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HomeMy WebLinkAboutRES 14-262RESOLUTION NO. 14-262 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager is hereby authorized to execute all documents necessary to continue a License Agreement between the City of Beaumont and Parkdale Mall CMBS, LLC, by CBL & Associates Management, Inc., forthe Police Substation located at Parkdale Mall. The agreement is substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 16th day of December, 2014 -M Becky Ames - L IC Ntilw.-AGRE' : MEN' Unit /s: 11 -848 Project #: 100 -451 Deal Type: Inline Revised: 4/17/2014 THIS LICENSE AGREEb1EN'T, (the "Agreement "), is made this day of 20_, by and between PARKDAI F NIALL MALL CMBS I I C a Delaware limited liability company by CBI. & Associates Management, Inc., its managing agent. ( "Licensor ") and City of Beaumont having offices at 225 College St. Beaumont, TX 77701, Contact: Itiyle Hayes Phone: 409 -880 -3844 ( "Licensee "). It is understood and agreed that this Agreement is, and is intended to be a license, granting the Licensee permission to engage in certain acts upon the Licensor's premises, subject to the terms, conditions and limitations set forth herein. Licensor does not grant Licensee any permanent interest in Licensor's premises, land, building or other realty whatsoever, nor shall any other relationship between the parties, including, but not limited to that of landlord and tenant, principal, agent, partnership or joint venture be implied or created by virtue of this Agreement. In consideration of the agreements set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree: 1. License Area: Licensee's rights under this Agreement shall be limited to the specific unit(s) containing the square feet identified in the chart below (the "Terms Chart) and as shown on Exhibit A, attached hereto and made a part hereof ("License Area "), in Parkdale Mall Beaurnont-TX (The "Shopping Center ") located at 6155 Easter Fwd Suite #200 Beaumont, TXX, 77706 -6797. Licensee shall have no right to use any other area of Licensor's premises, other than common areas open to the general public. Whenever in this Agreement the term "License area" is used, such term shall refer individually to each unit, and collectively to all of the units listed below during the respective periods as shown in the Terms Chart, as applicable. 2. Duration: With respect to each License Area, Licensee's rights under this Agreement, including the payment of Minimum Fees and Additional lees, including Percentage Rent, shall commence on the Start Date listed in the Terms Chart (the "Commencement Date "), and shall end on the End Date listed in the Terms Chart (the "Expiration Date "), unless the License referenced in this Agreement is revoked earlier by Licensor. With respect to each License Area, Licensor shall not be liable to Licensee in damages or otherwise for any delay in the Commencement Date, regardless of cause. In the event Licensee opens for business prior to the Start Date below, monthly Minimum Fees and Additional Fees due as of the date of opening will be adjusted and Licensee will be billed accordingly. Terms Chart Unit Square Footage Start —� End 11-848 800.00 10/1/2014 9/30/2015 3. Use: Trade Namc: The License Area shall be occupied and used by the Licensee solely for the purpose of using the premises as a police department substation for shift changes report writing phone we work etc The premises shall not he used as a jail and for no other purpose whatsoever. Licensee shall provide, store and /or stock in the License Area only such services and merchandise as Licensee is permitted to offer for sale in the License Area pursuant to this Agreement. Licensee shall occupy and use the License ,:1rea only under the trade name of Police Substation, which shall not be changed without Licensor's prior written consent. 4. Fees: Licensee shall pay Licensor, without notice, demand, deduction or setoff, at Parkdale Mall CN1BS, LLC PO Box 74942 Cleveland QH 44194 -4942 or such other location as Licensor may specify, by certified check or money order on or before the Commencement Date and on the first day of each month thereafter: M� inimum Fee(s): Description Unit Start Date End Date Fee Total Fee Base Renr I,. A. H-848 10/01/2014 10/01/2014 $1.00 $1.00 Should Licensee fail to pay when due any installment of Fees including Minimum Fees, Additional Fees, Percentage Rent, or any other sum payable to Licensor under the terms of this Agreement, then from and after the date on which any such sum shall be due and payable, a Late Charge of Two Hundred Dollars ($200.00) for such failure to cover the extra expense involved in handling such delinquency shall be paid by Licensee to Licensor. 5. Utilities: Licensee shall be solely responsible for and shall promptly pay for all fees, deposits and charges, including use and /or connection fees, hook -up fees, standby fees, and /or penalties for discontinued or interrupted service, and the like, for water, gas, electricity, fire alarm, burglar alarm, telephone, television, cable, internet, wifi, or other data service, sewer and any other service or utility used in or upon or furnished to the License Area, including any such services supplied by Licensor, in which case fees for such services shall be included as Additional Rent. EXHIBIT "A" G. Damage Deposit: Licensee deposits herewith the sum of $Q. {)0, due upon Licensee's execution of this Agreement unIcss otherwise noted, Waived as a damage deposit as a surety for the performance by Licensee of the terms of this agreement under which Licensee may be in default or for any sum which Licensor may expend by reason of Licensee's default in respect of any of the terms of this .Agreement including any damages which may result to the License Area or any other portion of the Shopping Center. Within 30 days after the expiration or earlier termination of the term of this Agreement there shall be an accounting with payment to Licensor or reimbursement to Licensee, as the case may be, of the aforesaid sum. As used in this paragraph, the term "expiration" shall mean the latest Lind Date listed in the Terms Chart. 7. Condition of License Area: Licensee has inspected each License Area identified in the Terms Chart, and accepts each "as is" with no representation or warranty by Licensor regarding the condition of the License Area or its suitability for Licensee's use or occupation thercof. Licensor has no obligation to secure or repair the License Arca unless the obligation is set forth in this Agreement. 8. Licensee's Construction Design and Merchandising Requirements: All costs and expenses (including permits or licenses) attributable to the construction of the License Area by Licensee shall be borne by Licensee. Licensee shall not commence construction of the License Area or make any alterations or additions to the License Area without first obtaining Licensor's written approval of the location, scope and design, which may be withheld in Licensoe's sole discretion, nor shall Licensee perform any work prior to the execution of this Agreement. All Licensee work and any signage or visual displays shall be in accordance with the design criteria and requirements set forth in the Rider. Licensee understands and agrees to implement visual merchandising recommendations of Licensor and change visual merchandising presentation as requested by Licensor. 9. Permits and Taxes: Licensee shall be responsible for obtaining any licenses, authorizations, or permits required by any governmental agency or authority for the type of activity to be carried on at or for the use of the License Urea. No unlawful activities shall be permitted in the use of the License Area. The consumption or sale of alcoholic beverages on or from the License Area shall not be permitted. Any and all taxes, fees and assessments which may be levied or assessed on the assets, business or capital of Licensee, by any duly constituted government authority, and any taxes, fees for use, copyright or license fees associated with the use of any music, design or other artistic medium used in connection with the activities thereof, shall be borne by Licensee. 10. Qperating Requirements: 'file License Area shall remain open for business at all times designated by Licensor. With respect to each License area identified in the 'Perms Chart, Licensee shall operate in the entire License Area continuously and uninterruptedly while this Agreement is in effect, and in a first class manner, Licensee shall obscive all operating rules and regulations for the Shopping Center and Licensee's occupancy therein which Licensor may promulgate from time to time, including but not limited to the rules set forth in Exhibit B attached hereto and incorporated herein. Licensee acknowledges and recognizes that its failure to continuously operate during the hours stipulated by Licensor or to observe the rules will cause a loss of goodwill to Licensor by the Shopping Center's customers and other uncertain damages to Licensor which are not easily ascertainable, and for each License Area where Licensee fails to operate, Licensee hereby agrees to pay Licensor $100.00 per day as liquidated damages, and not as a penalty, for any period of noncompliance. Licensee shall not cause or permit any hazardous material to be brought upon, stored, kept, used, of discharged on or about the License Area. 11. Repair and Maintenance: Licensee shall maintain, at its sole cost and expense, the License Area in good condition and make all necessary replacements and repairs to the License Area except for structural repairs. In addition to all other remedies of Licensor, if Licensee does not complete its obligations to repair and maintain the License Area, or if Licensor, in the exercise of its sole discretion, determines than emergency repairs are necessary, or repairs or replacement of any portion of the License area or the Shopping Center are made necessary by any act, omission, or negligence of Licensee or its agents, employees, contractors, or assignees, then in any such event, Licensor may make such repairs, maintenance, or replacements without liability to Licensee for any loss or damage to Licensee, its merchandise, fixtures, or other property, or to Licensee's business by reason of such repair, maintenance, or replacement. Upon completion of any such repair, maintenance, or replacement Licensee shall pay upon demand, as additional fees, Licensoe's costs for making such repairs, maintenance, or replacements together with Licensee's administrative costs related thereto which amount shall equal 20% of the total cost of the repair, maintenance, or replacement, Furthermore, Licensee shall immediately notify Licensor of any defects or unsafe conditions in the common areas immediately adjacent to the License Area. 12. Insurance: With respect to each License Area identified in the Terms Chart, (a) Licensee shall obtain and provide, on or before the earlier of the commencement of the Term or Licensee's entering the License Area for any purpose, and keep in force at all times thereafter, the following insurance coverage's with respect to the License Area at Licensee's sole cost and expense: (i) Commercial General Liability Insurance, with contractual liability endorsement, relating to the License Area and its appurtenances on an occurrence basis with a combined single limit of not less than One Million Dollars ($1,000,000.00' ) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate for bodily injury, death and property damage: (ii) Property Insurance, and such other coverage's as Licensor may reasonably elect to require in an amount adequate to cover the replacement cost of all personal property, decorations, trade fixtures, furnishings, equipment, and all contents therein; (iii) Business Interruption Insurance covering those risks referred to in (ii) above in an amount equal to all Minimum Annual Rent and other sums payable under this Agreement for a period of twelve (12) months commencing with the date of loss; (iv) as required by the law of the State where the License Area are located, Worker's Compensation Insurance covering- all persons employed, directly or indirectly, in connection with any finish work performed by Licensee or any repair or alteration authorized by this License or consented to by Licensor, and all employees and agents of Licensee witch respect to whom death or bodily injure, claims could be asserted against Licensor or Licensee with l mplover's liability Insurance with limits of not less tlian One Million Dollars $1,000,000.00 per accident or disease; (v) Automobile Liability coverage with a $1,000,000.00 combined single limit, including coverage for hired and non -owned vehicles; and (vi) such other insurancc as may be carried on the License Area and Licensee's operation thereof, as may be determined by Licensor. (b) Before undertaking any alterations, additions, improvements, or construction, Licensee shall obtain at its expense a commercial general liability insurance policy insuring Licensee and Licensor against any liability which may arise on account of such proposed alterations, additions, improvements, or construction on an occurrence basis with the minimum limits set forth hereinabove. (c) All of the aforesaid insurance shall be written by one or more A.M. Best Rated A- /VII or better insurance companies licensed in the state where the Shopping Center is located and in form satisfactory to Licensor and shall be written in the name of Licensee with Licensor (and any designee(s) of Licensor) narned as Additional Insured, except the Worker's Compensation Insurance required by subparagraph (a)(iv) above for which Licensee shall not be required to name Licensor and its designees as Additional Insured's. All such insurance required in this Section 12 may be carried under a blanket policy covering each License Area and any other of Licensee's stores. All such insurance shall contain endorsements that such insurance may not he cancelled or amended with respect to Licensor (or its designees) except upon thirty (30) days' prior written notice to Licensor (and any such designees) by the insurance company. Licensee shall be solely responsible for payment of premiums and that Licensor (or its designees) shall not be required to pay any premium for such insurance; in the event of payment of any loss covered by such policy, Licensor (or its designees) shall be paid first as their interests may appear by the insurance company for Licensor `s loss. The minimum limits of the commercial general liability policy of insurance shall in no way limit or dirninish Licensee's liability hereunder. Licensee shall deliver to Licensor at least fifteen (15) days prior to the time such insurance is first required to be carried by Licensee, and thereafter at least fifteen (15) days prior to the expiration of such policy, either a stamped certified true duplicate original or a certificate of insurance on all policies procured by Licensee in compliance with its obligations hereunder, together with evidence satisfactory to Licensor of the payment of the premiums therefor. If Licensee faits to obtain and provide any or all of the aforesaid insurance, then Licensor may, but shall not be required to, purchase such insurance on behalf of Licensee and add the cost of such insurance as additional rent payable with the next installment of Minimum Fee(s). (d) Licensor shall not be liable for any damage by fire or other peril includable in the coverage afforded by an All Risk (except for those items specifically excluded) Insurance policy, (whether or not such coverage is in effect), no matter how caused, it being understood that the Licensee will look solely to its insurer for reimbursement. Licensee shall not be liable for any damage by fire or other peril includable in the coverage afforded by an All Risk (except for those items specifically excluded) Insurance policy (whether or not such coverage is in effect), no matter how caused, it being understood that Licensor will look solely to its insurer for reimbursement. 13. Inde_ m ._,miry: With respect to each License Area identified in the Terms Chart, starting on the date Licensee first uses or occupies the License Area, Licensee shall defend, indemnify and hold harmless Licensor, its managers, parents, subsidiaries, employees and affiliates from and against any and all liabilities, claims, actions, liens, demands, expenses, fees, fines penalties, suits, proceedings, actions, causes of action, judgments, loss, or injury to property or persons of any and every kind resulting or occurring by reason of the construction, use, or occupancy of the License Area by Licensee, including all costs, expenses, and reasonable attorney fees. The provisions of this section shall survive the expiration or earlier termination of this License. 14. Relocation: Licensor reserves the right to move, relocate, adjust or substiture the License Area, in Licensee's sole discretion by providing 24 hours' advance written notice of relocation. Licensor shall make reasonable efforts to do so in such a way as to be least disruptive to Licensee's business operations. 15. Revocation and Remedies: (a) The License granted by virtue of this ;agreement rmay be revoked by Licensor in its entirety or at Licensor's option, with respect to any License Area, in Licensor's sole discretion for any reason, including, but not limited to the specific grounds set forth in subsection (1>) below, upon not less than 24 hours' notice to Licensee. (b) If (a) Licensee fails to perform any of the terms, conditions, or covenants of this Agreement; or (b) in the event there shall be filed by, or against, Licensee in any court pursuant to any statute, either of the United States or any State, a petition (i) in bankruptcy, (ii) alleging insolvency, (iii) reorganization, (i-,) appointment of a receiver, (v) any arrangerment of the bankruptcy acts, or a similar type of proceeding; or (c) Licensee fails to pay, when due, any payment required hereunder; or (d) Licensee abandons or vacates a I.,icense Urea; or (c) in the event of any other default by Licensee under this agreement or any other agreement between Licensee (or any affiliate of Licensee) and Licensor (or any affiliate of Licensor); then in any such event Licensee's rights hereunder shall cease and, Licensor may at its option (1) immediately revoke anti terrminate this Agreement with respect to any or all License Areas identified in the Terms Chart, and upon demand Licensee agrees to immediately surrender possession of the License Area in question to the Licensor; and /or (2) make demand for immediate payment of all current and future fees and any other monetary obligations due hereunder; and /or (3) re -enter the License Area and remove all persons and /or any property therefrom, by any suitable action or proceeding at law. (c) Upon service of the notice of revocation from Licensor, Licensee shall: (i) remove all of Licensee's property, including, but not limited to inventory and trade fixtures from Licensor's premises within the time period set forth in the notice; (ii) upon demand of Licensor, pay all current and future charges due under this Agreement; (iii) reimburse Licensor for all reasonable attorney fees and court costs incurred as the result of Licensor enforcing its rights under this Agreement. Licensor's rights and remedies under this Agreement are urmulative_ all rights and remedies of Licensor herein or at law and in equity are cumulative. With respect to any litigation arising out of this agreement, Licensee hereby expressly waives the right to a trial by iury and the right to *.File noncompulsory countersuit or crossclaim against Licensor. (d) Licensee shall not be entitled to reimbursement or compensation for any purported claim, cost, fee, charges, damages or losses sustained as the result of any revocation by Licensor. 16. ObligAtion unoT n Expiration: For each License Area identified in the Terms Chart, upon the Expiration hate or earlier revocation of this Agreement, Licensee shall immediately remove all of Licensee's property, including, but not limited to inventory and trade fixtures, repair any damage caused by such removal and peaceably yield up the License Area dean and in good order, repair and condition. If Licensee shall fail to do so, Licensor shall be entitled to additional fees equivalent to 125% of the total Minimum Fee specified herein, assessed in daily increments as 1 /30th of the total monthly amount. Licensee shall also reimburse Licensor for any court costs and reasonable attorney fees incurred as the result of Licensee's failure to vacate the License area upon the Expiration Date. Personal property of Licensee not removed within two 2 days of such Expiration Date or earlier revocation shall become the property of Licensor, at Licensor's option without liability to Licensee therefore. if Licensee has the right to use and occupy a License Area for multiple periods of tame, then Licensee's obligations and Licensor's rights in this Section 16 shall apply as to each End Date. 17, Liability of Licensor: There shall be no personal liability of Licensor with respect to this Agreement. If a breach by Licensor occurs, Licensee shall look solely to the equity of Licensor in the Shopping Center for the satisfaction of Licensee's remedies. Licensor shall not be responsible or liable for, and Licensee hereby expressly waives, all claims against Licensor for injury to persons or damage to Licensee's property on the License Area, regardless of the cause. Licensee's property in the License Area or the Shopping Center shall be there at Licensee's sole risk. Licensor, its agents, and employees shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee's business or damage to person or property sustained by Licensee or any person claiming by, through or under Licensee resulting from any accident or occurrence in, on, or about the License Area or any other part of the Shopping Center, including, without limitation, claims for loss, theft, or damage resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow, or leaks from an), part of the License area, or any other part of the Shopping Center or from the pipes, appliances, or plumbing or from the roof, street, or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, or by any act, omission, or negligence of other licensees or any other persons or occupants of the Shopping Center or of adjoining or contiguous buildings, of owners of adjacent or contiguous propery,, or the public, or by operations in the construction of any private, public, or quasi - public work; or any other cause of any nature. To the maximum extent permitted by law, Licensee agrees to use and occupy the License area, and to use such other portions of the Shopping Center as Licensee is herein given the right to use, at Licensee's own risk. 18. Subordination; Definition of Licensor: Licensor is or may be a party to certain documents, as amended from time to time, with a ground lessor, mortgagee or beneficiary of Licensor, department stores, mall tenants, and others. 'Phis agreement is subject and subordinate to all the provisions in those documents, as amended from time to time. The term "Licensor" tmcans only the owner, or mortgagee in possession for the time being of the building in which the License area is located or the owner of a leasehold interest: in said building and /or the land thereunder so that in the event of sale of said building and /or an assignment of this Agreement by Licensor, and /or a demise of said building and /or the land, Licensor shall be and hereby is entirely freed and relieved of all obligations of Licensor hereunder and it shall be deemed without further agreement between the parties and such purchaser(s), assignee(s), or lessee(s) that the purchaser, assignee, or lessee has assumed and agreed to observe and perform all obligations of Licensor hereunder, Furtlietmorc, it is specifically understood and agreed that Licensor's rights, privileges, duties, and obligations may be administered by Licensor's designee, including, but not limited to, Licensor's agent, and that such designee shall have the full authority of Licensor hereunder to perform all of Licensor's functions hereunder including, but not limited to, the execution of this Agreement and any other related documentation. 19. Notices: Whenever in this Agreement it shall be required or permitted that notice be given or served by either party to this Agreement or on the other, such notice, shall be given or served, and shall not be deemed to have been duly given or served unless in writing and forwarded by certified or registered mail or nationally recognized overnight courier, addressed to the parties at the addresses set forth above. Either party may change such address by written notice sent as required in the foregoing sentence. Licensor may also provide notice to Licensee by personally delivering such notice to the Licensed Area. 20. Assignment and Sublettinz7: Licensee shall not sell, assign, mortgage, pledge or transfer this License or any interest therein nor sublet all or any part of the License Area, nor license concessions or departments therein, without Licensor.'s prior written approval, which may be withheld or granted in Licensor's sole and absolute discretion, for any reason or no reason whatsoever. 21. Non - Waiver Provision: The failure of Licensor to insist upon performance of any of the terms, conditions, and covenants hereof shall not be deemed to be a waiver of any rights or remedies that Licensor may have and shall not be deemed a waiver of an), subsequent breach or default in the terms, conditions, and covenants herein contained. 22. Binding Agreement: This Agreement contains all the covenants, promises, agreements, conditions, and understandings between Licensor and Licensee. There are no other, either oral or written, between them other than those set forth in this agreement. This Agreement may not be modified in any manner other than by a written agreement signed by Licensee and Licensor, or any successor, designee, or assignee of Licensor. The terms, conditions and covenants set forth herein shall inure to the benefit of and be binding upon Licensee and Licensor, or any successor, designee or assignee of Licensor. 23, Confidentiality: Licensee and its agents and employees shall keep and hold in strict confidence all of the terms of this Agreement including, but not limited to, the amount and /or manner of payment of fees and all items of additional charges and the formulations thereof, the use of the License Area, the duration of the license, and all other terms and conditions herein.. 24. OFAC Representation: Licensee hereby represents and warrants ro Licensor that Licensee is not, and shall not become, a person or entity with whom Licensor is restricted from doing business with under regulations of the Office of Foreign Asset Control ( "OFAC" ) of the Department of the'Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support 'Terrorism), or other governmental action ( collectively, "OFAC's Regulations ") and is not and shall not engage in any dealings or transaction or be Otherwise associated with such persons or entices. Licensor hereby represents and warrants to Licensee that Licensor is not, and shall not become, a person or entity with whom Licensee is restricted from doing business with under OFr1C's Regulations and is nor and shall not engage in any dealings or transaction or be otherwise associated with such persons or entities. 25. Counterparts: This agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, all of which shalt together constitute one and the same :agreement, shall be binding on the signatories, and the signature of any parti to any counterpart shall be deemed a signature to, and may be appended to any other counterpart. Photocopies, facsinule signatures, or signatures sent via portable document format (PDI'), shall be deemed as valid as an original. 26. Rider and Exhibits to Agreement: Certain Exhibits and Rider are attached to this Agrectnent and are hereby made a part hereof. Any conflict or inconsistency between the terms of the main body of this .agreement and the terms of the Exhibits or Rider shall be resolved in favor of the terms of the Rider or Exhibits. IN WITNESS WIiEREOF, the parties have executed this Agreement on the day and year first above written, each acknowledging receipt of an executed copy hereof. LICENSOR: P RKDALE MALL CMBS, LLC a Delaware limited liability corn any by C13L & Associates Management, Inc., its managing agent Print Name: Its: Da re: LICENSEE: Cil�, of Beaumont By: i Print Name: Its: JUDEM TO LIt;I3NSI:.�GIZF�EAff;NT Revised: 4/18/2014 Project i#: 100 -451 Deal 'type: 14IWIL Per Section 26 of the License Agreement (the "Agreement "), any conflict or inconsistency between the terms of the main body of the Agreement shall be resolved in favor of the terms of the Rider or Exhibits. Addendum to License Agreement between the City of Beaumont and Parkdale Mall 18. The Following Paragraphs of the License Agreement between the City of Beaumont and Parkdale Mall are deleted and are inapplicable: Paragraph 5 (Utilities), Paragraph 12 (Insurance), Paragraph 13 (Indemnity), Paragraph 23 (Confidentiality). The City of Beaumont will provide a letter of self - insurance upon request. 19. The minimum fee end date set forth in Section 4 will be December 30, 2014. 20. The Liquidated damages provision in Paragraph 10 is deleted and is inapplicable. 21. The relocation provision in Paragraph 14 is amended so as to provide 30 days advanced written notice to Licensee of relocation, instead of 24 hours written notice. Further, since Licensee has already expended substantial funds making required construction upgrades to the currently occupied leased space, Paragraph 14 is amended so as to provide that any relocation of Licensee will be to a comparable space which will not necessitate Licensee making any further or similar construction upgrades. 1 ?xhibit B Rules and Reeulgtions Licensee shall use and occupy the License Area in a careful, safe and proper manner and shall keep the License Area in a clean and safe condition in accordance with this License, local ordinances, and the directions of public officers. Licensee shall comply with all rules, regulations and instructions of Licensor, including, without limitation, the following: (1) All signage located in and upon the License Area shall be approved by Licensor prior to installation or placement. All signs, placards, banners, pennants, or other advertising matter shall be prepared in a professional manner and in no event shatl be handwritten. Licensee shall display an approved sign depicting its approved trade name. (2) Licensee shall not display merchandise on or outside the boundaries of the License Area. The outside areas immediately adjoining the License Area shall be kept clear at all times by Licensee, and Licensee shall not place nor permit any obstructions, garbage, refuse, merchandise, or displays, or racks, in such areas. (3) All loading and unloading of goods shall be done only at such times, in the areas, and through the entrances designated for that purpose by Licensor. (4) All garbage and refuse shall be kept in the kind of container specified by Licensor, and shall be placed and prepared for collection in the manner and at the times and places specified by Licensor. If Licensor shall provide or designate a service for picking up refuse and garbage, Licensee shall use same at Licensee's cost. Licensee shall pay the cost of removal of any of Licensee's refuse and garbage, and maintain all common loading areas in a clean manner satisfactory to the Licensor. Licensee shall use any trash compactor Licensor provides for the general use of Licensee or licensees in a designated area of the Shopping Center. Notwithstanding the foregoing provision, if Licensee qualifies as a generator of medical waste, then Licensee shall be solely responsible for causing compliance with all federal, state and local laws, whether existing now or established in the future, relating in any way to the storage, containment, treatment, transfer, transportation and disposal of medical waste (including the use of licensed medical waste manage,nent companies), and shall hold Licensor harmless for Licensee's noncompliance or violations thereof. hor purposes hereof, "medical waste" means any solid, semisolid or liquid waste, which is generated in the diagnosis, treatment (e.g., provisions of medical services) or immunization of human beings or animals, in research pertaining thereto, or in the production or testing of biologicals. "Generator" means any person or entity whose act or process produces medical waste as hereinbefore defined. (S) No loudspeakers, televisions, phonographs, cd players, D'A'D players, cassette players, radios, flashing lights, or other devices shall be used in a manner so as to be heard or seen outside of the License Area. No electronic or comtmunication devices shall be used in the License Area or in connection therewith which interrupt or interfere with the use and enjoyment of electronic or communication devices of other occupants of the Shopping Center or of the neighborhood in which the Slopping Center is located. (6) Licensee shall not conduct or permit any fire, bankruptcy, relocation, liquidation, retirement, moving, auction, or "going out of business" sale (whether real or fictitious) in the License Urea, or utilize any unethical method of business operation. Licensee shall not use the License area as a clearance, outlet or wholesale center. (7) Licensee shall not carry on any trade or occupation or operate any instrument or equipment, which emits an odor or causes a noise discernible outside of the License Area. (8) Licensee shall not distribute any handbills or other advertising matter in the Shopping Center or on automobiles parked in the parking areas of the Shopping Center. (9) Licensee and Licensee's employees shall not park their cars in those portions of the parking area designated for customer parking by Licensor. If Licensee or Licensee's employees' park in portions of the parking area designated for customer parking, Licensor may, in addition to its other remedies, have such cars removed at Licensee's expense. (10) Licensee and Licensee's employees shall maintain a neat and appropriate appearance and dress, and are expected to operate in a dignified, ethical, manner. (11) Licensee shall display its customer sales return policy. (12i Licensee shall not permit loitering at the License Area. (13) Licensee shall furnish Licensor with emergency telephone numbers and a fonvarding address. (14) Due to the lack of on -site storage facilities, acquisition of outside storage shall be Licensee's responsibility. (15) Licensee shall be solely responsible for policing its location against theft, loss, or damage to its property and /or merchandise. Under no circumstance shall Licensor be held liable for such theft, loss, or damage. (16) Licensee shall not harm the License area, commit waste, create nuisance, make any use of the License Area which is offensive in Licensor's sole opinion, nor do any act tending to injure the reputation of the Shopping Center. Licensee shall not make alterations or additions to the License Area, not: permit the malting of holes in the walls, partitions, ceilings, or floors, nor permit the painting or placing of exterior signs, placards, or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or on the License area, without the prior written consent of Licensor which may be withheld in Licensor's sole discretion. Licensee shall comply with all laws, ordinances, orders, and regulations affecting the use or occupancy of the License Area. (17) Licensee shall not violate applicable federal and state laws prohibiting the sale or display of products, which infringe on the trademarks or copyrights of others. In the event Licensee fails to comply with such rules and regulations or any of the other covenants set forth herein after twenty-four (24) hours' notice from Licensor of this non- compliance (which notice may be oral or in writing), then Licensee shall pay to Licensor as additional fees the sum of one hundred dollars ($100.00) for each violation, acceptance of such fees to he without prejudice to any other rights or remedies available to Licensor. Nadi day on which a violation occurs or continues shall be a separate. violation. LIC1 NSE Asr� F.lvr hr Revised: 4/17/2014 �_$4S Project #: 100-451 Dezl �}'pei Inhne .�- C7l THIS LICENSE AGREEMENT, the "Agreement' , is made this � day of�SGl'� / t�� _20lpp _, ( � � `�lty and betu-een P' -�h MI a Deiaware Urruted Bability company by CBL & Associates Management, Inc., its managing agent "Licensor") and City of Beaum4rst having offices at 225 Collcge St Beaumont TX 77701, Contact: Kyle Ha es Phone: 409-880-3844 It is understood and agreed that this Agreement is, and is intended to be a license, granting the Licensee permission to engage in cer^ain acts upon the Licensor's premises, subject to the terms, conditions and limitations set forth herein. Licensor does not grant Licensee any permanent interest in Licensors premises, land, building or other realty whatsoever, nor shall any ou.er relationship bet, een the parties, including, but not limited to that of landlord and tenant, principal, agent, partnership or joint venture be implied or created by virtue of this Agreement Inconsideration of the agreements set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree: 1. License Axe: Licensee's rights under this Agreement shall he limited to the specific unit(s) containing the square feet identified in the chart below (the "Terms Chart) and as shown. on Exhibit A, attached hereto and made a part hereof ("License Atea"), in Patbdal� I'd ad Beaumont, Tk (The "Shopping Center") Iocated at 6155 Eastes Fw ,.Suite #200 Beaumont, TX 777 6-b797. Licensee shall .have no right to use any other area of licensor's premises, other than common areas open to the general public. Whenever in this Agreement the l etms•� nart, as 2. Duxanoi3: NMth•respeci to each L.icenisc:Area, Additional I'e`es; including Percentage Rent, shall c, and shall w on the End Date listed in the Term revoked earlier by'T icensor. With respect to each = dcl;,., tu'thc,Couimencernent Date, regardless of ca lklirumum °Fees and Additional Fees due as of the ds Terms Chart censer's ngkits under.this Agreement, incluci the payment of lrfinur um Fees and unence on the Stan Date listed in•:the Terms Chart ,(the "Commencemew Date'), hatt'.(tic "Expiration Date ,:unless the.UCense"referenced in this Agreement is erne x c .,.licensor shall not be liable to Licensee: n damages or otherwise for any In,= he evCot,, Uceltbee, opens, fur busuicss prior tti ;the Start Date below, monthly, of oliening, ti'a%c adjusted and Licensee adll be -billed accordingly. Lnn. Square Footage Start d _ -- H 10/l/2014 — T 9(30/2015 3. Uwe; Txacte Name: The License ff rcn, shall be occ upicd and tired h}' -die licensee solely for -the purpose of aw the p ises as a pole dcl2artment substation fox'shin changes, re port'wriung plionc wor�_ezc_ the premises shall nQt be used as a jail and for no other purpose whatsoever. Licensee shall provide, store and/or stock in the License Area only such services and merchandise as Licensee is perurittcd to offer for sale in the License Area pursuant to this Agreement Licensee shall occupy and use the License Area only under the trade: name of Police Substation, which shall not be changed without l icensor's prior written consent 4. _ftes: Licensee shall pay Licensor, without notice, demand, deduction or setoff, at Parkda]e ibiall CMBS, i 7 C' Pp Box 7494 Cleveland OH 44194-494or such other location as Licensor may specifc, by certified check or money order on or before the Comrnenceinent Date and on the first day of each month thereafter_ Minimum Fee(s): - -- - - — --- Description Unit Start Date End Date Fee Total Fee Base Rent L. A. H-848 110/01/2014 10/01/2014 1.00 $1.00 Should Licensee fail to pay when due any installment of Fees including Ni finimum Fees, Additional Fees, Percentage Rent, or anv other su:n payable to Licensor under the teens of this Agreement, then from and after the date on which any such stun sba➢ be due and payable, a Late Chaigt of Two I-Iundred Dollars ($200.00) for such failure to corer the extra expense involved in handling such delinquency shall be paid by Licensee to licensor. 5. U iiities: Licensee shall be solely responsible for and shall promptly pay for all fees, deposits and charges, including use and/ot connection fees, hook-up fees, standby fees, and/or penalties for discontinued or interrupted service, and the like, for water, gas, electricity, fire alarm, burglar alarm, telephone, television, cable, intemet, wifi, or other data service, server and any other service or utility used in o: upon or furnished to the License At, --a, including any such, services supplied by Licensor, in which case fees for such s asea de es shall be includes Additional Rent- 6. Rarn—age }}?eposit: Licensee deposits herewith the sum of,I_t}_QQ due upon Licensee's execution of this Agreement unless otherwise noted, Waived as a damage deposit as a surety for the performance by Licensee of the terms of this Agreement under which Licensee may be i, default or for any sure which Licensor may expend by reason of Licensee's default in respect of any of rite teens of this Agrc-emeiit including any damages which may result to the License area or any other portion of the Shopping Center. Within 30 days after the expiration or earlier termination of the term of this Agreement there shall be an accounting with payment to Licensor or reimbursement to Licensee, as the case may be, of the aforesaid sum. As used in this paragraph, the tam "expiration" shall mean the hrest End Date listed in the Terms Chart. 7. Condition of License •Area: Licensee has inspected each License Area identified in the Terms Chart, and accepts each "as is" with no representation or warranty by Licensor regarding the condition of the License Area or its suitability for Licensee's use or occupation thereof Licensor has no obligation to secure or repair the License Area unless the obligation is set fortis in this Agreeu-ien-� S. Licensee's Construction Deagu_and i tmLaudirijng Requiremeuts: All costs and expenses (including permirs or licenses) attributable to the construction of the License Area by Licensee shall be bome by Licensee. Licensee shall not commence construction of the License Area or make any alterations or additions to the License Area without first obtaining Licensor's written approval of the location, scope and design, which may be withheld in Licensor's sole discretion, nor shall Licensee perform any work prior to the execution of this Agreement, All Licensee work and any signage or visual displays shall be in accordance with the design criteria and requirements set forth in the Rider. Licensee understands and agrees to implement visual merchandising recommendations of Licensor and diange visual merchandising -presentation as requested by licensor. 1. T'smits and Taxed: Licensee shall be responsible for obtaining any licenses, authorizations, or permits required by any governmental agency or authority for the type of activity to be carried on at or for the use of the License Area. No unlawful activities shall be permitted in the use of the License Area. The consumption or sale of alcoholic beverages on or from, the License Area shall not be permitted. Any and all taxes fees„aad assessments which may be levied or assessed on the assets., business or capital of Licensee, by any duly constituted govetntnettxsauth rsty� u a any taxes, fetes for arse, eopyctaht xIi nse fees assocated �vzttt-the use pf` v music, design or other: artistic medtutn user mt:orihectton tii�tlx the actt�ntle thereof e.l�:orne by,L censee. 10.Ypexaring Rvq ireutents The I iccnse Area ShallFiea��n open for bustaess .at all times destgrialecl b}' Licensor. With respect to each License Area identified in rite Terms Chart, Licensee_$ha11 operate in the entire I.tcense Area cantntiously and uninterruptedly while this Agreement is;in effect, and ir,. a first class mann6vrXU6ire shall observe all gperating rules and reti*tiom for the Shopping Center and Licensee's occupancy therein which Licensor may' Trpzn+sigatc from` thin to thee, including but not limited to the rules set forth in Exhibit B attached hereto and incorporated herein. Ltcerisee acknowledges; and recozes tharrts-fa•uxe�to continuously operate during the hours stiptilatcd by Licensor or to observe the rule$ will causes a, lgs5 0, --good will to I icensorb the Slopping Center's customers and or ier uncertain damages to Licensor whn ich are ot Basil; .iscertainable, and for ;ea41License tltea`.'Mlhere Licensee fails to operate, Licensee hereby agrees to pay Licensor $100A0 Per day;7s liquidated damages ama;got as a pgnalt} Jo" raany period of noncompliance. Licensee shall not cai3se or permit any hazardous rat atrrrat€to be brought upon stole 1LeliE, used lit cicharged on or about the License Atea. 11. Renair_and 1Via #enance- T.rcens> a"shall mint' at sts.sole cost and expense e Liceus Areaua l,>oo'a condition avid make all necessary replacements and repaics,to License Area exrept for struct imml Tepairs. In addinori tor all otliet remedies of La'ccnsoz, if Licensee does not complete its obligations to repair and maintain the License Area, or if Licensor, in the exercise of its sole discretion, determines that emergency repairs are necessary, or repairs or replacement of any portion of the License Area or the Shopping Center are made necessary by any act, omission, or negligence of Licensee or its agents, employees, contractors, or assignees, then in any such evert, Licensor may make such repairs, maintenance, or replaoments witbout liability to Licensee for any loss or damage to Licensee, its merchandise, fixtures, or other property, or to Licensee's business by reason of such repair, maintenance, or replacement Upon completion of any such repair, maintenance, or replacement Licensee shall pay upon demand, as additional fees, Licensor's costs for making such repairs, maintenance, or replacements together with Licensor's administrative costs related thereto which amount shall equal 200"0 of the total cost of the repair, maintenance, or replacement. Furthermore, Licensee shall immediately notify Licensor of any defects or unsafe conditions in the common areas immediately adjacent to the License Area. 12. Impsanee: With respect to each license Area identified in the Terms Chart, (a) Licensee shall obtain and provide, on or before the earlier of the comrneucement of the Term or Licensee's entering the license Area for any purpose, and keep in force at all times thereafter, the following insurance coverage's with respect to the License Area at Licensee's sole cost and expense: (i) Commercial General liability Insurance, with contractual liability endorsement, relating to the License Area and its appurtenances on an occurrence basis with a combined single limit of not less than One Nfdlion Dollars 51,000,000.00) per occurrence and Two Killion Dollars ($2,000,000.00) in the aggregate for bodily injury, death and property damage; (n) Property Insurance, and such otbcr coverage's as Licensor may reasonably elect to require in an amount adequate to, cover ttte replacement cost of all personal property, decorations, trade fixtures, fttrnislnings, equipment, and all contents therein; (iu) Business Interruption Insurance covering those risks referred to in (i) above in an amount equal to all Minimum Annual Rent and other sums payable under tinis Agreement for a period of twelve (12) months commencing with the date of loss; (v) as required by the iaw of the StGte where t}:e License Area arc located, worker's Compensation Insurance covering all persons employed, direcdy or indirectly, in connection w7tb any finish work performed by Licensee or any repair or alteration authorized by this License or consented to by Licensor, and al; employees and agents of Licensee with respect to whom death or bodily injury claims could be asserted against Licensor or Licensa,� wrrn timployers I Aabutty insurance with limns or not less than Vne iynwon rJouars }1,WVU,UUU.Uu per acctueat or utsease; (-1 !iutomoolic LiaSillty coverage with a 51,000,000.00 combined single litnit, including coverage for hired and non -owned vehides; aad (vi) such other: insorance as ma-y be carried on the License Area and Licensee's operation thereof, as may be determined by Licensor. (D) Before undertaking any aiterations, additions, improvements, or construction, Licensee shall obtain at its expense a commercial generai liability insurance policy insuring Licensee and Licensor against any liability which may arise on account of such proposed alterations, additions, improvements, or construction on an occuzreace irnsis arith the rninunum limits set forth hereinabocc. (c) Al, of the aforesaid insurance shall be written by one or more A-4. Best Rated AVVII or better insurance companies licensed in the srate where the Shopping Center is located and in form satisfactory to Licensor and shall be written in the name of Licensee with Licensor (and any designee(s) of Licensor) named as Additional Insured, except the Worker's Compensation Insurance required by subparagraph (a)(v) above for which Licensee shall not be required to name Licensor and its designees as Additional Insureds. All such insaiancc required in this Section 12 may be carried under a blanket policy covering each License Area and any other of Licensee's stores. n All such insurance shall contain endorsements that such insurance may not. be cancelled or amended with respect to Licensor (or its designees) except upon thirty (30) days' prior written notice to Licensor (and any such designees) by the insurance company. Licensee shall be solely responsible for payment of premiums and that Licensor (or its designees) shall. not be requited to pay any premium for such insurance; in the event of payment of any loss covered by such policy, Licensor (or its designees) shall be paid first as their interests may appear by the iusurance company for Licensor `s loss. The minimum limits of the commercial general liability policy of insurance sball in no way limit or dimirush Licensee's liability hereunder, licensee shall deliver to Licensor at least fifteen (15) days prior to the time such insurance is first required to be carried by Licensee, and thereafter at least fifteen (15) daps poor to the expiratior of such policy, either a stamped cet-tified true duplicate original or a certificate of insurance on all policies procured by Licensee in compliance with its obligations hcn-under, together with evidence satisfactory to Licensor of the payment of the premiums therefor. If Licensee fails to obtain and provide any or all of the afotesaid insurance, then Licensor may, but shall not be required to, purchase such insurance on behalf of Licensee and add the cost- of such insurance as additional rent payable with the nest installment of Nfinimum Fee(s). (d) Licensor items specincalt the Licensed] in the coverage:. effect), no rnatie id' by an All Risk (except for r11psE i nazis specifically caused, it being understood ttmt47;tcens6r will look : 13. indent k�trith respect to each License An License Area, ):` e msee shall defend, indemnify a from and agunst.auy and all liabilities, claims, acti action j , grntnts i. loss, or injury to property or pe occupancy-ok,incense Area by Licensee, inciu sur, rive the e Firation.or cai4er.tcrrninatlon rsf-this 14. 9slo�ption Licetisor'zeseLxrerca the:xlgbt to providing 24 hours' advance.wr item aptice-of rel disruptive to Licensee's business operations. >verage afl6xd6d by an All Rs except for those no matter hote.taused, it bevnderstood that for any Aama-c by fire or other peril includable ranee poltber or not such coverage is in on of any and every kind resulting of oc ig aIl Costs, expenses, and reasoraableattl o� e, relocate, adlus=_ m substitute the L atlan.-`-LYcensar .shall; xizzK� reasonable e date Licensee first uses or occupies the arts suTisi:cliaries, employees and affiliates Itres, sihq,' proceedings, actions, causes of 7rrgby reason of the construction, use, or y frees-.-Thd rovisions of this section shall se Area, art Licensoe's sole discretion by 1. rats, t(5, do so inn such avay.,as to :be least 15. Revocationand Remedies:: (a) The License granted by virtue of this Agreement may be revoked be Licensor in its entirety or at Licensoe's option, with respect to any License Area, in Liceasor's sole discretion for any reason, including but not limited to the specific grounds set forth in subsection (b) below, upon not less than 24 hours' notice to Licensee- (5) If (a) Licensee fails to perform any of the terms, conditions, or covenants of this Agreement; or (b) in the event there shall be filed be, or against, Licensee in any court pursuant to any statute, either of the United States or any State, a petition (i) in bankruptcy, (i) Z;:7ging insolvency, Chi) reorganization, (iv) appointment of a receiver, (v) any arrangement of the bankruptcy acts, or a similar type of proceeding; or (c) Licensee fails to pay, when due, any payment required hereunder; or (d) Licensee abandons or vacates a License Area; or (e) in the event of any other default by Licensee under this Agreement or any other agreement between Licensee (or any affiliate of Licensee) and Licensor (or any affiliate of Licensor); then in any such event Licensee's Puts hereunder shall cease and, Licensor may at its option (1) immediately revoke and terminate this Agreement with respect to any or all. License Ateas identified in the Terms Chart, ant. upon demand Licensee agrees to immediately surrender possession of the License Area in question to the Licensor; and/or (2) make demand for immediate payment of all current and future fees and any other monetary obligations due hereunder; and/or (3) re-enter the License Area and remove all persons and/or any property therefrom, by any suitable action or proceeding at law. (c) Upon service of the notice of revocation from Licensor, Licensee shall: (i) remove all of Licensee's property, including, but not limited to inventory and trade fixtures from Licensoe's premises within the rime peuod set forth in the notice; (i) upon demand of Licensor, pay all current and future charges due under this Agreement; (rii) reimburse Licensor for all reasonable attorney fees and court costs incurred as the result of Licensor enforcing its rights under this Agreement Licensors rights and remedies under this Agreement are cumulative. All rights and remedies of Licensor herein or at lacy and in equity are cumulative. with respect to any litigation arising out of this Agreement, Licensee hereby expressly waives the right to a trial by jury and the right to file noncompalsory countersuit of crnssclaim against Licensor_ (d) Licensee shall not be entitled to reimbursement or compensation for any purported claim, cost, fee, charges, damages or losses r:istained as the. tcsult of any revocation by Licensor. 1 G. Ob : anon upon E xpiratian: For each License Area identified in the Terms Chart, upon the Expiration Date or earlier revocation of tlds Agreement, licensee shall immediately remove all of Licensee's property, including, bur nor limited to inventory and trade fixtures, repair any damage caused by such removal and peaceably yield up the License Area clean and in good order, repair and condition. If Licensee shall fail to do so, Licensor shall be entitled to additional fees equivalent to 125"/o of the total Mutimum Fee specified herein, assessed in daily increments as 1 /30th of the total monthly amount Licensee shall also reimburse Licensor for any court costs and reasonable attorney fees incurred as the result of Licensee's failure to vacate the Ucense Area upon the Expiration Date. Personal property of Licensee not removed within two 2 days of such. Fxpiradon Date or earlier revocation shall become the property of Licensor, at Licensor's option without liability to Licensee therefore. if Licensee has the right to use and occupy a laceuse Area for multiple periods of time, then Licensee's obligations and l icensor's rights in this Section 16 shall apply as to each End Date. 17. JLiability of Licensor: There shall be no personal liability of Licensor with respect to this Agreement If a breach by Licensor occurs, Licensee shall look solely to the equity of Licensor in the Shopping Center for the satisfaction of Licensee's remedies. Licensor shall not be responsible or liable for, and Licensee hereby expressly waives, all claims against Licensor for injury to persons or damage to Licensee's property on the License Area, regardless of the cause. Licensee's property in the License Area or the Shopping Center shall be there at Liceosee's sole risk. Licensor, its agents, and employees shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee's business or damage to person or property sustained by Licensee or any person claiming by, through or under Licensee resulting from any accident or occurrence in, on, or about the License Area or atry other part of the Shopping Center, including, withc,ut limitation, claims for loss, theft, or damage resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow, or leaks from any part of the License .Area, or any other part of the Shopping Centex or from the pipes, appliances, or plumbing or from the toot, street, or subsurface or from. any other place or by dampness or by any othet cause of whatsoever nature, or by any act, omission, or negligcucc of other licensees Qr an.y other.persons or occupants of the Shopping Center or of adlointng or contiguous buildings, of owners of ad acent or contiguous propene pr the pubkc, of byrpprattons-m fine coiutraction of any private,. p'U' . or quay lie workof any other cause of any'natuie '1�i: ere m cc at ptrxntit`ed by ]aI Tacensee agrees; to use and.occup r x}ie License�r�zeatand to use such other portions of the;.Shoppir k Centel as 3,iccusee is her'= b en the rAht we,,at_ icensee's vwri-risk,. " 18. sic rdizi�n,_De ition of Licensor: 7 icensoris oi.inay be a parts to certain.docaments asznezzded from time to time, with a gzon.d lessor, ciortgagee or beneficiary of Licensor ;department stores, ma13 tesiatits, and otheLs Tlvs Agreement is subject and u snhn,:dtnate, all the provisions in those documents asamertrleoin time,to zsme. The term ''L.xcexis:or" means only the oumcr, or Mort, in possession for the time being of the bmldin zn �hrcl 'tile License . ca ks:Jocated or the -owner of a leasehold Interest in said building and/'or tie land thereunder so that in the even[.ot sa7c of.satdbyiildtng aril/or_an assign of,this Agreement by Licensor, and/err a demise nf.*d building and/or the land, Eweei sor sha.11 be and hereby is eatirely kited and relic}.ed of all obligations of Licensor hereunder ind'it.shall be deemed without further agreemnt-between the parties,s?dtsucti purcl�aset(s)x.assignee(s), or lessee(s) that the purchaser, assignee oi` lessee has assumed and agreed -:observe and performall i7bligarions of Ltceirsoi hereunder. Furthermore, it is specifically understood :and ab.red ihat. E-i!&6sor's xights,;;)ut�nleges duties :;ate obli'gatzons'a�av be ad ntnrstered �� Iaeensor's.designee, including but not limited toy Licensors. agent, and tha such destnnee shall Barre the : illauthortry o f is ensor �eretmder to perform all of Licensor's fitnct erns lietcunder`including, but not limited'to the execution'of tht$ �g�cemeat and ate; tither rr lazed dactinetatatian 19. NQt cos: ''hcnever in this Agreement it shall be required or permitted that notice be given or served by either party to this Agreement or on the other, such notice, shall be given or served, and shall not be deemed to have been duly given or served unless in w u g and forwarded by certified or registered mail or nationally recognized overnight courier, addressed to the parties at the addresses set forth above. Either party may change such: address by written notice sent as required in the foregoing sentence. Licensor may also provide notice to Licensee by personally delivering such notice to the Licensed Area. 24. Ass�>nmcn_t__and Subletting: Licensee shall not sell, assign, mortgage, pledge or transfer this License or any interest therein nor sublet all or any part of the License Area, nor license concessions or departments therein, without Licemor's prior written approval, which nay be wit l cld or granted in Licensor's sole and absolute discretion, for any reason or no reason whatsoever. 21 _ Non -Waiver Provision}: The, failure of Licensor to insist upon performance of any of the terms, conditions, and covenants hereof shall not be deemed to be a waivex of any right- or remedies that Licensor may have and shall not be deemed a waiver of any subsequent breach or default in the toms, conditions, and covenants herein contained. 22. Bindit_,A_greement: This Agreement contains all the covenants, promises, agreements, conditions, and understandings between Licensor and Licensee. There are no other, either oral or written, between them other than those set forth in this Agreement This Agreement may not be modified Li any rnanner other than by a written agreement signed by Licensee and Licensor, or any successor, designee, or assigniee of Licensor. The terms, conditions and covenants set forth hercia shall inure to the benefit of and be binding upon Licensee and Licensor, or any successor, designee or assignee of Licensor. 23. -Qonfrdetztiaiiy: Licensee arid fts agents and employees shall keep and hold in strict confidence all of the terms of this Agreement including, but not limited to, the amount and/or manner of payment of fees and all items of additional charges and the formulation; thereof, t1ic use of the License Area, the duration of the license, and all other terms and conditions herein.. of entity -with whom Licensor is -estricted from doing business with under regulations of the Office of Foreign Asset Control C'OFAC') of the Depamxrenr of the Treasurl- Cuiduding, but not limited to, those named on OFAC's Specially Designated and Blocked Persons Lis j or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property andPtol:kiting fratisactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other goverLnnental action tcacc6vely, "OFAC's Regulations") and is not and shall not engage in any dealings or transaction or be otherwise associated Nxith such persons or entities. Licensor hereby represents and wart:trtts to Licensee that Licensor is not, and shall not become, a person or ends vid- ',whom Licensee is restricted from doing business with under OFAC's Regulations and is not and shall not engage is my dealings or transaction or be othemise associated with such persons or entities. 