EXHIBIT 10.3
WESTFIELD SAN FRANCISCO CENTRE
LEASE ADDENDUM
This document constitutes an Addendum to the Lease made as of the
______________ day of ________________ , 2006, by and between EMPORIUM
DEVELOPMENT, L.L.C., a Delaware limited liability company ("Landlord") and BLUE
HOLDINGS, INC., a Nevada corporation ("Tenant") for STORE NO. 169 in the
WESTFIELD SAN FRANCISCO CENTRE and is made a part of this Lease as if set forth
in full therein.
1. SECTION 7.02 OPERATION OF BUSINESS.
The following is hereby made a part of Section 7.02:
"Without limitation, Tenant shall comply with all applicable
provisions of Chapters 12B and 12C of the San Francisco Administrative
Code (which relate to nondiscrimination in contracts), which provisions
are hereby incorporated herein and by reference made are part hereof as
though fully set forth."
2. SECTION 16.01 TRADE NAME.
The following paragraph is hereby added to the end of this Section:
"Tenant shall use "Westfield San Francisco Centre" (or such
other name as Landlord shall designate during the Term as provided by
written notice to Tenant) to describe the location of the Premises for
all advertising, promotional and marketing materials which refer to the
location of the Premises. This will include all television, radio,
print or collateral materials which are used to promote Tenant's
location. However, Tenant shall obtain the approval for the Westfield
logo or representations from the Marketing Director of the Shopping
Center prior to using such logo or representations, which approval
shall not be unreasonably withheld or delayed."
3. The following Section is hereby added to this Lease: "SECTION 27.28
EMPLOYMENT COMPLIANCE REQUIREMENTS.
In accordance with that certain Yerba Buena Center/Emporium
Site Redevelopment Project, Owner Participation and Disposition and
Development Agreement dated as of October 17, 2000, as amended by the
First Amendment thereto dated as of June 10, 2003 (as amended, the
"OP/DDA"), by and between the Redevelopment Agency of the City and
County of San Francisco (the "Agency") and Landlord, recorded as
document 2003-H574606-00, on October 29, 2003, in the office of the San
Francisco Assessor's office, Tenant is subject to, and hereby agrees to
comply with, the employment compliance requirements as specified on
Exhibit E, attached hereto and made a part hereof. "
IN WITNESS WHEREOF, Landlord and Tenant, personally or by their duly
authorized agents, have executed this Lease Addendum as of the day and year
first above written.
BLUE HOLDINGS, INC.,
a Nevada corporation
By: /S/ XXXX XXXX
-------------------------------
Print Name: XXXX XXXX
Its: CEO AND PRESIDENT
By: /S/ XXXXXXX XXXX
-------------------------------
Print Name: XXXXXXX XXXX
Its: CFO & SECRETARY
TENANT
EMPORIUM DEVELOPMENT, L.L.C.,
a Delaware limited liability company
By: Westfield Emporium LLC, a Delaware limited liability company, its
managing member
By: Westfield America Limited Partnership, a Delaware limited partnership,
its sole member
By: Westfield America, Inc., a Missouri corporation, its general partner
By:
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LANDLORD
EXHIBIT A-1
SITE PLAN
[DIAGRAM]
2
EXHIBIT A-2
FLOOR PLAN
[DIAGRAM]
3
EXHIBIT B
WESTFIELD SAN FRANCISCO CENTRE
DESIGN AND CONSTRUCTION OF THE BUILDING AND THE PREMISES
This Exhibit B is hereby made part of the lease (the "Lease") between Landlord
and Tenant.
I. DEFINITIONS
A. The term "Landlord's Work" shall mean Landlord's total
responsibilities (or any portion thereof) for the construction
and improvement of the Shopping Center building ("Building")
and the Premises. The cost of Landlord's Work shall be borne
as set forth under Article III and Article IV of this Exhibit
B. Landlord's Work shall be of a design, type, size, location,
elevation and quantity as may be selected by Landlord. Any
item of work required to complete the Premises which is not
hereinafter specifically made the responsibility of Landlord,
shall be considered to be a part of Tenant's Work.
B. The term "Tenant's Work" shall mean Tenant's total
responsibilities (or any portion thereof) for the construction
and improvement of the Premises. Tenant's Work shall be
performed at Tenant's sole cost and expense. Tenant's Work
shall include, but not be limited to, all work necessary
and/or required to complete the Premises, except those items
of work specifically set forth as Landlord's Work.
C. The term "leasehold improvements" shall mean all of Tenant's
Work described and performed pursuant to this Exhibit B for
the purpose of the Lease (except for removable trade fixtures,
merchandise, and items of personal property).
II. GENERAL REQUIREMENTS AND PROVISIONS
A. Tenant's Work shall be subject to Landlord's prior approval
and shall be designed and constructed to comply with the
requirements set forth in the most current edition of
Landlord's criteria for the Shopping Center (the "Tenant
Criteria Manual"). All details and information contained in
the Tenant Criteria Manual, whether appearing on Tenant's
plans or not, shall be considered a part of Tenant's Plans and
Specifications and Construction Requirements. By this
reference, the Tenant Criteria Manual and Landlord's base
building drawings are incorporated herein and made a part of
this Lease. This Exhibit B, Landlord's base building drawings
and the Tenant Criteria Manual are hereinafter collectively
referred to as "Tenant's Construction Requirements".
B. The design and construction of Tenant's Work must comply with
the following requirements:
1. This Exhibit B;
2. Tenant Criteria Manual;
3. Landlord's base building drawings;
4. Construction rules and regulations of the Shopping
Center;
5. Tenant's Final Working Drawings, as approved by
Landlord;
6. All applicable laws, ordinances, codes, regulations
and the requirements of all jurisdictional
authorities; and
7. All applicable standards of the American Insurance
Association, the National Electrical Code (latest
edition), the American Society of Heating,
Refrigeration and Air Conditioning Engineer's Guide
(latest edition), the Acoustical Society of America,
National Council of Acoustical Consultants or such
other locally recognized organization selected by
Landlord experienced in establishing noise
guidelines, Landlord's insurance carrier, the local
building regulations and all local authorities having
jurisdiction.
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In the event of a conflict between any of the above-referenced
items, the most stringent requirement shall govern each increment of
Tenant's Work.
C. Tenant's Work shall be performed in a first-class and
workmanlike manner, and shall be in good and usable condition
on the date of completion thereof. All materials used in
Tenant's construction of the Premises and installations made
by Tenant as a part of Tenant's Work shall be of new,
commercial grade and first-class quality.
D. After Tenant's initial construction of the Premises, any and
all elective remodeling proposed by Tenant or any and all
remodeling required of Tenant by Landlord under the applicable
provisions of this Lease shall be performed in accordance with
all requirements set forth in this Exhibit B and the most
current edition of the Tenant Criteria Manual.
III. LANDLORD'S WORK AT LANDLORD'S EXPENSE
A. Landlord's Work to be performed or provided at Landlord's sole
cost and expense shall be limited to the following:
1. A basic building structure, with finished Common
Areas, constructed of such materials as are permitted
by the governing codes.
2. Tenant areas will be provided with a concrete floor
slab.
3. Any mall frontage above the storefront lines, and,
where required in Landlord's sole opinion, mall
frontage vertical neutral strips centered upon the
lease lines of the Premises.
4. For premises facing the exterior of the Shopping
Center, Landlord shall construct the basic facade of
the Building with openings to be utilized by Tenant
as outlined in Section IV, Item 1 of this Exhibit B.
5. Common use service corridors, located as required by
code or as selected by Landlord, with such corridor
walls finished on the corridor side only.
6. As may be required of Landlord by any jurisdictional
authority, Landlord shall provide, at all common
corridor demising walls, partition enclosure of the
Premises with five-eighth inch (5/8") fire code
gypsum board or other approved material on the
corridor side only.
7. All building finishes outside of the Premises which
are not specifically made the responsibility of
Tenant or another tenant of the Shopping Center.
8. A main electrical service distribution system of a
type and capacity set forth in the Tenant Criteria
Manual and Landlord's base building drawings and
consisting of the following facilities:
A. A REMOTE ELECTRICAL SERVICE AREA OUTSIDE THE
PREMISES.
B. MAIN ELECTRICAL SERVICE DISTRIBUTION
EQUIPMENT WITHIN THE REMOTE ELECTRICAL
SERVICE AREA, FROM WHICH TENANT'S MAIN
ELECTRICAL SERVICE WILL BE AVAILABLE.
C. EMPTY ELECTRICAL SERVICE CONDUIT STUBBED TO
THE PREMISES FROM THE APPLICABLE REMOTE
ELECTRICAL SERVICE AREA, FROM WHICH TENANT'S
MAIN ELECTRICAL SERVICE WILL BE AVAILABLE.
A)
9. A main telephone service terminal board, consisting
of conventional copper conductors, located outside
the Premises, from which Tenant's main telephone
service shall be available.
10. A domestic water service main and cold water supply
line for the Premises, from which Tenant's domestic
water service shall be available.
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11. A sanitary sewer service main for the Premises, from
which Tenant's sanitary sewer service shall be
available.
12. A fire sprinkler service main for the Premises, from
which Tenant's fire sprinkler service shall be
available.
13. A central fire alarm system for Tenant's individual
interface connection. Any tenants whose premises are
greater than 20,000 square feet of Floor Area must
install a dedicated alarm system for those premises,
as required by all local jurisdictional authorities.
14. The installation of metal studs to separate the
Premises from adjoining stores and/or Common Areas.
