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HomeMy WebLinkAbout8018RESOLUTION NO. 8018 A RESOLUTION APPROVING A LEASE BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND BUELL DEVELOPMENT CORPORATION, FOR THE PURPOSE OF ESTABLISHING A SATELLITE MUNICIPAL COURT BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, THAT: SECTION 1 A lease between The City of Pueblo, A Municipal Corporation, and Buell Development Corporation, a copy which is attached, is hereby approved. SECTION 2 The purpose of said lease is to establish a satellite Municipal Court location. SECTION 3 Lease payments in the amount of $2,446.58 per month, and other expenses related to the creation of this facility, will be disbursed from the 1997 Municipal Court budget. INTRODUCED December 23 , 1996 ATTEST: BY: Cathy Garcia Councilperson APPROVED: Pres' dent of the Council City lerk LEASE MIDTOWN SHOPPING CENTER 1000 W. 6TH STREET PUEBLO, COLORADO 81oo3 TABLE OF CONTENTS Section Page 1. BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS .................... 2 2. PREMISES ............................. ..............................4 3 . TERM ................................. ..............................5 4. RENT ................................. ..............................5 5. USE ................................ ............................... 8 6. UTILITIES ............................ ............................... 9 7. PERSONAL PROPERTY TAXES ............ ............................... 10 8. LICENSES AND TAXES .................... .............................10 9. ALTERATIONS ....................................................... 10 10. MAINTENANCE OF PREMISES ............ ............................... 11 11. LIENS AND ENCUMBRANCES ............. ............................... 11 12. ASSIGNMENT AND SUBLETTING .......... ............................... 12 13. COMMON AREAS ........................ .............................13 14. INSURANCE AND INDEMNITY ............. ............................... 13 15. EMINENT DOMAIN ..................... ............................... 15 16. TENANT'S DEFAULT ...................... .............................15 17. DEFAULT BY LANDLORD .................. .............................17 18. RECONSTRUCTION ...................... .............................17 19. SUBROGATION AND ATTORNMENT; MORTGAGEE PROTECTION ................. 18 20. ACCESS BY LANDLORD ............... c.... .............................19 21. SURRENDER OR ABANDONMENT OF LEASED PREMISES ...................... 19 22. QUIET ENJOYMENT ...................... .............................19 23. AUTHORITY OF PARTIES .................. .............................20 24 . SIGNS ................................ .............................20 25 DISPLAYS ............................. .............................20 26. AUCTIONS AND SALES ................... .............................20 27. MERCHANTS' ASSOCIATION ............. ............................... 21 28. MISCELLANEOUS ........................ .............................21 28.1 Successors or Assigns ...... ............................... 21 28.2 Tenant Defined ............ ............................... 21 28.3 Broker's Commission ....... ............................... 21 28.4 Partial Invalidity ............ ............................... 21 28 Recording .................. .............................21 28.6 Notices .................... .............................21 28.7 Plats and Riders ........... ............................... 21 28 Walver .................... .............................22 28.9 Joint Obligation ............ ............................... 22 28.10 Marginal Headings .......... ............................... 22 28 Time ..................... .............................22 28.12 Late Charges .............. ............................... 22 28.13 Prior Agreements ........... ............................... 22 28.14 Inability to Perform ......... ............................... 22 28.15 Choice of Law ............. ............................... 22 28.16 Attorneys' Fees ............ ............................... 22 28.17 Competition ................ .............................22 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F - INTENTIONALLY NOT APPENDED Exhibit G LEASE MIDTOWN SHOPPING CENTER 1000 W. 6TH STREET, PUEBLO, COLORADO 81003 THIS SHOPPING CENTER LEASE is made an entered Into this day of December 19 96 _ by and between THE BUELL DEVELOPMENT CORPORATION, (hereinafter referred to as the "Landlord "), and PUEBLO. A MUNICIPAL CORPORATION (hereinafter referred to as the "Tenant); WHEREAS, the Landlord owns that certain real property and improvements now or hereafter located thereon as described in the legal description thereof attached hereto and made a part hereof as "Exhibit A" (hereinafter referred to as the "Shopping Center'); and WHEREAS, Landlord desires to Lease certain space to Tenant, as more fully set forth herein, and Tenant desires to take and lease such space from Landlord, as more fully described below (hereinafter referred to as the "Premises "); NOW THEREFORE, for and in consideration of the rents reserved hereunder and the terms hereunder and the terms and conditions hereof, the Landlord hereby rents and leases to Tenant, and Tenant takes and leases from Landlord, the following described Premises all upon the following terms and conditions: 1. BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS. 1.1 Basic Lease Provisions: DATE: December , 1996 LANDLORD: The Buell Development Company 2700 E. Hampden Boulevard Denver, Colorado 80110 TENANT: City of Pueblo, Municipal Court TENANTS TRADE NAME: ADDRESS OF TENANT: Space R containing approximately 2.669 square feet of floor area. LEASE TERM: Six (6) months. One six (6) month option at same base rent. COMMENCEMENT DATE: January 6. 1997 , or as otherwise set forth in Section 3.1. TERMINATION DATE: June 30, 1997 FIXED MINIMUM RENT: $ 2,446.58 per month INITIALS DATE 2 TENANTS PRO RATA SHARE OF ADJUSTMENTS: TENANTS PRO RATA SHARE OF COMMON AREA MAINTENANCE AND OTHER ITEMS: PERCENTAGE RENT RATE: PERCENTAGE RENT PERIODS: PERMITTED USES: NUMBER OF DAYS FOR COMPLETION OF TENANTS WORK: SECURITY DEPOSIT: GUARANTOR: ADDRESS OF GUARANTOR: TENANT FINISH ALLOWANCE: .012% approximately 2,669/211,749 shopping center sq. ft. .012% approximately 2,669/211,749 shopping center sq. ft. N/A N/A Administrative, Traffic court facilities N/A N/A N/A Landlord agrees to provide Tenant with two (2) ADA compliant restrooms at Landlord's expense. Landlord further agrees to paint and clean premises prior to the commencement date. INITIALS DATE M 1.2 Significance of Basic Lease Provisions. Each reference in this Lease to any of the Basic Lease Provisions contained in Section 1.1 shall be deemed and construed to incorporate all the terms provided under each such Basic Lease Provision. 1.3 Enumeration of Exhibits. The exhibits enumerated in this Section and attached to this Lease are incorporated in this Lease by reference and are to be construed as a part of this Lease. Each party agrees to perform any obligations on its part stated in any and all such exhibits: Exhibit A. Exhibit B. Exhibit C. Exhibit D. Exhibit E. Exhibit F. 2. PREMISES Legal Description of Shopping Center. Site Plan of Shopping Center. Sign Criteria. Description of Landlord's and Tenant's Work. Rules and Regulations. Guarantee. 21 Shopping Center. (a) Definition. The Landlord Is the owner or ground lessee of the Shopping Center, which Shopping Center is depicted In the Site Plan of Shopping Center attached hereto as Exhibit B. The Tenant shall only have such rights in and to the Shopping Center as are specifically set forth herein. (b) No Representations. It is agreed that the depiction of the Shopping Center on Exhibit B does not constitute a representation, covenant or warranty of any kind by Landlord, and Landlord reserves the right from time - to-time to change the size and dimensions of the Shopping Center, locate, relocate, alter and /or modify the number and location of buildings, building dimensions, the number of floors in any of the buildings, parking areas, store dimensions, identity and type of other stores and tenancies and the common areas located from time - to-time in or on the Shopping Center. Tenant agrees that it shall look solely to that portion of the Shopping Center which constitutes the Premises with respect to any liability accruing hereunder, it being expressly understood and agreed that the Shopping Center and any other real estate which may constitute a portion of the Shopping Center shall be free from any such liability. 22 P.M. Mses and Dennise. Landlord hereby leases and demises to Tenant, and Tenant hereby accepts from Landlord, subject to and with the benefit of the terms and provisions of this Lease, the Premises described in Section 1.1 and depicted in cross hatching on Exhibit B. 2.3 Reserved to Landllord. Landlord reserves the use of the exterior walls (other than store fronts) and the roof of the premises, and the right to install, maintain, use, repair and replace pipes, ducts, conduits and wires leading through the Premises in locations which will not materially interfere with Tenant's use thereof and serving other parts of the Shopping Center. Further, the Landlord has the right to use the land below the Premises in any manner which does not materially interfere with Tenant's use of the Premises. 2.4 Acceptance of Premises. Upon delivery of the Premises to Tenant, Tenant shall acknowledge to Landlord in writing that Tenant has inspected the Premises and accepts them in their then condition or else shall notify Landlord, with ten (10) days, of any deficiencies then apparent. 2.5 Entry. By entry hereunder, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair, unless Tenant otherwise notifies Landlord in writing, with ten (10) days, of such deficiencies. 2.6 Relocation. Landlord to have the right to relocate Tenant on six (6) months notice in INITIALS DATE 4 substantially equivalent premises elsewhere In the Center, provided that all of the Tenant's expenses caused by such relocation shall be paid by the Landlord. 3. TERM. 3.1 Lease Term. This Lease shall be for the term set forth in Section 1.1 above (the "Term" or "Lease Term ") and shall commence on the date shown in Section 1.1 above, or the day Tenant opens for business, whichever is earlier, but in no event later than thirty (30) days after substantial completion of Landlord's Work as called for in Section 3.2 below. The Lease Term shall terminate at midnight on the termination date set forth in Section 1.1 above. 3.2 Landlord's and Tenant's Work. If the Premises are not presently complete, Landlord shall deliver to the Tenant, and the Tenant agrees to accept from the Landlord, possession of the Premises forthwith upon substantial completion of the Landlord's Work as described in Exhibit "D" hereto. Landlord shall, at its sole cost and expense as soon as it is reasonably possible after the execution of this Lease, commence and pursue to completion the improvements to be erected by Landlord to the extent shown on the attached Exhibit "D ". The term "Substantial Completion of the Landlord's Work" is defined as the date on which Landlord, or its project architect, notifies Tenant in writing that the Premises are substantially complete to the extent of Landlord's Work specified in Exhibit "D" hereof, with the exception of such work as Landlord cannot complete until Tenant performs necessary portions of Its work. Tenant shall commence the installation of fixtures, equipment and any of the Tenant's Work as set forth In said Exhibit "D" promptly upon substantial completion of Landlord's Work and Tenant shall diligently pursue such installation to completion. 