (notwithstanding the fact that Landlord may have received in previous or subsequent months’ rent in excess of the rent and other charges payable hereunder), such deficiency to be calculated and payable monthly. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future Laws in the event Tenant is evicted or dispossessed for any cause, or in the event Landlord obtains possession of the Leased Premises.

 

• At its option, in the event of a breach or threatened breach by Tenant of any of the covenants are provisions of this Lease, Landlord any seek to enjoin any such breach or threatened

 

• At its option, Landlord may pursue any and all other remedies as may be available to Landlord either at law or in equity.

 

• No Remedy Exclusive; No Waiver. No remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any other available remedy or remedies herein provided or at law or in equity or by statute but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease and now or hereafter existing at law or in equity or by statute. No delay or omission by Landlord to exercise any right or power shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Landlord to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be expressly required

 

No receipt of monies by Landlord from or for the account of Tenant or from anyone in possession or occupancy of the Leased Premises after the termination in any way of this Lease, or after the giving of any notice of termination, shall reinstate, continue or extend the Term of this Lease or affect any notice given to Tenant prior to the receipt of such money; it being agreed that after the service of notice of such termination or commencement of a suit, or after final judgment for possession of the Leased Premises, Landlord may receive and collect any rent or other amounts due Landlord and such payment shall not in any respect to reinstate this Lease and shall not wave, affect or impair said notice, said suit or said judgment without the express written consent of Landlord.

 

• Attorneys’ Fees. In the event that Landlord shall be required to engage legal counsel for the enforcement of any of the terms of this Lease, whether such employment will require institution of suit or other legal services required to secure compliance on the part of Tenant, Tenant shall be responsible for and shall promptly pay to Landlord said attorney’s

 

16.5           Tenant’s Remedies.

 

• If the Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, Tenant may terminate this Lease, and Tenant’s sole remedies shall be money damages or specific If Tenant shall require a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levy thereon against the right, title, and interest of Landlord in the

 

22

 

Shopping Center as the same may then be encumbered and neither Landlord, nor any of its officers, directors, shareholders, partners, agents, or employees, shall be liable for any deficiency. It is understood that in no event shall Tenant have any right to levy execution against any property of Landlord other than Landlord’s interest in the Shopping Center as hereinbefore expressly provided.

 

• By the execution of this Lease and by the application to Landlord for any consents or approvals as required under this Lease, Tenant specifically waves and relinquishes any rights, claims or causes of action by way of damages, loss of profits or advantages, tortious interference with contractual obligations, disparagement or any other remedies other than that of declaratory judgment and/or injunction where Tenant claims that Landlord has been wrongful in withholding or delaying consent or acted wrongly in its request for information as to a proposed sublease or assignment or otherwise that Landlord has wronged Tenant or its proposed transferee in its exercise of any rights reserved unto Landlord. In consideration thereof, Landlord agrees that any application for a declaratory judgment and/or injunction may be treated as such and relief granted on the pleadings in favor of either Landlord or Tenant as determined by the court, this agreement by Landlord being a special inducement to Tenant restricting Tenant’s remedies as above provided and waving all

 

ARTICLE XVII: GENERAL PROVISIONS

 

• Landlord’s Right of Entry. Landlord reserves the right at all reasonable times during the Term of this Lease for Landlord or Landlord’s agent to enter the Leased Premises for the purpose of inspecting and examining the same, and to show the same to perspective lenders, professors or tenants, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable; provided, however, Landlord shall provide Tenant with advance notice of its need to enter the Leased Premises for such purposes, except in the case of emergency where no advance notice shall be During the six (6) months prior to the expiration of the original term of this Lease or any renewal Term, Landlord may place upon the Leased Premises the usual notices advertising the Leased Premises for sale or lease, as the case may be, which notices Tenant shall permit to remain thereon without alteration. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the Leased Premises or any part thereof, except as otherwise herein expressly provided.

 

• Quiet Enjoyment. Landlord agrees that if the rent is being paid in the manner and at the time prescribed and the covenants and obligations of Tenant being all and singular kept, fulfilled and performed, Tenant shall lawfully and peaceably have, hold, possess, use, occupy and enjoy the Leased Premises so long as this Lease remains in force, without hindrance or disturbance from Landlord, subject to the specific provisions of this Lease.

