<PAGE>
EXHIBIT 10.13
LEASE AGREEMENT
THIS LEASE
AGREEMENT made on November 2, 1979, by and between Oxbridge
Square Limited Partnership, a Virginia
Limited Partnership, (hereinafter called
"Landlord"), party of the first part,
and
UKROP'S SUPERMARKETS, INC.
(hereinafter called "Tenant"), party of the
second part.
WITNESSETH:
That in
consideration of the rents and covenants herein set forth,
Landlord hereby leases to Tenant, and
Tenant hereby rents from Landlord, the
premises containing approximately 32,742
square feet, as shown, outlined in red,
on a drawing identified by the parties as
"Schedule A", a copy of which is
attached hereto and made a part hereof, and
located in the shopping center known
as Oxbridge Square Shopping Center located
and lying in the County of
Chesterfield, Virginia.
Premises and Improvements
Section 1.
There have been signed by the parties and identified as
"Schedule B", Outline Specifications
describing the following:
1.
Improvements to be provided and installed by Landlord at its
expense.
2.
Improvements to be provided and installed by Tenant at its
expense.
3.
Dollar
allowances, if any, to be credited to Tenant by Landlord
against the cost of improvements selected by Tenant and to be
provided and installed by either Landlord or Tenant at Tenant's
expense.
Common Facilities
Section 2.
In addition to the leased premises, Tenant shall have the right
of non-exclusive use, in common with
others, of, (a) automobile parking areas,
driveways and footways, and of (b) such
loading facilities and other facilities
as may be constructed and designated, from
time to time, by Landlord, all to be
subject to the terms and conditions of this
Lease Agreement, and to reasonable
rules and regulations for the use thereof
as prescribed from time to time by
Landlord. Landlord shall have the right to
make changes or revisions in the site
plan in accordance with recommendations of
its architects and so as to provide
additional leasing area.
Title Subordination
Section 3.
Landlord hereby warrants that Landlord and no other person or
corporation has the right to lease the
premises hereby demised. Tenant shall
have peaceful and quiet use and possession
of the leased premises without
hindrance on the part of Landlord, and
Landlord shall warrant and defend Tenant
in such peaceful and quiet use and
possession against the claims of all persons
claiming by, through or under Landlord.
Tenant's rights under this Lease
Agreement may, however, be subordinate to
the operation and effect of any
mortgage, deed of trust or other security
instrument now or hereafter placed
upon the Center, or any part or parts
thereof, by Landlord; and Tenant hereby
agrees, upon request of Landlord, to
execute subordination agreements to that
effect, provided the beneficiary under the
deed of trust or mortgage agrees to
recognize the rights of the Tenant under
this Lease in event of a foreclosure,
provided the Tenant is not in default.
Term
Section 4.
The term of this Lease shall commence on the earlier to occur
of (a) the first date on which the leased
premises are ready for occupancy by
Tenant (as hereinafter defined), or (b) the
opening by Tenant of its business in
the leased premises; and shall be for a
period of twenty-five (25) years plus
the part of a month, if any, from the date
of the commencement of the term to
the first day of the first full calendar
month in the term. Each of the
parties hereto agrees, upon demand of the
other, to execute a declaration in
recordable form expressing the commencement
and termination dated of the term as
soon as the commencement date has
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been determined. Tenant, at its option, may
extend the term of this lease for
two (2) separate and additional periods of
five (5) years each on the same terms
and conditions except that minimum rentals
and percentage rentals payable under
Sections 7 and 8 of this Agreement shall be
the same as those payable during
years 11 through 25, and by notice to the
Landlord at least ninety (90) days
before the expiration of the term or option
term then in effect.
Termination
Section 5.
This Lease and the tenancy hereby created shall cease and
determine at the end of the original term
hereof, or any extension or renewal
thereof, without the necessity of any
notice from either Landlord or Tenant to
terminate the same, and Tenant hereby
waives notice to vacate the premises and
agrees that Landlord shall be entitled to
the benefit of all provisions of law
respecting the summary recovery of
possession of premises from a tenant holding
over to the same extent as if statutory
notice had been given. For the period of
six (6) months prior to the expiration of
the original term of this Lease or any
renewal or extension thereof, Landlord
shall have the right to display on the
exterior of the premises, (but not in any
window or doorway thereof) the
customary sign "For Rent", and during such
period Landlord may show the premises
and all parts thereof to prospective
tenants between the hours of 9:00 A.M. and
5:00 P.M. on any day except Sunday and
except any legal holiday on which Tenant
shall not be open for business.