3.3 Statement as to Lease Term. When the commencement date and termination date of the Lease Term have been determined as provided in Section 3.1, Landlord and Tenant shall execute, acknowledge and deliver a written statement in recordable form specifying therein the commencement date and termination date of the Lease Term, and such dates shall be inserted in Section 1.1 above. 4. RENT. 40 Minimum Rent (a) Mk*mm Rent Tenant shall pay to Landlord, without notice or demand and without any set -off or deduction whatsoever, as fixed minimum rent the sum specified in Section 1.1 above per month (the "Minimum Renr), which Minimum Rent shall be paid in advance on or before the first day of each calendar month of the Lease Term. If the Lease Term commences or expires on a day other than the last day of a calendar month, the Minimum Rent for such month shall be a prorated portion of the monthly Minimum Rent, based upon a thirty (30) day month. If Landlord is to perform work on the Premises as set forth In Section 3.2 hereof, the Lease Term, and the payment of Minimum Rent hereunder, shall commence thirty (30) days after Landlord delivers the Premises to Tenant after substantial completion of Landlord's Work pursuant to Section 3.2 or the day on which Tenant opens for business in the Premises, whichever occurs first. The Tenant has deposited with Landlord, the first mont's minimum rent upon the execution of this Lease. (b) Mkumum RentAdjustmenit. Commencing twelve (12) months following the date of the commencement of the term of this Lease and on each anniversary date thereafter, the Minimum Rent as set forth in Section 1.1 above shall be increased by the percentage of increase, if any, in the Consumer Price Index "U.S. City Average" as published by the United States Department of Labor's Bureau of Labor Statistics, above the Consumer Price Index which existed on the date the Lease Term commenced. If the aforementioned Index is discontinued, the parties shall select another similar Index which reflects consumer prices and if the parties cannot agree on another Index, it shall be selected by binding arbitration. 4.2 Security Deposit. Upon the execution hereof, Tenant has deposited with the Landlord as a security deposit the sum shown In Section 1.1 above. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the entire term hereof. If Tenant defaults with respect to INITIALS DATE 5 any provision of this Lease, including, but not limited to the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any sum In default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said security deposit is so used or applied, Tenant shall, within five (5) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a default under this Lease. Landlord shall not be required to keep the security deposit separate from its general funds and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof after deduction hereunder by Landlord shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) within thirty (30) days following the expiration of the Lease Term. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. 4.3 Percentage Rent INITIALS DATE 11 .. an WT .. .. Jr-r7 "zj "MIKH1 M. INITIALS DATE 11 4.4 Adjustments. In addition to the Minimum Rent provided in Section 4.1 above, and commencing at the same time as Minimum Rent commences, Tenant shall pay to Landlord in monthly installments, the Tenant's portion of the following items, herein called "Adjustments ". (a) Taxes and Insursnce. All real estate taxes and insurance premiums on the Premises, Including land, building and improvements thereon. Said real estate taxes shall include all real estate taxes and assessments, including any road improvement districts and the water improvement district, if any, that are levied upon and /or assessed against the Premises during the Lease Term. Said Insurance shall include all insurance premiums for fire, extended coverage, liability, and any other insurance that Landlord deems necessary on the Premises. Said taxes and insurance premiums for purpose of this provision shall be apportioned pursuant to the Tenant's pro rata share of Adjustments and other items shown in Section 1.1 above. Said pro rata share shall be determined in accordance with the total floor area of the Premises as it relates to the total gross leasable floor area of the building or buildings of which the Premises are a part; provided, however, that if any tenants in said building or buildings pay taxes directly to any taxing authority or cant' their own insurance, as may be provided In their leases, their square footage shall not be deemed a part of the floor area for the purpose of pro - rating said taxes or insurance, as the case may be. (b) ' common Area Maintenance. (1) The term 'common area" refers to all areas within the exterior boundaries of the Shopping Center (exclusive of buildings and footprint sites reserved for future buildings and the like included within the Shopping Center, if any) which are now or hereafter made available for general use, convenience and benefit of Landlord and other persons entitled to occupy space in the Shopping Center, which areas shall include parking areas, driveways, malls, sidewalks, landscaped and planted areas. (2) The Tenant and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered and privileged to use the common areas in common with other persons during the Lease Term; provided, that anything herein to the contrary notwithstanding, nothing herein shall directly or indirectly create or give rise to any rights of or to the public in the Shopping Center or any part thereof. (3) The Landlord shall keep or cause to be kept the common areas in a neat, clean, and orderly condition, properly lighted and landscaped, and shall repair any damage to the facilities thereof, but all expenses in connection with the common areas shall be charged and prorated in the manner hereinafter set forth. It is understood and agreed that the term "expenses in connection with the common areas" as used herein shall be construed to include, but not be limited to, all sums expended in connection with the common areas for all general maintenance and repairs, relocation, resurfacing, or painting, striping, restriping, cleaning, sweeping and janitorial services; INITIALS DATE Ur r- 7 72F = TT ri 4.4 Adjustments. In addition to the Minimum Rent provided in Section 4.1 above, and commencing at the same time as Minimum Rent commences, Tenant shall pay to Landlord in monthly installments, the Tenant's portion of the following items, herein called "Adjustments ". (a) Taxes and Insursnce. All real estate taxes and insurance premiums on the Premises, Including land, building and improvements thereon. Said real estate taxes shall include all real estate taxes and assessments, including any road improvement districts and the water improvement district, if any, that are levied upon and /or assessed against the Premises during the Lease Term. Said Insurance shall include all insurance premiums for fire, extended coverage, liability, and any other insurance that Landlord deems necessary on the Premises. Said taxes and insurance premiums for purpose of this provision shall be apportioned pursuant to the Tenant's pro rata share of Adjustments and other items shown in Section 1.1 above. Said pro rata share shall be determined in accordance with the total floor area of the Premises as it relates to the total gross leasable floor area of the building or buildings of which the Premises are a part; provided, however, that if any tenants in said building or buildings pay taxes directly to any taxing authority or cant' their own insurance, as may be provided In their leases, their square footage shall not be deemed a part of the floor area for the purpose of pro - rating said taxes or insurance, as the case may be. (b) ' common Area Maintenance. (1) The term 'common area" refers to all areas within the exterior boundaries of the Shopping Center (exclusive of buildings and footprint sites reserved for future buildings and the like included within the Shopping Center, if any) which are now or hereafter made available for general use, convenience and benefit of Landlord and other persons entitled to occupy space in the Shopping Center, which areas shall include parking areas, driveways, malls, sidewalks, landscaped and planted areas. (2) The Tenant and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered and privileged to use the common areas in common with other persons during the Lease Term; provided, that anything herein to the contrary notwithstanding, nothing herein shall directly or indirectly create or give rise to any rights of or to the public in the Shopping Center or any part thereof. (3) The Landlord shall keep or cause to be kept the common areas in a neat, clean, and orderly condition, properly lighted and landscaped, and shall repair any damage to the facilities thereof, but all expenses in connection with the common areas shall be charged and prorated in the manner hereinafter set forth. It is understood and agreed that the term "expenses in connection with the common areas" as used herein shall be construed to include, but not be limited to, all sums expended in connection with the common areas for all general maintenance and repairs, relocation, resurfacing, or painting, striping, restriping, cleaning, sweeping and janitorial services; INITIALS DATE maintenance and repair of roof, sidewalks, curbs and Shopping Center signs, sprinkler systems, heating, ventilating and air conditioning systems, planting and landscaping; lighting and other utilities; directional signs and other markers and bumpers; maintenance and repair of any fire protection systems, lighting systems, storm drainage systems and any other utility systems; personnel to implement such services including, if Landlord deems necessary, the cost of security guards; personal property taxes on the improvements located on the common areas; all costs and expenses pertaining to a security alarm system for the tenants in the Shopping Center; adequate public liability and property damage insurance on the common areas. Landlord may cause any or all of said services to be provided by an independent contractor or contractors. The Tenant shall pay to Landlord monthly the Tenant's prorata portion of the common area maintenance charge together with a sum for the accounting, bookkeeping and collection of the expenses in connection with the common areas in an amount equal to ten (10 %) percent of the total of Tenant's prorate share of the aforementioned expenses for each calendar year. The amount of the monthly common area maintenance charge shall be equal to the Tenant's percentage of common area maintenances charges as set forth in Section 1.1 above multiplied by the operating cost budget pursuant to Section 4.4 (c) below. The Tenant's portion of the common area maintenance charge is a fraction, the numerator of which is the total floor area of the Premises and the denominator of which is the total gross leasable floor area of the building of buildings of which the Premises are a part. (4) Should Landlord acquire or make available land not shown as part of the Shopping Center on Exhibit B and make the same available for parking or other common area purposes, then said expenses in connection with the common areas shall also include all of the aforementioned expenses incurred and paid in connection with said additional land. (c) SUdemwrk of Adjustment. Upon commencement of rental, Landlord shall submit to Tenant a statement of the anticipated monthly Adjustments, for the period between such commencement and the following January and Tenant shall pay the same and all subsequent monthly payments concurrently with the payment of Minimum Rent. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 1 of each year Landlord shall endeavor to give Tenant a statement showing the total Adjustments, for the Shopping Center for the prior calendar year and Tenant's allowable share thereof, prorated from the commencement of the payment of Minimum Rent. In the event the total of the monthly payments which Tenant has made for the prior calendar year shall be less than the Tenant's actual share of such Adjustments and other charges, then Tenant shall pay the difference in a lump sum within ten (10) days after receipt of such statement from the Landlord and shall concurrently pay the difference in monthly payments made in the then calendar year and the amount of monthly payments which are then calculated as monthly Adjustments and other charges next coming due. The actual Adjustments, for the prior calendar year shall be used for purposes of calculating the anticipated monthly Adjustments and other charges for the then current year with actual determination of such Adjustments, after each calendar year as above provided, excepting that in any year In which resurfacing is contemplated the Landlord shall be permitted to include the actual cost of the same as part of the estimated monthly Adjustments and other charges. Even though the tern has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's share of said Adjustments and other charges for the year in which the Lease terminates, Tenant shall Immediately pay any increase due over the estimated Adjustments and other charges previously paid and, conversely, any overpayment made shall be immediately rebated by Landlord to Tenant. 5. USE 5.1 Permitted Uses. Tenant shall not use nor permit or suffer the use of the Premises for any business or purpose other than the purpose set forth in Section 1.1 above, without the prior written consent of Landlord, which consent may be subject to such conditions as Landlord deems appropriate. 5.2 Uses Prohibited. Tenant shall not do or permit anything to be done In or about the Premises nor bring or keep anything therein which will in any way Increase the existing rate of, or affect any, fire or other insurance upon the Premises or the Building of which the Premises are a part, or cause a cancellation of any insurance policy covering said Premises or Building or any part thereof or any of its contents. Tenant shall not do or permit or suffer anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or Shopping Center or injure or annoy them, nor shall the Tenant use or allow the INITIALS DATE N. Premises to be sued for any improper, Immoral, unlawful or objectionable or offensive purpose, nor shall Tenant cause, maintain, or suffer or permit any nuisance in, on or about the Premises. Tenant shall not commit or allow to be committed any waste in or upon the Premises and shall refrain from using or permitting the use of the Premises or any portion thereof as living quarter, sleeping quarters or for lodging purposes. 5.4 Compfliance With laws. Tenant shall, at its sole cost and expense, promptly comply with all local, state or federal laws, statutes, ordinances and governmental rules, regulations or requirements now In force or which may hereafter be In force with respect to the Tenant's use and occupancy of the Premises and the Tenant's business conducted thereon and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises, (excluding structural changes not related to or affected by Tenant's improvements or acts). The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord to be a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between the Landlord and Tenant. 5.5 Environmentat LUtters. As used herein, the following items shall have the following meanings: 'Environmental Activity' means any actual, proposed or threatened use, storage, treatment, existence, release, emission, discharge, generation, manufacture, disposal or transportation of any Hazardous Materials from, into, on, under or about the Shopping Center or the Premises, or any other activity or occurrence that causes or would cause any such event to exist; "Environmental Requirements" means all present and future federal, state, regional or local laws relating to the use, storage, treatment, existence, release, emission, discharge, generation, manufacture, disposal or transportation of any Hazardous Materials; and "Hazardous Material" means at any time any substances or materials which at such time are classified or considered to be hazardous or toxic under any Environmental Requirement. Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses, and other governmental and regulatory approvals required any Environmental Requirements for any Environmental Activity by Tenant, including, without limitation, the discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Shopping Center or the Premises, and upon termination of this Lease shall cause all of its Hazardous Materials to be removed from the Shopping Center and the Premises in accordance with and In compliance with all applicable Environmental Requirements. Upon having knowledge thereof, Tenant shall Immediately notify Landlord In writing of: any regulatory action that has been Instituted or threatened by any governmental agency or court with respect to Tenant that relates to any Environmental Activity in, on or about the Shopping Center or the Premises; any claim relating to any Environmental Activity by Tenant In, on or about the Shopping Center or the Premises, or that arises out of or In connection with any Hazardous Materials in, on, under or about the Shopping Center or the Premises or removed from the Shopping Center or the Premises; or any actual or threatened material release on, under or about the Shopping Center or the Premises or any adjacent property of any Hazardous Material, except any Hazardous Material whose discharge or emission is expressly authorized by and in compliance with a permit issued by a federal, state, regional or local governmental agency pursuant to Environmental Requirements. Tenant shall provide Landlord with copies of any communications with federal, state, regional or local governments, agencies or courts with respect to any Environmental Activity or Environmental Requirement relating to the Shopping Center or the Premises and any communications with any third party relating to any claim made or threatened with respect to any Environmental Activity by Tenant in, on or about the Shopping Center or the Premises. INITIALS DATE I*] to 6apAleFd), pFatest, - Rd hold I — m n A -' ^ - Pd- --ad- 0 -40h . 1- 68PA IRMARGM, Mp'GyO96, agents, penalt 10FIGNUFOG, 1 06490 ff G*PGAGGG (inc ndeFReys' lose) OFIS #em or. Gaused i n whole Tenant's obligations under this Section 5.5 shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any repair, damage or cleanup, removal or remediation action, or detoxification or decontamination of the Shopping Center or the Premises, or the preparation and implementation of any closure, remedial action or other plans in connection therewith that are required as a result of any Environmental Activity by Tenant, and shall survive the expiration or earlier termination of the term of this Lease. The provisions of this Section 5.5 shall survive the termination of this Lease. & UTILM ES 6.1 Tenant's Obligation. Tenant shall pay before delinquency, at its sole cost and expense, all charges for water, gas, heat, electricity, power, telephone service, sewer service charges and sewer rentals charged or attributable to the Premises, and all other services or utilities used in, upon or about the Premises by Tenant or any of its subtenants, licensees or concessionaires during the Lease Term hereof and the cost of installing meters therefor; provided, however, that if any such services or utilities shall be billed to Landlord and are not separately metered to the Premises, the amount thereof shall be prorated, and Tenant shall pay to Landlord upon demand as additional rental hereunder, an amount equal to that proportion of the total charges for which the number of square feet of gross floor area in the Premises bears to the total number of square feet of gross floor area leased and occupied in the area covered by such combined charges. In no event shall Landlord be liable for an interruption or failure In the supply of any such utilities to the Premises. 7. PERSONAL PROPERTY TAXES. 7.1 Tenant's Ob8gntlIML Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the Lease Term hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures and other personal property located in the Premises. In the event any or all of the Tenant's leasehold improvements, equipment, furniture, fixtures and other personal property shall be assessed and taxed within ten (10) days after delivery to Tenant by Landlord of a statement In writing setting forth the amount of such taxes applicable to Tenant's property. & UCEiNsRE8` AND TAXES. 8.1 TenslWs Obligation. Tenant shall be liable for, and shall pay throughout the term of this Lease, all licenses and excise fees and occupation taxes covering the business conducted on the Premises. If any governmental: authority or unit under any present or future law effective at any time during the Lease Term hereof shall In any manner levy a tax on rents payable under this Lease or rents accruing from use of the Premises or a tax in any form against Landlord because of or measured by income derived from the leasing or rental of said property, such tax shall be paid by Tenant, either directly or through Landlord, and upon Tenant's default therein, Landlord shall have the same remedies as upon failure to pay rent. It is understood and agreed, however, that Tenant shall not be liable to pay any net income tax imposed on Landlord unless, and then only to the extent that, the net income tax in substitute for real estate taxes. 9. ALTERATIONS. 