G-1216 - 08/09/2022 - LICENSE -ALCOHOL - Ordinances Exhibits FOR OFFICE USE
.o.
Date Approved: VILLAGE OF OAK BROOK
License#Issued: Charlotte K.Pnms,Village Clerk
Fee Received: a '" + 1200 Oak Brook Road
'' G e Oak Brook,Illinois 60523-2255
(630)366-5036 fax(630)369-5037
kvonac oak-brook.or
APPLICATION FOR LIQUOR LICENSE
Application is hereby made to the Local Liquor Control Commissioner of the Village of Oak Brook for issuance
of a Village of Oak Brook liquor license,pursuant to the ordinances of the Village and laws of the State of Illinois.
In support of said application,the following is submitted:
CLASS: A-1 FEE:
EXTENDED HOUR FOR CLASS A-1 LICENSE ONLY: Yes®No 19 ADDITIONAL FEE: 500.00
Corporate Name: Projed Apollo Oakbrook, LLC Phone#:
Business Name: Taverna Violi Phone#:
Establishment Name: Tavema Violi Phone#:
Corporate Address:
Street Address 10 W. Hubbard Street, Suite 3W Fax#:
City/State/Zip Chicago, IL 60654 E-Mail Address:
Contact Name: Lucas Stoioff Contact Title:
Phone#: 312-399-0009 E-mail address: lucas@dineamic.com
Establishment Address:
Street Address 260 Oak Brook Center Fax#:
City/State/Zip Oak Brook, IL 60534 E-Mail Address: stoll@dineamic.com
Contact Name: Stephen Stoll Contact Title- Director of Operation
Phone#: 773-3557O005 E-mail address: stoll@dineamic.com
State of Illinois Liquor License Number: Expiration Date:
List each specific location within this 1) Restaurant area
establishment where alcoholic 2) Bar area
liquor is being offered for retail sale: 3) Outdoor Patio
4)
5)
6)
Ownership of Premises: Owned For initial application,provide proof of ownership(e.g. title policy)
Leased If leased,provide copy of lease for full period of license and provide the
following information:
Name of Lessor: Oakbrook Shopping Center, LLC
Address of Lessor: 350 N.Orleans St., Suite 300
City, State&Zip: Chicago, IL 60654
TYPE OF BUSINESS: El Corporation 0 Individual/Sole Proprietorship ULimited Liability Co.03 Partnership
Length of time in business: Character of business: Restaurant
LIQUOR LICENSE APPLICATION 5-12 Pagc 1 ol'9
;'•;•: VILLAGE OF OAK BROOK
Charlotte K.Pnm,Village Clerk
I 1200 Oak Brook Road
t' ! Oak Brook Illinois 60523-2255
f (630)369-5036 Fax(630)368-5037
kvon-len@oak-brook.oM
INDIVIDUAL/SOLE PROPRIETORSHIP : Are you a resident of Oak Brook ®Yes ❑ No
Other than an Individual/Sole Proprietorship this section must be completed by an authorized agent of
the applicant
This applicant,other than an Individual/Sole Proprietorship,was organized,formed,or incorporated under the laws of the
State of Illinois on the 21st day of June, 2021 .
If applicant was not organized,formed or incorporated in the State of Illinois,is applicant a foreign business qualified
under one of the following to transact business in Illinois❑Yes 0 No Please check which one:
® Illinois Business Corporation Act 15111inois Revised Uniform Limited Partnership Act
® Illinois Secretary of State 0 Illinois Revised Uniform Partnership Act
Other than an Individual/Sole Proprietorship is this business qualified pursuant to one of the following to transact business
in Illinois MYes❑No Please check which one:
❑ Illinois Business Corporation Act ®Illinois Revised Uniform Limited Partnership Act
(Illinois Secretary of State ❑Illinois Revised Uniform Partnership Act
Registered Agent:
Name: MS Registered Agent Services Telephone#:
Street Address 191 N. Wacker Drive, Suite 1800 Fax#:
City/State/Zip Chicago, IL 60606 E-Mail Address:
OUALIFICATIONS:
® Yes 19 No Does the applicant,the manager or any person or entity listed as Officer,Shareholder,Member,
Manager or Partner possess a current Federal wagering and gaming device stamp?
(If yes,provide details on reverse side)(or on an addendum)
❑Yes WNo Has a federal wagering stamp been issued by the federal government for the current tax period
for the premises for which a license is sought?
(If yes,provide details on reverse side)
❑Yes 0 No Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member,
Manager or Partner ever been convicted of a violation of any Federal or State law concerning
the manufacture,possession or sale of alcoholic liquor,or forfeited their bond for failure to
appear in court to answer charges for any such violation?
(If yes,provide date, offense,jurisdiction and case number on reverse side)
❑Yes 9No Has applicant made application for similar or other liquor license on premises other than
descnbed in this application?
LIQUOR LICENSE APPLICATION 05-12 Page 2 of 9
r VIII.AGE OF OAK BROOK
f m'y Charlottc K.Pniss,Villagc Clerk
k y s 1200 Oak Brook Road
Oak Brook,Illinois 60523-2255
•„ t' (630)368-5036 Fax(630)368-5037
= kvonacbm@oak-brook.org
(If yes,provide disposition of such application on reverse side)
Yes &No Has any liquor license issued to the applicant ever been revoked or suspended?
(If yes,provide date, reason and jurisdiction on reverse side)
Yes JZ No Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member,
Manager or Partner ever been convicted of a gambling offense in violation of Section 28-3 of
the Criminal Code of the State of Dlinois(720 ILCS 5.28-1,et seq.),as heretofore or hereafter
amended,or as proscribed by a statute replaced by any of the aforesaid statutory provisions?
(If yes,provide date, offense,jurisdiction and case number on reverse side)
❑Yes VNo Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member,
Manager or Partner ever been convicted of a felony?
❑Yes J6 No Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member,
Manager or Partner ever been convicted of being the keeper of,or is keeping,a house of ill
fame?
❑Yes Mo Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member,
Manager or Partner ever been convicted of pandering or other crime or misdemeanor opposed
to public decency and morality?
INDIVIDUALS:
For each Person,Owner,Partner,Officer,Director,Member and Stockholder holding directly or beneficially
more than 5%of stock in the business please provide the following information.
Position Held Within Organization %of stock
i.e.Owner,Managing Partner,general partner,shareholder, owned or
Name officer(name office held) membshp
interest
Lucarex Oakbrook, LLC LLC Member 70%
Chania, LLC LLC Member 7%
DineAmic Group, LLC LLC Manager 0%
Various Various LLC members holding less than 3% 23%
David Rekhson LLC Manager of DineAmic Group, LLC 0%
Lucas Stoioff LLC Manager of DineAmic Group, LLC 0%
LIQUOR LICENSE APPLICATION 05-12 Pagc 3 of 9
'. VILLAGE OF OAK BROOK
Charlone K.Pruss,Village Clerk
�# 1200 Oak Brook Road
_+ Oak Brook,Illinois 60523-2255
(630)368-5036 Fax(630)368-5037
kvooach=@oak4mwk.org
Court in which(or law under which)you were naturalized
Name: Lucarex Oakbrook, LLC Phone number:#
Address: 10 W. Hubbard Street, Suite 3W Date of Birth:
City/State,Zip Chicago, IL 60654 Place of Birth:
Drivers License Number: #
Position held with above named business: LLC Member
Yes []No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen?
if you are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
Name: Chania, LLC Phone number:#
Address: 900 W.Van Buren,Suite 105 Date of Birth:
City/State,Zip Chicago,IL 60607 Place of Birth:
Drivers License Number: #
Position held with above named business: LLC Member
❑Yes ❑No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen?
If you are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
Name: DineAmic Group, LLC Phone number:#
Address: 10 W. Hubbard Street, Suite 3W Date of Birth:
City/State,Zip Chicago, IL 60606 Place of Birth:
Drivers License Number: #
Position held with above named business LLC Manager
Yes E3No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen?
If you are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
LIQUOR LICENSE APPLICATION 05-12 Page 5 of 9
�. VILLAGE OF OAK BROOK
Cbarloae K.Pnuss,Village Clerk
{6 A 1200 Oak Brook Road
Oak Brook,Illinois 60523-2255
(630)36&5036 Fax(630)368-5037
brook orR
FOR EACH OF THE INDIVIDUALS LISTED PLEASE PROVIDE THE FOLLOWING INFORMATION:
Name: Lucas Stoioff Phone number:#
Address: Date of Birth:
City/State,Zip Place of Birth:
Drivers License Number: #
Position held with above named business: LLC Manager of DineAmic Group, LLC
L Yes ®No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen?
If you are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
Name: David Rekhson Phone number:#
Address: Date of Birth:
City/State,Zip Place of Birth:
Drivers License Number: #
Position held with above named business: LLC Manager of DineAmic Group, LLC
❑Yes ❑No Are you a citizen of the United States? ❑Yes M No Are you a Naturalized Citizen?
If you are a naturalized citizen give date and city of naturalization
Court in which(or law under which)you were naturalized
Name: Phone number:#
Address: Date of Birth:
City/State,Zip Place of Birth:
Drivers License Number: #
Position held with above named business:
rl Yes ❑No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen?
If you are a naturalized citizen give date and city of naturalization:
LIQUOR LICENSE APPLICATION 05-12 Page 4 of9
f„z VILLAGE OF OAK BROOK
f Charlotte K.Prins,Village Clerk
1200 Oak Brook Road
Oak Brook,Illinois 60523-2255
(630)368-5036 Fax(630)368-5037
kvonaclrn@Oak-brook.org
Name: Phone number:#
Address: Date of Birth:
City/State,Zip _ Place of Birth:
Drivers License Number: #
Position held with above named business:
❑Yes 10 No Are you a citizen of the United States? ❑Yes ®No Are you a Naturalized Citizen?
tf you are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
Name: Phone number:#
Address: Date of Birth:
City/State,Zip Place of Birth:
Drivers License Number: #
Position held with above named business:
❑Yes ®No Are you a citizen of the United States? ❑ Yes ®No Are you a Naturalized Citizen?
Ifyou are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
Name: Phone number:#
Address: Date of Birth:
City/State,Zip Place of Birth:
Drivers License Number: #
Position held with above named business:
® Yes ❑No Are you a citizen of the United States? ❑Yes ®No Are you a Naturalized Citizen?
If you are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
LIQUOR LICENSE APPLICATION 05-12 Page 6 of'9
VILLAGE OF OAK BROOK
(``' `•, Charlotte K.Prow Village Clerk
J s 1200 Oak Brook Road
y. t Oak Brook,Illinois 60523-2255
s (630)368-5036 Fax(630)368-5037
'"r..✓' kvonachen[a)oak-brtwk.org
Name of person operating as General Manager of the premises: Stephen Stoll
Name of person operating as Liquor Manager of the premises: Stephen Stoll
A Manager Application Form must be submared jar the individuals named above. An initis!appikadon must
also include completed fingerprint card
RESTRICTIONS:
a. No liquor license shall be issued to any person for premises upon which theatrical or other live
performances, which include the types of conduct enumerated in Sections 3-55 of Chapter, 3 shall
constitute the entertainment offered to the patrons thereof This prohibition includes,but is not limited
to, any entertainment, fashion show or other presentation which may include any person in a nude or
semi-nude state,including,but not limited to,servers,hosts,hostesses,dancers, singers, models or other
performance artists,or role playing interactions.
b. No liquor license shall be issued to any person for premises upon which a men or women's club is
located.
INSURANCE REQUIREMENTS:
a. Certificate of general liability insurance with limits of not less than$1,000,000 combined single limit
or $1,000,000 per occurrence and per aggregate naming the Village of Oak Brook as a party insured
issued by an insurance company licensed to do business in the State of Illinois having a "Best" rating
acceptable to the Village. The effective period of such insurance coverage shall coincide with the period
the liquor license is in effect.
b. Policy of liquor liability insurance by a responsible insurance company authorized and licensed to do
business in the state insuring such applicant in the amount of not less than one million dollars
($1,000,000).
SUBMITTALS:
In addition to this application form the following must be submitted:
=Annual Fee plus Extended Hour Fee if Applicable
Certificate of Insurance
��Liquor License Manager Application Form
Lease-If premises not beneficially owned by Applicant
Proof of completion of the Illinois Department of Alcohol and Substance Program by all
facility managers and employees as is necessary.
LIQUOR LICENSE APPLICATION 05-12 Page 7 of 9
�� Vn.LACE of OAK BROOK
j'`' `•�, Chulorte K_Pnm,Village Clerk
1200 Oak Brook Roadok,
Oak BroIllinois 60523.2255
t� l+ (630)368-5036 Fax(630)368-5037
kvonachcn@oak-6rook.org
Proof of completion of attendance by all facility managers and employees as is necessary
of a Alcohol Awareness Training Program conducted by the Oak Brook Police
Department,
Initial Applicants must also provide:
Proof of ownership of premises(e.g.title report)
Floor Plan,as required for any premises to be licensed for sale of alcoholic liquor for
consumption on the premises,drawn to scale,and with sufficient detail to depict types of
seating, location of bars and other design features. (Submit twelve(12)copies of Floor
Plan and Menu.)
Zaompleted
fingerprint cards for each Corporate Officer,General Manager and Liquor Manager
=Employee liquor handling training manual describing the specific procedures of the
applicant to monitor operations to insure no incidences of underage drinking.
Applicant understands and agrees that additional information and material may be required during the
processing of this application related to applicant's qualifications, the information provided herein,
including attachments, and the class of license involved. Applicant agrees to provide such additional
information and material and that failure to do so may delay the processing of this application or result
in its denial.
Applicant understands that no liquor license shall be issued to any person:
(a) for premises upon which theatrical or other live performances which include the types of conduct
enumerated in Section 3-55 of Chapter 3 of The Oak Brook Village Code. This prohibition includes,
but is not limited to, any entertainment, fashion show or other presentation which may include any
person in a nude or semi-nude state, including,but not limited to, servers,hosts,hostesses, dancers,
singers, models or other performance artists,or role playing interactions.
(b) for the sale at retail of any alcoholic liquor within one hundred (100) feet of any church, school,
hospital, home for the aged or indigent persons or for veterans, their spouses or children or any
military or naval stations.
(c) for premises upon which a men's or women's club is located-
]n the event Applicant is made aware that any information or document submitted, as part of this
application process is inaccurate or incomplete, Applicant agrees to immediately notify the Village and
provide appropriate corrections. Applicant understands and agrees to provide such additional
information and material, and that failure to do so may delay the processing of this application or result
in its denial.
LIQUOR LICENSE APPLICATION 05-12 Pap 8 of 9
VII.!AGE OF OAK BROOK
0rloue K.Fess,Village Clerk
�} 1200 Oak Brook Road
J Oak Brook Illinois 60523-2255
rr (630)361!•5036 Fax(630)368-5037
_ kvw-he(doA*ook.o%
ATTESTATIONS:
1, LUCAS STOIOFF the Authorized Signatory of the above licensee, hereby certify under oath,
that the foregoing application is true and correct and all information previously submitted on the original
application, including the floor plan, has not changed. I further understand that any incorrect or fraudulent
statement made in this application constitutes grounds for immediate suspension and/or revocation of the liquor
license herein sought.
The undersigned,does further state as follows:
That the undersigned is empowered to prepare and sign this application on behalf of the applicant.
That the undersigned has reviewed this application,and all attachments and submittals,and that the information
contained herein is true and accurate.
That the undersigned,on behalf of the Applicant,acknowledges and agrees that a false statement knowingly
made in this application shall bar the Applicant from further consideration and the application shall be denied.
That the undersigned is not disqualified to receive a liquor license by reason of any matter or tiling contained in
the laws of this state,or the ordinances of the Village.
That the undersigned will not violate any of the laws of the State of Illinois,or of the United States, including but
not limited to the Americans With Disabilities Act, or any ordinances of the Village in the conduct of the
applicant's place of business.
APPLICANT Project Apollo Oakbrook, LLC
DineAmic Grano. LM
BY:
Signature
Print Name Lucas Stoioff
Title Authorized Signatory and LLC Manager of DineAmic Group, LLC
LIQUOR LICENSE APPLICATION 05-12 Page 9 of 9
WL"Ut Of OAK BROOK
Kith)Vonuhen,Admen Asst
I 2 Oak Bron Rea)
(h►Brwi,panwrs 60523-2255
(6301368-5036 fax(630))U-50)7
kvonacheni2g-brook o
LIQUOR LICENSE
MANAGER APPLICATION
Corporate Name: Project Apollo Oakbrook,LLC
Business Name: Taverna Violi _
Establishment Name: Taverna Violi
Street Address 260 Oak Brook Center Phone a. N/A
Applicant Phone#:
Name: STEPHEN STOLL e-mail(wk) stoh@dineamic.com
Home
Addres< Date of Birth:
Ct .State,Zip Place of Birth:
Drivem t icam#t
Position held with above named business: DIRECTOR OF OPERATIONS
Yes [_' No Are yyou a cib7.en of the United States? ❑Yes ❑No Are you a Naturalized Citizen?
If you are a naturalized citizen give date and city of naturalization:
Court in which(or law under which)you were naturalized
Yes No Do you possess a current Federal wagering and gaming device stamp?
(If yes,provide details on reverse side)
'i Yes No Have you ever been convicted of a violation of any Federal or State law concerning the
manufacture,possession or sale of alcoholic liquor,or forfeited their bond for failure to apps i,
in court to answer charges for any such violation'?
(If)•es,provide date,offense,jurisdiction and case number on reverse vide)
yes No Have you ever been convicted of a gambling offense in violation of Section 28-; of the
Criminal Code of the State of Illinois(7201LCS 5.28-1,et scq.),as heretofore or hereafter
amended,or as proscribed by a statute replaced by any of the aforesaid statutory pro%isiont",
(I/yes,provide elate,offense,jurisdiction and case number on reverse vide)
3 o Ha%c you escr beer,wtivicted ofa felony
Yes lave you ever been convicied of being the keeper of,or is keeping,a house of ill fame?
Yes X No t fw e you c,er been v om ictcd of pandering or other crime or misdemeanor opposed to public
dtxen y and moraiAy=
91 R.1+11:. •�I r,tiF7tP;1 j,t_t; P.kclot:
TEMPORARY BASSET CARD
This document certifies that
STEPHEN H STOLL
has successfully completed the BASSET On The Fly
ON-PREMISE BASSET certification course
CERTIFICATE#/STUDENT ID:------- ------------------
ISSUE DATE: -------06/08/2.0.22
--------
DUSTIN MPERS
'PER ILCC RULES,THIS TEMPORARY BASSET CARD IS VALID FOR 30 DAYS
BASSET TNKE FLY
2626 Cole Ave,suite 3D0#512,Dallas,TX 75204 1 312-366-3353 1 support@bassetonthefly.com
Licensed by the Illinois Liquor Control Commission(ILCC).License#5A-1141597.
BASSETOHN
TE
F Lf
2626 Cole Ave, Suite 300 #512, Dallas,TX 75204
312-366-3383
support@bassetonthefly.com
www.bassetonthefly.com
Per ILCC rules,this temporary BASSET card is valid for 30 days only.Your official 3-year
BASSET card will be mailed by the Illinois Liquor Control Commission(ILCC).
Within 10 days of issuance,this certification should appear in the Illinois Liquor Control
Commission's online database at www.ilec.illinois.gov. If not,please contact us.
DINEMAN-01 TAPOSTOLOPOULOS
A�G7R[� CERTIFICATE OF LIABILITY INSURANCE °x„1212
r THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder In lieu of such andonlement(s). ------
PRODUCER
-PRODUCER WcT Ted Apostolopoulos
Power Risk Management Services,LLC
g AIC NoFAX E",(773)273-0777 (ANG,No):(312)256-9124
5343 W Devon Ave
Chicago,IL 60646 AEOmo.ss:tapostoi@powsrbWnsurance.com
INSURERS)AFFORDING COVERAGE NAIL i
tNSURER.A:SOCIety Insurance 15261
f INSURED INSURM&.-
Project
:Project Apollo Oakbrook,LLC dba Tavema Violl INSURE33c:--____-_.__ .-_-___.—_
260 Oakbrook Cantor INSURBlD:
Oak Brook,IL 60523
INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR ADDL SUaR POLICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE _ V-.. yyY4 POLICY NUMBER (UNDONYrn
A X coMMERCUIL GENERAL LNaam EACH OCCURRENCE S 1,000,000
CLAIMS-MADE X oc;cllR BP21039084 111/2022 1/112023 P�TO RENTED f 100,000
MED EXP(Arty one psrmn) f 5'000
PERSONA-&ADV YWURY f 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL.AGGREGATE f 2,000,000
POLICY X LOC PRODUCTS-COMPIOP AGG . 2,000,000
OTHER
A AUTOMOBILE LIABILITY (Ea BINED eoUd") d�LIMIT - 1,000,000
X ANY AUTO CA21039095 11112022 1/112023 BOrnLY/alUlty(Popwwo)
AUTOS
OWNEDONIY SCTHEDULED ) f
REp AUTOS ry p BODILY aiJURY f
N
X AUTOS ONLY X AUTQS ONE V � f
A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000
EXCESS UAS CLAIMS-MADF UM21039086 IM=22 111/2023 AGGREGATE f 10,000,000
DEO X RETENTION f 0 OTK
WORKERS COMPENSATION $jAWTE ER
AND EMPLOYERS'LIABRITY Y I N
ANY PROPRIETOR/PARTNERIDMCUTIVF M f A E EACH ACCIDENT S
O.+ Ory NFt=EM F,MRER)EXCLUDED?
IMEL DISEASE-FJS CJAPLOYEE t
H yrs detatbe ur4w
OE CRIPTION OF OPERATIONS _ _ E-L DISEASE-POLICY LIMB f
A Liquor Liability SP21039084 111/2022 111/2023 Per Occurence 1,000,000
i
i
DUCRIPTON OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Addklorwl Renwrts S~,ft,mry ba MLchad It spa—Is roq-Wed)
The Village of Oakbrook is named as additional Insured
IRE:Project Apollo Oakbrook,LLC dba Taverna Violi,260 Oakbrook Center,Oakbrook,IL 60523
CERTIFICATE HOLDER _ _ CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Village of Oakbrook THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
9 ACCORDANCE 1MTH THE POLICY PROVISIONS.
1200 Oak Brook Rd
Oak Brook,IL 60523 -AUTHORIZED REPRESENTATIVE
ACORD 25(2016103) ®1986-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
`orm LLC 1 .20 Illinois
Limited Liability Company Act FILE# 10524954
Application to Adopt an Assumed Name
Secretary of State Jesse White FILED
Department of Business Services
Limited Liability Division Filing Fee: 90.00 May 04, 2022
Room 351 Howlett Building
501 S. Second St. Approved: MAG Jesse White
Springfield, IL 62756 Secretary of State
voww.ilsos.gov
1. Limited Liability Company Name: PROJECT APOLLO OAKBROOK LLC
2 State under the laws of which the company is organized:
3 The Limited Liability Company intends to adopt and transact business under the assumed name of:
TAVERNA VIOLI
The right to use the assumed name shall be effective from the date this application is filed by the Secretary of
State until 06/01/2025 ,the first day of the company's anniversary month in the next year,
which is evenly divisible by five.
4. The undersigned affirms, under penalties of perjury, having authority to sign hereto, that this Application to
Adopt, Change, Cancel or Renew an Assumed Name is to the best of my knowledge and belief, true, correct
and complete.
Dated May 04 2022 -
Month&Day Year
LUCAS STOIOFF _
Name
MANAGER
- — -- Title
DINEAMIC GROUP LLC I Manager
If applicant is a company or other entity.state name of company.
This document was generated eiedronicaily at www,ltsos gov
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local vegetable erudite.ro snood p+ra.
souniough crisp, 26
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SEA BASS CARPACCIO' MYK0 \111 A\ICE CRtSTED PORK CHOPS'
shaved fennel kumquat,florins pepper emulsin 21 boo'himalasan sea"gremoltna florins Pepper 1011MM 44
IUNA TARTARE' GREEK ROASTED CRISPY H41 CHICKEN'
fresno chili,kalamau olive.crispy katnifi 21 gre notats,garlic conht charred lemon 36
OY'ST ERS TWO WAYS' it SLOW ROAST E D 1 AMB GYROS
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orange,kalarosta olive,shaved red onion
22o7 USDA PRIME RIBEYE"
lint heritage angus,garlic confit,herb buncr 69
M E t t E CAST IRO\%IOUSSAKA
beef ragu.grilled eggplant,Potato,bechamel 19
PRAM\S SAGA\AKI CHARCOAL GRIL T ED LAMB CHOPS'
ppptsso olive compote,mint 62
blistered Cera,tomato,garlic.ouzo 24
HLMMUS&CHARRED BEE IS
60 second pita,pomegramm roasted pine nuts 17 0 \11{1
SPANAKOPITAKIA O()
spinach.feta.crispy phyllo q
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smoked yogurt.tomato,mutt 19
GRILLED OCTOPUS'
charred cipoilmi onion,6resno chili.katamara olive relish 29 PASTA
CRISPY ZUCCHINI 3 EGGPI A\I
m-tzild smoked paprika 17 I)b(()\STRUCTED PASTITSTO
1ETASILT EEDSAUSAGE sham rib rag11•black tole®,b&hamd 32
blistered shishito peppers 15 MAINE IOBSTER t_INGUINJ
tomam nusithra cheese.sa9ion,onto 52
SALATA SIDES
Mt KO\IA\CHERRY TOMATO BOL/OLKIA POTATOES
goat cheese.crispy rusk thyme 16 sheep Mutter yogurt,mizithra thetas
charred onions•oregano 15
HORIAT IKI
,ime-ripened tornattoes,cucumber;barrel aged lemmdonioa GRIL 111)11 ORINA PEPPERS
fresh oregano,open is gremolata,pine nun t2
SHAVED BROCCOLI B BI ACK EYED P1 AS HORTA
grapes,toasted almonds,honey team vinagreve 15 braised swiss thud ik dandelion greens.lemon,
cold pressed olive oil u
CHARRED HEIRLOOM CARROTS
chili oil.herb-tshini yogurt dill t4
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citrus blossoms,pear,refreshing...... .. .. .. ........ . . . ..t71 64 bombay gin,aperol,otto's greek
302 'm Kir-Yianni,Akaklt*Sparkling Rose,Amyndeon,Greece vermouth,lemon juice
ripe straw",cherry,elegant _ __...................16160
303 13 Schramsberg,Mirabelle,Sparkling Brut,California
baked apple,vanilla,ginger......... ... ........ .......... ...21 ISO j
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olive oil washed ketel one,olive juice, 7
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110 'so Santo,Assyrtiko,Santorini,Greece feta blue cheese olives
lemon,apple,stone................ ...... .................. i b!
113 `so Alpha Estate,Sauvignon Blanc,Amyndeon,Greece
crisp,passion fruit,melon........................................1616o --___.-_
112 'so Domaine Skouras,Moscofilem,Peloponnese,Greece
honsuckle,lime,rr hi .............. ....15156 C,&T
ey fres ng................. 1
114 '19 Clog Aeaase,Chardonnay,Cameros,California hendriks,mastiha tears,st germain,
honeydew,jasmine,orange blossom...........................A 16B ( lemon,tonic
115 'so Terlato,Pinot Grigio,Fruili,Italy --- - _- ------
pear,almond,mineral...... .. .. ................................15156 _ .
ROS( HADES
120 'so Zoe,Rose,Peloponnese,Greece paon silver,kina I'aero d'or,grapefruit,
ripe cherries raspberries rose petal._..........._.............15156 lime,Serrano chili 111
210 'rg Troupis,Fteri,Agiorgitiko,Peloponnese,Greece
gooseberry,pomegranale,velvet.................. ..15156
............
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211 19 Karavitakis,little Prince,Kotsifeli/Mandilari,
Crete,Greece cranberry,cherry,balsahnic...............6160 creyente mezcal,yellow chartreuse,
t
212 59 Dielmantis Magoutea pineapple,lime,cardamom MOschomavro,Macedonia,Greece —
rangy red fruit,fresh,light _........ . ..........................t7164
211 'so Thymiopoulos,Young Vines,Xinomavro
Naoussa.Greece cherry,floral,spicy......................19164
214 '17 Kir-Yianni,YisrakohodHiR& PANDORA'S POM l=/
XinomavrciMerlotlSyrah,Naoussa,Greece knob creek,pomegranate,lemon,
red fruit,coffee,cocoa ............................................16160 cardamom bitters
21� Is iconoclast Cabemet Sauvignon,
Napa Valley,California hold,rich,classic...._...........19172
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cherry,floral,spicy ............................................19164 I. ?1 OI D FASH I O N I i)
old forester,island spiced cinnamon,
angostura bitters,orange bitters
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Monday's Pilsner 5% .............................................................It T
M os Hellenic Lager 5% belvedere,espresso,knamo
yt}1 g .................................................8 mr.black liqueur,cinnamon
Michelob Ultra 4.2%. - -._. ..-._.........................7
Aliagash White 5.2% . . _. ....... .._.. I ...I..''.....,
Three Floyds Gumballhead 5.6%............................................8
Bells Two-Hearted IPA 7% ._..........................................B ZERO PR00F
10
Virtue Rotating Hard Cider 6.7%
HALARA CYPRESS
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GUARANTY
IN CONSIDERATION OF and as a material inducement to OAKBROOK SHOPPING CENTER,
L.I.C.a Delaware limited Ilabgity company,(the"Landlord"),executing the within lease dated July 26
2021(which with all amendments is the"Lease"),with PROJECT APOI,1,4 OAKBROOK.LLC,an Illinois
limited liability company,d/b/s"LYRA"(the"Tenant"),for store premises numbered 260 in Oakbrook Center
(the"Shopping Center"),and in further consideration of the sum of Ten Dollars(510.00)and otter good and
valuable consideration paid to the other,the ra;eipt and sufficiency of which is hereby acknowledged to the
undersigned,DINEAMIC GROUP LLC,an I111nob limited Ilabi6ty company(the"Guarantor"),tots hereby on
behalf of itself,its successors and assigns,unconditionally covenant and agree with landlord,its sucxxssots and
assigns,that Tenant is a wholly owned subsidiary of Guarantor,and that if default shall at any time within
the first 24 months after the Rental Commencement Date (then
subject to the following paragraph) under the Lease be made by Tenant,its successors
and assigns,in the payment of any monthly installment of rent,or additional rent,or in the performance of any of
the terms,covenants and conditions of the Lease,and if the default shall not have been cured within the time
specified in the Lease for curing the same,thein Cnrerantor will well and truly pay on demand in cash the monthly
installmentofall rent (excluding Minimi Annual Rental and Percentage
Rental) due through the last day of the first 24 month
period, and etre such other default together with such comm and expenses(including without limitation
reasonable attorney fees)incurred by Landlord as a result of or arising out of the default for which Tenant,
its successors and assigns are obligated to Landlord pursuant to the terms of the Lease. WA('--arantyahsiLtns{ade
any 14bi4t5-0f-Tetrnt 4hetihali HAORce undeF41;ia Wase per*ed-IxecediatFas N ell mac!f+e ried4ellowtA€4hv
tem of the!,Not
Notwithstanding anything contained herein to de contrary,from and after the start of the
25th month after the Rental Commencement Date, Guarantor does hereby
unconditionally guarantee to landlord,its successors and assigns the full prompt payment of Minimum Annual
Rental,and all additional rent and all otter charges payable by Tenant,its successors and/or assigns.and the full and
complete perftaasnce of all obligations of Tenant under the Lease and any other agreements with Landlord,through
and including the date that is 12 months after the date that Tenant delivers full and complete vacant possession
of the Leased Premises to Landlord as rogwrod by the Lease,free and clear of all leases,tenancies and rights of
occupancy of any person or entity claiming by or through Tenant(the date that Tenant delivers such possession
being referred to herein as the"Vacate Date"). Guarantor hereby covenants and agrees with Landlord that if default
shall at any time prior to the Vacate Date be made by Tenant,or its sucoehsors or assigns,in the payment of any
Minimum Annual Rental and additional tient or other charges,or if prior to the Vacate Date,Tenant or its successcxs
or assigns should,in any wise or manner default in the performance and observance of any of the covenants,terms,
conditions and agrairments contamod in the Lease to be performed or observed,in each case after notice to Tenant
and the expiration of any applicable cure period,Guarantor,in each and every instance,shall and will forthwith pay
such Minimum Annual Rental and additional rant and other charges to Landlord and any arrears thereof,which shall
include,without limitation,any Minimum Annual Rental and additional rent which would have been payable under
the Lease but for any abatement provided for therein,including without limitation,payment of reasonable attorneys'
fees and disbursements incurred by larteilord,or caused by or in any way related to any such default and/or the
enforcement of this Guusnty.