Improvements by Landlord
Section 6.
Prior to commencement of the term Landlord agrees to provide,
at its expense, improvements to the leased
premises substantially in accordance
with the general description of the
improvements to be provided by Landlord as
set forth in "Schedule B" hereto. The
leased premises will be considered as
ready for occupancy by Tenant on the first
date of which:
(a) The Landlord shall have substantially completed all work to
be
per formed
by it in accordance with "Schedule B", as evidenced by
certificate of Landlord's architect to that, effect, or
(b) Tenant shall have opened its business in the leased
premises.
Rentals Payable
Section 7.
Tenant covenants and agrees to pay Landlord c/o Dumbarton
Properties, Incorporated, 7113 Staples Mill
Road, P.0. Box 29881, Richmond,
Virginia 23229, or at such place as may be
designated by the Landlord, at the
following rates:
(a) A minimum rental at the rate of:
One hundred fifty-six thousand, four hundred twenty-five and
no/100
---------------------------------------------------- Dollars
($156,425.00) per annum during years one (1) through three (3),
One hundred seventy-seven thousand, two hundred eighty-one and
no/100------------------------------------------------------
Dollars
($177,281.00) per annum during years four (4) through six (6),
Two hundred eight thousand, five hundred sixty-seven and
no/100
----------------------------------------------------------
Dollars
($208,567.00) per annum during years seven (7) through ten
(10),
and
Two hundred twenty-five thousand, two hundred fifty-three and
no/100
----------------------------------------------------- Dollars
($225,253.00) per annum during years eleven (11) through
twenty-five (25),
plus
(b) a percentage rental equal to one percent (1%) of gross
annual
sales, as
hereinafter defined, in excess of:
Twelve million, five hundred fourteen thousand and no/100
---------------------------------------- Dollars ($12,514,000.00)
during
years one
(1) through three(3),
Fourteen million, one hundred eighty-two thousand, four
hundred
eighty and no/100 ----------------------- Dollars
($14,182,480.00)
during
years four (4) through six (6), and
Sixteen million, six hundred eighty-five thousand, three
hundred
sixty and no/100 --------------------- Dollars ($16,685,360.00)
during
years seven (7) through ten (10), and
Eighteen million, twenty thousand, two hundred forty and
no/100
------------------------------------- Dollars ($18,020,240)
during
years
eleven (11) through twenty-five (25).
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Minimum Rentals
Section 8.
The minimum rental shall be payable without demand, in advance
on the first day of each full calendar
month during the term, in equal monthly
installments of:
Thirteen
thousand, thirty-five and 42/100 ---------- Dollars
($13,035.42)
during years one (1) through three (3),
Fourteen
thousand, seven hundred seventy-three and 42/100
----------------
--------------------------------- Dollars
($14,773.42) during years four (4)
through six (6),
Seventeen
thousand, three hundred eighty and 58/100
----------------------
----------------------------------------
Dollars ($17,380.58) during years seven
(7) through ten (10), and
Eighteen
thousand, seven hundred seventy-one and 08/100
------------------
-------------------------------------------- Dollars ($18,771.08)
during years
eleven (11) through twenty-five (25),
the first such payment to include also any
prorated minimum rental for the
period from the date of the commencement of
the term to the first day of the
first full calendar month in the term.
Percentage Rentals
Section 9.
The percentage rental shall be determined and payable annually
on or before the twentieth day following
the close of each full calendar year
period of the term, based on gross sales
for such period. The first payment of
percentage rental due hereunder shall
include a percentage of gross sales from
the date of the commencement of the term to
the first day of the first full
calendar month in the term. As soon as
practicable after the end of each rental
year, the percentage rental paid or payable
for such rental year shall be
adjusted between Landlord and Tenant, each
party hereby agreeing to make such
adjustment and to pay to the other, on
demand, such amount as may be necessary
to effect adjustment to the agreed
percentage rental.
"Rental Year" Defined
Section
10. The first "rental year" shall commence on the first day of
the
term and shall end at the close of the
twelfth full calendar month of the term;
thereafter the rental year shall consist of
periods of twelve full calendar
months or, at the end of the term, the
portion of such twelve full calendar
months included in the term.