9.1 Alterations by TernnL Tenant shall not make any alterations, additions or INITIALS DATE 14 improvements in or to the Premises without the prior written consent of Landlord, which consent may be subject to such conditions as Landlord may deem appropriate. Any such alterations, additions or improvements consented to by Landlord shall be made at Tenant's sole cost and expense, and: shall be constructsda1& -with a4l applicable bulkfing codes} and - lw laws and regulations. Tenant shall be responsible for the costs of any additionW alteration and improvements required by law to be made. to or in the Shoppft Center as a result of such alterations, additions or improvements: Tenant shall secure any and all governmental permits, approvals or authorizations required in connection with any such work, and shall hold harmless from any and all liability, costs, damages, expenses (including attorneys' fees) and any and all liens resulting therefrom. All alterations, additions and Improvements (and expressly including all light fixtures and floor coverings), except trade fixtures, appliances and equipment which do not become a part of the Premises, shall immediately become the property of Landlord without any obligation to pay therefor. Upon the expiration or sooner termination of the term hereof, Tenant shall, upon written demand by Landlord, given at least thirty (30) days prior to the end of the term, at Tenant's sole cost and expense, forthwith and with all due diligence, remove any alterations, additions or improvements made by Tenant, designated by Landlord to be removed, and Tenant shall, forthwith and with all due diligence, at its sole cost and expense, repair any damage to the Premises caused by such removal. 10. MAINTENANCE OF PREMISES. 10.1 Maintenance and Repair by Tenant Tenant shall at all times throughout the Lease Term at Its sole cost and expense keep the Premises (including exterior doors and entrances, all windows and moldings and trim of all doors and windows) and all partitions, door surfaces, fixtures, equipment and appurtenances thereof (including lighting, heating and plumbing fixtures and any air conditioning system) In good order, condition and repair, damage by unavoidable casualty excepted (but not excluding damage from burglary or attempted burglary of the Premises). When there is a heating and air conditioning system, Landlord will contract for service checks and fitter changes and Tenant agrees to pay its pro rata share of such service calls and fitter changes on the units serving Tenant's Premises, all as set forth in Section 4.4(c) above. Without limiting the generalities thereof, Tenant shall keep the glass of all windows, doors, and showcases clean and presentable; replace immediately all broken glass In the Premises; at reasonable intervals paint or refinish the interior of the Premises and the store front, including entrances as determined by Landlord; make any necessary repairs to, or replacements of, all door closure apparatuses and mechanisms; keep all plumbing clean and in good state of repair including pipes, drains, toilets, basins and those portions of the heating system within the walls of the Premises; at Landlord's request, assist Landlord to remove all snow and ice from the sidewalk in front of the Premises , and keep all utilities within the Premises in good state of repair. 10.2 Fare to Maintain. If Tenant fails to keep and preserve the Premises as set forth in Section 10.1 above, Landlord may, at its option, put or cause the same to be put in the condition and state of repair agreed upon, and In such case, upon receipt of written statements from Landlord, Tenant shall promptly pay the entire cost thereof as additional rent. Landlord shall have the right, without Itabillty, to enter the Premises for the purpose of making such repairs upon the failure of Tenant to do so. 10.3 Repairs by Landlord. Landlord shall keep the roof, exterior walls (exclusive of store fronts), foundations and building structure of the Premises in a good state of repair, and shall accomplish such repairs as may be needed promptly after receipt of written notice from Tenant. Should such repairs be required by reason of Tenant's negligent acts or failure to act, Tenant shall promptly pay Landlord for the cost there of as additional rent. Tenant shall immediately inform Landlord of any necessary repairs and Tenant shall make none of such repairs without Landlord's prior written consent. Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance required of Landlord hereunder unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Except as otherwise specifically provided herein, there shall be no abatement of rent and no liability of Landlord by reason of any Injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises or Building of which the Premises is a part or in or to fixtures, appurtenances and equipment therein. INITIALS DATE 11 10.4 Surrender of Premises. At the expiration or sooner termination of this Lease, Tenant shall return the Premises to Landlord in the same condition in which received (or, if altered by Landlord or by Tenant with the Landlord's consent, then the Premises shall be returned in such altered condition), reasonable wear and tear excepted. Tenant shall remove all trade fixtures, appliances and equipment which do not become a part of the Premises and alterations which Landlord designates to be removed pursuant to Section 9.1 above, and shall restore the Premises to the condition they were in prior to the installation of said items. Tenant's obligation to perform this covenant shall survive the expiration of the termination of this Lease. 11. LIENS AND ENCUMBRANCES. 11.1 Liens. Tenant shall keep the Premises and the Shopping Center in which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant. Landlord may require, at Landlord's sole option, that Tenant shall provide to Landlord, at Tenant's sole cost and expense, payment and performance bonds in an amount equal to one and one half (I%) times the estimated cost of any improvements, additions or alterations in the Premises which the Tenant desires to make to insure Landlord against any liability for mechanics' and materialmen's liens and to insure completion of the work. 11.2 Encumbrances. The Tenant shall not cause or suffer to be placed, filed or recorded against the title to the Premises, the Building of which the Premises is a part, the Shopping Center in which the Premises are located, or any part thereof, any mortgage, deed of trust, security agreement, financing statement or other encumbrances; and further, in no event shall the lien of Tenant's mortgage, deed of trust, or other security agreement or financing statement cover the Premises, the Building of which the Premises Is a part, or the Shopping Center or any part thereof not any leasehold Improvement, alterations, additions, or Improvements thereto except trade fixtures, appliances and equipment which are owned by Tenant and which are not, and which do not become, a part of the Premises. The form of any such mortgage, deed of trust or their security agreement of financing statement which includes a legal description of the Premises, or the building of which the Premises is part, or the Shopping Center or the address thereto, shall be subject to Landlord's prior written approval, which may be subject to such conditions as the Landlord may deem appropriate. 12. ASSIGNMENT AND SUBLETTING. 121 Assiigrunm R or Sublettlrg. No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article. (a): Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Luse or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord. (b) if at any time or from time to time during the Term Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms and provisions of the proposed assignment or sublease, and the identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such Information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant's notice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set forth in Tenant's notice, or, in the case of an assignment, to terminate this Lease. If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions: (1) Landlord shall have the right to approve such proposed assignee or INITIALS DATE 12 subtenant, which approval shall not be unreasonably withheld; (2) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord; (4) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and (5) Any sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (1) the total sums which Tenant Is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such assignment or subletting, shall be paid to Landlord as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord's consent and without extending any recapture or termination option to Landlord, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that (1) the assignee or sublessee assumes, in full, the obligations of Tenant under the Lease, (if) Tenant remains fully liable under this Lease, and (iii) the use of the Premises under Article a remains unchanged. (d) No subletting or assignment shall release Tenant of Tenant's obligations under this Lease or after the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of d fault by an assignee or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease. (e) If Tenant assigns the Lease or sublets the Premises or requests the consent of Landlord to any assignment or subletting or if Tenant requests the consent of Landlord to any assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty and 00 /100ths Dollars ($150.00) plus any attorney's fees reasonably incurred by Landlord in connection with such act or request. 13. COMMON AREAS. 13.1 Control of Common Areas by Landlord. Landlord shall at all times have the exclusive control and management of the common areas of the Shopping Center. The common areas shall include but not be limited to all automobile parking areas, access roads, driveways, entrances, retaining walls and exits thereto, truck way or ways, loading docks, package pick -up stations, washrooms, pedestrian malls, courts, sidewalks and ramps, landscaped areas, exterior stairways, and other areas, improvements, facilities and special services provided by Landlord for the general use, in common, of tenants of the Shopping Center, and their officers, agents, employees and invitees. With respect to the common areas, Landlord shall have the right from time to time to employ personnel; establish, modify and enforce reasonable rules and regulations; construct, maintain and operate lighting facilities; police common areas and facilities; from time to time to change the area, level, location and arrangement of parking areas and other facilities hereinabove referred to; to restrict parking by Tenant, its officers, agents and employees to employee parking areas; to enforce parking charges (by operation of meters or otherwise), with appropriate provisions for free parking ticket validating by Tenant; to close all or any portion of the common areas to such extent as may, in the opinion of Landlord's counsel, be legally sufficient to prevent a dedication thereof or the accrual of INITIALS DATE 13 any interest therein by any person or the public; close temporarily all or any portion of the parking areas or facilities; to discourage non - customer parking; and to do and perform such other acts in and to the common areas as, In the use of good business judgment, Landlord shall determine to be advisable with a view to the Improvement of the convenience and use thereof by tenants of the Shopping Center, their employees, invitees and customers. 13.2 License. All common areas and facilities which Tenant may be permitted to use and occupy, shall be used and occupied under a revocable license. If the amount of such areas or facilities be diminished, such diminution shall not be deemed a constructive or actual eviction of Tenant and Landlord shall not be subject to any liability, nor shall Tenant be entitled to any compensation for diminution or abatement of rent. 13.3 Rules and Regulations. Tenant shall comply with the rules and regulations that the Landlord may from time to time promulgate and /or modify. The rules and regulations shall be binding upon the Tenant upon delivery of a copy of them to Tenant. Landlord shall not be responsible to Tenant for the nonperformance of any said rules and regulations of any other tenants or occupants. 