HomeMy WebLinkAboutRES 15-201RESOLUTION NO. 15-201
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., for the 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 29th day of
September, 2015.
qStAtu z
`/IIt% NZY/j
Revised: 4/13/2015
Unit/s:
H-848
Project #: 100-451
Deal Type: Inline
THIS LICENSE AGREEMENT, (the "Agreement', is made this day of _ 20_, by and between
PARKDALE MALL CMBS LLC a Delaware limited liability company by CBL & Associates Management, Inc., its managing agent.
("Licensor) and City of Beaumont having offices at 225 College St. Beaumont, TX 77701, Contact: Kyle Hayes Phone: 409-880-3844
Mobile: E -Mail: ("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 Beaumont TX (The "Shopping Center") located at 6155 Eastex Fwv. Suite #200 Beaumont, TX 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. e
2. Duration: With respect to-each'License.Area; Licensee's rights under thisAgreement, including the payment of Minimum Fees and
Additional Fees, including Percentage Rent; -shall commence on the Start Date hsfed in the Terms Charf'(tfie "Commencement Date"),
and shall end on the End Date, listed in the Terms Chari (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 o',pening will be adjusted, and Licensee"will be billed accordingly.
Terms Chart
Unit ; -
Square.Footage
Start„
H-848
-800.001
10/1/2015
9/30/2016,
3. Use; Trade Name: 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 work etc The premises shall not 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
permitted 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 Licensor's prior written consent.
4. Fees: Licensee shall pay Licensor, without notice, demand, deduction or setoff, at Parkdale Mall CMBS LLC PO Box 74942
Cleveland OH 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:
Minimum Fee(s):
Description Unit Start Date End Date Fee Total Fee
Base Rent L. A. H-848 10/01/2015 09/30/2016 $1.00 1 $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"
6. Damage Deposit: Licensee deposits herewith the sum of $0.00, 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 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 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 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 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 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 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 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. Operating Requirements: The Incense Areas shall remain open: for businessrat all ttmes_designated_.by Licensor. With respect to
each License Area identified in the Ter=ms 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 observe all operating rules and regulations for the Shopping Center
and Licensee's occupancy therein which Licensor may promulgate from-time-to'time, includingibut 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 damagesto7 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, or, 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 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 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, Licensor's costs for
making such repairs, maintenance, or replacements together with Licensor'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 with respect to whom death or bodily injury claims could be asserted against Licensor or Licensee
with Employer's Liability Insurance with limits of not less than One Million Dollars $1,000,000.00 per accident of 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
insurance 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) named 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 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 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 diminish 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 fails 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--c—a' -used, it being understood that
the Licensee will look solely -to its irisuxer for reimbursement:` Licensee shall,not'be liable for'ariy; damage by fire or other peril includable
in the coverage afforded by an All Risk (except for those. terns 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 lis insurer for reimbursement.
13. Indemnity:- With 4,i 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, paxerts, subsidiaries, employees and affiliates
from and against any and all claims, actions, lie`ns;;demands, expenses fees, `fines penalties, suits, proceedings, actions, causes of
action, judgments, loss or injury to property or persons of ang and every kind'tesulting or occurring by reason of the construction, use, or
occupancy of the License Area by L censee,dricluding all dosis- expenses, and reasonable attorney fees. -The -provisions of this section shall
survive the expiration or earlier terminatron. of this License.
14. Relocation: Licensor reserves the right to move, relocate adjust or substitute the License Area in Licensor'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.
1
15. Revocation and Remedies: (a) The License granted by virtue of this Agreement may 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 (b) 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, (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 rights hereunder shall cease and, Licensor may
at its option (1) immediately revoke and terminate 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 cumulative. 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 jury 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 upon Expiration: For each License Area identified in the Terms Chart, upon the Expiration Date 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 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% 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 time, then Licensee's obligations and Licensor's rights in this Section 16 shall apply as to each End Date.