Such studs shall extend from the mall finished floor
elevation to the underside of the deck above.
15. Landlord shall provide ducted fresh makeup air to the
Premises in accordance with Landlord's base building
drawings.
16. Landlord shall supply ducted toilet exhaust to the
Premises in accordance with Landlord's base building
drawings.
IV. LANDLORD'S WORK AT TENANT'S EXPENSE
Landlord may provide for Tenant's account, as Landlord deems necessary
or practical, in Landlord's sole opinion, or as may be requested of
Landlord by Tenant or Tenant's General Contractor, the following items
of construction, equipment, improvements or services at Tenant's cost.
Tenant hereby grants Landlord the right to charge Tenant's General
Contractor directly for these items. In the event Tenant's General
Contractor shall refuse to pay Landlord for such items, Tenant shall be
responsible for payment and Landlord shall invoice Tenant directly for
reimbursement. Notwithstanding anything to the contrary contained
herein, Tenant's obligation to reimburse Landlord under this Section IV
in connection with the initial construction of the Premises shall be
limited to temporary utilities, temporary trash removal services,
temporary construction barricade and the sprinkler system (but only if
required), and the sprinkler system shut down fee; provided, however
that in the event Tenant requests Landlord to perform any Tenant's Work
on its behalf, then Tenant shall pay Landlord for such work. Further,
the estimated cost to Tenant of such work (excluding the barricade and
sprinkler system and any work requested by Tenant) is $18,030.00.
Tenant shall reimburse Landlord for the cost of the following items on
or before the earlier to occur of (i) ten (10) days following Tenant's
receipt of an invoice, or (ii) five (5) days prior to the commencement
of Tenant's Work.
1. For premises facing the exterior of the Shopping Center or
otherwise described in the Tenant Criteria Manual as "Type D"
storefronts, Landlord shall install the storefront glazing
system and the first 20'-0" of a renovated historical ceiling.
2. For premises designated as "Curtain Wall Shops" or otherwise
described in the Tenant Criteria Manual as "Type A"
storefronts, Landlord shall install vertical mullions and
signage ledges. Tenant shall integrate these elements into
Tenant's storefront design.
3. For premises designated as "Row Shops" or otherwise described
in the Tenant Criteria Manual as "Type B" storefronts,
Landlord shall furnish and install the "frame surround"
transition around the tenant storefront.
4. Landlord shall install a circuit, "Life Safety Circuit", for
Tenant's emergency egress lighting only. A "J"-box shall be
provided within the Premises.
5. Landlord shall install a fire alarm speaker, strobe, fire
alarm relay module and a smoke detector located at the front
of the Premises.
6. Landlord shall provide Tenant's General Contractor with mall
tile for use at Tenant's storefront.
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7. In the event Tenant does not construct and install its own
temporary construction barricade as required under Section VII
herein, Landlord may provide and install a temporary
construction barricade along Tenant's storefront lease line.
8. Landlord shall provide, as Landlord deems practical or
necessary, temporary electrical power for Tenant's use during
all or part of the construction of the Premises. Landlord
reserves the right to limit both the amount of power consumed
and the times such power is available.
9. Landlord shall provide, as Landlord deems practical or
necessary, vertical transportation labor for Tenant's use
during all or part of the construction and merchandising of
the Premises. Landlord reserves the right to limit the hours
of availability of such vertical transportation, establish
time periods in which certain items may be vertically
transported, and coordinate all vertical transportation usage.
10. Landlord shall provide, as Landlord deems practical or
necessary, open trash containers for use by Tenant and/or
Tenant's General Contractor during all or part of Tenant's
construction and merchandising of the Premises.
11. Landlord shall provide temporary toilet facilities for use by
Tenant's General Contractor and construction personnel during
Tenant's construction of the Premises.
12. Based upon the electrical service sizing criteria set forth in
the Tenant Criteria Manual, Landlord shall provide a main
electrical service breaker trip unit and electrical meter,
located within the remote electrical service area, from which
Tenant's main electrical service will be available.
13. Landlord shall provide drainage and filling services for the
sprinkler system main serving the Premises to facilitate
Tenant's construction.
14. Landlord may provide a branch piped skeletal fire sprinkler
system within the Premises in accordance with Landlord's
insurance carrier requirements, the requirements of the local
fire marshal, all governing building codes and applicable NFPA
standards and the Tenant Criteria Manual.
15. Landlord may install or may have installed sprinkler system
components (including, but not limited to, mains, valves,
branches, drops, and heads) in the Premises. Tenant or
Tenant's General Contractor shall reimburse Landlord for any
such sprinkler system components installed by Landlord.
16. For those tenants designated as restaurant and/or those
tenants located in the Food Court area of the Shopping Center,
Landlord shall provide, as Landlord deems practical or
necessary, certain elements of the Food Court cooking exhaust
ducts, refrigerant lines, gas lines, and electrical conduits
for Tenant's use in the Premises.
17. Any other construction, equipment, improvements, or services
other than the work described in Section III of this Exhibit B
as Landlord deems necessary or practical, in Landlord's sole
opinion, in order to complete the construction of the
Premises, or as may be requested of Landlord by Tenant or
Tenant's General Contractor.
V. TENANT'S WORK AT TENANT'S EXPENSE
A. Tenant's Work shall include, but not necessarily be limited
to, the following:
1. Tenant shall be responsible to finish and level any
concrete floor slab(s) within the Premises, as may be
required to accept Tenant's finished floor material
and eliminate any tripping hazards. Where floor slab
elevations within the Premises are above or below
Common Area floor elevations, Tenant shall provide
the necessary transitions at storefront areas and
rear service door areas to make the floor of the
Premises even with any adjoining floor elevation.
2. Installation of a finished floor in all sales areas
and all storage areas within the Premises visible to
the public. Exposed finished concrete slab floors,
vinyl tile or
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similar materials shall not be deemed to be a
"finished floor" in any of the areas referenced above
and therefore are not acceptable. As may be required
by Landlord, Tenant shall match the mall finished
floor material from Tenant's storefront lease line to
the store's closure line.
3. Installation of a finished ceiling throughout the
Premises in accordance with the Tenant Criteria
Manual (or as may otherwise be approved by Landlord
and all jurisdictional authorities).
4. Installation of fire rated partitioning and
enclosures throughout the Premises as may be required
by Landlord, all governing codes and all
jurisdictional authorities.
5. Installation of interior partitioning and completion
of demising walls (fire rated gypsum board or other
required finish) throughout the Premises, as may be
required to complete the Premises.
6. Installation of all construction and finish materials
throughout the Premises and the storefront of the
Premises, which are not specifically made the
responsibility of Landlord. Such material
installations shall include, but not be limited to,
all wall coverings, floor coverings, ceiling
materials and Tenant's storefront construction.
7. Supply and install Premises storefront facing the
interior corridors of the Shopping Center.
8. If applicable, installation of an additional
storefront located on the exterior of the Shopping
Center building, as set forth in the "Exterior Design
Criteria" and Landlord's base building drawings
supplied by Landlord.
9. Where required by any applicable codes, ordinances or
jurisdictional authorities, Tenant shall provide a
trash storage room of adequate capacity and fire
rating; or, if such a room is not required, Tenant
shall provide a designated area within the Premises
which is adequate, in Landlord's judgment, to store
Tenant's trash.
10. Installation, where applicable, of a recessed
doorway, door and doorframe construction to provide
access from the Premises to a service area or egress
corridor to the exterior of the Building.
11. Installation of all interior and exterior doors, and
associated hardware as may be required to complete
the Premises. Such doors and hardware shall comply
with all required fire ratings, where applicable.
12. Installation of all furniture, fixtures, cabinetwork,
shelving, personal property and equipment as may be
required to complete the Premises.
13. Tenant shall ensure that all slab penetrations which
are a part of Tenant's Work are structurally
reinforced, properly sealed and remain watertight to
prevent possible damage. Failure to do so shall be at
the sole risk and expense of Tenant in the event
damage occurs. Furthermore, all slab penetrations
shall be approved by Landlord prior to any work being
started within the Premises.
14. Tenant must install a waterproof membrane to
waterproof all floor/slab and slab penetrations in
all lavatories, kitchens and similar water prone
areas where water is used for food preparation or
cleaning. Perimeter walls of such areas must be
waterproofed to a point of no less than twelve inches
(12") above the finished floor. In addition, Tenant
must slope floor surfaces to an area drain to prevent
the passage of water, waste and other liquids out of
such areas.
15. Installation of thermal and acoustical insulation
within the Premises as required to comply with the
following:
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B) A. INSTALLATION OF THERMAL INSULATION SHALL
MEET WITH THE REQUIREMENTS OF ALL GOVERNING
CODES AND JURISDICTIONAL AUTHORITIES, AS MAY
BE REQUIRED TO COMPLETE THE PREMISES.