14. INSURANCE AND INDEMNITY. 14.1 Indemnillcatioe. It Is understood and agreed that Landlord shall not be liable for Injury to any person, or for the loss of or damage to any property (including property of Tenant) occurring in or about the Premises from any cause whatsoever, except for Landlord's negligence or willful misconduct. r Tenant as a material part of the consideration to Landlord hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises, from any cause other than Landlord's negligence, or willful misconduct, and Tenant hereby waives all claims in respect thereof against Landlord. Lease. Landlord and Its agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other place resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of Landlord, its agents, servants or employees. Landlord and its agents shall not be liable for Interference with the light, air, or for any latent defect on the Premises. Tenant shall give prompt notice to Landlord In case of casualty or accidents on the Premises. 14.2 Insurance. During the entire Lease Term the Tenant shall, at its own expense, maintain adequate liability insurance with a reputable insurance company or companies with minimum amounts of $500,000,00 for property damage, and $500,000.00 (per individual) and $1,00,000.00 (per accident) for personal injuries, to indemnify both Landlord and Tenant against any such claims, demands, losses, damages, liabilities and expenses. Landlord shall be named as one of the insureds and shall be furnished with a copy of such policy or policies of insurance, which shall bear an endorsement that the same shall not be cancelled except upon not less than thirty (30) days' prior written notice to Landlord. Tenant shall also at its own expense maintain, during the Lease Term, insurance covering its furniture, fixtures, equipment and inventory in an amount equal to the full insurable value thereof, against fire and risks covered by standard extended coverage endorsement and insurance covering all plate glass and other glass on the Premises. Tenant shall provide Landlord with copies of the INITIALS DATE 14 policies of insurance or certificates thereof. If Tenant fails to maintain such Insurance, Landlord may maintain the same on behalf of Tenant. Any premiums paid by Landlord shall be deemed additional rent and shall be due on the payment date of the next installment of Minimum Rental hereunder. 14.3 Increase in Insurance Premium. Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by the standard form of fire insurance policy. Tenant shall pay any increase in premiums for casualty and fire (including extended coverage) insurance that may be charged during the Term of this Lease on the amount of such insurance which may be carried by Landlord on the Premises or the building of which they are a part, resulting from Tenant's occupancy or from the type of merchandise which Tenant stores or sells on the Premises, whether or not Landlord has consented thereto. in such event, Tenant shall also pay any additional premium on the insurance policy that Landlord may cant' for its protection against rent loss through fire or casualty. In determining whether Increase premiums are the result of Tenant's use of the Premises, a schedule issued by the organization setting the insurance rate on the Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the casualty and fire insurance rate on the Premises. Landlord shall deliver bills for such additional premiums to Tenant as such times as Landlord may elect, and Tenant shall immediately reimburse Landlord therefor. 14.4 Waiver of Subrogation. Landlord and Tenant hereby mutually release each other from liability and waive all right of recovery against each other for any loss in or about the Premises, from perils insured against undertheir respective fire insurance contracts, including any extended coverage endorsements thereof, whether due to negligence or any other cause; provided that this Section shall be inapplicable if It would have the effect, but only to the extent It would have the effect, or invalidating any insurance coverage of Landlord or Tenant. 14.5 Compenies. Insurance required hereunder shall be issued by companies rated A or better in "Bests' Insurance Guide. 14.6 Cerbflcs% of Insurance. A certificate issued by the insurance carrier for each policy of insurance required to be maintained by Tenant under the provisions of this Lease shall be delivered to Landlord on or before the commencement date of the Lease Term hereof and thereafter, as respects policy renewals, within thirty (30) days prior to the expiration of the term of each such policy. Each of said certificates of Insurance and each such policy of insurance required to be maintained by Tenant hereunder shall expressly evidence insurance coverage as required by this Lease. All such policies shall be written as primary policies not contributing with and not in excess of coverage which Landlord may carry. 15. EMINENT DOMAIN. 15.1 Total Taking. If all the Premises are taken by the power of eminent domain exercised by any governmental or quasi - governmental authority, this Lease shall terminate as of the date Tenant is required to vacate the Premises and all Minimum rent and other rentals and charges due hereunder shall be paid to that date. The term *eminent domain" shall include the taking or damaging of property by, through or under any governmental or quasi - governmental authority, and any purchase or acquisition in lieu thereof, whether or not the damaging or taking is by the government or any other person. 15.2 Partial Taking. If more than fifteen (15 %) percent of the floor area of the Premises shall be taken or appropriated, this Lease may, at the option of either party, be terminated by written notice given to the other party not more than thirty (30) days after Landlord and Tenant receive notice of the taking or appropriation, and such termination shall be effective as of the date when Tenant is required to vacate the portion of the Premises so taken. In the event that more than ten (10 %) percent of the INITIALS DATE 15 parking areas or other common areas of the Shopping Center shall be taken or appropriated, then the Landlord may at its option terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such taking. If this Lease is so terminated, all Minimum Rent and other charges due hereunder shall be paid to the date of termination. Whenever any portion of the Premises or common areas are taken by eminent domain and this Lease is not terminated, Landlord shall at its expense proceed with all reasonable dispatch to restore, to the extent that it is reasonably prudent to do so, the remainder of the Premises and common area to the condition it was in immediately prior to such taking, and Tenant shall at its expense proceed with all reasonable dispatch to restore its fixtures, furniture, furnishings, floor covering and equipment to the same condition they were in Immediately prior to such taking. From the date Tenant is required to vacate that portion of the Premises taken, the Minimum Rent payable hereunder shall be reduced in the same proportion that the area taken bears to the total area of the Premises prior to taking. 15.3 Damages. Landlord reserves all rights to the entire damage award or payment for any taking by eminent domain, and Tenant shall make no claim whatsoever against Landlord for damages for termination of Its leasehold interest in the Premises or for Interference with Its business. Tenant hereby grants and assigns to Landlord any right Tenant may now have or hereafter acquire to such damages and agrees to execute and deliver such further instruments of assignment thereof as Landlord may from time to time request. Tenant shall, however, have the right to claim from the condemning authority all compensation that may be recoverable by Tenant on account of any loss incurred by Tenant In removing Tenant's merchandise, furniture, trade fixtures and equipment or for damage to Tenant's business provided, however, that Tenant may claim such damages only if they awarded separately in the eminent domain proceeding and not as part of Landlord's damages. 16. TENANT'S DEFAULT. 16.1 Default The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant. (a) Val the Premises. The vacating or abandonment of the Premises by Tenant or the failure of Tenant to be open for business (except in the event of damage or destruction to the Premises which prevents Tenant from conducting any business thereon) for more than five (5) days. (b) Fain re to Pay Rent. The failure by Tenant to make any payment of Minimum Rent, Adjustments, or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by Landlord to Tenant. (c) Failure to Peikxn The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by the Tenant, other than described In Section 16.1(b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default Is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be In default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (d) Ban1wuptcy. The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or by the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days of filing); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest In this Lease, where such seizure is not discharged in thirty (30) days after appointment of said trustee or receiver, or the filing of the petition for the appointment of the same, whichever shall first occur. 16.2 Remedies In DebuL In the event of any such default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of a right or remedy which Landlord may have by reason of such default or breach: (a) Terminate Lease. Terminate Tenant's right to possession of the Premises by INITIALS DATE OR any lawful means, in which case this Lease shall terminate and Tenant shall Immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from the Tenant all past due rents, adjustments, and other charges; the expenses of reletting the Premises, including necessary renovation and alteration of the Premises, reasonable attorneys' fees; the worth at the time of the award by the court having jurisdiction thereof of the amount by which the unpaid rent and other charges and adjustments called for herein for the balance of the Lease Term after the time of such award exceeds the amount of such loss for the same period that Tenant proves could be reasonably avoided; and that portion of any leasing commission paid by Landlord and applicable to the unexpired Lease Term of this Lease. Unpaid installments of rent or other sums shall bear interest from the date due at the rate of ten (10 %) percent per annum; or (b) Continue the Less& Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all Landlord's rights and remedies under this Lease, including the right to recover the Basic Rent and any other charges and adjustments as may become due hereunder; or (c) Other Remedies. Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the premises are located. 