TRIS GUARANTY is an absolute and unconditional guaranty of payment and performance. It shall be
enforceable against Guarantor,its successors and assigns,without the mxxssity for any sun or proceedings by
Landlord against Tenant,its successors and assigns,and without the necessity of any notice of non-payment,non-
performance or non-observance or any notice of acceptance of this Guaranty or any otba notice or demand to which
Guarantor might otherwise be entitled,all of which Guarantor hereby expressly waives,Guarantor agrees that the
validity of this Guaranty and the obligations of Guarantor shall in no way be terminated,affected or impaired by
reason of the assertion or the failure or delay to assert by Landlord against Tenant,or Tenant's successors and
assigns,any of the rights or remedies reserved to landlord pursuant to the provisions of the lease. The single or
partial exercise of any right,power or privilege ender this Guaranty shall not preclude any other or the further
exercise thereof or the exercise of any other right,power or privilege by Landlord
THIS GUARANTY shall not he affected and the liability of the undersigned shall not be extinguished or
diminished by Iandlord's receipt,application or release of security given for to performance and observation of the
covenants and conditions in the Lease to be perforated or observed by Tenant,its succeucirs and assigns;by the
cessation from any rause whatsoever of the liability of Tenant,its successors and assigns;by reason of sums paid or
payable to Landlord from the proceeds of any insurance policy or condemnation award;by any non-liability of
Tenant under the lease for any reason,including any defect or defense which may now or hereafter exist in favor of
Tenant;or by any extensions,renewals,amendments,indulgences,modifications,transfers or assignments in whole
or in part or the Lease by Landlord,whether or not notice thereof is given to Guarantor. This Guaranty is of
payment and not of collection;it is one of active performance and not one of suretyship for damages or otherwise
This Guaranty attends to any and all liability that Tenant hoc or may have to Landlord by reason of maters
occurring before the execution of the Lease or the commencement of the term of the Lease,or by matters occurring
after the expiration of the term of the I ease. Guarantor agrees that it shall have no rights of indemnification or
subrogation against Tenant and agrees that Guarantor stall subordinate its rights of recourse against Tenant by
rearm of any indebtedness or sums due to Guarantor,unless and until the Lease is performed to the satisfaction of
Landlord. Guarantor agrees that it shall not assert any claim that it has or may have against Tenant,including any
claims under this Guaranty,until the obligations of Tenant under the Lease art fully satisfied and discharged The
liability of Guarantor is ce extenLsive with that of Tenant and also Joint and several.
LANDLORD'S ACCEPTANCE of a note or additional collateral of Tenant or of Guarantor shall not be the
fah)cash payment or the active and primary performance required bercm. This Guaranty is given in addition to all
other guaranties that may pertain to Tenant's indebtedness,and is not subordinate to any other guaranties
G-1
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2P4MI;H8:4
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Lumtijard's tights under all guaranties,including this Guaranty.shall be cumulative and independently enforceable
it shall not be a condition to the enfon anent of this Guaranty that arty other guaranties be resorted to by Landlord.
GUARANTOR AGREES that it will,at any tune and from time to time,within ten(10)business days
following written request by Landlord,execute,acknowledge and deliver to Landlord a statement certifying that this
Guaranty is unmodified and in full force and effect(or if there have been modifications,that the same is in full force
and effect as modified and stating such modifications) Guarantor agrees that such certificate may be relied on by
anyone holding or proposing to acquire any interest in the Shopping Center from Of through Landlord or by any
mortgagee or lessor or prospective mortgagee or lessor of the Shopping Curter or of any interest therein. Should
Landlord be obligated by any bankruptcy or other law to repay to Tenant or to Guarantor or to any trustee,receiver
or other representative or either of them,any amounts previously paid to Landlord,its successors and assigns.this
Guaranty shall be reinstated in the amount of such repayments.
GUARANTOR REPRESENTS and warrants tient:
(a) It is not insolvent,and that there air no limitations ix prohibitions to the cxnft rcenient of this Guaranty,
(b) Itis immediately heoefited by the mdebtednecs, and,
(e)---I4�a8 neFsransfer-anyrjft's decors-pAer+w�ttetree>aec rut;coni-ii-wvi+
tis ext#sgivert;(luau sha41♦snatedietehr . nr frem-altef the
and
(dc) The corporate term of Tenant is and shall remain perpetual.
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AS A FURTHER inducement to Landkird to rake and enter into the lease and in consideration thereof
Landlord and Guarantor covenant and agree that in any action of proceeding brought cm,under or by virtue of this
Guaranty,Landlord and Guarantor shall and do hereby waive trial by jury. Withal regard to principles of conflicts
of laws,the validity,interpretation,performance and enforcement of this Guaranty shall be governed by and
construed in accordance with the internal laws of the state in which the Shopping Center is located.
IF ANY PORTION or application of this Guaranty is invalid,unenforceable rn illegal few any reason.the
parties agree that such invalid unenforceable or illegal portion or application shall not be deemed to affect the
remainder of this Guaranty.
This Guaranty shall terminate and be of no further force or
effect at such time as (i) Tenant has completely satisfied all
of Tenant's obligations under the Lease, or (ii) Landlord has
released Tenant from Tenant's obligations under the Lease.
Guarantor intends to have the option to enter into this Guaranty with electronic signature or with signatures signed.
scanned to Portable Document Forrest("PDF)and delivered via e-mail unit if oro,Guarantor hereby agrees that
such signatures stall be binding on Guarantor.Guarantor hereby agrees that the electronic signature or with the
signature signed,scanned to PDF and delivered via email of Guarantor to this Guaranty shall be as valid as an
original handwritten signature of Guarantor to this Guaranty and shall he effective to bind Guarantor to this
Gumanty.Guarantor agrees that this Guaranty,as signed by Guarantor.with ehsctrunic signatures tr with the
signature signed.scanned o PDF and delivered via email,shall be darned(i)to be-written"of"in writing,"(ii)to
the extent Guarantor signs electronically or with the signature signed scanned to PDF and delivered via email,shall
have been signed by Guarantor to the same extent as if signed by Guarantor with original handwritten signatures.
and(iii)to constitute a record established and maintained in the ordinary course of business and an original written
record when printed from electronic files,even tough containing one or more electronic signatures or with the
signature signed,scanned to PDF and delivered via email.Such paper copies or"printouts"of this Guaranty as
signed with electronic signatures or with the signature signed,scanned to PDF and delivered via email,if introduced
as evidence in any judicial,arbitral,mediation or administrative proceeding,will be admissible to the same extent
and under the same conditions as other original business records containing original handwritten signatures and
crested and maintained in docurneittary form.Giogmmor stall not contest the admissibility of true and accurate
copies of this Guaranty as signed by the Guarantor with eloctronic signatures or with the signature signed,scanned
to PDF and delivered via email on the basis of the best evidence rule a as not satisfying the business records
exception to the hearsay rule.For purposes hereof,"electronic signature"means an electronic symbol or process
attached to or logically associated with a contract it other record intended to serve as a manual signature-
IN WITNESS VMEREOF,Guarantor has affixed its corporate sea)to this Guaranty,which has been
properly executed by its officers this 9 day of Thal y 2021.
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GUARANTOR:
DINF:AMIC GROUP LLC,an Illinois limited liability company
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Dine�mic li.celc Otttrvo►(;m1aa_260
3174120:1:HU to
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Oakbrook Center
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Space No. 260
TABLE OF CONTENTS
Guaranty
REFERENCE PROVISIONS
ARTICLE ARTICLE
I Leased Premises,Tenn and Use 31 Remedies
2 Original Construction 32 Successors and Assigns
3 Rental Commencement(late 33 Reptesen>etions
4 Rental 34 Waiver
5 Definition of Tesal Bales;Gnm Sales,and Net Sales 35 Holding Over
6 Records and Audits 36 Interpretation
7 Taxes 37 Advertising and
g Subordination and Attarnment Promotional Service
9 Additional Construction 38 Quiet Enjoyment
10 Condition of Leased Premises 39 Waiver of Redemption
1 I Repairs and Maintemarioe 40 Fees
12 Alterations 41 Tenant's Property
13 Futures and Personal Property 42 Lease Status
14 Lions 43 Recording
15 Laws and Ordinanuca 44 Force Majeure
16 Environmental Services 45 Construction of Lease
17 Joint Use Areas and Operating Expenses 46 Security Deposit
47 Captions
ro
19 Insurance leased 48 Severability
20 Indemnification 49 Objection to Statements
21 Assignment,Sublatting and 50 Liability of landlord
Ownership 51 No Option
22 Access to Leased Premises 52 Execution of Documents
23 Defaults by Tenant 53 Corporate Tenant
24 Surrender of Leased Premises 54 Printed Provisions
25 Tenant's Conduct of Business 55 Entire Agreement
26 Rules and Regulations 56 No Third-Party Rigbts
27 Eminent Domain 57 Financial Statements
28 Attorneys'Fees 58 Other Locations
29 Sale of Leased Premises by Landlord 59 Tenant's Failure
30 Notices 60 Ownership
AFFIDAVIT
EXHIBITS
EXHIBIT A.A-1 Plans of Leased Premises
EXHIBIT B Site Plan
EXHIBIT C Description of LarAordlfenant Work
EXHIBIT C-I Existing Conditions at Leased Premises
De c Orcck_O&kWvk Caner.,r60
2R4a021;HB'la
Oakbrook Center
THIS LEASE is between OAKBROOK SHOPPING CENTER,LLC,a Delaware limited liability
compsay("Landlord").and PROJECT APOLLO OAKBROOK,LLC,an Illinois limited liability company
('"Tenant") The date of thin Lease is July 26 2021("Effective Date"). The Leased
Premises are located in the Oakbrook Center("Shopping Centex")in tic City of OAK BROOK,County of
DIIPAGE,and State of ILLINOIS.
REFERENCE.PROVISIONS
The billowing references define terms used in the specified Articles and elsewhere in this Lease and shall
be ccxtstrued in aarordance with the provisions and conditioac in this Lease
1.01 LcjL ed Prcnasc:x 260 Ottkhruek Center containing approximately 6312 square feet of floor area.
(ARTICLE 11a))
1.02 Expiration Date The last day of the 120',month after the Rental Commencement Date
Option to Extend:Subject to the remainder of this Reference Provision 1.02,Tenant will have the
right and option,if Tenant is not in default and is in possession of the Leased Premises,to extend the
Term of the Lease for 2 successive periods of 5 years each by notifying Landlord In writing at least
365 days prior to the expiration of the preceding Term of the(.ease- If Tenant don not exercise the
first S year option,Tenant will surrender the leased Premises no the Expiration Date,in accordance
with ARTICLE 24. If Tensat docs not exercise the second 5 year option.Tenant will surrender the
Leased Premises on the Expiration Date at the end of the first 5 year extended period,in accordance
with ARTiCLE 24
Notwithstanding anything set forth above,the above rights and options to extend the Term shall he
subject to the following:
(a)Tenant shall only have the rights said options to extend the Term as set forth above so long as
during the 9*and loo year,respectively,after the Rental Commencement Date,Tenant's Net Sales
are to excess of$3W0.000 for each 9"and 14's year respectively.
(b)If during the 9"and la"year,respectively,after the Rental Commencement Date,Tenant's Net
Sales are not in excess of S3,5M,000 for such 9"and 14"year,respectively,then Tenant may still
exercise each option if Tenant remodets or rebrands the property at the time of each option and
commits to spend 5250,000 on the rehrandlremodel(although there shall be no change to Permitted
Use without Landlord's consent).
(c) Tenant's rights and options to extend the Term as set forth above are personal to Tenant and are
not assignable except if Tenant is sei iog/assigsing this location as part of a sale of 3 or more other
locations owned/opersted by Tenant's pareat company.
[ARTICLE I(b))
1.03 Permitted Use:Tenant to operate the Leased Premises as a full-service,sit-down restaurant offering
primarily Greek and Mediterranean cuisine,and for no other use or purpose whatsoever. Tenant
shall not be permitted to offer Italian food for sale at the Leased Premises.
Tenant shall be allowed to serve alcoholic beverages in the Leased Premises and Patio,to the fall
extent of its liquor licease,provided Tenant,at Tenant's sok cosi and expense,obtains all aeeasary
licenses,permits and governmental approvals necessary to allow the purchase by Tenant or the retail
sale of alcoholic beverages at the biased Premises,and shall comply with all applicable federal,state
sod local laws. The failure or inability of Tenant to obtain such licenses,permits and approvals or
the Ins,thereof as it relates to the Leased Premises and/or the Patio shall not relieve Tenant of Its
other obligations under the Lease In addition to all other insurance requirements,Tenant shall
obtain and maintain,at all times during the term berert,Liquor Liabfiily(dram shop)Insurance
with a minimum limit of liability in an amount of Sl Million on an occurrence basis,covering bodily
injury,death and property damage. Tenant shall provide Landlord with evidence of same prior to
selling or serving alcoholic beverages at or from the l.eaaed Premises.Tenant shall monitor the Patio
to ensure no alcoholic beverage is taken outside the Leased Premises or the Patio.
[ARTICLE 1(c)]
1.lta Submittal date for preliminary plana:'Tenant shall provide a draft floorplanAnyout of the Leased
Premises within 60 days after the Effective Date.
(ARTICLE 2(d)]
Submittal date tor final plans and specifications:Within 60 days after delivery of possession of the
Leased Premises. Tenant agrees to use good faith efforts to begin design of the Leased Premises
prior to possession being delivered to Tenant.
[ARTICLE 2(d))
Notwithstanding anything in this Lease to the contrary,in the event Tenant does not provide preliminary
plans and/or final plans,in mmpliaaoe with Exhibit C and the Tenant Criteria Manual-on or before the
R-1
Dawx=c Orook Oakbrook Cance lab
7!244031;HB:Y
submittal date for preliminary plans arul o r final plans as eacb is respectively set forth in Reference
Provision 1.04,landlord may charge Tenant,as liquidated damages,5250.00 per day for each day past that
date that Tenant is late in providing such preliminary plias and/or final pians.Landlord shall have the right
to deduct any applicable damages pursuant to this provision from the Construction Allowance(as defined
in Reference Provision 1.18 of this Leased}.
105 Beginning Wait Date:Within 14 days after the date the building permits neccssary for Tenant's
Work are available for issuance.Tenant skull(it diligently pursue obtaining such building permits,
(H)provide Landlord with proof of Its application for such building permit within 5 days following
the date of Tenant's application for same,and(iii)provide Landlord with the date of approval of
such building permits. In the event Tenant is unable to obtain the building permits necessary for
Tenant's Work within 180 days Tenant's final plans have been approved by Landlord,Landlord
shall have the tight to terminate this Lessc.
Notwithstanding anything set forth herein to the contrary,
upon delivery of the Leased Premises to Tenant, Tenant
shall be allowed to perform its demolition of the space,
subject to obtaining a demolition permit, prior to and in
order to submit its final plans for Landlord review
-
(ARTICLE 2(e))
i ot, Opening Date:240 days from the Beginning Work Date. For each day Tenant goes beyond the final
plan submission date deadline set forth in Reference Provision 1.04,240 days as provided in this
paragraph%ball be reduced I day for each day of delay in submitting such final plans and
specifications to Landlord
(ARTICLE 31
1 01 Minimum Annual Rental:
(ARTICLE 4ia)J
Rental Commencement Date("RCD")-
12 months after RCD S208,296.00 per year (517358.00 per month)
121 month after RCD-
60"mouth after RCD $233,544.00 per year ($19,462.00 per month)
61"month after RCD-Expiration Date S315,600,00 per year (526300.00 per month)
OPTION 1:
121'month after RCI)-180"month after RCh 1.347,160.00 per year ($28.930.00 per
month)
OPTION 2:
181"month after RCD-240'month after RCD $381,876.00 per year (531,823.00 per month)
I,lis 1 rrcentee.e 12ntc Sre below,and 6%during the Option periods
(AH11CLl 4(b))
1(N Annual Sales ilesr
(ARTICLE 4(b)]
Rental Commencement Date-12"month after RCD
6%of Net Sales over 55,0011.000 up to SSA".999
8%of Net Sales over 56,000,000 up to$6,999.999
10%of Net Sales over$7,000,000 up to$7,999,999
12%of Net Sala over 58,000.000 up to 58 999,994
15%of Net Sala over$9,000.000
13"month after RCD-60's month after RCD
6%of Net Sales over$5,606,000 up to 56,605,999
9%of Net Sales over$6,606,000 up to$7,605,999
10%of Net Sala over S7,606,000 up to$8.605,999
12%of Net Sales over 58,606,000 up to 59,605,999
15%of Net Sales over 59,605,999
61"month after RCD- 1201 month after RCD
5%of Net Sales over natural breakpoint up
to$9,999,999
11%of Net Sate over 510,000,000
OPTION is
12l"month after RCD-180"month after RCD
57,119^2.71 per year ($593,25513 per month)
OPTION 2:
181"month after RCD-240"month after RCD
$7,475,015.84 per year ($622,917.99 per mouth)
k'
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2;24.x"27 1.Hila
DocuSgn Envalcoe ID WF 19254-8077479E4CAB-cED9ASD77Ft9
1 10 Address of I.Andl rd
(ARTIC'IES d and 301
Landlord's Notice Address Landlord's Payment Address:
Oakbrook Shopping Center,LLC Oakbrook Shopping Center,LLC
do Oakbrook Center Oakbrook Center
350 N.Orleans St. SDS-12-2892
Suite 300 PO BOX 86
Chicago,11, 60644-1607 Minneapolis,Minnesota 55486.2892
Attn: L.awll.mxc Administration
Department
With a copy to:
Oakbrook Center
100 Oakbrook Center
Oak Brook,Illinois 60523
Attn: General Manager
I I Address of Tenant
{AKT7C1 k lUl
Notice: Billing:
Project Apollo Oskbrouk.LLC Project Apotlu Oakbrook,I.LC
do Dineamic Groop10 West Hubbard Street cio Dinemmic Group
Suite 3W 10 West Hubbard Street,Suite iµ
Chicago,[L 60654 Chicago,IL 60654
Attn: Lovas Staloff Attn: Lucas Staloff
With a copy to:
Much Shelist P.C.
191 N.Wacker Drive,Suite 1800
Ckksgo,IL 60606
Attn: Michael 7ilay,Esq.
1.12 Additional Gross leasable Area Annual Rental increase:Not Applicable
[ARTICLE 4(c)]
1 13 Anchor Minimum Annual Rental Increase:Not Applicable
{,ARTICLE 4(d)j
1 14 Trade 'Jame: "LYRA", provided, however, with Landlord's prior written consent not to be
unreasonably withheld.Tenant shall be permitted to change its Trade Name so long as the new Trade
Name(a)6 not profane or immoral is Landlord's reasonable opinion,or(b)does not create confusion
with the name of■n%existing tenant at the Shopping Center at the time of such change
IARTICI 1 251
1.15 Intentiomliv Omitted
[ARTICLE 371
1.16 Initial Assessment-Not Applicable
[ARTICLE 371
1.17 Preliminary Rent Not Applicable
I 1 K Construction Allowance:Up to$l 500,000,provided,however,Landlord and Tenant agree that the
Construction Allowance shall be limited to 60%of the total project costs including Tenant's Work,
and Tenant shall promptly provide reasonable proof of such total expenses.
Landlord agrees to pay to Tenant,if Tenant is not then in dcfaalt,the cost of Tesant's Work up to
the Construction Allowance,but not more this that amount,subsequent to the fulfillment of all of
the following requirements:
A. 161:of the Construction Allowance("First Installment")payable within 30 days after
fulfillment of the following:
1. Landlord delivers possession of the leased Premises to Tenant;mod,
2. Lsodlord has received Tenant's written request for payment.
B. 5o%of the Construction Allowance("Second lnstidlesent^)payable within 30 days after
Tenant delivers the following document to Landlord:
I. C"ficatios from Tenant and its general contractor that%%of Tenant's Work as
contemplated by EXHIBIT P has been completed:
L Contractor's original and notarized partial waiver of lien:
u-�
tMneam�c Greek Oakbrook C-1cr.?lit'
oz surEnw;o[xiaa+F�e254
�scrr+rsEt sH-r�oeneorrris
3 Contractor's Sworn Statement showing that the amount requested by Tenant has
heea spent by Tenant an the Lased Premises and listing all contractors,
subcontractors,sub-subcoatractors and material suppliers and amounts which they
were to be paid and were paid for work performed for or on the Loved Premises or
for materials supptied for Tenant's Work;and,
4. Landlord has received Tenant's written request for payment_
C. 17%of the Construction Allowance("Third Installment)within 30 days following the lax(
to occur of the following:
I. Certification from Tenant and its general contractor that 75%of Tenant's Work as
contemplated by EXHIBIT P has been completed,lien free and in a manner
satisfactory to landlord and Landlord's Architect;
2. Contractor's original and notarized partial waiver of lien;and
3. Contractor's Sworn Statement showing that the amount requested by Tenant has
been spent by Tenant on the Leased Premises and listing all contractors.
subcontractors,sub-subcontractors sod material suppliers and amounts which they
were to be paid end were paid for work performed for or on the Leased Premises or
for materials supplied for Tenant's Work;and
4. Landlord has received Tenant's written request for payment_
D. 17°i of the Construction Allowance(`Fourth Installment')following the fulfillment of all of
the following requirements:
1. Compliance with the scheduled dates outlined in Reference Provisions 1.04,1.05 and
1.06
2. Presentation to Landlord of:
a. Contractor's Sworn Statement showing that the total amount of the
Construction Allowance has been spent by Tenant on the leased
Premixes and listing all subcontractors,sub subcontractors and material
suppliers and amounts which they were to be paid and were paid for
work performed for or on the leased Premises or for materials supplied
for Tenant;
b. Final Waiver of I ten indicating that the Architect has been paid in full;
C. Contractor's Original and Notarized Final Waiver of lien;
d. Notarized Final Walven of Lien from d4 subcontractors,suh-
subeontractors and material suppliers;
3. Presentation to Landlord of unconditional Certificates of occupsacy from all
applicable governmental authorities;
4. Tenant shall have opened its store is the Lessed Premises for business with the
public;and
5. Landlord has received Tenaat's written request for payment.
Tenant's requests for payment must be met to Landlord at the Notice address shown in Reference
Provision 1.10 directed to Attn:Tenant Allowance Administration. The Construction Allowance will
he paid to'fensnt ax reimbursement for Teasel's payment for construction of improvements,
additions,alterations and attached fixtures(excluding trade fixtures)In the Lesxed Premises,
including the cat of raw materials,labor,architect's fees,permits,and related costs of construction
work(the"Leasehold Improvements"). Leasehold Improvements do not include inventory,supplies.
Tenant's moveable property(including trade fixtures)or the cost of training Tenant's employees.
The terms of this Reference Provision shall be a condition precedent to Tenant's right to receive the
Construction Allowance,and no portion of the Construction Allowance shall vest in Tenant,nor shall
Tenant sell,assign,encumber or create a security interest in the Construction Atiowence prior to full
compliance with the terms in all material respects of this Reference Provision.
Landlord shall be entitled to any unpaid portion of the Construction Allowance in the event of a
default by Tenant prior to payment thereof,even if Tenant shall have paid all or a portion of the cost
of Tenant's Work.
Leasehold Improvements funded by the Construction Allowance will at all timer be the sale property
of Landlord.and Tenant will have no ownership interest in such Leasehold Improvements. It is the
intention of Landlord and Tenant that the Leasehold Improvements will be qualified long term real
property In accordance with Section Ito(a)of the Internal Revenue Code and the regulations
thereunder. Each party shall prepare its federal,state and local income tax forms and schedules,and
RA
Damm«.GrvtA Oakbrook Cwwrvw
?lL✓M;HF11;
OokziSkin Envelope r0:94F 19254-8077-479E-6G68-FEU9ABt)77FI9
calculate taxable income,In a manner consistent with Landlord's ownership of such leasehold
Improvements for all taxable years,and shall furnish the information described in Treason
Regulations Section 1.110.l(c)in the time and manner specified therein.
[ARTICLE 21
1 19 Security. Not Applicable
[ARTICLE 46)
1 20 Radius:S miles
[ARTICLE 581
1.21 Intentionally Omitted
1.22 Opemtm6 Expenses Payment:534,716.00($530 per square foot)per year for the calendar year 2022,
payable Ls equal monthly installments,subject to the annual increases provided is ARTICLE 17 of
this L.esse.
[ARTICI-1, 17)
1.23 Not Applicable
1 24 Chargeback Waiver!Notwithstanding anything to the contrary contained in the EXHIR17S attached
hereto,the construction ehargeback items which Tenant shall be obligated to pay Loadlord in
conneedou with the construction of the Leased Premises pursuant to the EXHI017S shall be waived.
Notwithsundirig the foregoing,the Bear toe costs,Temporary Electric,Construction Trash Removal
(if applicable),the Construction Deposit and Construction Barricade(if a barricade Is required)
contained In the EXHIBITS shall not be waived,reduced or capped in any way.
1.25 Not Applicable
1.26 A.Na Applicable
B.Not Applicable
C.Na Applicable
1.27 Not Applicable
1.28 Not Applicable
1.29 Lease Contingencies: The parties acknowledge that the Leased Premises is currentty occupied by
another tesaat. Accordingly,this Lease is expressly contingent upon the Landlord's ability to
recapture the Leased Premises from its current occupant on terms and conditions reasonably
acceptable to Landlord
1.30 Not Applicable
1.31 Not Applicable
1-32 Brokerage Fecs; Provided Tenant Is not in default under the Lease and in consideration of Tenant's
entering late the Lease,Landlord shall,upon opening for business In the Leased Premises,pay a
brokerage commission of 581,611.16 to GDP Group("Tenant's Broker"),which sum shall be payable
pursuant to a signed commission agreement between landlord and Tenant's Broker.Tenant
represents that it but not retained or worked with any other broker regarding this Lease other than
Tenant's Broker.
1 33 Patio!Co mmom Area Seating: To the extent permitted by local ordinances and regulations,and the
Agreement referenced in ARTICLE 8 of this Lase,Tenant may use the area outlined on EXHIBIT
A•I for an outdoor seating area for its customers("Patio")year round.Tenant shall have the
exclaaive right to use the Patio without having to pay any additional Minimum Annual Rental or
additional rental to landlord,except that all Net Sales generated from the Patio will be included with
the lased Premises in the calculation of Net Sales for the payment of Percentage Rental.Tenanl,at
is sole coat and expense will prepare all portions of the Patio for use by its customers.Tenant shall
comply,at its sole cost and expense,with all relevant state,municipal or local laws,regulations,rules
or ordinances relating to the use of the Patio and shall obtain,at is sole cost,all neceuary permits or
licenses for Its use and operations of the Patio.Tenant shall be responsible for maintaining the area
in a first class clean and safe condition.Any further changes Tenant wishes to make to Patio must be
approved by Landlord,which approval shall not be unreasonably withbeld,conditioned or delayed.
Landlord acknowledges that Tenant shall be allowed to construct a pergolaltrelhi on the Patio with
retractable side panels for winter use,including heaters,subject to Goal plans to be reasonably
approved by Landlord A sample of how the design of the pergolahmlis may look is attached as
Exhibit A-2. The Patio shall be considered part of the Leased Premises for all of Tenant's obligations
under this Lase,except those obligations regarding rent and additional rent. Tenant will be
responsible for payment of all utilities consumed in Tenant's use of the Patio and for 211 trash
removal charges.landlord xhall have the right to terminate Tenant's use of the Patio with 30 days
prior written notice Tenant fails to maintain the Patio in a clean,unitary and safe condition in a
first class manner consistent with the Shopping Center and doe_k not cure within such 30 day period.
R-+
za,2o2t:rTH:k
DoCUSign Envelop%ID 94F1925"077-A79E-8Cti8-FE0SABD77F19
134 Material cna Inducertronl: Tenant acknowledges that the Guaranty of the!..east is■material inducement
to the execution of the lease by Landlord and that if the Guarantor falls to perform or otherwise
breaches any provision of the Guaranty,or if the Guarantor is prevented from performing its
obligations under the Guaranty for any reason.Including operation of the law,then the same shall
constitute a failure of the consideration for the Lean and a default hereunder,unless cured within
the some timeframes allowed to Tenant to cure as set forth in this lease.
1.35 Anchors: An"anchor"for all purposes under this Lease is any operation,land,building,store or
business,whether occupied or vacant and whether owned or leased,which leases or occupies 30,000
square feet or more of space in the Shopping Center.A"variety or specialty store"is(an)an
occupant which leases or occupies between 10,000 and 29,999 square feet of spa"in the Shopping
Center,or(bb)a restaurant occupant having an exterior entrance. An"outparcel"is any operation,
land,building,store or business whether occupied or vacant and whether owned or leased,that is out
an anchor or variety or specialty store and is separated by vehienlar access or parking area from the
Main Mall Buildtag(s)or does not have an entrance ecce sidble to the customers of the Shopping
Ceater directly from the Maio Mall Rnfldiag(xt
1.36 Intentionally Omitted
References to articles are for convenience and designate surae of the other provisions where rcfettxmces to the
particular Reference Provisions appear. If there is a conflict between a Reference Provision and the other provisions
of this Lease,the former shall control
R4
Domoic OrV*Oakbrook Cemv Ybb
21244021:AB:b
Qcw5+gn ErweW*10 94F18254-8077A79F WAB-I'EMAB0771`19
ARTICLE 1-Lased Premises,Term and Use
(a) Landlord leases to Tonant and Tenant takes from Landlord in consideration of the covenants and
agreements to this Lease,the premises("Leased Premises")being that portion of the building measured to the center
of common wails and the outside faces of exterior walls,on the drawings attached to this Lease and made a pan of
this Lease as"EXn113TT A"and"EXI MIT A-I". The Leased Premises shall include corridors and passageways
for the exclusive use ofthe Leased Premises,columns,suits.elevators and any construction or equipment located in
the[.rased Premises,as well as pipes,conduits,electrical wires and drainage limes that directly serve and are
located within the Leaved Premises. The Shopping Center includes all buildings,land,improvements,
additions,extensions and deletions which may he made from time to time,and may include adjacent parcels of land
not owned,leased or controlled by landlord but which ars operated as an integral part of the Shopping Center, The
Leased Premises are described further in the Reference Provisions. If the square footage of tete Leaved Premises is
different than the amount set forth in Reference Provision 1.01,all rental and additional rental and amounts based
upon the square fcwuge of the Leased Premises shall be proportionately adjusted and the patties shall execute an
amendment to this Lease memorialising dee adjustments. 1f Tenant constructs a mentanine in the I easird Premises.
the square footage of the leased Premises shall be increased in an amount equal to the square footage of the
me rranttx,and all rental,additional nmtal and amounts based upon the square fonuage of the Leased Premises shall
be proportionately adjusted. The Parties shall execute an amendment to this lease memorializing the adjustment. A
mezzanine shall not be permitted if the Leased Premises are located an an upper level
EXHIBITS A,A I and Id are;for informational purposes only,and are not a warranty,representation at agreement
that the Leaved Premises,Shopping Center er other areas will be as shown an the Exhibits,or that other occupants if
shown on the Exhibits will be in the Shopping Center. Tenant has not been granted any easements of light,air or
access Tenant's rights are limited to the use and occupancy of the Leased Premises and the license to use the Joint
Use Areas as they may atist from tithe to nine,all subject to the terms,covenants,conditions and provisions of this
Lease.
(b) The term of this tease('Term")shall begin on the Effective Date and end on the Expiration Date in the
Reference Provisions.
(c) The Leased Premises shall be used and occupied only for the Permitted Use in the Reference Provisions.
and for no other use or purpose whatsoever. Unless specifically noted in the Reference Provisions,Tenant dors no;
have exclusive rights to sell any particular merchandise or provide any particular services in the Shopping Center
ARTICLE 2-OrWital Construction
(a) Landlord may make minor changes w the Leased Premises. Landlord may also make changes,reduction,
and additions without restriction in other areas of the Shopping Cater(including all Joint Use Area.and all
buildings and otter improvements),whether the changes are requested by other tenarits or deemed desirable by
Landlord Landlord agrees that it will make no changes to the Joint
Use Areas which will materially adversely obstruct visibility of
or materially adversely affect Tenant's storefront, sign
visibility, or access to the Leased Promises. This agreement
shall not i) prohibit or otherwise restrict the placement of
mall plantings, kioaks, mall seating, mall directories, and mall
amenities in the Joint Use Areas adjacent to or in front of the
Leased Premises, or ii) apply if access or visibility is
temporarily affected as a result of repairs, remodeling,
renovation or other construction.
(b) (0lf(44,r4thie;4 mon"following the awthcStaeppiag6enres
«ire,at Q by December 31, 2022,the Leased
Premises has not been delivered w Tenant by Landlord,this Lease may be terminated by either party by notifying
die other in writing,within 30 days thereafter.Taunt releases Landlord and Landlord's contractor from any claim
for damages against landlord or landlord's contractor for any delay in the date on which the Leased Premises shall
he ready for delivery to Tenant Notwithstanding the foregoing, because
Landlord is requiring Tenant to prepare plans ahead of the time
possession of the Leased Premises is being delivered to Tenant,
then if this Lease is terminated by either party under this
Section 2(b) , Landlord shall be responsible for reimbursing
Tenant for its documented out of pocket costs spent on legal
fees, plans and permits/licenses relating to this Lease, up to
$150,000.00.