"Gross Sales" Defined
Section
11. For the purpose of this Agreement, the term "gross sales"
shall mean the actual sales prices of all
goods, wares, and merchandise sold,
and the actual charges for all services
performed by Tenant or by any
sub-tenant, licensee or consessionaire, in,
at or from the leased premises,
whether for cash, on credit, or otherwise,
without reserve or deduction for
inability or failure to collect, including,
but not limited to such sales and
services (i) where the orders therefor
originate in, at or from the leased
premises, whether delivery or performance
is made from the leased premises or
from some other place, (ii) pursuant to
mail, telephone, telegraph or other
similar orders received at the leased
premises, (iii) by means of mechanical and
other vending devices in the leased
premises, (iv) as a result of transactions
originating in, at or from the leased
premises, or (v) which Tenant or any
sub-tenant, licensee, or consessionaire, in
the normal and customary course of
its business, would credit or attribute to
its operation at the leased premises
or any part thereof.
The
following shall be excluded from gross sales, namely: (i) any
exchange
of merchandise between stores of Tenant
where such exchange is made solely for
the convenient operation of the Tenant's
business and not for the purpose of
consummating a sale made in, at or from the
leased premises, (ii) returns to
shippers or manufacturers, (iii) cash or
credit refunds to customers on
transactions otherwise included in gross
sales, (iv) sales of fixtures,
machinery and equipment after use thereof
in the conduct of Tenant's business in
the leased premises, (v) amounts collected
and paid out by Tenant for any sales,
excise or similar tax imposed by any duly
constituted governmental authority,
and (vi) the amount of any discount on
sales to employees.
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Tenant's Records
Section
12. For the purpose of permitting verification by Landlord of
any
amounts due as rentals, Tenant will keep
and preserve for at least two years, at
an office of the Tenant in Richmond,
Virginia, original or duplicate books and
records which shall disclose all
information required to determine gross sales,
as above defined, the disposition of cash
receipts and entries of credit sales,
and such other information relating to or
in support of the items comprising
gross sales as may be reasonably required
by the Landlord. Landlord, its
employees and accountants shall have the
right, during business hours, to
inspect such books and records and to make
any examination or audit thereof
which Landlord may desire. If such audit
shall disclose a liability for rent
three per centum (3%) or more in excess of
the rentals theretofore paid by
Tenant for such period, Tenant shall
promptly pay to Landlord the cost of said
audit in addition to the deficiency in
rental, which deficiency shall be payable
in any event.
Tenant
further covenants and agrees (a) that not later than the
twentieth
(20) day after the close of each calendar
month of the term and any renewal
thereof, it will deliver to Landlord a
written statement signed by Tenant or by
an authorized officer of Tenant, showing
the gross sales, as above defined, made
in the preceding calendar month, and (b)
that not later than the due date for
each payment of percentage rental during
the term and any renewal thereof, it
will deliver to Landlord a written
statement signed by Tenant or by an
authorized officer of Tenant, showing the
gross sales, as above defined, made in
the preceding percentage rental period, and
(c) that not later than sixty (60)
days after the close of each rental year,
and after the termination of the lease
or any renewal thereof, it will deliver to
Landlord a certificate of an
independent certified public accountant
showing the amount of gross sales,
specifically stated to be as above defined,
of the preceding rental year.
Additional Rental
Section
13. Tenant will promptly pay all rentals herein prescribed when
and as the same shall become due and
payable. If Landlord shall pay any moneys,
or incur any expenses in correction of
violation of covenants herein set forth,
the amounts so paid or incurred shall, at
Landlord's option, and on notice to
Tenant, be considered additional rentals
payable by Tenant with the first
installment of rental thereafter to become
due and payable, and may be collected
or enforced as by law provided in respect
of rentals.
Payments at office of Landlord's Agent
Section
14. All rentals payable and all statements deliverable by
Tenant
to Landlord under this Agreement shall be
paid and delivered to Dumbarton
Properties, Incorporated, Agents for the
Landlord, at the office of said Agent,
7113 Staples Mill Road, P.0. Box 29881,
Richmond, Virginia 23229, or to such
other party or address as Landlord may
direct by written notice.