16.3 Legal F.xperaes. If either party is required to bring or maintain any action (including assertion of any counterclaim or cross- claim, or claim in a proceeding in bankruptcy, receivership or any other proceeding instituted by a party hereto or by others), or otherwise refers this Lease to an attorney for the enforcement of any of the covenants, terms or conditions of this Lease, the prevailing party in such action shall, In addition to all other payments required herein, receive from the other all the costs incurred by the prevailing party including reasonable attorneys' fees and such costs and reasonable attorneys' fees which the prevailing party incurred on any appeal. 16.4 Remedies Cumuladve — Waiver. It is understood and agreed that the Landlord's remedies hereunder are cumulative and the Landlord's exercise of any right or remedy due to a default or breach by Tenant shall not be deemed a waiver of, or to alter, affect or prejudice any right or remedy which Landlord may have under this Lease or by law. Neither the acceptance of Basic or Percentage Rent nor any other acts or omission of Landlord at any time or times after the happening of any event authorizing the cancellation or forfeiture of this Lease, shall operate a waiver of any past or future violation, breach or failure to keep or perform any covenant, agreement, term or condition hereof or to deprive Landlord of Its right to cancel or forfeit this Lease, upon the written notice provided for herein, at any time that cause for cancellation or forfeiture may exist, or be construed so as at any time to stop Landlord from promptly exercising any other option, right or remedy that it may have under any term or provision of this Lease, at law or in equity. 16.5 Waiver of Rights of Redempliam Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws In the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants or conditions of this Lease, or otherwise. 17. DEFAULT BY LANDLORD. 17.1 Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event less than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Tenant in writing. Said notice shall specify wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Tenant further agrees not to invoke any of Its remedies under this Lease until said thirty (30) days have elapsed. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default and Tenant's remedies shall be limited to damages and /or an injunction. INITIALS DATE 17 17.2 Exculpatory Language. If Landlord fails to perform its obligation in accordance with any of the provisions of this Lease, Landlord agrees that it shall to the extent and under the conditions provided for in this Lease, be liable to Tenant on account of any damages caused thereby, but Tenant agrees that any money judgment resulting from such failure shall be satisfied only out of Landlord's interest in the building of which the Premises are a part, and no other real, personal, or other property of Landlord or of the partners comprising Landlord, or of the officers, shareholders, directors, partners, or principals of such partners comprising the Landlord, shall be subject to levy, attachment, or execution, or otherwise sued to satisfy any such judgement, ground lease of the Premises, and in the event of any transfer of such title or interest, Landlord herein named (and in case of any subsequent transfers, the then grantor) shall be relieved from and after the date of such transfer of all liability as respects Landlord's obligation thereafter to be preformed, provided that any funds in the hands of Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord's successors and assigns, only during their respective periods of ownership. 18. RECONSTRUCTION. 18.1 Race Ilructbn — Insured Loss. In the event the Premises are damaged by fire or other perils covered by extended coverage insurance, Landlord agrees to forthwith repair same, and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of the Minimum Rent from the date of damage and while such repairs are being made, such proportionate reduction to be based upon the extent to which the damage and making of such repairs shall reasonably interfere with the business carried on by the Tenant in the Premises. If the damage is due to the fault or neglect of Tenant or its employees, there shall be no abatement of rent. 18.2 Uninsured Lose. In the event the Premises are damaged as a result of any cause other than the perils covered by extended coverage Insurance, the Landlord shall forthwith repair the same, provided the extent of the destruction be less than ten (10 %) percent of the then full replacement cost of the premises. In the event the destruction of the Premises is to an extent of ten (10 %) percent or more of the full replacement cost then Landlord shall have the option, (1) to repair or restore such damage, this Lease continuing in full force and effect, but the Minimum Rent to be proportionately reduced as herein able In this Section provided; or (2) give notice to Tenant at any time within sixty (60) days after such damage, terminating this Lease as of the date specified in such notice, which date shall be no more than thirty (30) days after the giving of such notice. In the event of giving such notice, this Lease shall expire and all Interest of the Tenant in the Premises shall terminate on the date so specified in such notice and the Minimum Rent, reduced by a proportionate reduction, based upon the extent, if any, to which such damage interfered with the business carried on by the Tenant in the Premises, shall be paid up to date of such termination. 18.3 No Obligodom Notwithstanding anything to the contrary contained in this Section, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Section occurs during the last twenty -four (24) months of the tern of this Lease or any extension thereof. Landlord shall not be required to repair any Injury or damage by fire or other cause, or to make any repairs or replacements of any leasehold improvements, fixtures, or other personal property of Tenant. 18.4 Partial Destruction of Shopping Center. If fifty (50 %) percent or more of the Rentable Area of the Shopping Center is damaged or destroyed by fire or other cause, notwithstanding that the Premises may be unaffected by such fire or other cause, Landlord may terminate this Lease and the tenancy hereby created by giving the Tenant not less than thirty (30) days' prior written notice of Landlord's election; provided, however, that such notice shall be given, if at all, within the sixty (60) days following the date of occurrence of said damage or destruction. Minimum Rent shall be prorated as of the date of such termination. 19. SUBORDINATION AND ATTORNMENT: MORTGAGEE PROTECTION. INITIALS DATE 18 19.1 Subordil w*m — Nodce to Mortgagee. At the request of Landlord, Tenant shall promptly execute and deliver, all instruments which may be appropriate to subordinate this Lease to any existing or future mortgages or deeds of trust on the Shopping Center or on the leasehold interest held by Landlord, and to any extensions, renewals, or replacements thereof, provided that the mortgagee or beneficiary, as the case may be, shall agree to recognize this Lease in the event of foreclosure if Tenant is not In default at such time. Notwithstanding anything to the contrary in this Lease, the Landlord shall not be In default under any provision of this Lease unless written notice specifying such default is given to Landlord and to all persons who have an interest in all or part of the Shopping Center as mortgagees and /or deed of trust beneficiaries, and the provisions of Section 17.1 have been compiled with. Tenant further agrees that if Landlord shall have failed to cure or commence the cure of such default within the time period allowed under Section 17.1 above, then the mortgagees or deed of trust holder shall have an additional thirty (30) days within which to cure or commence the cure of such default and thereafter diligently pursue such cure to completion including, if necessary to effectuate such cure, commencement of judicial or non - judicial foreclosure proceedings. 19.2 Tenant's Certificate. Tenant shall at any time and from time to time upon not less than three (3) days prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect), and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of the Landlord hereunder, or specifying such defaults if any are claimed, and (c) setting forth the date of commencement of rents and expiration of the Lease Term hereof. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Shopping Center of which the Premises are a part. 19.3 Mortgagee Protection Clause. Tenant agrees to give any mortgagees and /or trust d eed 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 addresses of such 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 the mortgagees and /or trust deed holders shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days any mortgagee and /or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (Including but not limited to commencement of foreclosure proceedings if necessary to affect such cure), in which event this Lease shall not be terminated N such remedies are being so diligently pursued. 20. ACCESS BY LANDLORDS. 21.1 Right of Entry. Landlord or Landlord's employees, agents and /or contractors shall have the right to enter the premises at any time to examine the same and to show them to prospective purchasers or tenants of the building, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. If Tenant is not personally present to permit entry and an entry Is necessary, Landlord may in case of emergency forcibly enter the same, without rendering Landlord liable therefor. Nothing contained herein shall be construed to impose upon Landlord any duty of repair of the Premises or Building of which the Premises are a part except as otherwise specifically provided for herein. 21.2 Excavation. If an excavation is made upon property adjacent to the Premises, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as Landlord shall deem necessary to preserve the wall of the Building of which the Premises is 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. 21. SURRENDER OR ABANDONMENT OF LEASED PREMISES. INITIALS DATE 19 21.1 Surrender of Possession. Tenant shall promptly yield and deliver to Landlord possession of the Premises at the expiration or prior termination of this Lease. Landlord may place and maintain a'For Lease' sign in conspicuous places on the Premises for sixty (60) days prior to the expiration or prior termination of this Lease. 21.2 Holding Over. Any holding over by Tenant after the expiration of the Lease Term will require Landlord's consent, and shall be construed to be a tenancy from month - to-month on the same terms and conditions set forth herein, to the extent not Inconsistent with a month - to-month tenancy, with the exception that Minimum Rent will be set at double the Minimum Rent In effect during the final month of the expired lease term. 21.3 Abandonment. Tenant agrees not to vacate or abandon the Premises at any time during the Lease Term. Should Tenant vacate or abandon said Premises or be dispossessed by process of law or otherwise, such abandonment, vacation or dispossession shall be deemed a breach of this Lease, and, in addition to any other rights which Landlord may have, Landlord may remove any personal property belonging to Tenant which remains on the Premises and store the same, the cost of such removal and storage to be charged to the account of Tenant. 21.4 Voluntary Surrender. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, but shall, at the option of the Landlord, terminate all or any existing sublease or subtenancles, or operate as an assignment to it of any or all such subleases or subtenancies. F- -1 If L=1 AFA Z KOYI T 1A LT i rt 221 Landlord's CovermulL Tenant, upon fully complying with and promptly performing all of the terms, covenants and conditions of this Lease on Its part to be performed, and upon the prompt and timely payment of all sums due hereunder, shall have and quietly enjoy the Premises for the Lease Term set forth herein. 23. AUTHORITY OF PARTIES. 23.1 Corporate Audwlly. If Tenant Is a corporation, each Individual executing this Lease on behalf of said corporation represents and warrants that he Is duly authorized to execute and deliver this Lea" on behalf of said corporation, In accordance with a duly adopted resolution of the board of directors of saki corporation, that such action and execution is in accordance with the bylaws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. 23.2 Umked Partnerships. If the Landlord herein is a limited partnership, it Is understood and agreed that any claims by Tenant against Landlord shall be limited to the assets of the limited partnership, and furthermore, Tenant expressly waives any and all rights to proceed against the individual partners, or the officers, directors or shareholders of any corporate partner. 24,. SIGNS. 241 General Tenant shall not place or suffer to be placed on the exterior walls of the Premises or upon the roof or any exterior door or wall or. on the exterior or interior of any window thereof any sign, awning, canopy, marquee, advertising matter, decoration, letter or other thing of any kind (exclusive of the signs, if any, which may be provided for in the original construction or improvement plans and specifications approved by the Landlord or Tenant hereunder, and which conform to the Landlord's sign criteria) without the prior written consent of Landlord. Landlord hereby reserves the exclusive right to the use for any purpose whatsoever of the roof and exterior of the walls INITIALS DATE 20 of the Premises or the Building of which the Premises are a part. 24.2 Tenant's Interior Signs. Except as otherwise herein provided, Tenant shall have the right, at its sole cost and expense, to erect and maintain within the interior of the premises all signs and advertising matter customary or appropriate in the conduct of Tenant's business; provided, however, that Tenant shall upon demand of the Landlord immediately remove any sign, advertisement, decoration, lettering or notice which Tenant has placed or permitted to be placed in, upon or about the Premises and which Landlord reasonably deems objectionable or offensive, and if Tenant fails or refuses to do so, the Landlord may enter upon the Premises and remove the same at Tenant's cost and expense. In this connection, Tenant acknowledges that the Premises are a part of an integrated Shopping Center, and agrees that control of all signs by Landlord is essential to the maintenance of uniformity, propriety and the aesthetic values in or pertaining to the Shopping Center. 25. DISPLAYS. 25.1 General. The Tenant may not display or sell merchandise or allow grocery carts or other similar devices within the control of Tenant to be stored or to remain outside the defined exterior walls and permanent doorways of the Premises. Tenant further agrees not to install any exterior lighting, amplifiers or similar devices or use in or about the Premises, such as flashing lights, searchlights, loudspeakers, phonographs or radio broadcasts. 26. AUCTIONS AND SALES. 26.1 General. Tenant shall not conduct or permit to be conducted any sale by auction upon or from the Premises, whether said auction by voluntary, involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy or other insolvency proceeding. 26.2 No Distress SaW& No auction, fire bankruptcy, "going out of business" or other distress sales of any nature may be conducted on the Premises without the prior written consent of Landlord. 27. MERCHAMi'S' ASSOCIATION. 28. MISCELLANEOUS. 28.1 Successors or Assigns. All the terms, conditions, covenants and agreements of this INITIALS DATE 21 Lease shall extend to and be binding upon Landlord, Tenant and their respective heirs,. administrators, executors, successors and assigns, and upon any person or persons coming Into ownership or possession of any Interest in the Premises by operation of law or otherwise, and shall be construed as covenants running with the land. 28.2 Tenant Defined. The word "Tenant* as used herein shall mean each and every person, partnership or corporation who is mentioned as a Tenant herein or who executes this Lease as Tenant. 28.3 Brokers Comn*mkxL Tenant represents and warrants that it has Incurred no liabilities or claims for brokerage commissions or tinder's fees in connection with the execution of this Lease and that it has not dealt with or has any knowledge of any real estate broker, agent or salesperson in connection with the Lease except: . Tenant agrees to indemnify and hold Landlord harmless from all such liabilities or claims (including, without limitation, the attorneys' fees). 28.4 Partial Invalidity. If any term, covenant, or condition of this Lease or the application thereof to any person or circumstance Is, to any extent, invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. 28.5 Recording. Tenant shall not record this Lease without the prior written consent of Landlord. However, upon the request of Landlord, both parties shall execute a memorandum or "short form" of this Lease for the purposes of recordation in a form customarily used for such purposes. Said memorandum or short form of this Lease shall describe the parties, the Premises and the Lease Term and shall incorporate this Lease by reference. 28.6 Notices. Any notices required In accordance with any of the provisions herein shall be in writing and shall be delivered or mailed by certified mail to the address of Landlord as set forth in Section 1 or shall be delivered or mailed by certified mail to Tenant at the address set forth in Section 1. If there is more than one Tenant, any notice required or permitted hereunder may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. 28.7 Pleb and Riders. Clauses, plats, riders, and addendums, if any, affixed to this Lease are a part hereof. 28.8 Walvw.. The waiver by Landlord of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of Minimum or Percentage Rent or any other adjustment of sum hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular sum so accepted, regardless of Landlord's knowledge of such preceding default at the time of the acceptance of such sum. 28.8 Joint OblisatkxL If there be more than one Tenant, the obligations hereunder imposed shall be joint and several. 28.10 Marginal Headings. The marginal headings and article titles to the sections and subsections of this Lease are not a part of this Lease and shall have not effect upon the construction or interpretation of any part hereof. 28.11 Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. INITIALS DATE 22 28.12 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include but are not limited to, processing and accounting charges, and late charges which may be imposed upon Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of Minimum or Percentage Rent or any sum due from Tenant shall not be received by Landlord or Landlord's designee within three (3) days after written notice that said amount is past due, then Tenant shall pay to Landlord as additional rent a late charge equal to twelve (12 %) percent of such overdue amount, plus any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay rent and /or other charges when due hereunder. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that Landlord will incur by reason of the late payment by Tenant. Acceptance of such late charges by the Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. 18.13 Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provisions of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. This Lease shall not be effective or binding on any party until fully executed by both parties hereto. 28.14 Inability to Perform. This Lease and the obligation of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord. 28.15 Choice of Law. This Lease shall be governed by the laws of the state In which the Premises is located. 28.16 Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover for the fees of its attorneys in such action or proceeding, including costs of appeal, if any, in such amount as the court may adjudge reasonable as attomeys' fees. in addition, should it be necessary for Landlord to employ legal counsel to enforce any of the provisions herein contained, Tenant agrees to pay all attorneys' fees and court costs reasonably incurred. 28.17 Competition. During the term of this Lease, Tenant shall not directly or indirectly engage in any similar or competing business within a radius of three (3) air miles from the outside boundary of the Shopping Center. IN WITNESS WHEREOF the parties hereto have executed this instrument the day and year first above set forth. LANDLORD TENANT BUELL DEVELOPMENT CORPORATION CITY OF PUEBLO, A MUNICIPAL CORPORATION By: INITIALS DATE 23 EXHIBIT W 25 & 30 -20-65 Beg NW cor S% Blk 1 Thatcher and Gast th S 89 °52' W 225ft th S OOo08r E 104.9ft th N 83 °52' W 125.9ft W 350ft SA 79 °30" W165.3 It to N line of W 4th St th S 89 °52' W30.2 ft N 30 °10' W 341.85 ft th Nly alg Ely r/w AT& SF RR on curve to rt rad 503.8 it, 85.8 ft th N 01 °57' E 376.38 ft th on curve to rt rad 503.8 ft, 201.45 it to intersection E line AT & SF RR with N line sec th S 89 °58' E 985.16ft th S 40° 15' E 301.8 ft th S 13° E 407ft th SEly on curve to left rad 225.7 ft, 80.92ft to pt on N line Blk 1 Thatcher and Gast Sub th N 89 °38' W 233.35 ft S 132.04ft to beg N %NW% 36 -20-65 23.83A less: 2.37 acre sold to Safeway. ALSO: Beg pt on S line sec 25 -30-65 877.46ft E of SW corsd sec th N 61.21' E 398.32 ft th S 89 °58' E 299.71ft th S 54 °43' E 208.64ft th S 40 °15' E 85.06ft th N 89 °58' W 870.23ft to pt of beg. in SW% of 25 -20-65 Contg 2.37A Legal Description - Main Building, MidTown Shopping Center INITIALS DATE .. x..... s -14ii ME EXHIBIT "C" SIGN CRITERIA These criteria have been established for the purpose of assuring an outstanding shopping center, and for the mutual benefit of all tenants. Conformance will be strictly enforced; and any installed nonconforming or unapproved signs must be brought into conformance at the expense of the Tenant. 