C) B. INSTALLATION OF ACOUSTICAL INSULATION OR
SOUND DAMPENING MATERIAL SHALL MEET WITH THE
REQUIREMENTS OF ALL GOVERNING CODES AND THE
TENANT CRITERIA MANUAL. THOSE PREMISES
LOCATED BELOW OR IMMEDIATELY ADJACENT TO THE
THEATER, WHICH IS LOCATED WITHIN THE
SHOPPING CENTER, SHALL BE SUBJECT TO AND
COMPLY WITH THE NOISE LIMITS AND MITIGATION
GUIDELINES SET FORTH IN EXHIBIT B-1 ATTACHED
HERETO. AT A MINIMUM, TENANT SHALL INSTALL
SUFFICIENT ACOUSTICAL INSULATION TO PREVENT
THE TRANSMISSION OF ANY SOUND OR NOISE IN
EXCESS OF 40 DECIBELS (DB) FROM THE
PREMISES. TENANT AGREES THAT THE 40 DB SOUND
LEVEL MAY BE VERIFIED BY LANDLORD THROUGH
THE USE OF A PORTABLE SOUND LEVEL METER,
AND, IN THE EVENT LANDLORD DETERMINES THAT
TENANT IS TRANSMITTING SOUND OR NOISE
OUTSIDE THE PREMISES IN EXCESS OF THE 40 DB
LEVEL, TENANT WILL IMMEDIATELY RESOLVE THIS
CONDITION IN A MANNER APPROVED BY LANDLORD.
16. Mezzanines will not be permitted within the Premises
without Landlord's prior written approval. Where
permitted, mezzanines shall be designed and installed
to be independent of the building structure and shall
comply with the requirements of the Tenant Criteria
Manual and all governing codes.
17. If the Premises is located within the Food Court area
of the Shopping Center, Tenant shall install a grease
trap/collection system within the Premises. The
system may be above ground.
B. Design, fabrication and installation of Tenant's sign(s) and
menu boards (if applicable) shall be a part of Tenant's Work
and shall comply with the following:
1. Tenant's sign(s) and menu boards shall be subject to
the prior approval of Landlord, and where applicable,
the prior approval of all jurisdictional authorities,
Department Stores, and any other party that Landlord
may deem appropriate.
2. Tenant shall submit all required plans, details and
specifications to Landlord for Landlord's approval
prior to the fabrication and installation of Tenant's
sign(s) and menu boards.
3. Tenant's sign(s) and menu boards shall be designed
and constructed to comply with the standard tenant
sign criteria established by Landlord for the
Shopping Center.
C. The installation, connection to the utility facilities
provided by Landlord and completion of utility services for
the Premises shall be a part of Tenant's Work. All such work
shall be performed in accordance with the provisions of the
Tenant Criteria Manual, Landlord's base building drawings and
the following:
1. Tenant's main electrical service shall be of a type
and capacity set forth in the Tenant Criteria Manual
and Landlord's base building drawings. If Tenant
requires electrical service capacity in excess of
that provided by Landlord, all costs of providing
such increased service shall be paid by Tenant.
Tenant shall:
a. Make application, where applicable, for
metered electrical service to the Premises
from the serving utility authority and
comply with all utility authority
requirements for such metered service,
including the procurement and installation
of all required meters, meter bases and
current transformers, if applicable.
b. Based upon the electrical service sizing
criteria set forth in the Tenant Criteria
Manual, Tenant shall provide a main
electrical service disconnect switch,
located within the Premises.
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c. As may be required, provide all required
electrical system installations within the
remote electrical service area provided by
Landlord in accordance with all applicable
codes, ordinances and as specified in the
Tenant Criteria Manual.
d. As may be required, provide all required
conduit and conductor installations to
complete Tenant's main electrical service to
and within the Premises.
e. Provide all required electrical system
installations within the Premises in
accordance with all applicable codes,
ordinances and as specified in the Tenant
Criteria Manual.
2. Tenant's telephone service will be available from the
main terminal board located outside the Premises.
Tenant shall provide either an empty main telephone
service conduit or exposed telephone service cable,
from the applicable telephone service terminal board,
from which Tenant's main telephone service will be
available, to the Premises. Tenant's telephone
service shall be provided by the telephone company
providing service to the Shopping Center. Tenant
shall apply for telephone service and system wiring
to and within the Premises as required by the serving
telephone company and comply with all their
requirements and regulations. If Tenant requires
service other than conventional copper conductors,
Tenant shall be required to furnish and install such
system(s) at Tenant's sole cost and expense. The
installation and routing of such system(s) must be
approved by Landlord prior to installation or
procurement.
3. Tenant shall install a fire/smoke detection system
within the Premises. Such detection system shall
include all required wiring, conduit, devices,
equipment and controls, and shall comply with all
system requirements set forth by Landlord and all
jurisdictional authorities. Where applicable, Tenant
shall use a Fire-Life Safety contractor as specified
by Landlord for certain portions of Tenant's Work.
4. If required, Tenant shall install a smoke evacuation
system within the Premises. Such system shall include
all required wiring, conduit, devices, equipment and
controls, and shall comply with all system
requirements set forth by Landlord and all
jurisdictional authorities.
5. Tenant shall make all required plumbing system
installations to serve the Premises. Where provided,
Tenant shall connect to, and extend from the sanitary
sewer and domestic water service mains provided by
Landlord for the Premises. All such installations
shall comply with the following:
a. Tenant shall procure and install a pressure
regulating valve as required.
b. Tenant shall provide and install toilet
facilities within the Premises in accordance
with governing codes and Landlord's standard
criteria. Where required by code, Tenant
shall provide and install at least one (1)
toilet room facility for use by Tenant's
employees.
c. Tenant shall install grease and hair traps
as required to comply with all governing
codes, the requirements of Landlord and all
jurisdictional authorities. Wherever
possible, such traps are to be located
within the Premises.
d. Restaurant tenants, Food Court tenants,
Salon or Spa tenants, and any other tenant
that requires substantial domestic water
usage will be required to install a water
sub-meter located within the Premises. The
water sub-meter shall be located in the rear
of the premises at a location and height
that does not exceed 4'-0" above the
finished floor and is accessible for reading
by Landlord or Landlord's contractor. The
water sub-meter shall gauge water usage in
gallons.
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6. Tenant shall install a branch piped fire sprinkler
system within the Premises. Tenant shall connect to
Landlord's fire sprinkler supply main, or branch, and
extend piping for branches, drops and heads, as
required to complete the fire sprinkler system within
the Premises in accordance with Landlord's insurance
carrier requirements, the requirements of the local
fire marshal, all governing building codes,
applicable NFPA standards, the Tenant Criteria Manual
and Landlord's base building drawings. Tenant
sprinkler system shop drawings and calculations must
be submitted for review and approval by Landlord's
insurance carrier and all local authorities having
jurisdiction prior to installation of the sprinkler
system. Tenant shall provide Landlord with three (3)
sets of approved sprinkler shop drawings and
calculations bearing the seals of the local
authorities having jurisdiction prior to installation
of the sprinkler system. Final connection to
Landlord's fire sprinkler supply main shall not be
made until the entire system within the Premises is
completed, pressure tested and ready for service.
7. Tenant shall provide a heating, ventilating and air
conditioning (HVAC) system to serve the Premises. The
location of any equipment outside the Premises shall
be approved in writing by Landlord. The design and
installation of the HVAC system shall be in
accordance with the provisions of the Tenant Criteria
Manual.
8. Tenant shall provide, as required, all exhaust air
systems to serve the Premises in accordance with the
provisions of the Tenant Criteria Manual and
Landlord's base building drawings.
9. As determined by Landlord, at Landlord's sole
discretion, tenants having odor producing operations
must maintain a negative pressure within the Premises
and shall install a high velocity forced draft
ventilation system discharging to the atmosphere via
the roof area. Tenant shall be responsible for proper
diffusion of the exhaust in such a manner as to
prevent these odors from entering adjacent air
intakes. The total exhaust from the Premises must
exceed maximum make up air provided for the Premises
by an amount exceeding the minimum outside air
requirements of the heated/air-conditioned area for
the Premises. Tenant shall provide and install all
necessary components of said system in a manner
acceptable to Landlord, at Tenant's sole cost and
expense. Said system shall include, but not be
limited to, exhaust hood(s), make up and exhaust
ducts, fire dampers and fire rated duct chases/shafts
where required (construction as required by code and
located in areas approved by Landlord), exhaust and
make up fans, controls and grease drip pans.
10. If Tenant is a restaurant or food court tenant and
desires the use of a natural gas service, Tenant
shall provide a natural gas service pipe from a
remote multiple meter area located outside the
Premises, from which Tenant's natural gas service
will be available, to a location within the Premises.
All pipe routing, earthquake valves and installation
details shall be in accordance with all applicable
governing codes and subject to Landlord's prior
approval. Furthermore, Landlord shall have the sole
option to install such lines to a location as
determined by Landlord to prevent any delays or
coordination conflicts to the overall project. If
Landlord elects to perform such work on Tenant's
behalf, Tenant shall reimburse Landlord for all costs
associated with the installation of such gas lines.
In the event Landlord shall elect to perform any of Tenant's
Work required pursuant to this Section V.C, Tenant shall
reimburse Landlord for such work.
D. Tenant's Work shall include the procurement of all necessary
permits, licenses, variances and utility services required to
facilitate Tenant's construction and occupancy of the
Premises, and the payment of any fees and taxes associated
with such permits, licenses, variances and utility services,
as may be required by public authorities and serving utility
companies. Tenant shall make all necessary applications,
provide all necessary information, pay all required monies and
take all necessary actions to obtain such items from the
applicable jurisdictional authorities and serving utility
companies.
E. Tenant shall not use any materials in connection with Tenant's
Work which contain asbestos or other materials or substances
that are hazardous or toxic. In the event that Tenant
introduces or allows to be introduced in the Premises any
asbestos containing material or other material or substance
that is now or may hereafter be defined as
11
hazardous or toxic or is otherwise regulated as a material or
substance posing a potential health threat to persons, then
prior to the expiration or earlier termination of this Lease
or as required by applicable federal, state or local laws,
rules or regulations, Tenant shall, at Tenant's sole cost and
expense, remove any such materials or substances in accordance
with all applicable federal, state or local laws, rules or
regulations and in the manner that Landlord may direct which
may include the use of contractors and/or consultants
specified by Landlord.