25. Counterpaxts: This Agreement may be executed in multiple cotmterparts, eacb of which, when so executed, shall be deemed an original, all of whicl, shay together constitute one and the same Agreement, shall be binding on the signatories, and the signature of any parry- to any counterpart shall be deemed a signature to, and may be appended to any other counterpart. Photocopies, facsimile signatures, or sii;ilamtes sent z�a portable document format (PDF), shall be deemed as valid as an original. 26. Rider and Exhibits to Agreement: Certain Exhibits and Rider are attached to this Agreement and are hereby made a part hereof.. Anv conflict or inconsistency between the terms of the main body of this Agreement and the terms of the Exhibits or Rider shall be reso.i aed in favor of the terms of the Rider or Exhibits. Ili'WITNESS WHEREOF, the parties have executed this Agreement on the cay- and year first above written, each acknowledging receipt o r gun executed dopy hereof. By Print Name:_ KU/L < e f Date: /2- 2f Re6iscE; 4/18/2014 Project #: 1 10-451 Deal Type: Juhac Per Section 26 of the License Agreement (the "Agreement"), any conflict or inconsistency between the terns of the main body of i0ac Agreement shall be resolved in favor of the terms of the Rider or Exhibits. Addendum to License Agreement between the City of Beaumont and Parkdale Mall 18. The Following Paragraphs of the License Agreement between the City of Beaumont and Park -dale Mall are deleted and are inapplicable: Paragraph 5 (Utilities), Paragraph 12 (Insurance), Paragraph 13 (Indemnity), Paragraph 23 (Confidentiality). The City of Beaumont will provide a letter of self-insurance upon request. 19. Uie minimum fee end date set forth. in Section. 4 will be December 30, 2014. 20. The Liquidated damage.-.p; t _ 21. 1h.e relocation provis> ou in Licensee off r elonativri instead ision ip Paragraph 10 is „deleted and is inapplicable, nlrrtderl so as top ovide 30 days ,add 1 notice. Further: sine Licetasee_}tai 'erades to the cY occuriied.- lea a -d wrtten notice to Cady expended space, Paragraph 14 which will not RT and Rpg lations Licensee shall use and occupy the License Area in a careful, safe and proper manner and shall keep the License Area in a clean and sale condition in accordance with this Licease, local ordinances, and the directions of public officers. Licensee shall comply with all rules, regulations and instructions of Licensor, including, without limitation, the following (1) All signage located in and upon the License Area shall be approved by Licensor prior to installation or placement. All signs, placards, banners, pennants, or other advertising matter shall be prepared in a professional manner and in no event shall be handwritten. Licensee shall display art approved sign depicting its approved trade name- (2) Licensee shall not display merchandise on or outside the boundaries of the Iseensc Area_ The outside areas immediately adjoining the License Area shall be kept dear at all times by Licensee, and Licensee shall not place nor permit any obsU uctions, garbage, refuse, merchandise, or displays, or racks, in such areas. (3) All loading and unloading of goods shall be done only at such times, in the areas, and through the entzanccs designated for that purpose by Licensor. (4) All garbage and refuse shall be kept in the kind of container specified by Licensor, and shall be placed and prepared for collection in the manner and at the times and places specified by Licensor. If Licensor shall provide or designate a service for picking up refuse and garbage, Licensee shall use same at Licensee's cost. Licensee shall pay the cost of removal of any of Licensee's refuse and garbage, and maintain all common loading areas in a clean manner satisfactory to the Licensor. licensee shall use any trash compactor Licensor provides for the general use of Licensee or Licensees in a designated area of the Shopping Center. Notwithstanding the foregoing provision, if Licensee quali(ies as a generator of medic -at u*aste, then Licensee shall be solely responsible for causing compliance urith all federal state axxd..local laws, whether existing nq�c or established in the future .relating in any ay to the storage, i 4 containment treatment; t<ar�sle'r t�rarisperrarian aneC dt�osal ofecgxcal wasteurcluding the use o_ Ilcerisred medie#dl,,te management companies), and sixall Bold Licensor haziness for Licensee's noncornplrarzce or.vitlavons t3iercof 7Fbt<putposes hetet5 medical waste" means any solid segusolld cxr lllquld wasfe;; which is generated in t6e'.dtagnasis; treatment (a,g prozrisiorls of*"`dical services) of imurunization'of human beings or anurlals, i.-1 research pet a=ng thereto, or In the-moductton ct:tesMnQ of biologicals. "Generator" means arry person chi endry whose act or process produces -medical waste as bereinbefore-defined 'l�to loudspeakers, televisions, phonographs pd 1. havers L7 VD p]av err cassette players tailor, lasriirlg Lights, or other devices shall be used u a.bL'an t' r so as to be heard or seen outside of dle Licri 4e Frei% i�To elecrtpnic or cornrnvnication devices shall be used in the License Area"fir fin, connection therewith which interrupt or anti ere W tt3.. f the usr end enjoyment of electronic or communication devices of othc:s,occti?pants of the Shopping Center or of the neigl borliood in which. the Sh jppirig Centeris"located.: (6) Licea ste shall not conduct or permit any 'fire, bankruptcy, relocation lrqdid attors; xeuremez t moving, auction, or "going out of >l business" sale ,(uhethei' icalr fi:cauus} =tit the T icense Area or utslize any uaethscai.method of bu�lixe5s operation_ Licensee shall not use ;. the License Area as a.;clearance putlet 6r*, � ha esale center. > (7) Licensee shall not caret on ally trade or occupation of operate any msawnent or equipment; wfuicll emits u odor or' causes a noise discernible outside of the License Area. (8) Licensee shallnot distribute any handbills or other advertising matter in the Shopping Center or on automobiles parked in the parkutg areas of the Shopping Center. Licensee and Licensee's employees shall not park their cars in those portions of the parking area designated for customer parking by Licensor. If Licensee or Licensee's employees' park in portions of the poicing area designated for customer parldug, Licensor may, in addition to its other remedies, have such cars removed at Licensee's expexue (I0) Licensee and Licensee's employees shall maintain a near and appropriate appearance and dress, and are expected to operate in a dignit:ed, ethical, mannet. ('.1) Licensee shall display its customer sales return policy. (12) Licensee shall not permit loitering at the License Area. (1.3) Licensee shalt furnish Licensor with emergency telephone numbers and a forwarding address. (14) Duc to the lack of on -site storage facilities, acquisition of outside storage shall be Licensee's responsibility. (15) Licensee shall be solely responsible for. policing its location against theft, loss, or damage to its property, and/or merchandise. Under no circumstance shall Licensor be held liable for such theft, loss, or damage. (iG) Licensee shall not haxm the License Area, commit Waste, create nuisance, make any use of the License Arta which is offens_= ui Licensor's sole opinion, nor do any act tending to injure the reputation of the Shopping Center. Licensee shall not make alterations or addiLiow to the License Area, nor permit the making of holes ir_ the walls, partitions, ceilings, or floors, nor permit the painting or placing of exterior signs, placards, or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or on the ilcense Area, without the prior written consent of Licensor which maybe withheld in Licensot's sole. discretion. Licensee shall cacep(v with all lags, ordinacices, orders, and regulations affecting the use or occupancy of the License Area. (17) Licensee shall not violate applicable federal and state laws prohibiting the sale or display of products, which infringe on the trademarks or copyrights of others. In the event Licensee fails to comply with such rules and regulations or any of the other covenants set forth herein after twenty-four (24) iiours' notice from Licensor of this non-compliaoce (which notice may be oral or in writing), then Licensee shall pay to Licensor as additional fees the sum of one hundred dollars ($100.00) for each violation, acceptance of such fees to be without prejudice to any other rig}its or remedies available to Licensor. F,ach day on which a violation occurs or continues shall be a separate violation.