1. General Requirements A. Tenant shall submit before fabrication four (4) copies of the proposed sign to the Architect for approval. These drawings must include location, size and style of lettering, material, type of illumination, installation details, color selections and logo design. One copy is to have true colors, or a "color stripe ". B. All permits for signs and their installation shall be obtained and paid for by Tenant. C. The sign contractor shall be responsible for the fulfillment of all requirements and specifications. D. All signs must be approved by the City staff prior to fabrication. E. The size, location, design, color, texture, lighting and materials of these signs shall in no way detract from the design of the shopping center and the surrounding properties. INITIALS DATE EXHIBIT 'E' RULES AND REGULATIONS 1. GENERAL PROVISIONS (a) Tenant shall cause the work to be installed by Tenant's Contractor pursuant to the approved plans and specifications at Tenant's sole cost and expense. (b) Tenant shall cause its Contractor to perform the work and supply new materials in compliance with the approved plans and to have such work performed diligently and in a first class workmanlike manner in compliance with applicable laws and codes and with applicable standards of the local Building Code, National Board of Fire Underwriters, the local Electrical Code, the American Gas Association and the American Society of Heating, Refrigerating and Air Conditioning Engineers. (c) Tenant agrees at Tenant's expense to obtain and maintain public liability and workmen's compensation insurance adequate to fully protect Landlord as well as Tenant from and against any and all liability for death or injury to person or damage to property caused in or about or by reason of the construction of any work which is obligation hereunder. 2. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building or the Premises without written consent of Landlord first having been obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. All approved signs shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved by Landlord. Tenant shall not place anything or allow anything to be placed near the glass or any window, door, partition or wall which may appear unsightly from outside the Premises. 3. Any directory, Center identification sign, or Common Sign used by any or all tenants in the Center is controlled exclusively by the Landlord. Landlord reserves the right to determine content, design, placement, and any other matters relating to same in the future. 4. The sidewalks, halls, passages, exits, entrances, and stairways shall not be obstructed by any of the tenants or used by them for any purpose other than for ingress to and egress from their respective Premises. The halls, passages, exits, entrances, stairways, balconies and roof are not for the use of the general public and the Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgement of the Landlord shall be prejudicial to the safety, character, reputation and interests of the Center and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom the Tenant normally deals in the ordinary course of Tenant's business unless such persons are engaged in illegal activities. No tenant and no employees or invitees of any tenant shall go upon the roof of the Center. 5. Tenant shall not alter any lock or Install any new additonal locks or any bolts on any door of the Premises without the written consent of Landlord. 6. The toilet rooms, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees shall have caused it. 7. Tenant shall not overload the floor of the Premises or mark, drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. No boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings shall be permitted except with the prior written consent of the Landlord and as the Landlord may direct. 8. No furniture, freight or equipment of any kind shall be brought into the Tenant's Building without the consent of Landlord and all moving of the same into or out of the Building shall be done at such time and in such manner as Landlord shall designate. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy objects and shall, if considered necessary by Landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or other property sustained during the moving or maintaining of same and any repair to such property shall be at the expense of Tenant. There shall not be used in any space, or in the public halls of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards. 9. Tenant shall not use, keep or permit to be used or keep any food or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to the Landlord or other occupants of the Building by reason of noise, odors and /or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about the Premises or the Building. No Tenant shall make or permit to be made any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring Buildings or Premises or those having business with them whether by the use of any musical instrument, radio, phonograph, unusual noise, or in any other way. No Tenant shall throw anything out of doors or down the passageways. 10. The Premises shall not be used for the manufacture or sale of liquor, narcotics, or tobacco of any form. No Tenant shall engage or pay any employees on the Premises nor advertise for laborers giving an address at the Premises. The Premises shall not be used for lodging or sleeping or for any illegal purposes. 11. Tenant shall not use or keep on the Premises or the Respective Building(s) any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Landlord. 12. Landlord will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for wire will be allowed without the consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. 13. The Tenant upon termination of the tenancy, shall deliver to the Landlord the keys of the offices, rooms and toilet rooms which shall have been furnished, shall pay the Landlord the cost of replacing same or of changing the lock or locks opened by such lost key if Landlord deems it necessary to make such changes. 14. No Tenant shall lay linoleum, tile, carpet or other similar floor coverings so that the same shall be affixed to the floor of the Premises in any manner except as approved by the Landlord. The expense of repairing any damage resulting from a violation of this rule or removal of any floor covering shall be borne by the Tenant by whom, or by whose contractors, employees or invitees, the damage shall have been caused. 15. Tenant shall see that the doors of the Premises are closed and securely locked before leaving the Building and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before Tenant or Tenant's employees leave the Building, and that all electricity shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness, Tenant shall make good all injuries sustained by other tenants or occupants of the Center. 16. Tenant shall not disturb or canvas any occupant of the Center nor shall Tenant solicit in the Center, and Tenant shall cooperate to prevent any such disturbance, canvassing and /or solicitation. 17. Landlord reserves the right to exclude or expel from the Center any person who, in the judgement of Landlord, is intoxicated or under the influence of liquor or drugs, or shall in any manner do any act in violation of any of the rules and regulations of the Center. 18. The requirements of Tenant will be attended to only upon application at the Office of the Center. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from the Landlord, and, no employee will admit any person (Tenant or otherwise) to any office without specific instructions from the Landlord. INITIALS DATE 2 19. No vending machine or machines of any description shall be installed, maintained or operated upon the Premises or the Respective Building without the written consent of the Landlord. 20. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name and the street address of the Center of which the Premises are a part. Without the written consent of Landlord, Tenant shall not use the name of the Center in connection with or in promoting or advertising the business of Tenant except as Tenant's address. 21. Tenant agrees that it shall comply with all fire security regulations that may be issued from time to time by Landlord and Tenant and also shall provide Landlord with the name of a designated responsible employee to represent Tenant in all matters pertaining to such fire and security regulations. INITIALS DATE 3 EXHIBIT 'F' GUARANTEE OF LEASE WHEREAS a certain Lease of even date herewith has been, or will be executed by and between BUELL DEVELOPMENT CORPORATION , therein and herein referred to as "Landlord ", and CITY OF PUEBLO, MUNICIPAL COURT therein referred to as "Tenant ", covering certain premises in the City of Pueblo , County of Pueblo, State of Colorado; and WHEREAS, the Landlord under said Lease requires as a condition to its execution of said Lease that the undersigned guarantees the full performance of the obligations of Tenant under said Lease; and WHEREAS, the undersigned is desirous that Landlord enter into said Lease with Tenant, NOW, THEREFORE, in consideration of the execution of said Lease by Landlord, the undersigned hereby unconditionally guarantees the full performance of each and all of the terms, covenants and conditions of said Lease to be kept and performed by said Tenant, including the payment of all rentals and other charges to accrue thereunder. The undersigned further agrees as follows: 1. That this covenant and agreement on its part shall continue in favor of the Landlord notwithstanding any extension, modification, or alternation of said Lease entered Into by and between the parties thereto, or their successors or assigns, or notwithstanding any assignment of said Lease, with or without the consent of the Landlord, and no extension, modification, alteration or assignment of the above referred to Lease shall in any manner release or discharge the undersigned and it does hereby consent thereto. 2. This Guarantee will continue unchanged by any bankruptcy, reorganization or insolvency of the Tenant or any successor or assignee thereof or by any disaffirmance or abandonment by a trustee of Tenant. 3. Landlord may, without notice, assign this Guarantee of Lease in whole or in part and no assignment or transfer of the Lease shall operate to extinguish or diminish the liability of the undersigned hereunder. 4. The liability of the undersigned under this Guarantee of Lease shall be primary and that in any right of action which shall accrue to Landlord under the Lease, the Landlord may, at its option, proceed against the undersigned without having commenced any action, or having obtained any judgment against the Tenant. S. To pay Landlord's reasonable attorneys' fees and all costs and other expenses incurred in any collection or attempted collection or in any negotiations relative to the obligations hereby guaranteed or enforcing this Guarantee of Lease,against the undersigned, individually and jointly. 6. That it does hereby waive notice of any demand by the Landlord, as well as any notice of default in the payment of rent or any other amounts contained or reserved in the Lease. The use of the singular herein shall include the plural. The obligation of two or more parties shall be joint and several. The terms and provisions of this Guarantee shall be binding upon inure to the benefit of the respective successors and assigns of the parties herein named. INITIALS DATE IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be executed as of the date set forth on page 1 of this Lease. If Guarantor shall be a corporation, the authorized officers must sign on behalf of the corporation. This Guarantee must be executed by the president or vice - president and the secretary or assistant secretary, unless the by- laws or a resolution of the board of directors shall otherwise provide, in which event, the by- laws or a certified copy of the resolution, as the case may be, must be furnished. Also the appropriate corporate seal must be affixed. FOR LANDLORD: STATE OF ) a& COUNTY OF Address: The above and foregoing Lease was subscribed and sworn to before me, this day of , 19 , by Commission Expiration: Witness my hand and official seal. Notary Public Address: INITIALS DATE 2