 

• Notices. Whenever under this Lease a provision is made for notice of any kind, or either party has reason to give notice of any kind to the other, it shall be deemed sufficient notice and service thereof if such notice to Tenant is in writing addressed to Tenant at the address of Tenant listed on the Cover Sheet and sent via certified mail, return receipt requested, with postage prepaid, or by overnight delivery service or hand delivery; and if such notice is to Landlord, is in writing addressed to the address of Landlord listed on the Cover Sheet and sent via certified mail, return receipt requested, with postage prepaid, or by overnight delivery service or hand Notice needs to be sent to only one Tenant where Tenant is more than one person.

 

• Amendment. All amendments to the Lease must be in writing executed by all parties hereto or their respective permitted successors in

 

• Intentionally Deleted

 

• No Partnership. It is understood that Landlord does not in any way for any purpose become a

 

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partner or a joint venturer with Tenant in the conduct of Tenant’s business.

 

• Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent installments herein stipulated shall be deemed to be other than on account of the most current stipulated rent owed at that time, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and

 

• Partial Invalidity. If any term or condition of this Lease or the application thereof to any person or event shall to any extent be invalid and unenforceable, the remainder of this Lease in the application of such term, covenant or condition to persons or events other than those to which it is held invalid or unenforceable shall not be affected and each term, covenant and condition of this Lease shall be valid and be enforced to the fullest extent permitted by

 

• Successors. The provisions, covenants and conditions of this Lease shall bind and inure to the benefit of the legal representatives, successors and assigns of each of the parties, except that no assignment or subletting by Tenant shall vest any right in the assignee or sublessee of Tenant unless done in compliance with the provisions of Article

 

• Other Tenants. Landlord reserves the absolute right to effect such other tenancies in the Shopping Center as Landlord, in the exercise of its sole business judgment, determines to best promote the interests of the Shopping Center. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or number of tenants shall during the term of this Lease occupy any space in the Shopping

 

• Forum. The laws of the state where the Shopping Center is situated (the “State”) shall govern the validity, performance and enforcement of this

 

• Excuse for Delay of Performance. Any prevention, delay or stoppage due to strikes lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond reasonable control of the party obligated to perform shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage; provided, however, the obligations imposed with regard to rent and other monetary charges to be paid by Tenant pursuant to this Lease shall not be excused or delayed for any such

 

• Labor Problems. Tenant agrees that it will not at any time, either directly or indirectly, use any contractors, labor or materials in the Leased Premises if the use of such contractor, labor or materials creates or threatens any work stoppage by any other contractors, or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Shopping Center or any part

 

• Sole Agreement. This Lease is and shall be considered to be the only agreement between the parties hereto and the representatives and agents with respect to the Leased Premises. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this document. Any and all oral agreements in conflict with any of the terms of this Lease shall be without force and

 

• Guarantors. This Lease shall not be effective unless the persons, if any, listed in item (q) of the Cover Sheet shall execute a Guaranty in the form of Exhibit “D” of this

 

• Captions and Section Numbers. The captions, section numbers, article numbers and headings appearing in this Lease are inserted only as a matter of convenience and in no way to define, limit, construe or

 

24

 

describe the scope or intent of such sections or articles of this Lease.

 

• No Implied Warranties. Tenant hereby acknowledges that (a) this Lease contains no restrictive covenants or exclusives in favor of Tenant; and (b) this Lease shall not be deemed or interpreted to contain, by implication or otherwise, any warranty, representation or agreement on the part of Landlord that any department store or regional or national chain store or any other merchant shall open for business or occupy or continue to occupy any premises in or adjoining the Shopping Center during the term of this Lease or any part thereof, and Tenant hereby expressly waives all claims with respect thereto and acknowledges that Tenant is not relying on any such warranty, representation or agreement by Landlord either as a matter of inducement in entering into this Lease or as a condition of this Lease or as a covenant by

 

• Jury Trial; Claims; Survival. To the extent permitted by applicable law, and acknowledging that the consequences of said waiver are fully understood, Tenant hereby expressly waives the right to trial by jury in any action taken with respect to this Lease and waives the right to interpose any set-off or counterclaim of any nature or description in any action or proceeding instituted against Tenant pursuant to this Notwithstanding anything in this Lease to the contrary, the covenants, representations and undertakings of Tenant under this Lease shall survive the expiration or termination of this Lease regardless of the means of such expiration or termination.

 

• Consents and Approvals. Whenever Landlord’s consent or approval is required herein, such consent or approval shall not be deemed given until the Landlord has provided such consent or approval in Tenant shall pay Landlord’s reasonable attorney’s fees incurred in connection with Tenant’s request for Landlord’s consent or approval. Where the consent or approval of Landlord shall be required, such consent or approval shall be granted in Landlord’s sole discretion unless otherwise expressly provided.

