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4, Attached hereto as Exhibit A Is n true nnd correct copy of the original Lease
authorizing confession of judgment ns more specifically set forth in Article XXXI, Section 3\1\,
(pnge 32),
5.
The Lease was duly execuled by Defendant. who agreed 10 be legnlly bound by
the terms of said Lense,
6. The Lease provides that Defendant shall pay monthly rent and Defendnnt's pro
rata share of insurance. taxes and operating costs. as well as an annual percentage rent equal to
seven percent (7%) of gross receipts, less the minimum nnnual rent paid for such period, as well
as all other chnrges accruing under the Lease or idcntified as additional rent on the first day of
each calendar month during the term of the Lense,
7, Despite repeated. numerous requests for rent. Defendant has willfully failed to pay
base rent, additional rent. late payment charges or any other charges payable to Plaintiff under the
Lease for the subject premises,
8, Defendant's failure to pay rent as per the terms of the Lease constitutes a material
breach of the Lease.
9, The sum presently due and owing under the Lease is Ninety-Five Thousand Six
Hundred Four Dollars and Forty-Four Cents ($95,604.44).
\ O. Judgment has not becn entered in any jurisdiction on the attached instrument.
\\, The attached instrument has not been assigned.
t 2. The Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
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WHERBFOR ~ pJ""i ff e""p H IlJ Sh'Wi". e,,,,, A'''''Jot" "'''''If ," Y ""''''''', 'hi,
H""""hk e,,,,, '"'" ;"d,,,,", hy ',"f",.i"" ""i,,, o,f"d"" f" "''''''''Y d,,,,,,,,, ..
"~Ori,.., hy '" '''''h", i,...",,,,,, i, ~, """'" ofNi""'Y.Fi" "''''''''' 81, H"d"" Fo"
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Do",,, "'d I',"y. F,,, e",.. ($9',604.44), pJ" ,",,,.,. "".""y..' k" i, 'h, "'""" of F ''',
Th"""d S,,,, H,,,,,,,,, ei,h,y """'" '''d T""",y. T",,, e,," ($4.780.22), ",.., m'd ," "'.,.
of suit.
Respectfully submitted,
McNEES, WALLACE & MiRICK
By /I f) ~~-=-
~~atthe,
Attorney [,D. No, 67408
P. 0, Bo)( 1166
100 Pine Street
Harrisburg, PennsYlvania I 7108-1166
(717) 232-8000
Dated April 3, 1998
Attorneys for Camp Hill ShOPPing Center
AssO(;iates
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LEASE AGRlEMlNT
ARTICLB I
, PAR'1'IES . 8.... ~
THIS LlASE AGRlEMlNT, Illade this <31' day of ,
1'87, by and between KRAVITZ PROPERTIES, INC., a Pe nay vania
corporation (hereinafter referred to as "Agent"), as ag nt for
CAMP HILL SHOPPING CENTER ASSOCIATES, a partnership (hereinafter
refetred to al "Landlord") and Barry D. I,eader. individually and trading a.
Raintree Gallel'y ,
(hereinafter referred to aa "Tenant"), whose address is 122 W. High Street,
Elizabethtown. PA 17022
and whose telllphone number is (717) 367-2990 .
WIT N E SSE T H;
Landlord and Tenant covenant and agree as follows;
ARTICLE II
DEPINED TERMS
SECTION 201.
The fOllowing terms shall have the following meaningsl
A. Premises and Shopping C~nterl Landlord leases to
Tenant and Tenant leases from Landlord, for the term and upon
the terms and conditions set forth in this Lease, the store
premises situate and known as Building Section No. F ,
Store No. 4 and being measured and descr ibed approximately
by the outside bUilding lines, as follows;
Front:
29
feet 0 inches (irregular)
feet 0 inches (irregular)
Depth;
54
Total Ar\!a :1.078
square feet
locate~ approximately as outlined upon Exhibit "A" attached
hereto, the same being a proposed site plan of a Shopping
Center (the "Shopping Center") erected or to be erected upon
the premises described thereon, together with the right to the
nonexclusive use, in common with others, of all such automobile
parking areas, driveways, footways and other facilities
designed for common use, as may be installed by Landlord as
hereinafter provided, and of such other and further facilities
as may be provided or designated from time to time by Landlord
for common use, subject however to the terms and conditions of
this Lease and to reasonable rules and regulations for the use
thereOf, as prescribed from time to time by Landlord. The
purpose of the dimensions set forth above and the plan attached
hereto as Exhibit "A" is to show the approximate size and
location of the demised premises. All dimensions are
approximate only. Landlord reserves the right to change the
Size, layout and location of any bUildings, improvements, or
common areas and facilities ahown on Exhibit "A" aa well aa
reduce or expand the aizll of the Shopping Center.
B. Terml The term of thh Lease ahall be for five
(5 ) yean aa further provided in Article V below.
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C. Permitted U.el The ..le, at retail of handcrafted
marchandil' by American arti.tl, primarily consisting of Ind/or craf~ftd
from, but not limited to the following: basketl, pottery, ruga/fiber/clothina,
wood, paper, glau, iron/bronze/brau,-" 'fbr n 'OCnel:' purpose,
leather, acrylic, and jewelry a., 0
D, Minimum Annual Rent:
Years Olle (1) t)arQ1lgb $ 12,936.00
Years two (2) tbr()1t9" $ 15,092.00
Years three (3) UUQ\I';~ $ 17.2/18.00
Years four (4 ) through Bve (5) $ 19,404.00
......,U \Iu'L'~'311 f
E, Annual Percentage Rent: A sum equal to seven
percent I 7 .) of gross receipts, less the minimum annual rent
paid for such period.
F. Security Deposit: $1,437,34
G. Initial Annual Common Area Maintenance Charge:
$ 2,156,00
H. Initial Annual Merchants' Association Dues:
$ 539.00
I. Initial Annual Real Estate Tax Charge: $ 539.00
J. Initial Annual Insurance Charge: $1.078.00
K. Tenant Trade Name: Raintree Gallery
L. Estimated Date of Delivery of Possession I
August 25 , 1987.
ARTICLE: III
POSSESSION
Section 301,
Landlord warrants that it is the owner of a leasehold
estate in and to the tract of land shown on Exhibit "A" and
agrees that it will develop upon said tract commercial
buildings with parking area and improvements generally in
accordance with said Plan, and that, subject to any delays
caused by strikes, weather conditions, governmental
restrictions, scarcity of labor or materials, or for other
reasons beyond its control, it will proceed with due diligence
to complete said project. Landlord has erected and installed
or will erect and install the improvements upon the demised
premises substantially as set forth upon Exhibit "B" attached
hereto. Tenan~ shall fully comply with all of the terms,
covenants and conditions of said Exhibit "S", whether or not
Tenant i. currently in possession of the demised premises
pursuant to an existing lease.
haUIIl )OJ.
'111'''\ IIIal1 h'~. \hl I,.ien, i. l'IlI'r~l.i.1l If the
A_.I,_A p.?~1T9r ir A~' .~.,l.\.. ~r \he .... ~hish il liNty
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II it. ~l. r.m.dy iLlndlord not to b. lilbl. 0 T.nlnt
oth.r p.r.on, fir. or corpor.tion for .ny 10.. or d .
r..ulting th.r.from), of c.nc.lling thi. L.... ving
writt.n notic. th.r.of to L.ndlord within f .n (15) d.y.
.ft.r ..id d.t., provid.d, th.t if .ai lure to compl.t. i.
c.u..d br .trik.., w..th.r conditi , gov.rnm.nt.l
r..trict on., .c.reity of labo .at.rial, or oth.r cau..
b.yond L.ndlord". control d completion d.t. .hall be
.xt.nd.d for. period .1 to the period of .uch de1.y. If,
for Iny r...cn wh .ver the L.ndlord doe. not commence
'con.truction he demi..d pr..i.e. by September 1, 1984, the
L.ndlord 1 have the option without liability of c.ncelling
thi. se by giving .imil.r writt.n notic. to Tenant within
con.truction of the d.mi..d premi.e. unle.. .nd until fi cing
.cceptabl. to L.ndlord i. obtained. Should .uch finan 9 not
be obt.in.d on or before Augu.t 1, 1984r Landlord ma 0 notify
Tenant In writing, .nd cancel this Lea.e. If Land dean
obtain financing or sati.fy the condition. of fi cing only
upon the ba.is of modification. of the terms a. provisions of
this Lease, Landlord shall have the right to ncel this Lease
if Tenant refuses to approve in writing an uch modifications
within thirty (30) days after Landlord's quest therefor which
request .ay not be made after delivery possession. Tenant
.hall not unreasonably withhold it. roval of the aforesaid
aodific.tions. Within ten (10) day. of receipt of a request
therefor from Landlord, Tenant a e8 to forward to Landlord a
financial stat.ment of Tenant a lor, if applicable, Tenant's
guarantor or surety, in form tisfactory to Landlord certified
by an independent certified ublic accountant acceptable to
Landlord. If the financi or credit rating of Tenant and/or,
if appli cable, Tenant: ~ uarantor or lure ty 1$ not acceptable
for the purpoaes of tpe aforesaid financing, Landlord shall
have the right to c eel this Lease if Tenant refuses to
execute or supply uch additional assurances and/or guarantors
or .ureties as ndlord shall state as necessary for .uch
acceptance wi in thirty (30) days after Landlord'. r.quest
therefor wh requ..t may not b. made after delivery of
po.....io. If any .uch right to canc.l i. exercised, this
Lease 8 11 thereupon be null and void, each of the parties
.hall e released from any other or 'further liabil ity, aflY
see ity deposit made hereunder shall be refunded to Tenant
w out interest and neither party shall have any liability to
and premises have been completed in accordance with approved plans
Section 303. and specifications as previously agreed upon by Tenant and Land:ord
If Landlord is to perform any work in the demised
premises pursuant to Exhibit "8", completion of the demised
remise. shall be certified to Tenant in writing by Landlord's
nspect ng arc teet, and the delivery of such certificate of
completion to TenBnt .hall constitute delivery of the demised
premises hereunder. Tenant, its agents, 's~rvants Bnd
contractors, prior to the delivery of possession of the demised
premiaea, shall have the right to enter upon the demised
premises, for the purpose of taking measurements therein, but
for no other purpo.e, provided r however,' that .uch entry ahall.
'e880nably.DQUinterfere with or obstruct the progress of the work being
done by Landlord.
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du. to any reaeon not the faUlt of Tenant
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SECTION 401.
ARTICLE IV
USE;
"otton 304.
Upon rec.lvlng PO~....lon ot the de.l.ed pr.ml... fr~
Landlord, Ten.nt .hall with due dl1lgenc. prooeed to In.tall
'uOh ttxtUf.. .nd .qutp.ent .nd to f.rtor. .uoh oth.r Work ..
'h.ll b. requtr.d pur'U.nt to Ixhib t -8- or n.c....ry Ur
.ppropri.tt tn ord.r to pr'P.r. the d.mt'.d pr..t... tor the
op.ntng of bu.tn.... In the event th.t T.n.nt do.. not open
the d..ta'd pr.mt.e. tor the Conduct ot tt. bu.tne.. on or
b.tor. the Rent.l commence.ent D.te (.. d.tined tn S.ction SOl
· OW , L.ndlord, tn addition to .11 oth'r r'.'di.. h.reunder,
...11 .... ... ...1..., I.) '.r.I..'I.. '.1. L.... by .1.1..
Ten.nt wrltten notio. ot auoh t.r.ination, wh.reupon this L....
.h.ll b. t.rminat.d unle.. by the date ot the giving ot 'aid
written notioe, T.nant .h<<ll have Opened the demi8ed pr.mi'e.
tor the conduct ot it. bu.ine.., or (b, of COllecting trom
T.nant not only the minimu. rent h.r.tn provtded, but MI.o
'..1.1...1 r... .. ... r... ., ... 11.', ..r.... ., 'h. '1.1...
monthly r.nt.l per d.y for '.ch and Iv.ry d.te from the a.nt.l
C........... D... ..'11 'h. ',y ...... ......... .. .. b..I....
I. ... ...1... pr..I.... ...... '.r... no, .. ........ '.y
Work upon .ny portlon ot the demtaed premiaes until L.ndlord
hee ',pr.... "''''.''. plo.. eo.. 'p,." I.. tI... I. .r it,.. ~nd
Tenant has otherwise complied with the requirements set torth
in Exhibit -S-. Any change. in 8aid plans or specifications
mU8t be '1m11.rl~ apProved by Landlo~d.
which approval shall not be unreason_bl.
SICTIOH 305. Withheld or delayed .
Unless otherwise 800ner terminated pursuant to tt.
ter.s, 'any existing lease pursuant to which Tenant i. the
tenant for space in the ShOPPing Center shall terminate on
"."1 C.........., D... (.. ""." I. 'r'I.I. V b.I..,. 'I'h
th. .ame force and eff.ct as if such date wer. Set fortn
th.r.in as th. expiration dat, of said l.ase.
Tenant ahall Continually USe and occupy the demised
premises sOl.ly for the P.rmitted Use under the name or style
of Tenarlt'. Trade Hame alld for no other purpose.
Tenant acknOwledgos that Landlord's Obtainin9 a fair
... "."'bl. r"'.1 I. ......... 'PO. ........ ......'r....,
.11 ., ," b..'.... "'.r.. V"h'. .h. "..r'ph'e.1 'r.. I.
.hleh 'h. Sh.PP1., C'.'.r .. I...t.. .pO. ........ b..l.... .,
... ...,... pr'.l... .. .. .. ...1.1.. ........ Gr... S.I..,
... ...... '.r'h.r ......1..... 'h., '.y '.'I.I,y by .....,
VI'h.. .... ....r.phl..1 .r.. I. ...r"I.. .r P.r.I.I".I.. ..
the operatlng of . .imllar or cOmp.tlng bUlin.l. mu.t
.""'.rlly h... .. "'.r.. ."... o. 'h. '.1... .f .,... S.I..
by...... ., 'h. ...l..d pr...... ., 'h. ""1.... ., L"'I",
and wl11 d.prive Landlord of the fair rental to which the
p.r'I.. '.r.... A'..'dl'.ly. I. .h. ..... .... '.rl.. ... '.r.
., 'hl. L.... .I".r ...... .r ........ ....,...... .r '.y
..r... .r '."'y "..r.II.' by...... .r ."'r.lll.. ....... .r
....r.II.' by 'h. .... ..,... .r '.'I'y .r p.r.... .r '.'1'1..
v.. ".'r.1 ....... .Ir'..ly .r 1..lr'..ly ..... .p.r.,... I.
'"I.y.. I.. 'Ireo.. .r '.r... '.y .'h'r Pl... ., b..l..... ...
..... .r ...II.r '.. .r ......1.1.. vl.h. ........ bu.l.... ..
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.et forth hereiro, vithin a radiu. of five (5) mil.. from the
out.ide bOUn~~!f at the Shopping Center, which distance Ihall
be ....ur.d ~a . .traight line without r.f.rence to ro.d
mile.g., then the Gro.s Sales of .ny such other plac. of
bu.in... shall b. includ.d in the Gross Sal.. mad. from the
demi.ed pr.mis.s to d.t.rmine the Perc.nt.ge R.nt due und.r
thi. Le.s., .s fully .s though such Gross Sales had actually
b..n ..d. from the d.mi..d premises. In the .vent Landlord 10
electl, III of the provisionl of Article VI h.reof shall be
applicable to the Grols Sal.s of, and all the boo~s ana records
pertaining to, luch competing Itore, provided, however, the
for.going geographic limitation shall not be applicable to any
.xisting location of Tenant or any .uch other place of business
which is operated in a regional shopping center directly or
indirectly owned in whole or in part on the date hereof by
Landlord or a principal of Landlord.
SECTION 402. conunerc1all.y profitable
Tenant shllll operate all of the demised premises
during the entire term of this Lease with due dili ence and
efficiency .~ as to produce the maximum gross rece p s w lC
may be produced by .uch manner of operation, unless prevented
from doing 80 by causes beyond Tenant's control. Subject to
inability by reason of strikes or labor disputes or
unavailability of goods or other reasons beyond Tenant's
control, Tenant shall carry at all times in the demised
premises a stock of merchandise of such size, character and
quality as shall be reasonably designed to produce the maximum
return to Landlord and Tenant. Tenant shall conduct its
business in the demised premises during the regular customary
days and hours for such business in the Shopping Center ared
and will keep open for business from 9:30 A.M. until 9:30 P.M.
every day (i~cluding, at Landlord's request/ Sunday) and during
the same day., nights and hours as the majority of the chain
Itores and department store or stores in the Shopping Center.
ARTICLE V
TERM
and subject to Tenant's
acceptance of such delivery
of possession.
SECTION 501.
The term of this Lease shall commence on the date when
Landlord shall deliver possession of the d mised remiSes to
Tenant, as provided in Article III hereofr an s a en
(unless sooner terminated as hereinafter provided) at Midnight
on the date of the expiration of the full Term from the first
day of the calendar month next lucceeding the WRental
Commencement DateW, as defined in Article VI hereof, without
the necessity of any notice from either party to the other to
terminate the same, and Tenant hereby waives notice to vacate
the premises and agrees that Landlord shall be entitled to the
benefit of all provisions of law respecting summa.y recovery of
possession from a tenant holding over to the same extent as if
statutory notice had been given. Tenant's obligations with
respect to accrued minimum, percentage or additional rent shall
survive the expiration or earlier termination of this Lease.
If requested by Landlord, Tenant hereto ~grees to execute,
within thirty (30) days after the Rental Commencement Date, a
supplement to this Lease, in the form attached hereto as
, Supplement 1, confirming the Commencement Oate/ the Rental
Commencement Date and expiration date and stating that this
Le..e 11 in full forc. and .ffect. Entry upon the de.niled
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. pre.b.. by Tenant prior to the aentll COlIIIencea.nt DaU Ihlll
be lubj.ct to all of the tera., cov.nant. .nd condition. of
thtl L.... except for alniau. and percentag_ rent, Tenant'.
.han of real ..tate tax.., COMOn ar.. COltl, in.uranc.
charge. and Merchantl' A..ooiation dUI',
ARTICLE VI
RENT
IBCTION '01.
Tenant Ihall pay to Landlord the .inimum ~nnu.1 rent
in the .UI. let forth in Stctlon 20lDr payable in advance in
equal ~nth1y In.ta1l.ent. on the fir.t day of each calend~r
aonth during the tee. h.reof, wi thout prior de.anCl therefor.
Such ainlau. rent .hall COl\llllnc. to accrue either (1) on the
date when Tenant .hall open the de.t.ed pre.ile. for bUline'l,
or (11) on the dtte which I. forty-five (45) daYI after the
Landlord haa delivered pollellion of .aid pre.it.. to the
Tenant, whichever date i. .arller, ..id date being herein
lometimes referred to as the aRental Commenc.ment Date.~ The
first full month's minimum rent and added chargts (as defined
in Section 3102 below) Ihall be paid upon execution of this
Lease. The next rental payment date her.under Ihall be the
firlt day of the firlt calendar lonth following the Rental
C~.nce.tnt Date and Ihall include the pro-rated amount of
rent and added chargel applicable to the period frol the Rental
Commenceaent Date to luch rental pa~.nt dat..
SECTION 602.
For .ach lease year or portion thereof during the term
hereof, Tenant Ihall pay, in addition to minimum rent,
percentage rent ~~ I,"t forth in Section 20lE. Anything herein
to the contrary notwithstanding, there Ihall be no abatement,
apportionment or suspension of the perclntage rent payable
hereund.r.
SECTION 603.
Th. firet lease year shall b.gin on the Rental
Commence~ent Date and Ihall .xtend for one (1) full eai.ndar
y.ar. Thereafter each luse year Ihall commence on the day
following the expiration of the preceding lease year and .hlll
end at the expiration of twelve (12) calendlr monthl
thereafter .
SECTION 604.
iifteen (15)
Within teA (1~) dlYI after the end of elch calendar
lonth during the tel" of thi. Leale, Tenlnt Ihall lubmit to
Landlord In accurate, unauditld, written .tatement ligned by
Tenant on itl behalf by a duly authorized officer or
representative, Iho~in9 the full amount of Tenant's gross
receipts in the demised pr.misee during the preceding calendar
aonth. With Ilch quartlrly .tat.ment, Tlnant Ihall pay to
Landlord the percentage rent, if .nYr accrued .nd payable with
relpect to the preceding quarterly period. .
IBCTION 605.
Within forty-five (45) d.y. aft.r the end of e.ch
1.... y.ar, cO".ncin9 with the firlt 1.... y..r, T.nant Ihall
- 6 -
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.ubmit to Landlord a complete statement oertified by ~
'1~.epeRd'R' a.r'I.I.. publio acoountant acceptable to Landl~~d
and Ml.o oertified by Tenant or on its behalf by a duly
authorized officer or representative, showing aocurately and in
suoh detail as rea&onably required by Landlord the full amount
of Tenant's gross receipts in the demised premises during the
immediately preceding lease year. At the same time Tenant
.hall pay to Landlord the full balance of peroentage rent
payable for said lease year, if any. Any exces. of percent1ge
rental. that T.nant may have paid for such lease year ahall be
refunded promptly by Landlord to Tenant.
.
SECTION 606.
The term "gross receipts- as used herein is hereby
defined to mean gross receipts of Tenant and of all licens3ls,
concessionair~s and tenants of Tenant, from all business
conducted upon or from the demised premises, whether such
receipts be obtained at the demised premises or elsewhere, and
whether such business be conducted by Tenant or by any
licensees, concessionaires or tenants of Tenant, and whether
such receipts be evidenced by cheek, credit, charge account,
exchange or otherwise, and shall include, but not be limited
to, the amounts received from the sale of goodsr wares and
merchandise (including commissions on lottery sales, if any)
and for services rendered, together with the amount of all
orders taken, received or filled at the demised premises,
whether such orders be filled from the demised premises or
elsewhere. If anyone or more departments or other divisiond
of Tenant's business shall be sublet by Tenant or conducted by
any person, firm or corporation other than Tenant, there shall
be included in gross receipts for the purpose of fixing the
percentage rent payable hereunder all the gross receipts of
such departments or divisions, whether such receipts be
obtained at the demised premises or elsewhere, in the same
manner and with the same effect as if the business or sales of
such departments and divisions of Tenant's business had been
conducted by Tenant itself. Gross receipts shall not include
sales or merchandise for which cash has been refunded, or
allowances made on merchandise claimed to be oefective or
unyatisfactory, provided they shall have been previously
included in gross receipts; and there shall be deducted from
gross receipts the sales price of merchandise returned by
customera for exchange, provided that the sales price of the
merchandi3e delivered to the cust.omer in exchange shall be
nclude in gross receipts.r Gross receipts shall not include
the amQunt of any sales or use tax levied directly on sales and
collected from customers and paid by Tenant, provided that
specific recora is made at the time of each sale of the amount
of such sales or use tax and the amount thereof is separately
charged to the customer. No franchise or capital stock tax and
no income or similar tax based upon income or profits as such
and no gross receipts tax shall be deducted from gross receipts.
SECTION 607.
The business of Tenant and of any sub-lessee, licensee
or concessionaire upon the demised premises shall be operated
so that a duplicate sales slip, invoice or cash rlgistvr
receipt, serially numbered, shall be issued with each Rale or
transaction, whether for CAsh, credit or exchange or Tenant
will use Buch other system for accurately reporting gross
receipts as shall be approved by Landlord. Tenant shall k.r?
at all times during the term hereof, at the demised premises.pr
at the general office of the tenant, full complete and accurate
Gross receipts shall not include uncollectible d~bts on Tenant's retail sales. pro-
vided such uncollectible debts do not exceed one percent of Tenant's gross receipts
in any lease year. Gross receipts shall not include custom carved signs personallv
carved by Barry Leader but shall include carvings of production signs sold at the Camp
Hill Shopping Mall store,
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'bookl of account and record. in acpordance witb accepted
.
accounting practice. with r.spect to all operation. of the
bu.in... to be conduct.d in or fr~ the d_=i..d pr..i,..
including tht recordin9 of 9fO.. r.c.ipt. and the r.ceipt of
all ..rch.ndi.. into and the d.liv.ry of all ..rchandi,. fr~
the d..i..d pre.i... durin9 the ter. hefeof, and .hall retain
, .uoh book. and record., a. well I' all contr.ct., voucher.,
ch.ck., inv.ntory r.cord., Ind oth.r docu.ent. and p.p.r. in
any ~ay relatl~9 to the op.ration of .uch bu.ine.., for at
l.a.t two (2) y..r. fro. the .nd of the 1.... y.ar to which
th.y .r. applicabl., or, if any audit i. r.quir.d or .
controv.r.y .hould .ri.. betw..n the p.rti.. hereto r.g.rding
the rent p.yabl. h.r.und.r, until .uoh audit or controv.r.y i.
t.r.inated. Such book. .nd r.cord. .hall .t all r...onabl.
time. during th. r.t.ntion p.riod abov. r.f.rr.d to b. op.n to
th. in.pection of L.ndlord or it. duly authori..d
r.pres.ntativ.., who .hall hlv, full .nd fret .cce.. to the
.... and the right to require of Ten.nt, it. .gent. and
..ploye.., .uch infor..tion or ..plan.tion with r..p.ct to the
.... .1 .ay be n.c....ry for a prop.r ....in.tion th.reof.
SICTION liD8.
If it i. d.t.rain.d th.t the .ctual gro.. r.c.ipt. for
Iny p.riod cov.r.d by the .tlte..nt requir.d pur.uant to
S.ction 605 of thi. Article VI .hall .,c.ed the amount thereof
.hown in ..id .tat..ent byl:tlt,u In!...",' (~ aort, ~~nlnt five perc..
.hlll pay IU the .xp.nseI incurr.d by Lanarordln deterafiiIiii (5%)
the actual grol. r.c.ipt. fo~ .aid period.
SECTION 609.
U teen
Tenant .hall, without prior notice or demand and
without any setoff or deduction whltsoever, pay all r.nt.l. and
oth.r charg.s and r.nder all .tatement. her.in pre.crib.d .t
the office of Agent, 1700 M.rket Str.et, Philad.lphia,
Pennlylvania or to luch other person or corporation, .nd at
.uch other plIC', as Ih.ll be delignat.d by Landlord in writin9
at least t.n 110) day I prior to the next en.uing rent.l payment
date. If Landlord .h.ll pay .ny .onie., ~r incur .ny expen.e.
in correction of .ny violation of any cov.,~nt of Tenant herein
.et forth, the .mountl .0 paid or incurred th.U, at L.ndlord'.
option Ind on notic. to Tenant, be considered additional
rentall payable by Tenant with the first install..nt of rent.l
thereafter to become due and payable, and .ay be coll.cted or
enforced .. by l'~,provlded with respect to rent.l.. T.n.nt
coven.nt. and agree. th.t all IU.. to be p.id under thi. L....,
(15) d w t ti~. (I) day. .ft.r du., .h.ll bear int.re.t
on the unpaid port on thereof at the ute of 11111'"" (It'l ten (10%)
percent per .nnum fro~ the d.t. vhen due but not in exc... of
the highe.t 1.g11 rat... In addition, if Tenant faill to pay
.ny .u. to be p.id by T.nant her.under, Landlord ..y i.po.e a
late chuge in the ..ount of ten (10'1 percent of the .um due.
SECTION 610.
Landlord acknowledges receipt fro. T~nant of the
Security Deposit as .et forth in Section 2DIF, to be h.ld a.
collateral .ecurity for the paym.nt of any r.ntal. and otn.r
.ums of money plyabl. by Tenant und.r thi. L.as., .nd for the
faithful performance of all other coven.nt. .nd .gr....nt. of
Tenant hereunder; the amount of said deposit, without interest,
to be repaid to Tenant after the termination of this Lease and
any renewal thereof, provided T.n.nt .hall have ..de .11 .uch
p.ym.nt. and perfor..d all .uch cov.nant. .nd .gr....nt.. Upon
- 8 -
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common are.. faollltles for any fiscal year of Landlord exceeda
the common area malntenance chargea actually paid by Tenant for
luchperlod, within ninety (gO) day a after the .nd of
Landlord'l tlacal yeer, Landlord will deliver to Tenant a
Itatement Ihowing in reasonabl. detail Tenant's proportionate
Ihare of luch actual OOlt and, within twenty (201 days after
delivery of luch statement, Tenant will pay auch exceaa ahown
to be due by laid atatement, as additional rent. Tenantra
proportionate share of the actual coats of operation of the
Shopping Center and maintenance of the common areas and
facilities Ihall be in the .amo proportion to the total costs
of luch operations and maintenance as the total grols rentable
area of the demised premises bears to the total gross number of
rentable square teet of ground floor lease,ble area contained
within all mall stores (excluding Department StoreR, the
aupermarket and ,stores not attached to the mall, collectively
referred to as -Separate Storea-I. The statement submitted by
Landlord shall be sufficient evidence of the actual costs of
the aforesaid operation and maintenance. The aforesaid costs
of operation and maintenance shall include all expenditures
incurred by or on behalf of Landlord in operating the Shopping
Center and f"... 4.nta ining the common areas and he il it les,
including, without limitation, the cost of cleaning, heating,
ventilating and air-conditioning the enclosed malll the cost of
all of Landlord's insurance relating to the Shopping Center and
the common areas and facilities (including, but not limited to,
bodily injury, public liability, property damage liability,
automobile insurance, sign insurance, and any other insurance
carried by Landlord for the Shopping Center and the common
areas and facilities in limits reasonably selected by Landlord,
but excluding insurance described in Section 703 belowll
gardening and landscaping I assessments I repairs, repaving,
replacements, preventive maintenance, repainting, including
ustr iping c.l: parking lot and accesswaysl rental of sigM and
equipmentl li9htingl sanitary controll removal of snow/ trash,
rubbish, garbage and other refusel depreCiation over a period
not exceeding sixty (60) months of machinery, equipment and
other assets used in the operation and maintenance of the
Shoppi,ng Center, repair and/or replacement of on-site water
lines, sanitary sewer linesr storm water lines and electrical
lines and equipment serving the propertYI the cost of police,
se~urity and traffic control servicesl the cost of all
personnel required to supervile, implement and accomplish all
of the foregoing, and an administrative charge equal to fifteen
(15') percent of said costs. Contributions towards such costs
by Separate Stores shall be deducted. At anytime or times
that Landlord determines that Tenant's share of actual costs
will exceed the monthly installments then due from Tenant
hereunder, Landlord may adjust the amount of the monthly
installments thereafter due from Tenant on account of itA
proportionate Ihare of the costs of operation of the Shopping
Center and maintenance of the common areas and facilities by
increasing such installments by an amount equal to one-twelfth
II/12th) of the excess, if any, of Tenant's estimated share of
such costs over the annual common area maintenance charge then
due hereunder.
SECTION 703.
For each year of the term hereof, Tenant shall pay to'
Landlord, as additional rent, Tenant's proportionate share of
all premium COlts for fire and broad form all risks extended
coverage inlurance and rent insurance respecting all buildings
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and improvements upon the Shopping Center. A8 and for Tenant'l
proportionate sharer Tenant Ihall pay to Landlord the initial
annual insurance charge as let forth in Section 20lJ (Iubjeot
to adjultment as s~t forth below) payable as additional rent in
equal monthly installments at the lame time. al fixed minimum
rent il payable hereunder, without demand and without Iny
deduotion or setoff whatsoever. If Tena~t'l proportionate
Ihare of the actual oost of luch insurance for any insuranoe
year of Landlord exeeeds said annual insuranoe charge actually
paid by Tenant for luch perioor within ninety (90) days after
the end of Landlord's insuranoe year, Landlord will deliver to
Tenant a statement Ihowing in reasonable detdil Tenant's
proportionate share of suoh actual insurance costs and, within
twenty (20) days after delivery of suoh statement, Tenant will
pay luch excess shown to be due by said statement, as addtional
rent (SUbject to adjustment as set forth below). Tenant's
proportionate share shall be the same as set forth in Seotion
702 with respect to oommon Irea maintenanoe charges. The first
insurance year shall be the period covered by annual insurance
premiums. The statement submitted by Landlord shall be
sufficient evidence of the actual insurance costs. At anytime
or times that Landlord determines that Tenant's share of actual
costs will exceed the monthly installments then due from Tenant
hereunder, Landlord may adjust the amount of the monthly
installments thereafter due from Tenant on account of its
proportionate share of the costs of insurance by increasing
suoh installments by an ~mount equal to one-twelfth (1/12th) of
the excess, if any, of Tenant's estimated share of such costs
over the annual insurance charge then due hereunder.
SECTION 704.
Sums due pursuant to Section 702 ana Section 703 shall
be appropriately adjusted for any partial years at the
beginning or end of the term hereof.
ARTICLE VIII
MERCHANT'S ASSOCIATION
SECTION 801.
Tenant shall join and maintain membership in an
Association authorized and recognized by Landlord and
established by the Tenants in the Shopping Center. Tenant
shall pay to the Association each lease year luch reasonable
assessments as may be fixed from time to time by the
Assooiation for creating and maintaining a fund to be used by
the Association for general promotional, advertising and
welfare purposes, inoluding any assessments or dues for
advertising, publicity and general public relations, provided
the oost to Tenant for the first year shall be as set forth in
Seotion 20lH. Tenant will comply with such bylaws, ru ea an
regulations as may be adopted from time to time by said
Association and take suoh action as shall from time to time he
necessary to remain in good standing in the Association.
Tenant agrees to use the name of the Shopping Center
prominently in all of its advertising and promotional
literature regarding the demised premises. reasonable and non-
discriminatory
SECTION 802.
Tenant agrees that the bylaws of the Assooiation shall
provide. (i) each .e.ber whioh il prelent at a meeting and not
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delinquont in any of ita paymenta to the A.aociation ahall have
one vote for each aquare foot of floor area in ita demised
premhes, (11) each delinquent .ember ahall b" Uable to thl
Association for ita coats (inoludin9 attorney'a fees) inourred
in colleoting luch member'e delinquent debts to the
AI.ociation, (iii) Landlord ahall have a number of votes equal
to the lelser of twenty-five peroent (25\) of the total of all
votes in the ASlooiation inoluding the votel of Landlord or the
percentage whioh Landlord'l oontribution to the Assooiation for
the association year bears to the total amount of all dues
payable to the ASlooiation for luch asaooiation year (iv) the
Landlord, a. agent for the Assooiation, may, at its option,
oolleot all aBses.ments due including delinquent assessments or
designate another party to oollect such aS8essments, (v)
Landlord may, at its option, elect to provide the Assooiation
with the servioes of a promotion director and all staff deemed
necessary by Landlord to effectively carry out the promotion
and public relations objectives of the Association and/or such
reasonable space within the Shopping Center as may be necessary
to carry out the funotions of the promotion director and his or
her staff and the Association shall reimburse Landlord for
such, and (vi) Landlord may provide that the occupant of ar"
department store and/or supermarket shall have a seat on the
Board of Directors. Furthermore, no bylaw, rule or regulation
of the Association shall conflict with the provisions of this
Lease, and more particularly with any rules and regulations
adopted by Landlord or in any respect ~iminish the rights of
Landlord hereunder.
ililiTI9W 8tl).
Association, as additional rent, the sum of - ive ($.25)
cents per rentable square foot of tota leased by Ten~nt
upon receipt of notice from Lan at the demised prem1,,'s
are ready for occupancy nt's share of the cost of the
.Grand Opening- of opping Center, said payment to be aue
even if Ten not open for business for the .urand opening.
so 1 enant is required to open for business hereunder
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ARTICLE IX
PUBLIC UTILITIES
SECTION 901.
In addition to all rentals herein specified, Tenant
shall be responsible for and shall pay for all utilities, used
or consumed in or upon the demised premises, and all water
oharges, as and when the charges therefor shall become due and
payable, commencing on the date Landlord notifies Tenant that
the demised premises are ready for occupancy. Unless supplied
by Landlordr Tenant shall promptly make all appropriate
applioations to the local utility companies and pay all
required deposits, connection fees and charges for meters and
service for all utilities.
SECTION 902.
In the event any utility or utility services are
furnished to Tenant for which a lien oould be filed against the
demised premises or any portion thereof (such as water rent or
.ewag' di.po.al), the Tenant Ihall at Landlord'. requestr pay
. 12 .
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the co.t thereof to Landlord a. .nd vhen the eh.r,.. th.refor
btc~e due .nd p.y.bl., oth.rwi.., Tenant .h.ll deliver
ori,in.l r.c.ipted bill. th.r.for to Landlord within thirty
lJO) dart aft.r the .... .r. due and pay.bl. vithout int.r..t
or pena ty.
.ICTION 'OJ.
Ii) In the .vent L.ndlord .hall .lect or b. r.quir.d
to furni.h .ny utility ..rvice. to Ten.nt lother th.n
.lectricity .nd Conditioned Air .. d..crib.d belov), T.nant
h.r.by .gr... to purch... and pay for the .... froa Landlord,
provid.d Landlord .h.ll ch.rg. th.r.for not acr. th.n the ....
con.ua.r r.t. .. i. ch.rg.d by the public ..rvic. corpor.tion
or aunicip.l luthority, .. the ca.. may be, .upplying .i.ilar
usage .nd ..rvic.. to I r.t.il cu.to..r in the ,.ner.l ar.. in
vhich the d..i..d pr.ai... .r. .itu.t.d. .
Iii) T,nlnt agre.. to purch... fro. L.ndlord and p.y
for Conditioned Air to be u..d by T.n.nt fOr,h..ting and .ir
conditioning the d..i..d pr..i..., .. .dditional r.nt, upon
pr...nt.tion of bill. th.r.for, .t the r.t.- ..t forth in and
.ubj.ct to adju.tment. in accordanc. with LII~lcrd'.
Conditioned Air Charg. Rate Adju.t..nt Sch.dul. attach.d her.to
II Exhibit -D.'
liv.eton Wat.r Co,plny via .t l.a.t four (4) a.t.r.d .
at four (4) ..t.r rooa location.. Elch do...tic r
viii ..rvic. I grouping of a.ll .tor... A capped v.lv.
outl.t will b. provid.d for .ach T.nl f T.n.nt r.quir..
great.r than I 3/4' wlter .ervic and lord will furni.h Ind
in.tall the requir.d wlter ng and aodifica~ion, at Tenant'.