Real Estate Taxes
Section
15. The Landlord will pay annually all real property taxes
which
may be levied or assessed by any lawful
authority against the land and
improvements in the Shopping Center. The
Tenant shall pay to Landlord as a
reimbursement, that portion of such real
property taxes equal to the product
obtained by multiplying such taxes by a
fraction, the numerator of which shall
be the gross floor area of the demised
premises, and the denominator of which
shall be the total gross floor area of the
Shopping Center, exclusive of common
areas. The additional rent provided for in
this Section 15 shall be paid within
twenty (20) days after demand therefor by
the Landlord. A tax bill submitted by
the Landlord to the Tenant shall be
sufficient evidence of the amount of taxes
assessed or levied against the parcel or
real property to which such bill
related. Proper proration shall be made as
to commencement and termination dates
of this Lease.
Not a Joint Venture
Section
16. Any intention to create a joint venture or partnership
relation between the parties hereto is
hereby expressly disclaimed, it being
understood and agreed that the provisions
of this Agreement in regard to the
payment by Tenant and the acceptance by
Landlord of a percentage of the gross
sales of Tenant and others is a reservation
of rent for the use of the leased
premises.
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Security Deposit
Section
17. None.
Landlord's Improvements
Section
18. Landlord will as promptly as practicable, let contracts for
construction of a building or buildings in
the Center providing a gross area of
not less than 113,000 square feet,
including all work which Landlord has agreed
to do in, on and about the leased premises
as specified in "Schedule B" hereto.
All Landlord's work, as herein provided,
shall be done at the sole cost and
expense of Landlord. Although Landlord
reserves the right to make additions to,
subtractions from, or rearrangements of the
building areas indicated on
"Schedule A", it is distinctly understood
that any such changes or
rearrangements shall not reduce the total
gross building area below that
required by this Section 18. The above
113,000 square feet of construction in
the Center will be erected and available
for occupancy within twelve (12) months
after Tenant's occupancy of the space
herein leased.
Driveway and Parking Areas
Section
19. Landlord's work as defined in "Schedule B" includes the
construction at Landlord's expense of hard
surface parking areas with adequate
drainage and lighting facilities, including
footways and necessary access roads
within the Center. Landlord agrees that
there will be provided during the term,
as a part of the Landlord's work, parking
spaces for not less than approximately
550 passenger automobiles.
Tenant's Improvements
Section
20. On or before the commencement of the term, Tenant will
substantially complete all fixturing and
other work which Tenant has agreed to
do in, on and about the leased premises as
specified in "Schedule B" hereto.
Tenant shall obtain the prior written
approval of Landlord's architect to all
plans and specifications for work which
will affect the exterior appearance of
the leased premises or any structural,
mechanical or electrical component of the
building in which the leased premises are
located. All Tenant's work, as herein
provided, shall be done at the sole cost
and expense of Tenant, subject to
allowances, if any, to be provided by
Landlord to Tenant under "Schedule B".
Unavoidable Delays
Section
21. The obligations of the Landlord and of Tenant,
respectively,
under Sections 18, 19, and 20 hereof, are
subject to unavoidable delays due to
labor disputes, acts of God or the public
enemy, governmental regulations or
controls, fire or other casualties or other
conditions or causes beyond the
reasonable control of the parties.
Store Fixtures
Section
22. All trade fixtures and apparatus installed by Tenant in the
leased premises except such as may be the
property of Landlord as a result of
Landlord having provided Tenant with
allowances under "Schedule B" for the
installation of any such fixtures or
apparatus, shall remain the property of the
Tenant and shall be removable from time to
time and also at the expiration of
the term of this lease or any renewal or
extension thereof, or other termination
thereof, provided Tenant shall not at such
times be in default under any
covenant or agreement contained in this
Agreement and shall repair any damage to
leased premises caused by such removal;
otherwise Landlord shall have a lien on
said fixtures or apparatus as security
against loss and damage resulting from
defaults by Tenant.
Use of Premises
Section
23. The leased premises shall be used by Tenant solely for the
purpose of conducting therein the business
of a grocery store.
Prompt Occupancy and Use
Section
24. (a) Tenant will occupy the leased premises promptly upon
commencement of the term, and thereafter
will continuously conduct in the leased
premises the business as above stated.
Tenant will not use, or permit or suffer
the use of, the leased premises for any
other business or for residential
purposes, and will conduct business on the
premises only in its own name unless
and until the use of some other name is
approved in writing by Landlord.