 

• Authority. In the event Tenant hereunder shall be a corporation, the persons executing this Lease on behalf of Tenant hereby covenant and warrant that Tenant is a duly qualified corporation and all steps have been taken prior to the date hereof to qualify Tenant to do business in the State; all franchise and corporate taxes have been paid to date and in the future such taxes shall be accounted for and paid in compliance with state and local requirements; all future forms, reports, fees and other documents necessary to comply with applicable laws will be filed when due; and those persons executing this Lease on behalf of Tenant are duly qualified and authorized to bind, and in fact do bind, the corporation. In the event Tenant hereunder shall be a limited liability company or partnership, either general or limited, the persons or entities executing this Lease on behalf of Tenant hereby covenant and warrant Tenant is a duly qualified limited liability or partnership and all steps have been taken prior to the date hereof to qualify Tenant to do business in the State, if required by law; all franchise and partnership taxes have been paid to date; all future forms, reports, fees and other documents necessary to comply with applicable laws will be filed when due; and those persons and entities executing this Lease on behalf of limited liability company or partnership are duly qualified to bind, and in fact do bind, the limited liability company or partnership. This Lease shall be effective only when it is signed by both Landlord and Tenant. Tenant’s submission of a signed Lease for review by Landlord does not give Tenant any interest, right or option in the Leased

 

• Interpretation. Both parties have read this Lease and have had the opportunity to employee legal counsel and negotiate changes to this The Lease is the joint product of the parties and, in the event of any ambiguity herein, no interference shall be drawn against a party by reason of document preparation.

 

• Intentionally

 

• Intentionally Deleted

 

[Remainder of Page Intentionally Left Blank. Signatures Follow.]

 

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This Lease consisting of twenty-six (26) pages, including the page on which the signatures appear, and five (5) exhibits attached hereto, is entered into as of the day and year first written above.

 

Landlord:

 

New Venture I, LLC

a Kansas limited liability company By:

 

Abid Khan, Manager

 

 

Tenant:

 

Rough and Bumble KC, LLC

a Kansas limited liability company

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26

 

EXHIBIT “A”

TO LEASE AGREEMENT

 

 

Legal Description of Shopping Center

 

 

LOTS 1,2, AND 3, COUNTRY HILLS SUBDIVISION SECOND PLAT, A SUBDIVISION IN THE CITY OF BONNER SPRINGS, WYANDOTTE COUNTY, KANSAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT “B”

TO LEASE AGREEMENT

 

 

 

[Site Plan]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE: This Site Plan is a conceptual drawing only and not a part of hard building plans.

 

 

 

 

 

Abid Khan

Landlord                                 (Initial)

 

 

 

 

 

 

 

28

 

EXHIBIT “C”

TO LEASE AGREEMENT

 

 

DESCRIPTION OF LANDLORD’S WORK AND TENANT’S WORK

 

Attached to and forming a part of the Lease.

 

 

 

 

 

LANDLORD’S WORK: As of the time Tenant takes possession of the Leased Premises, Landlord shall deliver the Premises to Tenant in an “AS-IS, WHERE IS” condition with the exception that the air conditioning, heating, plumbing, and electrical systems are to be delivered in working condition. Tenant acknowledges and agrees that Landlord shall not be required to make any alterations or improvements to the Demised Premises or the Building. Provided Tenant is not in default of its obligations under the Lease, Landlord will allow Tenant a Tenant Improvement Allowance of up to $10,000,00 to be only used for design, permitting and out-of-pocket construction costs of updating the interior of the building, including any amounts paid to architect, engineers, project coordinators, construction consultants and similar consultants, but excluding furniture, fixtures, and equipment and telephone and data cabling and equipment. Tenant shall cause any Refurbishment Work to be completed in a good and workmanlike manner and in compliance with all applicable laws, codes, and ordinances. All contractors working on the project must provide Landlord with proof of insurance including workmen’s comp. Tenant is responsible for procuring and paying for ALL required permits. Tenant shall pay all bills relating to the Refurbishment Work on or before the due date thereof, and Tenant shall in no event allow any liens to be filed against the Demised Premises or the Building. The Tenant Improvement allowance shall be disbursed by Landlord within fifteen (15) days of Tenant being open for business and making first rental payment, following written demand by Tenant, and demand shall be submitted together with copies of paid invoices and such other information as Landlord shall reasonably require. A Full Lien Waiver will be required from each contractor prior to Landlord reimbursing the Tenant for the Tenant Improvement allowance

 

 

TENANT’S WORK: Tenant shall, at Tenant’s sole cost and expense, perform all other work necessary to place Leased Premises in finished condition for the opening of Tenant’s business with the public.