(ii}-)•leavid"WA ding*Dyd""en00isionges+eY +s
sT�eait'xdlsrt+etdel is thiel,lessth}.Gexrac+rtt0tiena�Ceiae
keevtutdes�wehithsF peav�lay.Lu3irtg hW net-liteiiee}kh threhtainietK of tiplced
wthio tate year after the Efft%mve Dnteth m this Lowe may lro to miaetod-by eit+er pvtyetT ivcwpcx+-?0 day%
prmer wnturt+netiee-tedse.xker.
MMM:Milk
I
Dla..eoec Crheek Qe,k6rook l:mw?btu
DocuSlyn En""ID 94F 1925A-9D77J79E-aC88-FEDQABDTTFIS
(c) Landlord altreastt+perx shall not be required to perform
any work ("Landlord's Wolk"i in the Leased Pre mis—essubetantielLy its ae.Ao€danca+v+tl+dto-l+ahiMts
Tenant acknowledges that it has inspected the Leased Promises
and is taking the same in "as-is" condition. All other work on the Leased
I'rcnines shall be done by Tenant,at'Tcnaru's expense("Tenant's Work") As part of Tenant's
(Pork, Tennant shall be allowed to stub gas heaters to the
pergola/trellis so long as such work has the prior approved of
Landl Ord. Tenares Work shall imclude,but not be limited to,the installation of storefronts and storefront
signs,customer enuance doors,floor covering,plastering,mtenor decorating,wall and cahling treatment completirm
of the air conditioning system and fire sprinkler s)stem,exte--iaeofeleehital sev%ise 4&4hr4 pat+q"
Aertil's*)5in w,the installation of eltxtric lights and fixtures and all other
elextrical work. The design and installation of mechanical and electrical systetn%shall tromply with the requirements
attached and made a part of this base as the Exhibits. All signs and electrical work for the signs shall be installed
by Tenant at Tenant's expense. They shall be of such character,design,size and at such locations as Landlord may
approve. They shall be in acounlance with the Exhibits,which is ausched and made a pan of this Lease. Tenant
agrees not to install any signs until they have been approved by Landlord, and signage shall be
permitted in the locations as shown in Landlord's approved plans
and specifications.
If Tenant
is prevented hum beginning constnLeased in the Premises by the Beginning Work Date because of the failure
of landlord to substantially complete Lan dlores Work within the Leased Premises,the Opening fele shall be
extended by I working day for each working day that Tenant is prevented. The c.cmficatiom of Landlord's architect
that Landlord's Work is slrhsuntialdy aanplete and in accordance with the plan%and spocifications shall he
conclusive and binding upon the panics.
(d) Approval of the plans and spocificatioms by Landlord shall not create any responsibility by landlord for
their accuracy,sufficiency or compliance with laws or rules and rcgulatimns. Tenant shall he solely responsible fur
the plans and specifications. When Landlord has approved Tenant's plans and specifications,landlord shall return
one set of approvod plans to Tenant. Such approved plans shall show the date of Latsdlord's approval and shall be
made a pan of this Lease as"Exhibit P",whether or not physically attached hereto.Tenant agrees not to begin
Tenant's Work until landlord has approved the plans and specificatiom
(e) Tenant shall begin Tenant's Work by the Beginning Work Date specified in the Reference Provisions,
pr iced with it diligently and complete it in strict accordance with EXHIBIT P.
T��elt sbe3lwdes eeez+faeete.famiGtwtL.by� 1-1-1 "aiadlerd ftera}i
let the
I4entisee. TensMA ll complete the installation of fixtures,trade fixtures,
improvements,equipment,stock and inventory prior to the Opening Date.
NOTWITHSTANDING ANYTHING CONTAINED iN TRIS LEASE IO THE CONTRARY,TENANT IS
REQUIRED TO OPEN FOR BUSINESS TO THE PUBLIC IN THE LEASED PREMSES ON OR BEFORE THE
OPENING DATE SPECIFIED IN THE REFERENCE PROVISIONS.
•ubjset to dislays due to force
majeure as provided in Article 44.
If ienant does not begin Tenant's Work by the Beginning Work Date,subject to delays due to
force majeure as provided in Article 44, Landlord shall have the right to terminate
this lease by notifying Tenant in writing and pm%iding a 30 day cure period.-stet4aetteea64rleys. ;anent
ieµ efsrty%verk-damby},snditirdrix=Fencerafte!- 3fe
S€f ucraal.+o st r1tw�396fi� rrrd)� ucltng.-withaealimHasiee>
slabs. healitegWAeir-eanslitiemetgc�ipa+cwtand(".4ties-.4axy, If
Tenant has not completed*Tenant's Work and opened its store for busiruss to the public within 60 days
after by the Opening Date(mAjew to-A TIC-Lh34sub ject to Force Usjsure,Landlord shall
tx entitled to declare the same a default. in addition to(and not in lieu of)I artdlord's other rights and remedies,
I marls rental shall nevertheless begin on the Rental Conmencamentgpening Date at tete per day rate of
we-greanerefeithw-+ 3l40a'150%of the monthly installment of Tenant's Minimum Annual Rental;cilli)
fol oWi41µ. Late performance will cause Landlord to incur losses,damages and costs not contemplated under this
Lea.,e,the exact amount of which arc exurntrly impnctirad to fu The costs include,without limitation,processing
and accounting charges. The parties agree that these late charges are liquidated damages,represent a reasonable
estimate of Landlord's costs and expenses and are fair compensation to I andlotd for the loss suffered by Landlord
ARTiCL E 3-Rectal Commencement Date
rental payments shall begin to accrue on the earlier of the following date_("Rental Commr:ncement
Date"):(i)the Opening Date;or(ii)30 days from the date on which I enam shall open the Leased Premises
for business to the public.
(14 Room tiedin 4im-d,aesu-it=epplieultle. ogre -H
requested by I tatAlerd-{*'-iLelaY-ibc'opeeeagef also lea9ed i+rsmises-fox Ausrtlas+rr4rdot an-et"Wide widIrthe-greed
ars grace ntejer�enovsrit>n{Fir+t+td C�pcn+ng"1-an-that
event,,Tcweats+)tiligation wpay+entel OMH -Dmee
2
neremac Greek_Oa►bvok Cmw 7 u
Doeu&g,7 Envie"10 9.nF1e2:,4-Bun4?9EBC•68-FEngnae nFIP
ARTICLE A-Rental
Tenant shall pay Landlord as rental for the use and occupancy of the Leased Premises,at the times and in the
manner provideCl,the following sums of money per aurum without deduction or set-off and without prior demand:
(a) MINIMUM ANNUAL RENTAL- The Minimum Annual Rental shall be payable in 12 equal monthly
mstal[menu in advance,apenon or prior to the I st day of each and every month tieing the periods of
time specified in the Reference Provisions-
If under ARTICLE 3 rental begins on a day other than the In day of a month,the tramthly installment of Minimum
Annual Rental for the period from the:Rental Commencement Date until the 1st day of the month next following
WWI be prorated accordingly. All put due rental,additional rental,and other sutras due Landlord under this Lease
shall bear interest from the 10U° day after due date until paid by Tenant,at the rate of 2%above the
Pnme Rate(as defined below),not to exceed the maximum rate of interea allowed by law in the state where the
Shopping Center is located(the"Interest Rate"). The interest shall be deemed to be additional rental. All rental
provided for in this Leas,shall be paid to Landlord at the address in the Reference Provisions or to another payee or
address that landlord designates.
"Prime Rate"wherever it appears in the Lease means the prime rate(or base rate)reporled in the Money Rues
column or section of The Wall Street Journal as being the base rate on corporate loans at targe U.S.money center
commercial banks(whether or not that rate has been charged by any bank). IfTbe Wall Street Journal ceases
publication of the prime tate,Prime Rate stall mean the highest rate charged by Chase(or its successor)on short
term unsecured loans to its most creditworthy large corporate borrowers. lfThe Wall Sired Journal(i)publishes
more than one prime rate or base rate,the higher or highest of the rates shall apply,or(ii)publishes a retraction or
correction of that rate,the rate reported in that retraction or correction shall apply
(b) PERCENTAGE RCNTAL: Tcnant shall pay Landlord as"Percentage Rental"u the times and in the
manner provided below,an amount equal to the Percentage Rate of all Net Sales(defined in ARTICLE 5)in excess
of the Annual Sales Base for the calendar year specified in the Reference Provisions. *44o
ofPereoat KeO1ftI,TtOW4%4jaylat -an antcwtiequatwsigJ11POWD144(9%)Of all naen1e6 OdW
e>cvenstew ruueivedhy-Ie v iihoui-rrgard terthcAnxuat SatesBaia,--fer-mai@FWarA4*4ef wnwian digixaAy
dowelended-ftOWd* (WJWreftWW-,etuwevuinV*fftersoa-OFbMaeller
etreasesdatttFseld ("Digital DiwmleadRent -
tlxenAiwmt>_titbe-within- by
x~Flt+saatr4xg-6@W1u4*eh satesakailbr Ar esus
-inatadedinNal Salm sppiied to OwAneawl Solea Fleece
ffi- v er+t4hte -
pevable ienih iW1-whiett-dtO ffuan6est>Fet1
Percentage Rental shall be paid metuhly no later than February 1 of each Calendar Year
during the Term after the first full Calendar Year of
operations, for the prior year. "4414A
Daie *a fi s4day of-a mondS
nix+ntentb. The amount of each payment of Percentage Rental shall be equal to the
amount of Net Sales in excess of the MoWAb Annual Sales Base for the applicable Calendar
Year immedistely pfaiediag meath multiplied by the Percentage Raul. The Annual Sales Base and+efthe
#ienxhty-Sales-Rose shall be prorated for any penial calendar year upon the basis of 1112th for each full month of the
partial calendar year,plus an amount equal to le6ohs1/3651he for each day if the Rental Commencement Date
is other than the first day of the month. At-dia�rtAwteewbeekwdar yewrJtauev+wgeatentatshatlbradjehsset.frena
oaafk@F'h@ and Of
s;alandar-year-(incttxlirg�Iasi•cakr+daF•yaar}-3faEdxe arxdof�esalendar-yeas;�hetlxe-Rereertwga
Rarteal ,
Tekani st+aNxx+ivra caaxtit{a+ttl+e-.+aeeea,card-thr�»n+a�by 7eewrx 1n�m-ttr}aext jwytauteef
IsereentegrRtieNal (er011e1ths4a%e n�rlearn1,endlotelshaft refund the mwssxaTmealader1,aedleed'E
rerneip4af +"lei Seleaeuvenngthe-Iasi cai year)--Each calendar year shall be
considered as an independent accounting period for dw purpose of computing due amount of Percentage Rental due.
The amount of Net Sales of any calendar year shall not be carried over into any other calendar yew.
Net Sales during any calendar month in which Tenant docs no xwntinuously and without interruption conduct its
business shall be deemed to he the greater of:(i)Net Sales during that calendar month or(ii)Not Sales during the
calendar month in the same Calendar Year which Net Sales were the highaist. This paragraph shall
cot apply to any calendar month in which the teased Premises we closed for business with the prior written consent
of Landlord,or if due closing of the!.rased Prcmisca is expressly permitted by tris Lease
"Lease Year"for all purposes under this tease shall mean the 12 calendar monde between the first day
of the first full month following the Rental Commencement
Da ing jan aryAll. ifthe patiNg ftoi
February-i;dben-the pw§od-frem the ReatatFnrenxateerrtant Dow EhFt ugh esu(anatuding-thenext-zuxtueeAiag
t-Lasaii deur,"eCalendar yYear"for all purposes under this Least shall rnei m the 12
calendar months between January I through and including December 31.if the Rental Commencement Date is not
January 1,then the period from the Rental Commencement nt Date through and including the next succeeding
December 31 shall be a partial eCalendar yYear
t
thaoumc Greek O kbrook Cmw 260
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(t) If Minimum Animal Rental or additional rental is not paid within 111 days after it is due,Tenant shall also
pay Landlord,as liquidated damages,a late payment fee equal to the greater of S 100 00 or 5%of the delinquent
rental for each and every month,or pan of every month that the rental remains unpaid. The foe shall not excuse
Tenant from the tidy payment oriental. If landlord receives 2 or more checks from Tenant which are returned by
Tenant's bank for insufficient funds.Tenant agrees that all future checks shall be either bank certified,cashiers'or
treasurers'checks All baaL•service charges resulting from bad checks shall be borne by Tenant.
(0 In addition to Minimum Annual Rental,Tenant shall pay,as additional rental..all sums of money required
to be paid pursuant to ARTICLE 4(b)(Percentage Rental),7(Taxes),16(Environmental Services),17(Joint Use
Areas and Operating Expenses),and all other sums of money or charges required to he paid by Tenant under this
Lease(collectively referred to in this Lease as"additional rental'). All amounts shall be paid to Landlord's Payment
Address as shown in Reference Provision 1.10. Ifthe amounts or charge;are not paid at the time provided in this
Lease,they shall nevertheless be collectible as additional rental with the next installment of Minimum Annual
Rental falling due.,but nothing in this Lease shall be deemed to suspend or delay the payment of any amount of
money or charge at the time it becomes due and payable or to limit any otter remedy of Landlord. All amounts of
Minimum Annual Rental and additional rental payable in n given month(also collectively referred to in this Lease
as"rent"or"rental")shall be deemed to be a single rental obligation,and shall survive the expiration of the Term or
the earlier terminatim of this Lease. Any payment by Tenant or acceptance by Landlord of a lesser amount than
shall be due from Tenant to Landlord at the time of such payment shall be treated ac a payment on account. The
acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon,or any letter
accompanying such check stating that such lesser amount is payment in full stall be given no effect,and Landlord
may accept such check on account without prejudice to any other rights or remedies which Landlord may have
against Tenant.
ARTICLE:S-Definition of TevtalSdff%Gross Sales,and Net Sales
Tv*IGross Sales is defined as the dollar aggregate of the full amount of the price charged err value received for
all goods and merchandise sold,leased,rented.license!,or delivered,and all charges for all services sold or
performed,and all other receipts from all business conducted in,upon,or from,any pan of the leased Premises
(Including business conducted therein by Tenant or its parent,subsidiary or affiliate,licensee,concessionaire,
or subtenant(each a'"faint's Affiliate-))whether for cash.by check,on credit,by charge account,exchange,or
otherwise,and in any tombmatim thereof,and shall include.but not be limited to,the following transactions:(i)
sales or orders received,placed,taken,billed,fulfilled,shipped, picked up by the customer,or delivered to the
customer,from or at the Leasee)Premises by any means,including but not limited to,mail order,electronic,
computer,interne,telephone,or other to dinology based system whether now existing or hereinafter developed;(it)
"WinenNeased;(iii)its;(iv)uncollected and uncollectible credit accounts and bank chocks and
charges for bank credit cards (except as provided below);(v)all deposits not rehinde;d to
purchasers;(vi)all money or other value that Tenant or Tenant's AniWas:is entitled to receive;(vii)the value of any
gift certificates,gift cards,electronic vouches,or like instrument,as well as any associated purchase,service,
activation or like fee for same at the time of redemption;(viii)sales from vending machines,and
(x)any otber transactions that Tenant in the normal and customary course of its operations would credit or attribute
to Tenant's business conducted in the(.eased Premises. Greet Sales is defined as To"ros s Sales less
the Following exclusions,but only if and to the extent taL each such exclusion is included in TeealGros s Sales
and is individually itemized and valued by Tenant in its Gross and Net Sales repots submitted to Landlord as
required pursuant to the provisions of Article 6:(a)return of merchandise to shippers and manufacturers;(b)
receipts for the sale of fixtures,equipment or property that are not sunk-in-tract,or from any sales net in the
ordinary course of Tenant's business:aed-(c)the value of any exchange or transfer of merchandise between the
Leased Premises and another Tenant store location if made solely for the convenient operation of Tenant's business
and not for the purpose of consummating a sale made in,at,or from the Leased Pmmises. .
t:eese&Die*4eserNaR foilealyifaeduei+hedeateetthhet eaeltsaehdadontion3sinolttdediter;aunt
Sales and is ifi - V61tiedipy:FWAM in
required ihar�t 11 to iAeprevisiensef Anielely 444(d) refunds to customers to the extent and in the amount that
the underlying transaction for which the refund is sought was included in Gross Sales;(2e)sales tax,use tax,excise
tax,retailers tax,occupation tax,or similar tastes imposed in a either a specific amount or as determined by Tenant's
sales:*{3f)interest,service,finance.or sales carrying charges paid by customers for the extension of credit on
purchases it not included in the price; (g) uncollected and uncollectible credit
accounts, uncollectible credit card charges, bad checks, if any
of such were previously included in Not-Gross Sales, provided the
total deductions for such shall not exceed 2% of Not-Gross Sales;
(3h) deposits for events, provided that said sums will be
4
DmevmK Owek Oaktimok Gma 260
21248021;HB:b
D0QA%n EMV0%IO.atF l92S"D77J 74E 4 C6a-f EnSAR 177F t 9
included in Net Sales when the event has been concluded or when
such deposits are forfeited by the customer; (i) complimentary
meals or other promotional items provided free of charge to
customers and invitees (provided that any portions of such meals
paid for by a customer or invitee shall be included in Net
Sales; (j) proceeds of any insurance policies received by Tenant
in settlement of claims for 1008 or damage to property or
merchandise to the extend reported in Net Sales; (k) gratuities
or service charges for table servers which are automatically
added to customers' bill or given by the customer separate and
apart from the bill, or collected by Tenant on behalf of its
servers so long as such gratuities or service charges are
actually paid by Tenant to its servers. Tenant's Net Sales shall
be demonstrated using Tenant's net taxable sales on its monthly
ST-1 form submitted to the Illinois Department of Revenue,
subject to Landlord's right to audit noted in Article 6
ARTiCL.E 6-Records sad Auddte
Tenant agrees to accurately record all sales in accordance with gena aNyaeerpted sound accounting practices
(showing all of its sales separately from its other stores),and to maintain sufficient original records which accurately
summarvc all transactions relating to the Leaved Premises(including the sales of any subtenant.licensee or
concessionaire). Original records shall include but not be limited to (to the extent kept in
normal operations of the leased Premises):sales documems,sequentially numbered
tapes and readmit totals of cnvh registers or point of sale devices,sales returns and allowance detail,cash receipts,
payroll journals,accounts receivable,disbursement journals,bank statements,deposit sups,inventory records,
purchase orders,receiving records,sales journals or daily sales reports,orders amepted by means of electronic,
telephonic,video,computer or another electronic or other technology basad system,state salsa and use tax returns
(and all documentation used to prepare the returns),and a ccompletc general ledger. Documentation and itemization
of specific sales exclusions shall also be maintained. Records shall be preserved(properdy funded)by Tenant either
(a)at the Leaved Premises or(b)at the home or regional offices of Tenant(provided Landlord shall be notified in
writing of the address at which the records are maintained)and made available to Landlord at the Leased Premises
or the offices,upon dmwrd,fur a period of at least 3 years atter the year in which the sales occurred(however,if
any audit is begun by Landlord or if there is a dispute regarding Tenant's Total,Gross,and/or Net Salts,Tenants
records shall be retained by Tenant until a final resolution of the audit or dispute). The receipt by Landlord of a
statement of Toni,Cross,and/or Net Saks or Percentage Rental shall not constitute an admission of its correctness
Tenant agrees to deliver to Landlord a statement of each months sales on or before the S120th day of the
following month,and by January 31 of each year of the Tam an annual statement certified by o Certified Public
Accountant or by a fmancia)officer,owner or partner of Tenant,of the Total,Grosz,atdfor Net Sales tirade during
the preceding year. If the Term expires or is terminated on a date other than Deader 31,then a like statement for
the partial calendar year in which expiration or termination occurs shall be delivemtd within 30 days after expiration
or termination. Landlord shall be entitled,at Landlord's expense,to have at any time and hum time to time an audit
of the Tota),Gross,and/or Net Sales made during arty period covered by the atmual statement and amount and to
recalculate the rental payable for that penal If there is a deficiency in the payment of percentage or additional
rental,the deficiency shall be imm Aiacedy-dtu and payable within 20 days with interest at the interest
Rate,and the interest shall he add'nitaal rental,from The date when the payments should have been mu&-. if there is
an overpayment by Tenant,it shall be credited by landlord against payments due. If Total,Gross,and/or Net Sales
have been understated by more than 2943$or Tenant fails to record,maintain or make available the required sale,
supportm8 docutuentation,Tenant shall pay the cost of the audit and all e— relatedeeats
wad-ezpaasas. If Tenant is late furnishing Landlord any monthly sales statement,iandlord shall have the right.
without notice,to conduct an amlit at Tenant's sole cost. if Tenant does not furnish the sakes documentation mferml
to above or otherwise impedes Landlord's audit of Tenant's ToW,Gross,and/or Net Sales,Landlord shall he
entitled,in addition to Landlord's other rights and remedies,to estimate Tenant's annual Total,Gross,ad/or Net
Sales as 125%of the Net Sales for the preceding year,and bill Tenant for any Percentage)cental which may be due
based upon the estimated Net Sales until such time as actual records are
provided.
ARTICLE 7-'fates
(a) (s)Effective upon the Rental Commencement fate,Tenant shall pay.without deducoiai or set-off'of any
kited, its proportionate share of alt real property truces and asseaixrhents which may be levied or assessed against the
retail portion of the Shopping Center during the Term by any lawful authority for each calends year including,
without limitation,all Impositions as defined below in this subpart(a)(i)and the cost of any contest,review or
negotiation of an assessment by landlord,as describod in(c)below(collectively"Property Trues") Property Taxes
shall evclude taxes and assessments actually paid by anchors or outparcel occupants for land and buildings owned or
based by anchors and outparcels whether the anchors and outparcels are occupied or vacant and whether or not the
real property taxes thereon we separately billed or assessed. Notwithstanding anything to the contrary cottWnrd in
this Lease,Property Taxes,shall include any form of tai or assessment,license fee,license tax,tax or excise on rent,
or any other levy,charge,or similar imposition("impositions")imposed by any governmental audacity or political
subdivision having jurisdiction,or any school,agricultural,lighting,drainage,management,roadway,water,levee,
5
Darnmrc(.reekOak6nmk Caner 760
vzusort;tart:
t7 wSign Envaanoe ID 94F18254.6p77479E.0065 FEDSAS07i'F19
utility or other improvement or special assessment district,an any mteresl of Landlord or Tenant in the I eased
Premises,the Shopping Center or the underlying really. The Impositions shall include but not he limited to:(aa)any
Partial or total substitute impositions far teal propety taxes;(bb)any impositions imposed upon owners of real
estate(including any water and sewer tat&,,wssment)rather that[upon persons generally,as well as any tat which
may become a lien on the land,butk&ngs or other improvements in the Shopping Center,or with respect to the
Possession,leasing,operation,managemc tit.maintenance,alteration,repair,use or occupancy by Tenant of the
Leased Premises;(ox)any Impositions upon this Leave or any document to which Tenant is a party creating or
transferring an interest or an estate in the!.eased Premises,and(dd)any impositions for offsite property or facilities
that provide an easement required to be rnatntained for the benefit of or that serves the Shopping Center.
tit) Tenant's proportionate share shall be the product which results by multiplying the Property Taxes(less
any payment actually made by variety and specialty sioms,and by anchors and outpamis as excluded in subpart
(a)(i)above)by a fraction,the numerator of which shall he the number of square feet of flour area in the!.eased
Premises and the denominator of which shall be the total number of square feet of gross kasable floor area in the
main mall buildings)(as determined by landlord in its sok discretion;hawfler"Main Mall Buildings)")of the
Shopping Center which are occupied or producing rent,including the Leased Premises,determined as of August 1 of
each year(exclusive of the building auras utilized for cion-retail exhibits or uses;recreational purposes,including,
without limitation,ice rinks;space operated for a not-fox-pnoft purpose,including,without limitation,museums;the
building areas occupied by anther buildings and tutp heels whether the anchors and outpercels are occupied or
vacant and whether or not the portion of Property Tues thereon arc separately billed or assessed;and variety and
specialty sixes[collectively,the"Excluded Areas"J).Tenant's share of Pnspery lazes shall not.however,be
calculated on the basis of less char R0?ro of the gross leasable area of dtc Main Mall Building(s)of the Shopping
('enter determined as or August 1 of each year(minus the FAcluded.Area.).
The parties acknowledge that the initial rate for Tenant's
proportionate share of Property Taxes is estimated to be $9.25
per square foot. The foregoing estimate is provided for
informational purposes only and Landlord makes no representation
that Tenant's proportionate share of Property Taxes will be
equal to such amount
!iii) Notwithstanding anything to the contrary contained in the Lease,an outpercel may at Landlord's cnk
discretion be considered part of the Stopping Center for purposes of die definition of Property Taxes and the
calculation of Tenant's share of Property Tues under ART ICLF 7,provided d that if the Landlord considers an
ou"i-cel to he pan of the Stropping Cosner for such purposes Landlord shall include any payments toward Property
Taxes actually trade by the twtpirrcei occupant before the calculation of Tenant's share of Property Tues.
(b) From time to time.Landlord shall notify Tenant in writing of Landlord's estimate of Tenant's monthly
installments due with respect to Property Taxes. Such monthly installmx'rtts shall be paid on or before the 1st day of
each calendar month,in advance, if a
a hasit fop the egomaiv of the
m"niAlyiwelimeow Upon confirmation of all Property Tax bills attributed to any calendar year during the Term,
Landlord shall furnish Tenant with a written statement of the actual amount of Tenant's proportionate share of the
Property Taxes for that year. If the total amount paid by Tenant for any calendar year daring the Term is less than
the actual amount due from Tenant for that year,as shown on the statement.Tenant shall pay landlord the
deficiency within 10 days after demand by Landlord. If the total amount paid by Tenant for any calendar year
exceeds the amount due from Tenant for that calendar year,Landlord shall credit the excess against payments due.
Tenant's liability for its proportionate share of Property Taxa for the calendar years in which this Lease begins and
ends shall be subject to a prorate adjustment based on the number of days in those years. Landlords and Tenant's
obligations, this ARTICLE 7 shall survive the expiration of the Tam. An atDcial tax bill(or copy),if
available,shall be submitted by landlord to Tenant,upon request by Tenant,and steal)be conclusive evidence of the
amount of the to assessed or levied,the isems cued and the installments,
(c) If Landlord contft-M reviews or negotiates any tax or assessment Win the Shopping Center,Tenant agrees
to pay its proportionate share of landhrd's normal and customary expenses,whethato
unrelated third jarty ,parties,including but not limited to legal,tax consultant and appraisal
roes Tenant's proportionate share ofauch expenses shall be calculated and paid in that manner set forth in AR TiCLf
7(a) Tenant shall not have the right to withhold any payments to Landlord notwithstanding anything to the contrary
contained in this Lease,nix shall Landlord be obligated to withhold the payment of Property Taxes levied or
assessed againsl the Shopping Canter. If Tenant pays an amount in excess of its proponionate short of Property
Taxes for any yea as the result of a subsequent reduction in total Property Tues for that year,the excess shall be
mhuntletd to Tenant(the"Net Refund')when all refunds to which Landlord is entitled from the taxing authority for
that year aro received by Landlord_ The term"Net Refund'means the refimd plus interess if any theme less
appraisal,engineering.expert testmwny,ettorncys',printing and filing fees and all other costs and expenses of the
contest,review or negotiation to the extent that such faros,chats and expenses have not been previously included in
taxes under this ARTICLE 7,and lass an administrative(cc equal to 15%of tie anginal refund
(d) Notwithstanding anything to the contrary in this Article 7 or elsewhere in this Lease,arty excise,
transaction.sales or privilege to(except mcomc,inuisfer,catate or inlritn arnc tax)impcacd upon Landlord on
account of,attributed to,or measured by rental or other charges payable by Tenant shall be paid by Tenant to
landlord.
6
DWAM ic.G"WAtOdatoalt Cagm 260
vurml;tM.);
tbwSlgn Fmutopa ID 94FSs2 rt gD;r rsr act ruwsst>n�ts
�ATICLF$-Subordinatloo and Arturnmenl
(a) Tenant's nght,.shall be subordonzte w the interest of any ground lessor and to the lien of buy Mortgage or
deed of trust in force or later placed against the Sbapping Center,upon any building placed later upon the Shopping
Center and to all advances made upon the security thereof No ground lessor Burr the mortgagee or beneficiary
named in the mortgage or trust dcod shall disturb Tenants peaceable possession of the Leased Premises if Tenant is
not in default under this Lease. Any mortgagee or beneficiary of famdlord may,at its option,subordinate its
mortgage or trust dad to this Lease. This ARTICLE g(a)is self-operative,aid no father documentation of
Tenant's subordination and snanment is required;however,Tenant shall execute any normal and
customary subordination and non-disturbance agreement requested by any ground
lessOrL sOMPOs$any mortgagor or beneficiary of I midlord upon written request. Tenant shall accept
performance of any of Landlord's obligations hereunder by any mortgagee or beneficiary of Landlord.
(b) if any proceedings are brought for foreclovurc,or if the power of-sale under any mortgage,deed of taut or
deed to secure debt made by Landlord covering the Leased Premises is exercised,Tenant shall anorm to the
purchaser upon the foreclosure or sale and recognize the purchaser as the Landlord under this Lease.
(c) Landlord covenants that it is or will be a party to a certain agreement or agreements with the anchors in the
Shopping Canter(the'Agreement"),which may be amended from time to time. The Agreement shall not prevent
Tenant(Tom using the Leased Premises for the purpose set forth in Refemncoe Provision 1.03. This lease is sub
joxt
and subordinate to the Agreement and any ammdmean to or modifications of the Agreement which are in
place as of the Effective Date and any future Agreements which
do not change the economic terms hereof or materially affect
Tenant's rights, increase Tenant's obligations, or reduce
Landlord's obligations hereunder
Id) Tenant agrees to make such reasonable modifications to this Lease as may be reasonably required in
connection with the obtaining of financing or refinancing of the Shopping Center or any portion thereof or interest
therein.so tong as such modifications do not:change the economic tams hereof or materially affect Tenant's rights,
increase Tenant's obligations,or reduce Landlord's obligations hercvnder.
,4RTICLF.9-Addl_ nal Construction
Landlord reserves the right at any titan to make alterations or additions to,subdivide,change the building
dimensions and storefront lutes,build additional stories on the building in which the Leased Premises are contained
or on any other building or buildings in Use Slapping Centra,and to build adjoining the Shopping Center. Landlord
also reserves the right at any time to construct outer buildings,structures or improvements including,but not limned
to,surface,elevated or double-deck parking facilities and to erect temporary scaff(ld,%and other aids to consauctior:
Landlord agrees that it will make no changes to the Joint Use
Areas which will materially adversely obstruct visibility of or
materially adversely affect Tenant's storefront, sign
visibility, Or access to the Leased Premises. This agreement
shall not i) prohibit or otherwise restrict the placement of
mall plantings, kiosks, mall seating, mall directories, and mall
amenities in the Joint Use Areas adjacent to or in front of the
Leased Premises, or ii) apply if access or visibility is
temporarily affected as a result of repairs, remodeling,
renovation or other construction.
i,eadlerd sl+ull.haw.tMo sight-atarw tiroeup�+x-�a#ay��aticr;4raeioeak�tl+r-t-,awsa.i
for
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existed tethrt nsed-PrenristtF-end-tiaFalliaaaAneblrnr+virrgrapenyr isrourradbyiateient-Tenent,half.upon
detivrtY aFtbeSubsiituteSpaeaka �'t p�
toepening for buyirress-in the+obstitate Sfsacemid Tanaittsheu eperr{4F bwwirne a err the-Ssubvtimttr Espace witltin3p
claysededrliverp tent--#4iaintt+mak+rwafR �kaitalate
is wtbble to be- pM n fir t
ARTIC'LF;Q-Condition of!.cased Premises
Tenant's taking possession of the I.eawd Premises stud)be conclusive"coce of Ten®nt's acceptance of the Leased
Prerruses in good order and swisfacury condition and"as-is",including patent and latent drfects. Tenant agrees that
no representations about the condition of the Leaved Premises,nor promises to decorate,alter,repair or improve the
Leased Premises have been made by Landlord or its agents to Tenant_ Tenant also agrees that no representations
have been made to Tenant that any other tenants will Iesnse space in the Shopping Center nor have any promises been
made that Tenant has the exclusive tight to sell any merchandise,goods or services Tenant hereby waives any
implied warranties,including but not limited to fitness,suitability and habitability.
