MMD2003-00018 ERIOJ'\E
2S) SQRIVI'I'IIg
BT000 COOZUJAJJAt
November 18, 2003 CITY OF TIGARD
OREGON
Billiards& More
Attn: Casey Lebold
1990 Noble Fir Lane S.
Salem, OR 97306
Dear Mr. Lebold:
This letter is in response to your request for Minor Modification (MMD2003-00018) approval to operate a
retail establishment in the Les Schwab building located at 9385 SW Greenburg Road. The site is described
as WCTM 1 S126CA tax lot 00300.
The Tigard Community Development Code, Site Development Review Section, states; "if the requested
modification meets any of the major modification criteria, that the request shall be reviewed as a new Site
Development Review application."
The original building was approved and constructed under a 1993 Site Development Review (SDR 93-
00025), and modified in 2000 (MMD2000-00012) to relocate the sidewalk, detention pond, and modify the
parking lot to accommodate the move.
Section 18.330.020.B.2 states that the Director shall determine that a major modification(s) has resulted if
one (1) or more of the changes listed below have been proposed:
1. An increase in dwelling unit density or lot coverage for residential development. The
proposal does not involve residential property. Therefore, this standard does not apply.
2. A change in the ratio or number of different types of dwelling units. This criterion is not
applicable, as this request does not involve a residential development.
3. A change that requires additional on-site parking in accordance with Chapter 18.765. The
site currently has 119 spaces available for parking. According to the information and site plan
provided, the applicant has ample parking to accommodate the proposed Billiards Store. In fact,
the building is 25,000 square feet, and would only require 88 parking spaces. Les Schwab
requires 3.3 spaces per 1,000 square feet of space. At a size of 20,000 square feet of repair-
oriented commercial, Les Schwab requires 66 spaces. The Billiards store would require 3.7
spaces per 1,000 square feet of space. At a size of 5,000 square feet Billiards & More requires
22 parking spaces. No additional on-site parking is required by this proposal.
4. A change in the type of commercial or industrial structures as defined by the Uniform
Building Code. No change in the structural occupancy type of the building is proposed.
Therefore, this criterion is not applicable.
5. An increase in the height of the building(s) by more than 20 percent. The building height will
not be increased as a result of this proposal.
13125 SW Hall Blvd., Tigard, OR 97223(503)639-4171 TDD(503)684-2772 '.!. •
6. A change in the type and location of accessways and parking areas where off-site traffic
would be affected. This request will not require a change in accessways or parking areas where
off-site traffic would be affected. Therefore, this criterion does not apply.
7. An increase in vehicular traffic to and from the site and the increase can be expected to
exceed 100 vehicles per day. This modification is not expected to generate anymore vehicular
trips than what was already occurring when the video rental store was in operation. Therefore,
this criterion is satisfied.
8. An increase in the floor areas proposed for a non-residential use by more than ten percent
excluding expansions under 5,000 square feet. There is no increase in floor areas proposed
for this development. This standard is not applicable.
9. A reduction in the area reserved for common open space and/or usable open space that
reduces the open space area below the minimum required by the code or reduces the
open space areas by more than ten percent. The modification will not affect landscaping or
open space.
10. A reduction of project amenities (recreational facilities, screening; and/or, landscaping
provisions) below the minimum established by the code or by more than ten percent
where specified in the site plan. The addition will not reduce project amenities.
11. A modification to the conditions imposed at the time of Site Development Review approval
that is not the subject of criteria (B). 1 through 10 above. The modification will not impact any
of the conditions of approval of SDR93-00025.
THIS REQUEST HAS BEEN APPROVED SUBJECT TO THE FOLLOWING CONDITION AND THE
AFOREMENTIONED FINDINGS. PLEASE SUBMIT A COPY OF THIS LETTER WITH YOUR
PROPOSED MODIFICATIONS TO THE BUILDING DEPARTMENT.
This request is determined to be a minor modification to an existing site. The Director's designee has
determined that the proposed minor modification of this existing site will continue to promote the general
welfare of the City and will not be significantly detrimental, nor injurious to surrounding properties provided
that, development which occurs after this decision complies with all applicable local, state, and federal laws.
If you need additional information or have any questions, please feel free to call me at
(503)639-4171 ext. 2434.
Sincerely,
Brad Kilby, AICP
Associate Planner
c: 2003 Planning Correspondence file
SDR 93-00025 Land use file (microfilmed)
Page 2 of 2
APPLICANT
MATERIALS
311NOR MODIFICA ION
AO A i� TYPE I APPLICATION
CITY OF TIGARD 13125 SW Hall Blvd., Tigard, OR 97223 (503) 639-4171 FAX: (503) 684-7297
GENERAL INFORMATION / /I
Property Address/Location(s): "///��39 SU✓ 6feerlOH/, Q .
---F;3.„42 972 Z3
Tax Map & Tax Lot#(s): J.510,(c) CA (>300 FOR STAFF USE ONLY
Site Size: Case No.(s): O M° .r:)-011 —CIO t g
Applicant*: G-asay L eSo i Q 108A Q;II%aicQs 4'10ve Other Case No.(s):
Address: ja'r0 Aiob(L , c L,.e S Receipt No.: a00-5 —5-DI 7
City/State: 54/v, ' 0R- Zip: 97306 Application Accepted By: C- C
Primary Contact:
Date: 1/ — / 7 —0 3
Phone: 503-31-Z680/503-245.2/00 ax:
Property Owner/Deed Holder(s)*: (Attach list if more than one) Date Determined Complete:
Le-5 cc wgb T.'ic sto✓cs
Address: `1S85 Sw Cree" 6c.r.) Rd1 Phone: SYk`116'SZ3$ Rev.2/28/2003 i:\curpin\masters\revised\minormod.mst
City/State: T,Saidt oR 8a Zip: y7ZZ3 F` ' 341b-.1 '1
moan wQQtess- P.D. 80qr b6-7 97751
Wher1 the owner and the applicant are different people, the applicant REQUIRED SUBMITTAL ELEMENTS
must be the purchaser of record or a lessee in possession with written (Note: applications will not be accepted
authorization from the owner or an agent of the owner. The owner(s) without the required submittal elements)
must sign this application in the space provided on the back of this
form or submit a written authorization with this application.
Er PROPOSAL SUMMARY Application Form
The owners of record of the subject property request permission for a Q Owner's Signature/Written Authorization
Minor Modification. To review a modification as a Minor Title Transfer Instrument or Deed
Modification, the Director must first find that the expansion does not
invoke one or more of the 11 criteria discussed within Section Emil' Site Development Plan (3 copies)
18.120.070(B) of the Tigard Development Code. If the modification
exceeds the maximum allowed under any one or more of the ❑ Site/Plot Plan (reduced 81/2'x 11")
following criteria, a Major Modification review is required. Major
Modifications are processed in the same manner as a new Site Et Applicant's Statement (3 copies)
Development Review. In a separate letter, please address the (Addressing Criteria Under Section 18.360.050(B)
criteria below contained in Section 18.360.050(B) including a detailed ❑ Filing Fee $446.00
response to each criteria.
1. An Increase in dwelling unit density or lot coverage for residential development. Jurisdiction: ❑ City ❑ Urb
2. A change in the ratio or number of different types of dwelling units.
3. A change that requires additional on-site parking in accordance with Chapter 18.765. In addition, the Director must find that the
4. A change in the type of commercial or industrial structures as defined by the Uniform proposed change complies with the underlying
Building Code. standards of the applicable zoning district. To
5. An increase in the height of the building(s)by more than 20%. complete this review, the Applicant's proposal
6. A change in the type and location of accessways and parking areas where off-site must include a discussion indicating how the
traffic would be affected. site expansion will continue to comply with the
7. An increase in vehicular traffic to and from the site and increase can be expected to minimum setback, building height, parking land
exceed 100 vehicles per day. landscaping standards. Other applicable
8. An increase in the floor area proposed for a non-residential use by more than 10% requirements such as minimum Clear Vision
excluding expansions under 5,000 square feet. areas near driveways and street intersections
9. A reduction in the area reserved for common open space and/or usable open space may also be applicable depending on where
that reduces the open space area below the minimum required by this code or the building expansion is proposed to be
reduces the open space area by more than ten percent. constructed on the site.
10. A reduction of project amenities (recreational facilities, screening, and/or, landscaping
provisions) below the minimum established by this code or by more than 10% where
specified in the site plan.
11. A modification to the conditions imposed at the time of Site Development Review
approval that are not the subject of Criteria 1 through 10 above.
S
APPLICANTS:
To consider an application complete, you will need to submit ALL of the REQUIRED SUBMITTAL ELEMENTS as
described on the front of this application in the"Required Submittal Elements" box.
(Detailed Submittal Requirement Information sheets can be obtained, upon request,for all types of Land Use Applications.)
THE APPLICANT(S) SHALL CERTIFY THAT:
• The above request does not violate any deed restrictions that may be attached to or imposed upon the subject
property.
♦ If the application is granted, the applicant will exercise the rights granted in accordance with the terms and subject to all
the conditions and limitations of the approval.
♦ All of the above statements and the statements in the plot plan, attachments, and exhibits transmitted herewith, are true;
and the applicants so acknowledge that any permit issued, based on this application, and may be revoked if it is found
that any such statements are false.
• The applicant has read the entire contents of the application, including the policies and criteria, and understands the
requirements for approving or denying the application.
SIGNATURES of each owner of the subject property.
DATED this I Z t day of WO e h-, 20 03
1
Owner's Sig Sig e Owner's Signature
Owner's Signature Owner's Signature
At' CITY OF TIGARD 11/17/2003
13125 SW Hall Blvd. 2:19:3IPM
1. Tigard,Oregon 9 72 23
AS I I (503)63 9-417 1
Receipt #: 27200300000000005017
Date: 11/17/2003
Line Items:
Case No Tran Code Description Revenue Account No Amount Paid
MMD2003-00018 [LANDUS] Minor Modification 100-0000-438000 446.00
Line Item Total: $446.00
Payments:
Method Payer User ID Acct./Check Approval No. How Received Amount P
Check BILLIARDS&MORE CAC 65(1I In Person 44 .
Payment Total: $446.00
II III
Request for Minor Modification.
Type 1 Application.
City of Tigard
13125 SW Hall Blvd.
Tigard OR 97223
503-639-4171
503-684-7297 fax
I am applying to place my business within the Les Schwab tire store at 9385 SW
Greenburg Rd. My Business, Billiards & More, will be a retail store selling home
recreation equipment. It requires no modifications to the site other than finishing
interior space and signage. My business will not invoke any of the 11 criteria
listed in section 18.120.070. B of the development code.
The space I will be occupying was constructed as addition retail space to be leased
when this property was built by Les Schwab.
I believe you had made copies of all of the documentation you needed when I was
in your office last week. If you have any needs for additional documentation
please let me know promptly. I am hoping to occupy this building before months
end. If I can do anything to help speed this process please don't hesitate to call me.
Thank you, all help will be greatly appreciated.
Sincerely,
Casey Lebold
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Retail Lease Sy/-y f 6 523Z.
1. PARTIES. 511( - 10"12l V4 1
This Lease, dated as of this day of September 2003, is made by and between SFP-B Limited Partnership
("Landlord")and CASEY LEBOLD DBA BILLIARDS&MORE ("Tenant").
2. LEASE OF PREMISES.
(a) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises shown on
Exhibit"A"and further described in Section 3(i).
(b) This Lease is subject to the terms, covenants and conditions herein set forth and each party covenants as
a material part of the consideration for this Lease to keep and perform each and all of its terms, covenants
and conditions.
3. DEFINITIONS.
As used in this Lease, the following terms have the following meanings: •
(a) Broker(s)
Landlord's Broker: CB RICHARD ELLIS,INC.
Tenant's Broker: Bluestone&Hockley
Landlord's Broker has disclosed to Landlord and Tenant that Landlord's Broker is acting in this
transaction as the agent of Landlord,exclusively.
(b) Annual Rental Increase: Rent shall Increase as follows:
YEAR 2: $5,500/MONTH
YEARS 3-5: $6,000/MONTH
(c) Landlord's Mailing Address: Les Schwab Tire Centers c%Bonnie McCoy at P.O. Box 667, Prineville,
OR 97754 Telephone number(541)416-5515, facsimile number(541)416-5454
(d) Lease Term: The Lease Term shall commence as of the Lease Term Commencement Date and shall
continue thereafter for a period of (5) years and No(-0-) months. Tenant may extend the Lease
Term for two(2) additional periods of five(5)years each pursuant to the terms set forth in Exhibit"C".
(e) Lease Term Commencement Date: The lease term shall commence Sixty(60)days after substantial
completion of Landlord's Work in the Premises (as defined in Exhibit "B" to the Lease). The date of
such substantial completion is the date the Premises are substantially complete as to Landlord's Work,
except for such work that Landlord cannot complete until Tenant performs necessary portions of Tenant's
Work (as defined in Exhibit "B"). Substantial completion of Landlord's Work shall be evidenced by
notice to Tenant from Landlord's architect or designated representative that substantial completion has
occurred. Tenant shall commence Tenant's Work promptly upon substantial completion of Landlord's
Work and shall diligently completed Tenant's Work so that Tenant can promptly open for business in the
Premises.
(f) Minimum Rent: FIVE THOUSAND AND N0/100 DOLLARS ($5,000.00) per month, to be adjusted as
provided in Section 3(b)above.
(g) Premises: That portion of the Shopping Center containing approximately FIVE THOUSAND AND EIGHTY-
THREE(5,083) square feet of floor area, shown by diagonal lines on Exhibit"A".
(h) Rental Adjustment Date: The first day of the thirteenth calendar month following the Lease Term
Commencement Date ("First Rental Adjustment Date") and TWELVE(12) months thereafter as described
in Section 3(b)above.
(i) Security Deposit(Section 5): FIVE THOUSAND AND NO/100 DOLLARS($5,000.00) .
Fomi No.6226 Rev.6/93 1 f:\cue ball\cue ball lease-2 revised.doc
(j) Premises: That portion of the building of which the retail space is a part and improvements on the real
property("Property") located at 9385 SW GREENBURG RD., TIGARD, OREGON and further described on
Exhibit"A".
(k) Tenant's Mailing Address: BILLIARDS&MORE,1990 NOBLE FIR LANESOUTH,SALEM, OR 97306.
(1) Use: Tenant shall use the Premises for retail billard table sales.
4. MINIMUM RENT.
(a) Tenant agrees to pay to Landlord the Minimum Rent, without notice or demand, in advance, on or before
the first day of each and every successive calendar month during the Lease Term, commencing on the
Lease Term Commencement Date, except the first month's rent shall be paid upon the execution hereof.
(b) Rent for any period which is for less than one (1) month shall be a prorated portion of the monthly
installment herein based upon a thirty (30) day month. All rental shall be paid to Landlord, without
deduction or offset, in lawful money of the United States of America and at such place as Landlord may
from time to time designate in writing.
(c) The Minimum Rent set forth at Section 3(f) shall be adjusted commencing on the First Rental
Adjustment Date and thereafter as set forth in Section 3(b).
5. KICKOUT.
Tenant shall have the one-time right to terminate this Lease at the 30th month from the commencement date
hereof. Such right shall be exercised with not less than six (6) months prior written notice to Landlord
accompanied by a payment in an amount equal to the rent which would other wise be payable for the two (2)
months immediately following such termination as a payment for the exercise of such right to terminate this
Lease. Prior to and to effect such termination, Tenant shall reimburse Landlord for all unamortized brokerage
commissions which Landlord has incurred in connection with this Lease. Failure of Tenant to make payment of
such amounts or of any rent which becomes due prior to the date on which Tenant seeks to terminate this Lease
shall nullify Tenant's notice of termination and this Lease shall continue in force and effect the same as if Tenant
had not elected to terminate this Lease or given Landlord notice of such intended termination.
6. USES PROHIBITED.
Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein
which is not within the permitted use of the Premises which will in any way increase the existing rate of or affect
any fire or other insurance upon the Shopping Center or any of its contents, or cause a cancellation of any
insurance policy covering the Shopping Center or any part thereof or any of its contents. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of
other tenants or occupants of the Shopping Center or injure or annoy them or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose; nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises. Tenant shall not commit or allow to be committed any waste in or
upon the Premises.
7. COMPLIANCE WITH LAW.
Tenant shall not use the Premises, or permit anything to be done in or about the Premises, which will in any way
conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter
be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes,
ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force
and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted
relating to or affecting the condition, use or occupancy of the Premises, excluding structural changes not related
to or affected by Tenant's improvements or acts. The judgment of any court of competent jurisdiction or the
admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has
violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that
fact as between Landlord and Tenant.
Form No.6226 Rev.6/93 2 f:\cue ball\cue ball lease-2 revised.doc
8. ALTERATIONS AND ADDITIONS.
Tenant shall not make or allow to be made any alterations, additions or improvements to or of the Premises or
any part thereof without first obtaining the written consent of Landlord. Any alterations, additions or
improvements to or of said Premises, including, but not limited to wall covering, paneling and built-in cabinet
work, but excepting movable furniture and trade fixtures, shall at once become a part of the realty and belong to
Landlord and shall be surrendered with the Premises. In the event Landlord consents to the making of any
alterations, additions or improvements to the Premises by Tenant, the same shall be made by Tenant at Tenant's
sole cost and expense, in a good and workmanlike manner in accordance with all applicable laws (including laws
relating to the use of hazardous materials such as asbestos-containing materials) and diligently completed. Upon
the expiration or sooner termination of the Lease Term, Tenant shall,upon written demand by Landlord, given at
least thirty (30) days prior to the end of the Lease Term, at Tenant's sole cost and expense, forthwith and with all
due diligence,remove any alterations, additions, or improvements made by Tenant, designated by Landlord to be
removed, and Tenant shall, forthwith and with all due diligence, at its sole cost and expense, repair any damage
to the Premises caused by such removal.
9. REPAIRS.
(a) By entry hereunder, Tenant shall be deemed to have accepted the Premises as being in good, sanitary
order, condition and repair. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every
part thereof in good condition and repair (except as hereinafter provided with respect to Landlord's
obligations) including without limitation, the maintenance, replacement and repair of any storefront,
doors, window casements, glazing, plumbing, pipes, electrical wiring and lighting fixtures and conduits,
heating and air conditioning system (when there is an air conditioning system), provided that in no
manner shall Tenant change the colors or materials of the building exterior without the prior written
permission of Landlord, which approval may be withheld in Landlord's sole discretion. Tenant shall,
upon the expiration or sooner termination of this Lease, surrender the Premises to Landlord in good
condition,broom clean, ordinary wear and tear and damage from causes beyond the reasonable control of
Tenant excepted. Any damage to adjacent premises caused by Tenant's use of the Premises shall be
repaired at the sole cost and expense of Tenant.
(b) Notwithstanding any other provision hereof, Landlord at its expense shall maintain and repair the
structural portions of the Shopping Center, including the exterior walls and the structural portions of the
roof, unless such maintenance and repair are caused in part or in whole by the act, neglect, fault or
omission of any duty by the Tenant, its agents, servants, employees, invitees, or any damage caused by
breaking and entering, in which case Tenant shall pay to Landlord the actual cost of such maintenance
and repairs. Landlord shall not be liable for any failure to make such repairs or to perform any
maintenance unless such failure shall persist for an unreasonable time after written notice of the need of
such repairs or maintenance is given to Landlord by Tenant. Except as provided in Section 25 hereof,
there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference
with Tenant's business arising from the making of any repairs, alterations or improvements in or to any
portion of the Shopping Center or the Premises or in or to fixtures, appurtenances and equipment therein.
Tenant waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or
hereafter in effect.
10. LIENS.
Tenant shall keep the Premises and the property in which the Premises are situated free from any liens arising out
of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Landlord may
require, at Landlord's sole option, that Tenant shall provide to Landlord, at Tenant's sole cost and expense, a lien
and completion bond in an amount equal to one and one-half (1-1/2) times the estimated cost of any
improvements, additions, repairs or alterations in the Premises which Tenant desires to make, to insure Landlord
against any liability for mechanics'and materialmen's liens and to insure completion of the work.
11. ASSIGNMENT AND SUBLETTING.
Form No.6226 Rev.6/93 3 f:lcue ball\cue ball lease-2 revised.doc
Tenant shall not either voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or
encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or
privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant
excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of
Landlord, which consent shall not be unreasonably withheld. A consent to one assignment, subletting,
occupation or use by any other person shall not be deemed to be a consent to any other assignment, subletting,
occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve
Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void,
and shall, at the option of Landlord, constitute a default under the terms of this Lease. In the event that Landlord
shall consent to a sublease or assignment hereunder, Tenant shall pay Landlord reasonable fees, not to exceed
Five Hundred and No/100ths Dollars ($500.00), incurred in connection with the processing of documents
necessary to giving of such consent.
12. HOLD HARMLESS.
(a) Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from
Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other
things done, permitted or suffered by Tenant in or about the Premises, and shall further indemnify and
hold harmless Landlord against and from any and all claims arising from any breach or default in the
performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising
from any act or negligence of Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and
from all costs, attorneys' fees, and liabilities incurred in or about the defense of any such claim or any
action or proceeding brought thereon. If any action or proceeding be brought against Landlord by reason
of such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel
reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to property or injury to persons in, upon or about the Premises, from any
cause other than Landlord's negligence; and Tenant hereby waives all claim in respect thereof against
Landlord. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
b) Landlord or its agents shall not be liable for any loss or damage to persons or property resulting from
fire, explosion, failing plaster, steam, gas, electricity, water or rain which may leak from any part of the
Shopping Center or from the pipes, appliances or plumbing works therein or from the roof, street or
subsurface or from any other place resulting from dampness or any other cause whatsoever, unless
caused by or due to the negligence of Landlord, its agents, servants or employees. Landlord or its agents
shall not be liable for interference with the light, air, or for any latent defect in the Premises.
13. SUBROGATION.
As long as their respective insurers so permit, Landlord and Tenant hereby mutually waive their respective rights
of recovery against each other for any loss insured by fire, extended coverage and other property insurance
policies existing for the benefit of the respective parties. Each party shall apply to their insurers to obtain said
waivers. Each party shall obtain any special endorsements, if required by their insurer to evidence compliance
with the aforementioned waiver.
14. LIABILITY INSURANCE.
Tenant shall, at Tenant's expense, obtain and keep in force during the Lease Term a policy of commercial general
liability insurance (sometimes known as comprehensive public liability insurance) insuring Landlord and Tenant
(and, if requested by Landlord, Landlord's lender and property manager) against any liability for bodily injury,
property damage (including loss of use of property) and personal injury arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be in the
amount of not less than $1,000,000 per occurrence. The limit of any such insurance shall not, however, limit the
liability of Tenant hereunder. Tenant may provide this insurance under a blanket policy, provided that said
insurance shall have a Landlord's protective liability endorsement attached thereto. If Tenant shall fail to procure
and maintain said insurance, Landlord may, but shall not be required to, procure and maintain same, but at the
expense of Tenant. Insurance required hereunder shall be in companies rated A:XII or better as set forth in the
Form No.6226 Rev.6/93 4 f:kue ball\cue ball lease-2 revised.doc
most current "Best's Key Rating Guide". Tenant shall deliver to Landlord, prior to right of entry, copies of
policies of liability insurance required herein or certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Landlord. No policy shall be cancellable or subject to
reduction of coverage. All such policies shall be written as primary policies not contributing with and not in
excess of coverage which Landlord may carry.
15. UTILITIES.
Tenant shall pay for all water, gas, heat, light,power, sewer charges, telephone service and all other services and
utilities supplied to the Premises, together with any taxes thereon. If any such services are not separately metered
to Tenant, Tenant shall pay a reasonable proportion to be determined by Landlord of all charges jointly metered
with other premises.
16. PERSONAL PROPERTY TAXES.
Tenant shall pay, or cause to be paid, before delinquency any and all taxes levied or assessed and which become
payable during the Lease Term upon all of Tenant's leasehold improvements, equipment, furniture, fixtures and
any other personal property located in the Premises. In the event any or all of Tenant's leasehold improvements,
equipment, furniture, fixtures and other personal property shall be assessed and taxed with the real property,
Tenant shall pay to Landlord its share of such taxes within ten(10) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes applicable to Tenant's property.
17. RULES AND REGULATIONS.
Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time
promulgate and/or modify. The rules and regulations shall be binding upon Tenant upon delivery of a copy of
them to Tenant. Landlord shall not be responsible to Tenant for the nonperformance of any said rules and
regulations by any other tenants or occupants.
18. HOLDING OVER.
If Tenant remains in possession of the Premises or any part thereof after the expiration of the Lease Term with
the express written consent of Landlord, such occupancy shall be a tenancy from month to month at a rental in
the amount of 125% of the last monthly Minimum Rent, plus all other charges payable hereunder, and upon all
the terms hereof applicable to a month to month tenancy.
19. ENTRY BY LANDLORD.
Landlord reserves, and shall at any and all times during business hours have, the right to enter the Premises to
inspect the same, to submit said Premises to prospective purchasers or tenants, to post notices of
non-responsibility, to repair the Premises and any portion of the Shopping Center of which the Premises are a
part that Landlord may deem necessary or desirable, without abatement of rent, and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the character of the work to be
performed, always providing that the entrance to the Premises shall not be unreasonably blocked thereby, and
further providing that the business of Tenant shall not be interfered with unreasonably. Tenant hereby waives
any claim for damages or for any injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. Landlord at any and all
times shall have the right to use any and all means which Landlord may deem proper to open said doors in an
emergency, in order to obtain entry to the Premises without liability to Tenant except for any failure to exercise
due care for Tenant's property and any entry to the Premises obtained by Landlord by any of said means, or
otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a
detainer of,the Premises,or an eviction of Tenant from the Premises or any portion thereof.
20. TENANT'S DEFAULT.
The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by
Tenant.
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(a) The vacating or abandonment of the Premises by Tenant.
(b) The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant
hereunder, as and when due.
(c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease
to be observed or performed by Tenant, other than described in (b), above, where such failure shall
continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided,
however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure
within said thirty(30) day period and thereafter diligently prosecutes such cure to completion.
(d) The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or
the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or
reorganization or arrangement under any law relating to bankruptcy(unless, in the case of a petition filed
against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a
receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant 'within thirty (30) days; or the
attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30)
days.
21. REMEDIES UPON TENANT'S DEFAULT.
In the event of any such default or breach by Tenant, Landlord may at any time thereafter, in its sole discretion,
with or without notice or demand and without limiting Landlord in the exercise of a right or remedy which
Landlord may have by reason of such default or breach:
(a) Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease
shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such
event, Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default including,but not limited to, the cost of recovering possession of the Premises; expenses
of reletting, including necessary renovation and alteration of the Premises; reasonable attorneys' fees; the
worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid
rent and other charges and Adjustments called for herein for the balance of the Lease Term after the time
of such award exceeds the amount of such loss for the same period that Tenant proves could be
reasonably avoided; and that portion of any leasing commission paid by Landlord and applicable to the
unexpired term of this Lease. Unpaid installments of rent or other sums shall bear interest from the date
due at the maximum legal rate; or
(b) Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not
Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all of
Landlord's rights and remedies under this Lease, including the right to recover the rent and any other
charges and Adjustments as may become due hereunder; or
(c) Pursue any other remedy or combination of remedies now or hereafter available to Landlord under the
laws or judicial decisions of the State in which the Premises are located.
22. DEFAULT BY LANDLORD.
Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a
reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the
holder of any first mortgage or deed of trust covering the Premises whose name and address shall have
theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such
obligation. If the nature of Landlord's obligation is such that more than thirty (30) days are required for
performance then Landlord shall not be in default if Landlord commences performance within such thirty (30)
day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to
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terminate this Lease as a result of Landlord's default and Tenant's remedies shall be limited to damages and/or an
injunction.
23. RECONSTRUCTION.
(a) In the event the Premises are damaged by fire or other perils covered by extended coverage insurance,
Landlord agrees to forthwith repair same, and this Lease shall remain in full force and effect, except that
Tenant shall be entitled to a proportionate reduction of the Minimum Rent from the date of damage and
while such repairs are being made, such proportionate reduction to be based upon the extent to which the
damage and making of such repairs shall reasonably interfere with the business carried on by Tenant in
the Premises. If the damage is due to the fault or neglect of Tenant or its employees, there shall be no
abatement of rent.
(b) In the event the Premises are damaged to any extent as a result of any cause other than the perils covered
by fire and extended coverage insurance, Landlord shall have the option: (1) to repair, reconstruct or
restore the Premises, in which event this Lease shall continue in full force and effect but the Minimum
Rent shall be proportionately reduced as hereinabove provided in this Section during the period of such
repair, reconstruction or restoration; or (2) to give notice to Tenant at any time within sixty (60) days
after such damage, terminating this Lease as of the date specified in such notice, which date shall be no
more than thirty (30) days after the giving of such notice. In the event of giving such notice, this Lease
shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such
notice and the Minimum Rent, reduced by a proportionate reduction, based upon the extent, if any, to
which such damage interfered with the business carried on by Tenant in the Premises, shall be paid up to
date of said such termination.
(c) Anything to the contrary contained in this Section 25 notwithstanding, Landlord shall not have any
obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any
casualty covered under this Section occurs during the last twenty-four months of the Lease Term or any
extension thereof.
(d) Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any
repairs or replacements of any leasehold improvements,fixtures, or other personal property of Tenant.
24. EMINENT DOMAIN.
If more than twenty-five percent (25%) of the Premises shall be taken or appropriated by any public or quasi-
public authority under the power of eminent domain, either party hereto shall have the right, at its option, within
sixty(60) days after said taking,to terminate this Lease upon thirty(30) days written notice. If either less than or
more than 25% of the Premises are taken(and neither party elects to terminate as herein provided), the Minimum
Rent thereafter to be paid shall be equitably reduced. If any part of the Shopping Center other than the Premises
may be so taken or appropriated, Landlord shall with in sixty(60) days of said taking have the right at its option
to terminate this Lease upon written notice to Tenant. In the event of any taking or appropriation whatsoever,
Landlord shall be entitled to any and all awards and/or settlements which maybe given on account of the
reduction in the value of the leasehold, the taking of the fee or otherwise and Tenant shall have no claim against
Landlord for the value of any unexpired portion of the Lease Term.
25. PARKING AND COMMON AREAS.
(a) Landlord covenants that parking areas of the Property as shown on the attached Exhibit "A" shall be at
all times available for the non-exclusive use of Tenant during the full Lease Term or any extension
thereof, provided that the condemnation or other taking by any public authority, or sale in lieu of
condemnation, of any or all of such parking areas shall not constitute a violation of this covenant.
Landlord reserves the right to change the entrances, exits, traffic lanes and the boundaries and locations
of such parking areas, provided, however, that anything to the contrary contained in this Section
notwithstanding, said areas shall at all times be substantially equal or equivalent to that shown on the
attached Exhibit"A".
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(b) Tenant, for the use and benefit of Tenant, its agents, employees, customers, licensees and sub-tenants,
shall have the non-exclusive right in common with Landlord, and other present and future owners,
tenants and their agents, employees, customers, licensees and sub-tenants, to use said Parking areas
during the entire Lease Term,or any extension thereof, for ingress and egress, and automobile parking.
(c) Tenant, in the use of said Parking areas, agrees to comply with such reasonable rules, regulations and
charges for parking as Landlord may adopt from time to time for the orderly and proper operation of said
Parking areas. Such rules may include but shall not be limited to the following: (1) the restricting of
employee parking to a limited, designated area or areas; and (2) the regulation of the removal, storage
and disposal of Tenant's refuse and other rubbish at the sole cost and expense of Tenant.
26. SIGNS.
Tenant may affix and maintain upon the glass panes and supports of the show windows and within twelve (12)
inches of any window and upon the exterior walls of the Premises only such signs, advertising placards, names,
insignia, trademarks and descriptive material as shall have first received the written approval of Landlord as to
type, size, color, location, copy nature and display qualities. Anything to the contrary in this Lease
notwithstanding, Tenant shall not affix any sign to the roof. Tenant shall, however, erect two signs on the front
of the Premises and on the side facing the mall not later than the date Tenant opens for business. The design of
such sign shall be prepared by Tenant in accordance with reasonable requirements of Landlord and any
applicable covenants and restrictions for the Washington Square business area and shall be subject to the
approval of Landlord. Notwithstanding the foregoing, any Tenant sign must comply with all applicable
governmental regulations and Landlord's approval of a sign shall not be deemed in any manner to be a review of
such sign for compliance with such terms. If Tenant is able to secure the necessary approvals, Tenant may also
place a sign on Landlord's sign pole generally as shown on Exhibit "A," provided that Tenant shall solely be
responsible for all costs of constructing, installing, and maintaining such sign. Tenant may have the option of
placing a burm sign in the planting area along Greenburg Road, assuming that tenant can obtain the necessary
permits from the governing authority.
27. DISPLAYS.
Tenant may not display or sell merchandise or allow grocery carts or other similar devices within the control of
Tenant to be stored or to remain outside the defined exterior walls and permanent doorways of the Premises.
Tenant further agrees not to install any exterior lighting, amplifiers or similar devices or use in or about the
Premises any advertising medium which may be heard or seen outside the Premises, such as flashing lights,
searchlights,loudspeakers,phonographs or radio broadcasts.
28. AUCTIONS.
Tenant shall not conduct or permit to be conducted any sale by auction in, upon or from the Premises whether
said auction be voluntary, involuntary,pursuant to any assignment for the payment of creditors or pursuant to any
bankruptcy or other insolvency proceeding.
29. HOURS OF BUSINESS.
(a) Subject to the provisions of Section 25 hereof, Tenant shall continuously during the entire Lease Term
conduct and carry on Tenant's business in the Premises and shall keep the Premises open for business and
cause Tenant's business to be conducted therein during the usual business hours of each and every
business day as is customary for businesses of like character in the city in which the Premises are located
to be open for business; provided, however, that this provision shall not apply if the Premises should be
closed and the business of Tenant temporarily discontinued therein on account of strikes, lockouts or
similar causes beyond the reasonable control of Tenant. Tenant shall keep the Premises adequately
stocked with merchandise, and with sufficient sales personnel to care for the patronage, and to conduct
said business in accordance with sound business practice.
30. GENERAL PROVISIONS.
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(a) Plats and Riders. Clauses, exhibits, schedules, plats, riders and addenda, if any, affixed to this Lease are
a part hereof.
(b) Waiver. The waiver by Landlord of any term, covenant or condition herein contained shall not be
deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any
other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or
condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted,
regardless of Landlord's knowledge of such preceding default at the time of the acceptance of such rent.
(c) Joint Obligation. If there be more than one Tenant, the obligations hereunder imposed shall be joint and
several.
(d) Marginal Headings. The marginal headings and section titles to the sections of this Lease are not a part
of this Lease and shall have no effect upon the construction or interpretation of any part hereof.
(e) Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a
factor.
(f) Successors and Assigns The covenants and conditions herein contained, subject to the provisions as to
assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties
hereto.
(g) Recordation. Neither Landlord nor Tenant shall record this Lease,but a short form memorandum hereof
may be recorded at the request of, or with the permission of,Landlord.
(h) Quiet Possession. Upon Tenant's paying the rent reserved hereunder and observing and performing all of
the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder,
Tenant shall have quiet possession of the Premises for the entire Lease Term,subject to all the provisions
of this Lease.
(i) Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent or other
sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount
of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Landlord by terms of any
mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or any sum due
from Tenant shall not be received by Landlord's designee within ten (10) days of when due, then Tenant
shall pay to Landlord a late charge equal to the maximum amount permitted by law(and in the absence of
any governing law, ten percent (10%) of such overdue amount), plus any attorneys' fees incurred by
Landlord by reason of Tenant's failure to pay rent and/or other charges when due hereunder. The parties
hereby agree that such late charges represent a fair and reasonable estimate of the cost that Landlord will
incur by reason of the late payment by Tenant. Acceptance of such late charges by Landlord shall in no
event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord
from exercising any of the other rights and remedies granted hereunder.
(j) Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any
matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any
such matters shall be effective for any purpose. No provision of this Lease may be amended or added to
except by an agreement in writing signed by the parties hereto or their respective successors in interest.
This Lease shall not be effective or binding on any party until fully executed by both parties hereto.
(k) Inability to Perform. This Lease and the obligations of Tenant hereunder shall not be affected or
impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so,
if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause
beyond the reasonable control of Landlord.
(1) Partial Invalidity. Any provision of this Lease which shall prove to be invalid, void, or illegal shall in
no way affect, impair or invalidate any other provision hereof and such other provision shall remain in
full force and effect.
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(m) Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, whenever
possible,be cumulative with all other remedies at law or in equity.
(n) Choice of Law. This Lease shall be governed by the laws of the State in which the Premises are located.
(o) Attorneys'Fees. In the event of any action or proceeding brought by either party against the other under
this Lease the prevailing party shall be entitled to recover its expenses and costs, including its attorneys'
fees and expert witness fees in such action or proceeding, including costs of appeal, if any, in such
amount as the court may adjudge reasonable.
(p) Sale of Premises by Landlord. In the event of any sale of the Premises by Landlord, Landlord shall be
and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations
contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the
consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall
be deemed, without any further agreement between the parties or their successors in interest or between
the parties and any such purchaser,to have assumed and agreed to carry out any and all of the covenants
and obligations of Landlord under this Lease.
(q) Subordination; Attornment. Upon request of Landlord, Tenant will in writing subordinate its rights
hereunder to the lien of any mortgage or deed of trust, to any bank, insurance company or other lending
institution, now or hereafter in force against the Premises, and to all advances made or hereafter to be
made upon the security thereof. In the event any proceedings are brought for foreclosure, or in the event
of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the
Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such
purchaser as Landlord under this Lease. The provisions of this Section to the contrary notwithstanding,
and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the
full term hereof.
(r) Notices. Wherever this Lease requires or permits notice or demand to be given by either party to the
other, such notice or demand shall be in writing and given or served either personally or in writing
forwarded by certified mail,return receipt requested, addressed to the parties at the addresses specified in
Sections 3(c) and (k) hereof. Either party may change such address by written notice to the other as
herein provided.
(s) Tenant's Statement(Estoppel Certificate). Tenant shall at any time and from time to time, upon not less
than three days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a
statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this Lease as so modified is in full
force and effect), and the date to which the rental and other charges are paid in advance, if any, and (b)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord
hereunder, or specifying such defaults if any are claimed, and(c) setting forth the date of commencement
of rents and expiration of the Lease Term. Any such statement may be relied upon by the prospective
purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part.
(t) Authority of Tenant. If Tenant is a corporation, each individual executing this Lease on behalf of
Tenant represents and warrants that he or she has full authority to do so and that this Lease binds the
corporation. If Tenant is a partnership, each individual executing this Lease for Tenant represents and
warrants that he, she or it is a general partner of the partnership, that he, she or it has full authority to
sign for the partnership and that this Lease binds the partnership and all general partners of the
partnership.
31. BROKERS.
Tenant warrants that it has had no dealings with any real estate brokers or agents in connection with the
negotiation of this Lease excepting only the brokers named in Section 3(a) of this Lease, and it knows of no other
real estate broker or agent who is entitled to a commission in connection with this Lease.
32. COMPLIANCE.
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The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances
and administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In
Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.
LANDLORD: TENANT:
SFP-B LIMITED PARTNERSHIP Casey Lebold DBA Billiards & More
-
By: Richard B. Borg an, President By: Casey Lebold
SSC-B, Inc., its General Partner
Title: PRINCIPAL
CONSULT YOUR ATTORNEY - If this Lease has been filled in it has been prepared for submission to your attorney
for his or her approval. No representation or recommendation is made by CB Richard Ellis, Inc. or its agents or
employees as to the legal sufficiency, legal effect,or tax consequences of this Lease.
Form No.6226 Rev.6/93 11 f:cue ball cue ball lease-2 revised.doc
Form No.6226 Rev.6/93 12 E\cue ball\cue ball lease-2 revised.doc
Exhibit A
2000' approx. to be used as
warehouse/ store room. Define
with pony wall OK. Ware house
lighting OK. Minimal electric out-
lets needed. No drywall needed
in this area.
side door
utility sink
•
•
3000' approx. to be show- bath
room. Vanilla shell to 10'.
•
Sufficient electric outlets.
HVAC ducting finished.
Paint ceiling ducting etc. to
top of drywall. Black elec-
tnc lighting grid to be in-
stalled to 12' height. 4X4 or
6X6 grid ok with sufficient
fluorescent lighting.
Additional spot lighting will
be desired. heed eletrical
run to front ar d side of
building for sitnage. Single
unisex bath OK. Utility sink
would be desirable on back
side of pony wall adjacent
to bathroom.
entrance
Form No.6226 Rev.6/93 13 f:\cue ball\cue ball lease-2 revised.doc
•
Exhibit B
Vanilla Shell Description
❑ Space will be demised and walls will be finished; ready for paint as shown on Exhibit A.
Rear (aprox) 2,000 sf warehouse portion seperated by 10 foot poney wall, the exact location of which to be
confirmed with tenant. Warehouse lighting OK. Minimal electrical Outlets needed. No drywall needed in
this area. Utility sink on back of poney wall adjacent to bathroom.
Front area (aprox) 3,000 sf showroom vanilla shell finished to 10 feet. Paint ceiling ducting etc to top of
drywall.
❑ Electrical service for tenant lighting and electric will be distributed throughout the retail
space including Black electric lighting grid to be installed to 12 foot height. 4X4 or 6X6
grid OK with sufficient fluorescent lighting and 25 additional moveable spotlights.
❑ Service will be a minimum 200-amp subpanel (voltage: 120/208).
❑ HVAC capacity will be provided at 400 square feet per ton. HVAC will be warranted for
one year.
❑ Plumbing: One (1) ADA bathrooms will be installed per local code in an accessible
location.
❑ Floor slab will be finished(clean and level).
❑ Storefront and all exterior windows and doors will be in good working condition.
❑ If sprinkler system is required by code and does not exist, landlord will supply adequate
sprinkler coverage, including mains, branch lines, and heads; sprinkler head layout and
height per tenant's space plan. Existing sprinkler systems will be altered per tenant's layout
and by code for tenant's use.
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. •
EXHIBIT C
OPTION TO RENEW
Provided Tenant is not in default at the time it exercises its option and is not in default at any time thereafter until
the commencement of the renewal term,Tenant shall have the one time right to extend the term of the Lease for two (2)
periods of five (5)years each. Tenant will provide Landlord written notice of its intent to exercise its option not less than
180 days prior to the expiration of the primary term. All terms and conditions of the Lease shall remain unchanged
except that Base Rent shall be adjusted to then prevailing market rents for similar quality space,but in no event shall the
Base Rent be less than the rental rate paid in the most recent period.
•
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