 

 

 

Abid Khan

Landlord                                 (Initial)

 

 

 

 

 

 

 

 

 

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EXHIBIT “D”

TO LEASE AGREEMENT GUARANTY

In order to induce New Venture I, LLC, a Kansas limited liability company (“Landlord”) to enter into that certain Lease Agreement dated April 13, 2022 (the “Lease”) between Landlord and Rough and Bumble KC, LLC, a Kansas limited liability company (“Tenant”), and in consideration of the benefits inuring to the undersigned (“Guarantor”) under said Lease, the receipt and sufficiency of which is represented by Guarantor to be sufficient and adequate, Guarantor hereby unconditionally guarantees the performance of all of Tenant’s obligations under the Lease, including, without limitation, the payment of rent as provided therein. This Guaranty shall remain in full force throughout the original Lease term and any renewals thereof. This Guaranty shall be binding upon Guarantor and Guarantor’s heirs, legal representatives, successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns. If there is more than one Guarantor, the liability of each Guarantor shall be joint and several.

 

This Guaranty is a guaranty of payment and performance and not of collection. Guarantor hereby waives notice of acceptance of this Guaranty agreement and all other notices in connection herewith or in connection with the liabilities, obligations and duties guaranteed hereby, including notes to it of default by Tenant under the Lease, and hereby waives diligence, presentment, protest and suit on the part of Landlord in the enforcement of any liability, obligation or duty guaranteed hereby. Guarantor further agrees that Landlord shall not be first or concurrently required to enforce against Tenant or any other person, any liability, obligation or duty guaranteed hereby before seeking enforcement thereof against Guarantor. Guarantor further agrees that Landlord may, at Landlord’s option, proceed against any or all of the undersigned, or any other guarantor, or Tenant, jointly or severally, and may do so at any time with or without having commenced any action against or having obtained any judgment against Tenant or any legal representative, successor, or assignee of Tenant. The liability of Guarantor shall not be affected by any indulgence, compromise, settlement or variation of terms which may be extended to Tenant by Landlord, or agreed upon by Landlord or Tenant, and shall not be affected by any assignment or sublease by Tenant of its interest in the Lease, nor shall the liability of Guarantor be affected by the insolvency, bankruptcy (voluntary or involuntary), or reorganization of Tenant, nor by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Tenant, or by the release of any other Guarantor. Landlord and Tenant, without notice to or consent by Guarantor, may at any time or times enter into such modifications, extensions, amendments or other covenants respecting the Lease as they may deem appropriate, and Guarantor shall not be released thereby but shall continue to be fully liable for the performance of all obligations and duties of Tenant under the Lease as so modified, extended or amended.

 

Guarantor agrees that in the event Tenant shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization, arrangement or similar relief under any present or future provision of the United States Bankruptcy Code or any other bankruptcy law, or if such a petition filed by creditors of Tenant shall be approved by a court, or if Tenant shall seek a judicial readjustment of the rights of its creditors under any present or future federal or state law, or if a receiver of all or part of Tenant’s property and assets is appointed by any state or federal court, and in any such proceeding the Lease shall be terminated or rejected, or the obligations of Tenant thereunder shall be modified, Guarantor agrees that Guarantor will immediately pay to Landlord or its successors or assigns (a) an amount equal to all fixed, contingent, and Additional Rent accrued to the date of such termination, rejection, or modification, plus (b) an amount equal to the then cash value of the rent and Additional Rent which would have been payable under the Lease for the unexpired portion of the term thereby demised, together with interest on the amounts designated in (a) and (b) above at ten percent (10%) per annum from the date of such termination, rejection or modification to the date of payment. Guarantor’s obligation to make payment in accordance with the terms of this Guaranty of Sublease shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release, or limitation of the liability of Tenant or its estate in bankruptcy resulting from the operation of any

 

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present or future provision of the United States Bankruptcy Code or any other statute, or from the decision of any court.

 

Guarantor shall not be subrogated to any of the rights of Landlord under the Lease or in or to the premises thereby, or to any other rights of Landlord by reason of any of the provisions of this instrument or by reason of the performance by Guarantor of any of its obligations hereunder, and Guarantor will look solely to Tenant for recoupment.