Dmaauc CKeek Oaki mok Center_260
2242021;HR:tm
DocuSyn EnvOXW 1O94F18254.8D77-479E-8CS&FE05AB077F19
Notwithstanding anything in this Lease to the contrary, because
Tenant has not been allowed complete access to the Leased
Premises to conduct a full inspection as of the date of signing,
once Tenant is given full possession, if it discovers any
unforeseen conditions with the Leased Premises and (a) such
items are not represented on the as built plans or not
discoverable by a site inspection, (b) the condition materially
prevents building as per the Landlord approved plans, (c) the
cost to address such condition is in excess of $100,000, ((a) -
(c) are collectively the "Initial Defects") , and (d) Tenant
provides written notice to Landlord of such condition within 30
days after possession of the Leased Premises has been delivered,
Landlord will have the option to pay for such costs to cure
such Initial Defects. In the event Landlord elects not to
contribute the additional amount as set forth in the preceding
sentence, then Landlord shall have the right to terminate this
Lease, and any amounts previously paid to Landlord shall be
returned to Tenant.
ARTICLE I 1.Repairs and Maintenance
Landlord shall he responsible for all strucnral repairs to the Leased Premise.; and for all utility
lines to the point of connection with the Leased Premises or
Patio Landlord shall not he responsible for damage or personal injury caused by any defects or other
conditions,or the consequences thereof,except in the case of Landlords willful misconduct Landlord shall not be
liable to Tenant for any damage to merchandise,trade fixtures or personal property of Tenant in the Leased
Premises,including without limitation damage by water leakage,seepage,water discharge from a sprinkler system
or water damage caused by leakage from other occupams. Beginning on the date Tenant takes possession of the
Leased Premises,Tenant shall be liable for the repairs,replacements and maintenance of the Leased Premises,
except those for which Landlord is responsible under this ARTICLE':11. Tenant shall keep the Leased Premises in
good order and repair,clean,sanitary and safe and shall notify Landlord,ur writing,prior to beginning any repair.
The notice shall specify the repair work to be performed. Tenant's repairs,replacements and maintenance
obligations shall include,but not be limited to,its heating and cooling equipment;other equipment;fixtures;
improvements,flan covering.the exterior and interior portions of all doors,door lochs,security gates,and
windows;plumbing and sewage facilities which arc not Landlord's obligation;walls;ceilings;and plate glass.
Tenant shall be solely responsible for maintenance and repair costs related to the Leased Premises. Tenant agrees to
keep the interior of the Leased Premises in a clean and sightly appearance.Tenant shall not be
obligated for the repair, installation or alteration of any item
of a structural nature with respect to the Leased Premises
unless necessitated by Tenant's specific use of the Leased
Premises, or the negligence or willful misconduct of Tenant. if
Tenni refuses or neglects to make repairs or maintain die[.eased Premises,in a manner reasonably satisfactory it,
Landlord.Landlord shall have the right,upon giving Tenant reasonable written notice but not less
than 10 days except in the case of an emergency when no notice
shall be required to make the repairs or perform the maintenance on behalf of Tenant. Tenant shall
reimburse Landlord promptly upon receipt of s bill. The interior and storefront of the Leased Premises shrill be
painted,redecorated and refurbished by Tenant at leewanurevy,5 ywuti as reasonable to keep
the Leased Premises in a condition commiserate with a first-
class shopping cantor. Landlord has no obligation to do work which landlord is not expressly
required to perform under this Lease or which,tender this Lease,Tenant is required to perform The performance of
that work by Landlord shall not constitute a waiver of Tenant's default.
In the event Landlord fails to perform its maintenance and
repair obligations in this Lease after 30 days prior written
notice (or as soon as reasonably practical in the event of an
emergency in which there is imminent threat of harm to person or
property) and provided a) Landlord has not undertaken good faith
efforts to perform such obligations and b) such failure results
in the threat of damage or harm to Tenant's employees, customers
or business operations, Tenant shall have the right, upon at
least an additional 5 days' written notice to Landlord to
perform such repairs on Landlord's behalf. Landlord shall
reimburse Tenant's costa of doing such repairs within 30 days
after receipt of an invoice from Tenant with full accompanying
accounting of reasonable expenses incurred, or credit Tenant's
account for the appropriate amount of the reimbursement. In no
event shall Tenant be permitted to perform work on any areas
s
Dinnrm Greet OW&nm r Cu=-2W
WVM21;HB:Is
Docw*nE,mt,,o :If)Bet 19ry�,4.afj Tr-d 7BF..Bt;6&FEp{r,4tit)'j4 tg
outside the Leased E m:i.ss;z without L:andlchre's express written
consent.
ARTICLE 12-Altersboea
Tenant shall not nuke any structural,clocaical,storefront,exterior.major interim or mechanical aiteratuxts to the
Leased Premises without obtaining the written consant of Landlord, which consent shall not
be unreasonably withheld, conditioned or delay except for
structural, storefront, exterior or life safety systema
alterations, in which case Landlord's consent may be at
Landlord's sole discretion. Tenant shall not interfere with any work in the Shopping Center.
and shall not cause the closing,interruption or impairment of Tenant's normal conduct of business. All alterations,
additions,improvements and Tenant's Work shall become,upon expiration of the Tenn,or the earlier termination of
this Lease,the property of Landlord without any payment by landlord. All such work by Tenant, if
applicable, shall be made under the supervision of a eampetem architect or competent licensed structural
engineer and shall be in acamdance with plans and spccifwahoaa approved in writing by Landlord before the start of
the work. Landlord's approval of Tenant's plans and specifications shall not create a responsibility or liability of
Landlord for their accuracy,sufficiency or compliance with laws or rules and regulations. The work shall be in
accordance with necessary governmental approvah and permits. Tenant shall obtain approvals and permits at its
sok expense. The work shall he done in a good and workmanlike manner and diligently prosecuted to completion.
The Leased Premises shall at all times be a complete unit except during the performance of work Work dote by
Tenant without Landlord's consent shall be returned to its original condition.at Tenant's expense,upon request by
Landlord-
ARTICLE.13-Flstures and Personal Property
Trade fixtures,signs and other personal property of Tenant not permanently affixed to the Leaned Premises she]l
remain the property of Tenant Tenant"I have the right,-pFwAdetl-Teoamis sot-in defauk,to remove its trade
fixtures,signs and odder personal property. -,durmg. rear
wsuilablefor�eed�gxg+lretYlre�fbuainest:!tpeeified in Referenowfm 1-03 PBFW"FW MIO
aniesaTvasm-Monhe"at -quality- Tenant at its expense,
shall immediately repair damage to the Leased Premises caused by the removal of such trade fixtures,signs and
other perwnal property. Upon the expiration or earlier termination of this Unix,Tenant shall lease the Leased
1'rrmises in a neat and clean rendition free of debris. A►L adafiirtura ;igms,a; ed o personal ropwty ia.1*1W
Avhes+ wAalied-f*anaphases Tenant shall pay beforr
delinquency all taxes.assessments,license fees and public charges levied,assessed or imposed upon its buiincs.
operation in the Leased Premises as well as upon its trade futures,leasehold improvements(including but not
limited to merchandise and other personal property in,on or upon the Leased Premises), If Tenant's property is
assessed with Landlord's property,the assessment shall be equitably divided between Landlord and Tenant.
Landlord shall determine the basis of prondng the assessments and that determination shall be binding. No taxes,
assessments,fees or charges referred to in this ARTICLE 13 shall be considered Property Taxes under ARTICLE 7
Tenant's obligation to perform the provisions of this ARTICLE 13 shall survive the Expiration Date or the earlier
termination of this L ease
ARTICLE 14-1A
Tenant shall not permit a lien or claim to attach to the lAmsed Premises and shall promptly cause the lien or claim to
be released. If Tenant contests the lien or claim,Tenant shall indemnify Landlord and,if requested,drpmt with
Landlord a cash or surety bond in a form and with a company satisfactory to Landlord in an amount equal to twice
the amount of the contested lien or claim. if Tenant shall fail to cause a lien to be discharged or bonded,within 10
days after being notified of the filing of the lien,in addition to any other right or remedy,Landlord may discharge
the lien by paying the amount claimed to be due. The amount paid by Landlord,together with interest at the Interest
Rate and all costs and expanses,including reasonable attomcys'fees incurred by Landlord,shall be doe end payable
by Tenant to Landlord as additional rental on the I st day of the next following worth. Tenant shall immediately
give Landlord written notice of the recording of a lien against to Leased Premises or the Shopping Center arising
out of work dorso by or at the direction of Tenant
ARTiCLF IS-laws and Ordinances
(a) Tenant shall comply with all laws,ordinances,codas,orders and mgulatiorux alTaxing the construction,use,
occupancy,alteration,cleanliness,safety and operation of the[.eased Premises,which am in force now or later
Tenant dull comply with the rcgulatious,mquiome nts and recommendations of any insurance underwriter.
inspection bureau or similar agency. Tenant dall notify Landlord if Tertant has received notice of,or has
knowledge of any s:ondition or occurrence that might result in liability to Landlord. Tenant shall give Landlord,
upon Landlord's request,information regarding the envirorimental condition of the Leased Premises so Landlord car.
determine if Landlord must comply with any rule,regulation,order,act,law or statute pertaining to the
environmental condition of the Leased Premises or the Shopping Center,and for landlord to accurately complete a
form or otherwise provide information requited under any rule,regulation,order,act law or statute Tenant sha Il
9
DiK (-met Oakbrook Cower 260
:2.12021:Ns:r
DocuSign Envelope ID-94Ft925"077-579E-NC'ib-FEDAAS077F18
permit Landlord to comply with these recommendations and requirements. in addition,Tenant agues to comply,to
the extent that the same may be applicable to the[.eased Premises and as same may he amended from time to time.
with the standards and requirements of the Williams-Steiger Act(PIA I-596),known as the"Occupational Safety
and Health Act of 1970,"notwithstanding the fact that Tenant may otherwise be exempted from the provisions of
said Act and the Americans with Msabilities Act of 1990.
(til Tenant shaft not:(i)paink 4he4,aa9ed-itrem4ses;(ii)use or allow the Leased
Premises to be used or occupied in a manner that might invalidate or increase the rete of or make inoiperauve an
insurance policy carried on the Leased Premises or on property,buildings or improvements in the Shopping Center;
I iii)keep,use or permit in the Leased Premises inflammable fluids, except normal restaurant
usagein connection with the operation of the Permitted Use,
provided such fluids are brought upon, transported, used, kept
and stored only in the quantities necessary for the usual and
customary operation of a full-service restaurant and in a manner
that complies with: (a) all Laws, (b) permits (which Tenant
shall obtain prior to bringing such fluids on or about the
Shopping Center) issued for the fluids, if necessary; and (c)
all producers' and manufacturers' instructions and
recommendations, to the extent they are stricter than Laws)or
explosives without the prior written permission of Landlord,or engage in hazardous activities;(iv)use the Leased
Premises for a purpose which might cree4:a nuisance or injure the reputation of the Leasah Premises or the
Shopping Center in the reasonable opinion of Landlord;(v)deface or injure the Leased
Premises or any portion of the Shopping Center,(vi)overload the flours;(vii)commit or suffer waste;(viii)install
electrical equipment that overloads limes;or(ix)conduct any sampling,testing.or drilling to locate any Hazardous
Material without landlord's prior written approval. Tenant shall,upon demand,reimburse Landlord for extra
premiums caused by Tenant's use or occupancy of the Leased Premises,whether or not landlord has consented to
the use and occupancy. A schedule issued by the organization making the insurance rates aro the Leased Promises,
showing the components of the rates,shall be conclusive evidence of the items and chargers which make up the
hazard and other insurance rates on the Leased Premises. Tenant shall,at Tenants expense,make from time to time
whatever changes are necessary, due to Tenant's use of the Leased Promises,
alterations in the Leased Premises, or are the responsibility of
Tenant as part of Tenant's maintenance obligations, to comply with the
requirements of the insurance inspectors,underwriters and governmental authorities in connection with electrical
and fire prevention systems and equipment
(c) Tenant shell not have a claim against Landlord,and landlord shall not be liable for damages,demands,
expenses,fres,fees,penalties,suits,proceedings,claims,actions and causes of action arising out of or in any way
connected with Tenant's use or occupancy of the Leased Premises,if the use or occupancy is prohibited or
substantially impaired by any law,ordinance,regulation or by Icgal,governmental or other public authority.
(d) Tenant shall not cause or permit any Hazardous Material(defined below)to be brought upon,transported
through,stored,kept,used,discharged or disposed in or about the Leased Premises or the Shopping Canter
(collectively'Property")by Tenant,its agents,employees or contractors. Texan shall notify Landlord immediately
of the presence of or disposal of Hazardous Material on ca near the Lewd Promises,and of any notice by a party
alleging the presence of Hazardous Material on or new the Leased Premises. However,Hazardous Materials
brought upon,transported.used,kept or stored in or about the Property which is necessary for Tenant to operate its
business for the use permitted under Reference Provision 1.03 of this Lease shall be brought upon.transported,used
kept and stored only in the quantities necessary for the usual and customary operation of Tenant's business and in a
manner that complies with:(i)all laws,rules,regulations,ordinances,codes or any other governmental restriction or
requirement of all federal,state and local govcmmental authorities having jurisdiction and regulating the Hazardous
Material;(it)permits(which Tenant shall obtain prior to bringing the Hazardous Material in.on or about the
Property)issued for the Hazardous Material;mid(iii)all producers'mrd manufacturers'instructions and
recommendations,to the extent they are stricter than laws,riles,negulationt,ordinances,codes or permits. If
Tenant,its agents,employees or contractors,in any way breaches the obligations in die preceding sentence;or if the
presence of Hazardous Material m the Property caused or permitted by Tenant results in the release at threatened
release of I hazardous Material on,from or tinder the Property;or if the presence on,frac[or under the Property of
Hazardous Material otherwise arises out of the operation of Tenant's business than,without limitation of any other
rights or remedies available to landlord under this Lease or at law or in equity,Tenant shall indemnify.defend,
protect and hold harmless Landlord(died Landlord's parents,subsidiaries,affiliates,employees,partners,agents.
mortgagees or successors to Landlord's interest in the Leased Premises)(collectively"Indemnity")from any and all
claims,sums paid in settlement of claims,judgments,damages,clean-up costs,penalties,fines,costs,liabilities,
losses or expenses(including,without limitation,attorneys',consultants'and experts'fees and any fees by Landlord
to enforce the Indemnity)which mise during or after the Term as a result of Tenants breach of the obligations or the
release or contamination of the Property by Tenant (and Landlord's parents,
subsidiaries, affiliates, employees, partners, agents,
mortgagees or successors to Landlord's interest in the Leased
Promises),including,without limitation: diminution in value of the Property;damages for the loss of,or the
restriction on the use of,rentable or usable space or any amenity of the Property;damages arising from any adverse
impact on the sale or lease of the Property;and damage and diminution in value to the Property or other properties.
whether owned by Landlord or by 3rd parties. This Indemnity includes,without limitation,costs incurred in
connection with any investigation of site conditions or any clean-up,remedial,removal or restoration work required
by any federal,state or local govermneve d agency or political subdivision because of Hazardous Material present in
the soil orgroundwater on,under or originating from the Property. Without limiting the foregoing,if the presence
of Hazardous Material on the Property caused or permitted by Tenant results in the contamination,release or
10
Dfeeamir Oreek Oal bwok Catrin 260
2/211120:1.H&Is _.
Docccu&gn Envelope 10.94F19254-8D77.479E.8C6bFCD9A8077F19
dutatened release of Hazardous Material on,from or under the Property or other properties,Tenmt shall promptly
take all actions at its sole cost and expense which are necessary to return the Property and other properties to the
condition existing prior to the introduction of the Hazardous Material.provided that Landlord's written approval of
the actions shall be obtained first(which approval shall not be unreasonably withheld)and so long as such actions
do not have or would not potentially have any material,adverse long-term or short-term effect on Landlord or on the
Property or other properties. This Indemnity shall survive the Expiration Date or earlier termination of this Lease
and:!hall survive any transfer of Landlord's interest in the Property. "Hazardous Material"means any hazardous,
radioactive or toxic substance,material or waste,including,but not limited to,those subsu inces,materials and
wastes(whether or not mixed,co nmingkd or otherwise combined with other substances,materials or wastes)listed
in the United States Department of Transportation Hazardous Materials Table(49 CFR 172.101)or by the
Environmental Protection Agency as hazardous substances(40 CFR Pan 302)and amendments thereto,or
substances,materials and wastes which are or become regulated under any applicable local,state or federal law
including,without limitation,any material,waste or substance which is(i)a petroleum product,crude oil or any
faction thereof,(ii)asbestos,(iii)polychlotiusted biphenyls,(iv)designated as a"hazardous substance"pursuant to
Section 311 of the Clean Water Act,33 U.S.C.Section 1251,et eon.(33 U.S.C.Section 132 1)or listed pursuant to
Section 307 of the Clean Water Act(33 U.S.C.Section 1317),(v)defined as a"hazardous waste`pursuant to
Section 1004 of the Resource Conservation and Recovery Act,42 U.S.C.Section 6901.g sea.(42 U.S.C.Secuon
6903)or(vi)defined as a'hazardous substance"pursuant to Section 101 ofthe Comprehensive Environmental
Response,Compensation,and Liability Act,42 U.S.C.Section 9601,et sea.(42 U.S.C.Section 9601).as all of the
forgoing may be amended fiom time to time.
Landlord and Tenant agree that, in the performance of their
respective work in the Leased Premises, they shall not use or
install, or permit their contractors or subcontractors to use or
install, Hazardous Materials. "Hazardous Materials" means any
substance, material or waste which has been determined by the
United States Environmental Protection Agency, the federal
Occupational Health and Safety Administration, or similar
federal or state agency, to be capable of posing a significant
risk of injury to human health or safety. Should either party
discover, during the term hereof, materials in the Leased
Premises which it suspects are hazardous, then that party shall
notify the other. Landlord will then retain an environmental
consultant to test for the presence of the suspected Hazardous
Material. If the presence of a Hazardous Material is confirmed,
Landlord will undertake such measures as it deems reasonably
appropriate and necessary under the Circumstances, or as may be
required by law, to either encapsulate, abate or remove and
dispose of the Hazardous Material, in compliance with applicable
laws and regulations. If the Hazardous Material was originally
installed by Tenant, or its contractor or subcontractors, Tenant
shall be liable for all costs of inspection, consultation,
encapsulation, abatement, removal and/or disposal_ If the
Hazardous Material was originally installed by Landlord, its
contractor or subcontractors, a third party other than Tenant,
or its contractor or subcontractors, then Landlord will be
liable for the costs (and, if Tenant is required to close the
Leased Premises during the period the abatement or removal work
is performed, Tenant will be entitled to an abatement of all
rental and charges for the period of closure) . If the Hazardous
Material was originally installed by Tenant and Tenant is
required to close the Leased Premises during the period the
abatement or removal work is performed, Tenant will not be
entitled to any rental and charges abatement. Tenant will
promptly reopen for business after the abatement or removal work
has been completed.
ARTICLE 16-Environmental Services
(a) Tenant shall pay for all utilities used in the Leased Premises during the Term. Tenant shell,if required by
Landlord or applicable code,provide sod pay for its own meters for heat•air conditioning,water,gas.electricity and
all oder utilities,and shall pay all water and sewage charges(and all other charges for utilities used in the Leased
Premises),rentals and taxes imposed by governmental authority or otherwise. Notwithstanding the
foregoing, as of the Effective Date of this Lease, the utilities
stated above are separately metered. Landlord may at iu election provide Tenant with
or designate a third party provider W pnwidc Tenant with any or all of the utilities used in the Leased Premises at
market rates as further provided in the last sentience of this
subparagraph (a) If Lam lord or its designee provides Tenant with the utilities used in the Leased
u
Diav� Cked Oakbooa Ceara_266
2rIAM21;HB:6
oocuSign Envelope I0 94F 19254-8077-a7BE-BC $-FE09AB077F16
Premises,Tenant shall purchase such utilities from Landlord or its designee and may not purchase such utilities
from any oder source. landlord agrees•however,that the charge to Tenant for utilities furnished by Landlord shall
not exceed that which Tenant would be required to pay for if Tenant purchased such utilities,with a comparable
level and quality of service and equipmetu,directly from the local public utility company,but not less dun
Landlord's cost to provide such utilities,
(b) Heating,ventilation and air conditioning for the bussed Premises will be in accordance with the
MWIBtTS.
(c) Tenant shall be responsible for completing the installation of the heating,ventilation and air conditioning
system within the leased Premises,as provided for in the EXHIBITS. Tenant,at Tenant's expense,shall maintain
the heating,ventilation and air conditioning equipment which exclusively serve or are within the Leased Premises.
Tenant shall use best efforts to conserve energy in the operation of its heating,ventilation and air conditioning.
Tenant shall upon request by landlord supply Landlord with evidence satisfactory to Landlord that Temmt is
fulfilling Tenant's obligations under ARTICLE 16 of the tease to maintain the heating,ventilation and air
conditioning equipment within the Leased Premises.
(d) landlord has,at its cost and expense,pminstalled a potable water distribution system and a sewer system
which will provide water and sewer service to the Leased Premises in accordance with the EXHIBITS. Tenant,at
Tenant's expense,shall be responsible for completing the installation of the water and sewer systems within the
Leased Premises in accordance with the EXHIBfTS.
(e) if Tenant shall require natural gas for the normal operation of Tenant's business,such utility service shall
be available in accordance with the EXHIBITS. All natural gas service shall be arranged by the Tenant and al l such
work shall be done in accordance with the EXHIBITS.
(f) In addition to the Minimum Annual Rental,Tenant shall pay,as additional rental,in advance on the first
day of the month during the Term(prorated for any fractional month),without deduction set-off'of any kind,a
charge to Landlord for any services furrindsed by Landlord to the Leased Premises under this Article 16(the
"Environmental Cluage"). In the event of any dispute,Tenant shall pay the bili for all such utility furnished to thc
Leased Premises in accordance with Landlords billing,and such payment shall not prejudice Tenant's position The
Fm•ironmental Charge shall be adjusted from time to time by Landlord's engineer,shall be initially based on a
typical store layout that is comparable to Tenant's utility usage and shall be subject to adjustment by Landlord from
time m time. If Tenant fails to make any applicable payment of the Environmental Charge to Landlord within ten
(10)days from the date such payment is due,or upon failure of Tenant to pay any other sums of rental or other
charges due under the provisions of this Lease in full.Landlord may,without limitation,cut off and discontinue an%
such utilities furnished by Landlord to the Leased Premises,without any liability to Landlord FOR THIS
LEASE AT OAIBROOK ONLY, Tenant shall not be responsible for any
Environmental Charges as set forth in this subparagraph (f) .
(g) If Landlord or Landlord's third party designee is furnishing utilities to Tenant during the Term,Landlord or
such designec may cease furnishing any of such utilities without responsibility to Tenant except to connect or cause
to be connected to the service facilities another available source of supply without interruption.
Notwithstanding anything contained in this Lease to the contrary,Landlord orsuch designee shall not be responsible
or liable for damages or injuries sustained by Tenant or dose claiming by,through or under Tenant,because of the
interuption,discontinuance,quality or quantity of any utility used in or for the Leased Premises,(whether or not
supplied by Landlord or such designee,and regardless of the reason or cause of the interruption or discontinuance).
Tenant shall not be relieved from the performance of its obligations if an interruption or discontinuance occurs
landlord may take any energy management rneasum%it deems necessary for energy conservation including,but not
limited to,control ofall Tenant's energy consumption Notwithstanding the foregoing, to
the extent an interruption is caused by Landlord or by
Landlord's contractors, agents or employees and interrupts
Tenant's operations for a period in excess of 72 hours, then
Rent shall thereafter abate on an equitable basis until the
utility service in restored.
(h) Landlord shall keep in good order and repair and shall maintain the telephone raceway and interface wiring
system and shall make any necessary repairs to or replacements of such telephone raceway artdhx interface wiring
system except that Landlord's obligation shall not include repair or replacement of service extensions,wiring or
other telephone systems exclusively servicing the Leased Premises and that Tenant shall reimburse Landlord for any
and all repairs thereto necessitated by any acts,omissions to act or negligence of Tenant or Tenant's agents,
employees and contractors
(i) Tenant agrees that garbage and refuse shall be kept in an adequate container so as not to be visible to the
public,wt3iiti+e��-;in a dumpater area provided by Landlord, for
collection at reasonable times specified by Landlord and at Tenant's cost. In lieu and instal of the foregoing
provisions of this subsection(i),landlord.or a contractor selected by the landlord,at its option,may purchase or
lease a garbage compactor for the use of tenants and occupants of the Shopping Center. If Landlord,or a contractor
selected by the landlord,purchases or leases said garbage compactor for the use of tenants in the Shopping Caner,
then Tenant agrees to use the same for the disposal of its garbage and refuse to the exclusion of all other garbage
collection companies. Tenants shall pay monthly,in advance,the charges therefor,basal upon Landlord's,or a
contractor selected by Landlord,reasonable estimate of the amount of the refuse and garbage generated and the
frequency of use by Tenant. Tenant shall cause its garbage and refuse to be taken to such garbage compactor within
the Shopping Center;and is is understood and agreed that Tenant's monthly charge as aforementioned will not
include pick-up service-The aforementioned monthly charge as estimated by Landlord,or at contractor selected by
Landlord,shall be adjusted from time to time based upon the garbage generated by Tenant andlor changes in rates
12
Di cos Greak_oddraak Cm _260
2,242021;lrwi.
Docu&gn Emol pe 10 94Fi9254-8077J79E.8CB8-FEDOABD77Ft9
for refuse collection. Tenant shall store soiled or dirty linen in approved fire rating organrrstion metal containers
with self-closing fusible link covers. In addition to the foregoing,landlord may cause the removal of all debris,
rubbish,material and equipment during the construction of Tenant's store and/or during the time preceding the initial
opening date of the Shopping Center,and charge the"thereof to Tenant as provided in the EXHIBITS. Tenant
shall pay landlord such charge within III days of billing
(i) During the Term,Landlord shall keep in good order and repair and shall maintain the sprinkler system in
the!.eased Prr,mises,including checking,testing and servicing thereof,and shall make any necessary repairs to or
replacements of'such sp hnkk r system except that Tenant shall pay any and all charges billed by landlord in
connection with all repairs and replacements thereto necessitated by any acts,ornissions to act or negligence of
Tenant or Tenant's agents,employees and contractors. All modifications to such sprinkler system that Tenant may
desire shall be perfotrrred as pruvided in the Exhibits. Should the utility company furnishing water to the Shopping
Center levy,assess or impose upon landlord a sprinkler system backup charge,thea Tenant shall pay to Landlord its
proportionate share thereof,which shall be in an amount equal to the product obtained by multiplying said charge by
a fraction.the numerator of which shall be the gross leasable area of the!.eased Premises and the denominator of
which shall be the gross leasable area in the Shopping Cerin served by such sprinkler system do temtined as of the
date such charge is billed to Tenant,and shall be paid by Tenant within 10 days after billing by Landlord
ARTICI.F.17-Joint Use Areas and Oyentda¢Fsoeasea
(a) The"Joint Use Areas"stall consist of all parking areas,panting facilities,approaches,streets,sidewalks.
malls,driveways,loading platforms,canopies,elevators,escalators,ramps,storm drainage facilities,exits,
entrances,sprinkler mains,landscaped areas,comfort stations,light facilities,computer facilities,cable facilities,
telecommunications facilities,washrooms,lounges and shelters,utility lines,roofs,roadways and other facilities
available for joint use or benefit designated by Landlord,as they may from time to time exist and be available to the
tenants in the Shopping Center,their employees,oRiten,agents,customers,licensces and invitees
(b) Landlord shall,subject to events beyond its reasonable control,maintain or cause to be maintained the Joint
Use Areas in good order and repair. The Joint Use Areas and other facilities in and about the Shopping Center shall
at all times be subject to the control and management of landlord and other parties that Landlord may designate.
Landlord shall have the right at any time to redesignate,modify,alter,clan,restrict,expand,reduce and change the
Joint Use Areas. Landlord shall also have the right to permit entertainment events,the placement of kiosks,carts.
advertising and other displays in the Joint Use Areas,and to convert the Joint Use Areas into retail areas. The
activities and uses may be temporary or permanent.
(c) (i)Operating Expenses shall consist of all expenditures relating to operating,memagtag,equipping,
policing,protecting,lighting.repairing,cleaning,replacing and maintaining the Joint Use Areas in tate same or
improved condition as when originally installed including any rental and lease payments paid for machinery and
equipment used in the maintenance of the Joint Use Areas and the personnel costs to implemrnt those services,
compliance with statutes,laws,codes,rules and regulations,even if epplicable after the Effective Date;maintaining
parking spaces for employers,customers and other parties;music;maintenance of the roof;removal of snow,icc,
rubbish,din and debris;garbage collection service;planting,replanting and replacing flowers and landscaping;costs
and expenses of utilities including,but not limited to,maintaining lighting facilities and storm drainage and
detentiom systems(whether on or off the Shopping Center);sewage treatment plant;domestic water wells,pump.-,
and similar facilities and equipment;beating and catling the enclosod portion of the Shopping Center;pent
extermination;the alarm service charge if a supervised fire sprinkler alarm system is installed;premiums for
liability,property,damage,fire and rental interruption insurance(if txried by Landlord);the cost of the personnel
reasonably required to implement all of the foregoing,including the policing of the Joint Use Areas and the
directing of traffic and parking of automobiles on the parking arra;insurance aggregate allocations and losses borne
by Landlord m,a result of deductibles or self-insured rdantitm limits carried by Landlord under an insurance policy
of self insurance by Landlord;costs of adiusting an insured casualty;wages;unemployment,social security and
personal property taxes;all other expenditures trade for the use or bent of the Joint Use Areas;direct or indirect
costs of advertising,marketing and promotion of the Shopping Center as set forth in Article 37,including the cost of
marketing and customer service personnel:and maintenance of the sprinkler grid in tenant spaces of the Shopping
Center.
(it) Effective upon the Rental Commencement Date,Tenant shall pay,without deduction or set-off of any
kind,the Operating Expenses Payment,which for the calendar year stated in Reference Provision 1.22 shall be the
amount specified in Reference Provision 1.22. Tenant's Operating Expenses Payment shall increase on the 1"day
of each subsec)uem calendar yea by4.001/o. As Tenant's obligation to pay the Operating Expenses Payment is
predetermined and not subject to 4ustmett except as expressly provided herein,Tenant shall have no express tw
implied right to examine,inspect or audit Landlord's records pertaining to the Operating Expenses Payment.
landlord shall have the right,in is sole and absolute discretion, to allocate all or a porion of any of Tenant's
payments under this Iaase including,but without limitation,Minimum Annual Rental and Operating Expenses
Payment,toward Operating Expenses
ARTICLE 18-Damaee to(.eased Premises
If the Leased Premises are damaged,destroyed or rendered partially untenantable by fire or other insured casualty,
Landlord shall promptly repair and restore the(.cased Premises in accordance with landlords Work. From the date
of the fire or casualty until the tested Premises are repaired and restored Minimum Annual Rental and additional
rental,except for any additional rental due under ARTICLE 7,shall abate in the proportion that the part of the
Leasod Premises destroyed or rendered uuuenantable bears to the total Leased Premises. landlord shall not be
required to repair or restore the l eased Premises or any part of the Shopping Center as the result of an uninsured
13
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2.124/20'.1:HA as
DoaS4ri Enveops ID94F19254-WT7179E4CWFE09A90T7F19
casualty. If 500/6 or more of either the Leased Premises or the Shopping Center is destroyed or rendered
untenantable by fin or other casualty during the last 3 years of the Term(based upon the replaccmew cost compared
with the market value of the improvements immediately prior to the fire or other casualty as shown by the certificate
of Landlord's architect),either party shall have the right to terminate this Lease. The lamination shall be effective
on the date of casualty by Landlord or Tenant giving the other,within 90 days after the casualty,written notice of
termination. If the notice is given within the 90 day period,this lease shall terminate and Minimum Annual Rental
and additional rental shall abate from the date of the casualty. Landlord shall promptly repay Tenant any rental pad
in advance which had not been earned at the date of the casualty. if the notice is not given and Landlord is required
or elects in repair or rebuild the Leased Premises,Tenant shall repair and replace its nxaehandiae,signs,goods,
trade fixtures,furnishings,equipment,furniture and other personal property to a condition at least equal to its
condition prior to its damage or destruction and,ifTeoant bas closed,Tenant shall promptly reopen for business.
Landlord shall rex be required to impend more for repair or restoration of the Leased Premises or the Shopping
Center than the amount of insurance proceeds paid landlord(ox,if Landlord is self-insured,the amount of insurance
proceeds which would have been paid Landlord if Landlord was not self-imaued)i Except as expressly provided to
the contrary,this Lease shall not terminate tax shall there he an abatement of Minimum Annual Rental or additional
rental as[fie result of a fire of other casualty.
ARTICLF 19-lasunace
(a) Landlord agrees to curry,or cause to be carried,the following insurance coverages and types'
(1) Workers'Comprmution Insurance in statutory amounts:
(it) Employer's Liability insurance in die amount of SI,000,00D per person for each accident,or
disease.
(in.) Commercial General Liability Inavance on the Joint Use Areas providing coverage of not less
than S 1,000,000 per otxxureaa,with a$2,000,000 aggregate.
(dv) Commercial Property Insurance including special form perils endorsement insuring Landlord's
property in the Shopping Center for the fill replacement value. This insurance will exclude
Tenant's Work and Tenant's merctandiac,signs,goals,trade fixtures,furnishings,oquupnrent,
furniture and other personal property)
(�) Landlord will have the right to cmTy or cause to be earned additional types of insurance in
whatever limits Landlord chooses,including coverage under blanket insurance policies which may
be allocated by Landlord among the properties owned or managed by Landlord which in
Landlord's opinion Landlord deems appropriate.
(b) Tcuant agrees to carry the following insurance coverages and types:
(i) Workers'Compensation Insurance in statutory amounts,
(ii) Engiloyer's Liability insurance in the amount of$1,000,000 per person for each accident,or
drscase;
Oil)1 Commercial General Liability insurance including products and completed operations coverages
or not less than S 1,000,000 per occurrence,with a$2,000,000 per location aggregate(for
lifem
pareae�a with-u S5.0N,0Nper4oerNioe agpegete). The fire legal liability limit shall be not
less than S1,000,000. This coverage requirement may be met with
a combination of Consaarcial General Liability
Insurance and follow form Umbrella Liability Insurance
and/or follow form Kxcess Liability Insurance. Thispolicy
..hall include Contractual Liability coverage (per the terms and conditions
of the insurance policy). This policy shall also include an Additional Insured
Endorsement containing the names of the Additional Insureds identified below. The policymust
have a Waiver of Subrogation endorsement in favor of all Additional Insureds Any
deductible/self-insured retention in excess of 1380910,000 per occurrence requires Landlord's
written consent.
(rv) Commercial Property Insurance including special form perils endorsement insuring Tenant's
property,including plate glass,in the Shopping Carter for the full replacement value,without
deduction for depreciation. This policy shall have an Agreed Value Endorsement or no co-
insurance penalty in the event the insurer isn't filed
to offer the Agreed Value Sndorsement Form This insurance must
include all of Tcnsnt's work,improvements and betterments,Tenant's inventory,merchandise.
signs,gaud;,trade fixtures,furnishings,equipment,furniture,wall coverings,floor coverings,and
other personal property),Tenant stall insure for loss from flood,including coverage Im water
damage fmrn utleauans including bui not limited to sprinkler damage,sewer discharge or backup.
water line breakage,and overflow from other tenant's spaces or from the Joint Use Areas.Where
sum for sora t adxe Landlord shall be named as s loss payee with
respect to the average for Tenant's betterments and improvements.The policy must have a
Waiver o'Subrogation endorsement in favor of all Additional Insureds. The deduetible/self-
ia
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:1242027:HB:4
i)o-�.rStgn E.n�Iope ID 9AF19254 REM.479E-Sc6a-FED9ABDT71`19
insured retention shall not exceed 525,000 per occurrence without Landlord's written consent
Notwithstanding the foregoing, however, Landlord
acknowledges and agrees that Tenant's flood deductible
is $100,000.
(1-) Loss of Business Inco ne Insurance,including Extra Expense and—n-wis Russia
eaavewge. The insurance limits for this insurance shall be based upon a minimum of 12 month:
business income with a 60-day extended period of indemnity en dursernent.
(VI) Boiler and Machinery insurance,including mechanical breakdown,covering rooftop HVAC units
and any scpante heating unite or boilers which serve only the Leased Premises. Such coverage
shall be for the full replacement value of the units without deduction for depreciation
(vu) If in Landlord's reasonable judgment there is a need for additional or different types of insurance
and commercially available.Tenant shall obtain upon Landlord's request the
insurance at Texnant's sole expense.
(viii) Automobile liability coverage.including owned,non-owned and hind automobiles.with limits of
not less than S 1,000,000 combined single limit for bodily injury and property damage.
(ix) If Tenant sells or serves alcoholic beverages,Tenant shall obtain and maintain,at all times during
the Tenn.Liquor Liability Insurance with policy limits of not less Utah S2,000,000.(K)per
occurrence,naming Landlord oral such additional parties as listed in(e)below as Additional
Insureds. If Tenant fails to obtain or to continue this coverage,Tenant shall immediately
discontinue selling and serving alcoholic beverages from the Leased Premises
Is) If Tenant-pedtrrms PF4689 MW SeF.01869 on 1110!AMWdPrMiWA 4F.emi-AGll-elsuie11ed
=Fer�u: appntprietete�#+e+:eFviee
pmt ast4
ea9
trttWW+pcs4+eyT is
*R!Nxrinal•shall R01 IMAKIPjery.
(c) All policies of insurance(including policies of Tetant's contractors and subcoritructors)shall contain a
Waiver of Subrogation Endorsement in favor of all Additional Insureds. If Tenant is permitted to self-ensure for any
of the insurance coverages required to be provided,Tennant hereby waiver against Landlord,Its parents,partrens,
joint venturers,subsidiaries and affiliates,against the property manager,and against the Additional lmsureds4€n n
listed below,all claims,including arty and all rights of subrogation which rosy exist,for all losses and damages no
matter how caused,which were or could have been insured for under any policy of insurance required to be obtained
by Tenant. waiver of-subrogatean expressly-inu(udes,any of4ow-due leo the-scr►eer
ierwl let+axed-lf Tenant ah
siwll limply and eomple[ely-E4efexnd rad
indermA,the kandletd a nd erg Additional insweils from ony a lairnrnenddareae ;i"eki(hnglewsttr15,Ixuugh
agaiascaawdk+r�eedrer-dee Additee.nal y+vbw,is ani
uAriek eeekK-tc}restwe�r-axeeunts$a
(d) Tenant shall,upon request of Landlord,provide a Certificate of Insurance to landlord evidencing all of the
required coverages and Endorsements.The Certificate of Insurance must remain current(or be reply ed with a
current Certificate)at all tinned during the period of Tenant's tenancy.All policies of insuramx mast be written by
insurance carriers licensed to do business in the state in which the Shopping Center is located and have an A-M
Best's rating of not less than A!VB. All Taunt's liability policies shall be endorsed to be primary and non-
contributory to policies of the Landlord and the Additional Insureds,and shall contain either a cross-liability
endorsement or separation of insureds pro ision which permits the limits of liability ender Tenant's policies to apply
separately to each Additional Insured. Tenant shall promptly give the certificate holder written notice in advance of
any cancellation.lapse,reduction in amount of coverage or any other adverse change to the policy or insurer.
(e) The Additional Insureds who shall be named on Tenant's policies shall include the Landlord,Brookfield
Property REIT Inc.,Brookfield Properties Retail Inc.,BPR REIT Services LLC,and such other entities provided by
Shopping Center Management,any own -or eeexpau any
joint venutrer or partner of Landlord,and any mortgagee or benefiLiary of any part of the Shopping Center
owned by Landlord
(f) Notwithstanding anything in this Lease to the contrary,
Tenant waives, and shall cause its insurance carrier(s) and any
other party claiming through or under such carrier(a) , by way of
subrogation or otherwise, to waive any and all rights of
recovery, claim, action or causes of action against all Landlord
Parties for any loan or damage to Tenant's business, any loss of
use of the Leased Premises, and any loss, theft or damage to
Tenant's Property (including Tenant's automobiles or the
contents thereof) , INCLUDING ALL RIOTS (BY WAY OF SOHROGATION
OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION
ARISING OUT OF THE NEGLIGENCE OF ANY LANDLORD PARTY, which loss
or damage its (or would have been, had the insurance required by
this Lease been maintained) covered by insurance. In addition,
Landlord waives, and shall cause its insurance carrier(a) and
Is
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DoruSaan Envelops ID 9eFr9254-8DT7J479E-WA8�FFDS4BD77Ft9
any other party claiming through or under such carrier(s) , by
way of subrogation or otherwise, to waive any and all rights of
recovery, claim, action or causes of action against Tenant for
any loss of or damage to or loss of use of the Shopping Center,
any additions or improvements to the Shopping Center, or any
contents thereof, INCLUDING ALL RIGHTS (BY WAY OF SUBROGATION OR
OTHERWISE) OF RECOVERY, CLAIM, ACTIONS OR CAUSES OF
ACTIONARISING OUT OF THE NEGLIGENCE OF TENANT, which loss or
damage is (or would have been, had the insurance required by
this Lease been maintained) covered by insurance.
ARTICLE 20-I ndemnification
Excluding the willful misconduct or gross negligence of the indemnitee,Tenant shall indemnify,
defend and save harmless Landlord,its parents,partners,subsidianes,affiliates and any anchor,owner or operator
which is or may be in the Shopping Center,their agents,ofticen and employees from and against liability,claims,
demands.expenses,fees.fins,penalties,suits,prtuodings,actions,and causes of action arising out of or
connected with Tennnt's use,occupancy,management or control of the Leased Premises or Tenant's operations or
activities in the Shopping Center(whether or not occurring or resulting in damage or injury within the Leased
Premises or the Joint Use Mme).This obligation to indemnify shall include reasonable legal and investigation cow
and all other reasonable costs,expense and liabilities from the I s1 notice that any claim or demand is or may be
cnida. Tenant's obligation shall become effective beginning on etre date Tenant is delivered the Leased Premises.
Tenant's Indemnification obligation shall survive the expiration of the Tam or the earlier termination of this Lease
ARTICLE 21 Assiesment,Subletnae and Ownenhia
(a) Tenant acknowledges that its agreement to operate in the Leased Premises for the use permitted in the
Reference Provisions for the Term was a primary inducement and precondition to Landlord's agreement to lean the
Lensed Premises to Tenant. Additionally,the parties agree that the successful commercial profitability of the
Shopping Center is based on the appropriate mix of retail and noruetail activity and that Landlord has leased tic
L aiised Premises to Tenant because,in Landlord's opinion,Tenant's presence and commercial activity during the
Term will significantly contribute to the profitability,viability and success of the Shopping Center. Accordingly,
Tenant shall not transfer,assign,sublet,enter into license or concession agreements,change ownership or
hypothecate this Lease or Tenant's interest in and to the Leased Premises in whole or in part,or otherwise permit
occupancy of all or any pan of the Leased Premises by anyone with,duougb or under it Any of these am shill be
considered a"transfer"for the purposes of ARTICLE 21. Any attempt at a transfer shall be null and void and confer
no rights upon a 3rd penton. These prohibitions shall be constituted to refer to events occurring by operation of law,
legal process,receivership,bankruptcy or otherwise. Notwithstanding my permitted transfer,the Leased Premises
shall he used and operated as a single store.
Notwithstanding the foregoing,and without conferring any rights upon Tenant,Tenant shall subunit the request for u
transfer,in writing,with sufficient time and information for Landlord to make an infortned decision regarding the
qualifications of the proposed transferee. to any event,Landlord may upon receipt of a request to transfer,instead
of consenting to or denying the proposed transfer,terminate Tenant's obligations under the Lease and regain
possession of the Leased Premises Tenant may,within 15 days of receipt of the notice of termination,withdraw its
request for the transfer by written notice to Landlord,and continue in possession under the terms of the Lease
Landlord's right to terminate the Lease because of that request shall in that event be inoperable- If Landlord
exercises its termination right,Tenant shall surrender possession of the leased Premises on the termination date
specified in Landlord's notice,which shall not be less than 90 nor more than 180 days of receipt of the notice of
termination in accordance with the provisions of this[.ease
(b) landlord's consent to a transfer shall not constitute a waiver of landlord's right not to consent to a
subsequent transfer. The receipt of rental or additional rental from any party other that Tenant shall not be deemed
to be a consent to a transfer,nor shall that receipt relieve Tenant of its obligation to pay rental or additional rental for
the Term Tenant shall not have a claim and waives the right to any claim against landlord for damages because of
the refusal,withholding or delaying by Landlord of consent. Tenant's only remedies shad be an action for specific
perfornumce or an injunction to anforce a consent requirement-
(c) Eacb transfer to which Landlord has consentod shall be in writing,in a form satisfactory to Landlord and
executed by the transferor and transferee. The transferee shall agree,in writing,to assume,be bound by and
perform the covenants and conditions of this Lease Tenant shall deliver to Landlord a statement within 30 days
after the end of each calendar year,and within 30 days after the expiration of earlier termination of the Term,
specifying each transfer in effect during the period covered by the statement,as well as:(a)the date of the transfer
docume nes execution and delivery;(b)the square footage of the rentable area demised and the term;and(c)a
computation in reasonable detail showing the amounts,if any,paid and payable by Tenant to Landlord for the
transfer pursuant to this subsection- Tenant shall not be released from liability or relieved of is obligations,unless
Landlord expressly agrees otherwise in writing. If the Minimum Annual Rental,Percentage Rental,additional rental
or other payment to be paid to Tenant from a transfer exceeds the rental and additional rental Tenant is required to
pay landlord under this Lease,then Tenant shall pay to Landlord 50$ of the a 6re-amoum of the excess,
without prior demand,which shall be deernod additional rental
IA
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(d1 If Tenant(or a guarantor of the Lease)is a nonpublic corporation and the control of the corporation
changes,Tenant shall notify Landlord, if the control changes(whether or not Tenant has notified Landlord),
Iendlord may declare the change to be a default,effective 60 Clays from the date of the notice from Tenant.or the
date on which Landlord first has knowledge of the change,whichever occurs first The provisions of the preceduug
sentence shall not he applicable rf conrmt of the corporation changes as the resuh tire public offering which occurs
on a major security exchange. If Tenant(or a guarantor of the Eerie)is a partnership or entity other than a
corporation(including,but not limited to,a sole proprietorship)and if the control changes(if Tenant is a
partnership,a Mange shall include,but not be limited to,the withdrawal of a partner or partners from the partnership
or rhe dissolution of tbe partnership),Tenant shall notify Landlord. If the control changes(whether or tut Tenant
has notified Landlord),Landlord may declare the change a default,effective 60 days from the date of the notice
from Tenant,or the date on which Landlord first has knowledge of the change,whichever occas first, The receipt
by Landlord of rental from a party other than Tenant shall not be deemed notice of change in control or ownership of
Tenant.
(e) Tenant agrees to pay Landlord 5400Mama!Re alto reimburse
Landlord for attorneys'fees and administrative expense for the review,processing or preparation of any document in
connection with a transfer,whether or noo Landlord's consent to the transfer is required or obtained.
(f) If Landlord is not permitted to terminate this Lease because of the provisions of Title I I of the United
States Cade relating to Bankruptcy,as amended("Bankruptcy Code"),Tenant agrem as a debtor in possession or
any trustee for Tenant,within 15 days after Landlord's request to the Bankruptcy Corot,to assume or reject this
Lease. Tenant,on behalf of itself and any trustee,agrees not to seek or request an extension or adjournment of thr
application to assume or reject this Lease. In no event after the assumption of this Lease shall an existing default
remain uncured for a period more than the earlier of 10 days or the time period specified in this Lease. If a tiling of
a petition under the Bankruptcy Cock occurs,Landlord shall not have an obligation to provide Tenant with service
or utilities unless Tenant has paid and is current in all payments of rental and additional rental.
(g) hta a Fraa+kr
slattfeo;bd le c. r+
rhe#igt,O5r 4Laatal endliffeemage Rental payable by Tenon!duAng amy
prewousyear Notwithstanding anything in this Article 21 to the
contrary, Tenant may assign its interest in this Lease or
sublease the Leased Premises (each a "Permitted Transfer") to a
Permitted Transferee (defined below) without Landlord's prior
written consent, provided that: (a) Tenant gives Landlord a
written notice of any Permitted Transfer not later than thirty
(30) days after the effective date of such Permitted Transfer,
together with current financial statements of Tenant and of the
Permitted Transferee; (b) no Event of Default exists under this
Lease beyond the expiration of any applicable notice and cure
periods; (c) with respect to a Permitted Transfer involving an
assignment of this Lease, the Permitted Transferee assumes this
Lease by a written assumption agreement a draft of which has
been delivered to Landlord with the notice set forth in (a)
above; (d) the Permitted Transferee shall use the Leased
Premises only for the Permitted Use; (a) the occurrence of a
Permitted Transfer shall not waive Landlord's rights as to any
subsequent Transfer (if any) ; (f) Tenant shall not be released
from any liability under this Lease (whether past, present or
future) by reason of such Permitted Transfer; and (h) Tenant
delivers copies of all of the executed documentation related to
the assignment or sublease within thirty (30) days after the
effective date of such Permitted Transfer. As used herein,
"Permitted Transferee" shall mean: (1) a parent or an affiliate
of Tenant; (2) an entity resulting from the merger,
consolidation or amalgamation of Tenant with a third party; (3)
an entity purchasing all or substantially all of the assets of
Tenant. For purposes hereof, a Permitted Transfer shall also
include the transfer (whether direct or indirect) of all or a
majority of the capital stock in a corporate Tenant or the
merger, consolidation or reorganization of such Tenant and the
transfer of all or any general partnership interests in the
event Tenant is partnership or the transfer of any member or
manager interests in the event Tenant is a limited liability
company so long as each of the provisions of clauses (a) , (b) ,
(d) , (e) , and (f) above are satisfied.
All of the other obligations,covenants and conditions shall remain unamended
17
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ARTICLE.22-Access to Leased Premises
Tenant agrees that Landlord,its agents,employees,servants or any person authorized by Landlord,may enter the
Leased Premises upon prior notice to Tenant and at any time for
emergencies, perceived emergencies, or if not practical under
the circumstances to:(a)inspect its condition;(b)make repairs,additions or improvements to any part
of the Shopping Center,including the Leased Premises;(c)exhibit the Leased Premises to prospective purchasers of
the Shopping Center,(d)place notices during the last 60 days of the Term in the Leased Premises at such places as
may be determined by Landlord;(e)perform construction on or new the Leased Premises;and(f)post notices of
non-responsibility.
ARTICLE 23-Default by Tenant
(a) The following shall be a default by Tenant:
(i) The failure to pay when due an installment of rental,or any other payment required to be made in
whole or in part,if the failure shall continue for more than 10 days after written notice that same is past
due,provided that any such notice given by landlord shall be in lieu of,and not in addition to,any notice
required try state law;and/or
(u) The abandonment or vacation of the Leased Premises or any pan of it;and'or
(iii) The failure to observe or perform any other provision of this Lease,if the failure continues for
7830 days after written notice to Tenant;if the default canna reasonably be cured within 1430 days.
Tenant shall not he in default if Tennant begins to cure the default within 3830 days and diligently cures die
default:and/or
(iv) The making by Tenant of s general assignment for the benefit of creditors;tete filing by or against
Tenant of a petition to have Tenant adjudged a bankrupt,or of a petition for reorganization or arrangement
under any law relating to bankruptcy(unless a petition fila(against Tenant is dismissed within 60 days);
the appointment of a trustc+e or receiver to take possession of substantially all of Tenant's assets located at
the Leased Premises or of Tenant's interest in this Lease if possession is not restared to Tenant within 30
days;or the attachment,execution or other judicial seizure of substantially all of Tenant's assets located at
the Leased Premises,or of Ternant's interest in this Lease,tribe seizure is not discharged within 30 days;
and'or
(v) The failure more than twice within a 12 tooth period to make any timely payment oriental,
provided Landlord has given Tenant the reyuirod written notices in each case. The 3rd failure shell be a
nom-curable default
(b) In addition to any oilier remedies available to Landlord at law or in equity for default.Landlord shall have
the immediate option to terminate this Lease and the rights of Tenant by written notice to Tenant. If Landlord elects
to terminate,landlord shall have du right to recover from Tenant as damages;
(i) The worth at the time of the award of any unpaid rental which has been earned at the time of
lamination;and
(ii) The worth at the time of the award of the amount by which the unpaid rental which would have
been carried after termination until the time of award exceeds the amount of rental loss Tenant proves could
have been reasonably avoided;end
liii) The worth at the time of award of the atrm mt by which the unpaid rental for the balance of the
Term after the time of award exceeds the amount of rental loss Tenant proves could be reasonably avoided,
and
(iv) Any other amount necessary to compensate Landlord for the detriment proximately caused by
Tenant's failure to perform its obligations(including the costs and expenses of recovering the Leased
Prernises and reasonable artomeys'fees)or which would be likely to ramlt from Tenant's failure, but
excluding any indirect or consequential datoages:and
(v) At landlord's election,other amounts permitted by applicable law.
(c) The ward"rental"shall mean the Minimum Annual Rental and all other sums required to be paid by Tenant
under this Lcasc. The word"award"means a judgment issued or rendered in favor of landlord in a proceeding or
action to recover damages from Tenant. The phrase"at the time of the award"means the date of entry of such a
judgment All smuts,other than Minimum Annual Rental,shall be computed based on the average monthly amount
accruing dining the 24 month period preceding the default However,if it becomes necessary to compute die rental
before the 24 month period has occurred,the rental shall be computed on the basis of the average monthly amount
accruing during that shorter penod. As used in paragraphs(i)and(ii)above,the"worth at the time of the award"is
computed by allowing interest at the lnterest Rate As used in paragraph(iii)above,the"worth at the time of the
award"is computed by discounting that amount at the:dixount rate of the Federal Reserve Rank of Chicago,at the
time of award,plus 1%. In otter to determine the amount%payable under ARTICLE 23,Percentage Rental shall be
included as additional rental and determined based on the average annual Net Sales for the 36 months(or,if Tenant
is
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has been operating in the Leased Premises less than 36 months,on the average Net Sales for the 12 month period)
]needing the termination of Tenants right to possession of the Leased Premises.
(d) Landlord shall also have the right if Tenant defaults under this Lease to terminate Tenant's right to
possession of the Leased Premises(without terminating this Lease)and rventer the Leased Premises and remove all
persons and property from the Leased Premises. The property may be stated at Tenant's cost. Landlord shall not be
liable to Tenant for loss or damage resulting from an entry by Landlord Tenant shall pay as additional rental,upon
demand,expenses incurred or paid by Landlord because of Landlords entry. If 2 or more or any combination of
individuals,corporations,partnerships or other business associations("Individuals')sign this Lease as Tenant or
guarantee this Lease as Guarantors,the liability of each individual group to pay rental and perform the obligations
under this Lease shall be joint and several Tbe failure orrefusal by Landlord to procced against all the(or any
combination of the)Individuals comprising Tenant or against Tenant or against 1 or more of the Guarantors shall
not be a release or waiver of rights which Landlord may possess against the others,nor shall the granting by
Landlord of a release of or execution ore covenant not to sue any I or more of the(or any combination of tbe)
individuals comprising the Tenant or the Guarantors be a release or waiver in whole or in part of rights which
Landlord may possess against to otters. If either party institutes legal suit or action for enforcement of an
obligation,Landlord may determine the venue. Landlord shall not be in default unless and until landlord shall have
failed to perform its obligations wider this Lease for 30 days(or within such additional time as is reasonably
required)after written notice to Landlord properly specifying Landlord's failure to perform the obligations.
Landlord shall not be in default until and unless a court of competent jurisdiction has doxerminel that landlord is in
default- To the extent permitted by applicable law,Tenant waives notice of reentry(or institution of legal
proceedings),including the right to receive notice pursuant to any statute orjudicial decision of law.
Notwithstanding anything to the contrary contained in ARTICLE 23,any written notice,other than as specifically
set forth in this ARTICLE 23,required by a statute or law enacted now or later is waived by Tenant,to the extent
permitted under that statute or law.
(e) if all or any pan of the I Premises are vacated or abandoned by Tenam or if Landlord elects to
reenter or take possession of the Leased Premises pursuant to legal proceedings or notice,and if Landlord does not
elect to terminate this[,ease,then Landlord may from time to time,without terminating this Lease,either recover
rental as it becomes due or rely the Leased Promises or any part or it for any length of time,natal and conditions
that Landlord in its sole discretion de ctrts advisable. Landlord shall have the right to make alterations and repairs to
the!.eased Premises. If Tenant has left all or any of its trade fixtures,furniture,furnishings,signs,stock or other
personal property in the Leased Premises,that shall not preclude a determination that a vacation or abandonment has
occurred
(f) 1(landlord elects to refer,rental received by Landlord from reletting shall be applied:1st,to the payment
of indebtedness other than rental due Landlord from Tenam;2nd,to(be payment of doe cost of reletting;3rd,to the
payment of the cost of alterations and repairs to the Leased Premises;4th,to the payment of renal due and unpaid;
and the remainder,if any,shall be applied to the payment of future rental that may become due. If the rental
received from reletting during any month which is applied to the payment of rental is less duan the rental payment
during that month by Tenant,Tenant shall pay the deficiency to Landlord. The deficiency shall be calculated and
paid monthly. Tenant shall also pay Landlord,as soon as ascertained,the costs and expenses incurred by landlord
to relet or make alterations and repairs not covered by the rental received from the referring of the Leased Premises.
(g) A reentry or taking possession of the Leased Premises by Landlord shall not be construed to be an election
to terminate this Lease,nor shall it cause a forfeiture of renal remaining to be paid during the balance of the Term.
unless it written notice of that intention is given to Tenant or the termination is decreed by a awn of competent
jurisdiction. Notwithstanding a relating without termination by Landlord because of defauh by Tc nmL Landlord
may at any time after reletting elect to terminate this Lease for any default
(h) Tenant expressly waives any right or defense it may have to claim a merger,and neither the
commencement of an action or proceeding not the settlement of,or entering ofjudgment for any action or
proceeding shall bar Landlord from bringing subsequent actions or proceedings based upon other or subsequently
accruing claims,or based upon claims or events which have previously accrued and not been resolved in any prior
action,proceeding or settlement. The parties waive trial by jury in any action,proceeding or counterclaim brought
by either of the parties against the other,regardless of whether such action,proceeding of counterclaim is related to
a default under this Lease.
ARTICLE 24-Surrender of Leased Premises
Tenant shall,upon expiration of the Term,or the earlier termination of this Lease,surrender to I arallord,widxww
damage,injury,disturbance or payment,reasonable Wear and tear and damage by
casualty excepted, the Used Premises including,without limitation,all appasawa equiArnaou.
aherado ns.improvements and additions by either party to,in,upon or about the Leased Premises. IfTaii-si shall he
to defaal:Tamm-*tail pr«psny: Tbey shall
remain or become,as the case tray be,the property of Landlord Tenant,at its sole expense,shall immediately
repair damage to the Leased Premises caused by Tenant vaunting the[eased Premises or by Tcnaues removal of
trade fixtures,signs and other personal property. Tenant shall comply with all laws and govemmcntal regulations
applicable to the removal and repair of the property. Tenant shall not create a disturbance or be lith problem for
customers,agents,invitees or other parties in the Shopping Center as result of to removal or repair. Any property
not removed may be deemed by Landlord to be abandoned by Tenant and may be retained by Landlord or may be
removed and stored for Tenant,at Tenant's sole cost. Tenant shall surrender the!.eased Premises to Landloml trot
of Hazardous Material and fire of any violation of wry cnvircnmenLai rule or rcfulation Caused or
permitted by Tenant or any agent, officer or employee of Tenant
or anyone acting on behalf of Tenant Li n�uusende±raif tar t:�.a�u
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SEal7FFOwider
Haeardous Matemiz Tenant's obligation to otxcrvc and perform the provisions of this ARTICLE 24 shall survive
the expiration of the Tenn or earlier termination of this Lease.
ARTICLE I$-Tenant's Conduct of Ru%inas
(a) Tenant covenants to continuously and uninterruptedly operate within the entire Leased Premises the
business it is permitted to operate under Reference Provision 1.03,except any portion of the Leased Premises while
that portion is untenantable because of fire or other casualty. Tenant agrees in conduct its business at all times in a
first-class manner consistent with reputable business standards and practices,and to maintain within the Leased
Premises a stock of merchandise and trade fixtures adequate to service and supply the usual demands of its
customers. Tenant shall keep the Leased Premises in a neat,safe,clean and orderly condition. Tenant also agrees to
conduct Tenant's business under the Trade Name set forth in the Reference Provisions,which Tenant represents that
it has a right to use. Tennant further agrees to keep open the Leased Premises and operate its business at the hours
and on the days and evenings of thio week determined from time to time by Tenant in its
reasonable business discretion and approved by Landlord in Landlord's cele end
&644oereasonablediscetion; provided, however, that for the first 90
bays after the Rental Commencement Date, Tenant shall be
permitted to open at 5 PK A vacation or abandonment of other premises by any other tenant,
occupant or anchor in the Shopping Center shall not release Team from its obligations wader this/eau:,
notwithstanding anything to the contraty contained in this tease.Notwithstanding anything to
the contrary in this Lease, at any time after the first two and
one half (2 19) years of operations, Tenant shall have the right
to cease operations in the Leased Premises for a reasonable
period if the sante is necessary in connection with a remodeling,
or in connection with an assignment or subletting of the Leased
Premises, provided that in no event shall such period of closure
exceed 90 days. Further, Tenant shall have the right to cease
operations in the Leased Premises for such reasonable periods of
time as may be necessary in connection with any repairs or
following a casualty as further provided in Article 18. Further,
Tenant shall not be obligated to operate on Christmas or Easter,
for staff training not to exceed 4 times per year, and private
events requiring full shut down not to exceed 36 tinea per year.
In addition, Tenant shall be allowed to use commercially
reasonable business judgment to adjust hours based on traffic to
the Leased Premises and Shopping Center so long as approved by
Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed.
If Tenant shall request Landlord's approval to open the Leased Premises for business for periods other than as set
forth above and Landlord shall approve such request(which approval shall be in Landlord's seleand
a1+sAlutertaasonable discretion),Tenant shall pay for any additional costs incurred by Landlord in connection
with such extended hours,including but not limited to the cost of se unity,heating,ventilating and air-conditioning
the Leased Premises and the Joint Use Areas required in order in access the teased Premises,and any extra
maintenance and/or repair to the Joint Use Areas required as a result of such extended operating period
Additionally,Tenant shall be responsible for any such extraordinary additional maintenance.security or other cosh
which we incurred by landlord as a result of Tenant's use of the Leased Premises during normal operating hour,
(b) The parties agree that because of the difficulty or impossibility of determining Landlord's damages,it
Tenant fails to keep open the Leased Premises and operate its business during the hours and an the days and
evenings of the week detArmised-by-EarAW-Fdrequired by this Lease,in addition to and riot in lieu
of Landlord's other rights and remedies,Tenant shall pay Landlord liquidated damages of S100130 per hour or
fraction of the her,as the case maybe,that Tenant fails to keep open and operate the Leased Premises and operate
its business. Landlord and Tenant agree that this amount represents a reasonable estimate of the damages that
Landlord would suffer
ARTICLE 26-Rules and Rto talions
Tenant shall require its employees,agents and contractors to comply with the Hiles and regulations uniformly
applied to all tenants and made by L.andbrd from time to time regarding the operation of the
Shopping Center or the Leased Premises including,but end limited to,the following:
(a) Tenant alma!]riot put on the glass and supports of the windows(nor within 24 inches of any window),doors
En exterior walls of the Leased Itemises any signs,advertising ptacards,tames,insignia,,trademarks or descriptive
maerialunless approved in advance by Landlord, which approval shall
not be unreasonably withheld, conditioned or delayed Nosignsorother
items shall be placed within the teased Remises if Oi y materially obstruct a view of the L erased Premises. Tenant
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shall not place vents,structures,improvements or obstructions on the exterior of the Leased Premrsta without
Landlord'swrittenconsent IandlapA aLlkavethe rOi without giving �t t witlscwNiabilNy k+
restefe t ramovt-the-tAmed ee{eF-lesatien;
eepy;�awreawd displayyuaist ra+vRting The cost of the restoration
and removal of property shall be paid for by Tenant promptly upon receipt of a bill. Tenant shall not place a sign on
the roof of the leased Premises notwithstanding anything in this Lease to the contrary
(b) No awning or other pmt caRxns shall be attached to the outside walls of the(.eased Premises or the
Shopping Center without the written consent of Landlorrd, which consent shall not be
unreasonably withheld, conditioned or delayed
(c) Loading and unloading of goods shall be done only at the times,in the areas and through the entrances
designated by Landlord.
(d) Garbage%ball be kept in the kind of container approved by Landlord's fm and casualty consultants and
shall be ranovel and deposited daily in mass disposal contains in the manner prem--nibed from time to time by
Landlord. Landlord shall provide or designate a service for collection of garbage from designated mass disposal
containers.
(e) Except solely for Tenant's own internal operations use within the Lewd Premises,no radio or television
serials or other receivers and/or equipment,infrared trancmittenheceivers,tabling,telecommunications systems
(including but not limited tri switching,relay,hub or booster systems)shall be erected or placed within the Leased
Premises or on the roof or walls(interior or exterior)of the Leased Premises or the Shopping Center without the
written consent of landlord,which may be withheld in Landlord's ole discretion. If Landlords consent is not
received,anything erected or placed on the roof or elsewhere within the Shopping Center may be removed,without
noacer and any damage to the walls or roof or elsewhere within the Shopping Center shall be to responsibility of
Tenant. Tenant's access to the roof is limited to the maintenance of equipment installed with Landlord's approval
and inspections for damage. Tenant shall not go on the roof without the written approval of Landlord,
(i) No loudspeakers,televisions,phonographs,radios,flashing lights,machinery or other devices shall be
heard or seerr outside of the Leased Premises without the prior written consent of Landlord.Subject to Landlord's
approval of Tenant's plans and specifications,Tenant may install one or more video monitors;in the Leased
Premises that are visible from the Joint Use Area provided the sole purpose of such video monitors is the promotion
of merchandise offeed for sale in the Leased Premises and not for general advertising purposes.Sound from the
video monitors may not emanate into the Joint Use Area and content displayed may not be unreasonably offensive
to patina s of the Shopping Center. Landlord will have the right to revoke its approval and require Tenant to remove
such video monitors on 2 days'pnor notice if sound or content emanating from Tortoni's video morritona is offensive
in Landlord's aolereasonable discretion
(g) No auction,fire,bankruptcy or wiling-out sales shall be conducted without the written consent of
landlord.
(h) Tenant shall keep its display windows and signs illuminated every day of the Term during the hours
required by this Lease
(i) Arias immediately adjoining the Leased Premises shall be kept clear by Tenant,and Tenant shall not place
nee permit obstructions,garbage,reftise,improvements,merchandise or displays in those areas.
(j) Tenant and its employees shall not park motor vehicles in parts ofthe.parking area which may be
designated for customer parking. Tenant shall furnish Landlord the state automobile license numbers assigned to the
vehicles of Tenant's employees within 5 days after request by landlord. Tenant shall notify landlord of-changes to
the numbers within 5 days after the changes occur. If Tennot or Tenant's employees continue to park in the
customer parking areas,after notice is given to Tenant by Landlord,Landlord may,in addition to any other remedies
Landlord may have,charge Tenant S25 per day,for each day or partial day,per vehicle parked in the customer
parking areas,attach violation stickers or notice to the vehicles and have the vehicles removed at Tenant's expense.
(k) Tenant shall use the pest extermination contractor reasonably approved by
Landlord, at commercially reasonable frequencies chosen by
Tenantihm-lam mPord-rnayehooso,and when Landlord requires Tenant to do so. Terism shall not keep or permit
any animals in the Leased Premises,unless expressly allowed by in this Lease,or unless used by disabled persons.
(1) If landlord installs a central music system in the Shopping Center,and Tenant deserts to purchase another
music system,Tenant may,at Landtord s option,purchase the ryatem from Landlord(provided Landlords charge is
competitive with any similar service available to Tenant)
(m) Tenant slurll not carry on any trade or occupation or operatc.any instrument,apparatus or equipment which
emits uta Commercially unreasonable odor or causes a noise outside the Leased Premises or
which isoffensivc, understanding the normal operation of a restaurant
will likely cause some amounts of sound and customary food odors
to be detectable outside the Leased Premises. Tenant shall be in
violation of this provision in the event such odors are
discernible outside the Leased Premises and Landlord receives at
least 3 bona fide complaints in one month from third parties,
including other tenants.
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(n) Tenant Shall not put tem)xtrery signs or futures(including portable trade fixtures,displays and folding
tables)for the display of merchandise within 3 feet of eitber side of any entrance to the Leased premises.
Merchandise display%shall no extend beyond the frottage line of the Leased Premises.
(0I Tenant shall store and stock in the Leased Premises only goods,wares,merchandise and other property
necessary for the conduct of Tenant's business
(p) 7enant shall not use or permit the Leased Premises to be used for living,sleeping,residential or lodging
purposes
(q) Tenant shall not use the plumbing for a purpose other than that for which it is constructed. No grease or
foreign substance shall be put in the plumbing,and the expense of any resulting breakage,stoppage or damage
(whether on or off the Leased Premises)shall be bombe by Tenant.
(r) Tenant shall not in the Joint Use Areas
(i) vend,peddle or solicit orders for sale or distribution of any merchandise,device,service,
periodical,brook,pamphlet or other matter,
(ii) exhibit any sign,placard,banner,notice or other written material.
(iii) distribute any circular,booklet,handbill,placard or other material:
(iv) solicit membership in any organization,group car associaticm or contribution,
(v) parade,patrol,picket,demonstrate or engage in conduct that might interfere with or impede the
use of the Joint Use Areas by any customer,invitee or employee,create a disturbance,attract attention or
harass,annoy,disparage or he detrimental to the interest of any of the other tenants;
(vi) use the Joint Use Areas for any purpose when none of the retail establishments within the
shopping Center are opal for business;
(vii) panhandle.beg or solicit funds;nor
(viii) solicit business.
(s) Tenant stall have the responsibility for protecting the Leased Premises from theft,robbery and pilferage.
and shall keep non-customer doors locked
(t) No symbol,design,name,mark or insignia adopted flu or used by Landlord in the shopping Center shall
be used by Tenant without the prior written consent of Landlord, which Consent shall not be
unreasonably withhold, conditioned or delayed
(u) In the event Tenant requires the use of telecommunication,high-speed network or data transmission
services from the Leased Premises,Landlord may require Tenant to contract for such services through Landlord or
one of Landlord's designated service providers,provided that the cost thereof is comparable to that available to
Tenant from another provider,giver a comparable level and quality of service and equipment. Landlord's liability
relative to such services shall be the same as that for provision of utilities as set forth in Article 16(g).
Landlord shall have all remedies provided in this Lease for the breach of any of the provisions of ARTICLE 26.
Tenant agrees to pay landlord,upon demand,in addition to and not in fieu of Landlord's other remedies,$70 per
violation of any of de rules and regulations. Landlord shall have the right to grant variances of the rules and
regulations,and shall enforce the rules and regulations at its sole discretion.
ARTICLE 27-Eminent Domain
(a) I f the entire Leased Premises is appropriated or taken under eminent domain by any public or quasi-public
authority,this Lease shall terminate on the date of the taking. Landlord and Tenant shall be released from liability
accruing after that date. If more than 25%of the square foomge of floor area(including a mezzanine,if any)of the
L.cased Premises, or any area crucial to Tenant's operations in the
Leased Premises (a.9. the kitchen) , is taken under eminent domain by any public or
quasi-public authority,or if because of the appropriation or taking`regardless of the amount taken,the remainder of
the Leased Premises is not usable for the purposes specified in Reference Provision 1.03,either Landlord or Tenant
shall have die right to terminate this Lease as of the date Tenant is required to vacate a potion.of the leased
Premises which has been taken,by giving notice to the other in writing within 60 days after the date of the taking.
Landlord and Tenant shall be released from liability acrntipg after that date.
(b) Whether of not this Lease is terminate!,Landlord shall be entitled to the entire award or compensation and
any portion of any compensation awarded for the diminution in value of the leasehold interest or fee of the Leased
Premises,but Tenant's right to receive compensation or damages for Tenant's fixtures and tangible personal property
shall no be affected if this Lease is terminated,renal,additional rental and other charges for the last month of
Tenant's occupancy shall be prorated,and Landlord shall refund to Tenant renal,additional rental at other charges
paid in advance.
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(c) If Landlord and Tenant elect not to terminate this Ixase,Tenant shall remain in the portion of the Leased
Premises which has nut been appropriated or taken. Landlord agrees,at Landlord's cost and expense,to restore the
remaining portion of the leased Premises to the quality and character that existed prior to the appropriation or
taking as soon as reasonably possible. The Minimum Annual Rental shall be adjusted,on an equitable basis,taking
into account the relative value of the portion taken compared to the portion remaining. A voluntary sale or
conveyance in lieu of condemnation,but under threat of condemnation,shall he an appropriation or taking under
eminent domain. Tenant shall not have a claim against Landlord because of a taking.
ARTICLE 28-Attnraevs'Fees
If.during the Term or afterwards,either party tastimtes an action,proceeding or counterclaim against the other
relating to this Lease,or a default,the unsuccessful party shall reimburse the successful party for the total amount of
court costs,expenses and reasonable attomeys'fees actually incurred,the parties waiving any statute,ruk of law or
public policy to the contrary. of"awaft
it-aoaticeei�xfsuklty-I,at�tea�ihaReato»ttnofan-aetieosr
prAceedit>gtaodar�itis l,eaea, +tinatay�s'faewnd
die li uftV MIM rvarr+far�eatien aur paaeeeding+s ofaaw atui
euro—This ARTICLE 28 shall survive the expiration or termination of this Lease.
ARTICLE 29-Sale of teased Premises by Landlord
In the event of the sale or exchange of the Leased Premises of the Shopping Center and the assignment of this Lease,
Landlord shall be relieved of all liability for the covenants and obligations in or derived from this Losse,or ansmg
out of any act,occurrence or omission relating to the Lensed Premises or this Lease. The covenants,representations
and obligations of Landlord shall be binding on Landlord only during the period that landlord has an owmaship
interest in the Shopping Center.
ARTICLE 30-Notica
Notices and demands shall be given in writing and sent by certified trail or by nationally recognized overnight
courser service,addressed to Landlord and to Tenant at the addresses specified in the Reference Provisions or at the
addresses which were last specified by notice by landlord or Tenant_ Notices or dernartels shall he deemod to have
been given,made or communicated on the date they were deposited in the United States mail as certified manor,
with postage fully prepaid or deposited with the nationally recognized overnight c*urier service.
ARTICI,E,1-Remedies
All rights and remedies of Landlord and Tenant under this[.ease or at taw are cumulative,and the exercise of one or
more rights or remedies shall not exclude or waive the right to the encercist of any others. All rights and remedies
may be exercised and enforced concurrently,whenever and as often as desirable
ARTICLE,32-Successorx and Amigas
All eovenants.promises,conditions,representations and agreement%shall be binding upon,apply and'inure to
Landlord and Tenant and their heirs,executors,administrators,xuccmww%and assigns. The provisions of ARTICLE
21 hereof shall not be affected by this ARTICLE 32.
ARTICLE 33-Representations
Tenant agrees that Landkod,its employees and agents have made no representations.inducements or promises about
the Leased Premises,the Shopping Center or this tease.or about the ehsracter s,Mcs or conditions regarding or
pertaining to the[rased Premises or the Shopping Center,unless the representations,inducements and promises are
in this Lease. Tenant has independently ntly investigated the potential for the success of its operations in one Shopping
(.:enter. Therefore,no claim or liability,or cause for termination,shall be asserted by Tenant against Landlord,its
employees and agents,for,and they shall not be liable because of,the breach of any representations,inducements or
promises not expressly in this lease.
Any claim,demand,right or deface by Tenant which is based upon or anses in connection with this Lease or the
negotiation of this lease prior to its execution shall be barred unless Tenant commences an action or interposes a
legal proceeding or defense within 1 year after the date of the inaction_omission or occurrence of the event,or the
action to which the claim,demand right or defense relates.
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ARTICLF 34-114'aiver
The failure by landlord or Tenant to insist upon strict performance by the other of any of the covenants,conditions.
provisions,rules and regulations and agreements in this Lease,or to exercise a right,shall not be a waiver of any
rights or remedies and shall not be a waiver of a subsequent breach or default. A surrender of the Leased Premises
shall not occur by landlord's acceptance of rental or by other means unless Landlord accepts the surrender in
writing. A payment by Tenant or rot ript by Landlord of an amount less than the monthly rental shall not,nor shall
the endorwnwnL statement,check,letter accompanying a check or payment of rental,be an accord and satisfaction.
Landlord may accept a check or payment without prejudice to its right to recover the balance of rental due and
pursue any other remedy. A waiver by landlord for one rerunt shall not constitute a waiver for another tenant
ARTICLE 35-Noldfae Over
if Tenant remains in possession of the Leased Premises after the expiration of the Term without a new lease(even if
Tenant has paid and Landlord has accepted rental).Tenant shall be deemed to be occupying the Leased Premises as
a tenant from month to month,subject to the covenants,conditions and agreements of this lease. The monthly
rental shall be computed basad on 4*di 150$of the full Minimum Annual Rental and additional rental due during
the last 12 month period of the Term(without benefit of any right to pay less rental otherwise set forth in this
Lease). If Tenant fails to surrender the Leased Premises on the termination of this lease,and Landlord
informs Tenant of the execution of a lease or license agreement
with a succeeding tenant, Tenant shall,in addition to other liabilities to Landlord,indemnify,
detend and hold Landlord harmless from loss and liability resulting from that failure including,but not limited to,
claims made by a succeeding toaiant. The exercise of landlord's rights shall not be interpreted to allow Tenant to
continue in possession,not shall it be deemed an election to extend the Term beyond a month-to-month basis- If
Landlord,in its sole discretion,determines to permit Tenant to remain in the Leased Premises on a month-to-month
basis,the mnmth-to-month tenancy shall be terminable on 30 days prior written ricitice given by either party to the
other party.
ARTICLE;36-Interpretation
Only the relanonship of tandlord and Tenant is created by this lease. No provision of this lease or act of either
parry shall he construed to create the relationship of principal and agent,partnership,or joint venture or enterprise
ARTICLE 37-Adverdsint and Promotional Service
As part of Operating Expenses,Landlord may furnish and maintain professional advertising,marketing and sales
promotions which arc intended to promote the Strapping Center and/or benefit sales therein. Such advertising and
promotion services tray be provided in whole or in part by a 3rd party provider or by Landlord or by an affiliate,
subsidiary tx other related company of Landlord. The nature and extent of such advertising and sales promotion
services shall be within Landlord's sole and absolute discretion,and the portion of Minimum Annual Rental and/or
Operating Expenses Payment used by Landlord for such advertising and wales promotion services as set forth in
Article 17 shall constitute the entire obligation of Tenant to contribute to the cost of such services. Tenantshallpay
the edvertwing and-pro notienaLaetiwtiae rA�
ARTICLE 38-Oaiet Eniovment
landlord has the right,power and authority to enter into this Lease Tenant,or any permitted assignee or sublessn
of Tenant,upon the payment of the rental and performance of Tenant's other covenants,shall and may pcaceabh,
and quietly have,hold and enjoy the Leased Promises during the Term. This covenant shall be construed as it
covenant running with the land it shall not he construed as a personal covenant of landlord.
ARTICLE 39-Waiver of Redemption
Tenant waives any right of rodemption if Tenant is evicted or dispossessed for any cause,or if landlord obtains
possession of the Leased Premises because of the default of Tenant or otherwise. The rights given to landlord are
in addition to rights that may be given to landlord by statute or otherwise.
ARTICLE 40-Fees
Tenant warrants and represents that it has not had negotiations with or dealt with a realtur,broker or agent in
connection with this Lease, except for Tenant'a Broker. Tenant agrees to pay and hold
Landlord harmless from the cost,expense or liability(including the assts of suit and reasonable attorneys'fees)lot
24
Dircamie G—k 0.kb wok Cmur_2 0
2?UR02):NBT
compensation,commissions or charges claimed by a tealxx,broker or agent regarding this Lcax, except
for Tenant's Broker,
ARTICLF 41-Tenant's Prone
Except for the willful misconduct of Landlord,its agents or employer-%,Landlord,its agents and employees shall not
be liable,and Tenant waives all claims,for damage to persons,property and Tenant's business sustained by Tenant
(tor anyone claiming through Tenant)located on the I.easa)Premises Property kept m stcrred on the Ixased
Premises shall be kept or stored at the sole risk of Tenant,and Tenant shall indemnify,defend and hold Landlord
harmless from any claims arising out of damage to the same or damage to Tenant's business,including subrogation
claims by TeramPs insuranct carrier.
ARTICLF 42-Less Status
Within 10 days of Landlord's written request,Tenant shall without charge execute,acknowkdge and deliver to
Landlord an instrument required under this Lease or an instrument prepared by Landlord containing the Rental
Commencement Date and Expiration Date of this Leasc,and if true,that(a)this Lease is a true copy of the Lease
between the patties,(b)there are no amendments(err stating the amendments),(c)the Lease is in full force and
effect and that,to the best of Tenant's knowledge,there are no offsets,defenses or counterclaims of rental or in the
performance of the other covenants and conditions to be performed by Tenant,(d)no default has been declared by
either party anti that'tenant has no knowledge of any facts err circumstances which it believes would constitute a
default by either party and(c)any other matters reasonably requested by Landlord. Tenant shall remain liable to
Landlord for damages sustained by Landlord because of the failure by Tenant to execute,acknowledge and deliver
the instrument The failure of Tenant to exti ute.acknowledge and deliver the instnunent shall bean
acknowledgment by Tenant that the statements contained in the instnunent are correct. Anyone transacting with
Landlord shall have the right to rely on the accuracy of the statements contained in the instrument,whether it is
signed by Tenant or de'eencd acknowledged by Tenant pursuant to this ARTICLE 42.
ARTICLE 43-Recordine
Tenant shall not record this lease,a memorandum."short form"or other reference to this Lease,without the wnnm
consent of Landlord
ARTICLE 41-Furca Maieure
If either party is delayed,hindered or prevented from the performance of ao obligation because of strikes,lockouts,
labor troubles,the inability to procure materials,power failure,restrictive governmental orders,mandates,laws,
regulations,or impositions of quarantine relating to events such as epidemics or pandemics that affect the area the
Shopping Center is in,riots,insurrection,war or another reason not the fault of the party delayed,but not including
financial inability,the performance shall be excused for the period of delay. Tle period for the performance shall
also be extended for a period equal to the period of delay. Tenant shall not be excused fi=the prompt payment of
rental,additional rental or other payments. It shall be a condition of Tenant's right to claim an extension that Tenant
notify Landlord,in writing,within 10 days after the occurrence of the cause,specifying the nature of the cause and
the period of time necessary for performance.
Notwithstanding the foregoing, if either party is delayed,
hindered or prevented from the performance of an obligation
because of strikes, lockouts, labor troubles, inability to
procure materials, power failure, restrictive governmental
orders, mandates, laws, regulations, or impositions of
quarantine relating to events such as epidemics or pandemics
that affect the area the Shopping Center is in (collectively,
"Pandemic") riots, insurrection, war or another reason not the
fault of the party delayed, but not including financial
inability, the performance shall be excused for the period of
delay. The period for the performance shall also be extended for
a period equal the period of delay. Tenant shall not be excused
from the prompt payment of rental, additional rental or other
payments: provided, however, during the first twenty-four (24)
calendar months after the Rent Commencement Date, in the event
that Tenant is unable to use all or a portion of the indoor
seating in the Leased Premises pursuant to local governmental
requirements restricting customer occupancy in the Leased
Premises connection with a Pandemic (the "Seating
Restrictions") , then, following Tenant's notice to Landlord,
during the period the Seating Restrictions are applicable to the
23
Dimon On ek eMNaea Ca,mr tar,
MAM21;Hals
Leased Premises, Tenant's obligation to pay Minimum Annual
Rental shall abate proportionately to the percentage of indoor
seating Tenant is unable to use as a result of the Seating
Restrictions and the Annual Sales Base shall adjust accordingly.
In the event that Tenant has the right to pay reduced Minimum
Annual Rental pursuant to the preceding sentence for twelve (12)
or more months during initial twenty-four (24) month period,
Landlord shall thereafter have the right to terminate this Lease
capon sixty (60) days prior notice to Tenant. It shall be a
condition of Tenant's right to claim an extension that Tenant
notify Landlord, in writing, within 10 days after the occurrence
of the cause, specifying the nature of the cause and the period
of time necessary for performance.
ARTICLE 45-Construction of I entre
Tenant has read and understands this l.ra.e. The rule of construction that a document should be construed most
strictly against the parry which prepared the document shall not be applied,because both parties have participated in
the preparation of this Lease.
ARTICLE 46-Security Deposit
fa{a4eaett itrthrReteraserWhiGh Shall be hold b
efTenen+'s eh►igeciens the
depooi erreder
and-fw-�Men out b.. esFteN bn,viel
o+veftantet 4epo*k,of Ow -OUWY%pplied;Aall be
warned to Tenant-alter-the-espiracm-of-the T*vm,if Tenant-has ti urendefed-possesaioeret the rxpifation of�he
Term,-&rid wsleH-theL 4h1sboe9e-.
fbt lit+dlerdrneY<otntswtgleilte�iepee"t wikh-itst+thettattb �Fifte-
msdses ��fiiisto-perferntaeay_�rfi�+cthligatiens;{ ktrdmay-EN'ithetttafieetut6-�H'
wfned�'-i,and{erd-may-ttave4 �,toeetnpertoote�endlartLTot n�ttx�
at4dtiienelfen I by ,i4wn demand,festefe the d
theeteiginel unww*t 4-e end ell
other seouRue.shall aapplied first
f+fling of�Met'rtteeedings- [andhxd stay tle4iver+lto-depesitic+thalmnsfeteeatf 6undlerd's ittsrrrei in-thedxaeud
trout—,,net 1iability:
cute demsit,ewd40 e+t -emmen ialCede filing to perf
ierrnmatikm of the Lease.
!e} Figh! er fnrry �ae9ttet,
fw+ artyttherrt#ht-nft-andkard shallbrefle0tadbeeamedepesit.
ARTICLE 47-Captions
Captions are for convenience and reference only. Tbe words contained in the captious shall not be doomed to
explain,modify,amplify or aid in the interlxetation,construction or meaning of this Lease. The use of masculine or
neuter genders shall include the masculine,feminine mind neuter gender The singular form shall include the plural
if the context requires. "Landlord"and'Tenant"means"Landlord"and"Tenant"and"their agents and employees",
unless the contest requires otherwise.
ARTICLE 48-Severabillty
If any provision of this Lease or any paragraph,semen ce,clause,phrase or word is judicially or administratively
held invalid or unenforceable,that shill not affect,modify or impair any other paragraph,sentence,clause,phrose or
word. The parties Acknowledge that certain charges,fees and other payments are deemed"additional rental"in
order to enforce landlords remedies,and shall not be construed it be"rent"if rent controls arc imposed.
ARTICLE 49-Obieet400 to Stuemeaa
Tenant's failure to object to a statement,invoice of billing within one year after receipt shall constitute Tenant's
acquiescence. Tenant shall be required to provide Landlord with a specific and detailed list of Tenant's objections at
the time Tenant makes its objection to Landlord The statement,invoice or billing shall he an account stated
between[andlord and Tamm.
26
rkwx "x Oreo!O.k rod Cann,260
2124rM)2],KHA.
DocuSegrh Enve"It)94F 19254-8077<78E-8C60-FED9A8D77F 19
ARTICLE 50-Liability of Landlord
Landlord's liability under this lease or arising out of the relationship of the parties shall be limited to Landlord's
interest in the Shopping Center. Judgments tendered against Landlord shall be satisfied solely out of the proceeds of
the sale of Landlord's interest in the Shopping Center which have been received by Landlord. No pe tonal judgment
shell apply against Landlord upon extinguishment of its rights in tic Shopping Center. A personal Judgment shall
not create a right of execution or levy against Landlord's assets. The provisions of this ARTICLE 50 shall inure to
Landlord's successors and assigns. These provisions are not designed to relieve Landlord from the performance of
its obligations under this tease,but to limit the personal liability of Landlord in case of a judgment against
landlord. Tenant's right to obtain injunctive relief or specific performance or to have any other right or remedy
which may be awarded Tenant by law or under this Lease shall not be limited however. No personal liability is
assumed by nor shall at anv time be enforceable against Landlord
ARTICLE 51-No Option
The submission of this LEase is not a reservation of or option for the Leased Remises or any other space in the
Shopping Center,and vests no right in Tenant. This Lease shall become effective only upon proper execution and
delivery by the parties.
ARTICLE 52-Execution of documents
T4+runt-4rall1Wy.i,anr1kwd-3rtOWrl rr enc (jll4t`+4�4 ny,-
toitrtbwae 6mdierd for tkeodtriiniswetivrend404WIPOW fiw the FeVlelw.preparation
and sistttefatwAo.araewtienti�lendkxd-at-TerwWs,aeyuoFt;av �sexee�t for
6aadkii,4_
ARTICLE 53-Corporate Tenant
If Tenant is or will be a corporation or partnership or limited liability coni(wny of any kind,the persons executing
this Lew on behatf of Tenant covenant and represent that Tenant is a duly incorporated or duly qualified(if
foreign)corporation or partnership,as the case may be(including without limitation a limited liability corporation
and a limited liability partnership)and is authori and to do business in the State where the Shopping Ceder is located
(evidence shall be supplied Landlord upon request). Tumult also covenants and represents that the person or
persons,parmer or member executing this lease on behalf of Tenant is(if a corporation)an officer of Tenant,and is
(if a corporation or partnership of any kind)authorized to sign and execute this Lease.
ARTICLE SJ-Priated Proviaiom
The printed provisions of this Lease and written or typed additions shall be given equal weight for the interpretation
of this[.ease. 'lite deletion of any portion of this mase shall not create an implication regarding the intent of the
parties,and this lease shall be read and interpreted as if the deleted portion had never been in this lxase
ARTICLE 55-Entire Aareemeat
This Lease is the only agreement between the panics for the Lcused Premises. An arra ndritent,modification cw
supplement to this Lease shall not be ctTe ctive unless it is in writing and executed by the parties
ARTICLE 56-No Third-Part Riehrs
This Lease"I not confer right to benefits,including third-party beneficiary rights or benefits to anyone that is not
a named patty to this Lease,including any individual,corporation,partnership,trust,unincorporated organization.
governmental organization nization or agency or political subdivision:
ARTICLE 57-Financial-Staternenla
(a) Tenant acknowledges that it teas provided Landlord with its fntaniaal statement or annual report
("Statement")and represent that the Statement is a primary inducement to Landlord's agreement to lease the Leased
Remises to Tenant. landlord has relied on dor accuracy of the SuTenant
in order to enter into this lease. Trant
represents that the information contained in ttie Statement is true,complete and correct in all material aspects This
representation is a precondition to the Lease
r
I)rronrc Orml tl tbeau►['erne 26t,
2P-4W21.HBA. -
DocuSign Envalopo ID:WFI9254-8D77479E4C68-FEDMOD77F19
(b) At the request of Landlord,unless Tenant is a publicly traded company,Tenant shall,not later than 30 days
following such request and no more than one tiase per year,furnish to L Wkvd its most
recent balance sheet for at least the most recent fiscal year,a statement of income and expense for that year and an
opinion of an independent testified public accountant satisfactory to Landlord(or a certificate of the chief financial
officer,owner or partner of Tenant)indiatiog the financial statement has been prepared in conformity with
generally accepted accounting principles consistently applied and fairly present the financial condition and results of
the operations of Tenant for that year.
ARTICLE 58-Other Locations
If during the Term:(a)Tenant,its parent,subsidiary.franchisor,or franchisee,the Guarantor of this Loose:(b)any
person,firm,corporation or other entity having asteontrolling interest in any of the above parties,or(c)any
other person,firth or corporation controlling or controlled by Tenant or any of the above parties,shall directly or
indirectly,either individually or as a patter,shareholder,agent,employee or otherwise,own,operate,maintain or
have an affiliation,controlling investme nt a interest un bmWessanother restaurant
under the same or substantially similar uttr in a�ompetirionconcept with the one
operated at the Leased Premises within the radius specified in Reference Provision 1.20 as measured from the
perimeter of the Shopping Center(except those carried on as of the Effective Date)then that shall constitute a
default. At Landlords option,in addition to Landlord's other remedies,the Net Sales from anysuch other
business(es) within the specified radius shall be included in the Net Sales of the Leased Promises during each
year. The Percentage Rental shall be computed on the aggregate of the annual Net Sales made on,in or from the
Leased Premises and on,in or from any other business located within the radius, Tenant shall submit monthly sales
statements and maintain records of the sales and transactions of the other business. Landlord shall have the right to
examine and audit those statements and records as though they were made em,in or from the Leased Premises. A
substantial increase in size or other substantial change in dee business at locations in existence on the Effective Date,
or change in location to a location within the radius,shall remove the exemption created for that location. "Radius"
shall mean a geometric measurement and not the actual distance over roads.
ARTICLE 9-Tenant's Failure
This Lease shall be governed by the laws of the State in which the Shopping Centex is located and shall be deemed
made and entered into in the county in which the Shopping Center is located If Tenant fails to comply with and
perform any of its covenants,conditions or agreements,landlord shall have the right,but not be obligated,to
perform the covenants,conditions or agreements, provided such failure continues for
30 days after written notice form Landlord as further provided
in Article 23. Tenant shall pay to Landlord on demand as additional renul,a sum equal to the amount
spent by Landlord for the performance,plus 5%4-5%of swot amount to defray supe vision and overhead. If
Landlord performs any covenants,conditions or agreements,Landlord,its agents or employees may enter the
Leased Premises. That entry and performance shall not constitute an eviction of Tenant in whole or in pan,nor
relieve Tenant from the performance of the oovenants,conditions and agreements. Landlord,its agents and
employees shall not be liable for claims for loss or damage in Tenant or anyone claiming through or under Tenant
ARTICLE Gil-Owaersblm
(a) If the nwnmhip of dee Shopping Cents is in a Real Estate Investment Trust,then Landlord and Tenant
agree that Minimum Annual Rental,Percentage Rental and all additional rental paid to Landlord tender this Lease
(collectively referred to in this Article as"Rent")shall qualify u"tents from real property"within the meaning of
Section B56(d)of the InWnud Revcmic Code of 1986,as amended(the"Code")and the U.S.Deparunent of
Treasury Regulations(the"Regulations"). Should the Code or the Regulations,or interpretations of them by the
Internal Revenue Service contained in Revenue Rulings,be changed so that any Rent no longer qualifies as"rent
from real property"for the purposes of Section 856(d)of the Cadc and the Regulations,other than by reason of the
application of Section 8Wdx2XB)or BSfi(d)(5)of the Code or the Regulations,then Rent shall be adjusted so that
it will qualify,(provided however that any adjustments required pursuant to this Article shall be made so as to
produce the equivalent(in economic tons)Rent as payable prior to the adjustment).
(b) Any semces which Landlord is requmxd to furnish pursuant to the provisions of this L..ease may,at
Landlord's option,be furnished from time to time,in whole or in pan,by errgrloyees of Landlord or Landlord's
affiliates or by one or more third parties hired by Landlord or Landlord's affiliates. Tenant agrees that upon
Landlord's written request it will enter into direct agn;ements with die parties designated by Landlord to provide
such services,provided that no such contract shall result in Tenant having to pay,in the aggregate,more motley for
the occupancy of the Leased Premises under the terms of this Lease,or Tenant's receiving fewer services or services
of a lesser quality than it is otherwise entitled to reoeive tender the tease.
Res-lieder ofpast left blerut-*i%a srrrpagefollows
2a
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174=1;H13 1.
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The exhibits are incorporated by reference into this Lease
It Tenant is a CORPORATION,the authorized signatory shall sign on behelfof the corporation and indicate the
capacity in which they are signing. The Lease must be executed by the president or vice president and attested by
the secretary or assonant secretary,tmk=the bylaws or a resolution of the board of directors provides otherwise In
that case,the bylaws or a certified copy of the resolution shall be attached to this lease. The
seat-must be*frwud 4o sheareae:
Landlord and Tenant intend to have the option for either puny or both parties,to enter into this Lease with electronic
signatures or with signatures signed,scanned to Portable Document Format(PDF )and delivered via email and,if
so,each party hereby consents to the other party entering into this Lease with electrnuic signatures or with
signatures signed,scanned to PDF and delivered via email. Landlord and Tenant hereby agree that the electronic
signature of landlord and/or Tenant to this Lease or with signatures;signed,scanned to PDF and delivered via email
shall be as valid as an original handwritten signature of such party to this Lease and stall be effective to bind such
party to this Lease. Landlord and Tenant agree that this Lease,as signed by Landlord and Tenant,with electronic
signatures or with signatures sigred,scanned to PDF and delivered via email(being optional tar either at loth
parties),shall be donned(i)to be"written"or"in writing,"(ii)to the extent either party signs elecrmicadly or with
signatures signed,scanted to PDF and delivered via email,shall have been signed by Landlord and Tenant to the
same extent as if signed by Landlord and Tenant with original handwritten signatures,aid(iii)to constitute a record
established and maintained in one ordinary course of business and an onginal written record when printed from
electronic files,even though containing one or more electronic signatures or with signatures signed,scanned to PDF
and delivered via email. Such paper copies or"printouts"of this Lease as signed with clxtronic signatures or with
signatures signed,scanned to PDF and delivered via emit.if introduced as evidence in any judicial,arbitral,
mediation or administrative proceeding,will be admissible as between Landlord and Tenant to the same extent and
tuner the soma conditions as other original business records contamntg ongmal handwritten signatures and created
and maintained in documentary form. Neither d amdkxd nor Tenant shall contest the admissibility of true and
accurate copies of this Lease as signed by the landlord and Tenant with electronic signatures or with signatures
signed,scanned to PDF and delivered via email on the basis of the best evidence rule or as not satisfying the
business records exception to the hearsay rule. For purposes beroof,"electronic signature"means an electronic
symbol or process attached to or logically associated with a contract or other mord intended to serve as a manual
signature
TENANT:
PROJECT APOLLO OAKBROOK,LLC,an Minis limited Liability company
By: Dineatnk Group,LLC
By: (utas Sff
Lftu Staloff
LANDLORD:
OAKBROOK SHOPPING CENTER,HC,a Delaware litmiteed liablhity company
By:Oakbrook Center Mezz LLC,its sok member
By.la1ltbl_ �AtU
—A yAd Signatory
APPROVALS
Disreanic.dimer Ookb-A Center 260
7RM202I;HBA;
DocuSlgn Enve"10 94F1925"077479f-RC5H-FED9A9O77Ft9
AFFIDAVIT'
The undersigned has signed a lease dated lul y 26 __,2()27,with OAKBROOK
SHOPPING CENTER,LIX,a Delaware limitedbility liacoaapaay for the occupancy of Spare No.260
Oakbrook Center. The tease business terms were negotiated with Gust Firesteia,as representative of the
Landlord No repm-,entative,agent or employee of the Landlord represented,suggested promised or implied that
the undersigned would be giver)an exclusive use in the Shopping Center for the operation of the business to be
conducted in the l rased Premises,or that the Landlord would not lease space in the Slopping Center to a competing
or other tenant Nor has any representative,agent or employee of Landlord made any representations,inducements
or promises about the Leased Premises or the entry into the Leave.unless expressly in the Lease. Nor has any
representative,agent or employee made any representations,inducements or promises about the characteristics Or
conditions regarding or pertaining to the Leaved Premises or the Shopping Center,unless expressly in the Lease.
The undersigned bus independently investigated the potential i'or the success of its operations in the Shopping
Center and has not relied upon any representations,inducements or promises by Landlords representatives,agents
or employees,other than those contained in the Lease-
TF,NANT: PROJECT APOLL.00AKBROOK,LLC,an
_ �Iplrtolt limited liability company
Icy_
WAS SfrnOff
its: Principal
Swum to before me this day of T__,20_
Notary Public
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OAK BROOK, ILLINOIS Properties
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EXHIBIT A-1
OAKBROOK CEMER Brookfield
OAK BROOK. ILLINOIS Properties
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EXHIBIT B OAKBROOK CENTER Brookfield
OAK BROOK, ILLINOIS Properties
DocuSign Envelop*ID:94F19254_W77-479E 8C6b-FED9A8D77F 19
ERHTBTT C
DESCRIPTION OF LANDLORD/TENANT WORK
ALL TENANTS
Oakbrook Center
OAK BROOK,Illinois
Tenant accepts the Leased Premises in its "as-is"condition. Tenant, at Tenant's expense, shall complete any
improvements that may he required for Tenant's use of the Leased Premises. If Tenam's design is not feasible with
the existing utility locations,such as mechanical,electrical,plumbing or fire proectim any alterations to the existing
utility locations shall be completed by Tenant at Tenant's expense,subject to Landlord's prior approval. All such
work shall be in accordance with this Exhibit"C",the Tenant Criteria Manual and other information contained within
the Tenant Package reference below. All work to be performed by landlord in delivering the Leased Premises to
Tenant shall be limited to those items expressly set forth in Exhibit"C"and Article 2 of the Lease.some of which
may be performed by landlord on behalf of,and for Tenam as is more fully described herein. Landlord and
Tenant acknowledge that to Landlord's knowledge without
investigation the conditions listed on Exhibit C-1 are the
conditions existing at the Leased Premises and should anything in
this Exhibit C that contradicts what is set forth in Exhibit C-1,
Exhibit C-1 shall control; provided, however, the items listed on
Exhibit C-1 are for Tenant's information only, and Landlord makes
no representations about such conditions. All such conditions
shall be field verified by Tenant, and Tenant acknowledges Landlord
is providing the Leased Premises to Tenant "as is".
Notwithstanding anything set forth below to the contrary, any
amounts charged to Tenant in this Exhibit C are subject to the
Chargeback Waiver provision as set forth in Reference Provision
1.24 of this Lease.
A. TENANT PACKAGE
'recant Pack a¢e landlord shall provide a"fenant Package"to better identify the Leased Premises and
provide details in describing conditions of the shell structure. This package may contain such items as:
a lease exhibit drawing indicating approximate[,eased Premises.
b Nmensiatal floor plan drawings,if available Tenant shell not rely on such plans or
drawings and must field-verify physical dimensions std existing conditions in the(.eased
Premises prior to and during Tenant Work(defined in ARTICLE 2 of the Lease)
r Criteria Manual containing Tenant-roquired drawing submissions information, sign
criteria,architectural,electrical and mechanical information necessary for the preparation
of Tenant's plans,typical detail sheets,and other information
d By the execution of Tenant's Lease,Tenant acknowledges receipt of the Tenant Package
and by this reference,it is incorlatrated in the Lease.
B. TENANT PLAN SUBMITTAL REQUIREMENTS
I Tenant Work' Drawings
Tenant shall provide working drawings consisting ofarchitectural,mtxisnical,electrical,plumbing,
structural, life safety, specifications and supporting calculation data,prepared by a registered
architect and licensed engineer of the state in which the Shopping Center is located as deemed
necessary by Landlord. Refer to Tenant Package for details. Tenant agrees to comply with the
schedule set forth in 2 below.
Tenant Plan Submittal do Additional R!NL
a. By the submittal date for preliminary plans and specifications specified in the Reference
Provisions,Tenant agrees to notify Landlord of the identity and mailing address of the
licensed architect engaged by Tenant for the preparation of pians for Tenant's Work. At
the sane time Tenant,at Tenant's expense,shall cause Tenant's architect to prepare and
deliver to landlord for Landlord's approval one(I)preliminary drawing submittal for
Tenant's Work,adhering to the requirements as described in the Tenant Package.
h. If Tenant does not furnish landlord with the identity of Tenant's architect or fumish
Landlord with drawings and apetifications by the required date.Landlord shall have the
right,in additioe to any other right or remedy it may have at law or in equity,to cancel and
terminate this pamse by written notice to Tenant, landlord shall in addition to all other
remedies,be entitled to retain and have recourse to any bend,deposit or advance rental
previously deposited by Tenant under this Le lsc as liquidated damages.
C-1
D-ti=k(*ktnf k Cour 260
2.4.2021,tln.t.
DocusirEnvotopem"Fi92s t_w77a79E_wA8_FEomwnFi9
C, By the submittal date for final plats and specifications specified in the Reference
Provisions,Tenant,at Tenant's expense,shall cause Tenant's architect to prepare and
deliver to Landlord for Landlord's approval dare(3)sets of final working drawings and
specifications for Tenant's Work,adhering to the requirements as described in the Tenant
Package.
d. Landlord shall review Tenant's drawings and specifications and notify Tenant within 15
days of their reccipi if they do not meet with[Amiliord's approval. Tenant shall,within 10
days of the receipt of notification,revise and resubmit the drawings and specifications.
When Landlord has approved T'enant's drawings and specifications,Landlord shall initial
and return one(1)set of approved drawings to Tenant. That set shall show the date of
Landlord's approval,and shall be made a part of this Lease as"FXHIBIT P."
c. If any changes and/or revisions are made in Tenant's working drawings and spacificatioats
after Landlord's initial approval,Tenant shall deliver to Landlord one set of revised
working drawings and specifications for additional approval.
t: No approval by LandIM shall be valid unless signed in writing by landlord or Landlord's
representative.
g. Tenant shall prepare its plans and perform Tenant's Work in compliance with Landlord's
requirements, governing statutes, ordinances, regulations, odes and insurance rating
boards. Tenant shall pay Landlord for review of final plans at the rate of 50.50 per square
Foot of space in the:Leased Premises,plus SU 5 per square foot for each required additional
review of final plans. Landlord's approval does not relieve Tenant of its obligation to
complete Tenant's Work in accordance with the terms of the Lease,nor of the necessity of
Tenant's compliance with the laws,rut",regulations and ordinances of local governing
authorities.
h Any approval by Landlord or Landlord's architect shall neither obligate Landlord in any
manner whatsoever with respect to the finished product,design andor construction by
Tenant nor be ck emed to be a modification or amendment to the provisions of the Lease
Any deficiency in design or construction,with or without pnor approval of Landlord,shall
be solely the responsibility of Tenant. Tenant shall be solely responsible for corrections in
Yenant's Work and its working drawings and specifications required by governmental
authority.
I Norwithsundmg anything to the contrary contained in this Lease,Tenant shall curWly with
the Americans with Disabilities Aix of 1990("ADA"),and any amendment to the ADA,as
well as applicable state,local laws,regulations,ordinances and independent inspections.
Compliance will include,but not be limited to,the design,construction,and alteration of
the Lxased Premises as well as access to,employment of and service to individuals covered
by the ADA. lipon complexion of work,Tenant's or Tenant's architect must supply to
Landlord a letter,satisfactory to Landlord,stating that the Leased Premises have been
designed and constructed in accordance with and are in compliance with the ADA.
J, Within 10 days after opening for business in the Leased Premnses,Tenant shall provide
Landlord with one set of"as-built"drawings and spocificatittns indicating the changes from
EXHIBIT P made during the performance of Tenant's Work. As-buil drawings shall
accurately locate all underground utilities and equipment installed. As-built drawings shall
be delivered to Landlord prior to final inspectian of the Leased Premises.
C. STRUCTURE
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h. Tenant is responsible for maintaining the integrity of the connate slab. Any alterations to
Landlord's slab shall be e:xewtod in accordance with the requirements described in the
Tenant Criteria Manual
C. Upper and lower level stupanded slab floor penetrations shall be core-drilled, no saw
cutting or trenching is permitted All floor penetrations stall be sleeved and scaled as
required in the Tenant Criteria Manual.
d Structural modifications and or additions by Tenant to Landlord's structure is subjeo to
Landlord's pnor approval. Tenant shall submit structural calctlafions,which have been
prepared by a licensed structural engineer,to Landlord for review by landloal's engineer
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at Tenant's expense
2. Rood P0-C rQviou
Roof pcneuatiats by Tenant shall be held to a minimum. Penctraboos,flashing and patching of the
roofing system shall be made by Landlords roofing contractor,subject to Landlords prior approval,
at Tenant's expen-w. Any structural framing or structural calculations required by Landlord as a
result of Tenant's roof penetrations shall be performed at Landlords option by Landlord's contractor,
at Tenant's expense. Any awciatod curbs,rails,skids,etc.which can impact the roof system shall
be designed m accordance with the manufacturer's recon a rndations and installed by I2ndlord's
approved roofing contractor,at Tenant's expense.
3 �'atanrooFMcmbrane
All food tenants,high water use tenants such as,beauty salons,pct stores,etc.,lower and upper level
tenants whose design includes water being present,such as in kitchens or restrtnms,shall install
and maintain it waterproof membrane approved by Landlord throughout the Leased Premises. A
water test shall be performed by Tenant. Tenant is responsible for maintaining liquid-tight
capaLities of the floor and other boundaries of the Leased Premises,
4 Firenrtwfine
Landlord may provide, at its option, fire retardant material on its structure within the Leased
Premises- Tenant shall be required to protect fireproofing and damage to fireproofing shall be
repaired by Tenant as necessary to meet the requirements and recommendations of applicable code
and local inspectors,at Tenant's expanse.
D. STOREFRONTS
I Neutral Piers and Bulkhead
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A. landlord has established design criteria regulating materials and construction of the
storefronts and signage so that tenant storefronts contribute to the overall design concept
of the Shopping Center.In order to contribute to this theme,the overall storefront design
must conform to the design criteria as described in the Tenant Criteria Manual. Landlord
has the right to reject storefronts which do not meet the design criteria and to accept and
approve unusual designs that deviate from the required criteria, all at Landlord's sole
discretion
h. Tenant is responsible for constructing a ctomplete storefront to the full height and for
making a suitable attachment or termination of construction to the bulkhead soffit and
proper closure against each neutral pier. Refer to Tenant Criteria Manual fix details
Tenant shall be solely responsible for the repair of damage it causes to Landlord's finish
material.
c Tenant's storefront shall be self-supporting. Limited lateral hracmg is permitted from
Landlord's structure. The storefront or any part of the interior cannot be suspended from
Landlord's bulkhead framing or structure.
E. DEMISING WAILS AND EXITS
Demising Walls
a
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b Tenant is responsible for furnishing gypboard on all demising partitions and surfaces in
accordance with oxide and as described in the Tenant Criteria Manual.
C Tenants ere prohibited from allowing music or other sounds to emanate from their space
into an adjacent Tenant space or into the mall common area Tenants who generate sound
levels greater than 40 decibels, or as otherwise deemed nwessary by Landlord, shall
insulate their space against sound transmission. Methods to prevent sound transmission
must be thoroughly detailed on Tenant's plans and is subject to Landlord's approval,as
described in the Tenant Criteria Manual.
d. Tenant is responsible for providing Landlord with anticipated load and weight calculations
for any wall hung fixtures. If Landlord deems necessary.Tenant shall provide hoicking and
bracing sitppmxt to demising walls to compensate for loading imposed by Tenant's wall-
hung fixtures at Tenant's expanse.
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c Tenant is responsible for the constevction of any wall in which an expansion Joint occurs,
the construction of such wall shall be in accordance with accLptahle construction deign
practices and applicable codes.
2. S^2c%e Doors
Tenant is responsible for furnishing and installing a service door connecting to service corridors or
mall exterior service areas. The door shall comply with applicable code requirements and Landlord
requverrents as described in the Tenant Criteria Manual.k"he-0vaet44mMerd has iosi%IW ta+y
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3. Exit Reauirtments
Tenant is trcpousible for providing all exit requirements and exit identifications within the I cased
Premises in accordance with requirements of applicable code and subject to approval by the local
building authority.
F. INTERIOR FINISHES,FURNISHINGS AND EQUIPMENT
I Floor Finish
T atant is responsible for all floor finish covering materials for the Leased Premises and shall make
a smooth,level transition with the mall floor at the lease line in the event that Tenant is requited
to thatch Landlord's floor file at Tenant's lease line and closure line.Tenant shall pay Landlord
$22.00 per square foot for Landlord selected floor tile. Tenant shall protect and repair any damage
to Landlords floor finish material,at Tenant's expense.
z. Wall Finish
Tenant is responsible for the installation of finished walls on the demising peatibons,including any
necessary additional supports,wall blocking,fire tapping and wall finishes,at Tenant's expense.
3 Ceilims
Ceiling height limitation are created by existing conditions and floor-to-floor heights vary
throughout the Shopping Center. When:building conditiau permit,higher ceilings maybe allowed
with the written approval of Landlord. Any relocation of or modification to existing piping,conduit
and/or ductwork necessitated by Tenant's installation of a ceiling shall be at Tenant's expense. If
the area above the exiling is a return air plenum,ceilings are required throughout the Leased
Premises including,without limitation,stock and toilet rooms
4 Access Panels
Tenant is responsible for providing access panels throughout the Loris[Premises. Tenant shall at
minimum provide 24"x 24"flush mount access panels in the ceiling within the Leased Premises at
dampers,HVAC equipment and elsewhere as required by Landlord or as required by code in order
to provide access to the equipment
5. Fumishin¢s and EguMment
Tenant is respoatsibl:nor ftunishing and installing all futures.furnishings,equipment,shelving.
trade fixtures, leasehold improvements, interior decorations,graphics, sights,mirrors,coves and
decorative light fixtures and other special effects,as first approved and permitted by Landlord and
in accordance with all applicable federal,state,local laws,regulations and ordinances.
G. SIGNAGE
I Tenant SigBW Submittal
a. Tenant shill submit sign nwnufacturer's shop drawings to Landlord depicting sign,lettering
dimensions,overall dimensions,color,materials,mounting details,quantities and location
of the sign in relation to each elevation,as described in the Tenant Criteria Manual.Signs,
permits and related or resulting construction shall he Tenant's responsibility. All sips
shall be installed under the supervision of lAndlord The sign contractor shall repair any
damage caused by its work.
h. Landlord's final written approval is required prior to sign fibricauci n. Tenant shall not be
permitted to open for business in the Leased Premises without a sign that las been approved
in writing by Landlord and which conforms to applicable building and electrical codes.
2 Interior SWVaee Ron ci is
a No signage shall be applied to storefront or bung within 4'-0 from the lease line without
Landlord's written approval.Refer to Tenant Criteria Manual for additional information.
b. No signs shall be allowed beyond the lease line without t-andlord's written approval.
c No flashing,action,moving or audible signs are permitted
d No television or projection scroans are permitted within 15 feet of the pease line without
Landlord's written approval Subject to Landlord's approval of Tenant's plans and
specifications.Tenant may install one or more video monitors in the Leased Premises that
are visible from the Joint Use Area provided the sole Purpose of such video monitors is
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the promotion of rnachandise offered for sale m the t.1uxd Premises and not for gC neral
advertising purposes.Sound from the video monitors may not emanate into the Joint Use
Arca and content displayed may not be unreasonably offensive to patrons of the
Shopping Canter. Landbnt will have the right to revoke its approval and require Tenant
to remove such video monitors on 2 days'prior notice if sound or content emanating
from Tenant's video monitors is offensive in Landlord's sok discretion.
e. Signs may be vertical,horizontal,and be illuminated Multiple signing may be permitted
an multidirectional storefronts but only with Landlord's prior written approval.
1'. The length ofhorirmtal lettering shall not exceed SW*of the horizontal storefiont length.
The proportional ratio of the proposed signage length to the overall horizontal storefront
length shall be left to the sole discretion of Landlord
g. Landlord reserves the right to regulate signage location throughout the mall and near
Anchor stores.
b- Wording is limited to the trade name of the pore Landlord shall review logos ons case-
by-case basis.
i. Sign shall be on a timer ser to illuminate during mall hours
I. No sign manufacturer's identification,docals or registered trademark stulI be permnned
It. Tenant shall keep the sign in good repair at all times.
H. HEATING VENTILATION AND AIR CONDMONIING
1. Landlord provided Heating,Venni ti d Au Comditioning bnly7tt LIVAC System"
Landlord may provide,at its option,the HVAC system to the Leased Premises,as defined in the
Tenant Criteria Manual. Taunt is resporaible for design and installation,at its sole expense,of the
mechanical system within the Leased Premises from Landlord's distribution point.
Tenant Mvidad Roof T9p Unit "RTU System'
a Tenant may,at its sole expense,upon prior written approval of Landlord,install and operate
a supplemental RTU System on the roof of the Shopping Center. The RTU System shall
supplement and not replace,any existing air conditioning unit.and shall be compatible
with the Landlord-provided air conditioning system in all respects including, but not
limited to,roof integrity,structure,air flow,electric load,life safety alarm system and
utility capacity.
b, ystext Tensrnt is required to design and
install the RTU System to the Leased Premises as defined in the Tenant Criteria Manual-
s. Landlord may provide,at its op um tmiversal roof supports for roof-mounted equipment
Tenant shall reimburse Landlord fa all associated costs.
d Tennant shall locate the RTU System and provide structural modifications in order to
comply with the Shopping Center's stiticttrai load limits. Tenant shall submit structural
calculatioru,which have been prepared by a licensed structural engineer,to Landlord for
review by Landlords engines,at Tenant's expense. Landlord may require modifications
to Tenant's design and construction.
e. Tenant shall not install or operate the RTU System without the prior wrinen approval of
Landlord. Tenant stall not enter the roof without prior permission from a representative
of L andlud
f. Tenant shall supply Landlord with maintenance agreements,plans and specifications for
the installation and operation of de RTU System.
g. Notwithstanding anything to the contrary contained in the Lease,Tenant shall have no right
to an abatement,deduction or set-off in rental if Taunt's RTU System is or becomes
inoperable.
t Additional Tenant Reouiremm
a Tenant Is responsible for providing the mechanical system within the teased Premises.
including but not limited to maintenance, supply metal ductwork, grilles, registers,
electrical wiring, controls, heating, heat detection and circuitry necessary for the
satisfactory operation of an air conditioning system. Rctbr to Tenant Criteria Manual for
details.
h Tenant is responsible for the design of ell ductwork and accessories for air distribution in
accordance with de procedures described in the American Society of Heating,
Refrigerating,and Au Conditioning Engineering Guide("ASHRAE"),and in accordance
with the latest methods recommended in the Sheet Metal and Air Conditioning Contractors
National Association("SMACNA")low velocity duct manual,and as otherwise as lortlt
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by code
C. in the event landlord provides a pre-approved mechanical contractor. Tenant will be
required to use Landlord's contractor for the purrhau and installation of Tenant's HVAC
unit,beating&cooling equipment and HVAC:curb,all at Tenant's sole expense. Refer to
Tenant Criteria Manual for details
d Tenant is responsible for providing the lsased Premises with its own thermostat(s)in
accordance with the requirements of the Tenant Criteria Manual
e. Tenant shall provide plans,specifications and calculations required in connection with the
installation and operation of Tenant's HVAC System. Any review of the plans,
specifications and calculations performed by Landlord or Landlord's engineer.as 1 mndlord
decors necessary,shall be at Tenant's expense.
f Tenant is required to mute IfVAC condensation lines as directed by code and the mall nn-
site representative,
g. Tenant is responsible for providing Landlord copies of air test and balance reports upon
completion of work
h. Tenant shall reimburse Landlord at landlord's option,for any measurement systerrn(s)
required by Landlord for measuring Tenant's consumption of conditioned air.
If requited, Landlord may provide,at its option,a smoke evacuation and conrol
system within the Leased Premises. In the event Landlord provides a smoke evacuation
and control system,Tenant shall pay Landlord 53.00 per square foo.
j Tenants HVAC System and related rooftop equipment must be compatible with Landlord's
life safety/ smoke exhaust system. Alterations to and interface with Landlord's life
safety/smoke exhaust system shall be by Landlord's contra"at Tenant's sole expense
k Tarant may be required to provide and install,at Tenant's expense,heat or smoke detectors
within the Lzased Premises to shut down the beating,air conditioning and venulatiou
whenever an abnormal condition is detected. In addition,these devices may be required
by local code authorities as pan of the fire prevention smoke removal system. Refer to
Tenant Criteria Manual for details,
I Landlord shall have the right to require Tenant to cease operation of the Tenant's HVAC
System if it is causing damage to any of the structural or mechanical elements of the
Shopping Center,interfering with or diminishing any service provided by Landlord or
others,or interfering with any otter tenant's business.
1. TOILET EXHAUST SYSTEM
a. landlord may provide, at its option, a common toilet exhaust system to the Leased
Premises,as defined in the Tenant Criteria Manual. Tenant shall design and install a toilet
exhaust system and connect to landlord's exhaust dint system within the Leased Premises.
h. In the event Landlord does not provide the common toiler exhaust system Tenant is
required to design and install the exhaust system for the Leased Premises,per code and as
defined in the Tenant Criteria Manual.
J. SPECIAL EXHAUST AND MAKE-UP AiR SYSTEMS
i 5,O&ial Exhaust,Systems
(dors produced by tenanu such as food service,beauty salons,pet strops,etc.must be exhausned to
the atmosphere through a tenant-fumistwd exhaust system Tenant shall design and install an
engineered exhaust and make-up air system to maintain a negative pressure in the Leased Premises
to keep odors from disturbing Landlord.customers and other tenants.The location and minimum
distance of exhaust fans from any air intakes shall be as directed by Landlord and in accordance
with applicable code. Refer to Tenant Criteria Manual for details.
2 Make-Up Air SSydtemts
Make-up air systems as referenced in I above shall be furnished and installed by Tenant,upon
Landlord's approval,utilizing secondary mall air. If Tenant uses more than 10%of Landlord's air
supply for Tenant's special exhaust system,Tenant shall be responsible for an adjusted operating
charge.
3 Exhaust Discharge
it Tenant is responsible for providing mushroom-typo exhaust discharge outlets.All roof
mounted equipment shall be approved by Lwxlkrd and 'installed on curbs per the
specifications in the Tenant Criteria Manual All roof flashing shall be performed by
Landlord's roofing eontrucux at Tenant's expense. Projections above VV will rvquirc
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g. Tenant's contractor shall supply Circ extinguishers during construction,in accordance with
code.
5. Tenant's Work
a. Tenant shall conform to and comply with all federal, state, county and local laws,
ordinances,permits,ides and regulations in the performance of Tenant's Work or in the
performance of any alterations,additions or modifications.
b. Tenant's Work shall be coordinated with Landlords Work as well as with the work of other
tenants in the Shopping Center so that Tenant's Work shall not interfere with or delay
completion of other construction in the Shopping Canter.
C In the event Tenant's Work and Landlord's Work shall progress simultaneously,Landlord
shall not be liable for any injury to persons or damage to property of Tenant,or of Tenant's
employees,licensees or invitees from any cause whatsoever Occurring upon tar about the
Leased Premises,and Tenant shall and will indemnify,defamd and save landlord harmless
from any and all liability and claims arising tett of or connected with any injury or damage.
Tenant acknowledges that these provisions become effective beginning upon the date
Tenant or its agents first enter the Leased Premises. This obligation to indemnih,shall
include ressonable attorneys' fees and triter reasonable costs, expenses and liabilities
incurred by Landlord and its attorneys from the first notice that any claim or demand is to
be made or may be made.
d- Work performed by Ten not or Tenant's contractor shall be performed so as to avoid a labor
dispute. If there is a labor dispute.Tenant shall immediately undertake whatever action
may be necessary to eliminate the dispute including,but not limited to,(i)removing all
disputants from the job site until the labor dispute is over,(ii)6eeking an injunction in the
event of a breach ofcontract action between Tenant and Ttasnt's conautor and(iii)filing
appropriate unfair labor practice charges in the event of a union jurisdictional dispute. If,
during the period of initial construction of the Leased Premises.any of Temanes employees,
agents or contractors strike, or if picket lines or boycotts or other visible activities
Objectionable to Landlord are conducted or carried out against Tenant or its en liloyees,
agents or contractors,Tenant shall immediately close the Leased Remises and remove all
employees until the dispute giving rise to the strike,picket line,boycott or objectionabk
activity has been settled to Landlord's satisfaction.
e Tenant agrees that it will not,at any time prior to or during this lase,including the period
of the performance of Terarmt's Words,either directly or indirectly employ or permit the
employment of any contractor,or use any materials in cite Leased Premises,if the use of
the contractor or the materials would,in Landlord's sole opinion,crate a difficulty,strike
or jurisdictional dispute with other contractors engaged by Tenant or Landlord or otters,
or would in any way disturb the construction,maintenance or operation of the Shopping
Center. If any interference or conflict occurs,Tenant,upon demand by Landlord,shall
cause all contractors or all materials causing the interference,difficulty or conflict,to lave
or be removed from the Shopping Center immediately.
f. Tenant's Work shall be subject to inspection by Landlord during the course of construction
for the purpose of determining the quality of the workmanship and adherence to I sndlord
requirements.Tenant shall require its contactor to cooperate with landlord and correct any
deficiencies noted by Iord. All worst performed by Tenant during the Term of the
Lease shall be performed in accordance with this Losse,all exhibits thereto,the Tenant
Desigm Manual and as directed by landlord's representative.
g
All work by Tenant,including repair wok,stall be performed in a first-class workmanlike
manner and shall be in a good and usable condition at completion. Tenant shall require
any person performing work to guarantee that the work is free from any and all defeats in
workmanship and materials for one(1)year from the date of completion. Terrane shall also
require any such person to be responsible for the replacement or repair,without additional
charge,of world tome or furnisbcd by or through such person which shall become defective
within one(1)year after substantial completion of the work. The correction of work shall
include,without additional charge, all expenses and damages in connection with the
removal,replacement o repair of any pan of work which may be damaged or disturbed.
All warranties or gu anintees for materials or workmanship on or regarding Tenant's Work
shall be contained in the nmtratt or subcontract. The contract shall be written so that all
warranties and guarantees shall inure to the benefit of both Landlord and Tenant,as their
respective interests appear.and so that either party can directly enforce the contract
h In the event Tenant or Tenant's contractor fails to perform Tent's Work,or any pan of
Tenant's Work, in a manner satisfactory to Landlord within 10 days after receipt of
Landlord's punch list, Landlord shall have the right, in addition to and not in lieu of
Landlord's outer rights and remedies,to perform the wok and Tenant stall pay Landlord
for Losts incurred by Landlord in such performance.
0. INSURANCE REQUIREMENTS
'tenant's contractor must fulfill the following insurance requirements.and Owl]maintain at no expense to
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Landlord:
a Workers' Compensation Insurance within statutory limits and Employer's Liability
Insurance with limits of not less than S I000K)
b. General Liability Insurance with limits of not less than 52,000,000 combined single limit
for bodily injury and property damage,including personal injury,Contractual Liability
coverage specifically endorsed to cover the indemnity,provisions contained herein and
Contractor's Protective Liability coverage if contractor uses subcontnutors-
c. Motor Vehicle Liability tnwuance in the Contractor's name,including owned,non-owned,
leased and hired car coverage with limits of not less than$2,000,000 combined single limit
per occurrence for bodily injury and property damage.
d. Tenant shall cause each of its conftwton to agree to name landlord, the parents,
subsidiaries and affiliates of Landlord and if Landlord elects,any owner or other Occupant
in or adjoining the Shopping Center,as Additional Insureds on Contractor's Commercial
General Liability Insurance and Motor Vehicle Liability insurance. In addition to the
insurance Tenant is required to maintain under ARTICLE 19,Tenant shall maintain
Builders Risk Insurance including water damage and earth movement for the full
replaarrlent cost of Tenant's Work.
C, Each of Tenant's contractors shall also,to the fullest extent permitted under the law,protect,
defencl save harmless and indemnify Landlord,the patents,subsidiaries and affulister,of
Landlord,and if landlord elects,any owner or other occupant in or adjoining the Shopping
Center, and then employees, officers and agents against any and all liability claims.
demands or expenses incurred on account of any injury or damage,alleged or tial,arising
out of or in any way connected with any act or omission to ant on the part of the indemnitor.
f. Certificate evidence of the required insurance shall be furnished to Landlord before the
start of Tenant's Work. Insurance carriers shall have an AM Best's rating of A-Vl l or better,
and shall be registered or authorial to do business in the state in which the Shopping
Center is located.
P. GENERAL
I LandWsE Acic
Landlord,Tenant or any local utility company shall have the right,subject to Landlord's approval,
to run utility lines,pipes,ducts,etc above the Leased Premises It shall be Tenant's responsibility
to provide(tush-mounted access panels in its finished work where required by Lsndkrd.
2. Additional Landlord's Work
Landlord shall have the right to charge Tenant for certain improvements and other work performed
by landlord or caused to be performed by Landlord at Tenant's request within the Leased Premises
although they may not be itemized in the Lease. This work shall be paid for by Tenant as additional
rental upon notice by landlord Landlord has no duty,however,to do any work which Landlord is
not specifically and expressly required to perform under this I case or which,under any provisions
Of this Lease.Tenant maybe required to perform. The performance of work by Landlord shall not
constitute it waiver of Tenant's default in failing to perform the work
s Hazardous Materials
Tenant shall comply with any existing or future city, sate, county or federal regulations or
legislation regarding the control of pollution. Tenant shall not use or install,nor shall permit its
contractors to nese or install,any building materials containing asbestos or other Hazardous Material.
Upon expiration of the Term or the earlier termination of this Lease.Tenant shall provide Landlord
with a statement signed by Tenant that the Leased Premises do not contain any Hazardous Material.
If Tenant fails to do w,Landlord shall have the right to have the Leased Premises inspected for the
presence of Hazardous Material,and if Hazardous Materials are present in the Leased Premises,to
take all actions which are necessary to return the Leased Premises to the condmon it was in prior to
the presence of Hanrdtw Material in the[cased Premises,all at Tenant's expense. This obligation
by Tenant shall survive the Expiration Date or earlier termination of this Lease and shall survive
any transfer of Landlord's interest in the Shopping Center.
a 7'e 111,10 jl w
Tenant is responsible for keeping the Leased Premises,the corridor,mall or arcade adjacent to the
L c;iL,c d Premises broom clean and free of trash If landlord removes Tenant's or Tenant's
contractor's trash, the charge to Tenant will be three(3)titres Landlord's cost Any material,
whether trash or otherwise,placed outside of the I,essed Premises for more than 24 hours shall be
subject to removal and disposal without notice.