(b) Tenant will cause said business to be conducted and
operated in good faith and such manner as
shall assure the transaction of a
maximum volume of business in and at the
leased premises, and Tenant shall cause
its store to remain open until at least 9
o'clock P.M. six days each week. This
obligation of Tenant to cause its store to
remain open until at least 9 o'clock
P.M. six days each week may be reduced so
that Tenant will be
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Operation by Tenant
Section
25. Tenant will keep the inside and outside of all glass in the
doors and windows of the leased premises
clean; will keep all exterior surfaces
clean; will replace promptly at its own
expense with glass of like kind and
quality any plate glass or window glass of
the leased premises which may become
cracked or broken, unless by fire; will
maintain the premises at its own expense
in a clean, orderly and sanitary condition
and free of insects, rodents, vermin
and other pests; will not permit undue
accumulations of garbage, trash, rubbish
and other refuse, but will remove the same
at its own expense; will not use or
permit the use of any apparatus or musical
instruments for sound reproduction or
transmission in such manner that the sounds
so reproduced, transmitted or
produced shall be audible beyond the
interior of the leased premises; will keep
all mechanical apparatus free of vibration
and noise which may be transmitted
beyond the confines of the premises; will
not cause or permit objectionable
odors to emanate or be dispelled from the
premises; will comply with all laws
and ordinances and all valid rules and
regulations of governmental authorities,
and all recommendations of the Virginia
Fire Insurance Rating Bureau, with
respect to the use of occupancy of the
premises by Tenant; will not receive or
ship articles of any kind except through
the facilities provided for that
purpose by Landlord; will light the show
windows of the premises and exterior
signs each night of the year to the extent
which shall be required by the
Landlord until 10 o'clock P.M.; and will
conduct its business in the premises in
all respects in a dignified manner and in
accordance with high standards of
store operation.
Exterior Repairs
Section
26. Landlord will keep the exterior of the premises, except any
doors, windows and glass, in repair,
provided that Tenant shall give Landlord
written notice of the necessity for such
repairs, and provided that the damage
thereto shall not have been caused by
negligence of Tenant, in which event
Tenant shall be responsible therefor,
Landlord shall be under no liability for
repair, maintenance, alteration or any
other action with reference to the leased
premises or any part thereof, or any
plumbing, heating, electrical, air
conditioning or other mechanical
installation therein, except as may be
expressly set out in this Agreement.
Landlord agrees to repaint any exterior
painted surfaces at least every three
years.
Interior Repairs
Section
27. Tenant will keep the interior of the premises, together
with
all electrical, plumbing, and other
mechanical installations therein in good
order and repair at its own expense; and
will surrender the leased premises at
the expiration of the term or at such other
time as it may vacate the premises
in as good condition as when received,
excepting depreciation caused by ordinary
wear and tear and damage by fire,
unavoidable accident or act of God. Tenant
will not overload the electrical wiring
serving the premises or within the
premises, and will install at its own
expense, but only after obtaining
Landlord's written approval, any additional
electrical wiring which may be
required in connection with Tenant's
apparatus. It is understood and agreed in
the last five (5) years of this Lease or
any renewal thereof, Landlord agrees
that should the heating or air conditioning
equipment be certified by an
engineer to be impractical to repair, the
Landlord will then replace such
equipment at Landlord's expense.
Damage to Premises
Section 28. Tenant
will repair promptly at its own expense any damage to
the leased premises caused by bringing into
the premises any property for
Tenant's use, or by the installation or
removal of such property, regardless of
fault or by whom such damage shall be
caused, unless caused by Landlord, its
agents, employees, or contractors; and in
default of such repairs by Tenant,
Landlord may make the same and Tenant
agrees to pay the cost thereof to Landlord
promptly upon Landlord's demand
therefor.
Alterations by Tenant
Section
29. Tenant will not alter the store front of the leased
premises
by and will not make any structural
alteration to the premises or any part
thereof without first obtaining Landlord's
written approval of such alteration;
and Tenant agrees that any improvements
made by it shall immediately become the
property of the Landlord and shall remain
upon the premises in the absence of
agreement to the contrary. Tenant further
will not, except for the installation
of fixtures and other work to be performed
by it under "Schedule B" hereof, cut
or drill into or secure any fixture,
apparatus or equipment of any kind to any
part of the premises without first
obtaining Landlord's written consent.