 

Guarantor further agrees (1) to indemnify and hold harmless Landlord from and against any claims, damages, expenses, or losses, including to the extent permitted by law, attorney’s fees resulting from or arising out of any breach of the Lease by Tenant or by reason of Tenant’s failure to perform any of its obligations thereunder, and (2) to the extent permitted by law, to pay any costs or expenses, including attorney’s fees incurred by Landlord in enforcing this Guaranty, or in any collection or attempted collection or in any negotiations relative to the obligations hereby guaranteed.

 

Guarantor acknowledges that Landlord may assign its rights under the Lease to an institutional investor as security for a loan to be made by such institutional investor to Landlord, and as long as any indebtedness of Landlord shall be outstanding and such assignment of the Lease shall exist, such institutional investor assignee shall be entitled to bring any suit, action or proceeding against Guarantor for the enforcement of any provision of this Guaranty, and it shall not be necessary in any such suit, action or proceeding to make Landlord a party thereto.

 

All existing and future advances by Guarantor to Tenant and all existing and future debts of Tenant to any Guarantor shall be subordinated to all obligations owed to Landlord under the Lease and this Guaranty. Guarantor assumes the responsibility to remain informed of the financial condition of Tenant and of all other circumstances bearing upon the risk of Tenant’s default, which reasonable inquiry would reveal, and agrees that Landlord shall have no duty to advise Guarantor of information known to Landlord regarding such condition or any such circumstance. Landlord shall not be required to inquire into the powers of Tenant or the officers, employees, partners or against acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Each Guarantor hereby represents and warrants to Landlord that such Guarantor has received a copy of the Lease, has a read or had the opportunity to read the Lease, and understands the terms of the Lease. The provisions in the Lease relating to the execution of additional documents, legal proceedings by Landlord against Tenant, severability of the provisions of the Lease, interpretation of the Lease, notices, waivers, the applicable laws which govern interpretation of the Lease and the authority of Tenant to execute the Lease are incorporated herein in their entirety by this reference and made a part hereof. Any reference in those provisions to “Tenant” shall mean each Guarantor and any reference in those provisions to the “Lease” shall mean this Guaranty.

 

If any one or more of the provisions of this Guaranty shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Guaranty shall be construed according to the laws of the state where the Leased Premises are located (the “State”). By execution hereof, the undersigned specifically consent to this choice of law designation and consent that all actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to, or from this Guaranty or the Lease shall be litigated only in the courts located in the State, and the undersigned (i)   consent and submit to the in personam jurisdiction of any state or federal court located within the State, (ii) waive any right to transfer or change the venue of litigation brought against the undersigned, and

(iii) agree to service of process by mail, to the extent permitted by law.

 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACKNOWLEDGING THAT THE CONSEQUENCES OF SAID WAIVER ARE FULLY UNDERSTOOD, THE UNDERSIGNED HEREBY

 

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EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY, THE RIGHT TO INTERPOSE ANY DEFENSE BASED ON ANY STATUTE OF LIMITATIONS, ANY CLAIM OF LACHES AND ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED AGAINST THE UNDERSIGNED OR ANY OTHER PERSON LIABLE ON THE LEASE.

 

 

IN    WITNESS    WHEREOF,   Guarantor   has    executed   this    Guaranty   this                       day    of,

                                     2022.

 

 

 

PERSONAL GUARANTORS:

 

 

Jessica Elaine Blomeyer, an individual                                     Rachel L. Ritter , an individual

 

 

Evan Blomeyer, an individual                                                 Matthew C. Ritter, an individual

 

 

 

 

STATE OF Kansas

 

COUNTY OF                                          

 

On this            day of                         , 2022, before me personally appeared

 

                                                      and                                                    to me known to be the person(s) who executed the foregoing instrument

 

 

Notary Public

 

 

My appointment expires:

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT “E “ SIGN CRITERIA

BONNER SPRINGS PLAZA SHOPPING CENTER

 

 

 

Attached to and forming a part of the Lease dated

 

Apr 13, 2022

by and between New Venture I, LLC

 

(“Landlord”) and Rough and Bumble KC, LLC, (“Tenant”),

 

The purpose of the statement of sign criteria is to inform tenants of the Bonner Springs Plaza Shopping Center of the framework within which Landlord will review and approve all signs to be erected and maintained by its tenants. Specific limits and requirements are stated herein. Nothing herein stated shall be construed as limiting Landlord’s right to require modifications to signs, at Landlord’s discretion, after approval by the City. Landlord may, in its sole discretion, require that any signage installed without first receiving Landlord approval be removed from the leased premises at the expense of Tenant.