F. All roof penetrations made as a part of Tenant's Work must
conform to Landlord's standard criteria and shall be subject
to Landlord's approval as to location and construction
details. Roofing and weatherproofing of any installation or
penetration by Tenant must be performed by Landlord's
authorized roofing contractor, and Tenant shall pay all costs
therefor directly to such roofing contractor.
G. Tenant may be required to provide additional items of work or
services as a part of Tenant's Work. If applicable, any such
work or services shall be provided in accordance with the
provisions of the Tenant Criteria Manual.
VI. PLANS
A. Landlord shall furnish to Tenant or, at Tenant's direction, to
Tenant's agent, certain design and construction information
pertinent to the Premises, including, but not limited to, one
(1) copy of the Tenant Criteria Manual and Landlord's base
building drawings.
B. On or before such date as is necessary in order for Tenant to
achieve its Rental Commencement Date, Tenant shall, at
Tenant's sole cost and expense:
1. Engage the services of a licensed architect and
licensed mechanical, electrical and sprinkler system
engineers ("Tenant's Architect and Engineers"), for
the purpose of preparing Plans and Specifications for
Tenant's Work.
2. Notify Landlord of the identity of Tenant's Architect
and Engineers.
C. Tenant agrees that Tenant's Architect and Engineers may act as
Tenant's agents for all Tenant design and plan development
purposes and obligations of this Exhibit B. Tenant shall pay
all fees of its Architect and Engineers. In addition, Tenant
shall pay to Landlord, upon receipt of a statement therefor,
for Plan Coordination and Administrative Services, a fee based
on the Floor Area of the Premises at the rate of seventy-five
cents ($0.75) per square foot of the Floor Area of the
Premises; the aforementioned fee is a one-time charge (i.e.,
one time per occurrence) payable in connection with the review
of Tenant's plans for the initial construction of the Premises
or any subsequent remodel thereof.
D. On or before such date as is necessary in order for Tenant to
achieve its Rental Commencement Date, Tenant shall, at
Tenant's sole cost and expense, cause Tenant's Architect and
Engineers to coordinate, prepare and deliver to Landlord for
Landlord's approval, the following:
1. One (1) sample board of Tenant's final storefront and
interior materials and colors;
2. One (1) digital rendering of Tenant's final
storefront design; and
3. One (1) complete set of PLOT formatted computer
files, configured to a HP-GL/2 Plot driver, or other
Landlord approved electronically formatted drawing
files of preliminary drawings for Tenant's Work,
containing all applicable architectural, structural,
electrical, mechanical (HVAC and plumbing) and
sprinkler system details and specifications, in
accordance with the Tenant Criteria Manual. To
evidence Tenant's approval, such preliminary drawings
shall be electronically stamped by Tenant.
4. One (1) complete set of PLOT formatted computer
files, configured to a HP-GL/2 Plot driver, or other
Landlord approved electronically formatted drawing
files for Tenant's proposed signage and menu boards
showing colors and materials.
12
E. Tenant covenants and agrees that the preliminary drawings
shall be prepared in strict accordance with Tenant's
Construction Requirements. Landlord shall promptly review the
preliminary drawings and notify Tenant's Architect of the
matters, if any, in which the preliminary drawings fail to
meet with Landlord's approval. Within ten (10) calendar days
after receipt of any such notice from Landlord, Tenant or
Tenant's Architect shall cause the preliminary drawings to be
revised in such manner as is required to obtain Landlord's
approval and shall submit the revised preliminary drawings for
Landlord's approval. Upon Landlord's approval of the
preliminary drawings, Landlord shall cause one (1) set to be
electronically stamped on Landlord's behalf, thereby
evidencing Landlord's approval. Landlord shall return such set
to Tenant or Tenant's Architect. The preliminary drawings
bearing Landlord's approval shall become and are hereinafter
referred to as the "Preliminary Plans".
F. Within fifteen (15) business days after the date of Landlord's
approval of the Preliminary Plans, or such other date as may
be required by Landlord for Tenant to achieve its Rental
Commencement Date, Tenant shall, at Tenant's sole cost and
expense, cause Tenant's Architect and Engineers to coordinate,
prepare and deliver to Landlord, in one package, one (1)
complete set of PLOT formatted computer files, configured to a
HP-GL/2 Plot driver, or other Landlord approved electronically
formatted drawings files of all applicable final
architectural, structural, electrical, mechanical (HVAC and
plumbing), and sprinkler system working drawings and
specifications. To evidence Tenant's approval, such final
working drawings and specifications shall be electronically
stamped by Tenant.
G. Tenant covenants and agrees that the final working drawings
and specifications described in Paragraph F above have been
prepared in conformity to the Preliminary Plans and in strict
accordance with Tenant's Construction Requirements. Landlord
shall promptly review the final working drawings and
specifications and notify Tenant's Architect of the matters,
if any, in which such final working drawings and
specifications fail to conform to the Preliminary Plans and
Tenant's Construction Requirements. Within ten (10) calendar
days after receipt of any such notice from Landlord, Tenant or
Tenant's Architect shall cause the final working drawings and
specifications to be revised in such manner as is required to
obtain Landlord's approval and shall submit one (1) set of
PLOT formatted computer files, configured to a HP-GL/2 Plot
driver, or other Landlord approved electronically formatted
drawings files of the revised final working drawings and
specifications for Landlord's approval. Upon Landlord's
determination that the final working drawings and
specifications conform to the Preliminary Plans and Tenant's
Construction Requirements, Landlord shall cause one (1) set of
the final working drawings and specifications, or the revised
final working drawings and specifications, as the case may be,
to be electronically stamped on Landlord's behalf, thereby
evidencing Landlord's approval thereof. Landlord shall return
such set to Tenant or Tenant's Architect. The final working
drawings and specifications bearing Landlord's final approval
shall become and are hereinafter referred to as the "Final
Working Drawings". Tenant shall commence Tenant's Work
promptly after Landlord's approval of the Final Working
Drawings, but not prior to the date that the Premises are in
the condition for delivery by Landlord.
H. Tenant's Final Working Drawings must be designed to
accommodate and provide access to any ducts, pipes, or
conduits installed within the Premises to serve the Shopping
Center or any part thereof, including, but not limited to, the
premises of any tenant. If there is a conflict and relocation
of any mechanical or electrical component is necessary, Tenant
must submit to Landlord for approval, all plans, details and
specifications required by Landlord for such relocation. If
approved, the complete relocation shall be performed as
directed by Landlord, and at Tenant's sole cost and expense.
I. After Landlord's approval of the Final Working Drawings, no
changes shall be made to the Final Working Drawings except
with the prior written approval of Landlord. However, in the
course of construction Landlord may make such changes in, on
or about the Building or the Premises as may be required due
to site conditions and governmental requirements. During all
phases of plan development and prior to bidding plans or
commencing construction, Tenant or Tenant's Architect and
Engineers shall make a physical on-site inspection of the
Premises to verify the "as built" location, conditions and
physical dimensions of the Premises and conformance of the
Final Working Drawings. Failure to do so shall be at the sole
risk and expense of Tenant. Landlord's review and approval of
Tenant's plans, working drawings and specifications is for
13
compliance with Landlord's criteria only, and this approval
does not relieve Tenant of responsibility for compliance with
the Lease, field verification of dimensions and existing
conditions, discrepancies between Final Working Drawings and
"as built" conditions of the Premises, coordination with other
trades, job conditions and compliance with all governing codes
and regulations applicable to Tenant's Work. No responsibility
for proper engineering, safety, design of facilities or
compliance with all applicable governing codes and regulations
is implied or inferred on the part of Landlord by any such
approval.
VII. GENERAL BUILDING SPECIFICATIONS
A. Tenant shall engage the services of a licensed general
contractor ("Tenant's General Contractor") for the purpose of
constructing the Premises and performing related services as
required to complete Tenant's Work. Tenant's General
Contractor shall be bonded and insured as required under the
provisions of this Lease. By this reference, Tenant agrees not
to act as its own general contractor and further agrees that
Tenant's General Contractor can act as Tenant's agent for all
Tenant construction purposes and obligations of this Exhibit
B.
B. Each contractor and subcontractor participating in the
construction of Tenant's Work shall be duly licensed, and each
contract and subcontract shall contain the guaranty of the
contractor or subcontractor that the portion of Tenant's Work
covered thereby will be free from any and all defects in
workmanship and materials for the period of time which
customarily applies in good contracting practices, but in no
event less than one (1) year after the completion of Tenant's
Work. The aforesaid guaranty shall include the obligations to
repair or replace in a first-class and workmanlike manner, and
without any additional charge, any and all of Tenant's Work
done or furnished by said contractor or subcontractor, or by
any of his subcontractors, employees or agents, which shall be
or become defective because of faulty materials or workmanship
within the period covered by such guaranty (and of which
notice is given to such contractor or subcontractor within
such period); and the correction, as aforesaid, of any such
matter shall include, without any additional charge therefor,
all expenses and damages in connection with the removal,
replacement or repair in a first-class manner of any other
part of Tenant's Work which may be damaged or disturbed
thereby. All warranties or guarantees as to materials or
workmanship on or with respect to Tenant's Work shall be
written so that they shall inure to the benefit of Landlord
and Tenant as their respective interests may appear and can be
directly enforced by either, and Tenant shall give to Landlord
any assignments or other assurance necessary to effectuate the
same.