17. Liabili1y 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 any 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 property, 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.bp_law,, Licensee agrees to use,and.occupy the License Area, and to use such
other portions of the Shopping Centex as"Licensee=is herein given 'therightao use, at Licensee's own risk
18. Subordination; Definition c&L'icensor Licensor is or may be a piriy-tP7 certain document's, as amended from time to time, with a
ground lessor, mortgagee or beneficiary of Licensor,i department stores mall tenants, and others. This Agreement is subject and
subordinate to all the provisions in those documents, as amended fronfiinie to `time. The .terni "Licensor" means only the owner, or
mortgagee in possession for -the time being of the building in which the License Area is located orthe owner of a leasehold interest in said
building and/or the lan& thereunder so that in the event of -sale of -said building and/or `_'`assignment of this Agreement by Licensor',
and/or a demise of said,,buildiing 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 agreemenY_between the parties and' such purclaser(s), assignee(s), or lessee(s) that the
purchaser, assignee, or lessee -has assumed an"d agreed to observe and ,perform all obligations of Licensor -hereunder. Furthermore, it is
specifically understood and agreed that Licenser's. rights,µprivileges, :duties; and'obligations may be administered by Licensor's designee,
including, but not limited to, Liceinsor-'s=agent; an&ihat 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 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 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 any 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. Confid_�ntiality: 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 to 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 entities. 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 OFAC's Regulations and is not 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 shall together constitute one and the same Agreement, shall be binding on the signatories, and the signature of any
party to any counterpart shall be deemed a signature to, and may be appended to any other counterpart. Photocopies, facsimile signatures,
or signatures sent via 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.
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 WHEREOF, the parties have executed this Agreement on the day and year first above written, each acknowledging receipt
of an executed copy hereof.
LICENSEE:
City of Beaumont
By:
Print Name:
Its:
RIDER TO LICENSE AGREEMENT
Revised: 4/13/2015
Project #: 100-451
Deal Type: Inline
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, 2015.
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;'sincd 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 relocatron" of Licensee will be to a comparable
Exhibit B
Rules and Regulations
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 shall 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 management
companies), and shall hold Licensor harmless for Licensee's, noncompliance or violations. thereof. For purposes hereof, "medical waste"
means any solid, semisolid ox 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;thexeto; or in".the production,' or testing of biologicals. "Generator"
means any person or enttty_whose-actor process pxoduces:medical waste ashereinbefore defined.
(5) No loudspeakers, televisions, phonographs, cd players DVD -players; cassette players, radios, flashing lights, or other devices shall
F.be used in a manner sq.aslto .be heard or seen outside of the. License Area:' No electronic' or communication 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 Shopping Center is located.
(G) Licensee shall nottconductor permit any:'fire, bankruptcy, -relocation liquidation, retirement;. moving, -auction, or "going out of
business" sale (whether real or fictitious) iii -the License Area; or,udlize,any unethicatnieth'&of business -operation. -Licensee shall not use
the License Area as a clearance, ouilet 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.
(12) Licensee shall not permit loitering at the License Area.
(13) Licensee shall furnish Licensor with emergency telephone numbers and a forwarding 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, nor permit the making 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.
(18) Smoking, including "vaping and the use of electronic cigarettes, and the use of tobacco products are only permitted in designated
areas of the Shopping Center, and are specifically prohibited in the common areas (except for any areas specially designated for smoking,
vaping and use of tobacco), tenant spaces, and enclosed portions of the Shopping Center.
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 be without prejudice to any other
rights or remedies available to Licensor. Each day on which a violation occurs or continues shall be a separate violation.
T.'"dw Loaso Placs%PULPI cfv dwg, 3252005 8:0835 AM,1:3.57451
,cases wcus� +ic wwnu ar+iw uc o n,wa ua avry
PARKDALE MALL
u:z i `�.c°°0R r.x a ii°c,rmm res.:, <mmua rocs .xo
BEAUMONT. TEXAS i a wm s �awc ucrosc res ca, com ..,o ssm a w rcc cma.orns, EXHIBIT 'A°
,cs w,u ra cawamm .: r.s, s na ,c..xn rso.E-