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Signs and Advertising
Section
30. Tenant will not place or suffer to be placed or maintained
on
the exterior of the premises any sign,
advertising matter or other thing of any
kind, and will not place or maintain any
decoration, lettering or advertising
matter on the glass of any window or door
of the leased premises without first
obtaining Landlord's written approval
thereof; and Tenant further agrees to
maintain such sign, decoration, lettering,
advertising matter or other thing as
may be approved in good condition and
repair at all times. It is understood and
agreed that Tenant may place on the
exterior of the premises a sign using the
word "UKROPS" similar in design to the
present Ukrops sign on the Ukrop's store
at Bermuda Square and Dumbarton Square,
letters on said sign to be not over 48
inches in height unless permission is given
by the Landlord, and located on the
building in a place to be determined by the
Tenant.
Painting and Decorating
Section
31. Tenant will not paint or decorate any part of the exterior
of
the leased premises, or any part of the
interior of the premises which shall be
visible from the exterior thereof, without
first obtaining Landlord's written
approval of such painting or
decoration.
Displays by Tenant
Section
32. Tenant will install and maintain at all times, subject to
the
other provisions of this paragraph,
displays of merchandise in the show windows
(if any) of the leased premises; and Tenant
further agrees that all articles and
the arrangement, style, color and general
appearance thereof, in the interior of
the premises which shall be visible from
the exterior thereof, including, but
not limited to, window displays,
advertising matter, signs, merchandise and
store fixtures, shall be maintained in the
premises subject to the approval of
the Landlord with respect to whether the
same are in keeping with the character
and standards of the Center.
Roof and Walls
Section
33. Landlord shall have the exclusive right to use all or any
part
of the roof of the premises for any
purpose; to erect additional stories or
other structures over all or any part of
the leased premises; and to erect in
connection with the construction thereof
temporary scaffolds and other aids to
construction on the exterior of the
premises, provided that access to the
premises shall not be denied. Tenant
further agrees that Landlord may take any
use it desires of the side or rear walls of
the premises, provided that there
shall be no encroachment upon the interior
of the leased premises.
Common Facilities
Section
34. Landlord grants to Tenant during the term the right of non
exclusive use, in common with others, of
all automobile parking areas within the
Center for the accommodation and parking of
passenger automobiles of Tenant's
customers.
All
parking areas, access roads and facilities which may be furnished
by
Landlord in or near the Center, including
employee parking areas, the truck way
or ways, loading docks, package pick-up
stations, pedestrian sidewalks, malls,
courts, and ramps, landscaped areas,
retaining walls, first-aid station, comfort
stations, lighting facilities, auditorium,
public telephone facilities and other
areas and improvements which may be
provided by Landlord for the general use, in
common, of tenants, their officers, agents,
employees, and customers, shall at
all times be subject to the exclusive
control and management of Landlord, and
Landlord shall have the right from time to
time to establish, modify and enforce
reasonable rules and regulations with
respect to all facilities and areas
mentioned in this section. Landlord shall
construct, maintain and operate
lighting facilities on all said areas and
improvements and shall have the right
to police the same. Landlord shall have the
right from time to time to change
the area, location and arrangement of
parking areas and other facilities
referred to in this Section 34, to change
truck routes to such extent as the
Landlord may desire, provided that the
leased premises are adequately served by
the new route; to restrict parking by
tenants, their officers, agents and
employees to employee parking areas; to
construct surface or elevated parking
areas and facilities; to establish and from
time to time change the level of
parking surfaces; to close all or any
portion of said areas or facilities to
such extent as may, in the opinion of the
Landlord's counsel, be legally
sufficient to prevent a dedication thereof
of the accrual of any rights to any
person or to the public therein; to 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 said
areas and improvements as, in the use of
good business judgment, the
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Landlord shall determine to be advisable
with a view to the improvement of the
convenience and use thereof by tenants,
their officers, agents, employees and
customers. Tenant agrees that it will cause
its officers, agents and employees
to park their automobiles only in such
areas as Landlord may from time to time
designate as employee parking areas.
Tenant and
its employees shall not park cars in parking space provided for
customers on property of which demised
premises are a part or in alleys or
service courts serving buildings or stores
except in areas which may be
designated by Landlord for tenant parking.
Where there is a rear entrance, all
loading and unloading of goods shall be
made at the rear entrance. Tenant agrees
that upon written notice 'from Landlord it
will, within five days, furnish
Landlord with the state automobile license
numbers assigned to its cars and the
cars of all its employees. If Tenant or its
employees shall park their cars in
space provided for customer parking, Tenant
shall pay additional rent to the
Landlord at the rate of $10.00 per day per
car.