 

Tenant shall, at its sole cost, install One (1) sign on the exterior of the Leased Premises (the “Exterior Signs”); provided that said number and the size, design, location and type of construction of such signs comply with all governmental authority, rules and regulations and private restrictions applicable to such Exterior Signs; and provided further, that the size, design, location and type of construction of such signs shall be subject to Landlord’s approval, current sign criteria is Eighteen (18) inch Raceway mounted Channel Letter, subject to approval by Landlord prior to fabrication and installation. Except for the Exterior Signs, Tenant shall not place or suffer to be placed or maintained on the Leased Premises any sign, canopy, awning, pennant, aerial, antenna, advertising matter or other equipment of any kind, without the prior consent of Landlord in each instance.

 

All of the signage criteria shall be in compliance with applicable federal and state laws as well as current local law, including but not limited to City and County codes; and if any discrepancies exist between the Signage Criteria listed in this Lease or local code, the more stringent of the two shall apply. The Tenant shall secure all necessary sign permits issued by the City prior to installation of the fascia sign.

 

Tenant shall also have the right to one signage panel on the Pylon Sign if space is available; such panel and installation shall be at the Tenant’s sole cost and expense. The panel placement shall be determined in the sole discretion of the Landlord and shall be approved in writing by the Landlord prior to fabrication.

 

 

 

 

Abid Khan

Landlord                                 (Initial)

 

 

 

 

Tenant                                     (In16iat27ida1…l)

 

 

 

 

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B-SIGNED

 

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )

 

 

 

 

 

 

 

dcc430d…

Apr 13, 2022

 

 

 

 

 

B-SIGNED

 

 

 

 

 

b8afd28…

Apr 13, 2022

B-SIGNED

 

 

 

 

 

cfafa07…

Apr 13, 2022

 

 

 

 

Package ID: 8B9D0FB1BA0FDB25A4A061CAD491E187

 

PACKAGE CERTIFICATE                                                             

 

 

Rough and Bumble Lease April 2022.pdf                                                                                                                                                                       34 pages

 

 

 

 

 

 

 

 

Time zone:

Package ID:

8B9D0FB1BA0FDB25A4A061CAD491E187 CDT (UTC-5)

Pam Peterson pam@clemonsrealestate.com IP: 172.12.9.71

Originator:

Domain: my.brokermint.com Date: Apr 13, 2022 02:06 PM

 

 

 

 

Pam Peterson

Pam Peterson

pam@clemonsrealestate.com

IP: 172.12.9.71

Signed     Apr 13, 2022 02:07 PM

id: b8afd28e933f92f5aa984177a2c5c5f7

 

 

 

 

Jessica Blomeyer

Jessica Blomeyer

jeblomeyer@gmail.com

IP: 75.87.180.246

Signed    Apr 13, 2022 02:34 PM

id: dcc430ddb36086d69bc400af91fbe67e

 

 

 

 

Reid Kosic

Reid Kosic

rkosic@blockllc.com

IP: 172.58.157.65

Signed    Apr 13, 2022 02:52 PM

id: cfafa07b4bf294a0eb2e9e68121314b5

 

 

 

 

Apr 13, 2022   02:06 PM

 

Apr 13, 2022   02:07 PM

 

Apr 13, 2022   02:11 PM

 

Apr 13, 2022   02:34 PM

 

Apr 13, 2022   02:51 PM

 

Apr 13, 2022   02:52 PM

Pam Peterson                        pam@clemonsrealestate.com                                   IP: 172.12.9.71                                         Viewed

Pam Peterson                        pam@clemonsrealestate.com                                   IP: 172.12.9.71                                         Signed Jessica Blomeyer                                            jeblomeyer@gmail.com                                            IP: 75.87.180.246                                     Viewed

 

Jessica Blomeyer                     jeblomeyer@gmail.com                                            IP: 75.87.180.246                                      Signed

 

Reid Kosic                              rkosic@blockllc.com                                               IP: 172.58.157.65                                     Viewed

 

Reid Kosic                              rkosic@blockllc.com                                               IP: 172.58.157.65                                      Signed

 

 

Apr 13, 2022   02:52 PM                           Package has been fully signed and sealed                                                   Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Package ID: 8B9D0FB1BA0FDB25A4A061CAD491E187

 

 

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )