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EXHIBIT 10.8
ASSIGNMENT OF LEASE
THIS ASSIGNMENT OF LEASE is made and entered into as of the 30th day of
September, 1998, by and between EDISON BROTHERS STORES, INC., a Delaware
corporation, having a notice address of 000 Xxxxx Xxxxxxxx, Attn: Xxxxx
Xxxxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Assignor"), and EBS BUILDING L.L.C., a
Delaware limited liability company, having a notice address of 000 Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxx: Xxxx Xxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Assignee").
1. Assignment. For value received and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Assignor does hereby bargain and sell, convey and confirm, and assign to
Assignee, its successors and assigns forever all of Assignor's right, title and
interest under that certain lease by and between The Land Clearance for
Redevelopment Authority of the City of St. Louis, a public body, corporate and
politic of the State of Missouri, as lessor, and Assignor, as lessee, dated
December 22, 1982, as amended to date (the "Lease"), a current, true and
complete copy of which is attached hereto as Exhibit A and incorporated herein
by reference.
2. Representation. Assignor does hereby represent and affirm that the
Lease is in full force and effect, that there exists no default thereunder nor
any event which, upon the lapse of time or the giving of notice, or both, may
constitute a default thereunder, and that all covenants, agreements and
obligations binding on lessee under the Lease to and including the date hereof
have been complied with, performed and satisfied (as the case may be); and
without limiting the generality of the foregoing, Assignor does hereby represent
and affirm that all rentals and other monetary obligations to be paid or
fulfilled by lessee under the Lease to and including the date hereof have been
so paid or fulfilled (as the case may be).
3. Assumption. Assignee does hereby accept the foregoing assignment,
and (i) assumes and agrees to be bound by the Lease from and after the date
hereof, and (ii) agrees to perform all duties and obligations of lessee under
the Lease occurring from and after the date hereof.
4. Miscellaneous. This Assignment shall be binding upon the parties
hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the date first above written.
EBS BUILDING, L.L.C. EDISON BROTHERS STORES, INC.
a Delaware limited liability company a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------- -----------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
Title: Partner Title: Executive Vice President
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STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 30th day of September, 1998, before me appeared Xxxx X.
Xxxxxxxx, to me personally known, who being by me duly sworn, did say that he is
the Executive Vice President of Edison Brothers Stores, Inc., a Delaware
corporation, and that said instrument was signed on behalf of said corporation
by authority of its board of directors, and said Xxxx X. Xxxxxxxx acknowledged
said instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the City and State aforesaid, the day and year first above written.
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Notary Public
My commission expires: [SEAL]
May 2, 2002
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STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 30th day of September, 1998, before me appeared Xxxxx X.
Xxxxxx, to me personally known, who being by me duly sworn, did say that he is
the Partner of PricewaterhouseCoopers LLP, the Manager of EBS Building, L.L.C.,
a Delaware limited liability company, and that said instrument was signed on
behalf of said company by authority of its board of directors, and said Xxxxx
Xxxxxx acknowledged said instrument to be the free act and deed of said company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the City and State aforesaid, the day and year first above written.
/s/ Xxxxxx Xxxxx
-----------------------------
Notary Public
My commission expires: [SEAL]
September 21, 1999
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LESSOR'S CONSENT
TO ASSIGNMENT OF LEASE
For value received and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and to induce the
assumption by Assignee set forth in the foregoing Assignment of Lease by virtue
of this consent, THE LAND CLEARANCE FOR REDEVELOPMENT AUTHORITY OF THE CITY OF
ST. LOUIS, a public body, corporate and politic of the State of Missouri, hereby
consents to the foregoing Assignment of Lease. This consent shall, however,
apply only to the specific transaction described in the foregoing Assignment of
Lease and shall not constitute a waiver of the necessity for such consent to any
subsequent assignment or subletting, whether by Assignee or any assignee or
sublessee of the whole or any part of the premises leased pursuant to the Lease.
Dated this 30th day of September, 1998.
LESSOR:
LAND CLEARANCE FOR REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. LOUIS,
a public body, corporate and politic of the
State of Missouri
ATTEST: By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Chairman, St. Louis Development Corporation
/s/ Xxxxx X. Xxxxx APPROVED AS TO LEGAL FORM AND
-------------------------- ADEQUACY
Name: Xxxxx X. Xxxxx
Title: Assistant Secretary
/s/ Xxxxxx Xxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxx
Title: General Counsel
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STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 23rd day of September, 1998, before me appeared Xxxxxxx X.
Xxxxx, to me personally known, who being by me duly sworn, did say that (s)he is
the Chairman of The Land Clearance for Redevelopment Authority of the City of
St. Louis, a public body, corporate and politic of the State of Missouri, and
that said instrument was signed on behalf of said public body by authority of
its Board of Commissioners, and said Xxxxxxx X. Xxxxx acknowledged said
instrument to be the free act and deed of said public body.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the City and State aforesaid, the day and year first above written.
/s/ Xxxxxx X. Xxxxx
-----------------------------
Notary Public
My commission expires: [SEAL]
March 30, 1999
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EXHIBIT A
LEASE
THIS LEASE, made and entered into as of this 22nd day of December,
1982 by and between LAND CLEARANCE FOR REDEVELOPMENT AUTHORITY OF THE CITY OF
ST. LOUIS, a public body, corporate and politic of the State of Missouri
("Lessor"), and EDISON BROTHERS STORES, INC., a Delaware Corporation ("Lessee"),
authorized to do business in Missouri.
W I T N E S S E T H T H A T:
WHEREAS, Lessor is constructing a parking facility ("Garage") on
City Block 118 in the City of St. Louis, which Lessor anticipates will be
completed and operable by May 15, 1983, having a ground floor retail space and
six floors of parking; and
WHEREAS, Lessee may construct an office building ("Office
Building") on City Block 119 and vacated St. Xxxxxxx Street in the City of St.
Louis, to the North of Lessor's Garage; and
WHEREAS, the parties hereto wish to provide for the leasing of
parking spaces within the Garage, for use by Lessee, and its assigns, as defined
in Article V herein.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
PREMISES
Lessor, for and in consideration of the rents hereinafter reserved
and the covenants, agreements and stipulations hereinafter expressed, does
hereby lease and let to the Lessee, and the Lessee does rent and hire from the
Lessor, the following described premises, to-wit:
Parking spaces for 250 automobiles on the fifth level, (one below
the roof level) ("Premises") of the Garage, to be erected by Lessor on City
Block 118, containing approximately 1,427 parking spaces, more particularly
described in Exhibit "A" attached hereto and made a part of this Lease, showing
all drives, ramps and walks, and entrance and exits to be used in connection
with the 250 parking spaces. The width, depth, and angle of the parking spaces
to be leased to Lessee and the width of the driving lanes serving those spaces
shall be as required by law, and may be modified by Lessor from time to time, to
conform to the requirement of law, or such reasonable variances from those
requirements as may be duly approved, however, reasonable
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requirements of the Lessee shall be discussed with Lessee and taken into account
prior to making any changes, and in no event shall the spacing be smaller than
on other garage floors.
ARTICLE II
TERM: OPTIONS TO RENEW
The term of this Lease shall be for a period of twenty (20) years,
commencing on the first day of the first full month that the entire Garage is
substantially complete and ready for occupancy, which Lessor anticipates will be
on or about May 15, 1983. Lessee shall not be obligated to commence occupancy
under this Lease until all mechanical equipment to be installed for the
operation of the Garage, including elevator service to the Premises, is
operable.
Lessor shall provide Lessee thirty (30) days notice in writing of
the commencement of the term of this Lease, and the parties may agree that
Lessee may commence occupancy prior to the initial date for the commencement of
this Lease by paying pro-rata rental as provided in Article III herein.
Lessee is hereby granted ten (10) consecutive options to extend
the term hereof for periods of five (5) years each, which option terms shall
begin respectively at the expiration of the original term or the then current
option term, as the case may be, and as provided in Article IV of this Lease.
Notice of election by Lessee to exercise each such option shall be
given to Lessor in writing at least six months prior to expiration of the
original term or the then current option term, as the case may be; and no
further instrument shall be required to be executed for such purpose. If Lessee
shall fail to notify Lessor of its election to exercise any of the
above-described options within the period provided, Lessor shall notify Lessee
in writing of its failure to exercise such options and Lessee shall then have an
additional ten days from its receipt of Lessor's notification in which to
exercise the option.
Notwithstanding the foregoing, in the event a retail shopping mall
is not under construction on City Blocks 126 and 127, adjoining the Famous-Xxxx
Store and the Stix, Xxxx and Xxxxxx Store located on City Blocks 128 and 125 in
the City of Saint Louis, respectively, within five (5) years of the date of the
commencement of this Lease, at the option of Lessee, to be exercised upon 180
days prior written notice, terminate at the end of the fifth Lease Year with no
further liability to either party, and Lessee shall not be obligated to continue
occupancy under the terms herein. Further, in the event Lessee does not begin
construction of the Office Building on
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City Block 119 and the adjoining property, formerly known as St. Xxxxxxx Street,
within five (5) years of the date of the commencement of this Lease, this Lessee
shall terminate.
For the purposes hereof, a Lease Year shall mean twelve (12)
consecutive full calendar months, except that the first Lease Year hereof shall
be twelve (12) consecutive full calendar months from and after the commencement
date hereof plus, if applicable, any partial calendar month prior to the first
full calendar month.
ARTICLE III
RENT
As rent for the Premises, Lessor reserves, and Lessee agrees to
pay to Lessor in addition to all other payments hereinafter agreed to be made by
Lessee, an annual cash rental of ONE HUNDRED SIXTY FIVE THOUSAND AND NO/100
DOLLARS ($165,000.00), for the first five (5) years of the term of this Lease,
and ONE HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($180,000.00) for the
remaining fifteen (15) years of the term of this Lease, said annual rent to be
paid in monthly installments at the rate of THIRTEEN THOUSAND SEVEN HUNDRED
FIFTY AND NO/100 DOLLARS ($13,750.00) per month for the first five (5) years,
and FIFTEEN THOUSAND AND NO/100 DOLLARS ($15,000.00) per month for the ensuing
fifteen (15) years, with payments to be made on the first day of the initial
term hereof on the first day of each month thereafter. Rent for the Premises
shall commence on the date the initial term under this Lease commences, as
provided in Article II herein. Rent for any fractional portion of any month
prior to the commencement or end of the term hereof shall be pro-rated on the
basis of three hundred sixty (360) days to the year.
Any monthly rental payment received by Lessor after the due date
shall include interest at twelve percent (12%) per annum from the date upon
which Lessee receives notice of such delinquency.
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ARTICLE IV
RENEWAL TERMS
As rent for the Premises upon Lessee's election to renew this
Lease as provided in Article II herein, Lessor agrees to accept the same rental
terms and conditions as provided in this Lease during the last fifteen (15)
years of the initial term, ($60.00 per car space per month, plus all increases
in operating costs over the base year, as defined in Article X herein); however,
the total payment during such option terms of $60.00 plus increased operating
costs is not to exceed the then current per car monthly rate charged by the
three most comparable parking garages in the downtown area in regard to all
pertinent factors including location and quantity of spaces within a garage, the
length of the term of the lease and the hours (as to 80% of the spaces) such
spaces are available to Lessee. In the event the parties cannot agree upon three
(3) comparable parking garages at the commencement of a renewal term or the
current per car monthly rate for the comparable parking garages as described
above, the issue or issues shall be submitted to arbitration as provided in
Article XVIII herein, and the arbitrators shall consider the factors herein
before enumerated in making their determination.
ARTICLE V
USE OF PREMISES
The Premises shall be used only for the purpose of parking motor
vehicles in connection with Lessee's, or Lessee's successors, assigns and
tenants use and occupancy of the Office Building, and Lessee's use and occupancy
of its other offices.
Lessor reserves the right to restrict the use of the Premises
according to reasonable non-discriminatory guidelines including, but not limited
to, the size and weight of motor vehicles parking on the Premises. Lessee shall
be notified in writing of any such guidelines, and shall notify those parties to
whom Lessee has made available such Premises.
ARTICLE VI
LESSOR TO PAY COST OF PROPERTY INSURANCE
Lessor will, at all times during the Lease term, maintain All Risk
property damage insurance for the replacement value of the Garage and all
permanent improvements and equipment used in its operation.
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ARTICLE VII
LESSOR TO REPAIR
Lessor shall, at its expense, keep and maintain the Property in
good order, repair and in tenantable condition, in compliance with all
applicable laws, ordinances and insurance contract requirements, and use its
best efforts to keep the Premises clean, safe and free of nuisances and
trespassers.
Lessee shall not do or suffer anything to be done whereby the
Premises, or any part thereof, may be encumbered by any mechanic's or other
similar lien and if, whenever and as often as nay mechanic's or other similar
lien is filed against the Premises, or any part thereof, purporting to be for or
on account of any labor done or materials or services furnished in connection
with an work in, on or about the Premises done by, for or under the authority of
Lessee or anyone claiming by, through or under Lessee, Lessee shall bond or
discharge the same of record within thirty (30) days after the date of filing.
Notice is hereby given that Lessor does not authorize or consent to and shall
not be liable for any labor or materials furnished Lessee or anyone claiming by,
through or under Lessee upon credit, and that no mechanic's or similar lien for
any such labor, services or materials shall attach to or affect the reversionary
or other estate of Lessor in and to the Premises or any part thereof.
ARTICLE VIII
LESSOR AND LESSEE TO CARRY LIABILITY INSURANCE
Lessor, at its expense, shall cause to be maintained with respect
to its duties and responsibilities as owner of the Property hereunder, and the
Lessee shall, at its expense, with respect to its occupancy and use of the
Premises, cause to be maintained public liability insurance against claims for
personal injury, death or property damage suffered by others upon or in or about
the Property or the Premises, as the case may be, such personal injury insurance
to be in limits of not less than $1,000,000 for any one person and not less than
$3,000,000 from any one accident or occurrence and for property damage to be in
limits of not less than $100,000. Each policy of insurance shall include the
other party as additional insured and each shall be furnished with a copy of all
such policies, which shall contain a provision that such insurance shall not be
canceled or changed except on thirty (30) days written notice to the other
party. Each policy evidencing insurance required to be carried by Lessor and
Lessee pursuant to this Lease shall contain the following provisions and/or
clauses: (i) a cross-liability clause; (ii) a provision that
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such policy and the coverage evidenced thereby shall be primary and
non-contributing with respect to any policies carried by the other party and
that any coverage carried by the other party shall be excess insurance; (iii) a
provision including other party and any other parties in interest designated by
the other party as additional insureds; (iv) a waiver by the insurer of any
right to subrogation against the other party, its agents, employees and
representatives which arises or might arise by reason of any payment under such
policy or by reason of any act or omission of the other party, its agents,
employees or representatives; (v) a severability clause.
ARTICLE IX
ADDITIONAL COVENANTS BETWEEN LESSEE AND LESSOR
A. Lessee, for itself and for all persons at any time claiming
by, through or under it, agrees under penalty of forfeiture of this Lease, that
during the term herein the Premises shall:
1. be used only for the purposes set forth in Article V
herein;
2. be kept free from all nuisances in or adjacent thereto
reasonably under control of Lessee; and
3. not be occupied or used for any purpose or in any
manner forbidden by, or contrary to Federal or State Law, or City
ordinance or regulation.
X. Xxxxxx hereby grants Lessee the right to connect Lessee's
Office Building with the Garage by a walkway(s) from the Garage to the Office
Building, provided that prior to the commencement of construction, Lessee shall
submit detailed plans and specifications to Lessor for review and approval. Such
walkway may extend to the West Stairwell/Elevator core of the Garage so as to
facilitate access for occupants of Lessee's Building to the St. Louis Centre
walkways (if any) over Sixth Street. Lessee shall pay the cost of constructing
any such walkway(s) and the cost of maintenance, repair, expenses and security
associated therewith. Lessee agrees that any parking spaces in the Garage lost
due to the design and construction of the walkway(s) by the Lessee shall be
deducted from the two-hundred fifty (250) spaces herein leased and Lessee shall
not be entitled to a reduction in rent therefor. Such walkway(s) shall be for
the exclusive use of visitors to and occupants of Lessee's Office Building and
Lessee shall have exclusive control thereof.
C. In order to designate Lessee's spaces Lessor and Lessee
agree as follows:
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1. Lessor intends, after the grand opening of the retail
shopping mall, planned for construction as described in Article II
herein, to segregate the fifth and sixth (roof) floors of the Garage
for the use of Lessee and others with reserved parking spaces. Lessor
intends that the reserved spaces on the fifth and sixth (roof) floors
be segregated from the lower floors of the Garage by such methods as
the parties shall agree upon. The original cost of any necessary
electrical or mechanical control devices and their installation cost
shall be shared equally by Lessor and Lessee. The cost of maintenance,
repair and replacement of such equipment shall be paid fourteen percent
(14%) by Lessee and eighty-six percent (86%) by Lessor, as provided in
Article X, Section C, herein.
2. Prior to the grand opening of the retail shopping mall,
and at all other times during the term of the Lease, or any extensions
thereof, Lessee may, at its own cost and expense, provide interior
signs or devices acceptable to Lessor to designate the Premises. The
size, location and design of such devices or signs shall be submitted
to Lessor for review and written approval, and Lessor's approval shall
not be unreasonably withheld.
D. This Lease shall reserve the Premises for Lessee's use
Monday through Friday, from 7:00 a.m. to 6:00 p.m.; and, in addition, fifty (50)
of the parking spaces on the Premises shall be accessible to and available for
Lessee's use in keeping with such additional hours as the Garage is in
operation, which shall not be less than normal downtown business hours, and with
exiting privileges without charge on a twenty-four (24) hour basis. Lessor's
charges for use of the Premises for the balance of Lessee's parking spaces in
excess of the times provided above shall not exceed those charges paid by hourly
parkers for use of the Garage, and there shall be exiting privileges from the
Garage for all occupants on a twenty-four (24) hour basis.
X. Xxxxxx shall, upon notice from Lessee, at all times during
the term of this Lease and any extensions thereof, take such action as may be
necessary to remove or cause to be removed all unauthorized vehicles parked in
Lessee's reserved spaces.
ARTICLE X
LESSEE TO PAY ADDITIONAL OPERATING EXPENSES
A. Lessee agrees to pay as additional rent an amount to be
determined annually, which shall be:
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1. For the initial term of this Lease, Lessee's pro-rata
share, as hereinafter defined, of the difference between one-fourth of
the operating expenses of the garage over the first four years of this
Lease (hereinafter the "base year"), and the operating expenses of each
year beginning with year five.
Operating expenses calculated on the increase in expenses
over the average of the first two years shall be due at the end of the
second and third years of the original term of this Lease, however, the
base year shall be calculated to mean the average of the first four
years of the original term of this Lease, and any operating expenses to
be paid by or reimbursed to Lessee shall be adjusted at the end of
fourth year when the base year is established.
In calculating the "base year" operating expenses
there shall be an equitable allocation of expenses on an accrual basis
such as insurance premiums which may in part or whole be applicable to
the "base year" period but which are paid prior to or after the "base
year" period.
2. For any renewal period hereunder, Lessee's pro-rata
share of the difference between the operating expenses of the Garage in
the "base year", and each year of the renewal period, so long as the
total rental for the Premises is consistent with the provisions of
Article IV herein.
B. The operating expenses of the Garage shall be calculated on
an accrual basis and shall not include any operating expenses attributable to
any portion of the Garage which is not used for the parking of motor vehicles
but shall include the following as they pertain to portions of the Garage which
are used for the parking of motor vehicles:
1. Premiums for fire, extended coverage and other
property insurance, and liability insurance.
2. Reasonable wages and fringe benefits paid to garage
employees, managers and operators according to the prevailing rates,
Lessor's administrative costs attributable to Garage operation,
including office overhead, employees wages and fringe benefits and
other expenses. Lessor's administrative costs to Garage operation shall
be calculated as provided on Exhibit "B", attached hereto and
incorporated herein by reference.
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3. Cost of maintenance including cleaning, normal
repairs to the Garage and snow removal from the public sidewalks
adjacent to the Garage entrances. Such maintenance excludes structural
repairs and capital improvements.
4. Cost of striping, numbering and similar work where not
properly attributable to others.
5. Cost of bonding garage personnel.
6. Cost of parking tickets (if used in connection with
Lessee's vehicles).
7. Cost of supplies.
8. Cost of all utilities.
9. Cost of attendants uniforms and their cleaning.
10. Costs of security services, including the costs
of the maintenance and repair of security equipment, which shall not
include the original cost of purchasing and installing such security
equipment but shall include replacement of such equipment as is
reasonably necessary due to age, obsolescence, wear and other causes
not covered by Lessor's insurance provided pursuant to Article IV
herein.
11. Costs of the maintenance and repair of all machinery
and equipment used in and for the Garage, which cost shall not include
the original cost of purchasing and installing such machinery and
equipment but shall include replacement of such machinery and equipment
as is reasonably necessary due to age, obsolescence, wear, and other
causes not covered by Lessor's insurance provided pursuant to Article
IV hereof.
12. Increase in any operation and maintenance costs or
expenses for which no other provision is made in this contract, but not
including any penalties, or interest thereon, due to Lessor's default
on any payment due in connection with the Garage construction or
operation.
13. Beginning in the year 1992, any cost increase in
interest over twelve percent (12%) due to the necessity of refinancing
the Garage bonds issued by Lessor in 1982, but only in connection with
the parking portion of the Garage; provided, however, that Lessee shall
not be required to pay such costs if such refinancing is required due
to Lessor's default in its obligations under the Garage bonds, or
Lessor fails to utilize
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Garage revenues to liquidate the bonds and diverts such revenues to
other projects of Lessor.
C. Lessee's pro-rata share shall be defined for this Article X
to be fourteen percent (14%), which figure has been agreed to in consideration
of the number of spaces leased to Lessee out of the total number of spaces
within the Garage, and the hours for which Lessee's spaces are available to
Lessee out of the total number of hours the Garage is open, on a weekly basis.
X. Xxxxxx shall maintain full and complete boos and records of
all such operating expenses in keeping with generally accepted accounting
principles and such books and records shall be available for audit by Lessee or
Lessee's agents at Lessor's office, upon ten (10) days prior written notice of a
reasonable time and place for such inspection, for three (3) years after the end
of each Lease year.
X. Xxxxxx shall use best efforts to keep expenses reasonable
and competitive.
ARTICLE XI
LESSOR'S RIGHT OF ENTRY FOR INSPECTION AND REPAIR: LESSEE WASTE
Lessee agrees that Lessor shall have the right, from time to time,
to make reasonable examination of the Premises, and for that purpose, the Lessor
and its agents shall have the right, at all reasonable hours, to enter the
Premises and to inspect the Premises to determine if Lessee is committing any
waste upon the Premises. Lessee shall commit no waste upon the Premises. If any
work is required to correct any waste to the Premises committee by Lessee, then
if such damage is not covered by Lessor's insurance, Lessor shall give Lessee
notice in writing setting forth the work required to correct such waste and
directing Lessee to do such work. If Lessee has not begun to do such work within
ten (10) days after such notice, or if Lessee, having begun such repairs, shall
fail to complete promptly, the Lessor shall have the right to enter and make
such repairs as are necessary and proper and shall assess the cost of such
repairs with interest at twelve percent (12%) per annum from the time the Lessor
shall pay for the same, against the Lessee. If Lessee shall fail to pay such
costs on demand by Lessor, such default shall subject Lessee to the same
penalties and give Lessor the same rights of forfeiture, as herein provided in
the case of non-payment of rent.
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ARTICLE XII
ASSIGNMENT AND SUBLETTING
Provided it remains primarily liable under this Lease, Lessee may
assign this Lease, or sublease the Premises, or any part thereof, or permit the
tenancy or use by any other party only with the written consent of Lessor, which
consent shall not be unreasonably withheld. Lessee shall provide Lessor with a
copy of any such assignment or sublease.
This Lease may not be assigned by Lessee, nor may a greater
portion than twenty (20) percent of the parking spaces be sublet by Lessee
(other than to tenants of Lessee's downtown properties), provided, however,
until such time as the Office Building is substantially complete Lessee may
sublet any portion of its spaces to others as provided above.
Lessee, if unable to utilize all of the Premises in connection
with making parking available to its employees or to tenants of the downtown
properties which it controls, shall first offer such excess spaces to Lessor, as
a reduction in the number of leased spaces on the basis of a pro-rata reduction
of rent and other charges, and if Lessor is unwilling or unable to accept such
offer then lessee shall have the right to offer such excess spaces to other than
occupants of the Office Building, however only on a monthly reserved basis.
ARTICLE XIII
STRUCTURAL ALTERATIONS AND ADDITIONS
No structural alterations to the Garage, and no connections to and
from the Premises or the Garage of any kind, shall be made without notice to
Lessor and the written consent of Lessor, except as provided in Article XIV and
Article IX, B.
ARTICLE XIV
DESTRUCTION OF PREMISES
A. Insured Loss. In the event of damage to, or the destruction
of, the Garage from fire or any other cause within the coverage provided by the
insurance required to be maintained by Lessor pursuant to the provisions of
Article VI hereof, this Lease shall not terminate, but shall continue in full
force and effect according to its terms, and the Lessor will promptly cause the
Garage to be repaired or restored; provided, however, in the last year of the
initial twenty-year (20) term hereof, or the last year of any succeeding term,
Lessor may in lieu of repairing or restoring the Premises, elect to terminate
this Lease by written notice to Lessee, and, in such event this Lease shall
terminate, and neither party shall have any further liability hereunder,
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and the insurance proceeds from the insurance policies maintained by Lessor
shall be paid to and retained by Lessor. However, Lessee may void such
termination within thirty (30) days of its receipt of such notice by exercising
one of its remaining five (5) year options. From the date of such damage or
destruction, a just and proportionate part of the cash rental and other charges
provided by herein (based on the percentage of the Premises which shall be
untenantable) shall be abated until the Premises are restored.
B. Uninsured Loss: Premises Tenantable. In the event of damage
to the building from any cause not within the coverage of the aforementioned
insurance, if such damage does not render the Premises unquestionably
untenantable for a period of more than thirty (30) days, and can be repaired by
Lessor at a cost not in excess of $10,000 or such larger amount as Lessor or
Lessee shall then agree to incur, Lessor shall proceed promptly (and/or Lessee
as appropriate), at its expense, to repair said damage, and, in such event, all
other provisions hereof shall remain in full force and effect. If Lessor shall
repair other portions of the Garage then it shall also repair Lessee's Premises.
C. Uninsured Loss: Premises Untenantable. In the event of
destruction of the building, or damage thereto which unquestionably renders the
Premises untenantable for a period of more than thirty (30) days, from causes
not within the aforesaid insurance coverage, and Lessor does not elect to repair
the Garage, then either Lessor or Lessee may terminate this Lease by written
notice to the other given no more than ten (10) days after such destruction or
damage occurs. If neither Lessor nor Lessee elects to terminate, Lessor shall
promptly rebuild or repair said buildings, at its expense, and in such event
from and after thirty (30) days from the time of the damage or destruction, a
just and proportionate part of the cash rental provided for herein (based on the
percentage of the Premises which shall be untenantable) shall be abated until
the Premises are restored.
If the Lessor and Lessee cannot agree as to whether said Premises
are unquestionably untenantable for thirty (30) days, the fact shall be
determined by arbitration as provided in Article XVIII herein.
If it is determined by arbitration, or agreement between the
Lessor and Lessee, that said Premises are not unquestionably untenantable for
thirty (30) days, then (and provided restoration of said building can be
accomplished at a cost not in excess of $10,000.00 or such
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larger amount as Lessor shall then agree to) Lessor shall restore said building
at Lessor's own expense, with all reasonable speed and promptness.
ARTICLE XV
SIGNS
Lessee shall be permitted to place directional signs within the
Garage or the Premises, with Lessor's written approval as provided in Article
IX. Such approval shall not be unreasonably withheld if Lessee's proposed signs
are in keeping within the size and design of other similar signs of Lessor.
Lessee shall not be permitted to place signs on the exterior of the Garage.
ARTICLE XVI
DEFAULTS
The occurrence of one or more of the following shall constitute an
"Event of Default":
(a) Lessee's failure to pay any rent or other charges due
Lessor under this Lease within ten days of its receipt of written notice from
Lessor of such delinquency; or
(b) Lessee's failure to duly, promptly and strictly (according
to the true intent and purpose of the provisions of this Lease) observe, perform
and comply with any other covenant, agreement, stipulation or condition of this
Lease and every other obligation by this Lease upon the Lessee imposed for a
period of more than thirty (30) days after its receipt from Lessor of written
notice specifying such default (unless such default constitutes an emergency
condition which must be cured without delay in order to prevent injury to
persons or damage to property, in which event such default shall be cured as
quickly as possible; or unless such default is not of an emergency nature and
cannot, with due diligence on the part of Lessee, be cured within said 30 day
period then same shall not constitute an Event of Default so long as Lessee is
proceeding diligently to cure same).
Then forthwith, upon the happening of any such Event of Default,
at the option of Lessor, Lessor, by notice in writing to Lessee, may forfeit
this Lease and terminate the leasehold term hereby created and absolutely end
and conclude all the estate and rights of the Lessee and of all persons claiming
by, through or under Lessee, in respect to the Premises and every part thereof,
on any date or at any time, however distant; after the happening of any such
event.
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Upon the termination of this Lease, whether by expiration of time
or by forfeiture or otherwise, Lessee shall quit the premises and surrender and
deliver to Lessor possession of the Premises and all rights appertaining
thereto, and for every day that Lessee, or any person claiming by, through or
under Lessee, shall hold the Premises, or any part thereof, after the
termination of this Lease, the Lessee shall pay the Lessor at a rate equal to
double the rental value herein provided, and Lessee shall also pay all general
and special damage of every kind and nature to which Lessor shall be subjected
by reason of any such holding over on the part of Lessee or of anyone claiming
by, through or under Lessee.
If Lessee shall default in the performance or observance of any
agreement or condition in this Lease contained on its part to be performed or
observed other than an obligation to pay money, and shall not cure such default
(or shall not within said period commence to cure such default and thereafter
prosecute the curing of such default to completion with due diligence), Lessor
may at its option, without waiving any claim for damages for breach of
agreement, at any time thereafter cure such default for the account of Lessee,
and any amount paid or any contractual liability incurred by Lessor in so doing
shall be deemed paid or incurred for the account of Lessee, and Lessee agrees to
reimburse Lessor therefor or hold Lessor harmless therefrom; provided that
Lessor may cure any such default as aforesaid prior to the expiration of said
waiting period but after notice to Lessee, if the curing of such default prior
to the expiration of said waiting period is reasonably necessary to protect the
real estate or Lessor's interest therein, or to prevent injury or damage to
persons or property. If Lessee shall fail to reimburse Lessor upon demand for
any amount paid for the account of Lessee hereunder, said amount shall be added
to and become due as a part of the next payment of rent due hereunder.
If Lessor shall default in the performance or observance of any
agreement or condition in this Lease on its part to be performed or observed, or
shall default in the payment of any tax or other charge which shall be a Lien
upon the Premises or the Garage, and if Lessor shall not cure such default
within thirty (30) days after notice from Lessee specifying the default (or
shall not within said period commence to cure such default and thereafter
prosecute the curing of such default to completion with due diligence), Lessee
may, at its option, without waiving any claim for damages for breach of
agreement, at any time thereafter cure such default for the account of Lessor,
and any amount paid or any contractual liability incurred by Lessee in so doing
shall be deemed paid or incurred for the account of Lessor and Lessor agrees to
reimburse Lessee
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therefor or hold Lessee harmless therefrom; provided that Lessee may cure any
such default as aforesaid prior to the expiration of said waiting period, but
after said notice to Lessor, if the curing of such default prior to the
expiration of said waiting period is reasonably necessary to protect the real
estate of Lessee's interest therein or to prevent injury or damage to persons or
property. If Lessor shall fail to reimburse Lessee upon demand for any amount
paid for the account of Lessor hereunder, said amount may be deducted by Lessee
from the next or any succeeding payments of rent or other charges due hereunder.
ARTICLE XVII
NO CONSTRUCTIVE WAIVER
No waiver of any forfeiture, by acceptance of rent or otherwise,
shall waive any subsequent cause of forfeiture or breach of any condition of
this Lease; nor shall any consent by Lessor to any assignment or subletting of
said Premises, or any part thereof, be held to waive or release any assignee or
sublessee from any of the foregoing conditions or covenants as against him or
them; but every such assignee and sublessee shall be expressly subject thereto.
No oral agreement in relation to any matter whatever with respect to the
provisions of this Lease shall have binding force or effect on either party
herein, or be held to vary such provisions or affect the obligations of either
party hereunder.
ARTICLE XVIII
ARBITRATION
In the event Lessor and Lessee cannot reach agreement as to the
construction of any article or clause of this Lease, all such questions shall be
determined by arbitration; and, pending arbitration between the parties, there
shall be no cancellation or forfeiture of this agreement.
Lessor and Lessee shall each choose an arbitrator within five (5)
days after either has notified the other in writing of its intention to submit a
dispute to arbitration. The two (2) arbitrators appointed shall select a third
arbitrator within five (5) days thereafter, or within such time as may be
lengthened or shortened by mutual agreement. A decision of any two arbitrators
shall be conclusive and binding upon the parties.
The arbitrators shall be entitled to charge and collect reasonable
and equitable compensation for their services, and shall determine the
percentage of such compensation which shall be paid by Lessor and Lessee. No one
shall be nominated or act as an arbitrator who is in
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any way financially interested in this Lease or in the business affairs of
either party. The arbitrators shall not have the authority to alter or modify
any of the express provisions of this Lease, nor shall they have the power to
make a ruling contrary to any agreement reached by the parties in the course of
negotiations on this Lease or any dispute arising from this Lease.
ARTICLE XIX
QUIET ENJOYMENT
Upon timely paying the fixed Annual Minimum Rent, and additional
Rent reserved hereunder and performing and faithfully observing all of the other
terms, covenants and condition of this Lease on Lessee's part to be performed
and observed, Lessee shall peaceably and quietly have, hold and enjoy the Leased
Premises during the Lease Term.
ARTICLE XX
NO JOINT VENTURE
Nothing contained herein shall be deemed or construed by the
parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture between the parties
hereto, it being understood and agreed that neither the method of computation of
rental, or any other provisions contained herein, nor any acts of the parties
herein, shall be deemed to create any relationship between the parties hereto
other than the relation of Lessor and Lessee.
ARTICLE XXI
SPECIFIC PERFORMANCE
Lessor and Lessee shall have the right to obtain specific
performance of any and all covenants or obligations of the other under this
Lease, and nothing contained in this Lease shall be construed as or shall have
the effect of abridging such right.
ARTICLE XXII
RECORDING: FURTHER DOCUMENTS
Upon notice from either party to the other, the parties shall
execute (in recordable form), an appropriate short form of Lease which when
recorded, will impart constructive notice to third parties of the rights of
Lessor and Lessee under this Lease. It is hereby agreed that if any part intends
to record this Lease, the Exhibits hereto may be omitted from such recording.
The parties shall further execute and deliver all such other appropriate
supplemental agreements and other instruments and take such other action as may
be necessary to make this Lease fully and
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legally effective, binding, and enforceable as between the parties hereto and as
against third parties; Costs of recordation shall be paid by parties requesting
same.
ARTICLE XXIII
GOVERNING LAW
This Lease is a contract entered into under the laws of the State
of Missouri.
ARTICLE XXIV
COUNTERPARTS
This Lease may be signed in any number of counterparts, and
signature to any one counterpart shall be deemed signature to all such
counterparts, which when taken together shall constitute one agreement.
ARTICLE XXV
ENTIRE AGREEMENT
This Lease, together with all Exhibits hereto, constitutes the
entire agreement between the parties with respect to the subject matter hereof
and the transactions contemplated herein and supersedes all prior agreements,
representations, warranties, statements, promises and understandings, whether
oral or written.
ARTICLE XXVI
APPROVALS, NOT UNREASONABLY WITHHELD
Whenever in this Lease or other deed, instrument or agreement
between the parties relating to the subject matter hereof there is provision for
or requirement of approval, consent or satisfaction of requirements of either
party, such approval or consent shall not be unreasonably withheld, and such
requirement shall be reasonably stated in the context of the premises and
purposes of this Lease. If a party shall desire the approval or consent of any
other party hereto to any matter, such party may give notice to such other party
that it requests such approval or consent, specifying in such notice the matter
as to which such approval or consent is requested and reasonable detail
respecting such matter. Such other party shall reply within ten (10) working
days (or such greater of lesser number of days as may herein be specified in a
particular case requiring consent or approval) after receipt thereof.
ARTICLE XXVII
RULES OF CONSTRUCTION
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All headnotes herein are for convenience of reference only and
shall not otherwise be deemed a part of this Lease or be considered in
interpreting the provisions hereof.
In the event that any one or more of the phrases, sentences,
clauses, paragraphs or sections contained in this Lease shall be declared
invalid by arbitration or by the final and unappealed order, decree or judgment
or any court, this Lease shall be construed as if such phrases, sentences,
clauses, paragraphs or sections had not been a part hereof.
Words importing the singular number shall include the plural
number and vice-versa.
All references herein to particular Articles or sections are
references to Articles or sections of this Lease.
ARTICLE XXVIII
FORCE MAJEURE
If Lessor or Lessee as a result of strikes, lockouts or labor
disputes, inability to obtain labor or material or reasonable substitutes
thereof, or acts of God, commotion, riot or insurrection, fire or other casualty
or other events similar or dissimilar to the foregoing but also beyond the
reasonable control of the party obligated to perform, shall fail punctually to
perform any term, covenant or condition on its part to be performed under this
Lease, then such failure shall be excused and not be an Event of Default by such
party, but only to the extent and for the time occasioned by such event.
Notwithstanding anything contained herein to the contrary, a lack of funds or an
inability to procure financing shall not be deemed an event beyond the
reasonable control of either party.
ARTICLE XXIX
NOTICES AND DEMANDS
A notice, demand, or other communication under this Lease by
either the Lessee or Lessor shall be sufficiently given or delivered, if it is
dispatched by registered or certified mail, return receipt requested, and for:
Lessee:
Edison Brothers Stores, Inc.
000 Xxxxxxxxxx Xxxxxx
X.X. Xxx 00000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Legal Department
Lessor:
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Land Clearance for Redevelopment
Authority of the City of St. Louis
0000 Xxxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Executive Director
or such other address and/or such other attention with respect to either such
party as the party may, from time to time designate in writing and forward to
the other.
Except as this Lease may otherwise expressly provide, Notice shall
be deemed given on the date of receipt marked on the return receipt in the case
of notice by mail.
ARTICLE XXX
WAIVER OF SUBROGATION
Each party hereto does hereby waive, remise, release and
discharge the other party, hereto and any officer, director, shareholder,
beneficiary, partner, agent, employee or representative of such party, of and
from any liability whatsoever hereafter arising from loss, damage or injury
cause by fire or other casualty for which insurance is carried or required to be
carried by the injured party at the time of such loss, damage or injury.
ARTICLE XXXI
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
Lessee's rights and obligations under the Lease are contingent
upon execution of an Agreement between the parties hereto and the Trustee for
the purchasers of Lessor's Garage bonds issued in 1982, in substantially the
terms of Exhibit C, attached hereto and incorporated herein, to provide for
non-disturbance of Lessee's rights under this Lease.
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Upon Lessor's request, Lessee will subordinate its rights
hereunder to the Liens of any first mortgages or any Lien resulting from any
method of financing or re-financing (hereinafter collectively referred to as
"mortgage") hereafter existing against all or a part of the Garage, and to all
renewals, modifications, replacements, consolidations and extensions thereof,
and shall execute and deliver all documents requested by a mortgagee or security
holder to effect such subordination, provided the mortgagee or security holder
agrees in writing that Lessee's obligations under this Lease shall not be
increased thereby and that if Lessor defaults under the mortgage, said mortgage
or security holder shall recognize this Lease and shall not disturb Lessee's
possession while Lessee is not in default hereunder.
(SEAL) EDISON BROTHERS STORES, INC.
ATTEST: By /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
/s/ X. Xxxxxx
------------------------------
(SEAL) LAND CLEARANCE FOR REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. LOUIS
ATTEST: By /s/ X. X. Xxxxxx
-----------------------------------
X. X. Xxxxxx, Executive Director
/s/ Xxx X. Hapenhorst
------------------------------
Assistant Secretary
Approved As To Legal Form And Adequacy:
/s/ Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx, General Counsel
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STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 22nd day of December, 1982, before me appeared X. X.
XXXXXX, to me personally known, who, being by me duly sworn, did say that he is
the Executive Director of the LAND CLEARANCE FOR REDEVELOPMENT AUTHORITY OF THE
CITY OF ST. LOUIS, a public body corporate and politic of the State of Missouri
and that the seal affixed to the foregoing instrument is the corporate seal of
said corporation, and said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Commissioners, and said X. X. XXXXXX
acknowledged said instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the City and State aforesaid, the day and year first above
written.
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------
Notary Public
(SEAL)
My Commission Expires:
October 7, 1985
------------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 15th day of December, 1982, before me appeared XXXXXX
X. XXXXXXXX, to me personally known, who being by me duly sworn, did say that he
is the Vice President of EDISON BROTHERS STORES, INC., a corporation organized
and existing under the laws of the State of Delaware, and that the seal affixed
to the foregoing instrument is the official seal of said corporation, and that
said instrument was signed and sealed in behalf of said corporation by authority
of its Board of Directors and said Vice President acknowledged said instrument
to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal in the City of St. Louis and State aforesaid, the day and year
first above written.
/s/ Xxx X. Xxxxxx
------------------------------------
Notary Public
(SEAL)
My Commission Expires:
January 22, 1985
------------------------------
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EXHIBIT "B"
Formula in computing administration charges:
A = Employee hourly rate (does not include vacation, sick or holiday
leave) equals Actual hours of all employees x rate + tax, F.I.C.A.,
health
B = LCRA total direct costs (employee yearly salary)
C = Ratio of A to B
D = LCRA indirect costs (overhead costs attributable to employee)
A + (C x D) = Charges
An additional prorated charge of employee's vacation, sick or holiday leave will
be charged at year end or at the end of such portion of the year as is
applicable.
EXAMPLE:
Employee - - - - - 5 hrs. @ 6.00 per hour
A - - - - - 5 x $6.00 = $30.00
B - - - - - $15,000 total LCRA direct costs
C - - - - - $30.00/$15,000 = .002
D - - - - - $10,000.00 LCRA indirect costs
$30.00 + ($10,000 x .002) = $50.00
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Form 6/7/82
Exhibit "C"
AGREEMENT
THIS AGREEMENT dated as of ____________, 1982, by and between EDISON
BROTHERS STORES, INC., a Delaware corporation, (the "Lessee"), LAND CLEARANCE
FOR REDEVELOPMENT AUTHORITY OF THE CITY OF ST. LOUIS, a public body corporate
and politic of the State of Missouri, (the "Lessor"), and THE BOATMEN'S NATIONAL
BANK OF ST. LOUIS, ( the "Trustee"), in its capacity as Trustee under an
Indenture of Trust ("Indenture") dated as of March 1, 1982, between Trustee and
Lessor.
WITNESSETH:
WHEREAS, Lessor issued its Series 1982, Parking Facility Mortgage
Revenue Bonds, ("Bonds"), to finance a portion of the estimated cost of
constructing a multi-level parking garage, (the "Garage"), on City Block 118 of
the City of St. Louis, Missouri; and
WHEREAS, the Bonds are secured by an Indenture of Mortgage and Deed of
Trust dated as of March 1, 1982, between Lessor and Trustee, encumbering the
real estate described in Exhibit A, attached hereto and incorporated herein by
reference ("City Block 118"); and
WHEREAS, Lessor and Lessee have entered into a certain Lease dated
_______ (the "Lease"), demising a portion of the Garage to be built on City
Block 118, which Lease provides that the parties thereto enter into an agreement
regarding their rights in the event of a default under the Indenture; and
WHEREAS, the parties hereto desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereof, the parties hereto stipulate, covenant and agree as follows:
1. Subordination. Lessee agrees that all rights of the Lessee under
the Lease shall be subject, junior and subordinate to the right of the Trustee
under the Indenture and to all renewals, modifications, consolidations,
replacements and extensions of the Indenture as fully as if such instruments had
been executed, delivered and recorded prior to the Lease, all on the conditions
and subject to the other provisions of this Agreement.
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2. Attornment. Lessee agrees to recognize the Trustee or any
purchaser at a foreclosure sale involving the Indenture as its Lessor under the
Lease without the necessity of any other or further attornment than in this
paragraph contained (and this paragraph shall be considered an attornment). If
any court holds the Lease to be terminated by reason of foreclosure of the
Indenture, this Agreement shall be deemed to be a new lease between the
purchaser at such foreclosure as Lessor, and Lessee as Lessee, for the balance
of the term of the Lease for the same demised premises at the same rental
therein provided and upon the same terms and conditions as therein provided.
Also, in the event of any such holding, at the written request of Lessee of the
purchaser at foreclosure, Lessee and purchaser at foreclosure shall execute and
deliver to each other a new lease for the balance of the term of the Lease for
the same demised premises at the same rental therein provided and upon the same
terms and conditions as therein provided.
3. Non-Disturbance. the Trustee agrees that so long as Lessee
shall not be in default under the Lease, any foreclosure of the Indenture (or
proceeding in respect thereof) shall not divest, impair, abrogate, modify or
otherwise adversely affect the interest and rights of Lessee under the Lease.
4. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their successors and
assigns, heirs, executors and administrators, including any purchaser at
foreclosure sale.
5. Governing Law. This Agreement shall be governed by the laws of the
State of Missouri
IN WITNESS WHEREOF, the undersigned have executed and delivered this as
of the day and year first above written.
ATTEST: EDISON BROTHERS STORES, INC.
/s/ X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------ ----------------------------------
(SEAL)
ATTEST: LAND CLEARANCE FOR REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. LOUIS
/s/ Xxx X. Hapenhorst By: /s/ X. X. Xxxxxx
------------------------------ ----------------------------------
(SEAL) X. X. Xxxxxx, Executive Director
Approved As To Legal Form And Adequacy:
/s/ Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx, General Counsel
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ATTEST: THE BOATMEN'S NATIONAL BANK OF ST.
ST. LOUIS
As Trustee
/s/ X. Xxxx By: /s/ Xxxxxx X. Xxxx
------------------------------ ----------------------------------
(SEAL) Xxxxxx X. Xxxx
Assistant Trust Officer Vice-President
3
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RESOLUTION NO. 3512
RESOLUTION APPROVING LEASE OF 250 PARKING SPACES
IN AUTHORITY'S CITY BLOCK 118 GARAGE
TO EDISON BROS. STORES, INC.
WHEREAS, the Land Clearance for Redevelopment Authority of the City of
St. Louis is constructing a public parking garage on City Block 118 in the City
of St. Louis; and
WHEREAS, Edison Bros. Stores, Inc. is planning construction of an
office building on City Block 119, adjacent to the Authority's garage on City
Block 118; and
WHEREAS, Edison Bros. Stores, Inc. has agreed to the terms of a Lease,
Form 9/29/82, for 250 parking spaces in the garage; and
WHEREAS, said Lease has been presented to this Board by the Staff of
the Authority, and the terms have been discussed by this Board; and
WHEREAS, Legal Counsel has advised this Board that the Lease, Form
9/29/82, is not contrary to any federal, state or local laws, ordinances or
regulations, or any contractual obligations of the Authority; and
WHEREAS, this Board has determined that it will be in the best
interests of the Authority and the City as a whole, as well as the development
of the St. Louis Centre Project, that the proposed Lease be entered into by the
Authority;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE
LAND CLEARANCE FOR REDEVELOPMENT AUTHORITY OF THE CITY OF ST. LOUIS THAT:
1. The Lease, Form 9/29/82, by and between Land Clearance for
Redevelopment Authority of the City of St. Louis and Edison Bros. Stores, Inc.
is hereby approved.
2. The Executive Director is hereby authorized and directed to
execute the Lease in substantially Form 9/29/82, and to take all other necessary
and proper actions to carry out the intent of this Resolution and the terms of
the Lease.
Approved by Board of Commissioners, Land Clearance Redevelopment
Authority of the City of St. Louis, October 20, 1982.
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Form: 7/20/84
ADDENDUM No. 1 TO
LEASE DATED DECEMBER 22, 1982
BY AND BETWEEN
LAND CLEARANCE FOR REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. LOUIS
AND EDISON BROTHERS STORES, INC.
WHEREAS, the Land Clearance for Redevelopment Authority of the city of
St. Louis ("Lessor") has entered into a Lease, dated December 22, 1982,
("Lease") with Edison Brothers Stores, Inc. ("Lessee") for 250 parking spaces on
the fifth parking level of Lessor's parking facility ("Garage") in the Xxxx
Xxxxx 000, Xxxx xx Xx. Xxxxx; and
WHEREAS, aforesaid Lease contains provisions whereby Lessee may
construct a walkway(s) within Lessor's Garage to connect Lessee's Office
Building with the west stairwell/elevator core of said Garage, subject to
certain conditions; and
WHEREAS, Lessee now wishes to construct certain office facilities,
along with a walkway on the first parking level near the northwest corner of the
Garage; and
WHEREAS, Lessee also wishes to construct an exit door from its Office
Building to the Garage on the first parking level near the northeast corner with
the right to exit the garage through the ease stairwell of the Garage and
another exit door on the fifth parking level near the center of the north wall
of the Garage; and
WHEREAS, Lessor and Lessee both acknowledge and agree that construction
of such office facilities within the Garage presents certain unusual problems,
due to the design and type of construction of the Garage; and
WHEREAS, Lessee is willing to take extra precaution and safeguards in
the construction of aforesaid office space and of its operation thereafter; and
WHEREAS, Lessee agrees to pay all of the cost of construction thereof
and all cost of maintenance, repair and security associated therewith;
NOW, THEREFORE, the parties hereto do mutually agree, as follows:
1. Article IX, Paragraph 3, Page 6 of the Lease is hereby amended to
permit Lessee to construct: a) office facilities on the first working level
(second floor) of the garage, along with a walkway connecting Lessee's Office
Building with the west stairwell/elevator core of the Garage, said space having
interior measurements of approximately 30 feet by 56 feet. Such
32
space is the equivalent of six parking spaces and shall be in lieu of six spaces
leased on the fifth level of the Garage. b) doorways from said Office Building
to Garage, one on the first parking level near the northeast corner of the
Garage and one on the fifth parking level near the center of the north wall of
the Garage. Neither doorway shall cause the loss of parking spaces unless Lessee
shall be required by the City to construct a walkway from doorways to a
stairway. Lessee shall present copies of all plans and specifications for such
work to Lessor for approval and they shall be dated and incorporated herein by
reference. Such plans shall be available at the offices of Lessor and Lessee at
all times. Lessor and Lessee agree, at Lessee's sole expense, to complete such
further documentation as the City may require in connection with any
walkway/stairwell (for exiting through the garage).
2. Lessee shall exercise extra caution and care in constructing all
alterations and improvements as provided for in the Lease and in Section 1
above, with particular care given to the drilling of holes and other
penetrations of floor slabs, columns and beams. Lessee shall employ an
independent testing laboratory to (1) locate post-tensioning tendons in the
floor slabs and beams before any drilling takes place; (2) observe drilling
operations; and (3) certify that no damage has been done to tendons. Lessee
shall be responsible for and pay all costs of waterproofing office and walkway
areas from leakage through floors above and exterior walls, as well as leakage
through floors to commercial space below, and shall be liable for any costs
caused by leakage.
3. Lessee shall during the term of the Lease maintain and keep in good
repair all of Lessee's improvements including waterproofing. Lessee shall make
no future alterations without consulting with Lessor and providing Lessor with
all plans and specifications requested by Lessor.
4. Upon the termination of the Lease or the cessation of use of any of
the improvements or alterations constructed by Lessee in or to the Garage,
Lessee shall, if requested by Lessor, restore all space, walls, floors,
structural and architectural elements to their original condition as parking
spaces and pay for any unrepaired damage.
5. Copies of floor plans showing the locations of the above referenced
exit doors and office facilities are attached hereto as Exhibit A, being dated
6/8/84, and are incorporated herein by reference. All further plans shall be
dated and approved in writing by
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Lessor and Lessee and shall be attached to Exhibit A. All approved plans shall
be available at the offices of Lessor and Lessee during normal working hours.
6. All other terms and conditions of the Lease shall remain in full
force and effect.
Executed this 4th day of October 1984
AND CLEARANCE FOR REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. LOUIS
(SEAL)
By /s/ X. X. Xxxxxx
-----------------------------------
X. X. Xxxxxx, Executive Director
/s/ Xxx X. Hapenhorst
------------------------------
Assistant Secretary
APPROVED AS TO LEGAL FORM AND ADEQUACY
/s/ Xxxxx Sugil
------------------------------
Assistant Counsel
ATTEST EDISON BROTHERS STORES, INC.
By /s/ X. Xxxxxx By /s/ X. X. Xxxxxx
---------------------------- -----------------------------------
Its Secretary Its Vice President
(SEAL)
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34
Form: 3/15/85
ADDENDUM NO. 2 TO LEASE DATED
DECEMBER 22, 1982 BY AND BETWEEN
LAND CLEARANCE FOR REDEVELOPMENT AUTHORITY OF
THE CITY OF ST. LOUIS AND EDISON BROTHERS STORES, INC.
WHEREAS, the Land Clearance for Redevelopment Authority of the
City of St. Louis ("Lessor") has entered into a Lease, dated December 22, 1982,
and Addendum No. 1 to said Lease dated October 4, 1984, ("Lease") with Edison
Brothers Stores, Inc. ("Lessee") for 250 parking spaces on the fifth parking
level of Lessor's parking facility ("Garage") in the Xxxx Xxxxx 000, Xxxx xx Xx.
Xxxxx; and
WHEREAS, aforesaid Lease contains provisions whereby Lessor and Lessee
are obligated to carry liability insurance coverage on the premises; and
WHEREAS, Lessee at the advice of its insurance agents desires certain
changes in Section VIII of said Lease, "Lessor and Lessee to Carry Liability
Insurance"; and
WHEREAS, Lessor and Lessee agree that it will be to the mutual benefit
of both parties to delete certain parts of Section VIII to the Lease; and
NOW, THEREFORE, the parties hereto do mutually agree, as follows:
1. Article VIII, Page 6, the words "a copy of all such policies" is
changed to "a certificate evidencing its required insurance".
2. Article VIII, Paragraph 1, Page 6, of the Lease is hereby amended
to delete Section (i), a cross liability clause; Section (iv) a waiver by the
insurer of any right of subrogation against the other party, its agents,
employees and representatives which arises or might arise by reason of any
payment under such policy or by reason of any act or omission of the other
party, its agents, employees or representatives; (v) a severability clause.
3. All other terms and conditions of the Lease and Addendum No. 1
shall remain in full force and effect.
Executed this 1st day of April, 1985
LAND CLEARANCE FOR REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. LOUIS
(SEAL)
By /s/ X. X. Xxxxxx
--------------------------------------
ATTEST: X. X. Xxxxxx, Executive Director
35
/s/ Xxx X. Hapenhorst
------------------------------
Assistant Secretary
APPROVED AS TO LEGAL FORM
AND ADEQUACY
/s/ Xxxxx Sugil
------------------------------
Acting General Counsel
EDISON BROTHERS STORES, INC.
(SEAL)
ATTEST: By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Vice President
/s/
------------------------------
Assistant Secretary
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