..pen... At Landlord' tion, T.nant viiI in.tall a water
aetee with relDO Idee. Landlord wBl onl,' require aetee ing
of llrge u.. tenant. .uch .. beauty parlor., r.st.ur.nt.,
.tc. lallYr .Iall r.tail .tor.. with only toil.t room. wilL
ad ,. ~. "l.c.'.
.uppll.d to obtlin the av.rag. wat.r COlt per ,a andlord
viii ch.rg. I.t.r.d T.nant. for wat.r u. .d on the
aver.g. co.t p.r gallon aultipl .t.red gallon.
con.u.ed. L.ndlord wil educt frol the tot.l wat.r co.t,
the ..ount bill .tered Tenants and the balance of the
w.ter all b. .pportioned on . gro.. l....bl. Ir.. ba.i.
(l~) Tha.. i. eWlr'R'ly ft. '.~.r
.stat. t..... In the .v.nt the 10cIl authority, .uni ty,
utility or other body collects for the .ewera aRit.ry
..rvie., Ten.nt covenant. .nd .gr..s to e ..w.r r.nt
ch.rge lboth tiniaue .nd oth.rwi .ny other t.., r.nt,
l.vy, connection f.e or .e other charg. which nov oe
heee.fter i. ...... po.ed oe lay becole . li.n upon the
premises, or realty of which they are I part, pursuant to
law, or regulation .ade or i.sued in connection with the
.ew.ra,a eeftft.e~iaft ar 'N.~&..
(v) Landlord .ay, .ft.r thirty (301 day.' notice to.
T.nant, ca.s. to furnlah .ny one or lOre of the utility
..evic.. to the pre.i..., without any e..pon.ibllity to Ten.nt,
elcapt to conn.ct Tan.nt'. dl.teibution f.clliti.. therefor
with another .oure. for the utilit1 ..rvic. .0 di.Qontinued.
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(vi) It is intend.d th.t the cost of .l.ctricity b.
included in the minimum .nnu.l rent. Since the ch.r.cterIstics
of Ten.nt'. electric.l .qui~ment and fixtures .r. not known at
the time of the execution of this lesse, Landlord .nd T.n.nt
.r. not .bl. to .gr.. upon the .um to be includ.d in the
minimum r.nt for electricity (said .um being h.r.in.fter c.ll.d
the -El.ctricity compon.nt'). For that r.ason, the minimum
annual rsnt .et forth in this lea.. doe. not include the
Electricity Component. At .uch time .. the Electricity
Compon.nt .h.ll be determin.d in accord.nce with Exhibit 'E- of
this 1...., the minimum .nnual rent shall be adjusted to
includ. the Electricity Component.
SECTION 904.
Landlord shall not be liable to Tenant for any damages
should the furnishing of any utilities by Landlord be
interrupted, curtailed or required to be terminated because of
n.cessary repairs or improvements or any cause beyond the
r.asonable control of Landlord. Any interruption, curtailment
or cessation of utilities or service shall not relieve Tenant
from the performance of any ~f Tenant's covenants, conditions
and agreements under this Lease.
ARTICLE X
TAXES
SECTION 1001.
Tenant shall pay to Landlord ~~ch fiscal year or years
of the taxing authorities' during the term hereof (appropriately
apportioned for any partlal vellt at tlce beginning or end of the
term hereof) on demand, as a~ditional rent, "Tenant's share of
r.al .state taxes", as hereinafter described, based upon the
fiscal years of the taxing authorities.
SECTION 1002.
Tenant's share of real estate taxes for any such
fiscal year shall be an amount equal to the product obtained by
multiplying the number of gr08s rentable square feet of ground
floor area l.ased by Tenant by the .current tax per square
foot" in such fiscal year. The current tax per square foot
shall be computed by dividing the amount of the total real
estate taxes and assessments levied on the Shopping Center by
the total gross number of square feet of rentable ground floor
area in the Shopping Center or portion ther.of reflected in
such assessment.
SECTION 1003.
Tenant shall be responsible for and shall pay before
delinquency all taxes assessed .gainst any leasehold interest
or personal property of any kind owned or placed in, upon or
about the demised premises by the Tenant.
SECTION 1004.
If at any time during the term of this Lease the
m.thods of taxation prevailing at the commencement of the term
her.of .hall be alt.red 10 that in li.u of or al lupplement to
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or . .ub.titute for the whole or any p.rt of the real estate
t.... or .....sm.nt. now l.vi.d, ..s....d or impoled on the
Shopping C.nter, t~ere .hall be levied, a.se..ed, or impo.ed
(i) . tax, aueum.nt, l.vy, imposition or charg., wholly or
partially a. . capital levy or otherwi.e, on the rent. received
therefrom, or (ii) a tax, as.e..ment, levy (inclUding, but not
limited to, any municipal, .tate or federal levy), impo.ition
or charge mea.ured by or baa.d in whole or in part upon the
Shopping Center and impo.ed upon the Landlord, or (iii) a
lic.nae fee meaaured by the rent payable under thia L.ase, then
.11 .uch taxea, as.easmenta, levie., impositions and charg..,
or the part thereof .0 measured or based, .hall be deemed to be
inoluded in the general real estate taxes and asse.sments
payable by the Tenant pursuant to Section 1001 above to the
extent that such taxes, assessments, levies, impositions and
charges would be payable if the Shopping Center were the only
property of the Landlord subject thereto, and the Tenant shall
pay and discharge the same as herein provided in respect to the
payment of general real estate taxes and assessments. Real
estate taxes shall include all taxes attributable to
improvements now or hereafter made to the Center or any part
thereof or t~~ present or future installation of fixtures,
machinery or equipment thereon or therein, all real estate
taxes, assessments, water and sewer rents (not bRsed on
consumption) and other impOSitions and charges of every kind
and nature whatsoever, nonrecurring as well as recurring,
special or extraordinarYr ordinary, foreseen and unforseen and
all installments thereof levied, assessed or imposed or due and
payable are liens upon or arising in connection with the use,
occupancy or possession of, or any interest in, the Center or
any part thereof, or any land, building or other improvements
therein.
SECTION 1'0,05
As and for Tenant's proportionate share of real estate
taxes, Tenant shall pay to Landlord the initial annual real
estate tax charge as set forth in Section 2011, payable as
additional rent in equal monthly installments at the same times
as fixed minimum rent is payable hereunderr without demand and
without any deduction or ~etoff whatsoever. If Tenant's
proportionate share of the actual real estate taxes and
assessments for any fiscal year exceeds said real estate tax
charge actually paid by Tenant for such period, Landlord will
deliver to Tenant . statement Showing in reasonable detail
Tenant's proportionate share of such actual real estate taxes
and assessments and, within twenty (20) days after delivery of
such statement, Tenant will pay such excess shown to be aue by
said statement as additional rent. The official tax bill and
the statement submitted by Landlord shall be sufficient
evidence of the actual real estate taxes and assessments. If
at any time or times Landlord receives notice of an increase in
the assessment or tax rate, Landlord may adjust the amount of
th~ monthly installments thereafter due from Tenant an aooount
of its proportionate share of real estate taxes and alsessments
by increaSing such installments by an amQunt equal to
one-twelfth (1/12th) of the exceEs, if any, of Tenant's
estimated share of such real estate taxes and assessments over
the real estate tax charge then due from Tenant hereunder.
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provided. however. that Tenant shall .::'e re~ulred to lIlake the aforesaid'
repalrl , replacement. only Ie (1) the Ite. requlrlnl rep.lr or replacement
1. not covered by a warranty ,iven by landlord for landlord'. work or lueh warrlnty
hat expired or (il) th. rlpair or replace.lnt II not nlcelliClted due to thl
ne.ll.ent perforaancI or In.tlll.tlon of Landlord'. work.
ARTICLE II
REPAIRS
SECTION 1101.
L.ndlord will ke.p the r~f .nd the .xt.rior w.lll of
the de.lI.d prellh.., in proper replir, nc.pting any work done
by Ten.nt, .ny gllll, doorl, door clo.erl or fr...., .nd
.xcepting Iny work don. by Ten.nt .nd work required by rellon
of Ten.nt'. n.glig.nc. or .i.ule of the de.ilea pr~mil",
provid.d that in .aoh c... T.n.nt .hall h.ve given L.ndlord
prior written notice of the nece..ity of luch r.p.ir.. Th.
rep.ir or r.pl.cement of work done by Ten.nt, glls" door.,
door clo.er. .nd fr..e. .nd dl..ge clu.ed by Tenant'.
negligence or .i.u.e of the d..i.ed pre.ilel Ih.ll b. the
re.pon.ibility of .nd sh.ll be done by the Tenant. Ten.nt will
11.0 ..k. .11 n.c....ry rep.irl and repl.ce.ent. in order to
keep the interior of the.de.i.edi~re.~'~~:A~~':'~~~ ~t~~pJll
:::::::::t. i:~;:~f::i.:: :~::.{=, rm ~oou, ~oor closera .nd i~c~udin.
frame., all pllte glas. and door and window gla.. fra.e. and ii~i~~~ion
.11 fixture., e ui m nt and .tock clean .nd in ood order and
proper repa i r. .
using m.teri.ls and l.bor of kind and quality .qu.l to the
original work, .nd will .urr.nder the demi.ed premise. at the
.xpir.tion or earlier ter.ination of this L.... in a. good
condition II when received, ..cepting only d.terioration caused
by ordinary wear and te.r .nd damage by .ccidentll fire or
other c..ualty of the kind insured Iglinst in .tandard policies
of firl insur.nce with extended cover.ge not caused by Tenant,
ts Igents, .mp oyees an nv l,t.es; III""" 1....iAlta..e
ruvU", Llndlord sh.ll h.ve ...e oblig.tion to repair, replace,
maintlin, alter or modify the .I.i... pr..i... vr .ar plr'
\h".II, Ir Ifty plumbing, heating, Ilectricll, air-conditioning
or oth.r mechanical installation II .,wi,..ftt therein I~' 'h.
.IMe .hlll ~e 'he respansi8ili'y II the Teftlftt. Under no
circumstlnces .hall Landlord be obligated to repair, replace or
_Iintlin any pllte glass or door or window glass, frame. or
door coverl and Tenlnt .hlll It III ti.e. clrry in . reputlble
COmplny, full coverlge in.urlnce on III pllte gla.. in the
demi.ed premise. Ind .hlll CIUle pro.pt repllce~ent if Chipped,
cricked or broken, .Iid policy or a certificlte thereof shall
be deposited with L.ndlord and .hlll provide that it .hall not
b. clncelled or .edified for Iny rea.on without at leaHt twenty
(20) dlYI prior notic. thereof to Llndlord. Anything herlin to
tne contrary notwithstlnding, Iny work or Ilterltion made by
tenant to the roof, exterior walls or .ffecting the structural
integrity of the building of which the demiled premises Ire I
p.rt (even if with Llndlord'. con.ent) .hall relea.e and
di.charge the Landlord of and fro~ any duty Landlord may hive
to keep Ind ~Iintlin the .a~. in good ord.r and r.p.ir, and
Tenant Igrees to be .olely re'pon.ible for Ind therelfter to
replir Ind to ..intlin the roof, exterior wall. Ind the
structural Integrity of the building to or on which Tenant has
caused any work to be done or Ilteration made. No holes are to
be cut through the roof without Landlord'. prior written
con.ent. In the Ivent Iny hole. .re required to be cut in the
roof, Tenlnt will InV.g. L.ndlord'. rOOfing contr.ctor or any.
roofer approv.d by Llndlord'l bonding co.plny, to flalh and
Pitch .uch hol.. .0 I' to .Iintlin the validity of L&ndlord'.
roof bond .nd respon.ibility thereunder.
;~O~~da.~; Qft th: a~ovI lfltld ite.1 bl da.aald al a re.ult of Tenlnt'l nl.llalnce
t t ,IU 0 t e nlS iaence of any cUlto.ar of tlnant then tenant .hall
a enant I expenlw, rlpair and rlplacl Iuch damaaad ite.. '
ft
flit
which con.ent .hall not be unreasonably withheld provided such cost of Improvements
doe. not IIc..d the llIIOunt of one thou..nd ($1.000.) and such Igprov....'t. are condit
~ith the d..i.n .t.nd.rd. .et by the .hoppln. c.nt~r.
U'l'ICLI XU
TINANT'S RIGHT TO MAli ALTERATIONS
SECTION 1201.
t.nant .hall not ..k. any alt.ration., iaprov..ent. or
.dditiQn. to the d.ai..d pr..l.e. durlng the t.r. of thi. L.I..
or any .xt.n.ion or r.n.w.l th.r.of without fir.t obt.ining the
writt.n consent of L.ndlord. Ten.nt .hall not cut or drill
lnto, or ..cure .ny flxture, 'pPlr.tu. or .qu~pm.nt of any kind
to any part of the demi..d pr..i... without fir.t obt.ining the
t n. non ord All .It r.tion. ia rove..nt. .nd
. ton..a. y t.nant .. .for...id " r.m. n upon .
pr..i... .t the ..pir.tion or .arli.r t.r.in.tion of thi. L....
.nd .h.ll beco.e the property of L.ndlord, unl... L.ndlord
.h.ll, prior to the ..pir.tion or t.r.in.tion of thi. L....,
h.ve giv.n writt.n notice to Tenant to re.ove the ...., in
which .v.nt T.n.nt .h.ll re.ove .uch .It.r.tion., i.prove..nt.
.nd .ddition. .nd r..tor. the pre.i.e. to the .... good order
.nd condition in which it w.. .t the commencement of thi.
L..... Should Ten.nt f.il .0 to do, L.ndlord .,y do '0,
coll.cting, at L.ndlord'. option, the co.t and ..p.n.. th'L~of
fro. the tenant as addltional r.nt.
SECTION 1202.
with the exception of tenant's t.rade
fixtures
Tenlnt sh.ll .t .11 times ..intain fire insurance with
broad for. .11 rlsks ..tended cov.r.g. endor.ement insuring tn.
interest of L.ndlord, Agent .nd of ten.nt in co.p.ni.s
.cc.pt.ble to L.ndlord .t .11 time. .nd in .n amount .ccept.ble
to L.ndlord at .11 times a. .dequate to cover the full costs of
replacement of .11 such .lterltionsr .ddition.r i.provem.nts or
change. in the event of fir. or e.tended coverage losl. T~nlnt
.hlll deliver to the L.ndlord certificate. of .uch fire
insur.nee coverager .nd .uch policy .hlll contain. clause
re~uiring the insurer to give the Landlord twenty (20) dlY"
prior notice of c.ncellation. Tenant shall deliver to L.ndlord
new or renewll in.urance certificatel twenty (20) day. prior to
tec.in.tion or c.ncellation of the pcior policy.
ARTICLE XIII
AFFIRMATIVE COVENANTS OF TENANT
SECTION 1301.
Tenlnt .h.lll
(l) Comply with any and all current or futuce
require.ents of .ny of the constituted public authorities, Ind
with the terms of .ny St.t. oc rederll .tltut. or loc.l
ordinlnce or regulation .pplic.ble to Tenant or it. u.e or
occupancy of the de.l.ed pre.i..., and .ave Llndlord hlr.l...
from penalties, fines, costs, expenses or damagel resultin9
from failure to do 101
(ii) Give to L.ndlord pro.pt .ritten notic. of any
,ccident, fire or da.age occurin9 on or to the de.i.ed pre.i.e.,
(11 1) Load and unlold goodl at lueh U... inthe
are.. .nd througb lueb .ntr.nee ., al1 be delignated for .uch
purpo.e. by L.ndlord. Such tr.iler. or truckl .hall not be
per.itted to re..in p.cked, overnight, in .ny ar.. of Shopping
Center, whetber lo.ded or unloaded,
. 17 .
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"'TICLI XIV
NEGATIVE COVENANTS or TBNANT
'BCTION 1401.
Tenant .hall not do any of the fOllowing without the
prior Qonsent in writing of Landlordl
(1) u.. or operate any .achinery that, in Landlord'.
opinion, i. harmful to the building or di.turbing to other
tenant. in the building of which the demi.ed pre.ise. i. a
part, nor .hall Tenant u.e any loud .peaker., televi.ions,
phonograph., radios or other device' in a 8anner .0 a. to ~e
h.ard or .e.n out.id. of the de.i.ed pre.i.e., nor di.play
.erchandl.e on the .xt.rior of the de.i.ed pre.i... .ither for
.ale or for promptional purpo.e.,
(ii) Do or .uffer t~ be done, any act, .atter or
thing objectionable to the -ire insurance cQmpanle. whereby the
fire i~surance or any other in.uranc. now in force or hereafter
to be placed on the demised pre.ises or any part thereof, or on
the building of which the demised pre.ises .ay be a part, shall
become void or suspended, or wher.by the sa.e .hall be rated as
a ~re hlzardou. ri.k than at the date when Tenant receive.
po.....ion her.under. In ea.e of a breach of this covenant, in
addition to all other re.edi.. of LandlQrd her.under, Tenant
agrees to pay to Landlord al additional rent any and all
increase or increases of prelliu.s on insurance carried by
Landlord on the de.iled pre.ises, the Shopping Center or any
part thereof, cau.ed in any way by the occupancy ot Tenant,
(iii) Attach any avnin9, antenna or other projection
to the root ~r the outside valls of the demised premises or the
building of which the demiled premise. are a part,
(iv) Conduct any auction, fire, bankruptcy, or
.elling-out ..le on or about the de.i.ed pre..i.e.,
(v) Be oP4n for bu.in.ss on any Sunday unle.. the
Mall i. opened and operated by Landlord,
(vi) If Tenant i. a corporation, mergft with another
entity or liquidate or di.solve, nor .hall control of said
corporation change or be affected by the transfer of .took
except by re..on of de.th of 1 Shareholder,
(vii) Ixeoute or deliver Iny .ecurity intere.t in Iny
trade fixtures or other property placed Upoll the demised
pre.is.. at any ti.e, and
(viii) Solicit busine.. or di.tribute any handbilll
or other adverti.in9 ..atter in the common area. of the Shopping
Center I
(ix) Oper5te unaer any name other than Tenant'. Trade
Na..e.
provided, howev.r. th.t L.ndlord h.r.by aBr.... upon vritt.n requ..t of Ten.nt
to .ubordin.te L.ndlord'. li.n in Ten.nt'. tr.de fixtur.. to perf.cted ..curit;
inter..t. of third p.rti.. th.r.in;
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. r.aov.d III oc lub.tantll1l1 III of '.n.nt'l pcopect, fco. the
d..l..d pce.l..., Landlocd .a" prior to the ..pication or
t.c.lnltion of the t.c. of thl. L...., without c.l.I.Ing '.nlnt
fco. Iny of Tenantl. obligation. pur,ulnt to thl. L....,
lncludln9, without 11.itatlon, T.nant'. obligat.ion. to c.pair
and r..tor. the d..i..d pre.i.e. and to pa, the full rent and
o,ther .u.. due hereunder, ia.diatel, .nter upon the dell1l.d
pr..l.8. and alter, cenov.tl .nd deoor.tl the .....
ARTICLE XVII
DAMAGE TO PREMISES
SECtION 1701.
If th. dl.i... pr,.i... .h.ll be da...g,d b, firl or
oth.r in.ur.d ca.u.lt" not due to '.nant'. n.tl1'8nc., but are
not therlb, r,nder.d unt.nantabl. in whole or n part, Landlord
.hall proaptly .t 1t. own ,xpen'l cau.. .uch d'lI.g. to b.
rep.ired, .nd the .inimulI .nnu.l rent .hall not be .b.ted. If
b, reason of an, .uch occurrlnce, the delli.ed prelli.e. .hall be
rendered untlnutable only in part, Llndlord .h.ll pro..p~.' y at
1t. own expense cause the d.llage to be rlp.1red, .nd the
ainillulI rent me.nwhile .h.ll be abated proportionately a. to
the portion of the demi.ed prellise. rendered untenantable. If
the demi.ed premis.. .hall be rlndered wholly untenant.ble by
re..on of .uch occurr.nce, the Landlord .hall prollptl, .t it.
own e.pen.. c.use .uch da.age to be repa1red, .nd the .inlllu.
rent lIeanwh1le Ihall be abat,d In whole, prov1ded, however,
th.t L.ndlord Ihall have the rightr to be exerciled by notic.
in writing d.livered to Tenant within .ixty (60) d.y. froll and
.fter .aid occurrence, to elect not to recon.truct the
destroyed prellises, .nd in .uch event thi. L.... .nd the
tenancy hereby created ahall cease a. of the date of .aiu
occurr.nce, the rent to be adjusted a. of .uch dat..
L.ndlord'. obligations h.reunder sh.ll ~6 limited t~ the
building .hell .nd work origin.lly done by Landlord at
Landlor d I. oos t. Tenant shal ~ properly Insure the demised premises against loss or
dam.ge by flre or other casualty for store con.tructlon perfonae~ by Landlord on
page ll-l4A. paragraph Z contained herein.
ARTICLE XVI1 I
INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE
SECTION 180. Unless caused by negHgence of Landlord, its agents. employees.
contractors and sub~contractors
Tenant will indellnif, Landlord .n~ .ave it har.le..
from and .glinst any .nd .11 clai.., action., dallage.,
liability and expen.e in oonnection with 10.. of life, per.on'l
injury and/or damage to property occurring In or about, or
ari.ing froll or out of, the demi.ed premi.e. and .dj.cent
sidew.lk. .nd loading pl.tfor.. or .reas or DCc..ioned Wholly
or in .rt b .n act or omi..ion of Ten.nt, it. agent.,
contractor., cu.tomer. or e.p oye.. Ten.nt .hall keep in
force It its own ex?ense public liability insurance in
co.paniel at .11 time. acceptable to Landlord lufficient to
cover luch ind..nific.tion and na.ing a. in.ured. Landlord,
Agent .nd Tenant, land, upon requ..t, ,ny other party n..ed by
Landlord) and containing .n expre.. waiver of .ny right of
.ubrogatlon again.t L.ndlord .nd other n...d in.ured.
designated by L.ndlord, with .inimu. lillit. of rive Bundred
Thou.and Dollar. 1$500,000) on .ocount of per.on.l injurie. to
or death of one per.on, and One MHUon 00l1.n ($1,000,000) on
account of p.rlon.l injuri.. to or d.ath of lOre than one
prOVided th.t luch el.l. or 10" il not e.uI.d by th. nlgllg.ncl of thl Landlord,
. 22 .
"
~
..... .. ,.. ....,' .t ..y ... ...,60.' .' ,""".,, ... ,I.'
t...... ........ 0011'" ",'00.0001 on ......, .t ...... CO
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!o,l.I....t ..... I......... .' .." It I."" ".. ..t. .1"
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ShOppin9 center at .n~ time.
~~nCLI XIX
~~IV&~ Or CLAIMS
..-,(11 "". ",.., I" 1M ...u..." .1 .."".. ,.. ....... ...,.,...,
~. eonttaetora and .ab_~ontr.etora.
L.."." ... L...,.r'" ....,.. ..,'.'.......
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, .. .., .r ...... ,. ...oon .. ,...."y ...,.... y
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,.." ",,' ... I'"'' ....."... .. .00" ,I.' .. .. .... ...
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I.cl"'o" ..' no' ,1,lt.. to .... cl.I" I.r ...... ,...,,10'
1.00 ,'1 .,y ..I.ct 10.' 1.11." .1 ,1'ob'''' ...".. ..
.1......1'.00... ........,. ."C"'c ...... .. 1""""'.'
.... .ot. .. ,.. ".... ...,,,. ,,11\'" .' .. ".. ,.11 ..y
...1....' .. ."..t..".... .....10. .., .1 ..,.." \1111 t.'
....,.... ...,\.. or ,,'0'" .1 ..y "0" .....'.0.. ..,..
clo..t. ...,. ,I'" ...'0 .' .oy ot..' ,I" 01 t.oo I.. ,,,0 ..
.....t ..c. ..".... .r ,ro.,.... \'.1 ,.. ....,.. ., .1 "y
..." ,I" .r ........." ,.1 ,.. ....,. 01 .,.., .. bO' ..""
,.11 .. ,... ..... or ... ",I" .... .1 .0: '0' tOr .... ,.. 1.01
.1 .., .,..r ,1'.' .... o. 0'" ..c. ..1,"0' .. ,...1'" .1
0..... "" ,.111 t" to"'" 01 ,.y "',,,,, """' .. · "cco,
\.,"1 "00" .1..., ." .,., .,y .., o. 00,..'0' 01 '0,"0""
01 ot... ooc...ot. o' ..,. .."""" 01 01 ,'jo..I.. o.
contl9UoUI property or ouil4inQI.
SE',cr10N 190'1.
" ,.. ...., ,.. ...1... ....,... o' "" '0,"0" ...
....... o. ","Oy" ., I'" o. .t'" lo..r.' .....,t,. ,..
II."" II .oy. 01 .,t... ...,y ....'0 ",'0" ,.. ot." .".
......, '0 ..c. ...... 01 ...".C,.OO ... ..,..., ... .11
..,..,.' 01 I'" '0'/0' ....0... cO'."'. 0' ot'.' ,.....oc,
cO...lo, ,.. ...,.., ,...,... o' ". coo,.o,. ..." '00,.'0 ·
cl"" o. ...0'....0' "0.""0' '0 ....,.... ,.., ,.. .o....oc.
..." 00' .. ,r.jod"" .1 ,.. .o..r." .... ..,... t.' .1."
01 "cOO'I' 1.00 ..y ,...0. o' ..,'0" ,.101 '0 ,.. ,.t' .00
time of loll or 4.m,qer if any.
~"'1'lCLt Xl
'1'l',M)E rU:ru1\ES
'torefront e11n .nd otber 1t'"
a" ,.... I..'.... '0""'.' by "0'" 10 ,,. ,.....
,,,,.... ..... ,. ... o. ......,,'y ,"00.,,"00.' ... ...... .M ...-'
...,.....,y 01 "0'" ... ..."" .......,. ., ,.. ..,..."00
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S&C'rlON 200 l.
.. ~3 ..
~
~
-..t.n.lon th.r.of, provided t.n.nt .h.ll not .t luch tl.. b. in
def.ult und.r .ny cov.nant or .gr....nt cont.in.d in thi.
L....' .nd rrovldtd furth.r, th.t in the .v.nt of .uch r.~v.l
t.n.nt .h.l pro.ptly r..tor. the pr..i... to th.ir original
ord.r and condition. Any .uch tr.d. fixtur.. not r..ov.d .t or
prior to .uch t.r.ination Ih.ll b. and b.co~. the prop.rty of
Landlord, All i.provo..nt. .nd fixtur.. in.t.ll.d by T.n.nt
oth.r th.n tr.d. fixtur.. including but not li.it.d to,
.. ng .qu plen, 9 n9 fixtur.., .ir-conditioning
equip.ent, .tor. front, ceiling, wall tr.at.ent, floor
cov.ring, pluabing and .lect.ic.l .y.t.m. .nd fixtur.., whether
or ROt in.t.lled by Tenant, .h.ll not be reaov.ble .t or before
the .xpir.tion or 'Irlier t.rmin.tion of thi. L.I.. or at the
..pirltion of .ny ren.w.l or ..ten.ion th.r.ofr .nd .hlll
beco.e the property of Landlord without Iny compen.ation
th.r.for to T.n.nt.
.torefront lian .nd other it....
ARTICLE XXI
ASSIGNING, MORTGAGING, SUBLETTING
SECTION 2101.
Tenant shill not assign, mortgage, pledge or encumber
this Lease, in whole or in part, or .ublet the whole or .ny
part of the demi.ed premise., or perlit the u.e of the whole or
.ny p.rt of the de.ised premise. by .ny lic.n.e. or
concessionaire, without first obtlining the writt.n consent 'of
L.ndlord. This prOhibition .hlll b. construed to include a
prohibition ag.inst Iny Issignment or subletting by operation
of llw. In the .vent of Iny luch assign.ent, .ubletting,
licensing Or gr.nting or . conc.s.ion, aade with the written
consent of the Landlord I' aforeslid, Tenant will nev.rtheless
remlin liable for the p.rf~r.ance of III the terms, conditions,
Ind covenants of this Leise. Any pefmitted I.signment or
subletting shill be by agreement in fora and content Icc.ptlble
to Llndlord. If Tenant i. . corporltion, .nd if control
thereof or of it. parent changes It Iny time during the term
h.r,of, Landlord, .t ita option, alY, by giving .ixty (60) days
prior writt.n notic. to Tenant, d.clar. such chang. . br.ach of
this L..... Landlord h.reby consents to the .ssignm.nt of this
Lease or the .ubl.tting of the deai..d pr.mis'l to I wholly
owned sub.idilry of Tenant, subject to the prOVisions above
respecting continued liability of Tenant and the fora and
substance of the agreem.nt. If any assignment or subletting
involv.s a chAnge of use, Landlord may condition it. approval,
inter !!i!, upon a revision of the percentage rent rste as .ay
be .ppropriat. for such different u...
ARTICLE XXII
SUBORDINATION
SECTION 2201.
This L.a.e, upon request by Landlord, shall b.
automltically subj.ct and aubordinat. to Iny and sll
non-occup.ncy 1....., mort9agts or de.ds of trust (col~ectively
called 'Mortgag..-) now or her,in.ft.r plac.d upon the Shopping
Cent.r, or .ny part th.reof, and to .11 future ~ific.tion.,
con.o1id.tion., r.place.ent., ext.ensions Ind renew.l. of, .nd
.11 ..end.ent. .nd .upple..nts to .aid Mortgag.s.
Notwithlt.ndlng luch subordin.tion, II .fore.aid, thi. L....,
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except .. otherwi.e herein.fter provided, .hall not termin.te
or be div'lted by foreclolure or other def.ult proceeding.
under I.id ~ort9.g.. or oblig.tion. lecur.d th.r.by, .nd ~.n.nt
,h.ll .ttorn to .nd r.cogni.. the L..lor, Mortgag.., Trult.. or
the purcha.er .t the for.clo.ur. ..1. in the .v.nt of auch
for.clo.ur. or oth.r d.f.ult proc..ding, ., T.n.nt'e L.ndlord
for the b.l.nce of the ter. of thi. L...., .ubj.ct to .11 of
the ter.. .nd provi.ion. her.of. Such ~e'.ot, Mortg.gee or the
purch...r .t ..id for.clo.ur. ,.1. .h.ll not b.,
(i)
(ii)
Li.ble for .ny .ct or omi..ion of L.ndlord,
Subj.ct to any off..t. or d.f.nl.. which Ten.nt
might h.ve .g.inst L.ndlord,
Bound by any r.nt or .ddition.l rent which T.n.nt
.,y have paid to Landlord for more th.n the
current .onth, and
(iv) Bound by any amendment or .odif.ication of this
Leas. .ade without it. con.ent.
(iii)
SECTION 2202.
Notwithstanding the attornment ~9reements hereinabove
set forth, the beneficiary of any such .ttornment .greements
..y elect to decl.re said attornment provt.ions to be null .nd
void .nd of no force .nd eff.ct.
SECTION 2203.
Tenant agrees to execute, acknowledge and deliver any
and all documents required to effectu.te the provisions of this
Article XI'
SECTION 2204.
Tenant agrees to give any such Lessors, Mortgagees
and/or trust deed holders by registered mail a copy of any
notice of def.ult .erv.d upon the L.ndlord, provided th.t prior
to .uch notic., Ten.nt h.. been notified in writing (by w.y of
Notice of Assignment of Rent. and Le...., or otherwile) of the
address of luch Lelsers, Mortgagee. and/or trust deed holders.
Tenant further agrees that if Landlord shall h.ve failed to
cure such default within the time provided for in this Lease,
then such Lessors, Mortgagees and/or trust deed holders shall
have an additional 60 days within which to cure such default or
if such default cannot be cured within that time, then such
additional time as ..y be n.cessary to cure such detault
(inCluding, but not limited to, commencement of foreclosure or
default proceedings, if necessary, to effect such cure) in
which event this Lease shall not be t.rminated while such
r.medie. are b.ing eo dilig.ntly pur.ued.
SECTION 2205.
In the event that Landlord, any mortgagee or proposed
mortgage. of the Shopping Cent.r of which the d..ieed pre.iles
are a part, or any govern~ental or qua'lMgov.rn.ental body
cont.mplating the i.luance of or having ilsued Obligation. with
re.pect to the Shopping C.nter of which the d..i.ed pr.mi.e.
.re a part or 'ny part ther,of (the -Authority.), or .ny of
their r'spective couns.l, .h.ll d.e. Ten.nt to be . 'principal
uler' (within the ..aning of S.ction I03(b) (6) of the Int.rnal
Rev.nu. Cod. of 1'54, .1 "ended (tbe -Cod.-)) of .n1 facilit1
. 25 .
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with re.pect to wh~ch the Authority shall authorize the
issuance or or shall have i.sued obligations intended to
qualiry ~hder said Section l03Cbl C61 or the Code, Tenant ehall
provide, upon written request of Landlord from time to time Cil
. statement or capital expenditures made by Tenant and related
persons Cas defined in Section l03(bl C61 (CI of the Codel in the
county or incorporated municipality in which the demised
premises are located during the period beginning three C31
y.ars before the date of issue of the Obligation of the
Authority, and (ii) supplemental statements of capital
expenditures during the period ending three (31 yeare after the
date of such issue. Such statements of capital expenditures by
Tenant shall be made in a manner complying with the regulations
promulgated under Section 103 of the Code (which regulations
currently require, inter alia, the listing of dates and amounts
of each capital. expenditure)"and shall also, where required by
such regUlations, be filed with or submitted to the Internal
Revenue Service and/or the Authority.
ARTICLE XXI 11
OFFSET STATEMENT
SECTION 2301.
Within ten (10) days after request therefor by
Landlord, or in the event that upon any sale, assignment, lease
or hypothecation of the leased premises and/or the land
thereunder by Landlord, an offset statement shall be required
from Tenant, Tenant agrees to deliver in recordable form a '
certificate to ar.y proposed Mortgagee, Lessor or purchaser, or
to to the Landloro, certifying (if such be the easel that this
Lease is in full force and effect and there are no defenses or
offsets thereto, or stating those claimed by Tenant.
ARTICLE XXIV
TRANSFER BY LANDLORD
SECTION 2401.
The term 'Landlordw as used in this Lease means the
Owner, only for the time being, of fee title or a leasehold
estate in and to the demised premises. So long as all sums
held in escrow by Landlord are paid over to any transferee of
said premises or assignee of said leasehold estate, Landlord
shall be and is hereby relieved of all covenants and
obligations of Landlord hereunder after the date of transfer Gf
said demised premises or assignment of said le~sehold estate,
as the case may be, and it shall be construed without further
agreement between the parties that the transfer.ee has assumed
and agreed to oarry out any and all oovenants and obligations
of Landlord hereunder from the date of such transfer.
ARTICLE XXV
CONDEMNATION
SECTION 2501.
Tenant hereby waives II to Landlord and the condemning
authority any aWlrd or damage or claim therefor for loss or
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~...g. to T.n.nt A' the r..ult of the .I.rel.. of the pow.r of
e.ln.nt do..in of .ny gov.rn.ent.l body, wheth.r .uch 10.. or
d...Ag. n.ult. h~ ,cond.llIn.tlon of put or 111 of the d.. lied
pr..i... or .ny ~)()rtlon of the p.rk!ng .r.. or ..rvlo.
.ntr.no.. and .xAt.. Should .ny pow.r of ..In.nt d08.in be
.I.roi.ed .ft.t Tenant i. In po.....ion, luch .x.rci.. .hall
not void or h:p.ir thh Agr.....nt unlll. the .mount of the
d..h.d .prtlllh.. 80 t.k.n i. .uch .. .to .ub.tanUaUy Imp.ir
the u..fuln.,. of the d.ml.ed pr..I... for the purpo.e for
which the .am. .re her.by d.mi..d In which .v.nt .Ith.r party
.IY c.ne.l thi. L.... by notlc. to the oth.r within .Ixty (60)
dlY' Ift.r po.....lon i. tlken Ind the r.ntal h.r.ln provided
.h.ll .blt. (proportlon.t.ly or .ntirtly, a. the eaDe m.y b.)
.1 of the date pel.....ion 11 taken by the condemning author ity.
ARTICLE XXVI
FINANCING STATEMENT
SECTION 2601.
Subject to the provilo .t the end of Section 1401 (vii).
Tenant .hall not ent.r Into, execute or deliv.r any
financing .greement thlt cln be con.idered I. . priority to any
l...e, mortgage or deed of tru.t upon the demised pre~ise. and,
in the .vent Tenant does 10 execute or deliv.r such financing
agreem.nt, .~ch action on the plrt of T.n.nt .h.ll b.
con.id.r.d . br..ch of the t.rlll. and conditione of this L....
.ntitling Landlord to such rem.di.s " Ir. provid.d for
herein. Tenant .gr.es th.t Landlord .hall hive In express
contractual U.n (in Iddition to any st.tutory lien) for the
performance of .11 of Tenant'. Obligations pursuant to thl,
L.as., upon all of the fixtur.., ~Ichinery, .quipment, goodsr
inventory and personllty which ar., or hereafter may be, ~lac.d
in or upon the delllised premises.
ARTICLE XXVII
SURRENDER AND HOLOING OVER
SECTION 2701.
Tenant, upon expir.tion or t.rmlnation of thl. Lease,
.ither by lapse of time or otherwise, .hall peaceably render to
L.ndlord the premis.. in broolll-clea~ condition .nd in good
rep.ir. In the ev.nt that Tenant shall fail to .urrender the'
pr.mi.es upon demand, Landlordr In addition to all other
remedi.. avail.bl. to It hereund.r, .hall hlv, the right to
r.eeive, a. liquidat.d d.m.g.. for III the time T.nant .h.ll .0
retain possession of the premises or Iny plrt thereof, an
amount .qu.l to twice the minimum and perc.ntag. r.nt .p.cifi.d
in thl. L.a.., .. applied to .uch period. If T.n.nt r.mains In
po.....ion of the premi.es with Landlord'. con.ent but without
a n.w L..s. r.duced to writing and duly '.Icuted, Ten.nt .hall
be ~eemed to be occupying the pre~ises ~s a tenant It will,
.ubJ.ct to all the covenant., conditions and agreementa of this
L...., except that the th.n current minimum annu.l rtnt .h.ll
be increased by 50' dUE lng .uch per iod lIut if . lease is executed within
thirty (30) days .uch penalty rent in ..ce.. of the rent agreed to in the 'new 1....
ahall b. rebated.
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ARTICLI XXVIII
NOTICES
.ICTION 2101.
Wh.r~v.r In thl. L.... It .h.ll b. requir.d or
p~raitted that notlc. or d...nd b. giv.n or ..rved by .ith.r
p.rty to thl. L.... to on. or the oth.r, .uch notic. or d.m.nd
.h.ll not b. dee.ed to have been duly given or .erv.d unl... In
vrtting .nd .ither p.r.on.lly deliv.r.d or iorward.d by
C.rtifi.d M.il, Return R.ceipt R.qu..t~d, po.t.g. pr.p.id,
.ddr....d .. follow't
fO THE LANDLORD ATI Suit. 2634
1700 Mark.t Street
'hil.d.lphia, 'enn.y1v.ni. 19103
'1'0 THE TENANT ATt
the .ddr... ..t forth in
Article I above.
Such .ddrt..e. .ay be changed fro. time t~ time by either p.rty
by .erving notice. as .bov. provided.
ARTICLE XXIX
PERlORMANCE OF TENANT'S COVENANTS
SECTION 2901.
Tenant shall perform .11 agr.ements herein expre.sed
on it. plrt to be performed, .nd will proaptly upon rec.ipt of
writt.n notic. of non-performlnc.. thereo' comply with the
r.quirement. of luch notice, and further, if T.nant .hall not
comply with .uch notice to the satilf.ction of Landlord within
forty-.ight (48) houri Ifter delivery thereof, (or if luch
compliance cannot reasonably be completed within forty-eignt
(48) hour., if Tenant Ihall not commence to comply within luch
period and ther..fter proceed to caapletion with due
diligence), Landlord .ay, .t itl option, do or c.use to b. done
.ny or .11 of the thing. Ipecified in I.id notice, .nd in .0
doing Landlord .hall have the right to cau.e it. .gent.,
employees and contractors to enter upon the demised premises
nd n IU h v t Ihall hav. no Uabil it to Tenant for any
lOll or damage resulting n any way rom .uch .ct on and
Tenant Ihall pay promptly upon demand Iny expense incurred by
Landlord in taking luch .ction, any luch sum to be cullectible
from Tenant .. .dditional rent hereunder.
unless suc~ loss <:If ~ar.:ag'! Is caused by thp negligence of such parties.
ARTICLE XXX
EVENTS OF DEFAULT
SECTION 3001.
The occurrence of Iny of the fOllowing .h.ll
constitute .n .vent of d~fault b.reunde~1
(i) Failure of Tenant to co..enc. bu. in... within the
time period .p.cltied by Article III her.of,
(Ii) Di.continuance by Ten.nt of the conduct of it.
bu.in... in the d..i..d pr..i...,
. 28 .
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(Hi) The fll1ng of . petition by or agdnat Tenant
for adjudication as a bankrupt or !n.olventr for it.
reorganization or for the appointment of a receiver or trustee
of Tenant'l property, an a.signment by T.nant for the benefit
of creditors, or the taking of poslel.ion of the property of.
Tenant by any governmental officer or agency pursuant to
Itatutory euthority for the dilsolutioo 'or liquidation of
Tenant,
(iv) Failure of Tenant to pay when due any
installment of rent hereunder or any other SUM herein required
to be paid by Tenant,
(v) Vacation or desertion of the demised premises or
permitting the .ame to be empty and unoccupiedl
(vi) Tenant's removal or attempt to remove, or
manifesting an intention to remove Tenant's goods or property
from or out of the demised premises otherwise than in the
ordinary and usual course of business without having first paid
and satisfied Landlord for all rent which may become due during
the entire term of this Lea~el
(vii) Tenant's failure to perform any other covenant
or condition of this Lease within twenty (20) days after
written notice and demand, unless the failure io of such a
character as to require More than twenty (20) days to cure, in
which event Tenant's failure to proceed diligently to cure such
failure shall constitute an event of defaultl and
(v ii i) Failure of Tenant to comply wi th Section 2701
hereof.
ARTICLE XXXI
RIGHTS OF LANDLORD UPON DEFAULT BY TENANT
SECTION 3101.
In the event of occurrence of an event of. default
hereunder I
(i) The whole rent for the balance of the ter.m of
this Lease, as hereinafter computed, or any part thereof, at
the option of the Landlord, shall immediately, without act or
notice, become due and payable as if by the terms of this Lease
the same were payable in advance, and
(ii) Landlord may immediately proceed to distrain,
collect or bring action for the whole rent or auch part thereof
aa aforesaid, as being rent in arreara, or may enter judgment
therefor in an aMicable action as herein elsewhere provided for
in caae of rent in arrears, or may file a Proof of Claim in any
bankruptcy or insolvency proceedings for .uch rent, or Landlord
may institute any other proceedings, whether similar to the
foregoing or not, to enforce payment thereof,
SECTION 3102.
Rent for each year for the balance of the term after
the happening of any event of default for the purpose of
computing the whole rent for the balance of the t.rm of this
L.... under S.ction 3101 and 3105 hereof .h.ll b. computed ..
.. 21 ..
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'.qu'l to the y.arly Iy.r.,. if the .ini.WI and pero.nt.,e r.nt
payablt bf Ttnant fur.uant to Articl. VI of thi. L.... for tht
li.t thr.. (3) full.... y..r. i...di.t.ly Pl.o.din, ..id
.ytnt of d.fault, p1u. (the fOllovin, h.rein r.ferr.d to ..
-Added Charg..-) 'l'.,lant '. .hare of r.al ..tat. t...., due. to
the M.roh.nt." A..oci.tion, in.ur.nce char,.. .nd oo.t. of
op.r.tion of the 'hopping C.nt.r .nd ..int.nanc. of the ooamon
.re.. .nd faoiliti.., p.y.bl. for the current applic.ble year.
If the a~uht of Add.d Ch.rg.. for the current .pplic.blt y..r
ar. not th.n .v.il.bl., th.n Ten.nt'. .hare of Added Charge.
p.y.ble for the pr.cedin, ye.r ahall be u..d in the co.putation
of .nnu.l rent. If 1... th.n three (3) full 1.... y..r. hIve
pr.o.ded the occurr.nc. of ..id .y.nt of dtfault, theft the
annu.l ayer.,e of aini.u. .nd p.rcent.g. rent.l ther.tofor.
r.quired to b. paid by Tenant .h.ll b. ua.d in the co.put.tion
of .nnua,\ rent.
SBCTION 3103.
eon.i.t.nat vith dUI proce.. of l.v
A. lon, as the vhol. r.nt or any p.rt thereof ..
o .aid ..ains unpaid, the Landlord .ay, at any tiae
r.-enter and re-po.ses. the de.i..d pr.lis.. and any
pirt thereot Ind atte.pt to relot .11 or .ny plrt of .uch
de.i.ed premises for the account of Tenant tor .uch rent Ind
upon .uch terms Ind to luch perlunl, fir.1 or corporatione and
for .uch period or pe:iodl II Landlordr in it. loleldiscretion,
Ih.ll deter.ine, including the teea be:/ond the 'terlinltion of
thi. Lela., .nd Llndlord Ihall not be r.quir.d to accept Iny
t.nant offered by Tenlnt or obl.ry. .ny inltruction ,iven by
T.nlnt Ibout luch reletting, or do Iny .ct or e..rcile .ny c.re
of diligence vith r.spect to .uch r.l.ttin, or to the
.iti,ltion of da..,es. ror the purpoI' of luch relettin"
L.ndlord .ay decorlte or .ak. repair., chlng.l, Ilterltionl or
additionl ~n or to the demised pre.il.. to the extent deemed by
Llndlord de.lrlbl. or conv.ni.nt, Ind the COlt of .uch
d.corltion, r.plirl, changes, alterationl or additions .hlll be
chlrged to and be paYlble by Tenan~ II additional rent
h.reunder, as vell IS any relsonable brokerage Ind le,ll fe,s
elpend.d by Landlord, Ind Iny IU.. collected by Landlord from
Iny n.v t.nant obtained on account of the T.nlnt .hlll b.
cr.dit.d .,.in.t the bll.nc. of th.r.nt due h.r.und.r a.
.forellid.
SECTION 3104.
At Iny ti.e Ifter any event of default shall occur Ind
rlm.in uncurld, Llndlord, It its option, IIY s.rv. notic. upon
T.nlnt that this Lease and the then unelpirld tlrm her.of Ihall
CIlse and ..pir. and be co.. absolut.ly void on the d.te
.p.clfi.d in .uch notic., to b. not leiS than five (5) daYI
Ifter the date of such notice, and thereupon, and at the
expiration of the time limited in luch notice this L.... .nd
the t.ra h.reof ,r.nted, al well .1 .11 of the ri,ht, title .nd
int.r..t of the T.n.nt her.under, Ih.ll wholly c.... .nd ..pire
Ind b'c~e void in the .ame .anner .nd with the .... fore. and
effect (except II to Tenant'. liability) as if the date fixed
in .uch notic. were the date herein splcified for .Ipiration of
the t.r. of thi. L..s.. Th.reupon, T.nant Ih.ll i...diat.ly
~uit .nd .urr.nder to Landlord the d..lled pre.i..., includinv
any and .11 building. .nd i~prov..entl th.r.on, and L.ndlord '
..y .nt.r into .nd rlpoISI'. the d..is.d presi... by .u..ary
proceedin,., d.tlin.r, ej.ct.ent or oth.rwil" .nd reaov. .11
occup.nt. th.r.of .nd, at Landlord'. option, any prop.rty
thereon.wi UI".L b.l,,'I U.un {,V l,,(U"~.n~, 1'........4""61\ ..,
Aa.ag.. '~"...r.
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December 14, 1863, the Act of April 3r 1830 and/or the Act of
April 6, 1951, and agr"1 that in .ith.r or any .uch ca.. five
'(5) day.' notice shall b. suffici.nt. Without li_itation of or
by t~. for.qoing, the Tenant h.reby waive. any and all demands,
notices of intention and notices of action or proc.edings which
may be rtquired by law to b. giv.n or taken prior to any entry
or re-entry by summary proceedinglr ejectment or otherwisl, by
Landlord, except as hereinbefore expressly provided with
re.pect to the five (5) days' notice and provided further that
thi. shall not be construed as a waiv,r by Tenant of any
noticel to which this Lease expressly provides Tenant is
entitled.
SECTION 3108.
In the event of a termination of thil Lease, prior to
the date of expiration herein originally fixed, whether by
realon of service of a notice as provided her.in terminating
thi. Lease or by reason of entry or r.-entry, summary
proceedings, .jectment or other of law, Tenant her.by waives
all right to recover or regain possession of the demised
premises, to save forfeiture by payment of rent due or by ot~er
performance of the conditions, terms or provisions hereof, if
such termination occurred by reason of any failure in
perfor~ance hereof, and without limitation of or by the'
foregoing, Tenant waives a~l ri9ht to reinstate or redeem this
Lease notwithstanding any pr~vislons of any statute, law or
decision now or hereafter in force or effect, an~ Tenant wai~es
all right to an~' second or further tr ial in sUllll1luy
proceedings, ejectment or in any other action provided by any
statute or decision now or hereafter in force or effect.
SECTI"'N 310'3.
The words "entry" and "re-entry" as use~ in this Lease
shall not be deemed restricted to their technical l~al ~eanin9.
SECTION 3110.
either party aiter proper nut~ce
In the event of a breach or threatened breach by either part)'
~'Re~t of any of the agreements, conditions, covenants or ter~s
hereof i.qA'~C~ hall have the right of injunction to restrain
the lame an the right to invoke any remedy allowed by law or
in equity wh~ther or not other remedies, indemnity or
bursements are herein provided. The rights and remedies
given to Landlora in this Lease are distinct, separate and
cumulative remedies, and that no one of them whether or not
exercised by Landlord'lshal1 be deemed to be in exclusion of
any of the others.
and canant olt tenant
SECTION 3111.
If rent or any charges hereby r~served as rent, or
liquidated damages, or any other sum payable hereunder, shall
remain unpaid when the same ought to be paidr Tenant hereby
empowers any prothonotary or attorney of any court of record to
appear for Tenant In any and all actions which may be brought
for rent, liquidated damages or othe~ charges or expenses
agreed to be paid by Tenant hereunder and to 6ign for Tenant an
agree~ent for entering into any competent court and anicable
action or actionl for the recovery of Tent, liquidated damages
or other charge. or expenselr and in .aid luits or in said .
amicable action or actions to confesl judgment against Tenant
for all or any part of the rent including, at Landlord's
option, the rent for the entire unexpired bal.nce of the term
.. 32 ..
.
8
'of this L...., Qo.put.d ., afor...id, .nd any oth.r ch.r,."
p.y..nt., COlt. .nd e.p.n... r...rv.d a. rlnt or .,rI14 to be
p.id by thl Tln.nt, .. w.ll e. liquidated d'.',I', .nd for
int.r..t and co.t. tog.th.r with .n .ttornlY'. co.-i.. ion of
five (5') p.rc.nt th.r.of. Said .uthority .h.ll not bl
..hau.t.d by one I..rci.. th.r.of, but judgm.nt "y bl
confel..d I' afor...id fro. ti.. to ti.. Ind I' of tin I' .ny of
.aid rent or oth.r chlrg.. r...rv.d a. rent or liquidat.d
dlmlge. .h.ll f.ll due or b. in Irr..r., .nd .uch powlr. m.y b.
ex.rci.ed .. w.ll .ft.r the ..pir.tion of the orlgin.l t.rm or
during .ny .at.n.lon or r.n.w.l of this L.....
SECTION 3112.
In the .v.nt th.t, .nd when, the Le..e .hall be
determined by t.r., cov.nant, limitation or condition brok.n,
.. .for..aid, tith.r durin, the originll term of this L...., or
.ny .xt.n.ion th.reof, .nd al.o wh.n .nd .. .oon " the t.r.
h.r.by ~re.t.d, or .ny ..t.n.ion ther.of .h.ll have expir.d, it
.h.ll b. l.wful for .ny .ttorn.y .e .ttorn.y for Ten.nt to .ign
.n .gr....nt for 'ht.rin~ in any co.p.tent Court an ..iclble
.ction .nd judgment in .j.ct..nt, wlthov. .ny .t.y of execution
or .ppe.l .g.in.t Ten.nt .nd all p.r.on. Claiming under T.n.nt
for the recovlry by L.ndlord of po..ession of the herein
demi.ed prlmi..., without any lIability on the part of the said
.ttorn.y, for which thi. L.... .h.ll be . .ufficient warrant,
wher.upon, if Landlord .0 dl~ir.' . writ of pOlsession with
cl.u.e. for COlt. .ey i..u. forthwith without Iny prior writ or
proc..ding. what.o.v.r. If fQr Iny r.a.on after .uch let ion
ha. b.en commlnc.d the .am. .hlll be determined and the
po.se.aion of the pr.mi... her.by demised remain in or be
re.tored to Ten.nt, the Llndlord .hall have the right to any
,ub.equent def.ult or d.fault. to bring one or more further
.micabl. .ction. in the m.nnlr Ind form ~ereinbefort .et forth,
to recover po.....ion of .aid premise. fo~ such subsequent
def.ult. No .uch det.rmin.tlon of this Le.se nor taking, nor
recovering poR....ion of thl pr.mi.es .hall d.prive Landlord of
any remedies or .ction .g .q.in.t Tenant for rent or for
damage. due or to b.come dUI for the breach of .ny condition or
coven.nt h.r.in cont.in.d, nor .hall the bringing of any .uch
Iction for r.nt, or br.ach of covenant or condition nor the
re.ort to any other r..edy h.r.in ~rovided for the recovery of
rent or damag. for .uch bre.ch b. con.trued a. a waiver of the
right to in.i.t upon the forf.itur. and to obtain po.session in
the m.nner herein provid.d.
SECTION 3113.
In any ..icabl. action of .jectment or for rent in
arre.r'r Llndlord .h.ll fir.t c.u.. to be filed in .uch .ction
an .ffid.vit .ade by it or .omeone .cting for it setting forth
the f.ct. n.c....ry to authoriae the .ntry of judgment, of
whiQh facti .uch .ffid.vit .hall b. conclusive evidence, and if
a true copy of thi. Le... be filed in .uch action, it .hall not
be n.c....ry to fi~. the original a. . ~arrant of .ttorney, .ny
fule of COUft cUltom or practice to the contrary
notwith.tanding.
"8rI~1 1114.
by or in any court or Magi.trat. by vi
attorn.y cont.ined in ,oth.rwis.,
and 'I a e an Ipp.al. c.rtiorarl,
wert of
.hall b. final,
writ of error,
. 33 .
~
fit
.
r.l..... to L.ndlord .nd to any .nd all .ttorney. who
app..r for T.n.nt .11 .rror. in the .aid proc.edin ·
.xpr,,'ly waiv.. the b.ne,it. of law, now or ft.r
forc., ex.mpting .ny goode on the d.mis.d .is.., or
.l.ewher. fro. di.traint, l.vy or sal any l.gal proc..dings
taken by the Landlord to .nforc. right. und.r this L.....
T.nant'furth.r waiv., the ri 0 d.lay ex.cution on .ny r..l
.stat. that .ay b. l.vied on to coll.ct any amount which m.y
b.come due under the ms .nd conditions of this L...., .nd
do.s her.by w.iv y right to have thft 81m. apprai.ed .nd
authoria.s t rothonotary to .nt.r a Writ of Ex.cution or
oth.r pr I upon T.nant's voluntary waiv.r, and furth.r
.gr. hat the said re.l ..tate may be sold on a Writ of
SECTION 3115.
Landlord sh.ll have the right to apply any payments
.'d' by Tenant to the s.tisfaction of .ny debt or obligation of
Tenant to Landlord .ccording to L.ndlord's .01. di.cretion and
r.g.rdless of the instructions of T.nant as to application of
any such sum, whether sue.. instructions be endorsed upon
Tenant's check or otherwite, unless otherwlse agreed by the
parties in writing whlch makes sp.cific reference to this
Section 3115. The acceptance by Landlord of . check or checks
drawn by other than Tenlnt shall not in Iny wlY affect T.nant's
liability hereunder, nor shall such acceptance be de.med an
.pproval of any .ubletting or .ssignment of this Le.se by
Ten.nt.
ARTICLE XXXII
CllSTOM AND USAGE
SECTION 3201.
Any l.w, usage or custom to the contrary
notwlthstanding, Llndlord shall have the right .t all times to
enforce the covenlnts .nd condition. of this Leise in strict
accordance with the term. h.reof and notwithstanding .ny
conduct or custom on the part of the Landlord in refr.ining
from so doing at any time or times. The failure of Landlord at
Iny time or times to enforce its right. under .Iid cov.n.nts
and provlsions .trlctly in .ccordanc. with the slm. .hall not
be construed as hiving created a custom in any way or mlnner
contrary to speciflc terms, provisions Ind covenants of this
Leas. or as hiving modified or waived the same.
ARTICLE XXXI II
SUCCESSORS AND ASSIGNS, AGENT
SECTION 3301.
All rights, obligation. and li.blliti.s h.r.in, given
to, or imposed upon, the r..p.ctiv. parti.. h.r.to .h.ll .xt.nd
to and bind the s.v.r.l .nd r.sp.ctiv. h.ir., .x.cutor.,
.d~ini.tr.tor., Iucc...or., .uble..... .nd ...i9n. of .aid '
partl.., .ubj.ct to the provi.ion. of S.ction 2401, provid.d,
how.v.r, th.t the liability of L.ndlord her.under and .ny
.ucc...or ln int.r..t .nd titl. to Landlord'. l....hold e.t.t.
in .nd to the d..i..d pr.mia.. .h.ll be li.it.d to hi, or its
int.r..t 1n the Shopping Center, .nd no other .s.et. of the
. 34 .
",
'"
,
Landlord oth.r th.n hi. or it.int.r,.t in the Shopping Clnt.r
.hall be aff.cted by re.son of .ny li.bility which ..id
Landlord or sucCe.lor in int.r'lt m.y h.ve under thi. Lea...
If there .h.ll b. more th.n on. ten.nt, th.y .hll1 III be bound
jointly and .evlrally by the terms, cov.nants, and agreements
h.rein Ind the word "Ten.nt" .hall be deemed and taken to mean
elch Ind every Plr.on or plrty mentioned a. a Tenlnt herein, be
the lime on. or more, Ind if there chall b. mort than one
T.nant, Iny notic. requir.d or permitted by the t.rm. of this
L.... may be giv.n by or to anyone th.r.of and .hal1 h.ve the
..m. forc. .nd .ff.ct I~ It giv.n by or to all thereof. No
rights, howev.r, Ihall inure to the benefit of any alsignee of
T.nant unh.. the a..lgllm.nt to luoh III i9nll hili been approved
by Landlord in writing .. Ifore..id.
Kuvita Propertiu, Inc. it acting II Agent only In"
,h.llnot in any .v.nt b. h.ld li.ble to the Landlord or to
Tenant for the fUlfillm.nt or non-fulfillment of any of the
t.rm., coven.ntl or condition. of thi. Lea.e or for any action
or proce,dingl th.t mlY be tlken by Landlord Igainst Tenant, or
by Tenant aglinlt Llndlord Including, but not limited to, any
luch action Irillng out of, In connection with or in any manner
relating to, the p.rformanc. or non-performance by Agent or any
Ict purlu.nt to Llndlord'l direction. Any waiver of Landlord's
liability h.reunder, inClUding, but not limited to, any waiver
of lubrog.tion rights, .hall Ipply with equal force and effect
tel luch Ag.nt.
ARTICLE XXXIV
SCOPE AND INTERPRETATION OF THE AGREEMENT
SECTION HOl.
Thh L.... shall be considered to be the only
agr..ment between the parties hereto pertaining to the demised
premi..s. All negotiltions and oral agreements acceptable to
both parti'l Ire included herein. The laws of the Commonwellth
of P.nnr,'tvania shill govern the validity, interpretation,
p.rforman~e and enforcement of this Lease.
SECTION H02.
In the event that Iny law, decision, rule or
regulation of any governmental body having jurisdiction shill
have the .ffect of limiting for any period of time the amount
of rent or other charges plyable by Tenlnt to any amount less
thin that otherwise provided pursuant to this Lease, the
fOllowing amounts shill nevertheless be payable by Tenant: (a)
throughout such period of limitation, Tenant shall remain
lilble for the maximum amount of rent Ind other charges which
Ire l.gllly payable (without reglrd to Iny limitation to the
Imount ther.of expressed In this LeIse except that III amounts
pay.ble by rea.on of this Section 3402 shall not in the
aggregate exceed the total of III amounts which would otherwise
b, plYlble by Tenant pursuant to the terms ot this Lease for
the period of limitation), (b) It the termination of luch
period of limitation, Tenant shill pay to Landlord or Agent, a.
the clse may be, on demand but only to the extent legally
collectible by Landlord or Agent, any amounts which would have
b.en due from the Tenant during the period of limitation but
which wero not paid because of such limiting law, decision,
rule or regulation, Ind (c) for the remaining term of this
L.a.. fOllowing the period of limitati~n, Tenant shall PlY to
- 35 -
'.
\1;','
I:;XllIHIT ",-\"
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LANDLORD hl'rt'h)' r"MNVPS lhl' n~hl, al any Ilm~ and flom limp to tim." 10 lIIter. or otherwise modify
thl locallun, and:or diml'nslonl of all buildinll5, parking areas, service drives, entrillS. IKtla, malls, and
CJther flll'tllli... shown on thts EKhibil "A", 10 place In th.! mall.. ('nUlla, corridors, and other common
1II"U of Ih., Shol'plnll Cl'nll'r, lands"lIpinK, deroratlw l\I.'ms, and ItructUll'S end areu lor relail sales
.nd prunmtlunalll'llvltlel, IInd lu l'Onstrul'l, h'as.' , opl'ralP and mainlaln huildlnKI, sINeWr!'s, I/ld other
radlll'el nullhllwn (In Ihil ~:xhihll ",,", rrovldl'd, however, that Landlord Ihall not vtol.le any fighla
t'Kprollly rell'rved 10 Tt'nllllln thil Lt'lIIe, '
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STORr No, '4 ..
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.
EXHIBIT .B.
1. LANDLORD'S KORK
Except as otherwise provided in this Exhibit .8", Landlord,
at its own cost and expense, has constructed or will construct
the fol1owino, all of which are her.in collectively referred to
a. "Land10rdT. work.,
A. Building of Which Demised premises Shall Form a Part.
The building of which the demised premises forms a
part (herein referred to as the .Building") shall be constructed
(to the extent not now existing) in accordance with the
fOllowing criterial
1. Structure. The structural frame including
columns, beams, joist~ and roof will be, at Landlord's option,
of steel, concrete and such other non-combustible Inaterial as
may be specified by Landlord'. architect.
2. Roof. The roof will be of a bonded type
construction insulated to provide a "U. factor of 0.09.
3. Exterior Walls.
masonry, prefabricated panels
matexials as may be specified
The exterior walls will be of
or such other material or
by Landlord's architect.
4. Interior Faces. The exposed interior face of
exterior walls will be of masonry, wallboard or such other
material or materials as may be specified by Landlord's
architect.
B. Common Areas.
Landlord shall construct inside and outside the
Building certain Common Areas, limited to the followingl
1. Outside Common Areas. The Common Areas ouside the
Building will include t~rd surface and striped parking lots,
access roads, directional, parking and traffic signs, a storm
~Taina~e syqtpm, delivery areas, walks, light.ing, landscaping
and planting and such other areas, facilities and buildings, as
determined by Landlord, as are used in the maintenance and
operation of the Shopping Center.
2. Inside Common Areas. The Common Area inside the
Building will include an enclosed, heated and air-conditioned,
lighted and sprinklered mall with courts, lighted and
sprinklered service ftnd exit corridors, stairs or ramps and
such other facilities, as determined by Landlord, as are used
in the maintenance and operation of the Shopping Center.
C. Work Within Tenant's Space.
Landlord's Work with regard to the demised premises
shall be limited to the following (to the extent not now
existing):
1. Demising Walls. The demising walls or demising
studs which saparate the demised premises from other tenant
areas and Common Areas will extend from the finished floor to
the underside of the ~oof deck. Unless required by applicable
law to construct demising walls for fire corridors and emergency
8-1
"
f"t
.xlt. of unflnl.h.d .a.onry block, Landlord will furnl.h ..tal
'itud. on which T.nant .hall plac. d.al.lng wall. In acCordanc.
with Articl. II, S.ctlon I.
2. Ploor.. Th. floor. within the d..l..d pr.mi...
will be concr.t. with a trov.l.d fini.h in.tall.d .t .n
.l.vation .el.ct.d by Landlord. T.n.nt .~.ll "Y ~'A'l... ._.
.". 61 '1.1S '" .'\I.r. I.., II '1,.. .... t.. ....... Aa.t .ad
,r.~il.' a. r.l~~wr'.a'ft' f.r 'he lA.,.ll""ft I' 'hI 'l..r
~. If Tenant 'hall hive notlfi.d L.ndlord In writing at or
b.for. the execution of thl. Le.ae and if at .uch time the
concrete floor .lab ha. not been pour.d for the d..I..d
pr.ml.e.r and provided and .0 long a. the d.lay in pouring .uch
concrete floor .lab will not interf.re vith and/or del.y
completion of Landlord'. Work or anr portion thereof, the .l.b
vlll not be pour.d until the Tenant. contrlctor ha. complet.d
T.nant'. underground utility work. Aft.r the concr.t. flooe
.l.b i. poured, Landlord in no ev.nt .hlll be r..pon.ibl. tor
any .ub..qu.nt und.rground work or r,.ovll .nd/or r.pl.clng of
the concr.te floor .l.b. In the .vent Tenlnt d.... it
n.c....ry to remove .nd/or r.pllce .uch floor .l.b, .uch vurk
.h.ll be don. by Tenlnt .t T.nant'. own co.t .nd .xpen...
3. Door.. One hollow met.l ..rvice door with
dimensions of 3'0" by 7'0" will be provided .t the location
.hown In .nd In .ccordance vlth "Landlord'. De.ign Criteria"
(a. defined In Article III of this Exhibit '8'). Tenant, at
T.nant'. own co.t Ind expence, will provide Ind in.tlll .11
panic hardware, lock.et and cloler. No door will be provided
by Landlord in Iny .tor. which has I depth of 50 f.et or Ie..
or .n Irel of 1,200 .qulre f.et or 1....
4. Landlord'. Optlon.l Work. At it. option, Landlord
may provide at Tenant'. cost Ind .xpen.e I n.utral vertical
mate'rla~ I)etween tach .tore on the 111I11 .Ide of the demising
p.rtltlon, and/or I horizontal neutrll .trlp .. .hown on
L6ndlord'l Plan., above the .tor. front limiting the height
th.nof.
D. Utility Service. In De.I..d Pr..i....
1. Utility Line.. Llndlord, it. Igents, ..ploy...
and contrlctor., and any utility company vhich rurni.h..
utillti.. to the deml.ed preml.es and/or the Shopping C.nt.rr
.hall have the right to run utility line., pipes, conduit. or
duct work, where nece.s.ry or de.lrable, through ceiling .p.ce,
column 'plce or oth.r Plrt. of the d..i..d pr.mi... Ind to
r,pllrr alt.r, r.plac. or r.mov. the .am. In . .ann.r vhich
do.. not unr.l.onably Int.rf.re vith T.nlnt'. u.. of the
deml.ed pre~I....
2. Electric Service. Electric vlll be aVlllable for
the demi.ed pr.mi... .t Landlord'. bu. duct. .t a location
d..ignat.d by Llndlord pur.uant to the procedur.. ..t forth in
Landlordr. D..ign Crit.rll. Il.ctric ..rvic. char.ct.rl.tic.
will be 277/480 volt., 3 pha.., 4 wlr., 60 h.rta. Landlord
will provide between the demised premises and the closest
..rvlce corridor an empty conduit unl... the d..ia.d pr.mi.e.
.but a ..rvic. corridor, in which ca.. T.nlnt .hall provld. the
conduit. 'enant will provld. bua plug.'wltb fu..., the conduit
and f..der b..tv..n the bu. duct Ind the d..i..d fr..l"', .nd
ch.ck .tterlng within tb. d..i..d pre.l... Ind w 11 .at.nd
conduit witbin the d..i..d pr..l... to T.nant'. dl.trlbutlon 'f.t...
I-a
~
,,.,
Tenant's distribution facilities within the demised premi...
Ihall consist of III necessary switches, conductors,
trlnsformers Ind controls in ~ddition to Tenant's normal
lighting and power devices. The installation by Tenant of all
electrical facilities shall conform to Landlord'. Design
Criteria and to the National Electric Code, and meet the
requirements of the Landlord's fire underwriter and local
governmental authorities. All material and fixtures shall be
new and carry UL labels. Any existing electrical facilitie.
mUlt be changed to conform with the above requirements and
Landlord's Design Criteria to enable electricity to be provided
by Landlord.
3. Water Service. Landlord will provide a branch
water line, with shutoff valve, of not less than 3/4 inch to a
point in the demised premises designated by Landlord. Any
increase in the size of water s-.rvice required by Tenant which
necessitates a branch water line larger than such 3/4 inch line
will be furnished, at Tenant's expense, upon written request of
Tenant. Any existing water facilities must be changed to
conform with Landlord's Design Criteria to enable water to be
provided by Landlord.
4. Gas Service. Gas service will not be available.
5. Sanitary Sewer Service. Landlord will stub a
plugged 4" sanitary outlet, at floor level at a location
selected by the Landlord, to which Tenant will connect in
accordance with Landlord's D-.sign Criteria, notwithstanding
current facilities which may exist.
6. Sprinkler Main Service. Landlord will provide a
sprinkler bulk main with capped outlets to the demised premises
at a location determined by Landlord and sized to accommodate
sprinkler coverage required by Factory Mutual. Landlord will
deliver to Tenant a plan showing the bulk main and capped
outlet in the demised premises and Tenant will install all
piping and other sprinkler work, including feed main, cross
main, branch line, riser nipples, drop sprinklers and heads to
provide a complete sprinkler system in accordance with
Landlord's Design Criteria and sprinkler working drawings,
prtp~red by Tenant's contractor, and approved by PactQry Mvt~'l
and all authorities having juriSdiction.
7. Heating and Air Conditioning System. Landlord
will provide and install a medium pressure, constant
temperature air supply main at a location designated by
Landlord to sup~ly cooling and ventilation air for Tenant's
premises and, at Tenant's expense, a medium pressure, variable
air volume t.rminal complete with system powered thermostat for
variable air volume terminal control. The installation of all
ductwork, electric heating with controls, diffusers, return air
registers and other mechanical apparatus related thereto
required by Tenant's BVAC system shall be provided by Tenant,
at its cost and expenser and all such work shall be designed
and installed in accordance with Landlord's Design Criteria and
Landlord's HVAC Plan, notwithstanding current f3Ciliti.s which
may exist.
8. Telephone Service. Landlord will provide cent.ral
telephone locations as designated by Landlord. Tenant will
make its own arrangements with the telephone company for
telephone lerviee and will inltall a conduit from Landlord's
designated telephone location to the demised premisel a. may be
required, notwithstanding current facilities which may exist.
8-3
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II. TlNAN"S NOR.
p-Subject to the provl.lon of the ..cond par'araph on pa.. l-l\A
'Motwith.t.ndin9 the pr..ent facilities in the de.i.ed
pr.mi... .nd the pce..nt condition .nd .t.te of rep.ir of the
demi.ed pr.mi.es, .11 work .ot forth in this Article II .nd .11
other work not .pecific.lly do.ignated .. L.ndlord'. Work by
Articl. I which i. n.c....ry to compltte the demi.ed premi...
in .ccord.nce with T.nant'. ,in.l Pl.ns .nd L.ndlord'. De.i9n
Criteria and which i. n,c'lsary for the d.mi..d premi.e. to
confor. thereto .nd to all curr.nt requirement. of .11
90vernmental .uthoritie. h.vin9 juri.diction (includin9,
without liMit.tion, .mergency light., rtwiring, .1ar.. .nd
.xtingui.her.) .nd to be ready to open for bu.ine.. with the
public by the cOMm.ncem.nt dater in the manner ..t forth in the
L...., .hall be don. by T.nant at T.nant'. own co.t .nd .t
.xpense. All .uch work which i. not .p.cific.l1y de.iyn.t.d ..
L.ndlord'. Nork i. h.r.in collectiv.ly referred to.. Ten.nt'.
Work..
A. De.i..d premi..s.
The store shall be designed and installed in
accordance with Landlord's Design Crlteril, the requirements of
Landlord'. fire underwriter and the current requirements of any
9ov.rnmental authority having juri.diction over the proj.ct.
Tenant's store front .hall conform to the d.si9n crit.rl. as
.stablished by Landlord'. architect .nd s.t forth in Landlord's
D'llgn Criterla. Th. Itor. ,hall hav. a customer .ntranc. not
to exceed 10'0' in helght. Tenant shall not lnstall it.
finished ceiling above 11'0' in height. The d..ign, charact.r
and material. of the store front and all aspects of the design
and construction of the interior of the demised premis.s shall
be lubject to the approval of the Landlord. All expos~' .etal
fl.shing. doors, and trim are to be permanodic or ~uranodic
finish or equ~l ln standard. Open grilll are to meet the sam.
reouirements. A hard dry surface at the bottom 6' of the .tore
front construction Shall be provided by Tenant. This material
shall be non-absorbent (wood or other porous materials are not
acc.ptable). Th. .ign background and finish i. .ubj.ct to
Landlord's .pprov.1. Op.n grilll wid.r th.n 12' .re to be
Motorized. In the .vent the demis.d pr.mi.e. h.v. . .ide wall
.butting a mall entrance Of lide .all, Tenant shall tncorporate
into the desiqn of such wall one or .or. of (.) entrance to the
premises and (b) lee-through dilpl.y stor.front, and (c) Ihadow
box .erchandis. displ.y. Tenant .ay not install a ..zzanine
without Landlord'. .pproval. T.nant Ihal1 not .xc..d . floor
load capability of 200 poundl p.r .quare foot.
9. Sales Ar...
The floor .lab .hall be covered with floor fini.h
materiall .pproved by L.ndlord. Carpeting .h.l1 be fl..e
r..istant. Ceiling. .h.ll be con.tructed of 24. & 48' .cou.tic
tile, one (1) hour tire rlted, on exposed .et.1 T b.r grid
system or such other fire rated material al approved by
Landlord. D..ilin9 wall. .hall .xtend to the under.ide of the
roof deck .nd .b.ll be con.tructed of .heet rock in accord.nce
with applic.ble .t.t. and loc.l lawl .nd ordinance. and the
re9ul.tion. of L.nd10rd'. fire underwriter, but in no event
1,.. th.n S/8" Iheet rock t.ped .nd Ip.ck1ed. All ...onry
Willi .nd p.rtition. .hall be furred out ,hett fock, of tht
Ifore.lid thickne.., t.ped .nd ,plckled. tho'. p.rtition,
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dividing lalel aria from non-Ialll area which contain no
ceiling Ihall bl carried to the underside of roof deck on both
lidel. All concealed framing above ceilingl or lo~fltl Ihall
be made of ste~l Ituds or other fire retardant material. in
accordance with Landlord'. De.i9n Criteria. Certain .tore
frontl or ;ide corridor frontl a. Dhown on Landlord', rloor and
Structural plans may be designated by the applicable fire
marlhal1 ~, carry firl extinguilher cabinetl recelled into
their wall;. All "A" occupancy Tenantl (al d.fined by the
Pennsylva~la Depart.ent of Labor and Indultry) mUlt provide
partitions and ceilingl with two (2) hour fir. rating.
