EXHIBIT 10.45
LEASE AGREEMENT
BETWEEN
SCHOTTENSTEIN TRUSTEES
AND
SCHOTTENSTEIN STORES CORP. DBA
SCHOTTENSTEIN'S DEPARTMENT STORE
PREMISES: 0000 X. Xxxx Xxxxxx
Xxxxxxxx, Xxxx
L E A S E
THIS AGREEMENT OF LEASE, made this 7th day of July, 1987, by and between
SCHOTTENSTEIN TRUSTEES, an Ohio General Partnership, (hereinafter referred to as
"Landlord"), with offices at 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000 and
SCHOTTENSTEIN STORES CORP. DBA SCHOTTENSTEIN'S DEPARTMENT STORE, a Delaware
Corporation (hereinafter referred to as "Tenant").
WITNESSETH:
SECTION 1. PREMISES
(a) Landlord, in consideration of the rents to be paid and covenants and
agreements to be performed by Tenant, does hereby lease unto Tenant the premises
in the Schottenstein's East Shopping Center (hereinafter referred to as the
"Shopping Center"), at 0000 X. Xxxx Xxxxxx in the City of Columbus, County of
Franklin, and State of Ohio. The location, size, and area of the demised
premises and of the Shopping Center shall be substantially as shown on Exhibit
"A" attached hereto. Exhibit "A" is identified by the signature of the parties
hereto and is hereby made a part hereof.
(b) The demised premises shall have a ground floor area of approximately
110,580 square feet.
SECTION 2. TERM
The term of this Lease shall be for a period of ten (10) years, beginning
on the commencement date (as hereinafter defined), except that if the
commencement date shall be a day other than the first day of a month, then the
period of time between the commencement date and the first day of the month next
following shall be added to the term of the Lease.
SECTION 3. COMMENCEMENT DATE
As herein used, the phrase "commencement date" shall mean August 1st,
1987.
SECTION 4. MINIMUM RENT
(a) Tenant shall pay to Landlord as rent for the demised premises in legal
tender of the United States the following sum: a minimum rental of (i) Thirty
Six Thousand Eight Hundred Sixty and no/100 Dollars ($36,860.00) during each
calendar month of years one (1)
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through five (5) of the initial term of this Lease; and (ii) Thirty Nine
Thousand One Hundred Sixty Three and 75/100 Dollars ($39,163.75) during each
calendar month of years six (6) through ten (10) of the initial term of this
Lease, payable in advance on the first (1st) day of each and every calendar
month; and
(b) If the Lease term shall commence on a day other than the first day of
a calendar month or shall end on a day other than the last day of a calendar
month, the minimum rental for such first or last fractional month shall be such
proportion of the monthly minimum rental as the number of days in such
fractional month bears to the total number of days in such calendar month.
(c) Until further notice to Tenant, all rental payable under this Lease
shall be payable to Landlord and mailed to Landlord at 0000 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxx 00000-0000.
SECTION 5. PERCENTAGE RENT
(a) Tenant shall pay to Landlord as additional rent, a percentage rental
of two percent (2%) of the "gross receipts" as hereinafter defined, which exceed
(i) Twenty Two Million One Hundred Sixteen Thousand and no/100 Dollars
($22,116,000.00) during any one lease year of years one (1) through five (5) of
the initial term of this Lease; and (ii) Twenty Three Million Four Hundred
Ninety Eight Thousand Two Hundred Fifty and no/100 Dollars ($23,498,250.00)
during any one lease year of years six (6) through ten (10) of the initial term
of this Lease; and (iii) Twenty Four Million Eight Hundred Eighty Thousand Five
Hundred and no/100 Dollars ($24,880,500.00) during any one lease year of the
first (1st) option period of this Lease; and (iv) Twenty Six Million Two Hundred
Sixty Two Thousand Seven Hundred Fifty and no/100 Dollars ($26,262,750.00)
during any one lease year of the second (2nd) option period of this Lease.
(b) Lease years shall consist of consecutive twelve (12) calendar month
periods commencing from the commencement of the term of this Lease; provided,
however, that if this Lease commences on a day other than the last day of a
calendar month, then the first Lease year shall consist of such fractional month
plus the next succeeding twelve (12) full calendar months, and the last Lease
year shall consist of the period commencing from the end of the next preceding
Lease year and ending with the end of the term of the Lease whether by
expiration
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of term or otherwise. In the event percentage rental shall commence to accrue on
a day other than the first day of a Lease year, the percentage rental basis set
forth above shall for such Lease year be increased by a fraction, the numerator
of which shall be the number of days remaining in such Lease year and the
denominator of which shall be 365.
(c) Each Lease year shall constitute a separate accounting period, and the
computation of percentage rental due for any one period shall be based on the
gross receipts for such receipts of any Lease year.
(d) The term "gross receipts" as used in this Lease is hereby defined to
mean the gross dollar aggregate of all sales or rental or manufacture or
production of merchandise and all services, income and other receipts whatsoever
of all business conducted in, at or from any part of the demised premises,
whether for cash, credit, check, charge account, gift or merchandise certificate
purchased or for other disposition of value regardless of collection. Should any
departments, divisions or parts of Lessee's business be conducted by any
subleases, concessionaires, licensees, assignees or others, then there shall be
included in Lessee's "gross sales," all "gross sales" of such department,
division or part, whether the receipts be obtained at the demised premises or
elsewhere in the same manner as if such business had been conducted by Lessee.
Gross Receipts shall exclude the following: (i) any amount representing sales,
use, excise or similar taxes; (ii) the amount of refunds, exchanges or returns
by customers or allowances to customers.
(e) The percentage rental, if any shall be owing, shall be paid within
thirty (30) days after the end of each Lease year, accompanied by a statement in
writing signed by Tenant setting forth its gross receipts from the sale of all
items for such Lease year. Tenant shall keep at its principal executive offices,
where now or hereafter located, true and accurate accounts of all receipts from
the demised premises. Landlord, its agents and accountants, shall have access to
such records at any and all times during regular business hours for the purpose
of examining or auditing the same without expense to Tenant. Tenant shall also
furnish to Landlord any and all supporting data in its possession relating to
gross sales and any deductions
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therefrom as Landlord may reasonably require. Landlord agrees to keep any
information obtained therefrom confidential, except as may be required for
Landlord's tax returns, or in the event of litigation or arbitration where such
matters are material.
(f) Tenant shall at all times maintain continuous tape or "locked-in" cash
registers which shall be available for Landlord's inspection at any reasonable
time.
(g) If Landlord, for any reason, questions or disputes any statement, then
Landlord, at its own expense, shall employ such Certified Public Accountants as
Landlord may select to audit and determine the amount of gross sales for the
period or periods covered by such statements. If the report of the Certified
Public Accountants employed by Landlord shall show any additional Percentage
rents payable by Tenant, then Tenant shall pay to Landlord such additional
percentage rents plus interest at one (1) point over the prime rate within
thirty (30) days after such report has been forwarded to Tenant, unless Tenant
shall, within said thirty (30) day period, notify Landlord that Tenant questions
or disputes the correctness of such report. In the event that Tenant questions
or disputes the correctness of such report, the accountants employed by Tenant
and the accountants employed by Landlord shall endeavor to reconcile the
question or dispute within thirty (30) days after the notice from Tenant
questioning or disputing the report of Landlord's accountants. In the event that
it is finally determined by the parties that Tenant has understated percentage
rent for any Lease year by three percent (3%) or more, than Tenant shall pay the
cost of the audit.
SECTION 6. RIGHT TO REMODEL
Tenant may, with Landlord's approval and at Tenant's expense, make repairs
to and alterations in the premises and remodel the demised premises, excepting
structural changes, in such manner and to such extent as may from time to time
be deemed necessary by Tenant for adapting the demised premises to the
requirements and uses of Tenant and for the installation of its fixtures,
appliances and equipment. All plans for such remodeling shall be submitted to
Landlord for endorsement of its approval prior to commencement of work. Upon
Landlord's request, Tenant shall be obligated, if it remodels and/or alters the
demised premises, to restore the demised premises upon
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vacating the same. Tenant will indemnify and save harmless the Landlord from and
against all mechanics liens or claims by reason of repairs, alterations or
improvements which may be made by Tenant on the leased premises.
SECTION 7. UTILITIES
The Tenant agrees to be responsible and pay for all public utility
services rendered or furnished to the leased premises during the term hereof,
including heat, water, gas, electric, etc., together with all taxes, levies or
other charges on such utility services. Should any utility service not be
separately metered, then Tenant shall be responsible for its prorata share
thereof as determined from time to time and billed by Landlord. Landlord shall
not be liable for the quality or quantity of or interference involving such
utilities unless due directly to Landlord's negligence.
During the term hereof or any renewal or extension period, whether the
premises are occupied or unoccupied, Tenant agrees to maintain heat sufficient
to heat the premises so as to avert any damage to the premises on account of
cold weather.
SECTION 8. GLASS
The Tenant shall maintain the glass part of the leased premises, promptly
replacing any breakage and fully saving the Landlord harmless from any loss,
cost or damage resulting from such breakage or the replacement thereof.
SECTION 9. PERSONAL PROPERTY
The Tenant further agrees that all personal property of every kind or
description that may at any time be in or on the premises shall be at the
Tenant's sole risk, or at the risk of those claiming under the Tenant, and that
the Landlord shall not be liable for any damage to said property or loss
suffered by the business or occupation of the Tenant caused in any manner
whatsoever.
SECTION 10. RIGHT TO MORTGAGE
(a) Landlord reserves the right to subject and subordinate this Lease at
all times to the lien of any deed of trust, mortgage or mortgages now or
hereafter placed upon Landlord's interest in the demised premises; provided,
however, that no default by Landlord, under any deed of trust, mortgage or
mortgages, shall affect Tenant's rights under this Lease, so long as Tenant
substantially performs the
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obligations imposed upon it hereunder. Tenant shall execute any instrument
presented to Tenant for the purpose of effecting such subordination. If Tenant,
within ten (10) days after submission of such instrument, fails to execute same,
Landlord is hereby authorized to execute same as attorney-in-fact for Tenant. It
is a condition, however, to the subordination and lien provisions herein
provided, that Landlord shall procure from any such mortgagee an agreement in
writing, which shall be delivered to Tenant or contained in the aforesaid
subordination agreement, providing in substance that so long as Tenant shall
faithfully discharge the obligations on its part to be kept and performed under
the terms of this Lease, its tenancy will not be disturbed nor this Lease
affected by any default under such mortgage. Notwithstanding anything contained
in this Lease to the contrary, Tenant shall not have the right to terminate this
Lease in accordance with the provisions contained herein so long as this Lease
is assigned as additional security for any first institutional loan covering the
demised premises.
(b) Wherever notice is required to be given to Landlord pursuant to the
terms of this Lease, Tenant will likewise give such notice to any first
mortgagee of which it has received legal notice. Furthermore, such mortgagee
shall have the same rights to cure any default on the part of Landlord that
Landlord would have had.
SECTION 11. SUBLEASE OR ASSIGNMENT
The Tenant further covenants and agrees not to assign or sublet the
demised premises or any part of same, or in any other manner transfer the Lease
Agreement, leasehold or demised premises, without the prior written consent of
Landlord. In the event of such subletting or assignment, Tenant shall remain
liable.
SECTION 12. COMMON AREAS
Common areas means all areas and facilities in the Shopping Center
provided and so designated by Landlord or otherwise made available by the owner
or Tenant thereof, for the common use and benefit of tenants of the Shopping
Center and their customers, employees and invitees. Common areas shall include
(to the extent the same are constructed), but not be limited to, the parking
areas, sidewalks, landscaped areas, corridors, stairways, boundary walls and
fences, incinerators, truckways, service roads, and service areas.
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SECTION 13. OPERATION OF COMMON AREAS
(a) Landlord shall, throughout the term hereof, operate and maintain the
common areas including the parking areas, substantially as shown on Exhibit "A,"
for the use and benefit of the tenants of the Shopping Center and their
customers and invitees. Landlord shall at all times have exclusive control of
the common areas and may at any time and from time to time: (i) promulgate,
modify and amend reasonable rules and regulations for the use of the common
areas, which rules and regulations shall be binding upon the Tenant upon a
delivery of a copy thereof to the Tenant; (ii) temporarily close any part of the
common areas, including but not limited to closing the streets, sidewalks, road
or other facilities to the extent necessary to prevent a dedication thereof or
the accrual of rights of any person or of the public therein; (iii) exclude and
restrain anyone from the use or occupancy of the common areas or any part
thereof except bona fide customers and suppliers of the tenants of the Shopping
Center who use said areas in accordance with the rules and regulations
established by Landlord; (iv) engage others to operate and maintain all or any
part of the common areas, on such terms and conditions as Landlord shall, in its
sole judgment, deem reasonable and proper; and (v) make such changes in the
common areas as in its opinion are in the best interest of the Shopping Center,
including but not limited to changing the location of walkways, service areas,
driveways, entrances, existing automobile parking spaces and other facilities,
changing the direction and flow of traffic and establishing prohibited areas.
(b) Tenant shall keep all common areas free of obstructions created or
permitted by Tenant. Tenant shall permit the use of the common areas only for
normal parking and ingress and egress by its customers and suppliers to and from
the premises. If in Landlord's opinion unauthorized persons are using any of the
common areas by reason of Tenant's occupancy of the premises, Tenant shall, upon
Landlord's demand, enforce Landlord's rights against all such unauthorized
persons. Landlord shall nonetheless have the right at any time to remove any
such unauthorized persons from said areas or to restrain unauthorized persons
from said areas. Landlord, Tenant, and others constructing improvements or
making repairs or alterations in
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the Center shall have the right to make reasonable use of portions of the common
areas.
SECTION 14. COMMON AREA MAINTENANCE, TENANT'S SHARE
(a) Tenant will pay as additional rental, simultaneously with the minimum
monthly rental called for under Paragraph 4, its prorata share of the
"maintenance cost" for the operation and maintenance of the common areas.
(b) The Maintenance Costs for the common areas shall be computed on an
accrual basis, under generally accepted accounting principles, and shall, by way
of example but not limitation, include: (i) cost of labor (including workmen's
compensation insurance and payroll taxes); (ii) materials, and supplies used or
consumed in the maintenance or operation of the common area; (iii) the cost of
operating, and repairing of the lighting; (iv) cleaning, painting, removing of
rubbish or debris, snow and ice, policing, and inspecting the common areas; (v)
the cost of repairing and/or replacing paving, curbs, walkways, markings,
directional or other signs; landscaping, and drainage and lighting facilities;
(vi) rental paid for maintenance machinery and equipment; and (vii) a reasonable
allowance to Landlord for Landlord's supervision, which allowance shall not in
an accounting year exceed fifteen percent (15%) of the total of all Maintenance
Costs for such accounting year. Maintenance Costs shall not include depreciation
or any costs properly chargeable to a capital account under generally accepted
accounting principles.
(c) Landlord shall maintain accurate and detailed records of all
Maintenance Costs for the common areas in accordance with generally accepted
accounting principles. Tenant's proportionate share of the Maintenance Costs of
the common areas shall be a fraction, the numerator of which shall be the floor
area of the premises and the denominator of which shall be the gross leasable
area (in square feet) of all buildings in the Shopping Center.
(d) Tenant's proportionate share of all Maintenance Costs shall be
computed by Landlord within sixty (60) days after the end of each accounting
year (which Landlord may change from time to time). At this time Landlord shall
furnish to Tenant a statement showing in reasonable detail the actual
Maintenance Costs incurred during such accounting year and Tenant's
proportionate share thereof (prorated for
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any partial Lease year, with appropriate adjustments to reflect any change in
the floor area of the premises or the gross leasable area of a building
occurring during such accounting year). To the extent Tenant's share of such
costs differs from the sum paid by Tenant in respect to such year, the
difference shall be billed to and paid by Tenant within thirty (30) days after
Tenant's receipt of said xxxx.
SECTION 15. EMINENT DOMAIN
(a) In the event the entire premises or any part of the building shall be
taken or condemned either permanently or temporarily for any public or
quasipublic use or purpose by any competent authority in appropriation
proceedings or by any right of eminent domain, the entire compensation or award
therefore, including leasehold, reversion and fee, shall belong to the Landlord.
(b) In the event only a portion of the premises, not exceeding twenty
percent (20%) of same, shall be so taken or condemned, and the portion of the
premises not taken can be repaired within ninety (90) days from the date of
which possession is taken for the public use so as to be commercially fit for
the operation of Tenant's business, the Landlord at its own expense shall so
repair the portion of the premises not taken and there shall be an equitable
abatement of rent of the remainder of the term and/or extended terms. If the
portion of the premises not taken cannot be repaired within ninety (90) days
from the date of which possession is taken so as to be commercially fit for the
operation of Tenant's business then this Lease shall terminate and become null
and void from the time possession of the portion taken is required for public
use, and from that date on the parties hereto shall be released from all
obligation hereunder except as herein stated, no other taking, appropriation or
condemnation shall cause this Lease to be terminated. Any such appropriation or
condemnation proceedings shall not operate as or be deemed an eviction of Tenant
or a breach of Landlord's covenant of quiet enjoyment.
(c) In the event that more than 20% of the demised premises shall at any
time after the execution of this Lease be taken by public or quasipublic use or
condemned under eminent domain, then at the option of the Landlord or Tenant
upon the giving of thirty (30) days written notice (after such notice of
condemnation), this Lease shall
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terminate and expire as of the date of such taking and any prepaid rental shall
be prorated as of the effective date of such termination.
SECTION 16. TENANT'S TAXES
Tenant further covenants and agrees to pay promptly when due all taxes
assessed against Tenant's fixtures, furnishings, equipment and stock-in trade
placed in or on the premises during the term of this Lease.
SECTION 17. RISK OF GOODS
All personal property, goods, machinery, and merchandise in said premises
shall be at Tenant's risk if damaged by water, fire, explosion, wind or accident
of any kind.
SECTION 18. USE AND OCCUPANCY
The demised premises during the term of this Lease shall be occupied for
the operating and conducting therein of a discount department store and for no
other purpose whatsoever without prior consent of Landlord in writing. Tenant
shall at all times, conduct its operations on the demised premises in a lawful
manner and in compliance with all governmental laws, rules, regulations and
orders applicable to the business of Tenant; excluding, however, obligations of
the Landlord hereunder. Tenant covenants and agrees that the demised premises
shall not be abandoned or left vacant and shall be continuously used, occupied
and open for business from at least 10:00 a.m. to at least 9:00 p.m. of each
business day.
SECTION 19. NUISANCES
Tenant shall not perform any acts or carry on any practice which may
injure the demised premises or be a nuisance or menace to other tenants in the
Shopping Center of which the demised premises are a part. Landlord shall not
perform and shall not permit any other tenant or occupant of the Shopping Center
to perform any acts or carry on any practices which would injure the demised
premises or be a nuisance or menace to the Tenant or which would interfere with
the right of quiet enjoyment granted to the Tenant or to other tenants and
occupants of the Shopping Center.
SECTION 20. WASTE AND REFUSE REMOVAL
Tenant covenants that it will use, maintain and occupy said premises in a
careful, safe, lawful and proper manner and will not commit waste therein.
Landlord shall have access at all reasonable
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times to the subject premises for purposes of inspecting and examining the
condition and maintenance of the subject premises. Tenant agrees to remove all
refuse from the demised premises in a timely, clean and sanitary manner. Refuse
is either to be kept within the demised premises until removed therefrom or
tenant agrees to provide a refuse collection container at the rear of the
demised premises to accommodate tenants refuse. In this event tenant shall
contract with a licensed/insured refuse collection contractor to timely remove
refuse therefrom. The location of the container is to be approved by Landlord.
SECTION 21. FIRE REBUILDING AND ALTERING
(a) Landlord shall at all times during the term of this Lease carry fire,
casualty, and extended coverage insurance on all the buildings and permanent
improvements in the Shopping Center.
(b) If the demised premises or any permanent additions or leasehold
improvements thereto shall be damaged, destroyed, or rendered untenantable, in
whole or in part, by or as the result or consequence of fire or other casualty
during the term hereof, Landlord shall repair and restore the same to a good
tenantable condition with reasonable dispatch. During such period of repair, the
rent herein provided for in this Lease shall xxxxx: (i) entirely in case the
whole premises are untenantable, and if Tenant determines in good faith it
cannot economically conduct business from the undamaged portion of the demised
premises; (ii) and proportionately if only a portion is untenantable and Tenant
is able to 'conduct its business from the undamaged portion of the demised
premises. Said abatement shall cease at such time as the premises shall be
restored to a tenantable condition.
(c) In the event the demised premises, because of such damage or
destruction, are not repaired and restored to tenantable condition with
reasonable dispatch within one hundred fifty (150) days from the date of receipt
of insurance proceeds for such damage or destruction, Tenant or Landlord may, at
its option, terminate this Lease by giving sixty (60) days prior written notice
to the other party and thereupon Landlord and Tenant shall be released from all
future liability and obligations under this Lease.
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(d) If the demised premises are damaged or destroyed during the last two
(2) years of the original or any extended term of this Lease, to the extent of
more than one-third (1/3) of the ground floor area thereof, Landlord shall have
the right to terminate this Lease by written notice to Tenant within sixty (60)
days following such damage or destruction, unless Tenant shall, within thirty
(30) days following receipt of such notice, offer to extend the term of this
Lease for an additional period of five (5) years from the date such damage or
destruction is repaired and restored. If Tenant makes said offer to extend,
Landlord and Tenant shall determine the terms and conditions of said extension
within thirty (30) days thereafter or Tenant's offer shall not be deemed to
estop Landlord from cancelling this Lease. If the terms and conditions have been
mutually agreed to by the parties, then Landlord shall accept Tenant's offer and
shall repair and restore the premises within the time and in the manner set
forth above.
SECTION 22. LANDLORD REPAIRS
(a) Landlord shall keep in good order, condition, and repair the
following: (i) structural parts; (ii) exterior foundations; (iii) exterior walls
(except for interior faces); (iv) downspouts; (v) gutters; and (vi) the roof of
the Building of which the demised premises form a part, and the plumbing and
sewage system outside said building, except (as to all items) for damage caused
by any negligent act or omission of Tenant or its customers, employees, agents,
invitees, licensees or contractors. "Structural parts" shall mean only the
following: (i) foundations; (ii) exterior walls; (iii) concrete slabs; (iv) the
beams and columns bearing the main load of the roof; and (v) the floors (but not
floor coverings).
(b) Notwithstanding the provisions of Paragraph (a) above, Landlord shall
not be obligated to repair the following: (i) the exterior or interior of any
doors, windows, plate glass, or showcases surrounding the premises or the store
front; (ii) heating, ventilating or air-conditioning equipment in the premises;
(iii) damage caused by any casualty, burglary, break-in, vandalism, war or act
of God; and (iv) in any case until after ten (10) days' notice from Tenant
stating the need for repairs. Tenant expressly hereby waives the provisions of
any law permitting repairs by a tenant at Landlord's expense.
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SECTION 23. TENANT'S REPAIRS
(a) Tenant shall keep and maintain, at Tenant's expense, all and every
other part of the premises in good order, condition and repair, including, by
way of example but not limitation: (i) all leasehold improvements; (ii) all
heating, ventilating, and air conditioning; (iii) interior plumbing and sewage
facilities; (iv) all interior lighting; (v) electric signs; (vi) all interior
walls; (vii) floor coverings; (viii) ceilings; (ix) appliances and equipment;
(x) all doors, exterior entrances, windows and window mouldings; (xi) plate
glass; (xii) signs and showcases surrounding and within the premises; (xiii) the
store front; (xiv) sprinkler systems including supervisory alarm service in
accordance with current local and state fire protection standards. Moreover, it
shall be Tenant's responsibility to contact the Commercial Property Manager at
0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000, (000) 000-0000, in the event the
sprinkler system in the demised premises is ever shut off for any reason; and
(xv) any damages occasioned or caused by the actions of Tenant, its agents,
invitees, or employees as a result of Tenant's repair obligation hereunder.
(b) If Landlord deems any repair which Tenant is required to make
hereunder to be necessary, Landlord may demand that Tenant make such repair
immediately. If Tenant refuses or neglects to make such repair and to complete
the same with reasonable dispatch, Landlord may make such repair and Tenant
shall, on demand, immediately pay to Landlord the cost of said repair, together
with interest at ten percent (10%) per annum. Landlord shall not be liable to
Tenant for any loss or damage that may accrue to Tenant's stock or business by
reason of such work or its results.
(c) Landlord's roofer is the only contractor permitted access to or to
perform alterations of any kind to to the roof of the building.
SECTION 24. COVENANT OF TITLE AND PEACEFUL POSSESSION
Subject to the provisions of Paragraph 10 hereof, Landlord shall, on or
before the date on which Tenant is permitted to install its merchandise and
fixtures in the building to be constructed, have good and marketable title to
the demised premises in fee simple and the right to make this Lease for the term
aforesaid. At such time, Landlord shall put Tenant into complete and exclusive
possession of the premises, and if Tenant shall pay the rental and perform all
the
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covenants and provisions of this Lease to be performed by the Tenant, Tenant
shall, during the term hereby demised, freely, peaceably, and quietly enjoy and
occupy the full possession of the demised premises and the common facilities and
the tenements, hereditaments, and appurtenances thereunto belonging or in
anywise appertaining, without molestation or hindrance by any person whomsoever.
SECTION 25. LIABILITY INSURANCE
Tenant agrees to carry at its own expense, throughout this Lease, public
liability insurance covering the premises and Tenant's use thereof, which
insurance shall include Landlord as an additional named insured, in companies
and in a form satisfactory to Landlord, with minimums of the following: (i)
Three Hundred Thousand Dollars ($300,000.00) on account of bodily injuries to or
death of one person; (ii) Five Hundred Thousand Dollars ($500,000.00) on account
of bodily injuries to or death of more than one person as a result of any one
accident or disaster; and (iii) with One Hundred Thousand Dollars ($100,000.00)
coverage for property damaged in an accident, and to deposit said policy or
policies or certificates thereof with Landlord prior to the date of occupancy by
Tenant. Such liability insurance policy or policies and the certificate shall
bear endorsements to the effect that the insurer agrees to notify Landlord not
less than ten (10) days in advance of modification of cancellation thereof.
SECTION 26. REAL ESTATE TAXES
Tenant shall pay Tenant's Proportionate Share (as hereinafter defined) of
any real estate taxes imposed upon the Shopping Center for each Lease Year
included within the period commencing with the Commencement Date and ending with
the expiration of the initial and any renewal term of this Lease. For each Lease
Year, "Tenant's Proportionate Share" of the real estate taxes upon the Shopping
Center (including the Common Area) shall be the product of such taxes multiplied
by a fraction, the numerator of which shall be the ground floor area, (expressed
in square feet) in the Demised Premises and the denominator of which shall be
the gross floor area (expressed in square feet) of all buildings in the Shopping
Center.
For the purpose of this Lease, the term "real estate taxes" shall include
any special assessments, water and sewer rents and other governmental
impositions imposed upon or against the Shopping Center
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of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen
and unforeseen and each and every installment thereof, which shall or may during
the lease term be levied, assessed or imposed upon or against such Shopping
Center. Notwithstanding any provision of this Lease to the contrary, Tenant
shall not be obligated to pay for any assessment for special improvements
heretofore installed or in the process of installation in connection with the
initial development of the Shopping Center, and Landlord hereby agrees to pay
for the same.
The real estate taxes for any Lease Year shall be the real estate taxes
for the tax year terminating during said Lease Year. If any Lease Year shall be
greater than or less than twelve (12) months, or if the real estate tax year
shall be changed, an appropriate adjustment shall be made. If there shall be
more than one taxing authority, the real estate taxes for any period shall be
the sum of the real estate taxes for said period attributable to each taxing
authority. If, upon the assessment day for real estate taxes for any tax year
fully or partly included within the term of this Lease, a portion of such
assessment shall be attributable to buildings in the process of construction, a
fair and reasonable adjustment shall be made to carry out the intent of the
parties.
Landlord shall submit to Tenant true copies of the real estate tax xxxx
for each tax year or portion of a tax year included within the term of this
Lease and shall xxxx Tenant for any amount that may be payable by Tenant. Said
xxxx shall be accompanied by a computation of the amount payable by Tenant and
such amount shall be paid by Tenant within thirty (30) days after receipt of
said xxxx.
Should the State of Ohio or any political subdivision thereof or any
governmental authority having jurisdiction thereof, impose a tax and/or
assessment (other than an income or franchise tax) upon or against the rentals
payable hereunder, in lieu of assessments levied or assessed against the Demised
Premises, or Shopping Center, or in addition thereto, such tax and/or assessment
shall be deemed to constitute a tax on real estate for the purpose of this
section.
SECTION 27. TENANT'S INSURANCE CONTRIBUTION
Tenant shall pay as additional rent, Tenant's Proportionate Share (as
hereinafter defined) of the premiums for the insurance required
-15-
under this Article on all buildings and improvements constituting the Shopping
Center for each Lease Year during the term of this Lease. Tenant's Proportionate
Share of such premiums shall be the product of the sum of such premium
multiplied by a fraction, the numerator of which shall be the total gross floor
area, expressed in square feet of the Demised Premises and the denominator of
which shall be the gross floor area, expressed in square feet of all buildings
in the Shopping Center. The premiums for the first and last Lease Years shall be
prorated. Tenant shall pay Tenant's Proportionate Share of such premiums
annually upon demand for such payment by Landlord; which demand shall be
accompanied by a photocopy of the invoice for such premium and a computation of
the amount payable by Tenant and such Tenant's Proportionate Share shall be paid
by Tenant within thirty (30) days after Landlord's demand therefor.
SECTION 28. FIXTURES
Provided that Tenant shall repair any damage caused by removal of its
property and provided that the Tenant is not in default under this Lease, Tenant
shall have the right to remove from the demised premises all of its signs,
shelving, electrical, and other fixtures and equipment, window reflectors and
backgrounds and any and all other trade fixtures which it has installed in and
upon the demised premises.
SECTION 29. SURRENDER
The Tenant covenants and agrees to deliver up and surrender to the
Landlord the physical possession of the premises upon the expiration of this
Lease or its termination as herein provided in as good condition and repair as
the same shall be at the commencement of the original term, loss by fire and/or
ordinary wear and tear excepted and to deliver all of the keys to the Landlord
or Landlord's agents.
SECTION 30. HOLDING OVER
There shall be no privilege of renewal hereunder (except as specifically
set forth in this Lease) and any holding over after the expiration by the Tenant
shall be from day to day on the same terms and conditions (with the exception of
rental which shall be prorated on a daily basis at twice the daily rental rate
of the most recent expired term) at Landlord's option; and no acceptance of rent
by or act or statement whatsoever on the part of the Landlord or his duly
-16-
authorized agent in the absence of a written contract signed by Landlord shall
be construed as an extension of the term or as a consent for any further
occupancy.
SECTION 31. NOTICE
Whenever under this Lease provisions are made for notice of any kind to
Landlord, it shall be deemed sufficient notice and sufficient service thereof if
such notice to Landlord is in writing, addressed to Landlord at 0000 Xxxxxx
Xxxxxx, Xxxxxxxx, Xxxx 00000-0000, or at such address as Landlord may notify
Tenant in writing, and deposited in the United States mailed by REGISTERED OR
CERTIFIED MAIL, return receipt requested, with postage prepaid or Federal
Express, Express Mail or such other expedited mail service as normally results
in overnight delivery, with a copy of same sent in like manner to Director of
Real Estate, 0000 Xxxxx Xxxx, Xxxxxxxx, Xxxx 00000. Notice to Tenant shall be
sent in like manner to the demised premises.
SECTION 32. DEFAULT
If said rent or any part thereof shall at any time be in arrears and
unpaid for ten (10) days after written notice from Landlord or if said Tenant or
its successors shall fail to keep and perform any of the covenants, agreements,
or conditions of this Lease on its part to be performed, and the breach is not
cured within thirty (30) days after written notice from Landlord, or if said
Tenant shall abandon or vacate said premises during the term thereof, or shall
make an assignment for the benefit of creditors, or if a receiver for the Tenant
hereunder be appointed in any action or proceeding by or against the Tenant or
if a petition (voluntary or involuntary) under the Federal Bankruptcy File Act
or Acts amendatory thereof or supplemental thereto shall be filed by or against
the Tenant, or if the Tenant should be adjudicated bankrupt, or if the interest
of the Tenant in said premises shall be sold under execution or other legal
process, the Landlord may enter in and upon said premises and again have and
repossess and enjoy the same as if this Lease had not been made and, thereupon
this Lease and everything contained herein on the part of said Landlord to be
kept and performed shall cease and determine and be utterly void, without
prejudice, however, to the right of the Landlord to recover from said Tenant or
its successors all rent due up to the time of such entry. The commencement of a
-17-
proceeding or suit in forcible entry and detainer or in ejectment or otherwise,
after any default by the Tenant, shall be equivalent in every respect to actual
entry by the Landlord. In case of any such default by said Tenant and entry by
said Landlord, said Landlord may relet said premises at Tenant's cost (including
but not limited to brokers and attorneys fees) for the remainder of said term
for the highest rent obtainable, and may recover from said Tenant any deficiency
between the amount so obtained and the amount of rent hereinbefore reserved. In
the event of litigation regarding said default, Tenant shall be responsible for
Landlord's reasonable attorney's fees.
SECTION 33. WAIVER OF SUBROGATION
Landlord and Tenant hereby release each other from any and all liability
or responsibility (to the other or any one claiming through or under them by way
of subrogation or otherwise) for any loss or damage to property caused by fire
or any of the extended coverage or supplementary insurance contract casualties
even if such fire or other casualty shall have been caused by the fault or
negligence of the other party or any one for whom such party may be responsible;
provided, however, that this release shall be applicable and in force and effect
only with respect to loss or damage occurring during such time as the releasor's
policies shall contain a clause or endorsement to the effect that any such
release shall not adversely affect or impair or prejudice the right of the
releasor to recover thereunder. Landlord and Tenant each agree that their
policies will include such clause or endorsement so long as the same is
obtainable and if not obtainable, shall so advise the other in writing and such
notice shall release both parties from the obligation to obtain such a clause or
endorsement.
SECTION 34. EXCULPATION
If the Tenant obtains a money judgment against Landlord, any of its
partners or its successors or assigns under any provisions of or with respect to
this Lease or on account of any matter, condition or circumstance arising out of
the relationship of the parties under this Lease, Tenant's occupancy of the
building or Landlord's ownership of the Center, Tenant shall be entitled to have
execution upon such judgment only upon Landlord's fee simple or leasehold estate
in the
-18-
Center (whichever is applicable) and not out of any other assets of Landlord,
any of its partners or its successor or assigns; and Landlord shall be entitled
to have any such judgment so qualified as to constitute a lien only on said fee
simple or leasehold estate.
If Landlord transfers its estate in the premises subject to this Lease,
Landlord shall thereafter be relieved of all obligations of Landlord expressed
in this Lease or implied by law and which are subsequent to said transfer and/or
sublease.
SECTION 35. RIGHTS CUMULATIVE
Unless expressly provided to the contrary in this Lease, each and every
one of the rights, remedies and benefits provided by this Lease shall be
cumulative and shall not be exclusive of any other of such rights, remedies and
benefits or of any other rights, remedies and benefits allowed by law; provided,
however, that this Lease shall not be cancellable except for default of Tenant
except as otherwise specifically provided herein.
SECTION 36. MITIGATION OF DAMAGES
Notwithstanding any of the terms and provisions herein contained to the
contrary, Landlord and Tenant shall each have the duty and obligation to
mitigate, in every reasonable manner, any and all damages that may or shall be
caused or suffered by virtue of defaults under or violation of any of the terms
and provisions of this Lease agreement committed by the other.
SECTION 37. SIGNS
No signs, whether building, free-standing, pylon or other signs, shall be
placed within the Shopping Center except as such sign shall comply with sign
criteria established by Landlord and with the prior written consent of Landlord
to sign drawings submitted to Landlord by Tenant.
SECTION 38. ENTIRE AGREEMENT
This Lease shall constitute the entire agreement of the parties hereto;
all prior agreements between the parties, whether written or oral, are merged
herein and shall be of no force and effect. This Lease cannot be changed,
modified, or discharged orally but only by an agreement in writing signed by the
party against whom enforcement of the change, modification or discharge is
sought.
-19-
SECTION 39. LANDLORD'S LIEN
In the event of default, Landlord shall by the execution of this Lease
have a lien for the performance of any and all obligations of Tenant upon
Tenant's fixtures, equipment, machinery, goods, wares, merchandise and other
personal property of Tenant.
SECTION 40. BINDING UPON SUCCESSORS
The covenants, conditions, and agreements made and entered into by the
parties hereto shall be binding upon and inure to the benefit of their
respective heirs, representatives, successor and assigns.
SECTION 41. MERCHANT'S ASSOCIATION
If a Merchants' Association is established by consent of two-thirds (2/3)
of the tenants then all tenants shall pay annual dues which shall entitle them
to become a member of the Merchants' Association. Tenant shall at all times
abide by the rules and regulations as the same will be adopted, revised and
amended.
SECTION 42. TRANSFER OF INTEREST
If Landlord should sell or otherwise transfer its interest in the
premises, upon an undertaking by the purchaser or transferee to be responsible
for all the covenants and undertakings of Landlord, Tenant agrees that Landlord
shall thereafter have no liability to Tenant under this Lease or any
modifications or amendments thereof, or extensions thereof, except for such
liabilities which might have accrued prior to the date of such sale or transfer
of its interest by Landlord.
SECTION 43. ACCESS TO PREMISES
Landlord and its representatives may have free access to the premises at
all reasonable times for the purpose of: (i) examining the same or to make any
alterations or repairs to the premises that Landlord may deem necessary for its
safety or preservation; (ii) exhibiting the leased property for sale or mortgage
financing; (iii) also during the last three (3) months of the term of this Lease
for the purpose of exhibiting the premises and putting up the usual notice "to
rent" which notice shall not be removed, obliterated or hidden by Tenant,
provided, however, that any such action by Landlord as aforesaid in this section
shall cause as little inconvenience as reasonably practicable and such action
shall not be deemed an eviction or disturbance of Tenant nor shall Tenant be
allowed any abatement or rent, or damages for an injury or inconvenience
occasioned thereby.
-20-
SECTION 44. HEADINGS
The headings are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Lease.
SECTION 45. NON-WAIVER
No payment by Tenant or receipt by Landlord or its agents of a lesser
amount than the rent in this Lease stipulated shall be deemed to be other than
on account of the stipulated rent nor shall an endorsement or statement on any
check or any letter accompanying any check or payment of rent be deemed on
accord and satisfaction and Landlord or its agents may accept such check or
payment without
-21-
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in this Lease provided.
SECTION 46. SHORT FORM LEASE
This Lease shall not be recorded, but a Short Form Lease, which describes
the property herein demised, gives the term of this Lease and refers to this
Lease, shall be executed by the parties hereto, upon demand of either party and
such Short Form Lease may be recorded by Landlord or Tenant at any time either
deems it appropriate to do so. The cost and recording of such Short Form Lease
shall belong to that requesting party.
SECTION 47. RENEWAL OPTIONS
(a) Providing Tenant has fully complied with all of the terms,
provisions, and conditions on its part to be performed under this Lease, Tenant
may, by giving notice to the Landlord six (6) months on or before the expiration
of the original term of this Lease, extend such term for a period of five (5)
year(s) upon the same covenants and agreements as are herein set forth, * (See
page 23)
IN WITNESS WHEREOF, the parties hereto have executed this Lease the
day and year first above written.
Signed and Acknowledged
in the presence of:
LANDLORD:
SCHOTTENSTEIN TRUSTEES
/s/ Xxxxxx X. Xxxxx
---------------------
/s/ Xxxxxxx Xxxx BY: /s/ Xxxxxx Xxxxxxxxxxxxx
--------------------- -------------------------
Xxxxxx Xxxxxxxxxxxxx
Manager and
ITS: Authorized Signer
TENANT:
SCHOTTENSTEIN STORES CORP.
DBA SCHOTTENSTEIN'S
DEPARTMENT STORE
/s/ Xxxxxxx Xxxx
--------------------- BY: /s/ Xxxxxx Xxxxxxxxxxxxx
-------------------------
/s/ Xxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxxxxx
---------------------
ITS:
-------------------------
Chairman
-22-
* except that the rental during the renewal term shall be increased to Forty One
Thousand Four Hundred Sixty Seven and 50/100 Dollars ($41,467.50) per month.
(b) Providing Tenant has fully complied with all of the terms, provisions
and conditions on its part to be performed under this Lease and has exercised
its first option to renew hereunder, Tenant may, by giving notice to the
Landlord six (6) months on or before the expiration of the first extended term
of this Lease, extend such term for a period of five (5) year(s) upon the same
covenants and agreements as the first extended term except that the rental
during this second renewal term shall be increased to Forty Three Thousand Seven
Hundred Seventy One and 25/100 Dollars ($43,771.25) per month.
-00-
XXXXXXX
XXXXX XX XXXX )
) ss
COUNTY OF FRANKLIN )
BE IT REMEMBERED, that on the 10th day of AUG, [ILLEGIBLE] me, a Notary Public
in and for said State, personally [ILLEGIBLE] Schottenstein Trustees [ILLEGIBLE]
Xxxxxx Xxxxxxxxxxxxx in the foregoing Lease, who acknowledged that the
[ILLEGIBLE] was his/their free and voluntary act and deed [ILLEGIBLE] and
purposes therein mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed affixed my official seal on the
day and year
/s/ Xxxxxxx Xxxx
-----------------------------
Notary Public
XXXXXXX XXXX
Notary Public, State of Ohio
My Commission Expires April 29, 1992
STATE OF OHIO )
) ss
COUNTY OF FRANKLIN )
BE IT REMEMBERED, that on the 10th day of AUG, [ILLEGIBLE] me, a Notary Public
in and for said State, personally [ILLEGIBLE] Schottenstein Stores Corp. Xxxxxx
Xxxxxxxxxxxxx, [ILLEGIBLE] the Tenant in [ILLEGIBLE] Lease, who acknowledged
that the signing thereof [ILLEGIBLE] free and voluntary act and deed for the
uses and herein mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed [ILLEGIBLE] affixed my official
seal on the day and year
/s/ Xxxxxxx Xxxx
-----------------------------
Notary Public
XXXXXXX XXXX
Notary Public, State of Ohio
My Commission Expires April 29, 1992
EXHIBIT B
Store #: 136
Location: 0000 Xxxx Xxxx Xxxxxx,
Xxxxxxxx, Xxxx, PARTNERSHIP
Franklin County FILING DATE 2-22-90
Tenant: Value City Department Stores, Inc. RECORDED VOL 14785 PAGE C03
Landlord: Schottenstein Trustees RECORDER
FRANKLIN COUNTY, OHIO
DESCRIPTION OF 47.846 ACRES
SOUTH OF EAST MAIN STREET
EAST OF XxXXXXXXXX ROAD
COLUMBUS, OHIO
Situate in the State of Ohio, County of Franklin, Half Section
21, Township 12, Range 21, Refugee Lands, and being 47.846 acres of
land, comprising all of the following lands owned by Schottenstein
Trustees, being the 4.00 acres described in Official Record Volume
7152 E-18, the 14.583 acre tract described in Official Record Volume
5252 E-10, Official Record Volume 5252 E-08, and Official Record
Volume 5252 E-05, the 6.987 acre, and 7.00 acre tracts of land
described in Official Record Volume 1073 C-05, the 15.48 acre tract
of land described in Official Record Volume 5252 E-15, and the 1.00
acre tract of land described in Official Record Volume 5252 E-13,
(all references to records being on file in the Office of the
Recorder, Franklin County, Ohio) said 47.846 acre tract of land
being more particularly described as follows:
Beginning for reference in the centerline of East Main Street,
at its intersection with the west line of said Half Section 21,
Thence North 89 degrees 16'00" East, along the centerline of said
East Main Street, a distance of 356.00 feet to a point at the
original northwesterly corner of said Schottenstein Trustees 1.00
acre tract, Thence South 4 degrees 3'00" West, along the original
westerly line of said 1.00 acre tract, a distance of 50.17 feet to
an iron pin set in the southerly right-of-way line of East Main
Street, being the True Place of Beginning of the herein described
47.846 acre tract of land;
Thence North 89 degrees 16'00" East, along the southerly
right-of-way line of said East Main Street, a distance of 1011.47
feet to an iron pin found in the easterly line of said Schottenstein
Trustees 14.583 acre tract;
Thence South 4 degrees 06'04" West, along the easterly line of
said Schottenstein Trustees 14.583 acre tract, the westerly line of
Idelwild Manor Extension Addition, of record in Plat Book 20, Page
15, distance of 2019.90 feet to an iron pin found, being the
southeasterly corner of said 14.583 acre tract, in the northerly
line of a 9.698 acre tract of land owned by Xxxxxxx X. Xxxxx;
Thence North 85 degrees 34'15" West, along the southerly lines
of said Schottenstein Trustees 14.583 acre, 6.987 acre, and 7.00
acre tracts, the northerly line of said Xxxxxxx X. Xxxxx tract, a
distance of 607.48 feet to an iron pin set at the southwesterly
corner of said 7.00 acre tract, being the southeasterly corner of a
1.80 acre tract of land owned by Columbia gas Transmission Company;
Thence North 4 degrees 03'00" East, along the westerly line of said
Schottenstein Trustees 7.00 acre tract, the easterly line of said
1.8 acre Columbia Gas Transmission Company tract, a distance of
195.72 feet to an iron pin found at the northeasterly corner of said
1.80 acre tract, the southeast corner of said Schottenstein Trustees
15.48 acre tract;
Thence North 85 degrees 34'15" West, along the southerly line
of said Schottenstein Trustees 15.48 acre tract, the northerly line
of said 1.80 acre Columbia Gas Transmission Company tract, a
distance of 398.69 feet to an iron pin found at the northwesterly
corner of said 1.80 acre tract, the southwesterly corner of said
15.58 acre tract, being in the westerly line of a 1.00 acre tract of
land owned by Xxxx X. and Xxxxxx X. Will;
Thence North 4 degrees 03'00" East, along the westerly line of said
Schottenstein Trustees 15.48 acre tract, the westerly line of said
1.00 acre Will tract, a distance of 59.38 feet to an iron pin set at
the northeasterly corner of said 1.00 acre Will tract, being the
southeasterly corner of said Schottenstein Trustees 4.00 acre tract;
Thence North 85 degrees 34'15" West, along the southerly line
of said Schottenstein Trustees 4.00 acre tract, the northerly line
of said 1.00 acre Will tract, a distance of 353.78 feet to an iron
pin set at the southwest corner of said 4.00 acre tract, being in
the westerly line of said Half Section 21;
Thence North 4 degrees 01'00" East, along the westerly line of said
Schottenstein Trustees 4.00 acre tract, the westerly line of said
Half Section 21, a distance of 491.46 feet to an iron pin set at the
northwesterly corner of said Schottenstein Trustees 4.00 acre tract,
being the southwesterly corner of a 3.621 acre tract of land owned
by Xxxxxxx X. Xxxxx;
Thence South 85 degrees 34'15" East, along the northerly line of
said Schottenstein Trustees 4.00 acre tract, the southerly line of
said 3.621 acre Xxxxx tract, a distance of 354.07 feet to an iron
pin found at the northeasterly corner of said Schottenstein Trustees
4.00 acre tract, the southeasterly corner of said 3.621 acre Xxxxx
tract, in the westerly line of said Schottenstein Trustees 15.48
acre tract;
Thence North 4 degrees 03'00" East, along the westerly line of
said Schottenstein Trustees 15.48 acre tract, and 1.00 acre tract,
the easterly line of said 3.621 acre, and a 3.838 acre tract of land
owned by Xxxxxxx X. Xxxxx, passing an iron pin found on line at a
distance of 1172.30 feet, a total distance of 1182.34 feet to the
True Place of Beginning, and containing 47.846 acres of land.
For the purpose of this description, a bearing of North
89 degrees 16'00" East, was used on the centerline of East Main
Street, being the original northerly line of owners 15.48 acre tract
of
'land, said line being of record in Official Record Volume 5252
E-15, on file in the Office of the Recorder, Franklin County, Ohio.
All other bearings then calculated from this meridian.
HOCKADEN AND ASSOCIATES, INC.
Consulting Engineers and Surveyors
[STATE OF OHIO
XXXX X. XXXXX
7869 REGISTERED
PROFESSIONAL SURVEYOR]
/s/ Xxxx X. Xxxxx 3-12-98
-----------------------------------
Xxxx X. Xxxxx P.S. NO. 7869
[DESCRIPTION VERIFIED
XXXX CIRCLE, P.E., X.X.
XXXXXXXX COUNTY
ENGINEER
DATE: 3-23-98]
LEASE EXTENSION AND MODIFICATION AGREEMENT
THIS AGREEMENT OF LEASE EXTENSION AND MODIFICATION, made this 12th day of
March, 1998, by and between Schottenstein Trustees, an Ohio General Partnership,
with offices at 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000 (hereinafter
called "Lessor") and Value City Department Stores, Inc., an Ohio Corporation dba
Schottenstein's East Department Store, with offices at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000 (hereinafter called "Lessee").
BACKGROUND INFORMATION
WHEREAS, on the 7th day of July, 1987, Lessor entered into a Lease with
Schottenstein Stores Corporation dba Schottenstein's Department Store
(hereinafter called "SSC") for the premises commonly known as 0000 X. Xxxx
Xxxxxx, Xxxxxxxx, Xxxx; and
WHEREAS, on the 25th day of April, 1991, SSC entered into an Assignment
and Assumption Agreement with Lessee, whereby Lease assumed the obligations of
SSC under the Lease; and
WHEREAS, said Lease expires the 31st day of July, 2002; and
WHEREAS, Lessee was previously granted on (1) remaining renewal option of
five (5) years; and
WHEREAS, Lessor and Lessee have agreed to extend the lease term for ten
(10) years on said premises; and
WHEREAS, Lessor grants Lessee two (2) additional renewal options of five
(5) years each.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and
other good and valuable consideration, it is agreed as follows:
1. The extended term shall commence the 1st day of August, 2002, and
will expire the 31st day of July, 2012.
2. Minimum monthly rental from 08-01-02 until 07-31-07 shall be Forty
Three Thousand Seven Hundred Seventy One and 25/Dollars ($43,771.25)
each month. Percentage rental owed during this period shall be two
percent (2%) of
gross sales exceeding Twenty Six Million Two Hundred Sixty Two
Thousand Seven Hundred Fifty and 00/Dollars ($26,262,750.00) in any
one (1) lease year. Minimum monthly rental from 08-01-07 until
07-31-12 shall be Forty Six Thousand Seventy Five and 00/Dollars
($46,075.00) each month. Percentage rental owed during this period
shall be two percent (2%) of gross sales exceeding Twenty Seven
Million Six Hundred Forty Five Thousand and 00/Dollars
($27,645,000.00) in any one (1) lease year.
3. Lessee and Lessor agree that the previous granted renewal option
shall be null and void, replaced with the two (2) new renewal
options below.
4. Providing Lessee has fully complied with all of the terms,
provisions and conditions on its part to be performed under this
Lease, Lessee may by giving written notice to the Lessor at least
six (6) months on or before the expiration of the second extended
term which expires 07-31-12, extend such term for an additional
period of five (5) years upon the same covenants and agreements as
are herein set forth, except that the minimum monthly rental during
the third extended term which commences 08-01-12 shall be increased
to Forty Eight Thousand Three Hundred Seventy Eight and 75/Dollars
($48,378.75) each month. Percentage rental owed during this period
shall be two percent (2%) of gross sales exceeding Twenty Nine
Million Twenty Seven Thousand Two Hundred Fifty and 00/Dollars
($29,027,250.00) in any one (1) lease year.
5. Providing Lessee has fully complied with all of the terms provisions
and conditions on its part to be performed under this Lease, Lessee
may by giving written notice to the Lessor at least six (6) months
on or before the expiration of the third extended term which expires
07-31-17, extend such term for an additional period of five (5)
years upon the same covenants and agreements as are herein set
forth, except that the minimum monthly rental during the fourth
extended term which commences 08-01-17 shall be increased to Fifty
Thousand Six Hundred Eighty Two and 50/Dollars ($50,682.50) each
month. Percentage rental owed during this period shall be two
percent (2%) of gross sales exceeding Thirty Million Four Hundred
Nine Thousand Five Hundred and 00/Dollars ($30,409,500.00) in any
one (1) lease year.
6. All other terms and conditions of the Lease as amended (except as
modified herein) shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereunder have executed this Agreement this 12th
day of March, 1998.
Signed and acknowledged
in the presence of:
LESSOR: SCHOTTENSTEIN
TRUSTEES
/s/ Xxxxxx X. Xxxxx BY: /s/ Xxx Xxxxxxxxxxxxx
--------------------- -------------------------
Xxx Xxxxxxxxxxxxx
/s/ Xxxxxxx Xxxx
---------------------
ITS:Manager & Authorized Signer
LESSEE: VALUE CITY DEPARTMENT
STORES, INC.
/s/ Xxxxxx X. Xxxxx BY: /s/ Xxx Xxxxxxxxxxxxx
--------------------- -------------------------
Xxx Xxxxxxxxxxxxx
/s/ Xxxxxxx Xxxx
---------------------
ITS: Chairman
STATE OF OHIO )
) ss
COUNTY OF FRANKLIN )
BE IT REMEMBERED, that on the 12th day of March, 1998, before me, a Notary
Public in and for said State, personally appeared Schottenstein Trustees by Xxx
Xxxxxxxxxxxxx, the LESSOR in the foregoing Lease, who acknowledged that the
signing thereof was his/their free and voluntary act and deed for the uses and
purposes therein mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.
/s/ Xxxxxxx Xxxx
-----------------------------
Notary Public
XXXXXXX XXXX
NOTARY PUBLIC STATE OF OHIO
MY COMMISSION EXPIRES JUNE 1, 2002
[NOTARIAL SEAL]
STATE OF OHIO)
) ss
COUNTY OF FRANKLIN)
BE IT REMEMBERED, that on the 12th day of March, 1998, before me, a Notary
Public in and for said State, personally appeared Value City Department Stores,
Inc. by Xxx Xxxxxxxxxxxxx, the LESSEE in the foregoing Lease, who acknowledged
that the signing thereof was his/their free and voluntary act and deed for the
uses and purposes therein mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day and year aforesaid.
/s/ Xxxxxxx Xxxx
-----------------------------
Notary Public
XXXXXXX XXXX
NOTARY PUBLIC STATE OF OHIO
MY COMMISSION EXPIRES JUNE 1, 2002
[NOTARIAL SEAL]
Store #: 136
Location: 0000 X. Xxxx Xxxxxx, Xxxxxxxx, XX
Tenant: Value City Department Stores, Inc.
Landlord: Schottenstein Trustees
EXHIBIT A
Being that certain Lease Agreement (the "Lease") dated July 7, 1987 by and
between Schottenstein Trustees as landlord and Schottenstein Stores Corp. dba
Schottenstein's Department Store as tenant, as amended by a certain Lease
Extension and Modification Agreement dated March 12, 1998 by and between
Schottenstein Trustees as landlord and Value City Department Stores, Inc. as
tenant, as the interest of tenant under the Lease has been assigned to and
assumed by Value City Department Stores, Inc., pursuant to a certain Assignment
and Assumption Agreement dated April 25, 1991.