C. Tenant shall submit to Landlord at least five (5) days prior
to the commencement of construction the following information:
1. The name and address of the General Contractor Tenant
intends to engage for the construction of the
Premises, including names and telephone numbers of
on-site and off-site representatives;
2. The names and addresses of Tenant's mechanical,
electrical and plumbing subcontractors, including
names and telephone numbers of on-site and off-site
representatives;
3. A schedule setting forth key dates relating to
Tenant's Work;
4. Copies of insurance certificates required by Article
IX below;
5. A check issued to Westfield Corporation, Inc. for the
total amount of all costs reimbursable to Landlord as
provided in this Exhibit B(including, but not limited
to the cost of the work performed by Landlord
pursuant to Section IV of this Exhibit B);
6. A check issued to Westfield Corporation, Inc. for a
construction deposit; and
7. A copy of Tenant's written contract with its General
Contractor(s) and an itemized statement of estimated
construction costs, including architectural,
engineering and contractor's fees.
14
D. The following provisions with respect to construction
procedures and materials shall apply to Tenant's Work at
Tenant's expense:
1. Tenant and Tenant's General Contractor participating
in Tenant's Work shall:
a. Prior to the commencement of Tenant's
construction, submit to Landlord's tenant
construction coordinator one (1) full set of
Final Working Drawings, endorsed with
Landlord's approval, the approval stamp and
permit number of the local municipality's
building department, local fire marshal or
other governmental entity having
jurisdiction over Tenant's Work or other
evidence that the Tenant has received
building department approval.
b. Provide a full-time supervisor or
representative, representing either Tenant's
General Contractor or Tenant, who will be
present at all times when work is being
performed in the Premises.
c. Make appropriate arrangements, as directed
by Landlord, for temporary utility
connections, if available within the
Shopping Center. Landlord does not represent
that any temporary utility services will be
available for Tenant's use. Tenant must
verify the availability of such services
with Landlord prior to the commencement of
Tenant's Work. If temporary services are not
available, Tenant must install permanent
utility services for the Premises
immediately upon the commencement of
Tenant's Work. If temporary services are
available, Tenant shall pay the cost of all
connections, proper maintenance, use and the
removal of such temporary services. Tenant
shall pay all utility charges incurred by
Tenant's General Contractor and any
subcontractor.
d. Store all building materials, tools and
equipment within the Premises or such other
locations as may be specifically designated
by Landlord's tenant construction
coordinator. In no event shall any material
be stored in the Common Areas or service
corridors.
e. During Tenant's construction of the
Premises, Tenant shall store all trash,
debris and rubbish as directed by Landlord
and upon completion of Tenant's Work, shall
remove all temporary structures, surplus
materials, debris and rubbish of whatever
kind remaining in the Premises, the Building
or the Shopping Center. No debris shall be
deposited in the Common Areas except as
directed by Landlord.
f. Properly protect Tenant's Work with lights,
guard rails and barricades and secure all
parts of Tenant's Work against accident,
storm and any other hazard. Tenant's Work
must be performed within the Premises,
behind a temporary construction barricade
(as described hereinbelow) to be installed
by Tenant as part of Tenant's Work (i) when
required by Landlord if Tenant will not be
open for business on the grand opening of
the Shopping Center, (ii) when required by
Landlord if Tenant's storefront construction
will not be substantially completed (as
described hereinbelow) prior to July 1,
2006, or (iii) earlier, if required by
governmental authorities. Substantially
completed storefront construction shall be
defined as completion of all framing,
drywall, glazing, doors, alarm connection
and activation, and completion to a stage
where a smoke barrier between the Premises
and Shopping Center common area is created.
The temporary construction barricade is
defined as a full height sealed smoke
barrier between the Premises and Shopping
Center common areas; the temporary
construction barricade shall be fully taped,
sanded and primed ready for Landlord's
graphics.
2. Tenant's Work shall be coordinated with all work
being performed or to be performed by Landlord and
other occupants of the Shopping Center to the extent
that Tenant's Work will not interfere with or delay
the completion of any other work. No contractor or
subcontractors participating in Tenant's Work shall
at any time damage, injure, interfere with or delay
the completion of the Building or any other
construction
15
within the Shopping Center, and each of them shall
comply with all procedures and regulations prescribed
by Landlord for the integration of Tenant's Work with
the work to be performed in connection with the
Building and all other construction within the
Shopping Center.
RECOGNIZING THAT LANDLORD SHALL BE EMPLOYING UNION
CONTRACTORS, TENANT AGREES TO ENGAGE THE SERVICES OF
UNION CONTRACTORS WHOSE EMPLOYEES EMPLOYED AT THE JOB
SITE ARE MEMBERS OF, OR REPRESENTED BY, ORGANIZATIONS
FOR THE PURPOSE OF COLLECTIVE BARGAINING, TO THE END
THAT THERE SHALL BE NO LABOR DISPUTE WHICH WOULD
INTERFERE WITH THE OPERATION, CONSTRUCTION AND
COMPLETION OF THE SHOPPING CENTER OR ANY OTHER WORK,
AND TENANT FURTHER AGREES TO ENFORCE THE SAME
CONDITION UPON ALL CONTRACTORS ENGAGED BY TENANT WITH
RESPECT TO THEIR SUBCONTRACTORS WHICH MAY BE ENGAGED
BY ANY SUCH CONTRACTORS.
TENANT WILL COMPLY WITH THE "PROJECT LABOR AGREEMENT"
AND INSTRUCTIONS OF LANDLORD OR LANDLORD'S GENERAL
CONTRACTOR FOR THE PURPOSE OF AVOIDING, ENDING AND/OR
MINIMIZING LABOR DISPUTES. UPON NOTICE FROM LANDLORD
OR LANDLORD'S GENERAL CONTRACTOR, TENANT WILL TAKE
SUCH ACTION, INCLUDING THE PROSECUTION OF LEGAL
PROCEEDINGS IN COURT OR WITH AGENCIES SUCH AS THE
NATIONAL LABOR RELATIONS BOARD, AS LANDLORD OR
LANDLORD'S GENERAL CONTRACTOR SHALL DEEM APPROPRIATE.
E. If required by Landlord, prior to Tenant's commencement of
Tenant's Work, Tenant shall obtain or cause Tenant's General
Contractor to obtain payment and performance bonds covering
the faithful performance of the contract for the construction
of Tenant's Work and the payment of all obligations arising
thereunder. Such bonds shall be for the mutual benefit of both
Landlord and Tenant, and shall be issued in the names of both
Landlord and Tenant as beneficiaries and obligees. Tenant
shall submit a copy of all such bonds, or other evidence
satisfactory to Landlord that such bonds have been issued, to
the Landlord at:
c/o Westfield Corporation, Inc.
00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Tenant Coordination-San Xxxxxxxxx
X. During construction Tenant's General Contractor shall be
required to comply with the following:
1. The work of Tenant's General Contractor and
subcontractors shall be subject to inspection by
Landlord and its supervisory personnel. Any defects
and/or deviations from the Final Working Drawings
shall be rectified by Tenant's General Contractor
and/or subcontractors at no expense to Landlord.
2. Unless otherwise approved by Landlord, Tenant shall
cause its General Contractor and/or subcontractors to
limit their access to the Premises via the rear
entrances and no access will be allowed from or to
the Shopping Center Common Areas.
3. Repair of damage caused to Landlord's Work by
Tenant's General Contractor or subcontractors shall
be at Tenant's expense. Landlord will carry out
necessary repairs without notice and Tenant shall pay
for the cost of such repairs upon demand.
4. Tenant's General Contractor will be required to abide
by and comply with all construction rules and
regulations of the Shopping Center, copies of which
will be obtained by Tenant or Tenant's General
Contractor prior to the commencement of Tenant's
Work, and to make a refundable construction deposit
in the amount of $10,000.00 to Landlord in accordance
with such requirements. Notwithstanding such
requirements, Tenant shall indemnify and protect
Landlord with respect to any breach of such
construction rules and regulations by Tenant's
General Contractor or the failure of Tenant's General
Contractor to make any required deposits or payments.
G. Landlord shall have the right to perform, on behalf of and for
the account of Tenant, which shall be subject to reimbursement
of the cost thereof by Tenant, any and all of
16
Tenant's Work which Landlord determines in its sole discretion
should be performed immediately and on an emergency basis for
the best interest of the project, or to achieve the Rental
Commencement Date, including without limitation work which
pertains to structural components, mechanical, sprinkler and
general utility systems, roofing and removal of unduly
accumulated construction material and debris. The cost of such
Tenant's Work carried out by Landlord on behalf of Tenant
shall be the cost paid by Landlord and based on the cost of
similar work and to include any loading for overtime or any
other loading as a result of carrying out emergency work.
Whenever Landlord shall have elected to perform any or all of
Tenant's Work, whether pursuant to this Paragraph G or any other
provision of the Lease, Landlord may revoke such election by written
notice to Tenant. In such event, full responsibility for such work
shall revert to Tenant.
VIII. COMPLETION OF CONSTRUCTION
A. Tenant shall not be permitted to, and shall not, open for
business in the Premises until the "Opening Requirements" set
forth below are met. In order that Landlord shall have
assurance that the Premises shall be in a good and safe
condition, in compliance with all laws, that adequate
insurance has been obtained, that the Premises has been
constructed in accordance with the Final Working Drawings and
that Tenant's obligations under the Lease have been performed,
the following requirements (the "Opening Requirements") shall
be satisfied:
1. At least five (5) days prior to the opening of the
Premises for business, Tenant shall deliver to
Landlord: (a) insurance certificates; ; (b) a
permanent certificate of occupancy or its equivalent;
(c) certificate by Tenant's Architect certifying that
the construction of the Premises has been completed
in accordance with all plans and specifications
approved by Landlord; (d) copy of Tenant's building
permit with all approvals and signatures from
governing authorities and (e) all evidence typically
required in the jurisdiction where the Shopping
Center is located to provide evidence of compliance
with all applicable building and fire codes and all
other government requirements;
2. Tenant shall give Landlord at least five (5) days'
notice of the date of completion of Tenant's Work in
the Premises, and Landlord shall have inspected the
Premises to determine whether Tenant's Work is
complete in accordance with the requirements of the
Lease and Landlord shall have approved all such work;
and
3. Tenant shall pay Landlord all Minimum Annual Rental
and Additional Rent which has then accrued under the
Lease.
No approval by Landlord shall make Landlord responsible for
the condition of the Premises or constitute a representation
by Landlord of compliance with any applicable requirements or
constitute a waiver of any rights and remedies that Landlord
may have under this Lease or at law or in equity. If Tenant
shall open the Premises in violation of the requirements of
this Article VIII, such action by Tenant shall constitute a
material default under this Lease. On the date Tenant opens
for business in the Premises, Tenant shall be deemed to have
accepted the Premises and agrees that it is in the condition,
with respect to any of Landlord's obligations, which is
required under this Lease. The Opening Requirements shall
apply not only to Tenant's initial construction, but to any
subsequent opening after any temporary closure, casualty,
damage or permitted alterations.
B. Within thirty (30) days following completion of Tenant's Work,
Tenant shall deliver to Landlord the following:
1. Tenant's final notarized original affidavit that
Tenant's Work has been completed to Tenant's
satisfaction and in accordance with the Final Working
Drawings and Tenant's Construction Requirements,
which affidavit may be relied on by Landlord. Any
deliberate or negligent misstatement, or any false
statement made by Tenant therein, shall constitute a
breach of this Lease.
2. The final notarized original affidavit of Tenant's
General Contractor performing Tenant's Work stating
that Tenant's Work has been completed in accordance
with
17
the Final Working Drawings and that all
subcontractors, laborers and material suppliers
engaged in furnishing materials or rendering services
for Tenant's Work have been paid in full.
3. A final notarized original, unconditional waiver of
lien with respect to the Premises executed by
Tenant's General Contractor and final notarized
original, unconditional waiver of liens executed by
each subcontractor, laborer and material supplier
engaged in or supplying materials or services for
Tenant's Work. All waivers of lien documents must
contain, in every circumstance, a totally
unconditional release.
IX. INSURANCE
A. Tenant shall secure, pay for and maintain, or cause Tenant's
General Contractor to secure, pay for and maintain, for all
periods of construction and fixturing work within the
Premises, all of the insurance policies required in the
amounts as set forth herein below. Tenant shall not permit its
General Contractor to commence any work until all required
insurance has been obtained and certificates evidencing such
insurance have been delivered to Landlord.
B. Tenant's General Contractor's and Subcontractor's Required
Minimum Coverage's and Limits to Liability.
1. Worker's Compensation, as required by State law, and
including Employer's Liability Insurance with a limit
of not less than Two Million Dollars ($2,000,000.00)
each accident, Two Million Dollars ($2,000,000.00)
each employee by disease, Two Million Dollars
($2,000,000.00) policy aggregate by disease, and any
insurance required by any Employee Benefit Acts or
other statutes applicable where the work is to be
performed as will protect Tenant's General Contractor
and subcontractors from any and all liability under
the aforementioned acts.
2. Commercial General Liability Insurance (including
Contractor's Protective Liability) in which the
limits shall be not less than Three Million Dollars
($3,000,000.00) per occurrence combined single limit,
bodily injury and property damage. Such insurance
will provide for explosion, collapse and underground
coverage. Such insurance shall insure Tenant's
General Contractor against any and all claims for
bodily injury, including death resulting therefrom
and damage to or destruction of property of any kind
whatsoever and to whomever belonging and arising from
its operations under the contract whether such
operations are performed by Tenant's General
Contractor, subcontractors, or any of their
subcontractors, or by anyone directly or indirectly
employed by any of them.
3. Comprehensive Automobile Liability Insurance,
including the ownership, maintenance and operation of
any automotive equipment, owned, hired and non-owned,
in the minimum amount of Three Million Dollars
($3,000,000.00) combined single limit, bodily injury
and property damage. Such insurance shall insure
Tenant's General Contractor and all subcontractors
against any and all claims for bodily injury,
including death resulting therefrom and damage to the
property of others caused by accident and arising
from its operations under the contract and whether
such operations are performed by the General
Contractor, subcontractors or by anyone directly or
indirectly employed by any of them.
C. Tenant's Protective Liability Insurance - Tenant shall provide
Owner's Protective Liability Insurance insuring Tenant against
any and all liability to third parties for damages because of
bodily injury (or death resulting therefrom) and property
damage liability of others or a combination thereof which may
arise from work in connection with the Premises, and any other
liability for damages which Tenant's General Contractor and/or
subcontractors are required to insure against under any
provisions herein. Said insurance shall provide policy limits
which shall provide, at a minimum, coverage of Three Million
Dollars ($3,000,000.00) combined single limit, bodily injury
and property damage.
18
D. Tenant's Builder's Risk Insurance - Completed Value Builders'
Risk Material Damage Insurance policy covering the work to be
performed for Tenant in the Premises as it relates to the
building within which the Premises is located. The policy
shall include as insureds Tenant, its General Contractor, all
subcontractors and Landlord, as their interests may appear.
The amount of insurance to be provided shall be at one hundred
percent (100%) of the replacement cost.
E. All such insurance policies required under this Exhibit,
except as noted above, shall include Landlord, its architect,
its consultant, its general contractor, subcontractors, and
parties set forth in the Lease and any other parties
designated by Landlord from time to time as additional insured
entities, except the Worker's Compensation Insurance; further
provided, said Worker's Compensation Insurance shall contain
an endorsement waiving all rights of subrogation against
Landlord, its architect, its consultant, its general
contractor and subcontractors.
F. Certificates of insurance shall provide that no reduction in
the amounts or limits of liability or cancellation of such
insurance coverage shall be undertaken without thirty (30)
days prior written notice to Landlord.
G. The insurance required under this Exhibit shall be in addition
to the insurance required to be procured by Tenant pursuant to
the Lease.
-END-
19
EXHIBIT B-1
BACKGROUND MUSIC NOISE MITIGATION REQUIREMENTS
FOR TENANTS LOCATED BELOW THEATERS
QUALITATIVE DESCRIPTION ------------------------------------------------------
OF BACKGROUND NOISE MAXIMUM R.M.S. SOUND PRESSURE LEVEL * NOISE MITIGATION GUIDELINES **
----------------------- ------------------------------------------------------ ---------------------------------------------
DBA IN ANY OCTAVE BAND IN ANY OCTAVE BAND
31 - 250HZ 500-8000 HZ
DB RE: 20 I PA+ DB RE: 20 I PA+
----------------------- ----------- ------------------ ------------------- --------------------------------------------
"Soft to "Medium" <70 dBA < 80 < 70 None
----------------------- ----------- ------------------ ------------------- --------------------------------------------
"Loud" 70 - 85 dBA < 85 < 85 Suspended loudspeakers must be vibrations
isolated using one inch (1") deflection
spring hangers.
----------------------- ----------- ------------------ ------------------- --------------------------------------------
"Very Loud" > 85 dBA > 85, but not >85, but not Acoustical analysis is required by an
exceeding 95(0) exceeding 95(0) independent acoustical consultant.
Acoustical analysis will document: noise
levels, floor ceiling assembly, location of
speakers, details of floor ceiling
penetration, etc.
Construction requirements may include:
single/multi level vibration isolated
drywall ceiling with <12" gap between
ceiling and slab above; batt insulation in
the cavity; vibration isolation of speakers;
sound attenuates within ductwork penetrating
floor ceiling construction; etc.
----------------------- ----------- ------------------ ------------------- --------------------------------------------
* Measured during the hours of simultaneous operation of Tenant and the
theater above.
+ Octave band sound pressure levels dB re: 20 i PA
(0) Sound levels generated in Food Court, Common Areas or tenant areas
shall not be permitted to exceed 95 dB (octave band sound pressure
level, dB re: 20 i Pa) at any time.
** Provided for guidance only. Tenant is required to meet the above
requirements irrespective of the mitigation guidelines presented.
20
ADDENDUM TO EXHIBIT B
REIMBURSEMENT FOR COST OF CONSTRUCTION
This Addendum to Exhibit B is annexed to and made a part of that
certain Lease by and between EMPORIUM DEVELOPMENT, L.L.C., a Delaware limited
liability company (as "Landlord"), and BLUE HOLDINGS, INC., a Nevada corporation
(as "Tenant") for STORE NO. 169 in WESTFIELD SAN FRANCISCO CENTRE.
In the event a conflict arises between the provisions of this Addendum
and any other part of this Lease, this Addendum shall modify and supersede such
other part of the Lease to the extent necessary to eliminate any such conflict
but no further. All terms which are defined in the Lease shall have the same
meaning when used herein.
SECTION 1. CONSTRUCTION REIMBURSEMENT AND PAYMENT.
Subject to the provisions of this Addendum, and provided Tenant is not
in default under this Lease beyond any applicable notice and cure period,
Landlord shall pay to Tenant an amount (hereinafter called the "Allowance")
equal to EIGHT HUNDRED EIGHTEEN THOUSAND AND NO/100 DOLLARS ($818,000.00). The
Allowance shall be due only during the original Term of this Lease. The
Allowance shall be payable as follows:
(a) $245,400.00 shall be payable to Tenant within thirty (30) days
after Tenant's written application therefor and the date upon which Tenant has
received all necessary permits and approvals for the construction of Tenant's
Work and Tenant has commenced Tenant's Work in accordance with the Lease and
provided Landlord with the Form W-9 as required hereinbelow;
(b) $245,400.00 shall be payable to Tenant within thirty (30) days
after Tenant's written application therefor and completion of fifty percent
(50%) of Tenant's Work in or to the Premises, as certified by Tenant's architect
and verified by Landlord;
(c) $245,400.00 shall be payable to Tenant within thirty (30) days
after Tenant's written application therefor and completion of one hundred
percent (100%) of Tenant's Work in or to the Premises (except for minor
punchlist items), as certified by Tenant's contractor and verified by Landlord
(provided Landlord performs such verification within 48-hours following receipt
of Tenant's application hereunder), the opening by Tenant of Tenant's business
in the Premises, and the acquisition by Tenant of a Certificate of Occupancy for
the Premises properly issued by the governmental body having jurisdiction there
over (or other equivalent authority to open);
(d) The balance of the Allowance in the amount of $81,800.00 shall be
payable to Tenant within thirty (30) days following Tenant's written application
for such payment and the satisfaction of all of the following conditions:
(i) The lien period for the work performed by Tenant shall
have expired and no liens in connection with the same shall have been filed, or
if said lien period shall not have expired, Tenant has furnished Landlord with
unconditional waivers of lien and sworn statements from Tenant's general
contractor and any subcontractor or any person performing labor and/or supplying
materials in excess of $2,500.00 in connection with such work showing that all
of said persons have been paid in full;
(ii) Submission by Tenant to Landlord of copies of warranties
received by Tenant, which warranties shall be for not less than one year against
defects in workmanship, materials and equipment;
(iii) Full payment by Tenant of all sums due Landlord for
items of work performed by Landlord on behalf of Tenant as outlined in Exhibit
B;
(iv) Submission by Tenant to Landlord of a breakdown of
Tenant's final and total construction costs, along with all supporting invoices,
agreements and related documents covering Tenant's Work;
(v) Completion by Tenant of all punch list work reasonably
requested by Landlord; and
(vi) Receipt by Landlord of Internal Revenue Service Form W-9,
Request For Taxpayer Identification Number and Certification.
21
Application for payment should be sent to:
Westfield Corporation, Inc.
00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Vice President, Management Accounting.
For any progress payment payable hereinabove [except the first such
payment under (a)], Tenant shall have furnished Landlord with unconditional
progress waivers of lien from Tenant's general contractor and any subcontractor
or any person performing labor and/or supplying materials in connection with
such work showing that all such persons have been paid to date for all work
performed to such date. In addition, Tenant must provide Landlord with Internal
Revenue Service Form W-9, Request For Taxpayer Identification Number and
Certification, before any payment of the Allowance can be made.
SECTION 2. RIGHT OF DEDUCTION.
Any improvement or work done or authorized by Tenant or performed to
Tenant's account, the cost of which remains unpaid at the time the Allowance is
otherwise payable, and any accrued Rental which remains unpaid at the time the
Allowance is payable, will be deducted from any Allowance payment by Landlord to
Tenant, and Landlord may hold the same as security against any liens arising
therefrom if Tenant has not posted a bond or other security, or Landlord may pay
such unpaid cost for and on behalf of Tenant.
SECTION 3. LATE OPENING.
Intentionally Deleted.
SECTION 4. TENANT'S RIGHT TO OFFSET AND INTEREST.
In the event Landlord fails to pay all or a portion of the Allowance to
Tenant when required under Section 1, above, (provided all applicable conditions
to the making of such payment set forth herein are satisfied), following at
least ten (10) days' written notice to Landlord of such failure to make such
payment, then if Landlord shall still have not paid the Allowance within thirty
(30) days after the end of said ten (10) day period, Tenant shall thereafter
have the right to deduct the then unpaid amount of the Allowance from the Rental
thereafter payable under the Lease, together with interest thereon at the rate
set forth in Section 27.13, from the date such amount was payable to Tenant
hereunder until so deducted from Rental or paid by Landlord.
22
EXHIBIT C
ADDITIONAL INSURED ENTITIES
WESTFIELD SAN FRANCISCO CENTRE
Westfield America, Inc., Westfield America Limited Partnership, Westfield
Emporium LLC, Emporium Development, L.L.C., and any and all of their respective
parent organizations, partners, subsidiaries and affiliates together with any
mortgagee, as their interests may appear.
23
EXHIBIT D
INTENTIONALLY OMITTED
24
EXHIBIT E
EMPLOYMENT COMPLIANCE REQUIREMENTS FOR ATTACHMENT 9 & 10 TO THE OPA/DDA
FOR TENANTS LEASING LESS THAN 10,000 SQ. FEET
STATEMENT OF UNDERSTANDING
This document represents a summary of the Equal Employment Opportunity Program
as defined in Attachments 9 & 10 to the OPA/DDA.
Complete copies of Attachments 9 & 10 are available at the Westfield
Corporation, Inc., development office location listed below:
EEO Compliance Manager
000 Xxxxxx Xx., Xxx X
Xxx Xxxxxxxxx, XX 00000
(000) 000-0000 Tel.
(000) 000-0000 Fax
00
XXXXXXXXX XXX XXXXXXXXX XXXXXX
000 XXXXXX XXXXXX PROJECT
INTRODUCTION TO THE
EMPLOYMENT COMPLIANCE REQUIREMENTS
For Tenants Leasing Less than 10,000 Sq. Feet
--------------------------------------------------------------------------------
The attached "EMPLOYMENT COMPLIANCE REQUIREMENT TEMPLATE FOR PERMANENT
WORKFORCE" and related "RIDER" outline your responsibilities and reporting
requirements as a tenant of Westfield San Francisco Centre.
PERMANENT WORKFORCE
OVERVIEW
SAN FRANCISCO IS RECOGNIZED WORLDWIDE FOR ITS RICH ETHNIC DIVERSITY AND CULTURE
AND IS AMONG THE TOP TOURIST DESTINATIONS FOR BOTH INTERNATIONAL AND DOMESTIC
VISITORS. AS SUCH, LOCAL RETAILERS FIND THAT EMPLOYING AN ETHNICALLY DIVERSE
WORKFORCE PROVIDES A DISTINCT BUSINESS ADVANTAGE.
TENANT RESPONSIBILITIES
Under the OPA/DDA, Landlord and its tenants will make good faith efforts to
ensure that the permanent workforce at Westfield San Francisco Centre reflects
the diverse ethnic composition of San Francisco residents according to the most
recent census data. Our goal is to achieve an overall 50% San Francisco
residency in the permanent workforce with first consideration given to South of
Market Area (SOMA) residents.
All our research of recent large retail developments indicates that these goals
can easily be attained and maintained. To assist and ensure the effortless
accomplishment of these permanent employment goals, we have enlisted the
services of the South of Market Employment Center (SOMEC) to assist our tenants
by providing access to a qualified, prescreened pool of applicants.
SCREENING OF THE APPLICANT POOL WILL BE BASED ON THE HIRING CRITERIA THAT YOU
PROVIDE TO SOMEC. SOMEC has successfully worked with several recent large-scale
retail, food and beverage, and hotel developments in the SOMA area (including
the Sony Metreon, the Four Seasons Hotel, the Marriott and the W Hotel) to
screen and provide a qualified applicant pool from which to select their
workforces.
The procedures we have developed to utilize SOMEC's services are:
o Responsive to your business employment needs;
o Easily understood and incorporated into your general operating
procedures; and
o Cost effective as they save your company significant expenses
related to recruiting and screening a qualified applicant
pool.
We shall provide a staff member--our EEO Compliance Manager--who will offer
direct assistance in the posting of your job openings, providing employment
resources and the reporting of your hiring achievements.
REPORTING REQUIREMENTS
The terms of the OPA/DDA require that Landlord and its tenants record and report
their achievements periodically. YOU WILL BE REQUIRED TO COMPLETE REPORTING
DOCUMENTS NO LATER THAN 60 DAYS AFTER YOUR BUSINESS OPENS AND ANNUALLY
THEREAFTER. These reporting requirements are detailed in your compliance
template and in Attachment 9, Schedule C, Section V. Our EEO Compliance Manager
will work with your designated staff member to facilitate completion of these
reports.
INSTRUCTIONAL HANDBOOK
All tenants will be provided with a handbook that will explain and detail the
steps needed to utilize SOMEC's services, and to fulfill the reporting
requirements to the Agency. All the necessary forms and step-by-step procedures
needed to utilize SOMEC's services and to report your workforce composition
accomplishments will be provided by our EEO Compliance Manager.
TRAINING WORKSHOPS
26
Prior to your business opening, we will conduct scheduled workshops outlining
the use and procedures of SOMEC's employment referral services and the
completion of the reporting forms to the Agency. Tenants and their designated
staff are invited and highly encouraged to attend these workshops.
We are confident and enthusiastic that our joint commitment to the communities
of San Francisco will enhance your business' tenancy at Westfield San Francisco
Centre and we are committed to supporting our tenants in the achievement of
these goals.
27
EMPORIUM REDEVELOPMENT PROJECT, WESTFIELD SAN FRANCISCO CENTRE
EMPLOYMENT COMPLIANCE REQUIREMENT TEMPLATE FOR PERMANENT WORKFORCE
For tenants leasing less than 10,000 sq. ft.
--------------------------------------------------------------------------------
OPA/DDA REQUIREMENTS
--------------------------------------------------------------------------------
1. MAKE GOOD FAITH EFFORTS TO FILL VACANCIES WITHIN ITS WORKFORCE AT A
RATE THAT REFLECTS THE ETHNIC AND GENDER COMPOSITION OF THE CITY AND
COUNTY OF SAN FRANCISCO IN EACH APPLICABLE JOB CATEGORY. (SCHEDULE C,
SECTION III (A) (1 )OF ATTACHMENT 9 OF THE OPA/DDA).
2. MAKE GOOD FAITH EFFORTS TO EMPLOY 50% OF ITS WORK FORCE FROM SOMA
AREA(1) RESIDENTS AND THEN TO OTHER RESIDENTS OF SAN FRANCISCO.
(SCHEDULE C, SECTION III (A) (2) OF ATTACHMENT 9 OF THE OPA/DDA).
3. MAKE FIRST CONSIDERATION FOR EMPLOYMENT(2) TO EQUALLY QUALIFIED
RESIDENTS OF THE SOMA AREA AND THEN TO OTHER SAN FRANCISCO RESIDENTS.
IF A CONFLICT ARISES, ACHIEVING ETHNIC AND GENDER GOALS SHALL TAKE
PRECEDENCE OVER RESIDENCY. (SCHEDULE C, SECTION III (A) (3) OF
ATTACHMENT 9 OF THE OPA/DDA).
4. TENANTS MUST HAVE INTERNAL POLICIES AND PROCEDURES IN PLACE TO ENSURE
THAT IT CAN COMPLY WITH THE GOALS SET FORTH IN SCHEDULE C, AND MUST
KEEP SUCH RECORDS AS ARE NECESSARY TO DOCUMENT IN WRITING THE GOOD
FAITH EFFORTS IT HAS MADE TO MEET THE GOALS. (SCHEDULE C, SECTION IV
(D) OF ATTACHMENT 9 OF THE OPA/DDA).
5. TENANTS SHALL PREPARE REPORTS FOR EACH JOB CATEGORY WHICH SHOW BY RACE,
GENDER, RESIDENCE, AND, WHERE REQUIRED, BY PART-TIME OR FULL-TIME, DATE
AND REFERRAL SOURCE: CURRENT WORK FORCE COMPOSITION; APPLICANTS;
INTERVIEWS AND JOB OFFERS; HIRES; REJECTIONS; PENDING APPLICATIONS;
PROMOTIONS AND DEMOTIONS; AND EMPLOYEES WORKING, ON AVERAGE, LESS THAN
35 HOURS PER WEEK. (SCHEDULE C, SECTION V (A) OF ATTACHMENT 9 OF THE
OPA/DDA).
6. TENANTS MAY TAKE ANY DISPUTE CONCERNING THE INTERPRETATION AND
IMPLEMENTATION, OR ALLEGED BREACH OF THESE REQUIREMENTS TO ARBITRATION.
(SCHEDULE C, SECTION VII OF ATTACHMENT 9 OF THE OPA/DDA).
--------------------------------------------------------------------------------
TENANT'S RESPONSIBILITIES
--------------------------------------------------------------------------------
o MAINTAIN A RECORD OF ALL JOB POSTINGS.
o DISTRIBUTE APPLICANT CENSUS FORM TO ALL JOB APPLICANTS.
o MAINTAIN A RECORD OF APPLICANTS INTERVIEWED FOR JOB OPENINGS, USING THE
APPLICANT CENSUS FORM.
o COMPLETE WORKPLACE COMPOSITION REPORTING FORM
-------------------------------------------------------------------------------
GOOD FAITH EFFORTS(1)
--------------------------------------------------------------------------------
o PROVIDE TIMELY NOTICE OF ANY JOB OPENINGS TO SOUTH OF MARKET EMPLOYMENT
CENTER.
o POST ALL JOBS WITHIN WESTFIELD'S
SHOPPING CONCIERGE CENTER.
o PARTICIPATE IN COMMUNITY JOB FAIRS.
o USE INTERNET SEARCH ENGINES AND/OR EMPLOYMENT OUTREACH AGENCIES AND/OR
CLASSIFIED ADS IN LOCAL PUBLICATIONS TO ASSIST IN TARGETING A QUALIFIED
AND DIVERSE APPLICANT POOL.
o USE OTHER RECRUITMENT METHODS INCLUDING PLACING RADIO ADS, ESTABLISHING
RELATIONSHIPS WITH LOCAL SCHOOLS AND OUTREACH ORGANIZATIONS, RECRUITING
AT NEIGHBORHOOD SENIOR CENTERS, CONDUCTING INTERNET RECRUITING, OR
UTILIZING OTHER METHODS TO ENSURE THAT (I) ITS WORK FORCE REFLECTS THE
COMPOSITION OF THE CIVILIAN WORK FORCE GENERALLY FOR ITS TYPES OF
BUSINESSES IN THE CITY AND COUNTY OF SAN FRANCISCO AND (II) THE
LOCAL/SOMA HIRING GOALS OF SECTION III OF SCHEDULE C ARE ACHIEVED.
(SCHEDULE C, SECTION IV (E) (2) OF ATTACHMENT 9 OF THE OPA/DDA).
--------------------------------------------------------------------------------
(1) The following are suggestions of good faith efforts rather than
requirements.
(2) SoMa is defined by specific zip codes and street names at Attachment 9,
Section II(Y)).
(3) "First consideration for employment" is defined in Attachment 9 of the
OPA/DDA to mean to offer a permanent position to individuals who are
qualified for that position and who live in SoMa (or in San Francisco
as the case may be) prior to offering the position to a qualified
individual who does not live in SoMa (or San Francisco as the case may
be). (Attachment 9, Section II(N)).
28
EMPORIUM REDEVELOPMENT PROJECT,
WESTFIELD SAN FRANCISCO CENTRE
RIDER
FOR TENANTS LEASING LESS THAN 10,000 SQ. FT.
This rider (this "RIDER") to Exhibit E of that certain Lease by and between
Emporium Development LLC, a Delaware limited liability company ("LANDLORD"), and
BLUE HOLDINGS, INC., a Nevada corporation ("TENANT"), dated as of _________ (the
"LEASE"), is entered into by and between Landlord and Tenant as of the date of
the Lease. Any capitalized terms not defined herein shall have the meaning
ascribed to them in the OPA/DDA (as defined below), and specifically Attachments
9 and 10 thereto.
WHEREAS, Landlord and the Redevelopment Agency of the City and County
of San Francisco ("AGENCY"), are parties to that certain Owner
Participation/Disposition and Development Agreement ("OPA/DDA");
WHEREAS, the OPA/DDA requires Landlord to incorporate certain
provisions in the Lease; and
WHEREAS, Landlord and Tenant desire to incorporate such provisions in
the Lease as provided herein.
Now therefore, in consideration of the terms and conditions of this
Rider and Landlord's agreement to enter into the Lease, and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Tenant agrees to comply with all applicable provisions of the
City of San Francisco's First Source Hiring Program (as
provided in San Francisco Administrative Code Chapter 83), to
the extent that such provisions remain in full force and
effect on a city-wide basis to established and future
developments, as more particularly provided in the OPA/DDA in
Attachment 9, Schedule D, Section II.
2. Tenant is encouraged, but not required, to contact the Agency
to obtain information regarding Minority and Women-Owned
Business Enterprises, for consideration by Tenant in awarding
contracts for the planning, designing and constructing of its
tenant improvements, as more particularly provided in the
OPA/DDA in Attachment 9, Schedule B, Section IV.
3. As required by the OPA/DDA, Tenant and Landlord hereby
incorporate herein by reference the relevant provisions of
Attachment 9 to the OPA/DDA, including the Schedules attached
thereto.
4. Tenant hereby waives any and all claims against the Agency for
damages, direct or indirect, including, but not limited to,
claims relative to the commencement, continuance and
completion of construction, as more particularly provided in
the OPA/DDA in Attachment 9, Section IX(N).
29
5. Tenant hereby designates the following person as agent for
service of process, as more particularly provided in the
OPA/DDA in Attachment 9, Section IX(P):
Name/Title: Xxxxxxx Xxxxxxx
Address: Blue Holdings, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
6. This Rider may be executed in any number of counterparts with
the same effect as if all parties hereto had signed the same
document.
IN WITNESS WHEREOF, the Parties have executed this Rider effective as
of the date and year first written above.
BLUE HOLDINGS, INC.
a Nevada corporation
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
LANDLORD:
EMPORIUM DEVELOPMENT, L.L.C.,
a Delaware limited liability company
By: Westfield Emporium LLC,
a Delaware limited liability company,
its managing member
By: Westfield America Limited Partnership,
a Delaware limited partnership,
its sole member
By: Westfield America, Inc.,
a Missouri corporation,
its general partner
By: ________________________
Name:
Title:
30