C. Stock Room, Service and Other Non-Sales Areal.
The concrete floor slab, if left exposedr mUlt be
sealed wi~~ a sealant approved by Landlord" architect. If the
~oncrete :loor slab is covered, the provisions relating to
floor fin:,h materiall for the sales area shall apply.
Perimeter ~,lls shall be of either exposed masonry or drywall
and taped. Rear walls shall be insulated in accordance with
Landlord's Design Criteria.
D. Toilet Rooms.
The floors shall have non-porous floor oovering over
the concrete floor slab. All walls and oeilings shall be of
drywall, taped and Ipackled.
E. Painting and Deoorating.
Exposed walls shall have a minimum two coat finish and
all wood paneling a minimum of one sealer coat. The walll and
ceiling of the toilet room shall have two coat semi-glOSS
enamel finish. The stock room and service areas may be left
unfinished.
r. Utility Work by Tenant.
1. Electrical. The installation by Tenant of all
electrical facilities shall oonform to .andlord's Design
Criteria (to the additional electrical information supplied by
Landlord to Tenant ~s set forth in t:.e ~lectrical load data
portion by Landlord's Design Criteria) and to the National
Electric Code, and meet the requir~ments of the Landlord'S fire
Underwriter and all other local, state or federal governmental
authorities. All material and fixtures shall be new and carry
UL labels. Any transformer necessary to reduce the voltage
supplied to levels acceptable for Tenant shall be provided by
Tenant at its expense. Circuits must include a time clock
controlling lig" and store front illumination and leparlte
circuits for night lighting Ind exit signl. Emergency lights
shall be provided by Tenant. Tenant shall provide a buzzer
call system at service door entrance or from a common corridor
entrance, II required by Landlord. Tenant's work drawings (as
referred to in Article III) shall indicate the circuits Showing
connectionl to Ilar., televilionr BVAC or other special
circuits.
, 2. Plumbing. Tenant shall install underslab drain
and soil lines to Landlord's soil line at the point of entry
selected by Landlord. Requirements greater than that provided
by Landlord must be shown on Tenant's working drawings and will
be made It Tenant's expense. Tenant Ihall be responsible for
the installation of a water meter to service water line
8-5
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inltalled br Landlord at & point designated by Landlord.
Tenant .hal provide a minimum of one close-coupled water
closet, one lavatory, and one electric hot water heater. All
of the aforesaid shall be in aocordance with Landlord's Design
.Criteria.
G. rire Protection.
All tenant spaces must oarry the approved fire
extinguishers required by governmental authoritie.. Tenant, at
Tenant's own cost and expense, shall wrap all oolumns within
the demised premises from the floor to the underside of the
roof deck with one hour fire rated materials. Tenant shall
install all sprinkler pipes, feed mains, oross mains, nipples,
drop heads, etc. from the capped outlets on Landlord's bulk
main.
d. Mechanical Systems.
Tenant shall design and, at its sole cost and expense,
install a complete air-conditioning distribution system. In
addition, Tenant maYr at its option, install an electric
heating system. Such systems shall be designed and installed
in accordance with Landlord's BVAC Plans and Landlord's Design
Criteria, at the location therefor specified on Landlord's HVAC
Plan. If Tenant is required to install a rooftop BVAC system,
Tenant will reimburse L.,~d1ord for providing additional rooftop
structural supports. Tenant shall provide an exhaust fan of
adequate capacity for each toilet room and such other
ventilating equipment as may be required. The design and
location of exhaust systems shall De approved by Lahdlord prior
to installation.
I. Signs.
All signs shall conform to the standards as set forth
in Exhibit .C..
J. Roof penetratic ,.
Tenant shall submit for approval of Landlord's
architect i~ the working drawing phase, drawings showing all
roof penetrations for special vents and equipment. All roof
openings, reinforcing, curb work and flaShing and repairs to
the roof required by Tenant's installations shall be performed
by Landlord's contractor, at Tenant's expense. Tenant .hal1
pay all costs for the opening of the roof and for any speoia1
vents required by Tenant.
It. Insurance.
1. All RiSk Insurance. In addition to, and not in
lieu of the other policies of insurance required by this Lease,
at all times during the periOd commencing with the start of
construction of Tenant's Work and terminating on the date of
the acceptance by Landlord of Tenant's Work as being completed
in accordance with the provisions of this Exhibit .8. (such
period is herein referred to as .Tenant's Construction
Period"), Tenant, at its own cost and expense, shall maintain
8~6
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in effect with a responsible insurance company approved by
Landlord, a policy of "All Risk" Builder's Risk Insurance in
the standard Pennsylvania form. Said insuronce shall cover the
full replacement value of all work done or to be done and all
. fixtures and ~quipment insta111ed or to be installed at the
demised premises by Tenant, without co-insurance and without
Iny deductible clause.
2. Workman's Compensation. At III times during
Tenant's Construction Periodr Tenant's contractors and
subcontrlctors shall mlintlin in effect Wor~mln's Compensltion
lnsurlnce IS required by the llws of the stlte in which the
Shopping Center is located.
3. Adjustment of Loss. Any loss occurring during
Tenant'. Construction Period shill be adjusted with Llnd10rd
Ind the proceed. shall be payable to Landlord, in trust, for
the purpose of repair or reconstruction. Repair and/or
reconstruotion of all or Iny portion of Tenant's Work damaged
or destroyed by any casualty oocurring during Tenant's
Conotruction Period shall be commenoed by Tenant as soon as
possible after such oasualtYI provided that if all or any
portion of Landlord'o Work is also damaged or destroyed by suoh
oasua1ty, Llnd10rd shall notify Tenant when repairs or
reoonstruction of Landlord's Work is substanthlly completed
Ind, within fifteen (lS) day. Ifter reoeipt of such notioe
Tenant ~ha11 diligently pursue such repair and/or construction
to completion.
4. Insurance Provisions. All policies of insurance,
exoept Workman's Compensation required to be clrried by the
provisions of Section K.2, shall contain the following
endorsements in substantially the following form:
""Notwithstanding anything to the contrary, it is 4greed that
c,ulP HILL SHOPP nw CEl/TER ASSOCIATES, IS Landlord, KRAVITZ PROPERTIES,
INC., as Landlord's Agent and Landlord's general contractor
(name to be supplied to Tenant), are hereby added as additional
insureds. It is understood and agreed that the insurance
afford..' by this pOlicy or policies for more than one named
insured shall not operate to increlse the companies' liability,
but otherwise Aha11 not operate to limit or void the coverage
of anyone named insured as respects claims against tne same
named insured by any other named insured or the employees of
such named insured. No cancellation or reduction of this
pOlicy shall be effective unless written notioe is given by
registered or certified mail, return receipt requested, to the-
Landlord with a copy to Agent, stating when luch cance111tion
or reduction in coverage shall be effective, (which, in no
event shall be less than twenty (20) days thereafter)." True
copies of each such po1ioy or certificates of insurance
eVidencing the same and containing such endorDements shall be
delivered to Landlord prior to the commencement of Tenant's
Work and shall thereafter be replaced in the event of the
expiration, lapse or cancellation of any such policy.
L. Miscellaneous and General Requirements.
1. Governmental Regulations. All of Tenantls Work
shall be done in accordance with the Tenant's Final P1ansr the
ourrent requirements of all applicable laws, ordinances,
regulations, codes and other requirements of governmental
authorities, with the regulations of Landlord's fire
underwriter and Landlord's Design Criteria. At any time ana
8-7
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fro. tl.. to tl.. during the p.rfor.anc. of T.nant'. Work,
tandlord, Agent, L.ndlord'. .rchlt.ct .nd/or Landlord'. g.ner.l
contractor Il'y Iflt.r upon the d...h.d pUllh.. and in.p.ot; the
work b.ing perfor..d by Ten.nt and take .u~h .t.p. " th.y .ay
d..1I n.c....ry or d..ir.bl. to ...ur. the proper p.rfor..nce by
T.nant of Ten.nt'. Nork and/or for the prot.ctlon of the
Bullding .nd/or .ny pre..l... .djac.nt to the d..i..d pr...l....
In .ddition, T.n.nt'. Work Ih.ll b, perfor..d ln . thoroughly
fir.t-Cl... .nd work...nllk. ..nn.r, .hall inoorporat, only n.w
.at.rlal. and .hall be ln good and us.ble condition at the d.te
of completion.
.'
2. L.ndlord'. Con..nt. Int.rpret.d. Any .pprov.l or
con.ent by Landlord or .ny or .11 of Ten.nt'. crlterla,
.y.t'II', plln., or drlwlng. .h.ll nelth.r con.tltut. an
",ullptlon of respon.ibility by L.ndlord for .ny ..p.ct of .uch
criteri., .y.t'.'r pl.n. or dr.wing. including, but not liMit.d
to, th.ir .ccuracy or .fficl.ncy noc obllg.t. L.ndlord ln any
..nner with respect to Ten.nt'. Work .nd T.n.nt ah.ll be .olely
re.pon.ible for any deficiency in .ny d..lgn or con.truction of
.11 portion. of T.nant'. Work for which Tenant 1. r..pon.lble.
3. Per.ita and reu. Landlord .hlll obtain and p,y for
all neceso.ry perllit. .nd .hall PlY III other fee. r.quir.d by
public luthorities or utility complnies with r..pect to
Tenlnt's Work, 'X'IP'
bul1ding permit. for Tenant'. Work,
pay the COlt of .uch perm
.'y deduct ro. 'Tenant'.
in en.nt .hall
n lord'. optionr Landlord
Allow.nc.- (.. d.fin.d in
4. Temporary Storlge Arels. No contractor or
.ubcontractor participating in Tenant's Work lIay use any space
within the Shopping Center for storage, handling Ind moving of
lIaterills Ind equipment and/or for the locltion of . field
office or facilitiel for the employees of .uch contractor and
,ubcontrlctor ~ith~~t obtaining Landlord'. prior written
approval for elch auch use. If any contractor and/or
subcontrlctor shall use any space in the Shopping Center for
any or all of the Iforesaid enumerated purpo.es or any oth.r
.illilar purpose without obtlining Landlord'. written .pprov.l
therefor, Landlord .h.ll hive the right to t.rllinat. .uch u..
and rellov, .11 of .uch contractor'. or .ubcontr.ctor'.
.aterial, equipment and other property fr~ .uch .pace, wit~out
Landlord being li.ble to T.nant and/or to .uch contr.ctor or
.ubcontr.ctor Ind the OOlt of such t.r.ination .nd/or r.mov.l
.hall be paid by Tenant to Landlord or Landlord, at it. option,
.ay deduct luch COlt fro. Tenant'. Allowanc..
5. Te.porary Store rront.. Te.porary .nclolur.
barricades and temporary lign. .hall b. con.tructed and
finilhed by Tenlnt in accordanoe with Landlord'. D..lgn
Crit.rla. I( T.nant'. .tor. will not b. open for bu.lne.. wlth
the publlo by the date the Shopplng C.nter il flr.t .0 open.d
and Tenant ha. not In. tilled I tempor.ry .tor. front e.
required by Landlord, Landlord Ah.ll lnat..ll it .t a co.t. to
Tenant of $50.00 I lineal foot.
6. Protection of Work. It .hall b. Tenant'.
re.pon.lbl1lty to Clu.e .ach of Tenant.t. contractor. .nd
lubcontractorl to ..1ntaln contlnuou. protection of .dj.cent
property and 1.prove.ent. agaln.t. da.ag, by r.a.on Of t.he
perfor.ancl of Tenant'. Work. Ilch contr.ct.or .nd
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.ubcontr.ctor shall properly protect Tenant'. Work with lights,
9u~rd rails and barricades and Ihall secure all parts ~f
Tenant'. Work against accident, storm .nd any other hazared.
7. Interference with others. Tenant's Work ShMll be
coordinated with all work being performed or to be performed by
Landlord and other occupant. of the Shopping Center to the end
that Ten.nt'.Work will not interfere with or delay the
completion of the suilding or any other construction within the
Shopping Center, and each .uch contractor and lubcontractor
shall comply with all procedures and regulations prescribed by
Landlord or its agents (inclUding, but not limited to, Agent)
for integration of Tenant'. Work with that to be performed in
connection with the construction of the Shopping Center.
8. Contractors. To the end that there shall be no
labor dispute which would interfere with the constructionr
completion or operation of the Shopping Center, or any part
thereof including, but not limited to, the demised premises,
Tenant agrees to engage the services of only such contractors
or subcontractors (for both Tenant's Work and any other work
which Tenant does, whether or not such work is permitted or
required pursuant to the Lease) as will work in harmony ana
without causing any labot dispute with each other, with
Landlord's contractors and subcontractoro and with the
contractors and subcontractors of all others working in or upon
the Shopping Center or any part thereof, and Tenant shall
employ and shall require its contractors and subcontr,~tors to
employ only such labor as will work in harmony and without
causing any labor dispute with all other labor. then working in
the Shopping Center or any part thereof including, but not
limited to, the demised premises. Furthermore, only thOSll
contractors and subcontractors as have been duly licensed by
the authority having juriSdiction over the appropriate
profession and which have been approved in writing by Landlora
(which approval will not be unreasonably withheld) may perform
any work (including, but not limited to, Tenant's Work) for
Tenant in or upon the demised premises.
9. Financial Requirements. Landlord may rc ~ire
Tenant, before entering on the demised premises to CO~Rence
Tenant's Work, to give Landlord proof satisfactory to Landlord
of Tenant's financial ability to conlplete and fully pay for
Tenant's Work prior to the commencement date or, in lieu
thereof, either to furnish to Landlord a bond in an amount
satIsfactory to Landlord written by a surety company acceptable
to Landlord guaranteeing the completion of Tenant's Work free
of any liens, or to deposit in escrow with Landlord (without
the obligation of Landlord to pay interest thereon) the
estimated sum required to oomplete Tenant's Work. If such a
deposit shall be made, upon the satisfactory completion of
Tenant's Work in accordance with the provisions of this Exhibit
"S" and the submission of proof that all bills in connection
therewith have ,been paidr Landlord shall release such funds
hom escrow. Landlord in its sole discretion r both as to the
extent and amount, may release portions of such escrow deposit
directly to Tenant or Tenant's contractors, subcontractors,
materialmen and/or suppliers to pay bills as Tenant's Work
progresses.
10.
partioipating
subcontractor
Guarantees. Each contractor and subcontractor
in Tenant's Work for which suoh oontractor or
is responsible, shall guarantee or warrant in
S-9
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.'Includlng, but not Ihll1ttd to,
the roof p.netr.tlon ch.rge, t
electric charge, wit
therefor I.
.uch
moval ch.rge .nd the
) day. .fter written de.and
.ndlord, If payment I. not .ade within
L.ndlord may off.et .11 .uch ~um. .g.ln.t
then
III, 'CONSTRUCTION PROCEDURES,
A. Landlord'. De.lgn Criteria.
Aft.r the .x.cutlon of the Le..., L.ndlord'. 'rchltect
will deliver to T.n.nt one (1) .c.le dr.wlng of the floor pl.n
of the deal.ed preml... (the L.ndlord'. ',loor Pl.n')
Indle.tlny' Int.r .11., d..I.lng partition., g.n.r.l
con.truet on, co1u;n-T.oc.tlon., VAV termln.l, ..nlt.ry outl.t,
d....tle w.t.r loc.tlon .nd .prlnkler bulk ..In, .nd on. (1)
copy of Landlord'. de.lgn crlt.rl. p.ckag. whiCh .h.ll include
Landlord'. crlt.ri. for d..lgn of the d.ml..d pr.ml.e"
pr.llmlnary pl.n'r RVAC plan. and crlterl., .l.ctrlc.l pl.n.
.nd .uch oth.r plan., crlt.rl., drawing. .nd Information ..
Lftndl~rd or L.ndlord'. Q:chlt.ct de... n.c....ry or
.ppropriat., All of the Ite.. included within .uch dellgn
criteria package are herein collectively referred to al
'Landlord'. Design Criteria',
I. Tenant'. Preliminary Pl.n.,
Within twenty (20) days aft.r receipt by Ten.nt of the
.bove, Tenant .ha11 submit for Landlord'. approv.l In s.pl.
form, complete .tor. front design plans, . .Ign plan, .
merchandising layout plan, Tenant'. estiNated h.ating/coollng
load calculation., RVAC drawing., plumbing drawing. and
.prlnkler drawings, all ,f which shall be In accordance with
the criteria set forth In Landlord's Floor Plan and Landlord's
De.1911 Criteria and .U of wllicll .rt COllectively referred to
.. 'Tenant'. Preliminary Plans',
C, L.ndlord'. R.view,
1, L.ndlord will r.vl.w .nd r.turn to T.n.nt T.n.nt'.
Pr.llminary Pl.n. .Ith.r .ark.d .pprov.d, ..rk.d to .how the
correction. required (in which .v.nt such marked-up Prell.lnary
Plans sh.1l b. dee.ed approved, .. .arked up) or give Tenant
written notice of disapproval of Tenant'. Preliminary Plan.
together with the realon. ther.for, In the .vent L.ndlord
gives Tenant notice of dlsapprov.l together with the rea.on.
therefor, Tenant .hall hay. tw.nty (20) day. from the date of
.uch notic. of disapproval by Landlord to .ubmit r.vi.ed
T.nant'. Pr.llminary Plan. lubj.ct to lubl.quent .arkup. .nd/or
di.approval. and oorr.ction. In the .annee ..t forth above,
provldedr however, if Ten.nt'. Preliminary Plans do not .e.t
Landlord'. approval aft.r the ..cond .ubml..lon, L.ndlord, .t
It. option to be ...rciled by written notice to Ten.nt, .,y
terminate this Le.se, which termination shall be effectlv. ..
of the d.te let forth in .uch written notice,
2. Ten.nt'. .Itl..ted be.tini-cooling load .h.ll be
lubject to L.ndlord'. .pprov.l .nd In tbe event L.ndlord Ihall
dl..pprove tbe ...., T.n.nt .h.ll revll' tb. .... until .ucb
.Itl..t.d h..tlng-coollng lo.d II .pprov.d by Landlord. Tenant
.hlll not chlnge It I eltl..t.d be.tlng-cooling lo.d onCe th_
.... h.. be.n approved by Landlord.
1-11
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.peelfleation. or any working ,drawing. within the required time
periods or fall. to or delays In sUbmitting or supplying
information or in giving authorizations or In performing or
oompleting Tenant's Work or in any manner delays or interferes
with thft performance of Landlord's Work, Landlord, in addition
,to any other right or remedy it may have under this Lease, at
law or in equity, may pursue anyone or more of the following
remedie.. '
1. Landlord may givI Tenant at least ten (101 day.'
written notice that if a specified failure, omi..ion "r delay
is not cured by the date theftin statedr thh Leue shall be
deemed cancelled and terminated. If luch notioe .hall be
complied with, thiB Lease ahall, on the date Itated in luch
notice, be cancelled and terminated without prejudice to
Landlord's other rights and remedies hereunder, and
2. After written notice of itl intention to do so,
Landlord may, at Tenant's cost and expense including, without
limitation, expense for such overtime as Landlord may deem
nece~sary, proceed with the completion of any such Preliminary
Plans and/or working drawings and/or Tenant'l Work, as the ca.,
may be, and such performance by Landlord Ihall have the same
effect hereunder as if the desired planl, specifications,
information, approval, authoriz~tion, work or other action by
Tenant had been done (but not paid for) as herein required, and
3. Landlord may require Tenant to pay to Landlord, as
additional rent hereunder, the cost to Landlord of completing
the demised premises in accordance with the terms of this Lease
over and above what would have been such cost had there been no
such failure, omission or delaYI and
4. In exercising any or all of the foregoing remedies
set forth in Section G.l, 1, 3 and 4 of this Article III,
Landlord shall be entitled to retain and hav, recourse to any
hond or escrow deposit provided by Tenant.
If any Tenant submission is rejected because of
failure of Tenant to reasonably conform to Landlord's Design
Criteria, Tenant shall pay upon demand the costs of additional
reviews by Landlord's arohitectl and engineers.
H. Completion of Tenant's Work.
Tenant shall complete Tenant's Work al quickly as
possible, but in no event later than the rental oommeneement
date.
I. Oooupanoy Permit.
Tenant shall secure an occupanoy permit from that
authority which has jurisdiction over the premisea in
sufficient ti.e to permit Tenant to open the premi.e. at the
rental commencement date.
J. Completion Date.
See Leaae Seotion 302,
K. Liens.
B~U'
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\'{,','
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Prior to commencing any of Tenant.s Work, Tenant shall
file or cause its contr.Actor to file in the appropriate office
a waiver of mechanic's lien binding upon such contractor and
all subcontractors and materialmen 'and shall thereafter pay all
contractors and materialmen so as to minimize the possibility
of a lien attaching to the demised premises or the Shopping
Center in connection with Tenant's Work. If a mechanic's lien
'is file1 against the demised premises or the Shopping Center,
in connection with Tenant's Work, Tenant agrees to bond against
or discharge such lien within ten (10) days after written
request by Landlord. If Tenant shall fail to cause such lien
to be bonded against or discharged within the time aforesaid,
then, in addition to any other right or remedy which Landlord
may fiave under this Lease, at law or in equity, Landlord may
(but shall not be obligated to) from and to the extent of any
escrow deposit theretofore deposited by Tenant with Landlord
and/or from any other source, discharge the same ~ither by
paying the amount claimed to be due or by procuring the
discharge of such lien by deposit or bonding proceedings, and,
in any such event, Landlord shall be entitled, if Landlord so
elects, to compel the prosecution of any action for the
foreclosure of such lien by the lienor with interest, costs and
expenses. In the event that Landlord elects to make any or all
such payments from and to the extent of funds other Lt.an the
aforesaid escrow deposit, Tenant shall reimburse Landlordr as
additional rent, upon demand, to the extent of such sums and
all CO&ts and expense incurred by Landlord in connection with
the removal of any such lien together with interest thereon at
the highest rate permitted by law, but in no event higher than
ten percent (10\) per annum from the respective dates of
Landlord making of the payment and incurring of the cost and
expense. In addition, Landlord, at its option, may treat
Tenant's failure to comply with the foregoing as an event of
default.
Notwithstanding anything in this lease to the contrary, Landlord
will engage the services of an architect mutually approved by Tenant and Landlord
to prepare design and construction plans for the construction of the store; Landlord
will engage the service of a general contractor mutually approved by Tenant and
Landlord to construct the store premises as per plans mutually approved by Tenant
and Landlord including storefront. perimeter walls and partitions consiltl,ng of
g.w.b. taped, spackled. and painted, toilet room consisting of fiKtures and
exhaust fan. floor. floor covering (carpet in sales area and dreSSing rooms and
VAT in stockroom and toilet room.) lay-in acoustical ceiling and/or gyp wallboard
ceiling. ceiling lighting fixtures, complete heating and cooling equipment inc1udina
thermostat controls. electric service to the premises and electric distribution.
sprinkler system including mains, laterals. drops and heads, and telephone wiring
ready for installation of telephone by tenant. Landlord will obtain all permits
and pay all fees for same regarding construction and tenant's occupancy of the
premises. Landlord's construction obligations shall not include lItorefront
identification sign. decorative lighting chandelier and decorative accel.orie.
which shall be the responsibility of the tenant.
, 8-14
A
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SIGN REGULATIONS AND
SPECIFICATIONS
EXHIBIT "C.
The purpose of these regulations is to encourage and
,develop creative and diversified signing for Tenant store. in
compliance with the following criteria which shall in any event
be limited by the provisions of Section 1501 and Exhibit B of
the Lease Agreement.
a. Wording of the signs shall be limited to Tenant'.
permitted store or trade name. Tenant's customary signature or
logo, hallmarkr insignia, or other trade identification will be
permitted only if in conformity with these sign regulations.
b. Signs shall consist of individual letters. Signs
of the flashing, blinking or animated type are not permitted.
Box type signs, when built into and an integral part of the
stote front design may be submitted for consideration.
c. The size of all signs shall be limited and shall
be in scale and harmony with the Shopping Center. The
lettering on Tenant's sign shall not exceed the following
limitationsl
(i) Height - 16" for letters with the exception
of the initial capital letters, if used, which may be 24",
depth - I" minimum, 4" maxiumum.
(ii) Area - No lettering shall be located within
two (2) f&et of any adjacent store or corridor, nor shall any
sign occupy more than seventy (70') percent of the store
frontage on the mall. The location of the lettering within the
permitted sign area shall be such as to present an orderly
appearance of all of the signs of all the Tenants in the mall,
taken as a composite or pancrama of signs.
d. Printed signs on storefronts or show windows are
prohibited with the exception of small-scale signs which are
neatly lettered on the glass of the st~refront or logos on door
handles.
e. Subject to compliance with all applicable code
requirements, public safety decals or art work on glass in
minimum sizes may be used.
f. Paper signs, stickers, banners or flags may not be
used by Tenant.
g. An exterior sign (one located on the outside of
Tenant's real wall) shall be permitted only in the case of
those tenants authorized by Landlord to have a direct rear
customer entrance from 'the parking area, and shall be subject
to Landlord's sole discretion as to design, size and location.
h. No exposed raceways, ballast boxes or electrical
transformers will be permitted.
i. Si9n company names or stamps shall be concealed
(applicable ordinancGs and codes permitting).
j. No exposed sign illumination and no flood lighting
of signs or storefronts shall be permitted.
C~l
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k. No perm4n~nt. or temporary window 'signs fastened to
the interior or exterior of the show windows shall be permitted
except for siqnature or identification nigns lettered or
affixed directly on the glass.
1. No mor.e than one store lign may be installed on
each store frontage in which one or more customer entrances ar.
located. If the lease~ premises is a -corner- store even
though a customer entrance i8 not located on each frontage, two
store signs may be installed one on each store frontage of the
leas.d premis.s.
m. All sign letters and sign boxes must be internally
illuminated, with the exception of exposed decorative lighting
which shall be in white only. Maximum brightness allowed for
interior signs which front on the enclosed mall, if any, will
be 100 foot lamberts taken at the letter face.
n. No portion of any sign shall project more than 8-
beyond the storefront.
o. Signs and identifying marks shall be placed
entirely within the boundariel of the demised premises with no
part higher than the neutral curtain wall space above the store
front (or neutral band above, if'any).
p. Signs for kiosks, promotional displays or for
shows will in every ins.ance require the written approval of
the Landlord.
q. Tenant shall comply with the requirements of all
applicable codes, and/or local ordinances and obtain local
government approval when required by code. All permits shall
be obtained by the tenant's own sign contractor at Tenant's own
cost and expense.
r. All signs must be -Underwriters Approved-.
s. No wood blocking or flammable construction
material is to be usea ~n the attachment of any sign material
above the store front.
t. Interior projecting signs or graphic
identification which front on the mall shall not be greater
than 2'6- x 2'6-, interior illuminated cube modules which front
on the mall shall not be greater than 2'6- x 2'6- x 2'6-.
Tenant shall submit drawings for Tenant's signs and
other methods of identification in accordance with the
provisions of Exhibit -8-. Notwithstanding the fact that suct
signs and other methods of identification are in compliance
with the foregoing criteria, no such sign or other method of
identification shall be installed by Tenant without Landlord's
prior written approval of their sizl, type, location, quality
and aesthetic properties. ,
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COOLING LOAD TABULATION DATA - · M:.1.:
TENANT NAMEI
tOTAL LEASED AREAl
SAMPLE STORE
SPACE NO. I 00
2,500 AIR CONDITIONED AREAl 2,500 SF
LOAD DESCRIPTION I
CEILING 2,500 x (90. - 75.) X 0.08 ·
(~REA) .U. (CEILING)
WALL 560 X 18T X J..1L ·
(AREA) .U. WALL
PEOPLE 33 X 315 BTU/pERSON-SENS ·
(QUANTITY)
2,420
10,395
LIGHTING I
FLUORESCENT
LIGHTING ~40S X 3.41 X 1.20 . 26,210
W~
INCANDESCENT
LIGHTS 1,050 x 3.41 . 3,580
(WATTS;
POWER 1, 246 X 3.41 . 4,250
(WATTS)
MISCELLANEOUS 3, llS X 3.41 . 10,62S
(WATTS)
MISCELLANEOUS EQUIPMENT - .
!9TAL SPACE - SENSIBLE LOAD 60,480
TENANTS CALCULATED SUPPLY AIR QUANTITY (bAQ)
TOTAL SENS LOAD. 60 4BO
(1.0B) (T2-T1) 1.08 bS-S5)
MAKE-UP AIR REQUIRED
. 2,800
3,500
T1 . SUPPLY AIR TEMP. I T2 · RETURN AIR TEMP.
T1 - T2 · 20.F
D..4
--
CFM
CFM
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EXHIBIT wE-
ELECTRICITY COMPONENT
The Electricity Component shall be the monthly sum equal
tOI ll) the kilowatt-hour (KWH) charge, and (2) the oapital
facilities ch~rge. . . .
(a) ~he monthly KWH charge shall be calculated .s
follows I
Tenant's main fuse size in Amperes x 'M' x 0.831 (to
convert to 1tW) x hours of operation per month x
Landlord's kilowatt-hour cost.
The mUltiplier 'M' is Landlord's judgment of the
extent of utilization of full capacity and shall be
equal to the followingl
Fast Food Tenantl
M · .5
l:1 it Down Restaurant Tenant 1M. .5
Pet Shop Tenantl
All other Tenantsl
M · .8
M · .7
.
(b)
The monthly capital facilities charge $hall be based
upon the Tenant's main fuse size and shall be in
accordance with the following schedule I
Fast Food Tenantl $3. 75/Ampere (all
electr ic)
Fast Food Tenant I $S.SO/Ampere (gas
cooking)
Sit Down Restaurant Tenant I $4. SO/Ampere (all
electric)
Sit Down Restaurant Tenant I $4.00/Ampere (918
cooking)
Pet Shop Tenantsl $4.00/Ampere
All othe r Tenantsl
20 and 30 amps $S.SO/Ampere
40 and SO amps $4. SO/Ampere
60 amps and above $3.00/Ampere
(c)
The wLandlord's Kilowatt Hour Cost- for each month
during the Lease Term shall be the sum derived by
dividing into.Landlord's Electrical Cost for such
month the number of kilowatt hours used by Landlord
during such month as such hours are set forth on all
bills to Landlord included in Landlord's Ilectrical
Cost.
(d)
WLandlord'. Electrical Cost- shall be the total cost
to Landlord for electrioity used in oonnection with
the operation of the Shopping Center, including,
without limitation, the cost for electricity oonsumed
in the Landlord'. Property and all bUildings and
improvements thereon and all co~aon areas, ino1uding
the lighting, heating, ventilating and
air-conditioning thereof.
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4. Allached hereto as Exhibit A is u truc und eorrcet copy of the original Leasc
authorizing confcssion ofJudgmcnt us morc speellieally sct forth in Article XXXI, Section 3111,
(page 32),
5,
The Lcase was duly execut~d by Defcndant, who agrced 10 bc legally bound by
the terms of said Lease,
6. Thc Lcase provides that Defendant shall pay monthly rcnl and Defcndant's pro
rata sharc of inslll'anec, taxes and operating costs, as well as an annual pereentagc rent cqual to
seven percent (7%) of gross reecipts, less the minimum annual rent paid for such pcriod, as well
as all other eharges accruing undcr the Lcase 01' idcntilied as additionalrenl on thc Iirst day of
each calendar month during thc tcrm of thc Lease,
7, Dcspitc rcpeated, numerous requcsts for rent, Dc fend ant has willfully failed to
pay base renl, additional rent, latc paymcnt charges 01' any olher charges payable to Plaintiff
undcr the Leasc for thc subject premises,
8, Defendant's failurc to pay rent as per the tcrms of the Lease constitutes a material
breach of thc Lease.
9, The sum prcsently due and owing under the Lease is Ninety-Five Thousand Six
Hundred Foul' Dollars and Forty-Foul' Cents ($95,604.44),
10, Judgment has not been entered in any jlll'isdietion on the allached inslrument.
II. The attached instrument has not been assigned.
12, The Judgment is not being entered by confession against a natural pcrson in
connection with a consumer credit transaction,
13, Defendants arc not subject to the protection ofthc provisions of the Solders and
Sailors Civil RelicI' Act of 1940, liS amcnded,
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REV 070792
CAMP HILL SHOPPING MALL
EXTENSION AGREEMENT AND AMENDMENT OF L~
~IS EXT S ON AGREEM~T AND AMENDMENT OP' LEASE, made the
ay of 19f.t. to be effective as of the 30th day of
Sap ember 19 , by and between Kravitz Properties, Inc., 555 E.
City Line Avenue, Bala cynwyd, Pa. 19004, agent for the CAMP HILL
SHOPPING CENTER ASSOCIATES, a Pennsylvania partnership
(hereinafter called "Landlord"), and Barry D. Leader,
Individually & T/A Raintree Gallery (hereinafter called
"Tenant") .
WHEREAS, by Lease dated the 8th day of July, 1987 (hereinafter
referrEld to liS the "Lease"), Landlord leased to Tenant the Tenant
Building No. F, Store No.4, containing 1/078 square feet in the
CAMP HILL SHOPPING MALL all as more particularly shown on Exhibit
HA" to the lease for the term and upon the rentals and upon other
terms and conditions more fully set forth in the Lease; and
WHEREAS, the parties hereto desired to extend the terms of the
Lease for an additional period of five (S) years, commencing
10-1-92 and terminating 9-30-97 upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the aforesaid, and of the
sum of One ($1.00) Dollar, by each to the other in hand paid, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, covenant
and agree with each other, as follows:
1. Commencing September 30/ 1992 the Section 20l(B) of the
Lease entitled "Term" shall be amended to read as follows:
"The term of this Lease shall be for a period of Five
(5) years beginning on the 1st of Octo~ 'r, 1992 and
ending on the 30th day of Sept~mber 1997 at midnight".
2. Commencing September 30, 1992 the Section 201 (D) of the
Lease entitled "Minimum Annual Rent" shall be amended to read as
follows:
D. Minimum Annual Rent:
Years
Years
Years
One (1)
Three (3)
Four ( 4 )
through
through
through
Two (2)
Five (5)
$15,092.00
$16,170.00
$17,248.00
3. In addition to the payment of rent, percentage rent/ pro-
rata, utility and other added charges and additional charges due
and payable under the terms of this agreement/ tenant further
agrees to pay an additional sum of six Thousand and Five Hundred
($6,500.00) as payment in full for all outstanding arrears due
and owing prior to July 1/ 1992; Tenant shall pay such arrears
in Five (5) equal annual installments on the last day of each
calendar year/ without demand or notice from Landlord, commencing
on the 31st day of December 1992 and each year thereafter for the
balance of the Term of this agreement and Tenant's failure to
make such additional payments shall be considered a "Deliberate
Event of Default" in accordance wit.h the Lease.
.
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to,.
"
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CAMP HILL SHOPPING CENTER
INDEX
LEASE AGREEMENT
KRAVITZ PROPERTIES, INC.,
Agent for
CAMP HILL SHOPPING CENTER ASSOCIATES,
TO
BARRY D. LEADER, INDIVIDUALLY AND TRADING AS
RAINTREE GALLERY
ARTICLE I
ARTICLF. II
ARTICLE III
~,RTICLE IV
ARTICLE V
.AR'I'ICL~ VI
ARTICLE VII
ARTICLE VIII
ARTICLE IX
ARTI CLE X
ARTICLE XI
,ARTICLE XII
ARTI CLE XIII
ARTICLE XIV
ARTICLE XV
ARTICLE XVI
ARTICLE XVII
ARTICLE XVIII
ARTICLE XIX
ARTICLF. XX
ARTICLE XXI
ARTICLE XXII
ARTI CLE XXI II
ARTICLE XXIV
ARTICLE XXV
ARTICLE XXVI
ARTICLE XXVII
ARTICLE XXVIII
ARTICLE XXIX
ARTICLE XXX
ARTICLE XXXI '
ARTICLE XXXII
ARTICLE XXXIII
ARTICLE XXXIV
ARTI CLE XXXV
PARTIES
DEFINED TERMS
POSSESSION
USE
TERM
RENT
COMMON USE AREAS AND FACILITIES I
COSTS I INSURANCE
MERCHANTS' ASSOCIATION
PUBLIC UTILITIES
TAXES
REPAIRS
TENANT'S RIGHT TO MAKE ALTERATIONS
AFFIRMATIVE COVENANTS OF TENANT
NEGATIVE COVENANTS OF TENANT
SIGNS
RIGHTS OF LANDLORD
DAMAGE TO PREMISES
INDEMNIFICATION AND PUBLIC
LIABILI'rY INSURANCE
WAIVER OF CLUMS
TRADE FIXTURES
ASSIGNING, MORTGAGING, SUBLETTING
SUBORDINATION
OFFSET STATEMENT
TRANSFER BY LANDLORD
CONDEMNATION
FINANCING STATEMENT
SURRENDER AND HOLDING OVER
NOTICES
PERFORMANCE OF TENANT'S COVENANTS
EVENTS OF DEFAULT
RIGHTS OF LANDLORD UPON DEFAULT
BY TENANT
CUSTOM AND USAGE
SUCCESSORS AND ASSIGNSI AGENT
SCOPE AND INTERPRETATION OF
THE AGREEMENT
CAPTIONS
SIGNATURES
SUPPLEMENT 1 - CONFIRMATION OF TERM
EXHIBIT A - DEMISING PLAN
EXHIBIT B - WORK BY PARTIES
EXHIBIT C - SIGN SPECIFICATIONS
EXHIBIT D - CONDITIONED AIR CHARGE
RATE ADJUSTMENT
SCHEDULE
EXHIBIT E - ELECTRICITY COMPONENT
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III
LEASE AGREEMENT
ARTICLE I
PARTIES ~ ~
THIS LIilASE AGREEMENT, made this <3 - day of ,
1981, by and between KRAVITZ PROPERTIES, INC., a Pe nBY vanie
corporation (hereinafter referred to as WAgent-), as ag nt for
CAMP RILL SHOPPING CENTER ASSOCIATES, a partnership (hereinafter
referred to as -LandlordW) and Barry D. Leader, individually and trading aa
Raintree Gallery'
(hereinafter referred to as WTenantW), ",hose address is 122 W. High Street,
Elizabethtown, PA 17022
and whose telephone number is (717) 367-2990 .
WIT N E SSE T HI
Landlord and Tenant covenant and agree as followsl
ARTICLE II
DEFINED TERMS
SECTION 201.
The fOllowing terms shall have the following meaningsl
A. Premises and Shopping Centerl Landlord leases to
Tenant and Tenant leases from Landlord, for the term and upon
the terms and conditions set forth in this Lease, the store
premises situate and known as Building Section No. F ,
Store No. 4 and being measured and described approximately
by the outside building lines, as follows I
Frontl
29
feet 0 inches (irregular)
feet 0 inches (irregular)
Depthl
54
Total Area 11,078
square feet
located approximately as outlined upon Exhibit WA" attached
hereto, the same being a proposed site plan of a Shopping
Center (the wShopping CenterW) erected or to be erected upon
the premises described thereon, together with the right to the
nonellc1usive use, in common with others, of all such automobile
parking areas; driveways, footways and other facilities
designed for common use, as May be installed by Landlord as
hereinafter provided, and of such other and further facilities
as may be provided or designated from time to time by Landlord
for common use, subject however to the terms and conditions of
this Lease and to reasonable rules and regulations for the use
thereof, as prescribed from time to time by Landlord. The
purpose of the dimensions set forth above and the plan attached
hereto as Exhibit w~w is to show the approximate size and
location of the demised premises. All dimensions are
approximate only. Landlord reserves the right to Change the
size, layout and location of any buildings, improvements, or
common areas and facilities shown on Exhibit WA" as well as
reduce or expand the size of the Shopping Center.
B. Term: The term of this Lease shall be for five
( 5 ) years as further provided in Article V below.
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C. Permitted US" The sale, at retail of handcrafted
merchandise by American artists, primarily consisting of and/or craf~ed
from, but not limited to the folloWing: baskets, pottery, rugs/fiber/clothing,
wood, paper, glass, iron/bronze/brass . ,
leather, acrylic. and jewelry ahd n:ir no' tltnn purpose.
D. Minimum Annual Rent!
Years One (1) ta:,r9\1~b $ 12,936.00
Years two (2) tJ~ rQ"9h $ 15,092.00
Years three (3) \IH~1l91l $ 17,248.00
Years four (4) through five (~) $ 19,404.00
VI.IS \11(1'1311 V
E. Annual Percentage Rentl A sum equal to seven
percent ( 7 ,) of gross receipts, less the minimum annual rent
paid for such period.
F. Security Oepositl $1,437.34
G. Initial Annual Common Area Maintenance Charge:
$ 2.156.00
H. Initial Annual Merchants' Association DueSI
$ 539.00
I. Initial Annual Real Estate Tax Charge: $ 539.00
J. Initial Annual Insurance Charge: $1.078.00
K. Tenant Trade Name: Raintree Gallery
L. Estimated Date of Delivery of Possession 1
August 25 , 1987.
ARTICLE III
POSSESSION
Section 301.
Landlord warrants that it iR the owner of a leasehold
estate in and'to the tract of land shown on Exhibit "A" and
agrees that it will develop upon said tract commercial
buildings with parking area and improvements generally in
accordance with said Planl and that, subject to any delays
caused by strikes, weather conditions, governmental
restrictions, scarcity of labor or materials, or for other
reasons beyond its control, it will proceed with due diligence
to complete said project. Landlord has erected and installed
or will erect and install the improvements upon the demised
premises substantially as set forth upon Exhibit "S" attached
hereto. Tenant shall fully comply with all of the terms,
covenants and conditions of said Exhibit "S", whether or not
Tenant is currently in possession of the demised premises
pursuant to an existing lease.
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"..,,\lea'" pral'fr,l!O 1m A9t fl9J1pl.,.. ,,~. iRe. ..'e whieh ia et-f:r
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a. it. 101e remedy (Landlord not to be liable
other per.on, fir. or corporation for any 10s.
resulting therefrom). of cancelling this Lease
written notice thereof to Landlord within f en (is) days
after c.id date, provided, that if sai lure to complete is
caused by strike., weather conditi , governmental
re.trictions, scarcity of labo materials or other cause
beyond Landlord'. control d completion date shall be
extended for a period al to the period of such delay. If,
for any reasen wh eVer the Landlord does not commence
. construction e demised premises by September 1, 1984, the
Landlord 1 have the option without liability of cancelling
this se by giving similar written notice to Tenant within
. 'a'II
Laft.l... .hall ft" ~e .~li,at.. ,. ,r.eee.
construction of the demisea premises unless and until fi
acceptable to Landlord is obtained. Should such finan
be obtained on or before August 1, 1984, Landlord ma
Tenant in writing, and cancel this Lease. If Land
obtain financing or satiSfy the conditions of fi
upon the basis of modifications of the terms., provisions of
this Lease, Landlord shall have the right to Ancel this Lease
if Tenant refuses to approve in writing an uch modifications
within thirty (30) days after Landlord's quest therefor which
request may not be made after delivery possession. Tenant
.hal1 not unreasonably withhold its roval of the aforesaid
modifications. Within ten (10) day. of receipt of a request
therefor from Landlord, Tenant a es to forward to Landlord a
financial statement of Tenant a lor, if applicable, Tenant's
guarantor or surety, in form tisfactory to Landlord certified
by an independent certified ublic accountant acceptable to
Landlord. If the financi or credit rating of Tenant and/or,
if applicable, 'renant:'l uarantor or surety 1. not acceptable
for the purposes of tpe aforesaid financing, Landlord shall
have the right to c cel this Lease if Tenant refuses to
execute or supply uch additional assurances and/or guarantors
or sureties as ndlord shall state as necessary for such
acceptance wi in thirty (30) days after Landlord's request
therefor wh request may not be made after delivery of
possessio. If any such right to cancel is exercised, this
Lease a 11 thereupon be null and void, each of the parties
shall e released from any other or 'further liability, any
sec ity deposit made hereunder shall be refunded to Tenant
w out interest and neither party shall have any liability to
and premises have been completed in accordance with approved plans
Section 303. and specifications as previously agreed upon by Tenant and Landlord
If Landlord is to perform any work in the demised
premises pursuant to Exhibit "B", completion of the demised
remises shall be certified to Tenant in writing by Landlord's
nspect ng arc tect, and the delivery of such certificate of
completion to Tenant shall constitute delivery of the demised
premises hereunder. Tenant, its agents"ervants and
contractors, prior to the delivery of possession of the demised
premises, shall have the right to enter upon the demised
premises, for the purpose of taking measurements therein, but
tor no other purpose, provided, however,' that suoh entry shall,
easonably~interfere with or obstruct the progress of the work beillg
done by Landlord.
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due to any reaaon not tha fault of Tenant
Jonabl}
ieoUon 304.
Upon rec.iving po~"'8ion of the demi.ed premi.es trom
Landlold, Tenant .hall with due diligence proceed to in.tal1
suoh fixtures and equip~ent and to rerform .uch other work a.
Ihell be required pur.uant to Bxhib t -a- or nece..ary or
appropriate in order to pr.pare the demi.ed pr.mi... tor the
opening ot bu.in.... In the event that Tenant does not open
the demi.ed premi.e. for the oonduct of it. bu.ine.. on or
before the Rental Commencement Date (as defined in Section 601
e ow , Landlord, in addition to all other remedi.. hereunder,
sball hay. the option of (a) terminating this Lea.. by giving
Tenant written notic. of .uch termination, whereupon this Lease
.hal1 be terminated unle.s by the date of the giving of .aid
written notice, Tenant .h.ll have opened the demi.ed premise.
for the conduct of it. bu.ines., or (b) of cOllecting from
Tenant not only the minimum rent h.rein provided, but a1.0
.dditional rent at the rate of ten (10') percent of the minimum
~onthly rental per day for each and every date from the Rental
Commencement Date until the day Tenant commences to do bu.ines.
in the demised premi.es. Tenant agrees not to commence any
work upon any portion of the demised premises until Landlord
has approved Tenant'. plans al.d specifications in writing ~nd
Tenant has otherwise complied with the requirements set forth
in Exhibit -a-. Any changes in said plans or specifications
must be SimilarlY' approved by Landlord.
which approval shall not be unreasonabl
SECTION 30S. Withheld (lr delayed
Unless otherwise sooner terminated pursuant to its
terms, any existing lease pursuant to which Tenant is the
tenant for space in the Shopping Center shall terminate on
Rental Commencement Date (as defined in Article V below), with
the same force and effect as if such date were set fortn
therein as the expiration dat, of said lease.
ARTICLE IV
USE
SECTION 401.
Tenant shall continually use and occupy the demised
premises solely for the Permitted Use under the name or style
of Tenant's Trade Name and for no other purpose.
Tenant acknowledges that Landlord's obtaining a fair
and equitable rental is dependent upon Tenant's concentrating
all of it. business efforts within the geographical area in
which the Shopping Center is located upon Tenant's business at
the demised premises so as to. maximize Tenant's Gross Sales,
and Tenant further acknowledge. that any activity by Tenant
within such geographical area in operating or participating in
the operating of a .imllar or competing business mu.t
necessarily have an adverse effect on the volume of Gross Sales
by Tenant at the demised premises to the detriment of Landlord
and will deprive Landlord of the fair rental to which the
parties agreed. Accordingly, in the event that during the term
of this Lease either Tenant or Tenant'. management, or any ,
person or entity controlled by Tenant or contrOlling Tenant, or
controlled by the same person or entity or persons or entities
who control Tenant, directly or indirectly own., operate., i.
employed in, direct. or .erve. any other place ~f busine.., the
lame, or .imilar to, or competitive With, Tenant's business a.
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.et forth herein, within a radius of five (5) miles from the
outside boundary of the Shopping Center, which distance shall
be measured ~n a Itraight line without referenoe to toad
mileage, then the Gross Sale. of any such other place of
bUliness ehall be included in the Gross Salea made from the
demised premilee to determine the Percentage Rent due under
this Leale, as fully as though auch Groal Sales had actually
been made from the demised premiles. In the event Landlord so
elects, all of the provisionl of Article VI hereof shall be
applicable to the Groas Sales of, and all the books and recorda
pertaining to, luch oompeting store, provided, however, the
foregoing geographic limitation shall not be applicable to any
existing location of Tenant or any such other place of business
which is operated in a regional shopping center directly or
indirectly owned in whole or in part on the date hereof by
Landlord or a principal of Landlord.
SECTION 402. cOl1llllercially profitable
Tenant sh~ll operate all of the demised premises
during the antire term of this Lease with due dili ence ana
efficiency a., as to produce the maximum gross rece1p s W 1C
may be produced by such manner of operation, unless prevented
from doing so by causes beyond Tenant's control. Subject to
inability by reason of strikes or labor disputes or
unavailability of goods or other reasons beyond Tenant's
oontrol, Tenant shall carry at all times in the demised
premises a stock of merchandise of such size, character and
quality as shall be reasonably designed to produce the maximum
return to Landlord and Tenant. Tenant shall conduct its
business in the demised premises during the regular customary
days and hours for such business in the Shopping Center ared
and w~ll keep open for business from 9:30 A.M. until 9:30 P.M.
every day (i~cluding, at Landlord's request, Sunday) and during
the same day'. nights and hours as the majority of the chain
stores and department store or stores in the Shopping Center.
ARTICLE V
TERM
and s~bject to Tenant's
acceptance of s~ch ,delivery
of possession.
SECTION 501.
The term of this Lease shall commence on the date when
Landlord shall deliver possession of the d mised remises to
Tenant, as provided in Article III hereof, an s a en
(unless soonet terminated as hereinafter provided) at Midnight
on the date of the expiration of the full Term from the first
day o~ the calendar month next succeeding the -Rental
Commencement Date-, as defined in Article VI hereof, without
the necessity of any notice from either party to the other to
terminate the same, and Tenant hereby waives notice to vacate
the premises and agrees that Landlord shall be entitled to the
benefit of all provisions of law respecting summary recovery of
possession from a tenant holding over to the same extent as if
statutory notice had been given. Tenant's obligations with
respect to accrued minimum, percentage or additional rent shall
survive the expiration or earlier termination of this Lease.
If requested by Landlord, Tenant hereto ~grees to execute,
within thirty (30) days after the Rental Commencement Date, a
supplement to this Lease, in the form attached hereto as
Supplement 1, confir.ming the Commencement Date, the Rental
Commencement Date and expiration date and stating that this
Lease 11 in full force and effect. Entry 'lpon the demised
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. prt..l... by T.nant pr ior to the R.ntal COIlllD.ncI..tnt Oat. .hall
be .ubject to all of the tlr.., cov.nant. and condition. of
this L.a.. exc.pt for ainiMu" and perc.ntago r.nt, Tenant'.
aharl of real ..tatl ta..s, co..on ar.. co.t., in.uranc.
charge. and Merchant.' A..ociation due..
ARTICLE VI
RENT
stCTION 601.
Tenant .hall pay to Landlord the .inillum _nnual rent
In the .um. .et forth in Section 2010, payable in advance in
.qual aonthly inltlll.ents on the fir.t day of .ach calend_r
aonth during the t.r. hereof, without prior ae.ana th.refor,
Such Mlnl.uN rent .hall cOnlence to accrue either (1) on the
date when Tenant .hal1 open the de..i..d pre.i... for bu.inel.,
or (ii) on the date which is forty-five (45) day. after the
Landlord has delivered po8sesliQn of laid premile. to the
Tenant, whichever date il earlier, said date being herein
.ometimes referred to al the "Rental Commencement Date,- The
first full month's minimum rent and added chargts (as definf.d
in Section 3102 below) Ihall be paid upon execution of this
Lease. The next rental paYMent date hereunder shall be the
first day of the fir.t calendar lonth following the Rental
Commenc.lent Date and .hall include the pro-rated amount of
r.nt and added charge. applicable to the period from the Rental
Commencement Date to .uch rental payment date.
SECTION 602.
For each lease year or portion thereof during the term
hereof, Tenant shall pay, in addition to minimum rent,
percentage rent ~~ s~t forth in Section 201E. Anything herein
to the contrary notwithstanding, there .hall be no abatement,
apportionment or suspension of the percentage rent payable
hereunder.
SECTION 603.
The firlt lelse year shall begin on the Rental
Commencement Date and shall extend for one (1) full calendar
year. Thereafter each lease year shall commence on the day
following the expiration of the preceding lease year and shall
end at the e~piration of twelve (12) calendar months
thereafter.
SECTION 604.
ilfteen (15)
Within 'eA (10) days after the end of each calendar
month during the term of this Lease, Tenant shall .ubmit to
Landlord an accurate, unaudited, written statement Signed by
Tenant on its behalf by . duly authorized officer or
representative, sho~in9 the full amount of Tenant's gross
receipt. in the demised premise. during the preceding calendar
aonth. With each quarterly .tatement, Tenant shall pay to
Landlord the percentage rent, if any, accrued and payable with
respect to the preceding quart,erly period. .
SECTION 60S.
Within forty-five (45) day. after the end of each
l.ase year, cOllllDencing with the fir.t lease year, T.nant .hall
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submit to Landlord a complete statement certified by ~
'iAdl,IA'IA' ell'ilil' public accountant acceptable to Landl~r.d
and also certified hy Tenant or on its behalf by a duly
authorized officer or representative, showing accurately and in
SUQh detail a. reasonably required by Landlord the full amount
of Tenant's gross receipts in the demised premises during the
immediately preceding lease year. At the same time Tenant
.hall pay to Landlord the full balance of percentage rent
payable for said lease year, if any. Any exces~ of percentlge
rentals that Tenant may have pa~d for such lease year ~hall be
refunded promptly by Landlord to Tenant.
SECTION 606.
The term wgross receiptsW as used herein is hereby
defined to mean gross receipts of Tenant and of all licensees,
concessionaires and tenants of Tenant, from all business
conducted upon or from the demised premises, whether such
receipts be obtained at the demised premises ot elsewhere, and
whether such business be conducted by Tenant or by any
licensees, concessionaires or tenants of Tenant, and whether
such receipts be evidenced by check, credit, charge account,
exchange or otherwise, and shall include, but not be limited
to, the amounts received from the sale of goods, wares and
merchandise (including commissions on lottery sales, if any)
and for services rendered, together with the amount of all
orders taken, received or filled at the demised premises,
whether such orders be filled from the demised premises or
elsewhere. If anyone or more departments or other division~
of Tenant's business shall be sublet by Tenant or conducted by
any person, firm or corporation other than Tenant, there shall
be included in gross receipts for the purpose of fixing the
percentage rent payable hereunder all the gross receipts of
such departments or divisions, whether such receipts be
obtained at the demised premises or elsewhere, in the same
manner and with the same effect as if the business or sales of
such departments and divisions of Tenant's business had been
conducted by Tenant itself. Gross receipts shall not include
sales or merchandise for which cash has been refunded, or
allowances made on merchandise claimed to be 6efective or
unsatisfactory, provided they shall have been previously
included in gross receiptsl and there shall be deducted from
gross receipts the sales price of merchandise returned by
customers for exchange, provided that the sales price of the
merchandise delivered to the customer in exchange shall be
ncluded in gross rece pts. Gross receipts shall not include
th. amount of any sales or use tax levied directly on sales and
collected from customers and paid by Tenant, provided that
specific recoro is made at the time of each sale of the amount
of such sales or use tax and the amount thereof is separately
charged to the customer. No franchise or capital stock tax and
no income or similar tax based upon income or profits as such
and no gross ~eceipts tax shall be deducted from gross receipts.
SECTION 607.
The business of Tenant and of any sub-lessee, licensee
or concessionaire upon the demised premises shall be operated
so that a duplicate sales slip, invoice or cash register
receipt, serially numbered, shall be issued with each sale or
transaction, whether for cash, credit or exchange or Tenant
will use such other system for accurately reporting gross
receipts as shall be approved by Landlord. Tenant shall keep
at all times during the term hereof, at the demised premises or
at the general office of the tenant, full complete and accurate
- Gross receipt s shall not include uncollect ible d~bts on Tenant's retail sales. pro-
~~ded ,such uncollectible debts do not exceed one percent of Tenant's gross receipts
an) lease year. Gross receipts shall not include custom carved signs personally
carve~ by Barry Leader but shall include carvings of production signs sold at the ~amp
Hill Shopping Mall store.
- 7 -
.
book. of .ccount and records in accordance with accepted
accounting practice. with respect to all operation. of the
bu.in... to be conduct.d in or frOlthe d.~i.ed pr..i...
including t~e r.cordin9 of 9ro.. r.ceipt. and the r.ceipt of
all .erChandi.e into and the deliver1 of all .erchandi.e fro.
the d.mi..d pr..i... during the t.r. hereof, and .hall r.ta~n
. .uch book. and record., a. v.ll a. all contract., voucher.,
ch.ck., inv.ntor1 r.cord., and other docu.ent. and pap.r. in
!ny vl1 relating to the operation of .uch bu.in..., for .t
l...t two (3) 1.ar. fro. the .nd of the 1.... y.ar to which
th'1 .r. .pplicabl., or, if an1 audit i. requir.d or a
controv.r.y .hould Iri.. betwe.n the parti.. her.to r.garding
the rent payabl. h.r.under, until such audit or controver.y I.
t.r.inated. Such book. and r.cords .hall at all realonable
time. during the ret.ntion period above referr.d to b. op.n to
the inspection of Landlord or It. duly authoril.d
repre.entatives, who .ha11 have full and free acce.. to the
.ame and the right to require of Tenant, its agent. and
employees, .uch information or .xplanation with re.pect to the
.ame a. .ay b. nec....ry for a proper examination th.reof.
SECTION 608.
If it i. d.t.rmined that the actual gro.. r.c.ipt. for
any period covered by the .tatement required pursullnl: to
Section 60S of this Articl. VI Ihall exceed the amount thereof
.hown in uld .tatement bYl:!h'" ~el"'" I~Mre, Tenant five perce
.hall pay aU the expen.es incurred tiy La~eterlD1ii'rri9 (5%)
the actual gross receipts for .aid period.
SECTION 609.
lEteen
Tenant shall, without prior notice or demand and
without any setoff or deduction whatsoever, pay all rental. and
other charges and render III statement. herein pre.cribed It
the office of Agent, 1700 M4rket Street, Philadelphil,
Pennsylvania or to such other person or corporation, and at
.uch other place, as shall be designated by Landlord in writing
at least ten (10) day. prior to the next ensuing rental payment
date. If Landlord shall pay any monie., ~r incur any expenses
in correction of any violation of any cove. ant of Tenant herein
set forth, the amounts .0 paid or incurred shall, at Landlord's
option and on notice to Tenant, be considered additional
rentals payable by Tenant with the first installment of rental
thereafter to become due and payable, and may be collected or
enforced I. by l~~ provided with respect to rental.. Tenant
covenanta and agree. that all .ums to be paid under this Lea.e,
(lSl-!f not Daid wl~hinj'lv. (I) day. after due, .hall bear int.rest
on the unpaid portion thereof at the rate of felli' "I" un) ten (10%)
percent per annum from the date when due but not in exce.. of
the highest legal rates. In addition, if Tenant fails to pay
any .u~ to be paid by Tenant hereunder, Landlord lIay impo.. a
late charge.in the amount of ten (lOt) percent of the sum due.
SECTION 610.
Landlord acknowledges receipt from Tenant of the
Security Deposit as .et forth in Section 201', to be held as
collateral security for the payment of any r~ntal. and otner
.ums of money payable by Tenant under this Lease, and for the
faithful performance of all other covenant. and agreement. of
Tenant hereunder; the amount of said deposit, without interest,
to be repaid to Tenant after the termination of this Lease and
any renewal thereof, provided Tenant .hal1 have made all .uch
payment. and performed all such covenant. and agreements. Upon
- 8 -
.
any default by Tenant hereunder, all or part of laid deposit
may, at Landlord', sole option, be applied on account of such
default, and thereafter Tenant shall promptly restore the
resulting deficiency in said depoMit. Tenant hereby waives the
benefit of any provision of law requiring such deposit to be
held in escrow or in trust, and laid deposit shall be deemed to
be the property of Landlord. Landlord may deliver the funds
deposited hereunder by Tenant to any purchaser of Landlord's
interest in the demised premises and thereupon, Landlord shall
be discharged from any further liability with respect to such
depo.1i t .
__reasonable and
non-discriminatory
SECTION 701.
All facilities furnished by LandlorQ in Snopping
Center and designated for th" general use/ in common, of
occupants of the Shopping Cen,er, including Tenant hereunder,
their officers, agents, emp!uyees and cU6tomers/ including, but
not limited to, parking areas/ streets, sidewalks, canopies,
roadways, loading platforms, washrooms, shelters, ramps,
landscaped areas and other similar facilities, shall at all
times be subject to the exclusive control and management of
Landlord, and Landlord shall have the right from time to time
to change the area, level, location and arrangement of such
parking areas and other facilities above referred tOI and to
e a rules and regulations pertaining to and necessary for
the proper operation and maintenance of the common facilities.
Tenant hereunder and any othp.r sub-tenants and licensees shall
com 1 with all rules and re~'lations made by Landlord
perta n ng to t e operation and maintenance of said common
areas and facilities, including, but not limited to, such
reasonable requirements pertaining to sanitationl handling of
trash and debrisl loading and unloading of trucks and other
vehiclesl and safety and security against fires, theft,
vandalism, personal injury and other hazards. The parking area
shall be limited to parking for customers of Tenants of the
Shopping Center and Tenant and its employees may not park in
any portion of the parking area, except that portion thereof
designated or which may hereafter be designated as WEmployees
Parking Area.W Landlord [SUbject to reimbursement as set forth
below] will operate and maintain or cause to be operated and
maintained the' Common Areas and facilities of the Shopping
Center.
ARTICLE VII
COMMON USE AREAS AND FACILITIESI
COSTS I INSURANCE
SECTION 702.
For each year of the term hereof, Tenant shall pay to
Landlord, as additional rent, Tenant's proportionl.te share of
all costs of operation of the Shopping Center and maintenance
of the common areas and facilities of the Shopping Center
(including the enclosed mall) of which the demised premises are
a part. As and for Tenant's proportionate share, Tenant shall
pay to Landlord the initial annual common area maintenance
charge as set forth in Section 201G (subject to adjustment as ,
set forth below), payable as additional rent in equal monthly
installments at the same times as fixed minimum rent is payable
hereunder, without demand and without any deduction or setoff
whatsoever. If Tenant's proportionate share of the actual cost
of operation of the Shopping Center and maintenance of the
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.'
common area. facilities for any fiscal yeftr of Landlord exceeds
the common area maintenance charges actually paid by Tenant for
such period, within ninety (90) day. after the end of
Landlord'. ti8cal year, Landlord will deliver to Tenant a
statement showing in reasonable detail Tenant'. proportionate
share of such actual cost and, within twenty (20) day. after
delivery of suoh statement, Tenant will pay such excess shown
to be due by said .tatement, I' additional rent. Tenant's
proportionate share of the actual costs of operation of the
Shopping Center and maintenance of the common areas and
facilities shall be in the same proportion to the total costs
of such operations and maintenance as the total gross rentable
area of the demised premises bears to the total gross number of
rentable square feet of ground floor leaseable area contained
within all mall stores (excluding Department Stores, the
supermarket and ,stores not attached to the mall, collectively
referred to as wSeparate StoresW). The statement submitted by
Landlord shall be sufficient evidence of the actual costs of
the aforesaid operation and maintenance. The aforesaid costs
of i:>peration and maintenance shall include all expenditures
incurred by or on behalf of Landlord in operating the Shopping
Center and r,,_ 4.ntaining the common areas and facilities,
inClUding, without limitation, the cost of cleaning, heating,
ventilating and air-conditioning the enclosed malll the cost of
all of Landlord's insurance relating to the Shopping Center and
the common areas and facilities (inClUding, but not limited to,
bodily injury, pUblic liability, property damage liability,
automobile insurancft, sign insurance, and any other insurance
carried by Landlord for the Shopping Center and the common
areaS and facilities in limits reasonably selected by Landlord,
but excluding insurance described in Section 703 below) I
gardening and landscaping I assessments I repairs, repaving,
replacements, preventive maintenance, repainting, including
restriping c' parking lot and accesswaysl rental of signs and
equipmentl lightingl sanitary controll removal of snow, trash,
rubbish, garbage and other refuse I depreciation over a period
not exceeding sixty (60) months of machinery, equipment and
other assets used in the operation and maintenance of the
Shopping Center1 repair and/or replacement of on-site water
lines, sanitary sewer lines, storm water lines and electrical
lines and equipment serving the propertY1 the cost of police,
security and traffic control services I the cost of all
personnel required to supervise, implement and accomplish all
of the foregoingl and an administrative charge equal to fifteen
(15') percent of said costs. Contributions towards such costs
by Separate Stores shall be deducted. At anytime or times
that Landlord determines that Tenant's share of actual costs
will exceed the monthly installments then due from Tenant
hereunder, Landlord may adjust the amount of the monthly
installments thereafter due from Tenant on account of its
proportionate share of the costs of operation of the Shopping
Center and maintenance of the common areas and facilities by
increasing such installments by an amount equal to one-twelfth
(1/l2th) of the excess, if any, of Tenant's estimated share of
such costs over the annual oommon area maintenance charge then
due hereunder.
SECTION 703.
For each year of the term hereOf, Tenant shall pay to'
Landlord, as additional rent, Tenant's proportionate share of
all premium costs for fire and broad form all risks extended
coverage insurance and rent insurance respecting all buildings
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..
and improvements upon the Shopping Center. As and for Tonant'.
proportionate !h.re, Tenant Ihal1 pay to Landlord the initial
annual insurance charge a. set forth in Section 201J (SUbject
to adjustment as set forth below) payable as additional rent in
equal monthly installments at the same times as fixed ninimum
rent is payable hereunder, without demand and without any
deduotion or .etoff whatsoever. If Tenant's proportionate
ahare of the aotual cost of such insuranoe for any insuranoe
year of Landlord exceeds said annual insurance charge actually
paid by Tenant for such period, within ninety (90) days after
the end of Landlord's insurance year, Landlord will deliver to
Tenant a atatement showing in reasonable det~il Tenant's
proportionate share of such actual insurance costs and, within
twenty (20) days after delivery of such statement, Tenant will
pay such excess shown to be due by said statement, as addtional
rent (subject to adjustment as set forth below). Tenant's
proportionate share shall be the same as set forth in Section
702 with respect to common area maintenance charges. The first
insurance year shall be the period covered by annual insurance
premiums. Tha statement submitted by Landlord shall be
sufficient evidence of the actual insurance costs. At anytime
or times that Landlord determines that Tenant's share of actual
costs will exceed the monthly installments then due from Tenant
hereunder, Landlord may adjust the amount of the monthly
installments thereafter due from Tenant on account of its
proportionate share of the costs of insurance by increasing
such installments by an amount equal to one-twelfth (1/12th) of
the excess, if any, of Tenant's estimated share of such costs
over the annual insurance charge then due hereunder.
SECTION 704.
Sums due pursuant to Section 702 ana Section 703 shall
be appropriately adjusted for any partial years at the
beginning or end of the term hereof.
ARTICLE VIII
MERCHANT'S ASSOCIATION
SECTION 801.
Tenant shall join and maintain membership in an
Association authorized and recognized by Landlord and
established by the Tenants in the Shopping Center. Tenant
shall pay to ~he ~ssociation each lease year such reasonable
assessments as may be fixed from time to time by the
Association for creating and maintaining a fund to be used by
the Association for general promotional, advertising and
welfare purposes, inCluding any assessments or dues for
advertising, publicity and general public relations, provided
the cost to Tenant for the first year shall be as set forth in
Section 2018. Tenant will comply with such bylaws,rru!es an
regulations as may be adopted from time to time by said
Association and take such action as shall from time to time be
necessary to remain in good standing in the Association.
Tenant agrees to use the name of the Shopping Center
prominently in all of its advertising and promotional
literature regarding the demised premises. reasonable ~nd non-
discriminatory
SECTION B02.
Tenant. ~grees that the bylaws of the Atsociation shall
providel (i) each member which is present at a neeting and not
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.
delinquent in any of its payments to the Association shall have
one vote for each square foot of floor area in its demised
premises, (ii) each delinquent member shall be liable to th,
Association for its costs (including attorney's fees) incur rea
in col1eoting suoh member's delinquent debts to the
Association, (iii) Landlord shall have a number of votes equal
to the lesser of twenty~five peroent (25') of the total of all
votes in the Association including the votes of Landlord or the
percentage whioh Landlord's contribution to the Association for
the association year bears to the total amount of all dues
payable to the Association for suc~ association year (iv) the
Landlord, as agent for the Association, may, at its option,
oollect all assessments due including delinquent assessments or
designate another party to collect such assessments, (v)
Landlord may, at its option, elect to provide the Association
with the services of a promotion director and all staff deemed
necessary by Landlord to effectively carry out the promotion
and public relations Objectives of the Association and/or such
reasonable space within the Shopping Center as may be necessary
to carry out the functions of the promotion director and his or
her staff and the Association shall reimburse Landlord for
such, and (vi) Landlord may provide that the occupant of ar"
department store and/or supermarket shall have a seat on the
Board of Directors. Furthermore, no bylaw, rule or regulation
of the Association shall conflict with the provisions of this
Lease, and more particularly with any rules and regulations
adopted by Landlord or in any respect aiminish the rights of
Landlord hereunder.
SIllQ'IQtt 80].
Association, as additional rent, the sum of t -five ($.25)
cents per rentable square foot of tota leased by Ten,nt
upon receipt of notice from Lan hat the demised premL.,s
are ready for occupancy nt's share of the cost of the
wGrand OpeningW of opping Center, said payment to be due
even if Ten not open for business for the "Grand openingW
so 10 is required to open for business hereunder
" ull QPIlR1ft3.w
ARTICLE IX
PUBLIC UTILITIES
SECTION 901.
In addition to all rentals herein specified, Tenant
shall be responsible for and shall pay for all utilities, used
or consumed in or upon the demised premises, and all water
charges, as and when the charges therefor shall become due and
payable, commencing on the date Landlord notifies Tenant that
the demised premises are ready for occupancy. Unless supplied
by Landlord, Tenant shall promptly make all aporo~r tate
appl~cations to the local utility companies and pay all
requlred deposits, connection fees and charges for meters and
service for all utilities.
SEC'l'JON 902.
In the event any utility or utility services are
furnished to Tenant for which a lien could be filed ~gainst the
demised premises or any portion thereof (such as water rent or
sewage disposal), the Tenant shall at Landlord's request, pay
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the cost th.r.of to Landlord a. and wh.n the charges therefor
beco.e dUt and pIYlbl., oth.rwis., T.nant shall d.liver
ori,lnal rec.ipted billa th'r.for to Landlord within thirty
(10) dlYI aft.r the .a.. are due and paYlble without int.r.at
or penllty.
81CTION 'OJ.
(i) In the .v.nt Landlord shill elect or b. requir.d
to furnish any utility servic.s to Tenlnt (other than
.l.otrioity and Condition.d Air al d..crib.d below), T.nant
h.r.by Igr..' to purchas. and pay for the slm. fro. Llndlord,
provided Landlord .hall charg. therefor not acr. than the .a..
con.u..r rat. a. is charg.d by the public I.rvic. corporation
or .unlcipll authority, as the case may be, supplying aimilar
uSlg. and services to a retail cu.to.er in the general ar.a in
which the de.ised preai.e. art lituated. '
(ii) Tenant agr.e. to purcha.e froa Landlord and pay
for Conditioned Air to be u.ed by Tenant for heating and air
conditioning the demised pr..ises, as additional r.nt, upon
presentltion of bills therefor, at the rate- set forth in and
subject to adjust..nts in accordance with La,~lord's
Conditioned Air Charge Rate Adjustment Schedule attached hereto
as Exhibit .D.w
liv.rton Water Co.pany via at least four (4) aetered s ..
at four (4) meter rooa locations. Elch domestic r meter
will .ervice a grouping of mall stor.s. A capped valv.
outlet will be provid.d for each Tenl f Tenant require.
greater than a 3/40 water lervic andlord will furnish and
install the required wat.r ng and DOdificltion, at Tenant'.
.xp.n.e. At Landlord' ption, Tenant will install a water
.et.r with remo aoer. Landlord will on!; require metering
of llrg. use tenants such as beauty parlors, restaurants,
.tc. mally, Imall retail Itores with only toilet rooms will
supplied to obtain the average water cost per 91 Indlord
will charge ..t.red Tenants for water us ed on the
av.rage cost per gallon .ultipli .etered gallons
conlumed. Landlord wil educt from the total water cost,
the amount bill et.red Tenants and the balance of the
water c all be apportioned on I grosl leasable area basis
estate tax.s. In the .vent the local authority, muni ty,
utility or other body collects for the sewera anitary
lervice, Tenant covenantl and agrees to e sewer rent
charge (both minimum and otherwis any other tax, r.nt,
levy, oonnection fee or me other charge which now or
hereafter is assess posed or may become a lien upon the
premises, or realty of whioh they are a part, pursuant to
law, or regulation made or issued in connection with the
.1' eonfteetlon Sf aY.'6a.
(v) Landlord a.y, after thirty (30) days' notic. to'
Tenant, cease to furnilh anyone or aore of the utility
..rvices to the pre.ises, without any relponsibility to Tenant,
except to connect Tenant's diltribution facilities ther.for
with anoth.r lourc. for the utility lervice 10 dllcontinued.
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(vi) It is intended that the cost of electricity be
included in the ~inimum annual rent. Since the characterIstics
of Tenant's electrioal equi~ment and fixtures are not known at
the time of the execution of this lease, Landlord and Tenant
are not able to a9ree upon the sum to be included in the
minimum rent for electricity (laid sum being hereinafter calle~
the -Electricity ComponentW). for that reason, the Ininimum
annual rent .et forth in this lease doe. not include the
Eleotricity Component. At luch time as the Electricity
Component shall be determined in accordance with Exhibit wEw of
this lease, the minimum annual rent shall be adju6ted to
include the Electricity Component.
SECTION 904.
Landlord shall not be liable to Tenant for any damages
should the furnishing of any utilities by Landlord be
interrupted, curtailed or required to be terminated because of
necessary repairs or improvements or any cause beyond the
reasonable control of Landlord. Any interruption, curtailment
or cessation of utilities or service shall not relieve Tenant
from the performance of any ~f Tenant's covenants, conditions
and agreements under this Lease.
ARTICLE X
TAXES
SECTION 1001.
Tenant shall pay to Landlord each fiscal year or years
of the taxing authorities during the term hereof (appropriately
apportioned for any partial vear at the beginning or end of the
term hereOf) on demand, as a~dltlonal rent, wTenant's share of
real estate ~ay.esw, as hereinafter described, based upon the
fiscal years uf the taxing authorities.
SECTION 1002.
Tenant's share of real estate taxes for any such
fiscal year shall be an amount equal to the product obtained by
multiplying the number of gross rentable square feet of ground
floor area leased by Tenant by the wcurrent tax per square
foot" in such fiscal year. The current tax per square foot
shall be computed by dividing th~ amount of the total real
estftte taxes and assessments levied on the Shopping Center by
the total gross number of square feet of rentable ground floor
area in the Shopping Center or portion thereof reflected in
such assessment.
SECTION 1003.
Tenant ahall be responsible for and shall pay before
delinquency all taxes assessed against any leasehold interest
or personal property of any kind owned or placed in, upon or
about the demised premises by the Tenant.
SECTION 1004.
If at any time during the term of this Lease the
methods of taxation prevailing at the commencement of the term
hereof shall be altered so that in lieu of or as supplement to
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'.
or a sub.titute for the whole or any part of the real estate
taxes or a.sessment. now levied, ..ses.ed or imposed on the
ShoppinllCenLer/there .hall be levied, auelled, or illlpo.ed
(i) a tax, a.....ment, l.vy, imposition or charg., wholly or
partially a. . capital levy or otherwise, on the rent. reoeived
therefrom, or (ii) a tax, assessment, levy (including, but not
limited to, any municipal, .tate or federal levy), imposition
or oharlle mea.ured by or based in whole or in part upon the
Shopping Center and imposed upon the Landlord, or (iii) a
lioen.e f.e mea.ured by the rent payable under this L.ase, then
all such taxe., a.sessment., levies, impositions and oharges,
or the part thereof .0 measured or based, .hall be deemed to be
includ.d in the general real estate taxes and assessments
payable by the Tenant pursuant to Seotion 1001 above to the
extent that such taxes, assessments, levies, impositions and
charges would be payable if the Shopping Center were the only
property of the Landlord subject thereto, and the Tenant shall
pay and dischargt the same as herein provided in respect to the
payment of general real estate taxes and assessments. Real
estate taxes shall include all taxes attributable to
improvements now or hereafter made to the Center or any part
thereof or t'~ present or future installation of fixtures,
machinery or equipment thereon or therein, all real estate
taxes, assessments, water and sewer rents (not based on
oonsumption) and other impositions and charges of every kind
and nature whatsoever, nonrecurring as well as recurring,
special or extraordinary, ordinary, foreseen and unforseen and
all installments thereof levied, assessed or imposed or due and
payable are liens upon or arising in connection with the use,
occupanoy or possession of, or any interest in, the Center or
any part thereof, or any land, building or other improvements
therein.
SECT I ON 1'0.05
As and for Tenant's proportionate share of real estate
taxes, Tenant shall pay to Landlord the initial annual real
estate tax charge as set forth in Section 2011, payable as
additional rent in equal monthly installments at the same times
as fixed minimum rent is payable hereunder, without demand and
without any deduotion or setoff whatsoever. If Tenant's
proportionate share of the actual real estate taxes and
assessments for any fiscal year exceeds said real estate tax
charge actually paid by Tenant for such period, Landlord will
deliver to Tenant a statement showing in reasonable detail
Tenant's proportionate share of such actual real estate taxes
and assessments and, within twenty (20) days after delivery of
such statement; Tenant will pay such excess shown to be Que by
said statement as additional rent. The official tax bill and
the statement submitted by Landlord shall be sufficient
evidence of the actual real estate taxes and assessments. If
at any time or times Landlord receives notice of an increase in
the assessment or tax rate, Landlord may adjust the amount of
the monthly installments thereafter due trom Tenant an account
of its proportionate .hare of real estate taxes and assessments
by increaSing such installments by an amount equal to
one-twelfth (1/12th) of the excess, if any, of Tenant's
estimated share of such real estate taxes and assessments over
the real estate tax charge then due from Tenant hereunder.
- 15 -
provided, however, that Tenant shall be required to ~ake the aforesaid
repair. , repllcsments only if (i) the item requiring re~llr or replacement
i. not covered by . warranty aiven by landlord for landlord'. work or .uch warranty
hat expired or (Ii) the repair or replac..ent i, not n,c",itated due to the
n'alia.nt p.rformanc. or in'tallation of Landlord', vork.
ARTICLE XI
REPAIRS
SECTION 1101.
Landlord will keep the r~l and the exterior walls of
the d.~i.ed pre.is.s, in proper repair, excepting any work done
by Tenant, any glass, doors, door closer. or frames, and
excepting any work done by Tenant and work required by reason
of Tenant's negligence or .1suse of the demlsea pr~mi.e.,
provided that in each case Tenant shall hav. given Landlord
prior written notice of the nece.sity of such repairs. Thv
repair or replacement of work done by Tenant, glass, doors,
door closer. and frames and damage caused by Tenant's
negligence or misuse of the de~lsed premises ahlll be the
responsibility of and shall be done by the Tenant. Tenant will
also make all necessary repairs and replace.ents in order to
keep the interior of the demised premises, ~e9.~~el wi~~ III
~ :' ~ p~ ~.:' ~:"':9 :1r~~ft~I.I^ftl~q aftA ^.h-l
:e::s:i::l' iAG::lll~ieRI ,~..iiR, r.11 doors, door closers and '~~~~~~:nl
frames, all plate glass and door and window gll11 fumes and limitation
all fixtures, e ui ment and stock clean and in 004 order and
proper repair.
using materials and labor of kind and quality equal to the
original work, and will surrender the demised premises at the
expiration or earlier termination of this Lease in as good
condition as when received, excepting only deterioration caused
by ordinary wear and tear and damage by accidental fire or
other casualty of the kind insured against in standard poliCies
of fire insurance with extended coverage not caused by Tenant,
ts agents, emp oyees an lnv ~es; Bunp' II ~...iAdlg"e
pud'.., Landlord shall have ~e obligation to repair, replace,
maintain, alter or modify the ""i". pUlllilu ;r u~. FH'"
'here,f, Ir afty plumbing, heating, electrical, air-conditioning
or other mechanical installation " '.WiPllllftt therein 1ft' 'hi
la~e shall ~e 'he respsnsieility sf 'he Teftaftt. Under no
circumstances shall Landlord be obligated to repair, replace or
maintain any plate glass or door or window glass, frames or
door covers and Tenant shall at all times carry in a reputable
company, full coverage insurance on all plate glass in the
demised premises and shall cause prompt replacement if chipped,
cracked or broken, .aid policy or a certificate thereof shall
be deposited with Landlord and shall provide that it Ihall not
be cancelled or modified for any reason without at lent twenty
(20) days prior notice thereof to Landlord. Anything herein to
the contrary ~otwithstanding, any work or alteration made by
tenant to the roof, exterior walls or affecting the structural
integrity of the building of which the demised premises are I
part (even if with Landlord's consent) shall release and
discharge the Landlord of and from any duty Landlord may have
to keep and maintain the same in good ~rder and repairl and
Tenant agrees to be solely responsible for and thereafter to
repair and to .aintain the roof, extftrior walls and the
structural integrity of the building to or on which Tenant has
caused any work to be done or alteration made. No holes are to
be cut through the roof without Landlord's prior written
consent. In the event any holes are required to be cut in the
roof, Tenant will engage Landlord'. roofing contractor or any.
roofer approved by Landlord'. bonding company, to flash and
patch such holes so .a to maintain the validity of Landlord'.
roof bond and responsibility thereunder.
;~O~ld any o~ the above listed items be damaged as a result of Tenant's negligence
I a r~su t of the negligence of any customer of tenant then tenant shall,
at tenant s expense, repair and replace such damaged item.
- Hi -
"
which consent shall not be unreasonably withheld provided such cost of l~provements
do.. not .~c..d the amount of ani thousand ($1,000.) and luch 1.prov...ht. ar. consi.te
with the d.sl,n Ita~dlrds ..t by the Ihoppin, clnt.r.
AITICLE XII
TENANT'S lIGHT TO MAl! ALTERATIONS
SECTION 1201.
T.nant .hall not .ake any alterations, improv.ments or
additiqns to the de.i..d pr..ises during the term of this L.a..
or any .xt.nsion or r.newal ther.of without fir.t obtaining the
writt.n cons~nt of Landlord. Tenant shall not cut or drill
into, or secure any fixture, apparatu. or equipment of any kind
to any part of the demised premis~. without first obtaining the
wr ns n ndlord All alt rations im rovements and
a tons aa e y Tenant a. aforesaid s a rema n upon e
premis.s at the expiration or earlier termination of thi. Lease
and shall become the property of Landlord, unless Landlord
shall, prior to the expiration or termination of this Lease,
have giv.n written notice to Tenant to remove the .a.., in
which event Tenant shall remove .uch alteration., improvements
and addition. and restore the premi.es to the same good order
and condition in which it was at the commencement of this
Lease. Should Tenant fail 10 to do, Landlord may do 10,
collecting, at Landlord's option, the cost and expense theLJof
from the Tenant as additional rent.
with the exception of tenant's trade'
fixtures
SECTION 1202.
Tenant shall at all times maintain fire insurance with
broad for. all risks extended coverage endorsement insuring tne
interest of Landlord, Agent and of Tenant in companie.
acceptable to Landlord at all times and in an amount acceptable
to Landlord at all times as adequate to cover the full costs of
replacement of all such alterations, additions, improvements or
changes in the event of fire or extended coverage loss. T.nant
shall deliver to the Landlord certificates of such fire
insurance coverage, and such policy shall contain a clause
requiring the insurer to give tne Landlord twenty (20) days'
prior notice of cancellation. Tenant shall deliver to Landlord
new or renewal insurance certificates twenty (20) days prior to
termination or cancellation of the prior policy.
ARTICLE XIII
AFFIRMATIVE COVENANTS OF TENANT
SECTION 1301.
Tenant thallI
Ii) Comply with any and all current or future
requirements of any of the co~stituted public authorities, and
with the terms of any State or Federal statute or local
ordinance or regulation applicable to Tenant or its use or
occupancy of the demised premises, and save Landlord harmless
from penalties, fines, costs, expenses or damages resulting
from failure to do 801
(ii) Give to Landlord prompt vritten notice of any
accident, fire or damage occuring on or to the demised premisesl
(iii) Load and unload goods at .uch times in the
areas and through such entrance a. may be designated for such
purposes by Landlord. Such trailers or trucks shall not be
permitte~ to re.ain parked, overnight, in any area of Shopping
Center, _nether loaded or unloaded,
- 17 -
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AITICLI XIV
NEGATIVE COVENANTS or TENANT
IBCTIOH 1401.
Tenant .hall not do any of the fOllowing without the
prior con.ent in writing of Landlordl
(1) U.e or operate any machinery that, in Landlord'.
opinion, i. harmful to the building or di.turbing to other
tenant. in the building of which the demi.ed premi.el i. a
part, nor .hall Tenant u.e any loud Ipeakers, televi.ions,
phonograph., radiol or other devices in a .anner .0 as to ~e
h.ard or seen outside of the d.mi..d premil'., nor di.play
..rchandi.. on the .xterior of the demis.d premi.e. eith.r for
lal. or for promptional purpo.e.,
(ii) Do or suffer t~ be don., any act, matter or
thing objectionable to the fir. insurance companies whereby the
fir. insurance or any other insurance now in force or hereafter
to be placed on the de~ised premises or any part thereof, or on
the building of which the demised pre~ises may be a part, shall
become void or luspended, or wher.by the same shall be rated as
a more hazardous ri.k than at the date when Tenant receives
po.se..ion hereunder. In ca.e of a breach of this covenant, in
addition to all other remedies of Landlord hereunder, Tenant
agree. to pay to Landlord al additional rent any and all
increase or increases of pre~iums on insurance carried by
Landlord on the de~ised pre~ises, the Shopping Center or any
part thereof, caused in any way by the occupancy ot Tenant!
(iii) Attach any awning, antenna or other projection
to the roof ~r the outside walls of the de~ised premises or the
building of which the demised premises are a part!
(iv) Conduct any auction. fire, bankruptcy, or
..lling-out lale on or about the de~ised premises!
(v) B. open for bUliness on any Sunday unless the
Mall is opened and operated by Landlord!
(vi) If Tenant is a corporation, merge with another
entity or liquidate or dissolve! nor .hall control of said
corporation change or be affected by the transfer of stock
except by reason of death of a Shareholder!
(vii) Execute or deliver any .ecurity interest in any
trade fixtures or other property placed upon the demised
premise. at any time! and
(viii) Solicit husiness or distribute any handbills
or other advertising ~atter in the common areas of the Shopping
Center;
Name.
prov.ded. however, that Landlord hereby agrees, upon written request of Tenant.
to subordinate Landlord's lien in Tenant's trade fixtures to perfected security
interests of third parties therein;
(il) Operate unaer any name other than Tenant'. Trade
- 19 -
at a time which will le.at inconvenience tenant or interrere with ita normal
bu.ine.. operation. (.xcept in c.... of ..erl.ney)
ARTICLI XV
SIGNS
SICTION 1501.
Tenant shill not pllce, Ilter, exhibit, indcribe,
plint..or affix any sign, awning, clnopy, advertisement, notice
or other lettering on any part of the outside of the demised
pre.ises or of the building of which the demised premises is Q
part, or in.ide the demised premises if vilible from the
out.ide, nor paint anf brick or stonework, cornice work, mill
work or iron work, without fir.t obtaining Landlord'. written
approval thereof, Ind Tenant further agrees to maintain such
sign, awning, canopy, lettering, etc., a. may be approved in
good condition Ind repair at all times, Ind repair III damage
to the demis.d pre.ise. that is clused by the instlllltion,
.Iintenance or removal of such .ign., lettering, etc. Tenant
shill coaply with the sign specifications attached hereto as
Exhibit "C" and made I part hereof.
ARTICLE XVI
RIGHTS OF LANDLORD
SECTION 1601.
Landlord reserves the following right. with respect to
the demised premisell
(i) At all reasonable ti.es, by itself or its duly
authorized agents, e.ployees and contractors to go upon and
inspect th~ de.ised premises and every part thereof, to enforce
or carry o~~ the provisions of this Lease, at its option
make repairs, alterations and additions to the demised prelaisu
or the building of which tlle dendsed premisell are a pll'l:, tu
perform any defaulted obligation Tenant or for any other
purposesl
,
(ii) To display I "For Sale" sign at any tiae, and
also after notice frOG either party of intention to terminate
this Lease, or at any time within five (5) months prior to the
expiration of this Lease, a "For Rent" sign, or both "For RentW
and wFor Sale" signs, and all of said signs $hall be placed
upon such part of the demised pre.ises as Landlord shall
require, except on display windows or doors leading into the
demised premlses. Prospect.ive purchasers or tenants authroized
by Landlord may inspect the premises at reasonable hours at any
tim.,
(iii) To install or place upon, or affix to, the roof
and exterior walls of t~e demised premises equipment, signs,
displaYl, antenna, and any other object or structure of any
kind, provided the same shall not materially impair the
structural inte9rity of the building or interfere with Tenant's
occupancy I
(iv) At any time and from tia. to time to make
Ilterltions, or additions, to, Ind to build additional stories
on, the building in which the pre.iles Ire contained, and to
build adjoining the same. Landlord al.o reserves the right to
construct other or add to other building. or improvements in
the Shopping Center, and to permit others to do so to do so,
from time to ti.e,
- 20 -
,0
(v) To discontinue any and all facilities furnished
and ser,ices ~.ndered by Landlord not expre..ly oonvenanted for
herein, it being under.toed th~t they constitute no part of the
oon.ideration for this Lease,
(vi) At any ti.e and fro. ti.e to time to use all or
any part of the roof and exterior walls of the de.i.ed pre.i.e.
for any purposes, to erect scaffolds, protective barriers and
oth.r aids to construction on, around and about the exterior of
thede.l.ed pre.ls.s, provided that access to the demised
premis.s shall not be completely denied, to enter the demi.ed
premis.. to shore the foundations and/or walls thereof and/or
to I~stall, maintain, us., repair, inspect and replace pipes,
ducts, conduits and wires leading through the demised premises
and serving other parts of the Shopping Center in locations
which do not materially interfere with Tenant'. Use thereof.
Tenant further agrees that La~dlord may make any use It desires
of the side or rear walls of the demised premise., provided
that there shall be no encroaohment upon the Interior of the
demised premises!
(vii) If an excavation shall be made or authorized to
be mad. upon land adj.cent to the premises, Tenant shall afford
to the person causing or authroized to cause such excavation
license to enter upon the premiees for the purpose of doing
such work as Landlord shall deem necessary to preserve the wall
or the building of which the premises form a part from injury
or damage and to support the same by proper foundations,
without any claim for damages or Indemnification against
Landlord or diminution or abatement of rent!
(viii) Landlord shall not be liable in any such case
for any inconvenience, disturbance, loss of business or any
other annoyance arising from the exercise of any or all of the
rights of Landlord in this Section 1601!
lix) The purpose of the plan hereto annexed as
Exhibit lAW is solely to show the approximate location of the
demised premises. Landlord hereby reserves the right at any
time and from time to time to make Changes or revisions in such
pl~n, including, but not limited to, additions to, subtractions
from, and/or relocations or rearrangements of, the buildin9s,
parking areas, and other Common Areas shown on such plan!
provided only that the size of the demised premises, and
reasonable access thereto shall not be substantially impaired'l
(x) Landlord reserves the right to sever the
ownerShip of or title to the various sections of the Shopping
Center and/or to place separate mortgages on said sections of
the Shopping Center and/or to place separate mortgages on said
sections, in which case the right of Tenant and other tenants
in the Shopping Center will be preserved by a writt~n
deClaration o~ agreement, to be executed by Landlord and duly
recorded, creating mutual, reciprocal and interdependent rights
to use the parking and other common areas and the utilities and
faCilities needed for the full use and enjoyment of the demised
premises by Tenant and other tenants or occupants in the
Shopping Center without impairing any of the duties and
obligations of Landlord to Tenant under this Lease. Tenant
s~al~ exe?ute from time to time such instruments reasonably
r.qulred oy Landlord and its mortgag~e to effectuate the
prOVisions of the Section l601(x)! and
(xl) If during the last month of the term of this
Lease or any renewal or extension thereOf, Tenant shall have
- 21 -
and the POSitional relationship of the demised premises to the department. store
will not be changed; no change will be made tn the size or shape of the demised
premises ~fter completion of construction;
"
. re.oved III or sub.tantilll, all of T.nant', prop.rt, froll the
dellhed pr..he., Landlord lIa)', pr ior to the e.pi u tion or
ter.ination of the ter. of this Lea.e, without rel.a.ing Tenant
froll any of Tenallt'. obligation. pursuant to thh L....,
including, without lillttation, Tenant'. obligation. to repair
and r..tore the demi.ed premi.e. and to pa, the full rent and
other su.. due hereund.r, immediately enter upon the demi.ed
pr.mi,e. and alter, r.novate and decorate the aam..
ARTICLE XVIJ
DAMAGE TO PREMISES
SEC'tION 1701.
If the demi.e. premise. shall be damaged by fir. or
oth.r in.ured ca.ualt" not due to Tenant's negligence, but are
not ther.by rendered untenantable in whole or in part, Landlord
.hall promptl, at it. own expen.e cau.e .uch damage to be
repaired, and the ~inimum annual rent shall not be abated. If
by rea.on of any .uch OCcurrence, the demi.ed premi.es .hall be
rendered untenantable only in part, Landlord .hall promp.:y at
its own expense cause the damage to be repaired, and the
minimum rent meanwhile shall be abated proportionately as to
the portion of the demised premises rendered untenantable. If
the demised premises shall be rendered wholly untenantable by
realon of luch OCcurrence, the Landlord .hall promptly at its
own expense cause such damage to be repaired, and the minimum
rent meanwhile .hall be abated in whole, provided, however,
that Landlord 'hall have the right, to be exercised by notice
in writing delivered to Tenant within lixty (60) days from and
after .aid occurrence, to elect not to reconstruct the
destroyed premises, and in such event this Lease and the
tenancy hereby created shall cease as of the date of sai~
occurrence, the rent to be adjusted as of such date.
Landlord'. obligations hereulldet shioll lit: limited t:. the
building shell and work originally done by Landlord at
Landlord's cost. Tenant shall properly insure the demised premises against loss or
damage by fire or other ~asualty for store construction performed by Landlord on
page 8-l4A, paragraph 2 contained herein.
ARTICLE XVIII
INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE
SECTION 180 . Unless caused by negligence of Landlord, its agents, employees,
contractors and sub-contractors
Ten~nt will indemnify Landlord and save it harmless
from and against any and all claims, Ictions, damages,
liability and expense in connection with 10ls of life, per.onal
injury and/or damage to property occurring in or about, or
arising from or out of, the demised premisel and adjacent
lidewalks and loading platforas or area. or occalioned wholly
or in art b an act or omission of Tenant, its agents,
contractor., customer. or emp oyees-1 Tenant .hall keep in
fOrce at its own expense public liability insurance in
companies at all times acceptable to Landlord sufficient to
COver such indemnification and naming as insured. Landlord,
Agent and Tenant, (and, upon request, ,ny other party named by
Landlord) and containing an expre.. waiver of any right of
lubrogltion again.t Landlord and other named in.ured.
designated b{ Landlord, with .inimull limit. of rive Hundred
Thousand Dol arB ($500,000) on account of perlonal injuries to
or death of one per.on, and One Million Dollarl ($1,000,000) on
account of per.onal injuries to or death of .ore than one
prOvided that such claim or 105. is not caused by the negligence of the Landlord..
- 22 -
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_ 1') -
.
.
.
..xt.nalon th.r.of, provid.d T.nant .hall not at .uch ti.e be In
d.fault und.r .ny covenant or agr....nt contain.d in this
L....' and provid.d furth_r, th.t in the .vent of .uch r.~oval
T.nant .hall pro.ptly r.ator. the pr.mi.e. to th.ir origin.l
ord.r .nd condition. Any .uch trade fixture. not removed at or
prior to auch termination .h.ll be and become the property of
L.ndlord. All i.provement. and fixtur.. in.t.ll.d by Tenant
oth.r than trade filtur..~including but not li.ited to,
.. ftg .qu pment, lLghtIng fixture., .ir-conditioning
.quipment, ator. front, ceiling, wall tr.atment, floor
covering, plumbing and .lectrical .y.tems and fixtures, whether
or not in.talled by Tenant, .hall not be removable at or before
the expiration or earlier termination of this Lea.e or at the
expiration of any renewal or extension thereof, and shall
beco.e the property of Landlord without any compensation
therefor to Tenant.
Itor.front .ign ,nd oth.r it....
ARTICLE XXI
ASSIGNING, MORTGAGING, SUBLETTING
SECTION 2101.
Tenant shall not assign, mortgage, pledge or encumber
t~is Lease, in whole or in part, or .ublet the whole or any
part of the demised premises, or permit the use of the whole or
any part of the demised premise. by any licensee or
concessionaire, without first obtaining the written consent of
Landlord. This prohibition shall be construed to include a
prohibition against any assignment or subletting by oper4tion
of law. In the event of any such assign.ent, subletting,
licensing or granting or a concession, made with the written
consent of the Landlord a' aforesaid, Tenan~ ~ill nevertheless
remain liable for the perf~rmance of all the t:erms, conditions,
and covenants of this Lease. Any pp.~mltted assignment or
subletting .hall be by agreement in form and content acceptable
to Landlord. If Tenant is a corporation, and if control
thereof or of its parent changes at any time during the term
hereof, Landlord, at its option, may, by giving .ixty (60) day.
prior written notice to Tenant, declare .uch change a breach of
this Lea.e. Landlord hereby consent. to the assignment of this
Lease or the subletting of the demised premises to a wholly
owned subsidiary of Tenant, .ubject to the provisions above
respecting continued liability of Tenant and the form and
substance of the agreement. If any assignment or subletting
involves a c~ange of use, Landlord may condition its approval,
inter !l!!, upon a revision of the percentage rent rate as may
be appropriate for such different use.
ARTICLE XXII
SUBORDINATION
SECTION 2201.
Thi. Lease, upon request by Landlord, shall be
automatically subj.ct and subordinate to any and all
non-occupancy luses, .ortgagu or deed. of trust (collectively
called -Mortgages-) now or hereinaft.r placed upon the Shopping
Center, or any part thereof, and to all future modification.,
consolidations, replacement., exten.ion. and renewals of, and
all amendment. and supplements to said Mortgage..
Notwithstanding .uch subordination, as afore.aid, this Le..e,
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"
except .s otherwi.e hereinafter provided, .hal1 not terminate
ocbt dive.ted by foreclo.ure or other default proceeding.
under said ~ortgages or obligations aecured thereby, and Tenant
shall attorn to .nd recognize the Le.sor, Mortgagee, Trustee or
the purchaler at the foreclosure eale in the event of such
foreclosure or other default proceeding, as Tenant's Landlord
for.the balance of the term of this Laale, subject to III of
the term. and provision. hereof. Such Lessor, Mortgagee or the
purchaaer at .aid foreolosure sale ehall not bel
(iii)
Liable for any act or omi.sion of Landlord,
Subject to any offsets or defenses which Tenant
might have against Landlord!
Bound by any rent or additional rent which Tenant
may have paid to t.ndlord for more than the
current month! and
(iv) Bound by any amendment or modification of this
Lease made without its consent.
(i)
(ii)
SECTION 2202.
Notwithstanding the attornment agreements hereinabove
set forth, the beneficiary of any such attornment agreements
may elect to declare said attornment provisions to be null and
void and of no force and effect.
SECTION 2203.
Tenant agrees to execute, acknowledge and deliver any
and all documents required to effectuate the provisions of this
Article XI'
SECTION 2204.
Tenant agrees to give any such Lessors, Mortgagees
and/or trust deed holders by registered mail a copy of any
notice of default served upon the Landlord, provided that prior
to such notice, Tenant has been notified in writing (by way of
Notice of Assignment of Rents and Leases, or otherwise) of the
address of such Lessots, Mortgagees and/or trust deed holders.
Tenant further agrees that if Landlord shall have failed to
cure such default within the time provided for in this Lease,
then such Lessors, Mortgagees and/or trust deed holders shall
have an additional 60 days within which to cure such default or
if such defauit cannot be cured within that time, then such
additional time as may be necessary to cure such default
(inClUding, but not limited to, commencement of foreclosure or
default proceedings, if necessary, to effect such cure) in
which event this Lease shall not be terminated while such
remedies are being so diligently pursued.
SECTION 2205.
In the event that Landlord, any mortgagee or proposed
mortgagee of the Shopping Center of which the demised premises
are a part, or any governmental or quasl-governmental body
contemplating the issuance of or having issued obligations with
respect to the Shopping Center of which the demised premises
are a part or any part thereof (the -Authority-), or any of
their respective counsel, shall deem Tenant to be a .ptincipal
user- (within the meaning of Section l03(b) (6) of the Internal
Revenue Code of l'S4, a. amended (the -Code.)) of any facility
N 2S -
with respect to wh~ch the Authority shall authorize the
issuance of or .ha11 have issued obligations intended to
qualify cnder said Section 103 (b) (6) of the Code, Tenant shall
provide, upon written request of Landlord from time to time (i)
a atstement of capital expenditures made by Tenant and related
persons (aB defined in Section 103 (b) (6) (C) of the Code) in the
county or incorporated municipality in which the d~mised
premiaes are located during the period beginning three (3)
years before the date of issue of the Obligation of the
Authority, and (ii) supplemental statements of capital
expenditures during the periOd endi~g three (3) years after the
date of such issue. Such statements of capital expenditures by
Tenant shall be made in a manner complying with the regulations
promulgated under Section 103 of the Code (which regulations
currently require, inter alia, the listing of dates and amounts
of each capital expenditurer-and shall also, where required by
such regulations, be filed with or submitted to the Internal
Revenue Service and/or the Authority.
ARTICLE XXIII
OFFSET STATEMENT
SECTION 2301.
Within ten (10) days /.Ifter request therefor by
Landlord, or in the event that upon any sale, assignment, lease
or hypothecation of the leased premises and/or the land
thereunder by Landlord, an offset statement shall be required
from Tenant, Tenant agrees to deliver in recordable form a .
certificate to any proposed Mortgagee, Lessor or purchaser, or
to to the Landlord, certifying (if such be the case) that this
Lease is in full force and effect and there are no defenses or
offsets thereto, or stating those claimed by Tenant.
ARTICLE XXIV
TRANSFER BY LANDLORD
SECTION 2401.
The term wLandlord" as used in this Lease means the
Owner, only for the time being, of fee title or a leasehold
estate in and to the demised premises. So long as all sums
held in escrow by Landlord are paid over to any transferee of
said premises'.or assignee of said leasehold estate, Landlord
shall be and is hereby relieved of all covenants and
obligations of Landlord hereunder after the date of transfer of
said demised premises or assignment of said leasehold estate,
as the case may be, and it shall be construed without further
Agreement between the parties that the transferee has assumed
and agreed to carry out any and all covenants and obligations
of Landlord hereunder from the date of such transfer.
ARTICLE XXV
CONDEMNATION
SECTION 2501.
Tenant hereby waives as to Landlord and the condemning
authority any aw~rd or damage or claim therefor for loss or
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-damlg. to 'J'enlnt IS the re.ult of the fltrCla. of the pow.r of
..in.nt dotain of .ny governmental body, whether such lo.s or
dlmag. r.sults frOM condemnation of part or all of the deml.ed
purd... or In~ portion of the parking ar.. or service
.ntrances and .xlts. Should any power of .minent domain be
.xercised after Tenant i. in posses. Ion, such exercise shall
not void or h:plir this Aguemut unless the amount of the
d.mi..d premls.. so taken is .uch I. to substantially impair
the u..fulness of the demised premises for the purpose for
which the same Ir. h.reby d.mlsed in which event .Ither party
may cancel this Lease by notice to the other within sixty (60)
days after po.seslion Is taken and the r.ntal h.rein provided
.hall abate (proportionately or entirely, as the case may b.)
as of the date poss...ion i. taken by the cond.mning authority.
ARTICLE XXVI
FIN~CING STATEMENT
SECTION 2601.
Subject to the proviao It the end of Section 1401 (vii),
Tenant shall not ent.r into, execute or deliver any
financing agreement that can be considered as a priority to any
lease, mortgage or deed of trust upon the demised pre~ises and,
in the event Tenant does 10 execute or deliver such financing
agreement, such action on the part of Tenant shall be
consider.d a breach of the terms and conditions of this Leas.
entitling Landlord to such remedies as are provided for
herein. Tenant agrees that Landlord shall have an express
contractual lien (in addition to any statutory lien) for the
performance of all of Tenant's obligations pursuant to this
Lease, upon all of the fixture., machinery, .quipment, goods,
inventory and personalty which are, or hereafter may be, ~laced
in or upon the demised pr<lmistlS.
ARTICLE XXVI I
SURRENDER AND HOLDING OVER
SECTION 2701.
Tenant, upon expiration or termination of this Leise,
either by lapse of time or otherwise, shall peaceably render to
Landlord the premises in broom-clea~ condition and in good
repair. In t~e event that Tenant shall fail to surrender the
premises upon demand, Landlord, in addition to all other
remedies availabl. to it hereunder, shall have the right to
receive, as liquidated damage. for all the time Tenant shall so
retain possession of the premises or any part thereOf, an
amount equal to twice the minimum and percentage rent specified
in this Lease, as applied to such period. If Tenant remains in
possession of the premises with Landlord's consent but without
a new Lease reduced to writing and duly executed, Tenant shall
be deemed to be occupying th~ pre~ises as a tenant at will,
subject to all the covenants, conditions and agreements of this
Leas., except that the th.n curr.nt minimum annual rent shall
be increased by 50' dur ing .uch per iod llut if a lease 1s executed within
thirty (30) days such penalty rent in excess of the rene agreed to in the 'new lease
shall be rebated.
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ARTICLE XXVUI
NOTICKS
SBCTION 2101.
Wherever in this Lease it shall be required or
per.itted that notice or demand be given or served by either
party to this Lease to one or the other, such notice or demand
shall not be deemed to have been duly given or served unless in
writing and either personally delivered or ~orwarded by
Certified Mail, Return Receipt Requested, postage prepaid,
addressed as followsl
TO THE LANDLORD ATI Suite 2634
1700 Market Street
Philadelphia, Pennsylvania lti03
'1'0 TIlE TENANT ATl
the address set forth in
Article I above.
Such addresses may be changed from time t~ time by either party
by serving notices as above provided.
ARTICLE XXIX
PERFORMANCE OF TENANT'S COVENANTS
SECTION 2901.
Tenant shall perform all agreements herein expressed
on its part to be performed, and will promptly upon receipt of
written notice of non-performance, thereo' comply with the
requirements of such notice, and further, if Tenant shall not
comply with such notice to the satisfaction of Landlord within
forty-eight (4B) hours after delivery thereof, (or if such
compliance cannot reasonably be completed within forty-eignt
(4B) hours, if Tenant shall not commence to comply within such
period and thereafter proceed to completion with due
diligence), Landlord may, at its option, do or cause to be done
any or all of the things specified in said notice, and in 10
doing Landlord shall have the right to cause its agents,
employees and contractors to enter upon the demised premises
d in su v t shall have 110 Uability to Tenant for any
lo.s or damage reSUlting n any way rom such action I and
Tenant shall.pay promptly upon demand any expense incurred by
Landlord in taking such action, any such sum to be collectible
from Tenant as additional rent hereunder.
unle$s I~C~ loss or da~at! Is caused by lhp neg\l~ence of such parties,
ARTICLE XXX
EVENTS OF DEFAULT
SECTION 3001.
The occurrence of any of the fOllowing shall
constitute an event of default bereunderl
(i) Failure of Tenant to commence business within the
time period specified by Article III hereof!
(ii) Discontinuance by Tenant of the conduct of its
business in the demised pre.isel,
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. .
(iii) The filing of a petition by or against Tenant
for adjudication as a bAnkrupt or insolvent, for its
reorganization or for the appointment uf a receiver or trustee
of Tenant's property! an assignment by Tenant for the benefit
of creditors! or the taking of possession of the property of
Tenant by any governmental officer or agency pursuant to
statutory authority for the dissolution or liquidation of
Tenant,
(iv) Failure of Tenant to pay when due any
installment of rent hereunder or any other sum herein required
to be paid by Tenant!
(v) Vacation or desertion of the demised premises or
permitting the lame to be empty and unoccupied I
(vi) Tenant's removal or attempt to remove, or
manifesting an intention to remove Tenant's goods or property
from or out of thc demised premises otherwise than in the
ordinary and usual course of business without having first paid
and satisfied Landlord for all cent which may become due during
the entir~ term of this Leabe!
(vii) Tenant's failure to perform any other covenant
or condition of this Lease within twenty (20) days after
written notice and demand, unless the failure is of such a
character as to require more than twenty (20) days to cure, in
which event Tenant's failure to proceed diligently to cure such
failure shall constitute an event of default; and
(viii) Failure of Tenant to comply with Section 2701
hereof.
AR.TICLE XXXI
RIGHTS OF LANDLORD UPON DEFAULT BY TENANT
SECTION 3101.
In the evcnt of occurrence of an event of default
hereunder:
(i) The whole rent for the balance of the term of
this Lease, as hereinafter computed, or any part thereof, at
the option of the Landlord, shall immediately, without act or
notice, becom~ due and payable as if by the terms of this Lease
the same were payable in advance! and
(ii) Landlord may immediately proceed to distrain,
collect or bring action for the whole rent or such part thereof
as aforesaid, as being rent in arrears, or may enter judgment
therefor in an amicable action al herein elsewhere provided for
in case of rent in arrears, or may file a Proof of Claim in any
bankruptcy or inSOlvency proceedings for such rent, or Landlord
may institute any other proceedings, whether similar to the
foregoing or not, to enforce payment th-.reof.
SECTION 3102.
Rent for each year for the balance of the term after
the happening of any event of default for the purpose of
computing the whole rent for the balance of the terN of this
Lease. under Section 3101 and 3105 hereof shall be computed as
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.
'equal to the y.arly av.rage if the .ini.ua and p.rc.ntage rent
payabl. bf T.nant pur.uant to Articl. VI of this L.a.. for the
la.t thr.. (3) full l.a.. year. i...diately pr.c.ding .aid
.v.nt of d.fault, plus (th. following h.rein ref.rred to al
.AddedCharge..) T.nant'. .har. of r.al e.tate taxe., due. to
the M.rchant,' A.lociation, in.uranc. charg.s and co.t. of
operation of the Shopping Center and ..intenance of the common
area. ~nd faciliti.., payabl_ for the current applicable year.
If the amount of Add.d Charg.. for the curr.nt applicable year
ar. not th.n available, then Tenant'. .hare of Added Charge.
payabl. for the preceding year .hall b. uaed in the computation
of annual r.nt. If le.. than three (3) full lea.. y.ar. hay.
pr.c.ded the occurr.nce of .aid event of default, then the
annual average of ainimum and percentage rental theretofore
r.quired to be paid by T.nant shall b. us.d in the computation
of annual Clnt.
SECTION 3103.
consiltenlt With due procesl of llw
AI long al the whole rent or any part thereof .s
aforesaid emain. unpaid, the Landlord may, at any time
re-enter and re-po.se.. the de.is.d premi.e. and any
part thereor and attempt to relet all or any part of .uch
demised premises for the account of Tenant tor luch rent and
upon such terms and to such personl, firm. or corporations and
for such per iod or per iod5 as Landlord, in itl lole Idi sc re tion,
Ihall determine, including the term beyond the 'termination of
this Leas., and Landlord .hall not be required to acc~pt any
tenant offered by Tenant or ob.erve any in.truction given by
Tenant about such reletting, or do any act or exercise ant care
of diligence with respect to such reletting or t~ the
mitigation of damages. For the purpose of such reletting,
Landlord .ay decorate or make repairs, changel, alterations or
additions 'n or to the demised premises to the extent deemed by
Landlord de.irable or convenient, and the cost of .uch
decoration, repairs, changes, alterations or additions shall be
charged to and be payable by Tenant as additional rent
hereunder, as well as any reasonable brokerage and legal fees
expended by Landlord, and any lums collected by Landlord from
any n.w tenant obtained on account of the Tenant Ihall be
cr.dited againlt tho balance of the rent due hereunder a.
aforuaid.
but comm-
ercially
reasonabl
SECTION 3104.
At any time after any event of default shall occur and
remain uncur,d, Landlord, at it. option, may serve notice upon
Tenant that this Lease and the then unexpired term hereof Shall
c.ase and expire and become absolutely void on the date
.pecified in such notice, to be not less than five (S) days
after the date of such notice, and thereupon, and at the
expiration of the time limited in .uch notice this Lease and
the term hereof granted, .s well a. all of the right, title and
interelt of the Tenant hereunder, .hall wholly cea.e and expire
snd become void in the same manner and with the lame force and
effect (except as to Tenant's liability) as if the date fixed
in luch notice were the date herein specified for expiration of
the ter. of this Lease. Thereupon, Tenant Jhall i....diat.ly
quit and lurrende. to Landlord the demised premise., including
any and all buildingl and improvementl th.r.on, and Landlord'
may .nter into and repos.... the demi.ed pre.i.e. by .ummary
proceedings, detainer, ejectment or otherwi.e, and remove all
occupant. thereof and, at Landlord'. option, any property
therton.wikha..l I>.!uv ll.Dl. ~u ludl",ug.nl;" )'I.\I.v'"'~t161. ~.
.......ag... '1I....1'r
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'S.CTXON nos.
In the event of hr.in.tion of thh Lea.e, at .
Landlord'. option, Tenant ahal1 pay to Landlord all rental and
other charge. payable hereunder due and unpaid to the date of
t.rmination, ,.,e.h.. wl'k ll.~i.a\G' 'A.'t~S in aR ...y~t
.,ual ,. ~"."~rUH IU'1 ...........1. I. 'h. lI.laRal If U.... "'"
a,,' Aid.." el,.,,,.. required to be paid under this Lea.. from the
date of .aid ter.ination to the end of the terN of this Le...,
a. if the saIDe had not been terminated, 'he sa'" "1lI~ tv. t.l..
INH
computed in the .a.e mann.r a. provided in Sec 02
hereof. Xn the event .ny judgment has be tered again.t
Tenant for any amount in exce.. of th al amount required to
be p.id by Tenant to Landlord he er, then the damage.
a......CS under .aid jucSgment 1 be re-...e.sed .nd a credit
9ranted to the e.tent of d .xc..s. Th. partie. hereto '
acknowledge that the ages to which the Landlord i. entitled
in the event of each of this Lease and termination by
LandlorcS are easUy computed and are .ubject to _any
vari.bl. tor.. The partie. hereto have agreed to the
liquid d damages as herein provided in order to avoid
ex ed litigation in the event of default by Tenant and
SECTION 3l06'rand after notice thereof and failure of Tenant to cure such default
_ within the time required hereunder.
Upon the occurrence of any event of default I a.
.foresaid, then Landlord or .ny person acting under Landlord
consistent with due process of law:
(i) May enter the premises and without further oemand,
proceed by distress and sale of the goods there found to levy
the rent, all other charges herein payable as rent, and all
cost. and officers' commissions, including watch~en's wages,
and further including the five (5') percent chargeable by the
Act of Assembly to L'ndl~r~, shall te paid by the Tenant, and
that, in such ease, all costs, officers' commissions and otner
charges shall immediately attach and become a part of the claim
of said Landlord for rent, and any tender of rent without said
cost. made after the issue of a warrant of distress shall not
be .ufficient to satisfy the claill of said Landlord. Tenant
hereby expre..ly waiv,s the benefit of all laws now made or
that IDay hereafter be made regarding any lillitation in Which
distress is to be made after removal of goodS. Tenant waives
in favor of Landlord all right. under the Act of Assembly of
April 6, l'Sl, P.L.6' Art. V., Sec. 501, and all .upplements
and amendment. thereto that have been or may hereafter be
passed, and authorizes the sale of any goods distrained for
rent at any time after five (S) days from said distraint
without any appraisement and/or condemnation thereof, .nd/or
(ii) May re-enter and repossess the demised premises
btealcill' "111 luhd 'eeu, if II..IUIIY, all' lay "U II -"vlt
foree as necessary to effect .uch entrance ~Otlt 6e1ng liable
to any action or pro.ec~ion,for such entry or the manner
thereof, nQl-shalr-tanolord be liable for the loss of any
ik"'r-' '" <Ipo.r1 tile ,Ullilts .' wirh due process ot' law-
SECTION 3107.
If proceedings shall be commenced by Landlord to
recover pos.e.sion under the Act. of A.8e~bly, .ither at the
end of . term or upon the occurrenc~ of any event of default,
Tenant expre..ly waives all rights to notice in exce.. of five
(5) day. required by any Act of Assembly, including the Act of
- 31 -
December 14, lB63, the Act of April 3, 1830 and/or the Act of
April 6, 1951, and agrees that in ei~her or any such case five
'(5) days' notice shall be sufficient. Without limitation of or
by the foregoing, the Tenant hereby waives any and all demands,
notice. of intention and notices of action or proceedings which
may be r.quired by law to be given or taken prior to any entry
or re-entry by summary proceedings, ejectment or otherwise, by
Landlord, except au hereinbefore expressly provided with
respect to the five (5) days' notice and provided further that
this shall not be construed as a waiver by Tenant of any
notices to which this Lease expressly provides Tenant is
entitled.
SECTION 310B.
In the event of a termination of this Lease, prior to
the date of expiration herein originally fixed, whether by
reason of service of a notice as provided herein terminating
this Lease or by reason of entry or re-entry, summary
proceedings, ejectment or other of law, Tenant hereby waives
all right to recover or regain possession of the demised
premises, to save forfeit~re by payment of rent due or by ot~er
perfotmance of the conditions, ter~S or provisions hereof, if
su~h ter~i~ation occ~rred by reason of any failyre in
performa~ce hereof, and without limitation of or by the'
foregoing, Tenant waives all right to reinstate or redeem this
Lease notwithstanding any provislons of any statute, law or
decision now or hereafter in force or effect, and Tenant waives
all right to any second or f~rther trial in summary
proceedings, ejectment or in any other action provided by any
statute or decision now or hereafter in force or effect.
SECTION 3109.
The words "entry" and "re-entry" as use~ in this Lease
shall not be deemed restricted to their technical legal ~eaning.
SECTION 3110.
either party after proper notice
In the event of a breach or threatened breach by either party
1',..al'lt of any of the agreements, conditions, covenants or terms
hereof l)R4'gt~ hall have the right of injunction to restrain
the same and the right to invoke any remedy allowed by law or
in equity whether or not other remedies, indemnity or
rei bursements are herein provided. The rights and remedies
given to Landlora in this Lease ar~ distinct, separate and
cumulative remedies, and that no one of them whether or not
exercised by Landlord'lshall be deemed to be in exclusion of
any of the others.
and tenant ,)r tenant
SECTION 31ll.
If rent or any charges hereby reserved as rent, or
liquidated damages, or any other sum payable hereunder, shall
remain unpaid when the same ought to be paid, Tenant hereby
empowers any prothonotary or attorney of any court of record to
appear for Tenant In any and all actions which may be brought
for rent, liquidated damages or ot~er charges or ex?enses
agreed to be paid by Tenant hereunder and to sign for Tenant an
agreement for entering into any competent court and amicable
action or action, for the recovery of ~ent, liquidated damages
or other charges or expenses, and in said suits or in said .
amicable action or actions to confess judgment against Tenant
for all or any part of the rent including, at Landlord's
option, the rent for the entire unexpired balance of the term
- 32 -
. of this L...., oo.putod as aforesaid, and any other chuges,
paym.nts, costs and .x~enses r.serv.d as rent or agre.d to b.
paid by the T.nant, as well a. liquidat.d da.ages, ahd for
interest and costs tog.ther with an attorn.y's commission of
five (5') percent th.reof. Said authority shall not be
.xhausted by one exercise th.r.of, but jUdgment may b.
confes..d a. aforesaid fro. tiae to time and as often as any of
said t.nt or other charg.. reserv.d as r.nt or liquidated
damages shall fall due or be in arrears, and such povors may bl
exercised as well aft.r the expiration of the original term or
during any extension or r.newal of this L.as..
SECTION 3112.
In the ev.nt that, and when, the L.ase shall b.
d.termined by ter., covenant, limitation or condition broken,
as afor.said, either during the original t.r. of this Llase, or
any extension ther.of, and also when and as loon a. the ter.
hereby created, or any extension thereof shall have expired, it
.hal1 be lawful for any attorney as attorn.y for Tenant to sign
an agreement for entering in any competent Court an amicable
action and judgment in ejectment, vithov. any stay of execution
or appeal against Tenant and all persons claiming under T.nant
for the recovery by Landlord of possession of the herein
demised premises, without any liability on the part of the said
attorney, for which this Lease shall be a sufficient warrant,
whereupon, if Landlord so desires a writ of possession with
clauses for costs may issue forthwith without any prior writ or
proceedings whatsoev.r. If for any reason after such action
has been commenced the same shall be determined and the
possession of the premises hereby demised remain in or be
restored to Tenant, the Landlord shall h~~e the right to any
subsequent default or defaults t.o bring one or more further
amicable actions in the manner and form 'ereinbefore set forth,
to recover possession of said premises fo.: such subsequent
default. No such determination of this Lease nor taking, nor
recovering posseSSion of the premises shall deprive Landlord of
any remedies or action ag a9ainst Tenant for rent or for
damages due or to become due for the breach of any condition or
covenant herein contained, nor shall the bringing of any such
action for rent, or breach of covenant or condition nor the
resort to any other remedy herein provided for the recov.ry of
rent or damage for such breach be construed as a waiver of the
right to insist upon the forfeiture and to obtain possession in
the manner herein provided.
SECTION 3113.
In any amicable action of ejectment or for rent in
arrears, Landlord shall first cause to be filed in such action
an affidavit made by it or someone acting for it setting forth
the facts necessary to authorize the entry of judgment, of
which facts such affidavit shall be conclusiv. evidence, and if
a true copy of this Lease be filed in such action, it shall not
be nece~sary to f~le the original as a warrant of attorney, any
rule of court custom or practice to the contrary
notwithstanding.
SIlIW I 9t1 lUt.
by or in
attorney
and Tena
any court or Magistrate by
contained in t ,
a e an appeal,
vi
otherwis.,
cert1()uri,
w.rs of
shall b. final,
writ of error,
- 33 .
r.l.a... to Landlord and to any and all attorney. who
app.ar for Ten.~t all .rror. in the .aid proceedin . Tenant
.apr..lly waive. the bene,its of law, now or fter in
forc., exempting Iny ~oodc on the demi..d mis.., or
.l..wh.r. from di.traint, l.vy or .al any legal proce.dings
tak.n by the Landlord to .nforc. right. und.r this Le....
T.nant'further waive. the rl 0 d.lay execution on any real
e.tate that may b. l.vi. on to collect any amount which may
b.come due und.r the ms and condition. of this L.ase, and
doe. hereby w.iv y right to have the s.me .ppr.i.ed and
authoril's t rothonotary to .nt.r a Writ of Execution or
other pr . upon Tenant'. voluntary waiver, .nd further
agr. h.t the .aid real ..tat. may be .old on a Writ of
SECTION 3US.
Landlord sh.ll hay. the right to apply any paym.ntl
made by T.nant to the satisfaction of .ny debt or obligation of
T.nant to L.ndlord according to Landlord's sole di.cretion and
regardless of the instructions of Ten.nt as to application of
any such sum, whether sue" in.tructions be endorsed upon
Tenant's check or otherwite, unless otherwise agreed by lhe
parties in writing which makes specific reference to this
Section 3115. The acceptance by Landlord of a check or checks
drawn by other than Tenant shall not in any way affect T.nant's
liability hereunder, nor shall such acceptance be deemed .n
approval of ~ny sublett1ng or assignment of this Lease by
Tenant.
ARTICLE XXXII
Cl1STOM AND USAGE
I
SECTION 3201.
Any law, usage or custom to the contrary
notwithstanding, Landlord shall have the right at all times to
.nforce the covenants and conditions of this Lease in strict
accordance with the terms hereof and notwithst.nding .ny
conduct or custom on the part of the Landlord in r.fraining
from so doing at any time or times. The failure of Landlord at
any time or times to enforce its rights under said covenant.
and provisions strictly in accordance with the same shall not
be construed .s having created a custom in any way or manner
contrary to specific t.rms, provisions and covenants of this
Lease or as having modified or waived the same.
ARTICLE XXXIII
SUCCESSORS AND ASSIGNS! AGENT
SECTION 3301.
All rights, obligations and liabilities herein, given
to, or imposed upon, the respective parties hereto shall ext.nd
to and bind the several and re.pective ~eir., .xecutor.,
admini.trator., .ucce.sor., sublessees and assign. of said
partie., .ubject to the prOvisions of Section 2401, provided,
howev.r, that the liability of Landlord hereunder .nd sny
succe.sor in interest .nd title to Landlord's le.sehold e.tate
in and to the demi.ed premise. .h.ll ~ limited to his or its
interut in the Shopping Center, and no other ....ta of the
- 34 -
Landlord other than his or its .interest in the Shopping Center
shall be affected by reaaon of any liability which .1a1a
LandlQrd or successor in interest may have under thia Lease.
If there shall be more than one tenant, they shall all be bound
jointlY and severMlly by the terms, covenants, and agreements
herein and the word WTenantW shall be deemed and taken to mean
each and every person or party mentioned as a Tenant herein, be
the aame one or more, and if there ~hall be mort than one
Tenant, any notice rtiquirea or permitted by the terms of this
Lease may be given by or to anyone thereof and shall have the
same force and effect as if given by or to all thereof. No
rights, however, shall inure to the benefit of any assignee of
Tenant unless the assignment to such assignee has been approved
by Landlord 1n writing as aforesaid.
Kravitz Properties, Inc. is acting as Agent only and
shall not in any event be held liable to the Landlord or to
Tenant for the fulfillment or non-fulfillment of any of. the
terms, covenants or conditions of this Lease or for any action
or proceedings that may be taken by Landlord against Tenant, or
by Tenant against Landlord including, but not limited to, any
luch action arising out of, in connection with or in any manner
relating to, the performance or non-performance by Agent or any
act pursuant to Landlord's direction. Any waiver of Landlord's
liability hereunder, inCluding, but not limited to, any waiver
of subrogation rights, shall apply with equal force and effect
to such Agent.
ARTICLE XXXIV
SCOPE AND INTERPRETATION OF THE AGREEMENT
SECTION 3401.
This Lease shall be considered to be the only
agreement between the parties hereto pertaining to the demised
premises. All negotiations and oral agreements acceptable to
both parties are included herein. The laws of the Commonwealth
of Pennr.'lvania shall govern the vlllidity, interpretation,
performan~e and enforcement of this Lease.
SECTION 3402.
In the event that any law, decision, rule or
regulation of any governmental body having jurisdiction shall
have the effect of limiting for any period of time the amount
of rent or other charges payable by Tenant to any amount less
than that otherwise provided pursuant to this Lease, the
following amounts shall nevertheless be payable by Tenantl la)
throughout such period of limitation, Tenant shall remain
liable for the maximum amount of rent and other charges which
are legally payable (without regard to any limitation to the
amount thereof expressed in this Lease except that all amounts
payable by reason of this Section 3402 shall not in the
aggregate exceed the total of all amounts which would otherwise
be payable by Tenant pursuant to the terms of this Lease for
the period of limitation), lb) at the termination of such
period of limitation, Tenant shall pay to Landlord or Agent, as
the case may be, on demand but only to the extent legally
collectible by Landlord or Agent, any amounts which would have
been due from the Tenant during the period of limitation but
which were not paid because of such limiting law, decision,
rule or regulation, and lc) for the remaining term of this
Lease following the perIod of limitation, Tenant shall pay to
- 35-
EXIIIBIT .. ,,\"
LANDLORD hl'rfhy Il'SI'l'\'f~ Iht' n~hl, al any tim~ and hom lim~ 10 liml', to lIIt~r, or otherwile modlry
thlt lorottonl lUld:or dlm~nsionl or all buildlnSl, parking arfU, s~l'\'lce drlVltl, entrlel. 1I1Ii"', malll. and
oth~r ral'illlil'l shown on this Exhibit" A ", to placf in Ihe mall., ('nUN, corrldorl, and other common
11I'1'115 or Ihl' Shopping CenlN, landsl'aplng. de,'orativl' illlms, and structurl'S and areu ror r~tail sllles
and prunlllttonal at'livlli~s, and to l'onstNl'I, h'ul', opl'ralP and mainlaln hulldlnMs, Slrul'lures, and other
ral'illllps not Shl\\\'n on this t:xhlhlt "A", provldl'd, hO\\'I'v~r, that Landlord shall not vlolat~ lUly rights
cllp,reSlI~' r~sel'\'~d to Ttnll1tln Ihil Ltost, .
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.'
BXHIBIT wB-
1. LANDLORD'S WORK
Except as otherwise provided in tnis Exhibit WB", Landlord,
at its own COlt and expenRe, has constructed or will oonstruct
the followinv, all of which are herein collectively referred to
as wLandlord s Workwl
A. Building of Which Demised Premises Shall Form a Part.
The building of which the demised premises forms a
part (herein referred to as the wBuilding") shall be construoted
(to the extent not now existing) in accordance with the
following criterial
1. Structure. The structural frame including
columns, beams, joists and roof will be, at Landlord's option,
of steel, concrete and such other non-combustible material as
may be specified by Landlord's ar.chitect.
2. Roof. The roof will be of a bonded type
construction insulated to provide a WU" f&ctor of 0.09.
3. Exterior Walls. The exterior walls will be of
masonry, prefabricated panels or such other material or
materials as may be specified by Landlord's architect.
4. Interior Faces. The exposed interior face of
exterior walls will be of masonry, wallboard or such other
material or materialS as may be specified by Landlord's
~rchitect.
B. Common Areas.
Landlord shall construct inside and outside the
Building certain Common Areas, limited to the followingl
1. Outside Common Areas. The Common Areas ouside the
Building will include ..rd surface and striped parking lots,
access roads, direction~l, parking and traffic signs, a storm
~r~ina~e sy~tpm, delivery areas, walks, liqhting, landscaping
and planting and such other areas, facilities and b~lldings, as
determined by Landlord, as are used in the maintenance and
operation of the Shopping Center.
2. Inside Common Areas. The Common Area inside the
Building will include an enclosed, heated and air-conditioned,
lighted and sprinklered mall with courts, lighted and
sprinklered service and exit corridors, stairs or ramps and
such other facilities, as determined by Landlord, as are used
in the maintenance and operation of the Shopping Center.
C. Work Within Tenant's Space.
Landlord's Work with regard to the demised premises
shall be limited to the following (to the extent not now
existing) I
1. Demising Walls. The demising walls or demising
studs which separate the demised premises from other tenant
areas and Common Areas will extend from the finished floor to
the underside of the roof deck. Unless required by applicable
law to construct demiSing walls for fire corridors and emergency
B-1
I,
.
I.it. of unfinished .asonry block, Landlord will furnilh metal
'ituds on which Tenant shall place demising walls In accordance
with Artlole II, Section I.
2. ,loors. The floorl within the demised premilel
will be ooncrete with a troweled finish Installed at an
.levation selected by Landlord. Ttnant shall pay Llft.l... ,~.
.~. af 'I.'! ,er .,yar. ..._.. .1... all. t~ .~A AaMt..A
FC(~i.a. as rel.~~ree.ent ler ths anl'slll.aln If the Illlr
~. If Tenant Ihall have notified Landlord in writing at or
before the execution of this Lease and if at such time th.
concrete floor slab has not been poured for the demised
premi~.s, and provided and so long as the delay in pouring such
concrete floor slab will not Interfere with and/or delay
completion of r.andlord's Work or any portion thereof, the slab
will not be poured until the Tenant's contractor has completed
Tenant's underground utility work. After the concrete floor
alab i. poured, Landlord in no event Ihall be responsible for
any subsequent undergroll~d work or removal and/or replacing of
the concrete floor slab. In the event Tenant deems it
necelsary to remove and/or replace such floor Ilab, such work
shall be done by Tenant at Tenant's own cost and expense.
3. Doorl. One hollow metal service door with
dimensions of 3'0" by 7'Ow will be provided at the location
Ihown In and In accordance with wLandlord's Design Criteriaw
(as defined in Article III of thil Exhibit "8W). Tenant, at
Tenant'. own cost and expence, will provide and install all
panic hardware, lockset and closer. No dOQr will be provided
by Landlord in any .tore which has a depth of 50 fe~t or lesl
or an area of 1,200 square feet or less.
4. Landlord's Optional Work. At its option, Landlord
may provide at Tenant's cost and expense a neutral vertical
mate~ia~ ~etween each store on the mall side of the demiSing
partition. and/or a horizontal neutral strip as shown on
L~~dlord's Plans, above the store front limiting the height
thereof.
D. Utility Services in Demised Premises.
1. Utility Lines. Landlord, its agents, employees
and contractors, ana any utility company which furnishes
utilities to the demised premise. and/or the Shopping Center,
shall have the right to run utility lines, pipes, conduits or
duct work, where necessary or desirable, through ceiling space,
column Ipace or other parts of the demised premises and to
repair, alter, replace or remove the same in a manner which
does not unrealonably interfere with Tenant's use of the
demised premises.
2. Electric Service. Electric will be available for
the demised premises at Landlord's bus ductl at a location
designated by Landlord pursuant to the procedurel set forth in
Landlord'l Design Criteria. Electric service characteristics
will be 277/4BO volts, 3 phase, 4 wire, 60 hertz. Landlord
will provide between the demised premises and the closest
service corridor an empty conduit unlel' the demised premises
abut a service corridor, in which cas. Tenant Ihal1 provide the
conduit. Tenant will provide bUI plugs' with fUles, the conduit
and feeder between the bu. duct and the d..lsed premlsea, and
check metering within the demised premisel and will extend
conduit within the demised premise. to T.nant's diatributlon sYltem.
1-2
Tenant's distribution facilities within the demised premi.es
shall consist of all necessary switches, conductors,
transformers and controls i~ addition to Tenant's normal
lighting and power devices. The installation by Tenant of all
electrical facilities shall conform to Landlord'. Design
Criteria and to the National Electric COde, and meet the
requirements of the Landlord's fire underwriter and local
governmental authorities. All material and,fixturts shall be
new and carry UL labels. Any existing electrical facilities
must be changed to conform with the above requirements and
Landlord's Design Criteria to enable electricity to be provided
by Landlnrd.
3. Water Service, Landlord will provide a branch
water line, with shutoff valve, of not less than 3/4 inch to a
point in the demised premises designated by Landlord. Any
increase in the size of water s~rvice required by Tenant which
necessitates a branch water line larger than such 3/4 inch line
will be furniShed, at Tenant's expense, upon written request of
Tenant. Any existing water facilities must be changed to
conform with Landlord's Design Criteria to enable water to be
provided by Landlord.
4. Gas Service. Gas service will not be available.
S. Sanitary Sewer Service. Landlord will stub a
plugged 4R sanitary outlet, at floor level at a location
selected by the Landlord, to which Tenant will connect in
accordance with Landlord's Design Criteria, notWithstanding
current facilities which may exist.
6. Sprinkler Main Service. Landlord will provide a
sprinkler bulk main with capped outlets to the demised premises
at a location determined by Landlord and sized to accommodate
sprinkler coverage required by Factory Mutual. Landlord will
deliver to Tenant a plan showing the bulk main and capped
outlet in the demised premises and Tenant will install all
piping and other sprinkler work, including feed main, cross
main, branch line, riser nipples, drop sprinklers and heads to
provide a complete sprinkler system in accordance with
Landlord's Design Criteria and sprinkler working drawings,
pr~p~red by Tenant's contractor, and approved by Fact~ry M~t~~l
and all authorities having jurisdiction.
7. Heating and Air Conditioning System. Landlord
will provide and install a medium pressure, constant
temperature air supply main at a location designated by
Landlord to supply cooling and ventilation air for Tenant's
premises and, at Tenant's expense, a medium pressure, variable
air volume t~rminal complete with system powered thermostat for
variable air volume terminal control. The installation of all
ductwork, electric heating with contrOls, diffusers, r.eturn air
registers and other mechanical apparatus related thereto
required by Tenant'. BVAC system shall be provided by Tenant,
at its cost and expense, and all such work shall be designed
and installed in accordance with Landlord's Design Criteria and
Landlord's HVAC Plan, notwithstanding curront facilities which
may exist.
B. Telephone Service. Landlord will provide central
telephone locations as designated by Landlord. Tenant will
make its own arrangements with the telephone company for
telephone service and will install a conduit from Landlord's
designated telephone location to the demised premises as may be
r.quired, notwithstanding current faoilities which may exist.
B-J
. .
.
.
..
11. TlNANT'S "ORJ
....Subj.c't to the provle1on of the s.cond paregraph on peal 8"1 iA
'Notwithstanding the present facilities in the de.ised
premises and the present condition and state of repair of the
d.mised pr.mls.s, all work ctt forth in this Article II and .11
other work not specifically design.tad as Landlord's Work by
Artic1. 1 which Is nece...ry to complete the demised premises
in accordance with Tenant's Final Plans and Landlord's Design
Criteria and which is necessary for the demised premises to
confora thereto and to all current requirements of all
governmental .uthoritles having jurisdiction (including,
without llmit.tion, emergency lights, rewiring, alar.s and
extinguishers) and to be r'ady to open for business with the
public by the commencement date, in the manner set forth in the
Lease, shall be done by Tenant at Tenant's own cost and at
expense. All such work which i. not specifically desiwnated as
Landlord's Work is herein collectively referred to as Tenant's
Work-.
A. Demised pr.mian.
The stor. shall be designed and installed in
accordance with Landlord's Design Criteria, the requirements of
Landlord's fire underwriter and the current requirements of any
governmental authority having jurisdiction over the project.
Tenant's store front shall conform to the design criteria as
established by Landlord's architect and set forth in Landlord's
Design Criteria. The IItore shall have a customer entrance not
to exceed 10'0' in height. Tenant shall not install its
Hnish.cl ceiling above ll'Ow in height. The design, charllcter
and materials of the stor. front and all aspects of the design
and construction of the int.rior of the demised premis.s shall
b. subject to the approval of the Landlord. All expos~' metal
flashing, doors, and trim are to be permanodic or duranodic
finish or equal In standard. Open grillS ar~ to meet the same
r.ouirements. A hard dry surface at the bottom 6w of the store
front construction shall be provided by Tenant. This material
shall b. non-absorbent (wood or oth.r porous mater ills are not
acceptable). The sign background and finish is subj.ct to
Landlord's approval. Open grillS wider than 12' are to be
motorized. In th. event the demised premises have. side wall
abutting a mall entrance or side mall, Tenant shall incorporate
into th. design of such wall one or more of (a) entrance to the
pr.mises and (b) see-through display storefront, and (c) shadow
box merchand~se display. Tenant may not install a mezzanine
without Landlord's approval. Tenant shall not exceed a floor
load capability of 200 pounds per square foot.
8. Sales Area.
The floor .lab shall be covered with floor finish
materials approved by Landlord, Carpeting shall be flam.
resistant. Ceilings shall be constructed of 24- . 48- acoustic
tile, one (1) hour tire rated, on .xposed metal T b.r grid
system or such other fire rated material as approved by
Landlord. Demising walls shall extend to the underside of the
roof deck .nd shall be constructed of sheet rock in accordance
with app1icabl. state and local laws and ordinance. Ind the
r.gu1ations of Landlord'. fire underwriter, but in no event
1e.s than 5/'- sheet rock t.ped and spackled. All masonry
willi .nd partitions shall be furred out .heet rook, of th$
afores.id thlckn.sl, taped Ind spackled. Those partitions
8-4
,. .-
dividing sale. area from non-.ale. area which contain no
ceiling .hall be carried to the under. ide of roof deck on both
.id... All concealed framing above ceilings or loffit. .hall
be made of steel studs or other fire retardant matetials in
accordance with Landlord'l Delign Criteria. C.rtain Itore
, front. or side corridor front. a. .hown on Landlord'. Floor and
Structural Plans may b. de.ignated by the applicabl. fire
marlhall ~) carrr fir. extingui.her cabin.t. rec....d into
th.ir walls. Ai wAw occupancy Tenant. (a. defined by the
Penn.ylva~la Department of Labor and Indultry) mu.t provide
p.rtitions and ceiling. with two (2) hour fir. rating.
C. Stock Room, Service and Other Non-Sales Area..
The contrete floor slab, if left exposed, ~ust be
s.al.d wi~~ a I..lant approved by Landlord's architect. If the
concrete ::oor slab is covered, the provisions relating to
floor fin:sh materials for the sales area shall apply.
perimet.r ~Jlls shall be of either exposed masonry or drywall
and taped. RelIr walls shall be insulated in accordance with
Landlord's D.sign Criteria.
D. Toilet Rooms.
The floors shall have non-porous floor covering over
the concr.t. floor slab. All walls and ceilings shall be of
drywall, taped and spackled.
E. Painting and Decorating.
Exposed walls shall have a minimum two co~t finish and
all wood paneling a minimum of one sealer coat. The walls and
ceiling of the toilet room shall have two coat semi-gloss
enamel finish. The stock room and service areas may be left
unU n ished.
F. Utility Work by Tenant.
1. Electrical. The installation by Tenant of all
electrical facilities shill conform to .an610rd's Oesign
Criteria (to the additional electrical information supplied by
Landlord to Tellant .IS set forth in t:.e tllectrical load data
portion by Landlord's Design Criteria) and to the National
Electric Code, and meet the requirements of the Landlord's fire
underwriter and all other local, state or federal governmental
authorities. All material and fixtures shall be new and carry
UL labels. Any transformer necessary to reduce the voltage
suppll.d to levels acceptable for Tenant shall be provided by
Tenant at its expense. Circuits must include a time clOCk
contrOlling lign and store front illumination and separate
circuits for night lighting and exit signs. Emergency lights
shall be provided by Tenant. Tenant shall provide a buzzer
call .ystem'at servioe door entrance or from a common corridor
entrance, as required by Landlord. Tenant's work drawings (as
r.ferred to in Article III) Ihall indicat. the circuits showing
connections to alarm, televilion, BVAC or other .peoia1
circuit!.
2. Plumbing. Tenant shall install under slab drain
and soil lines to Landlord's soil line at the point of entry
selected by Landlord. Requirements greater than that provided
by Landlord must be shown on Tenant'. working drawings and will
b. made at Tenant's expense. Tenant shall be responsible for
the installation of a water meter to service water line
8-5
installed by Landlord at a point designated by Landlord.
Tenant shall provide a minimum of one close-coupled water
closet, one lavatory, and one electric hot water heater. All
of the aforesaid shall be in accordance with Landlord's Design
.Criteria.
G. Fire Pr~tection.
All tenant spaces must carry tho approved fire
extinguishers required by governmental authorities. Tenant, at
Tenant's own cost and expense, shall wrap all Qolumns within
the demised premises from the floor to the underside of the
roof deck with one hour fire rated materials. Tenant shall
install all sprinkler pipes, feed mains, cross mains, nipples,
drop heads, etc. from the capped outl~ts on Landlord's bulk
main.
H. Mechanical Systems.
Tenant shall design and, at its sole cost and expense,
install a complete air-conditioning distribution system. In
addition, Tenent may, at its option, instftll an electric
heating system. Such systems shall be designed and installed
in accordance with Landlord's avAC Plans and Landlord's Design
Criteria, at the location therefor specified on Landlord's HVAC
Plan. If Tenant is required to install a rooftop HVAC system,
Tenant will reimburse L~~dlord for providing additional rooftop
structural supports. Tenant shall provide an exhaust fan of
adequate capacity for each toilet room and such other
ventilating equipment as may be required. The design and
location of exhaust systems shall be approved by Landlord prior
to installation.
I. Signs.
All signs shall conform to the standards as set forth
in Exhibit wC-.
J. Roof Penetratic ,.
Tenant shall sl,'bmit for approval of Landlord's
architeot in the working drawing phase, drawings showing all
roof penetrations for special vents and equipment. All roof
openings, reinforoing, curb work and flashing and repairs to
the roof required by Tenant's installations shall be performed
by Landlord's contractor, at Tenant's expense. Tenant shall
pay all costs for the opening of the roof and for any special
vents required by Tenant.
K. Insurance.
1., All Risk Insurance. In addition to, and not in
lieu of the other policies of insurance required by this Lease,
at all times during the periOd commencing with the start of
construction of Tenant's Work and terminating on the date of
the acceptance by Landlord of Tenant'. Work as being Qompleted
in accordance with the provisions of this Exhibit -B- (suoh
period is herein referred to as wTenant's Construction
PeriodW), Tenant, at its own cost and expense, shall maintain
B-6
in effect with a responsible insurance company approved by
Landlord, a policy of WAll Riskw Builder's RiSk Insurance in
the standard pennsylvonia torm. Said insurance shall cover the
full replacement value of III work done or to be done and all
, fixtijres and equipment installled or to be installed at the
demised premises by Tenant, without co-insurance and without
~ny deductible.clause.
2. Workman's compensation. At all times during
Tenant's Construction Period, Tenant's contractor. and
subcontractors shall maintain in effect Workman's compensation
Insurance as required by the laws of the state in which the
Shopping Center is located.
3. Adjustment of Loss. Any loss occurring during
Tenant's Construction Period shall be adjusted with Landlord
and ,the proceeds shall be payable to Landlord, in trust, for
the purpose of repair or reconstruction. Repair and/or
reconstruction of all or any portion of Tenant'. Work damaged
or destroyed by any casualty occurring during Tenant's
Construction Period shall be commenced by Tenant as soon as
possible after such casualty! provided that if all or any
portion of Landlord's Work is also damaged or destroyed by such
casualty, Landlord shall notify Tenant when repairs or
reconstruction of Landlord's Work is substantially completed
and, within fifteen (15) days after receipt of such notice
Tenant ,~all diligently pursue such repair and/or construction
to completion.
4. Insurance Provisions. All policies of insurance,
except Workman's Compensation required to be carried by the
provisions of Section K.2, shall contain the following
endorsements in substantially the following form:
W"Notwithstanding anything to the contrary, it is 4greed that
C,\}!P HILL SHOPP I~G CE~TER ASSOCLUES. as Landlord, KRAVITZ PROPERTIES,
INC., as Landlord's Agent and Landlord's general contractor
(name to be supplied to Tenant), are hereby added as additional
insureds. It is understood and agreed that the insurance
afford,.' by this policy or policies for more than one named
insured shall not operate to increase the companies' liability,
but otherwise Rhall not operate to limit or void the coverage
of anyone named insured as respects claims against the same
named insured by any other named insured or the employees of
such named insured. No cancellation or reduction of this
policy shall be effective unless written notice is given by
registered or certified mail, return receipt requested, to the'
Landlord with a copy to Agent, stating when such cancellation
or reduction in coverage shall be effective, (which, in no
event shall be less than twenty (20) days thereafter).w True
copies of each such policy or certificates of insurance
evidencing the same and containing such endorsements shall be
delivered to Landlord prior to the commencement of Tenant's
Work and shall thereafter be replaced in the event of the
expiration, lapse or cancellation of any such policy.
L. Miscellaneous and General Requirements.
1. Governmental Regulations. All of Tenant's Work
shall be done in accordance with the Tenant's Final Plans, the
current requirements of all applicable laws, ordinances,
regulations, codes and other requirements of governmental
authorities, with the regulations of Landlord's fire
underwriter and Landlord's Design Criteria. At any time and
B-7
,
~
from ti.e to time during the p.rformlnc. of Tenant'. Work~
tlndlord, Agent, Llndlord'. arohit.ct and/or Landlord'. gen.ral
contraotor may ent.r upon the d..i..d pr..i.e. and in.peot the
work being perfor.ed by T.nlnt and tlke .uch .t.p. .. th.y ..y
de.. neces.lry or d..irabl. to ...uro the proper performance by
Tenant of Tenant's Work and/or for the protection of the
Building and/or any pr..i.e. Idj.c.nt to the de.i.ed pr..i....
In Iddition, Tenant'. Work .hall be p.rform.d in I thoroughly
fir.t-Clas. and workmanlike .ann.r, .hlll incorporlte only n.v
materials and .hall b. in good and u.abl. condition It the date
of completion.
2. Llndlord'. Constnt. Interpret.d. Any approval or
con.ent by Landlord or any or III of T.nlnt'. criteria,
system., plan., or drawings .hall n.ith.r oon.titutt an
a..umption of respon.ibility by Landlord for any a.pect of such
criteria, .y.t..., plans or drlwing. including, but not limited
to, th.ir accur.cy or .ffici.ncy nor obligate Landlord in any
manner with r.spect to T.nant'. Work and T.nant .hall be .olely
re.pon.ible for Iny d.fici.ncy in Iny d..ig" or oonstruetion of
III portions of Tenant'. Mork for which Tenant i. respon.ible.
3. P.r_it. and r.... L.ndlord .hlll obtain and pay for
all necessary per_it. and shall pay all oth.r fee. required by
public authorities or utility companies with respect to
Tenant's Work, e.e.,_ that ~aft418.4
building permits for Tenant'. Mark,
pay the co.t bf .uch ~r
may deduct om -Tenant'.
in enant .hall
n lord's option, Landlord
Allowance- (a. defined in
4. Temporary Storage Areas. No contractor or
.ubcontractor participating in Tenant's Work may use any space
within the Shopping Cent.r for .torage, handling and moving of
materials and equipment and/or for the location of a field
office or facilities for the employees of such contractor and
~~hcontractor ~ithD~t obt~lning Landlord's prior written
approval for each such use. If any contractor and/or
subcontractor shall use any space In the Shopping Center for
any or all of the aforesaid enumerated purpo.e. or any other
similar purpose without Obtaining Landlord's written approval
therefor, Landlord .hall haye the right to terminlt~ .uch u.e
And remove all of .uch oontractor'. or .ubcontractor'.
material, equipment and other property from .uch space, without
Landlord being liable to Tenant and/or to .uch contractor or
subcontractor and the cost of .uch termination and/or removal
.hall be paid by Tenant to Landlord or Landlord, at it. option,
.ay deduct .uch oo.t from Tenant's Allowance. .
5. Temporary Store rronts. T.mporary enclo.ur.
barricad.s and temporary .igns .hall b. con.tructed and
finished by T.nant in Iccordlnce with Landlord'. Oesign
Criteria. If Tenant'. .tore will not be open for busine.. with
the publio by the date the Shopping Center i. fir.t .0 opened
and Tenant his not inlt,lled , temporary store front a.
required by Landlord, Landlord Ihall in.tall it at a cost to
T.nant of .~O.OO a 11nlal foot.
t. 'rot.otion of Work. It .hall be Tenant'.
responlibility to cau.. eaoh of Tenantt. contractor. and
.ubcontr.otor. to maintain oontinuou. protection of adjacent
prop.rty and i.prove.ent. Igain.t dam.g. by rea.on of the
perror..ncl of tenant'e Mork. lach contractor and
I-a
subcontractor shall properly protect Tenant,'s Work with lights,
guard rails and barricades and shall secure all parts ~f
Tenant's Work against accident, storm and any other hazared.
7. Interference with Others. Tenant's Work shall be
coordinated with all work being performed or to be performed by
Landlord and other occupants of the Shopping Center to the end
that Tenant's Work will not interfere with or delay the
completion of the Building or any other construction within the
Shopping Center, and each such contractor and subcontractor
shall comply with all procedures and regulations prescribed by
Landlord or its agents (inCluding, but not limited to, Agent)
for integration of Tenant's Work with that to be performed in
connection with the construction of the Shopping Center.
B. Contractors. To the end that there shall be no
labor dispute which would interfere with the construction,
completion or operation of the Shopping Center, or any part
thereof including, but not limited to, the demised premises,
Tenant agrees to engage the services of only such contractors
or subcontractors (for both Tenant's Work and any other work
which Tenant does, whether or not such work is permitted or
required pursuant to the Lease) as will work in harmony and
without causing any labor dispute with each other, with
Landlord's contractors and subcontractors and with the
contractors and subcontractors of all others working in or upon
the Shopping Center or any part thereof, and Tenant shall
employ and shall require its contractors and subcontr, ~tors to
employ only such labor as will work in harmony and without
causing any labor dispute with all other labor then working in
the Shopping Center or any part thereof including, but not
limited to, the demised premises. Furthermore, only those
contractors and subcontractors as have been duly licensed by
the authority having jurisdiction over the appropriate
profession and which have been approved in writing by "andlord
(which approval will not be unreasonably withheld) may perform
any work (including, but not limited to, Tenant's Work) for
Tenant in or upon the demised premises.
9. Financial Requirements. Landlord may rc 'uire
Tenant, before entering on the demised premises to co~nence
Tenant's Work, to give Landlord proof satisfactory to LandlOrd
of Tenant's financial ability to complete and fully pay for
Tenant's Work prior to the commencement date or, in lieu
thereof, either to furnish to Landlord a bond in an amount
satisfactory to Landlord written by a surety company acceptable
to Landlord guaranteeing the completion of Tenant's Work free
of any liens, or to deposit in escrow with Landlord (without
the obligation of Landlord to pay interest thereon) the
estimated sum required to complete Tenant's Work. If such a
deposit shall be made, upon the satiSfactory completion of
Tenant's Work in accordance with the provisions of this Exhiblt
W8" and the' submission of proof that all bills in connection
therewith have.been paid, Landlord shall release such funds
from escrow. Landlord in its sole discretion, both as to the
extent and amount, may release portions of such escrow deposit
directly to Tenant or Tenant's contractors, subcontractors,
materialmen and/or suppliers to pay bills as Tenant'. Work
progresses.
10.
participating
subcontractor
Guarantees. Each contractor and subcontractor
in Tenant's Work for which such contractor or
is responsible, shall guarantee or warrant in
B-9
.
'wrlting, In the ..nnor h.uinlfhr lit forth, that .uch portion
vill b. fr.. fro. .ny d.f.ct. in vork.anship Ind ..t.ri.l. for
the p.riod of tl.. of on. 11) y.ar ,'t.r the d..l..d pr..i.e.
first op.n. for bUlin... v th the public. All .uch gu.r.ntee.
or w.rrantl.. (collectlv.ly r.ferred to .. .gu.r.nt....) sh.ll
b. cont.in.d tn the contr.ct. .nd .ubcontr.ct. for the
perform.noe of T.n.nt'. Work, .hall includ. the oblig.tion to
r.palr'.nd repl.c. In I flr.t-olal. and workmanlike ..nn.r, .nd
without .ny additlon.l ch.rg., .11 of Ten.nt'. Work don. or
furnilh.d by the oontr.ctor or .ubcontractor, hi. ..ploY"1 or
.g.nt., which .h.ll b. or beco.. d.f.ctlv. within .uch one (1)
year p.rlod, .nd .h.ll b. wrltt.n .0 .1 to Inur. to the benefit
of L.ndlord and T.n.nt a. th.lr re.p.ctiv. Int.r.at. lay appear
an~ 10 as to b. directly .nforceable by ~ith.r Landlord or
Tenant. All .uch guarant.es ah.ll a~.o Includ. the agreem.nt
by the contractor or aubcontractor t~ pay all expen.e .nd ,
d...g.. Incid.nt to the r.loval, replacement or rep.lr of .ny
oth.r p.rt of T.nlnt'. Work which _ay b. damag.d or dl.turb.d
th.r.by.
.ervlce. during construction Including .:ght and pow.r
if available, b. obtain.d by T.nant at Tenant'. ex se, from
the Landlord or, at Landlord'. option, ~gent 0 ndlord'.
general oontractor at monthly COlt of ($.06 ents per square
foot of floor area of the demls.d premi , oommencing with the
.arll.r of the date Tenant is oblig to commence
construction in accordanc. with ion 4.02 of this Lea.e or
the dlte Ictual construction enc.s, and ending with the
date a. established in t ea.e for the commencement of the
Utility Charge for Te '. el.ctrlcity. Landlord shall
provide a connect for temporary electric service at a cost
to Tenant of .00. Tenant .ay use Landlord'. equipment and
piping for .r utilities at a cost eq~. 1 to the cost of
energy sumed! provided, however, Tenant shall clean and
re e the .am. to its original proper ord~r and L~trating
.
12. Dhelpllne.
disoipline and good order
contuctou.
Tenant Ihall enforce strict
among the employee. of Tenant's
13. Clesnup. Tenant .hall maintain the demt.ed
premises In a clean and orderly condition during construction.
Tenant shall promptly remove all unused construction materials,
equip'ent ahipping containers, yackaging, debris and waste from
the bUilding lite, and depo.it t in receptacle. provided by
Landlord. Tenant .hall contain all construction materi.ls,
equipm.nt, fi.tur.., merchlndi.e, .hipping container. and
debrl. within the deml.ed preml.... Mall., court., arcade.,
public corridor., .ervic. oorridors, .ervice corridors and the
exterior of the Building .h.ll be clear of Tenant'. equipment,
.erehandla., refu.., and d.bri. .t all time.. Tra.h stor.ge
within the demised pr.mi.e. .h.ll be confin.d to cover.d metal
containers. ,
option, ~gent the Rum of ten cents ($.10) per
floor area of the demi..d premi.es for noval from the
Shopping Center by Landlord of and debris generat'd by
Tenant or Tenant'. contr and .ubcontractors during
T.nant'. Con.truc riod, if Landlord elects to .upply .uch
..rYlce. ord doe. not 10 .lect, the .... .hall b. the
.
~~: !~tolil."t or Shu,... Te;",&".t .~";1l par LallUerd,
ndUUIlI1l lIil,. III f,,- ...A ^.~_~ CIIUr.,_. ilia:!,!"'!:. P~lUD"Q$..
1-10
"
.
fer ut\lctL '.nant 1. "bll~.t..d ",,,......L t.~ \.1.1. I",~J iI -r
.. Including, but not 1111tted to,
the roof penetration charge, t emoval charge and the
electric charge, wit ) days after written demand
therefor Is andlord. If payment 11 no~ made within
such then Landlord eay offset All such sums against
I II. 'CONSTRUCTION PROCEDURES.
A. Landlord'a De8ign Criteria.
After the execution of the Lease, Landlord's architect
will deliver to Tenant one (1) scale drawing of the floor plan
of. the: dealsed premises (the Landlord's 'Floor PlanW)
indicating, inter alia, demising partitions, general
construction, COlumn-Iocations, VAV terminal, sanitary outlet,
deme.tic water location and sprinkler bulk ..In, and one (1)
copy of Landlord'a design criteria package which shall include
Landlord's oriteria for design of the demised premises,
preliminary plans, RVAC plans and criteria, electrical plans
and such other plana, criteria, drawings and information as
Landlord or Landlord's a:chitect deems necessary or
appropriate. All of the items included within auch design
criteria package are herein collectively referred to as
wLandlord's Design Criteria-.
B. Tenant's Preliminary Plans.
Within twenty (20) days after receipt by Tenant of the
above, Tenant shall submit for Landlord's approv&l in sepia
form, co~plete stOre front design plans, I sign plan, a
.erchandlsing layout plan, Tenant's estimated heating/cooling
load calculation., RVAC drawings, plumbing drawings and
sprinkler drawings, al~ ,f which shall be in accordance with
the criteria set forth in Landlord's Floor Plan and Landlord's
Deslqll Criteria and aU of w:\icll are COllectively referred to
as 'Tenant's Preliminary Plansw.
C. Landlord's Review.
1. Landlord will review and return to Tenant Tenant's
Preliminary Plans either marked approved, marked to show the
corrections required (in which event such marked-up Preliminary
Plans shall be deemed approved, as .arked up) or 9ive Tenant
written notice of disapproval of Tenant's Preliminary Plans
together with the reasons therefor. In the event Landlord
gives Tenant'notice of disapproval together with the rea80ns
ther.for, Tenant shall have twenty (20) days from the date of
such notice of disapproval by Landlord to submit revised
Tenant's Preliminary Plans subject to subsequent lllarkups and/or
disapprovals and corrections in the .anner set forth above,
provided, however , if Tenant's Prel1lllinary Plans do not meet
Landlord's approval after the aecond submission, Landlord, at
its option to be exercised by written notice to Tenant, aay
terminate this Lease, which termination shall be effective as
of the date set forth in such written notice.
2. Tenant's estilllated heatinQ-cooling load shall be
subject to Landlord's approval and in the event Landlord shall
diaapprove the sa.e, Tenant shall revi.e the same until such
.stimated heating-cooling load ia approved by Landlord. Tenant
shall not change ita estieated heating-cooling load once the
.ame haa been approved by Landlord.
8-11
"
3. The information contained in Tenant'. electrical
load daLa form shall be subject to Landl~rd's approval, and
Tenant ,hall revise the same until the same il approved by
Landlord. When Landlord hiS approved such information,
Landlord .hall lupply to Tenant the additlonal information ,et
forth in the electr ical load data por tion of Landlord's De.ign
'Criteria. Bued upon such additionAl information, Tenant Ihall
prepare its electrical plans for the demised premises. After
receipt by Tenant of the additional information set forth in
the eleotrical load data portion of Landlord'. Design Criteria,
Tenant may not thereafter modify its electrical load data
unle.s Landlord has consented to such modification. Any costs
assochted wi th such consented to mod i fications shall be borne
by Tenant.
4. It is agreed that Tenant is responsible for
satisfying Tenant's requirements for the demised premises.
Landlord'. review is only to determine conformity with
Landlord's Design Criteria and systems. Tenant is responsible
for design and code compliance, construction and installation.
D. Tenant's Working Drawings.
Within si~ty (60) days from the date of reoeipt by
Tenant of Landlord's Floor Plan and Landlord's Design Criteria,
regardless of whether the Tenant's Preliminary Plans have been
submitted, Tenant shall submit to the Landlord's architect for
approv~: three (3) sets and a sepia of complete working
construction drawings and specifications for Tenant's Work
including architectural, plumbing, electrical, sprinkler,
heating, ventilating and air-conditioning, and mechanical
drawings for all Tenant's Work in accordance with Landlord's
Floor Plan, Landlord's Design Criteria, Landlord's BVAC Plan
electrical load data supplied Tenant by Landlord and approved
Tenant's Preliminary Plan$, if any. Upon receipt of such
working drawings Landlord shall have the same rights of
approval, markup and disapproval and Tenant shall have the same
obligations as to resubmission as are set forth with regard to
Preliminary Plans.
E. Tenant's Final Plans.
The total of all approved Tenant's Preliminary Plans
and approved Tc.nont's working drawings and specifications
(whether such ap~roval be affirmative either initially or after
resubmission bV Landlord's markup) are COllectively referred to
herein as WTenant'g Final Plansw.
F. Preparation of Tenant's Plans.
All of Tenant's Preliminary Plans, spec if ications and
working draw~ngs IIhallbe prepared by a registered architect or
engineer normally engaged in the business of providing such
services and employed by Tenant at its expense. If required by
local or state code, these drawings shall bear the seal of an
architect or engineer registered to practice in the
ju~isdiction, in order to obtain required permits. Tenant
shall not submit plans and specifications which have been
prepared by contractors, Buboontraatots or suppliers, since
such plans will not be accepted by Landlord.
G. Failure to Make Submissions and Improper Submissions.
If Tenant fails or omits to make timely submission or
resubmissions to Landlord of Tenant's Preliminary Plans or any
9-12
specifications or any working .drawings within the required time
periods or fails to or delays in submitting or supplying
information or in giving authorizations or in performing or
oompleting Tenant's Work or in any manner del&ys or interferes
with the performance of Landlord's Work, Landlord, in addition
,to any other right or remedy it may have under this Lease, at
law or in equity, may pursue anyone or more of the following
remed in!
1. Landlord m.y give Ten.nt at least ten (10) d.ys'
written notice that if a specified failure, omission or delay
il not cured by the date therein atated, this Lease shall be
deemed oancelled and terminated. If such notice shall be
oomplied with, thiR Lease shall, on the date atated in such
notice, be cancelled and termin.ted without prejUdice to
Landlord's other rights and remedies hereunder! and
2. Afte, written notice of its intention to do so,
Landlord may, at Ten.nt'. cost and expense including, without
limitation, expense for such overtime as Landlord may deem
necessary, proceed with the completion of .ny such Preliminary
Plans and/or working drawings and/or Ten.nt's Work, as the case
may be, and such performance by Landlord shall have the same
effect hereunder as if the desired plans, specifications,
information, approval, authorization, work or other Iction by
Tenant had been done (but not paid for) as herein required, and
3. Landlord may require Tenant to pay to Landlord, as
additional rent hereunder, the cost to Landlord of completing
the demised premises in accordance with the terms of this Lease
over and above what would have been such cost had there been no
such failure, omission or delay, and
4. In exercising any or all of the foregoing remedies
set forth in Section G.l, 1, 3 and 4 of this Article III,
Landlord shall be entitled to retain and h.ve recourse to any
hond or escrow deposit provided by Tenant.
If any Tenant submission is rejected because of
failure of Tenant to reasonably conform to Landlord's Design
Criteria, Tenant shall pay upon demand the costs of additional
reviews by Landlord's architects and engineers.
H. Completion of Tenant's Work.
Tenant shall complete Tenant's Work as quickly as
possible, but in no event later than the rental commenoement
date.
I. Occupancy Permit.
Tenant shall secure an occupancy permit from that
authority which has jurisdiction over the premises in
sufficient time to permit Tenant to open the premises at the
rental oommencement. date.
J. Completion Date.
See Lease Section 302.
It. Li,ns.
B-1J.
.
. '
Prior to commencing any of T~nant's Work, Tenant shall
file or cause its contractor to file in the appropriate office
a waiver of mechanic's lien binding upon such contractor and
all subcontractors and materialmen ~nd shall thereafter pay all
contractors and materialmen so as to minimize the possibility
Of a lien attaching to the demised premises or the Shopping
Center in oonnection with Tenant's Work. If a mechanic's lien
'~3 filed against the demised premises or the Shopping Center,
in connection with Tenant's Work, Tenant agrees to bond against
or discharge such lien within ten (10) days after written
request by Landlord. If Tenant shall fail to cause such lien
to be bonded against or discharged within the time aforesaid,
then, in addition to any other right or remedy which Landlord
may ~ave under this Lease, at law or in equity, Landlord may
(but shall not be obligated to) from and to the extent of any
escrow deposit theretofore deposited by Tenant with Landlord
and/or from any other source, discharge the same either by
paying the amount claimed to be due or by procuring the
discharge of such lien by deposit or bonding proceedings, and,
in any such event, Landlord shall be entitled, if Landlord so
elects, to compel the prosecution of any action for the
foreclosure of such lien by the lienor with interest, costs and
expenses. In the event that Landlord elects to make any or all
such payments from and to the extent of funds other L..an the
aforesaid escrow deposit, Tenant shall reimburse Landlord, as
additional rent, upon demand, to the extent of such sums and
all costs and expense incurred by Landlord in connection with
the removal of any such lien together with interest thereon at
the highest rate permitted by law, but in no event higher than
ten perc~nt (10\) per annum from the respective dates of
Landlord making of the payment and incurring of the cost and
expense. In addition, Landlord, at its option, may treat
Tenant's failure to comply with the foregoing as an event of
default.
Notwithstanding anything in this lease to the contrary, Landlord
~ill engage the services of an architect mutually approved by Tenant and Landlord
to prepare design and construction plans for the construction of the store; Landlord
will engage the service of a general contractor mutually approved by Tenant and
Landlord to construct the store premises as per plans mutually approved by Tenant
and Landlord including storefront, perimeter walls and partitions consisting of
g,w.b. taped, spackled, and painted, toilet room consisting of fixtures and
exhaust fan, floor, floor covering (carpet in sales area and dreSSing rooms and
VAT in stockroom and toilet room.) lay-in acoustical ceiling and/or gyp wallboard
ceiling, ceiling lighting fixtures, complete heating and cooling equipment including
thermostat controls, electric service to the premises and electric distribution,
sprinkler system including mains. laterals, drops and heads, and telephone wiring
ready for installation of telephone by tenant. Landlord will obtain all permits
and pay all fees for same regarding construction and tenant's occupancy of the
premises. Landlord's construction obligations shall not include storefront
identification sign, decorative Hghting chandelier Ilnd decorative accessories
which shall be the responsibility of the tenant.
8-14
A
.
SIGN REGULATIONS AND
SPECIFICATIONS
EXHIBIT wCw
The purpose of these regulations is to encourage and
develop oreative and diversified signing for Tenant atore. in
'compliance with the following criteria which .ha1l in any event
be limited by the provisions of Section 1501 and Exhibit B of
the Lease Agreement.
a. Wording of the signs shall be limited to Tenant'.
permitted store or trade name. Tenant's customary signature or
logo, hallmark, insignia, or other trade identification will b.
permitted only if in conformity with these sign regulations.
b. Signs shall consist of individual letters. Signs
of the flashing, blinking or animated type are not permitted.
Box type signs, when built into and an integral part of the'
stott front design may be submitted for consideration.
c. The size of all signs shall be limited and shall
be in scale and harmony with the Shopping Center. The
lettering on Tenant's sign shall not exceed the following
limitationsl
(i) Height - 16w for letters with the exception
of the initial capital letters, if used, which may be 24w/
depth - lW minimum, 4" maxiumum.
(ii) Area - No lettering shall be located within
two (2) f.et of any adjacent store or corridor, nor shall any
sign occupy more than seventy (70') percent of the store
frontage on the mall. The location of the lettering within the
permitted sign area shall be such as to present an orderly
appearance of all of the signs of all the Tenants in the mall,
taken as a composite or pancrama of signs.
d. Printed signs on storefronts or show windows are
prohibited with the exception of small-scale signs which are
neatly lettered on the glass of the st~refront or logos on door
handles.
e. Subject to compliance with all applicable code
requirements, public safety decals or art work on glass in
minimum sizes may be used.
f. Paper signs, stickers, banners or flags may not be
used by Tenant.
g. An exterior sign (one located on the outside of
Tenant's real wall) shall be permitted only in the case of
those tenants authorized by Landlord to have a direct rear
customer ent~ance from 'the parking area, and shall be subject
to Landlord's sole discretion as to design, size and location.
h. No exposed raceways, ballast boxes or electrical
transformers will be permitted.
i. Sign company names or stamps shall be concealed
(applicable ~rdinances and codes permitting).
j. No exposed sign illumination and no flood lighting
of signs or storefronts shall be permitted.
C-l
. .
k. No perman~nt or temporary window signs fastened to
the interior or exterior of the show windows shall be permitted
except for siqnature or identification signs lettered or
affixed directly on the glass.
1. No more than one store sign may be installed on
each store frontage in which one or more customer entrances are
located. If the lease~ premises is a wcornerw store even
though a customer entrance is not located on each frontage, twO
store signs may be installed one on each store frontage of the
leased premises.
m. All sign letters and sign boxes must be internally
illuminated, with the exception of exposed decorative lighting
Which shall be in white only. Maximum brightness allowed for
interior signs which front on the enclosed mall, if any, will
be 100 foot lalllberts taken at the letter face.
n. No portion of any sign shall project more than 8w
beyond the storefront.
o. Signs and identifying marks shall be placed
entirely within the boundaries of the demised premises with no
part higher than the neutral curtain wall space above the store
front (or neutral band above, if'any).
p. Signs for kiosks, promotional displays or for
shows will in every ins~ance require the written approval of
the Landlord.
q. Tenant shall comply with the requirements of all
applicable codes, and/or local ordinances and obtain local
government approval when required by code. All permits shall
be obtained by the tenant's own sign contractor at Tenant's own
cost and expense.
r. All signs must be wUnderwr i teu Approvedw.
s. No wood blocking or flammable construction
material Is to be useo In the attachment of any sign material
above the store front.
t. Interior projecting signs or graphic
identification which front on the mall shall not be greater
than 2'6w x 2'6w! interior illuminated cube modules which front
on the mall shall not be greater than 2'6w x 2'6w x 2'6w.
Tenant shall submit drawings for Tenant's signs and
other methods of identltication in accordance with the
proviSions of Exhibit wBw. Notwithstanding the fact that such
signs and other methods of identification are in compliance
with the foregoing criteria, no such sign or other method of
identification shall be installed by Tenant without Landlord's
prior Written approval of their size, type, location, quality
and aesthetic properties.
C-2
.
EXHIBIT -Ow
CONDITIONED AIR CHARGE RATE ADJUSTMENT SCHEDULE
The fOllowing is the wConditioned Air Charge Rate
Adjustment Schedulew referred to in Article XI of the Lease.
Except al otherwise provided, all terms herein shall
have the same meaning as in the Lea.e.
The Tenant's annual wConditioned Air ChargeW shall be
the Bum of the capital facilities charge, the electric energ~
usage charge, the maintenance charge, and the make-up air
charge.
(a) The cubic feet per minute (CFM) of conditioned
air for the Tenant's demised premises shall be determined in
accordance with procedures described in the Design Criteria
referred to in Exhibit w8,w hereinafter called the wTenant
CFH.w
(b) The Tenant's annual capital facilities charge
shall be equal to $1.00 per wTenant CFH" of conditioned air for
the demised premises.
(c) The Tenant's annual electric energy charge for
conditioned air.
(1) Included as part of Common Area charges,
each Tenant will be allowed a maximum of one (1) CFM
of conditioned air per sq. ft. of his demised preNises
at no additional electric energy charge.
(2) The annual electric energy charge for the
wTenants CFMw shall be equal to 14 KWH per wTenant
CFMw in excess of one (1) CFM per sq. ft. of Tenant's
demised premises m~ltiplied by the Landlord's KWH cost.
(3) The Landlord's KWH cost shall be the
Landlord's total electric energy cost for the Shopping
Center divided by the total KWH purchased.
(d) The Tenant's annual maintenance charge for
conditioned air.
(1) The Tenant's annual conditioned air charge
for maintenance shall be equal to wTenants CFM"
multiplied by the Landlord's maintenance cost per CFM
of conditioned air.
(2) The Landlord's maintenance cost per CFM of
conditioned air shall be the Landlord's total cost to
maintain the Tenant air conditioning systems divided
by the sum of all -Tenant CFM.-
(e) The Tenant's annual make-up air charge.
D-1
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COOLING LOAD TABULATION DATA - -M-lw
TENANT NAMEl
'TOTAL LEASED AREAl
SAMPLE STORE
SPACE NO. I 00
2.S00 AIR CONDITIONED AREAl 2,SOO SF
LOAD DESCRIPTION I
L}.OO X (90. - 75-) X 0.08 ·
(mAf wU- (CEILING)
S60 X !!I X 0.24 II
(AREA) wtI- WALL
~EOPLE 33 x 315 BTU/PERSON-SENS ·
(QUANTITY)
CEILING
WALL
10,395
LIGHTINGl
FLUORESCENT
LIGHTING ~ x 3.41 x 1. 20 . 26,210
W T
INCANDESCENT
LIGHTS 1,OSO X 3.41 . 3,580
(WATTS)
POWER 1,246 X 3.41 II 4,2S0
(WATTS)
MISCELLANEOUS 3,llS X 3.41 .. 10,625
(WATTS)
MISCELLANEOUS EQUIPMENT ..
TOTAL SPACE - SENSIBLE LOAD 60,480
TENANTS CALCULATED SUPPLY AIR QUANTITY (bAQ)
TOTAL SENS LOAD. 60,4BO
(1.08) (T2-Tl) 1.08 (75-55)
MAKE-UP AIR REQUIRED
. 2,BOO
3,500
Tl . SUPPLY AIR TEMP.! T2 . RETURN AIR TEMP.
Tl - T2 .. 20-F
D-4
.
CFM
CFM
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EXHIBIT WEW
ELECTRICITY COMPONENT
The Electricity Component shall be the monthly sum equal
tOl 0,) the kilowatt-hour (KWH) charge, and (2) the capital
facUitlee ch~rge. . . "
(a) The monthly KWH char~e shall be calculated as
follows!
Tenant's main fuse size in Amperes x 'M' x 0.831 (to
convert to !W) x hours of operation per month x
Landlord'. kilowatt-hour cost.
The multiplier 'M' is Landlord's judgment of the
extent of utilization of full capacity and shall be
equal to the following I
Fast Food Tenantl
M · .5
Sit Down Restaurant Tenantl M · .5
Pet Shop Tenants
All other Tenants!
M · .B
M · .7
(b) The monthly capital facilities charge shall be based
upon the Tenant's main fuse size and shall be in
accordance with the following schedule!
Fast Food Tenantl $3.75/Ampere (all
electric)
Fast Food Tenant I $S.SO/Ampere (gas
cooking)
Sit Down Restaurant Tenantl $4.S0/Ampere (all
electric)
Sit Down Restaurant Tenant I $4.00/Ampere (gas
cooking)
Pet Shop Tenantsl $4.00/Ampere
All other Tenants I
20 and 30 amps $S.SO/Ampere
40 and SO amps $4. SO/Ampere
60 amps and above $3.00/Ampere
(0) The -Landlord's Kilowatt Hour CostW for each month
during the Lease Term shall be the sum derived by
dividing into Landlord's Electrical Cost for such
month the number of kilowatt hours used by Landlord
during such month as such hours are set forth on all
bills to Landlord included in Landlord's Electrical
Cost.
(d) wLandlord's Electrical CostW shall be the total cost
t~ Landlord for electricity used in connection with
the operation of the Shopping Center, including,
without limitation, the cost for electricity consumed
in the Landlord'o Property and all buildings and
improvements thereon and all common areas, inCluding
the lighting, heating, ventilating and
air-conditioning thereof. .
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50NO~D~T~'~O~~'~1:S~PE~V~,~L~,~:~ .
~------------~_..- ,..... , -~-- [- -........-'-,-'---_~__.____m.....__...._:J:
SHERIFF SERVICE PLEASE TYPE OR PRINT LEGIBLY. ~
....__m!.~~~..S.!.~,E..CE~~!~ .nd~~~F~~AVIT OF RE!~RN _. DO NOT DETACtt ANY C9PIE8. _ ()
1 PLAINTIFF/a I 2 COURI NUMflER 0
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OF 2
CA.M.e.. "II.!. RHOP..1'lNG...CENTEILASSOC......__
3 DEFENDANT/SI
_,__...91l.,.,2.059___ _._____
<1 TYPf or WfllT Of! COMPLAINT
B~!lY D. .. F.T II!" ,__~~_..~__.... ,.,._____... _..___COMPJ.ALNT..__..___.._n___~'_____
8~E ___:=~INO~V~DU~=lf=~N_~TC~::~::v:~,....____.___ ...______.......,_...___.__.,.._____j
. 6 AODRUSS jSlreot or AJlO, Apar1M8n' No, CUv. 80m, Twp. Stalu and llf) Code) ""'
AT 122 W. HIGH ST., reL1ZABETHTOWN PA 17022 ~
_.W'~'''_''_~ ...._~...__.,..~...._._.______~.._.___._..~___.~_ .......
7 INDICATE UNUSUAL SE~VICE. LI DEPUTIZE [) OTHEfl ._._.:0
NOW:----., ... 19 ___ ,I, SHI!RIFF OF LANCASTER COUNTY~p',cd;-herebV de'putlze the Sherltl 01 ;J>o
County to exeoute this Wrll and make return thereof aD cording ~
!-3
.---=--.:0
tr.l
tr.l
to law, This deputation being made at the request and risk 01 the plalnUtl. _
e, aPlCIAL INITIlUCTloNe OR OTHIR Il'lfOliMATION THAT WILL ASSIST IN IXPEDITING SERYICE,
!HIERI~r Of LANCAg'fll COUNTY
NOT! ONLY APPLlCAlLE ON WAIT OF EKICUTIOH: N,I. WAIVER OF WATCHMAN - Anv deputy sheril/lollYlng lIpon or allachin~ allV property under
wllhlfl writ m.y l..vI lime wUhoul a walchman, in cLJ9lodvolwhomever Is found in possession, alter notlfving person ollovy or attaohment, without fiablUly on
the par1 of luoh deputy or t~e tharilf to any pralnlllf herein 'or any 1099, dostruction CJr remo....al 01 any such property relor(l sherif!'s sale thereof
.. IIGIIATURI 01 ATTORI4IY 0' olhor l!RIGINATOR Wi'ELEPHONE NUMBER ] 11 DATE
CUMBERLAND CO .JU!ERIFF ,.flLAILV COSTS 232-8000 __ 7-23-98
fa, IIND NOTICI Of .IRYICE COPY TO NAME AND AODRESS IELOW, (fhll ".. mUlt b. complll.d " noilc, II 10 b. moll.d, ,
F STEPHEN~ON M~TTHES, ESO, AT 100 PINE ST.. HBG. PA 17108-1166
SPACE BELOW FOR USE OF SHERIFF ONLY - DO NOT WRITE BELOW THIS LINE
13.'.oknowl.dg. receipl 01 lhowrlll NAMEOf AUlhorllod LCSO Dop"~1 or Clo.. 1'i4:D'010 Rocolvod 15. E,plrohonIH.Oring dall
orcomplaln'ASlndlcftlodoboYl. .....J.llDy MORRIS 295...3..2Q9 L1=27-98 8-21-98
16. 1 hereby OERTIFY and RETUAN lhatll5thave porsonally sorved, 0 have legal evldenoe 01 service 39 snOWI! in "Aema'ks", [] havo oll.ftculed as shown in
~Aem.rka~, Ih, wflt ot oompl.lnl dea&ibed on Ihe Individual, company, corpora lion, ole" althe address snown above at onlhe individual. company, cor-
"orallon, elc,_ lithe addrosslmlerted bolow by handing a TRUE and ATTESTeD COPY therllo'
. .
17,0 Iller,bV <lortifV ancl r,lurn a NOT FOUND because I am unable 10 locale Ihe individuill, company, corpo'allon, ele" named above, ISfle remarks below)
18. Naml and hll. 01 Individual s.,yod Ii' not shown abov.) (Rolationshlp to Dol,ndo"I;-- 'l19 LlNoSoM';'
See Aernarn 8tkJw (No. 30)
20, Address 01 white served lcomplele only II dljjo'onllh!H~ shown above) (Slroot' or RFO, Apartment No, Clty,Boro, Twp 21- Dale of Service 22 Time
Slale find Zip Code)
Y-'1.51i'
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23. ATTIMPTI TP'''1M]!.1
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24. Advanoe COlta -
D'p,lnt.
S.T.A.
29 COI'( Due 0" "IFUHD
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R 9.1..9.81 1 no ()()_
3D REMARKS:
-'H ~J, J Ii IOAN8WER.
31. AFFIRMED and Bubscrlb'Jd 10 bGlore me Ihls ~, -/1/)" A. .stillt/lL
~ Q 8' 8~pS~:rW,~~",~~ /.1 ~
34dSyol W4-b. .~ """:.:.,..!!!,?'~......,.,.._.,7-.----
37 .. ~'oIh,"OI"VI~~:'~4'l ';.....iA!.U~tAsn,rEoUNTY
MY COMM SSI9N EXPIRES ,_._1.
38. I ACKNOWLEDGE RECEIPT OF THE IHIR'fF'e RE. TURN SIGNATURE I "---~-__~~_-Ti9-0_'" """YO.
OF AUTHORIZ~O ISSUING AUTHORITY ANO TITLE . _--L.....
1, WHITE. ISlIulng Authority 2. PINK' . Marney. 3. CANARY" ShoriH'R Olflce 4, BLUE" ShtlliH's Offlco
OF 2
SHERIFF'S OFFICE
60 N~ DUKE STREE::!_O. BOX a~480, LAl-ICAS~~R, PENNS~LV~IAH608'3480 . (717) 2~9,a200 ~__ _,~_.;&_
SHERIFI'SERVICE r--PLEASE TYPE OR PRINT LEGIBLY. Ii:
PROCESS RECEIPT, o!"d AFFIDAV~T,~! R,E.!URN _ __L DO NO!. DE~CH_~~'(_ COPI1!8..!......~
iPLAINnFFISI EWURf NUMBER tl
C~M~FF~iA~~ISISHO~!!_~~, C~N.TE..~__ASS()~_ - -- -- -----.... - 4" fYfij9(~f:-W~~~~ GOMf>fAliiT ,JL
6ARRY D. LEADER COMPLAINT
-8~EE' NAME OF INDIVIDUAL. COMPANY, CORPOf1^ TION. ETC. TO lii'sEniii'rY-- -.- -- . ---, .. --,-... --....-, ... . ..,-, .- ...... .
.. 6 ~:D~~; rs?:" o~ :F:,~~a~m;;N~, ~~ ~~oT~~Esla~~~d~~~~d.i-'--"h_"._'-"_.'-' -'---------..,.---~
AT 122 W HIGH ST. I E~IZ~BETH~:?W~,~_ PA 17022 .....___._~
7. INDICATE UNUSUAL SERVICE,.. [] DEPUTI~E 11 OTHER _ _..___, ..Jll..,
Now, 19 _ , I, SHERIFF OF LANCASTER COUNTY, PA" do hereby deputize the Sheriff of :0
.. County to execute this Writ and make return thereol 6ccordlng iI"
to law, This deputation being made at the request and risk 01 the plaintiff. .- '''''''' on."""",ou",, ,_,_,_,~:-
I. "ICtAL ,NITfIIUCTfONioft OT"!" 4NFO"MATION THAT WILL A8118T IN eXPEDITINQ SERVICE.: ------.:r
::0
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HOTE ONLY APPLlCAIIU ON WAIT OF EXECUTION: N,I, WAIVER Of WATOHMAN - Any deputy ~hen'llevying upon or allaching My prOperlY under
within wril may leave same wllhout a walchlTl8n, IncuSlodyol whom(lvor is found In pl.lssesslon, aller nolllyl"\) person ollevyor allachmenl, wilhoul liabilitv on
lhe part 01 such deputy or the shflriff to any plalnlUl herein lor any loss. desHucllon or removal of My such propeny before sherifl's sale theroo!
., alQNATURE 01 AnORNEY 0' olho' ORIGINATOR ~~'(ll8~'bNUMo/'!l23_~f' OAfE-'-'
Cl/~_""/j@ 6jqE~Y:oAAo NAME AND ADDRESS IELOW, (Thl' ".. mutt b. oomplttod If noUo. I. 10 b. m.llod).
SPACE BELOW FOR USE OF SHERIFF ONLY - DO NOT WRITE BELOW THIS LINE
NAME 01 Authorized LCSO DOpuly Of CIOIk ~4. Dale Ae celved 15 E"piration/Hearing dale
13. I acknowledge receipt ullhe writ I
o,oomplalnla.lndloal.dabove. J MORRIS 295-3609 7-27-98 8-21-98
16. I herebvCIRTIFY and RETURN the1 ~ave personally served, 0 have legal evldellce of service as shown in "Remarks".LJ have Itl(ocuted as shown in
"Aemarks", lhe writ or oomplaint descriSlid on lhe Individual, company, corporation. elc.. atlhe address shown above or on the Individual, company, cor.
porallon. elc.. "I the address inserted below by handing a TRUE .nd AnESTED COPY theroof
17,01 hereby certlly and relurn a NOT FOUND booBuse I am unable 10 locale the Individual, company, corporation. (llc" named above. lSee remarks beloW)
18. Name aM title of Individual served (iI nol shown above) (RolationShlp 10 Defendant) ~ [JNoStirvIOl
_-1._ Set Aemath Below (No. 30)
20. Addreu of whflr. served lcomplete only If dlflerenllhan shown above) ISlreOet or AFD, ApartrMnl No., City, Boro, Twp 21. Date 01 Service 22. Time
Slatft and lip Code)
s ']1- 78'
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23 AnEMPTI
Mil..
O.p.lnt,
-
24. Advance Coats
R2.1.987 *
30 REMARKS,
S.TA,
:H, AffIRMED and subscribed 10 belate me this
.s-'f~
lL9L..-
34 da~
~:(,
37 _
P,olhonola1vl
MY COMMISSION EXPIRES .__.
38,1 AOKNOWLEDGE RECEIPT OF THE aHERlfF'S RE.TURN SIGNATURE I
OF AUTHORIZEO ISSUING AUTf!ORITY ~ND TITLE
'----------1:
39 Oatl f1tcti'lld
1. WHrre . Issuing AUlhorlly 2. PINK. Attornoy .1. CANAFlY 0 Shariff'a Olhce 4, aLUe . Shorlll'a OffIce