It is
understood that the Landlord proposes to construct the Center
in
various stages and some of the common
facilities outlined above will not be
constructed until the later stage, and
further, that construction of later
stages may necessitate the rearrangement
and alteration of some or all of the
facilities referred to in this Section 34.
Landlord, therefore, reserves the
right in its sole discretion from time to
time to change, rearrange, alter or
modify any or all of the facilities
designed for the common use and convenience
of all tenants so long as adequate
facilities in common are made available to
the Tenant herein.
Expense of Common Facilities
Section
35. Landlord will, at its expense (subject to the reimbursement
provisions hereinafter set forth), operate
and maintain the common facilities
referred to in Section 34. In each rental
year Tenant will pay to Landlord such
proportion of Landlord's operating costs as
the gross floor area of the premises
leased hereby bears to the total gross
floor area of all stores in the Center.
For the
purpose of this Section 35, the "Landlord's Outside Operating
Costs" in connection with the common
facilities outside of the shopping center
buildings shall be those of operating and
maintaining the common facilities in a
manner deemed reasonable and appropriate
and for the best interests of the
tenants in the Center, including without
limitation, all costs and expense of
operating, repairing, lighting, cleaning,
painting, striping, insuring, removing
of snow, ice, debris, maintaining
landscaped areas, policing and inspecting.
The
charges to Tenant under this Section 35 shall be computed on a
basis
of twelve (12) consecutive calendar months
commencing and ending on such dates
as may be designated by Landlord and shall
be paid by Tenant in monthly
installments on the first day of each
calendar month in an amount estimated and
billed by Landlord. Initially, the monthly
payments shall be $682.13.
Merchants Association
Section
36. Not applicable.
Public Liability Insurance
Section
37. Tenant will keep in force at its own expense so long as
this
Lease remains in effect, public liability
insurance with respect to the leased
premises in companies and in form
acceptable to Landlord, covering Tenant,
Landlord, and Landlord's agents, with
minimum limits of Five hundred thousand
dollars ($500,000.00) on account of bodily
injuries to or death of one person,
One million dollars ($1,000,000.00) on
account of bodily injuries to or death of
more than one person as the result of any
one accident or disaster; and property
damage insurance with minimum limits of One
hundred thousand dollars
($100,000.00); and Tenant will further
deposit the policy or policies of such
insurance or certificates thereof, with
Landlord. If Tenant shall not comply
with its covenants made in this Section 37,
Landlord may, at its option, cause
insurance as aforesaid to be issued, and in
such event Tenant agrees to pay the
premium for such insurance promptly upon
Landlord's demand.
Indemnity by Tenant
Section
38. Tenant will indemnify Landlord and Landlord's agents and
save
them harmless from and against any and all
claims, actions, damages, liability
and expense in connection with loss of
life, personal injury and/or damage to
property arising from or out of the
occupancy or use by Tenant of the leased
premises or any part thereof or any other
part of the Landlord's property, or
occasioned wholly or in part by any act or
omission of Tenant, its agents,
contractors, or employees.
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<PAGE>
Fire Insurance
Section
39. Tenant will not do or suffer to be done, or keep or suffer
to
be kept, anything in, upon or about the
leased premises which will contravene
Landlord's policies insuring against loss
or damage by fire or other hazards
(including, but not limited to, public
liability) or which will prevent Landlord
from procuring such policies in companies
acceptable to Landlord provided Tenant
is first given adequate notice of the
requirements of such policies. If anything
done, omitted to be done or suffered to be.
done by Tenant, or kept or suffered
by Tenant to be kept, in, upon or about the
premises shall cause the rate of
fire or other insurance on the leased
premises or other property of the Landlord
in companies acceptable to Landlord to be
increased beyond the minimum rate from
time to time applicable to the premises for
use for the purposes permitted under
this Agreement or to such other property
for the use or uses made thereof,
Tenant will pay the amount of such increase
promptly upon Landlord's demand.
Neither Landlord nor anyone claiming under
it shall have any right of
subrogation against Tenant in event of a
fire, explosion or other casualty,
provided Landlord can obtain fire and
extended insurance eliminating all
subrogation rights without increase of
premium to Landlord. If such insurance
can be obtained only with an increase of
premium, Landlord will communicate this
information to Tenant and Tenant will have
the option of paying the additional
premium or not, in order to eliminate
subrogation rights.
The
Landlord will pay annually all insurance premiums for his
policies
insuring a