5. Certificate ofOccueancv
Tenant is responsible for obtaining a Certificate of occupancy promptly following completion of
Tenant's Work,and shall promptly forward a copy of it to Landlord prior to Tenant opening for
business in the Leased Premises Tenant shall not be permitted to open for business without a
Certificate of Occupancy.Upon completion of Tenant's Work or any alterations under ARTICLE
12 of the I se.Tenant shall submit an original contrecune4 notarized affidavit-all subcontractors'
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original notarized affidavits and original nesarizod final waivers of lien,tw well as any original
notarmd lien waivers that landlord may require from contrators,rubcattractors tabaras,and
material suppliers. The documents must be in a form and detail satisfactory to Landlord.
6. Lien Protedtm
a, Neither Landlord not any mortgage tattler of landlord shall be liable for any labor or
materials furnished to Tenant upon credit,and no mechanics or other lien for labor or
materials shall attach to or affect any interest of landlord or the metrtgage lender in the
Leased Premises or the Shopping Center. Nothing in this Lease shall he deemed or
construed to constitute Tenant as Landlord's agent or contractor for the performance of
Tenant's Work. Tenant acknowledges that Tenant's Work is to be performed solely for the
benefit of Tenant. Nothing in this Lease shall be construed as constituting the consent or
request of Landlord to any contractor for the performance of tabor or the furnishing of any
materials for Tenant,nor as giving Tenant authority to contract as the agent of or for the
benefit of landlord.
b. If Landlord's insurance premium or real estate tax assessment increases as a result of
Tenant's improvements to the Leased Premises,Tenant shall pay the increase as additional
rental upon notice from Landlord.
19>19ft�493dY���6ll�Ltit4:
The calculations of the dimensions and square footage of the Leased Premises are from the
centerline of interior partitions,from the outside fate of exterior walls,and from the full thickness
of corridor and shaft walls.No deductions ant allowed for the space occupied by columns,interior
paritions,or other interior construction or equipment installed or placed in the Leased Premises.
The Leased Premises shall not include any space above the bottom of the structural framework
supporting the upper level or roof of the Shopping Center,as the case may be,or below the floor
level of the Leased Premises.
cm3
D-ckw tlstbruot Ca,w_260
2n42071:HHm
00alSVn Ervelopa ID'.94F79254-8077479E$C88-FE0948077F19
EXHIBIT C-1
EXISTING CONDITIONS
HVAC
Trane 25 tons serial mmtber 184510127D
Remor Make Up Air Unit
Ltnen Cook TF 1 toilet exhaust fan model 100013
Loren Cook KE-I kiWben exhaust fan model 300 CPS
Loren Cook DE-I disbwash exhaust fan model 120 ACF
GAS
2.5"line stubbed at the space
PLUMBING
1,000 Gallon Trap located m Dock 7(assumed to be in goal working order and not needing replacement i
4"sanitary line(need building to confirm)
4"grease waste line(need building to confirm I
4"vent line(need building to cmfirm)
WATER
1.5"diameter
ELECTRIC
6M AMPS at 277AKOv with existing uu mformers and distribution panels.
Fire alarm annunciator panel.devices and a fully functional system
FIRE PROTECTION
Existing system with tale compliant coverage and zoned with flow and tamper switches
C-14
t>me.»a onvi oskbnwk Cemu 260
2124,W.I HB-6 _
MarksUng
Rearm Ptittgram
whet are pineAmic Rewerds7
It Is our way of saying thanks to those who frequent our restaurants.Once a guest becomes a member,they can
some and redeem rewards points at all OlneAmic Hospitality Restaurants.
Radio Room,Sians Tavem,Barrio.Prime 6 Provisions,Bar Siena.Bandit,LYRA
Bodega 6 BomboBar are Excluded from the program.
Hgw�a Is entirely
SERVER + BARTENDER MANUAL
The rewards rem b entire electronic.Guests signup at www dlnoarl7 rc,fgrp[t_o�31t q�.Ail cards must atsa be
REGISTERED online Idlneamlc com/rewards-click REGISTER GRD)Once an online Eewardo'card'is registered
they will receive$10 in rewards as a thank you for Joining.After your card Is registered,R's ready to imer The
balance,history,and all other things can be Chocked online.
HQw-aremfills accfue"rid rodeerfW?
When visHing our restaurants,guests should alert their server or bartender if they are a rewards member hoping to
accrue or redeem prints.At the end or their meal,they can leave their server or bartender with the foliowing:
o Phone number the account Is registered with
o Account number -- EXPLORE OUR BRANDS- -
o Email the account Is registered with
BAR SIENA RADIO d ne am)c
>zewardauoiqlsmeaccrv(-of inuer5: 13A F R I ROOM
o Spend 8200(200 points)amongst any DlneAmic restaurants and receive$10 in rewards. '
c Once you spend$2.500(2,500 pointe),receive$20 In rewards for every 5200 spent.
o Orce 10.000 points($10,000)are accumulated In a calendar year,receive$25 In rewards for every$200
spent. _, l.YR . BOMBOBRR
o Reaelve$15 in DlneAmic Rewards on their tNrthday month.These expire after B0 da,a eteno tavern
c DineAmis Rewards/Points never expire. 1B
Guests should email with any questions or If th�'need assistance
BANDIT O „�a a
231
Cain cutting Fee
• $5 per person-For when guests bring in their own Cake
Table of Contents
Staff Incenffve Programs
DIrls"lC Ovei view.............................._..............................................................._._._........._........_.........«...««..»».»._.._.4 Staff incentive Drograms encourage and reward excellent performance and commitment.Some of these items may
OurMission......................._................__._.................................... _. ._.... _ _._..«......_ _«_« _ ..4 Include:
. Server or bartender Incentive:Shopper Report Score
out Vefues........................ ._. ......_.»..._........._.... o If a server or bartender scores 100%they will receive a$25 GC
fie
Memorability
---_--41
. A I Staff Incentive
0 (FOH)Employee of the Month and(BOH)Blade Winner,5100 cash bonus
commtff y ___._4 o Seniority Incentive:$100 GC each anniversary
Ovr Brands_..........................................................................._»_.._«.....__............................».................._.._......._..._b
SferoTavrn_____._.... _.____ «.... ......____.........._.5
OMme A Prw4lar_..__...._.....____—_--__...... .._ ........... ...... 5
Bar SNrr_._.....__..___...._....._.._._._.._._....._...._ __......._»___.._.....___._«______._.b
8omeoeisr-------_.______..._
Bade. .._....._........_ ....�___....___.._.5
80ftm BLDY3_._.._.........»...._._........_.... ._.�.____� .._.... ....._...._.»_.b
The Bonds.
Radio Room...._
Introduction to Service................_._.._......_...._...»_._.._...._.«..............................................»..........
_....«......_._...8
"at Is Greet Servkxl._..__.....»»«»......._._«....__._._.__..._...._«__._..«_.«.«....._._._.«.«»._»«..._......._....._.._...8
WhetIs a GueW............ ............._......_..__._._,._.......__...........__.__._.«__........._............_...._.__......8
Seven Service Stenderde.._»...._........._..................
AWakoming Attitu0a__......._...__......_.�..._.__._..«...._...._....._.... ...__. ........ ......_.e
PrWarelomam........................................._.._......_.._._._..�».._.._ .._�_._.�...»»........6
Product Kmvisi ge d 5afeems WNp__ ._.... 8
KnowIe9E4!_¢t�fodsf4l..:....�...:�....W................... ..,..w.............,.....�....Z
Knpv:lgapg_plyillnrwle _........ .... ...�,.u..�...........�.0 ,............,........,.......I
Confidence..,
nmeflnea___.._..___._.._._.._»_.. _.__.._._..»._.___._........_......._..._.._..».. _._.._..._........_....T
Service Policies and Procedures...._.._......._».._....._.__»_.»_.._. ».. .»...«... _. ...._ .. ._.._»_....._a
SamoaSystem__....._...............«...... ................».......«.»«.«....«._«...«_.«. _.__.....__..8
YCurRestsurnrit. ......_..........»....»..._.........._.__..«......_......._.«.«..«...r............«..._..__..«....._._..._._._.............8
Your Secibn...........__...«............»__.»_....._._.._..._...«... .._....__......__.r._�....»............... .........«.8
Misean Pfeos_._.._»«_.«.«...._.._._._...__«.._..__........__.......»._...._........_... ...__..._............_.................._..._._8
Neve/Say NO..._........._......._......_....__.._._....._..........._...._«._..___.................._............_......�._............._........_._8
SwanTheory_._....«.._.....__.........._......».»....._...____...._....„.«......»..._......._.._........«.._«.......«..._._...V._.._......._9
LoveLetters........_................._...._.._...._•-•—•-.......................................__.........._....».«...«._«._.___...._..»_9
Unhlbrmsend Presanlatlon......__.._.............__..._...._...._..............._............................................»_....__...._...._9
SoOyLwnguy(�f..__.».._..____.._�._... __........._....____.._....____....____................9
SearNumbers..__._...._..__.__._ _.«._........._...._......................................
11 221
lingt ID
MiscellaneousPdlslred _.__...._....._.�.____._.,.__..._.__.._
Cliec/rout Psssse70
you're V/00=is 10
You are msponsible for all materials received throughout a shdL Cash,Credit Card Receipts($,iglletl House Ceohs .,L -- 10
019y).Gift Certificates,etc.These materials must be submitted to the closing bartender or manager at the and of Blouse,ffw_- 10
each shift.Not having these materials will be dealt with case by Case. Pardon AM._ 10
I aft your Per'd0a 10
MOlghan(or_H0v5e CQP" rmsorry__. .10
• The POS system prints multiple copies of credit card transactions whop a card has been run,both of which Now werrM)ou"Mar preDveiT7 10
ere House or Merchant Copy. Nod°endphnms tb AvoM&_'
• One copy is fpr the guest to sign 8 return to you and that IS needed at checkout. fuel Approach....._....-............... -....._._._.._,......-... ._.._•....._......�....M__-.-...�_..."..."...21
• The Second Is the guest's copy for them to take with them for their records and Is of no use to Lyra.(Peter to
Allermas ._...•...-_--•.•....-••-•
the section on chargebacks If you do not have the signed House Copy for a receipt). _.._..............""....__...... _....._....-......
• Always count the number of racelM you have at the and of your shift and write this number on the top Taldng an Order.._.._...__•-••«-• ^------"•"""'^'-""'"'--u
re"IDt.
Perfect Check.._......_____.......__.......__..._..�...."..........."....»._»"...»...»_.._...-..._....__._._._...�.__....._.»32
Ticket Times A RaWng The Red Fla(.__"___......._._....».»».........».._.__......_..."»......»........_........"............___......1?
Leaving fiat now Table Mar"Between Courses............ __.._..___.._._».._...12
if you need to leave the floor,you must nolAy a manager.You may rot exit the floor without their approval and a3k .....--»•-••_...."__"___._.._...."......._._._
another person to cover your section.A trip to the restroom is understandable,but you need to let your manager and Taking a Beverage Order..................... .._._.»Y.�.....».._» _•-_..--••-••--••-.....7.2
teammates know,and make sure your guests will not suffer,When your shift is done 6 you have finished all your proper Glassware HendUng... •-12
assigned cbsing sitle work,you need to check with the closing manager who will chock the elation and release you
by signing your checkout out slip. Serving Food 6 12
Congregating
is NOT tolerated.You may not be*busy,but other peOD*arel Please be respectful and cognoscente of what is toffee&Teti sarvloe__................____._._..._...._._..._..._..._.._...._........
....._"..._..........._....".._..._.-..._...»....13
going on around youl Listen for•behind',or any other verbiage used that Someone Is behind you or needs to get Responsible Aso/ro/5ervbe._...._..._..........._...._.__._.....r._.......
._...._......_.»"_"._.,......�____...�......_..__..I3
through any given area.Additionally,during'slow'periods,KEEP BUW There Is PLENTY of things that can be done
during down timet AND keeping busy,will Just help keep the time movino Chaddng Beck•••-•••••-••-•"•-"••-•-••-•-• •-"-- -• -^--"•"w"'-'-_—""'•""-'•'^"""""""'
S&O2-2-2-2 Rub for Staff._.................
__._....�..._._._._._.__
AtOiew
ur, tauranl we take guest feedback and reviews very seriously. It Is our goal to always garner 5-star reviews Wrapping UP............... ._......_.."____._.]•3
from every guest experience. Please state your name clearly so that you can be mentioned In a review. If you are
SenfUasUon Fee......................_.».._........"_...._..."...,......................_........................
_._..__..".._-....._.._-__....1.3
mentioned In a review,expect a reward such as a staff Incentive card.or other fun prizes
promotionalMentlm.._.._.._.r ._.._._�..�._."___._._.._.....__.".._........__._......_.____...._._......_.14
Pratte Event Inquiries Presenting the(Yuck and Tltarddng the 14
If a guest inquired about catering or hosting a private event at Me restaurant,provide Mem with the name and email
address of the Event and Marketing Manager for your venue AND take down the guest's name,phone number,and Bottle Servlca .....................
emall address and send that to the Event and Marketing Manager immediately. If the Event and Marketing Manager Preparing your table foram Service.......... ._..._-----------_..................15
is on the property,provide an introduction.
carrying Out the Maar for Splrlee ............. _.» ...._.....-..»."...„.-_......«._.»_.15
Secret Shopper Reports Carrying Out the Order for Wlria....»...«.._.._._....». ."...-...."...r.........__._"._..”....�._._...._._...___......».15
At anytime,a guest may be a-secret Shopper.'Secret shoopors evaluate employees on a defined set of criteria and
give a grade.Always strive to Score 1001K Presenting&Servkiy this Bottle......_.._._....__......._.___...-......_.__.._.___..._..._..._"..Y.__......_._...."._._.
Carrying Out the Order for Chempo re»
• If a server or bartender receives a score of 90%•they will race"a S25.DO YBD(You Do Bomb)Gift Card. pRmsndng 6 Servkq thil
• If a server or bartender receives a score of 70%or lower,they will receive a verbal worming the first time.a
written weming the second time,and if R occurs a third time.R Is grounds for termination. Payment Polkles and Procedures.._..__....._._...._ ...............__..._..._.......... -..•._._17
Co/kags Fes Poyrr lent Mothods..........-................_.............................._..»._.......e._"..».._....-._.._ «17
• $50 for 750ml bottles Credit and DobR Card T)snsec'tMna
Phase be sure to communicate with guests that we are more then happy to have them bring in their own pa ....... ..................___..
„_•_,,,•,_•,_„•-___r_••„,�,-,Y,_,,,-.,,,,-�_-",-. ..._.._.17
bottle(s)(R they Insist).but It cannot be a bottle that we.have in house. DecPlrled Crsdit Osrdsdo ».___...
.............__........._...."_......._.._........._......-_._....Y..__.»._.Y._._._.._"._........._._....-.._..17
211 2 1
Grstunku...-__ ........ ___. »__.__.._„..__ _....._._„_ �.__ _. .__..__...._1e Handling Issues
Tat"_.......__..........................._..._..__...._.»......._..._.......__...__..._...»........._._..._.____......_....._.................».....18 Triple a rule'AM'(Acknowledge.APolagfze.Act)
Credit!and DOM Cord Tienseed” .__..._.____._T...._._._.... _.....�__,_,_.,_....__.•......_18 When a guest is dissatisfied,please use out AAA rule which Includes the following steps'
Oompe,Voids d Daxaolmnb._.Y.._......___...»._. .1a • Acknowledge the mistake
Volda_____.___ w • Apologize for the error or incorve r ie rte
Emplyes DYoalrW.._..._____...____._._ __....__.__.____.� 18 . Act to correct the situation
Ringing M prod/c!__._w..__._... .• For example.If a guest orders a salad with ro feta and it comes with feta on it,you could say.'You're right.
Spills(RoQuc[)....____»___.„...._..._......._». you absolutely did order the salad with no feta. I•m so sorry about that. Let me take that out of the way and
••••••-•^•-••^^»•^••-••^^•••••^--- ^•-«—^- get you a new Rated without feta on it.'
HandlingIssues......................_..........___.........._.....»....._......_.._.............__....__.__..._.........__._.—........_.....20 Problem Tables 6 Handling Gbmpkfnb
Tr1ple s rule'AM'(Acknowledge.Apobgbe,Act)..... ._._...__._......._._„..ZO If you have a table or guest that is unhappy,gel the MOD.EVERY TIME it is easier for you to retain a good rapport
Problem Tables&Hamdllng Complaints............__.............._....„_...._„.„...._..„.__....„....„......—..._»...,..._. with your table and provide them with a pleasant experience If you are not the one they associate with a problem.
� Also,your manager has more options to solve a problem than you.
Spills(On Gueeta).._...„___....»........_...».._...._....._.....»....„..—_....._......»_.._.....»...._..»_»........_......
_„._.__„..20
Miscetienentq • •" ^• •••'•”'"'""""•'•"'»"""'"""'""'—'.........._.....«„«.«» SpIA(on Guests)
First,try club soda.For red wire,sprinkle copious salt on the stained ares if we are unable to remove the stain from
Checkout............................_ _.._.____� ..._.____..... Zl ,a guest's clothingwe must apologize.It la
-.--..-----_-..__.._.._...._._.___...._.....__._«. your responslbl6ty,to make the guest feel that a solution will be met,
Mammas or Hans COPNs -21 whether that be offering them complimentary service,offering to pay for the tern's dry cleaning,etc,
Leaving the Fkxx_...........„_
Congregating.............
Review Shall.._.................. ._._._..._._._..._._.._.__._..—._��.ZS
PrivateEvent fnCWrfea........._._._...._.._........_...._._...__......, ......_—_.....»..._..............._............................21
Secret Shopper Reports.... « .__.„_. ..__ __... ...._.............-........�_____ .. .„«21
DortageFee......._..............__..._.«_....._..._._...„».__.._..___._.«.r_....»„.._..._.«.........—.._.„._„...._.......„_....21
Coke cutting Fee................_._..__....„....................._.......
........... __..._._.....»..»...^.....—._._._..._....._.._.....2?
Staff incentive Programs,.._....._.._....._........
Marketing.............__..._ __........._......._._. ......»....__».._..».»..._.....
Rewards Ropes ---29
Mist mre Dkis4ac Rwi~
How doom•Miller sV up? 29
How ere points soorued and redissili_.._.._.. 29
Rewards pants are socrued N dors. ....._....._ _ ��
3 1 201
When using staff Incentive a cards,the gift caro must be processed first and then the'5ft DineAmie Overview
cilscount can be applied when using both on the same check
Mnging in RD" Our M(sslon
At our restaurant,all product made(whether served or nott)is rung In by staff EVERY TIME.Staff found to not W At DineAmie Hospitality we strive to create extraordinary experenc"for guests by developing Innovative end
ringing in product may require Immediate termination.Not ringing In product is theft and must not be tolerated. enduring restaurant and nlgntlife concepts. If is our aim to raise Industry standards with upscale,higfi-energy
Additionally,product must aNreys be rung In oorn".For example,If an Absolut Is ordered,an Absolut Citron may restaurants that offer cutting-edge cualne,motd-breaking design,and superior quality and service.The Ions through
not be rung In,or H e double cocktail is ordered,the staff must ring In that Item twice.If a button Is not In the POS which we View every detail and make every decision has four parts.
system you must nobly the General Manager or Director of Operations to add one.
Our lrhro
$purs('Product)
If a dank gets spilled,or B made Incorrectly,it is rung in on a spill tab every time.Again,everything gets rung In at M930fgl!h'
our restaurants.you.99 management.must ask for an explanation for those each time. We are hosts.We welcome guests Into each restaurant as If It were our own home.We achieve guest loyalty by
provkling service of the highest quality.It is our utmost goal to provide real,genuine hospitality to our patrons,to
find the'yes'In every request.and to accommodate any desire.
Mcmorabift
We are memoryanakars.We keep guests coming back for more try delivering emotional experiences.Long after the
Last Creative cocktail is poured.and the last bite of dessert Is licked from their lips,our patrons will remember not
lust the excellent food and drink,but the superior service,the everyday approachability,and the overall experience.
I/lgaft{lllk
We are Industry mavericks.We are tralibiaiers,setting ourselves apart from the competition by developing
Innovative concepts that drive the industry forward.We assess the market conditions to create hospitality brands
that stand out in the pack.
C9117MU p
We are buslneeapeople and philanthropists,do-gooders and hard workers.We believe that driving revenue for our
Investors and bettering our community are not mutually exclusive endeavors,it is our mission to create prof"while
taking care of our team members,providing meaningful service to our guests,and championing causes close to our
heart
191
41
Our Brands Grabittles
Staff must realize that along with great tippers come a low poor tippers as well.You should never approach a guest
Siena 1 area, regarding a grebiRy for a staff member or grant permission to a staff member to approach a guest.Such or action
will result in Immediate dhiciplinary action.
Four ed yet 2013 oppruaIn
Rtyer North
Swatch'ilehan reelaurert Staff should never discuss gratuities white on the poor.
•
Founded to 20131n River North
• Automatic greturties are ONLY applied to private events.bottle service,end parties of E or more
Pllfitg&PLDs o This policy Is subject to change.Reese take note of Information listed on current menu designs
• Old World slaekhouse with modem sUttamable meet and seikfuod offettro 0 • N the meth a guest hes done on the credit card receipt Is Incorrect,or the guest leaves with the signed copy,
• Founded in 7015 in rhe LO" but en imprint of the tip is visible,a manager MUST sign off on the Up or receipt copy prior to you coming the
chockl
Bar Sierra
• Casual yet refined'From Scrinch'Relief,astery BAP SIENA robs
Founded In 7015 in the Wet imp Bartenders must collect a credit card to run a tab,and these cards should be tripled then together in a secure place.
• Old Orchard iSkoky.ILI location founded in 7022 Even other staff,promoters and Investors ere Wolfed to give these materials Over to any bartender unless
otherwise stated by management.Servers working Main Bar tables must aho collect a credit card for bar tztbies
Bomb000r rgt� rmut
Misanal dougnnvts.house mean pinto.and vert cones arc dosser,be.ereges dU111BO0Allpflert1
Credit dRd DeDtt..Caro�!aR-�a[.tions
• Founded In 2015 in the West LOW Identification Is required of anyone wish Ing to use a credit of debit card at our restaurant.it is staff s responsibility to
verily the identity of the cardholdef oy ensuring that the names match on the credit/debit cant and I .caro
Barrio
• Urban eopNstketed MaxiCer eetery W M eripersive teouria and MWCAJ AW Bartenders 6 servers MUST o0eect the signed'Merchant'copies on all transections.Not doing so is a payment
Offerings and high energy Nbe 8 A rt r�R 10 procesaing error and will result in a written warning.
• Founded M 2017 River North .S
Furthermore,R K their responsibility to ensure that the signature the guest leaves on the House Copy matches that
130dcgo 0 of which a on the back of the credit/debit card and Identlfkcatton Card.It this infomtetion has nol been checked.
• Rautkde speskbey rightduh with IN@"*We 0 nrwrgetkr.n1 ears then this is the most common occurrence where a guest may Issue a ehargeback with their bank.If proper
information hes not been obtained by the bartender or server,that empioyee must be written up:repeat
Rwrdem,81-N occurrence$may result In termination
•
Grandiose ole world event Boom in the Mart of the Loop edlacent ro the Chicago River ptp�
• Founded In 201A In the Loop S U I D E R S Dbarpe,Voids 6 Dbcmntx
Some guests have specific needs from management or owners to I.lsus comps,voids,&/or discounts.Some of
!ne eaRD7 these will be known in advance,some will be errors.the reasons are endless It something b l0 be Comped Or
• Lowxey.nigh mom Amencen haMurant with crag cocktails sna high energy _ _ discounted that is up to you,not the staff.Ploass never assume that someone will be Comped Or dbcoUmed for any
entertainment BANDIT reason.As on e:emple.just because a guest was comped by an owner the day prior,does not mean that this will be
• Founded In 20191n the west LOW the case attain.
c Sande on 2
Ntghtetub feettring Itve cls M[he wsn!kends When you need to ask a manager to comp,void Or discount aOntathirg YOU must=
o Founded in 2021
Rad(o Room RADIO • Prim a copy Of the check.
• MusiUmspired Span Bar with American fere ROOM • Circle the Item t0 be compad(rerety voided)and write a door reason for the requested comp/void.
• Founded in 7021 In River Nish
• Give this check to a manager.
L V YDidg
Holistic Greek cuisine from an all wood-twmtng hearth kitchen will, Pit ass be aware voiding is QnbLUS .,to 10rrlM%WM&JtRill.Sp4SASg that were NEVEgd1aft.Therefore,do not request
klykonten high energ.mites (,1 I? _` a Vold for anything elle.If something is to be comped or discounted is not your decision,but the managers.
Founded In 7022 in try West loop
EIDDh=QI=UrIfS
• Hourly Employees of our restaurant are entitled to 8 50%off discount(for their consumption only)at
DlneAntk:Hospitality restaurants.This does not include family members,friends,significant others,etc.
Discount subject to blackout datas/tlrnea/ioeations
a Not valid at Bodega:Bond"an 2;Radio Room on Fridays h Saturdays after 10 pm:or select
beverages and food Items
51 lei
Payment Policies and Procedures Introduction to Service
Asyme rt Abfhaah
We accept many different methods or payment:
• Cash What bGroatNo
Groat SsreT
• Credit Cards:Visa,MasterCard,American Express,Discover Service is how sti staff members treat a guest from the moment they arrive(or call)until they depart The focus of
•
Digital end s: k, as Cards service is the guests'needs,wants and well-being,Providing great service means to understand,anticipate,and
g y9 fumik guests'needs
o These are swiped as a normal credit caro from the Gift Card screen
• Staff Incentive Gift Cards(see instructions behyw) Great service la greCIOUs,knowledgeable,sincere6 warm.Tlmey and onergebc in fashion,greet service fulfills and
• DlneAmlc Hospitality Comp Cards exceeds guest expectattons.Greet service means big smiles,confident eye contact with the guest and tecogriring
O These are processed as Rewards and romembering them ane their names.Grist service ki quick and precise,seemingly effortles&and always
e Check the balance of theta cards on Paytronlx or on dtneamlcdollars.eom unobtrus".
• DineAMic Rewards
These are processed as Rewards Who Is a Guam?
• Open Table Gift Cards(Digltal) Anyone who enters our restaurant Is our GUEST,not a'customer.'and should be referred to accordingly.Wrig a
These are entered.like you would a regular credit card transaction customer is a transactional experience;Being a guest Is a transformetWtr experience.A guest is someone we treat
as though they are In our own home.
OrWR and Debt Card Trionsectiona
Identification is required of anyone wishing to use a credit or debit card at a our restaurant It is stalls responsibility So,let's take a moment to consider your focus during service:the guest
to verify the Identity of the cardholder by ensuring that the names match on the cradlt/dabit card and I.D.card. • The guest ie the moat Important person In our business-
. The guest is NOT dependent on us,we are dependent on them.
Staff MUST collect the signed'Merchant'cop es on ell transactions.Not doing so is a payment processing error and • The guest Is not an Interruption of our work.They are the purpose of it.
will result In a written woming, • The guest is doing us a favor wham bringing us business through their patronage. it is our Job to rec)oroiwe
and provids a great experience.
Gurthermore,it Is staff's responsibility to ensure that the signature the guest leaves on the House Copy matches that . The guest Is not just a means to a gratuity.They are human beim,with feelings and should ALWAYS be
of whits is on the back of the CraidiVtleDtt card and identification card,If this information has not been checked, treated respectfully.
then this Is the most common occurrence where a guest may Issue a chargeback with their bank.It proper A guest deserves the most courteous attention we can provide.They are the foundation,fuel,and life of our
information has not been obtained by the bartender or server,that employee must De written up:repeat business.They provide our livelihood.Without them,we would have to close our doors.
occurrences may result In termination
Seven Service Standards
Quite frequently,we as a restaurant receive guest Inquiries regarding their tabs in addition to chargebacks.A guest A!YelCpmigg Afflfuda
may issue a chargeback for numerous reasons,so it is Important trial we collect Omper information to ortnrrnt any Our restmurant Is a friendly and comfortable place to rabic and las entertalned.It is Important to project that Image to
tort of fraudulent activity from occurring each and every guest atall ftages of their experience.
• Identification Is required of anyone wishing to use a credtVdeblt caro at our restaurant
• It Is staff's responsibility to verify the identity of the cardholder by ensuring that the names match on the Being welcoming Is more than greeting the guest when they enter our restaurant it's being Mandy throughout the
credit/debit card and LD. entire experience so that guests always feel comfortable. Show off your personality,he"fun,and smilef By doing
• Furthermore,It Is their responsibillty to ensure that the signature the guest leaves on the House Copy so,the guest will feel at ease,allowing them to have a more en)oysWe experience.
matches that of which M on the back of the credit/debh card and IdenitflCAtlon card.H this Information has
not been checked,then this Is the most common occurrence where a guest may Issue a chargeback with Professionalism;
their bank.If proper information has not been obtained by the bartender or server,that employee must be Our atmosphere is comfortable and must with a balanced level of refinement-However,a casual atmosphere does
written up;repeat Occu"Prim may result In termination, not warrant casual service.Treat each guest with courtesy and remember that you are a representative of our
DBNfned CrN R Cali restaurant.
If a guest's credit card is deck tied,staff is not permitted to direly say that the card was declined,as that might While we encourage personality and a friendly atmosphere,you must also maintain your composure and adhere to
embarrass the guest In front of others.The proper wording should be that'Our system seems to be having trouble upscale dining service standards(to be discussed latoo.Since restaurants can create a svawful environment,It is
with that particular card'and staff should then ask for another.if the matter is not resolved,staff may contact you important to keep your composure,carry yourself with dignity and have conndenco M your ability,regardless of the
to assist In resolving the Issue. pressures of your job.Using professional language.both verbal and non-verbal is vital.Some guests may not have
the highest expectations of our restaurant and level of service,this la e chance to exceed them.
On lh0 rare OCCAEIOn that a mm la tleCllmetl,and that guest has no Other melhotl Of payment and n0 One Else to pay
for the tab,they may need to call their bank for awlstance.Police involvement may be required,but only as a last prWMKngtlik4 M g Salesmaftship
resort. In order tis serve the needs of each guest,it Is necessary that each employee have a deep understanding of their
restaurant and Its Offerings.Because guests will have an unlimited number of questions,knowing the answers is
171 ai
Imperative to building a trusting relationship- tenter of the cork,screw the worm in but not quite through the Cork,slowly lever the cork up and edge out,and
plats In your pocket/opron.If possible,use only two ringers to remove the cork;them should be no popping
You will be required M know our menus Inside and out,important details about the restaurant and its surrounding sound.
areas,aro upcoming events antl promotions The more you know,the more you can attend to each guest's needs . After the cork has been removed,wipe the Up of the Mottle.Do not sniff the bottle or the cork.
and Inquiries, It Is one of the beat tools you have,and a surefire way-to build trust with our guests. . Pout a small taste for the ordering guest and allow them to taste.Of It Is acceptable then fill the other guests
glosses first(ledl/la first and Man gentlemen)and Men return to the host last to-top otr his/her glass
It you are war asked a question by a guest that you cannot answer-tie honest and tell them that you are not sure . If it Is a Rod wine then leave the bottle on the table,If White then place in a wine bucket and cover partially with
and will find out for them.Do not fake an answer-guests often know more than they show and being Caught tying black It an,
undermines your personal credibility as well as the restaurant's Imagp . Always be attentive to filling glasses;guests should never have to fill their own glasses.
Product krowledge will a"allow you to easily upsell.Good salesmanship is an Important attribute for great service. Qarryfng Out the Order for prsmpsghe
There are three elements of effective salesmanship: If the guest has a bottle preference In mind,still make recommendations.Here is your chance to up Gall;
recommend hlgh-end champagnes to increase check averages.Do not come off Intimidating;If a guest IS Set in their
Kf1 91!$a_OS"Ijict--Thorough knowledge of the menu allows you to upsell antl win the Confidence Of the
guest choice do not try to push them elsewhere on Iiia menu.AS the server it is your responsibility to take the order.The
Garver then notlr{es the stocker of which table toqulrl6 an Ice bucket for champagne&glasses.The server Is Men to
ring the Crottle In,which will then be provided try the harbeck.The server walks the bottle to the table with the proper
KrMMO ap pjQjLQM§—Knowing your guest,their needs,and the type of experience they are looking for glassware&presents the bottle.
• We use"flute glasses for our champagne.Always bring the proper gtasswors.and make sure It Is clean.
Opirfldttrm—Allows you to control your guests'exparlerce and build trust polished¬ chi
Aped or cracked.
• ice bucket filled%with ice arta V•with water
mfFRess • Black serviette
Very rarely do guests notice when things happen in a timely manner,but K Is virtually guaranteed that guests will
notice when they doral.Timely service is Important for the following reasons' plissioryris&Servfr4fthe Solve
Present the bottle to the dining room as you move from the bar to the table
1. Flrst,it helps the restaurant maintain a successful pace,of operation. Time standards exist so the front and
back of hnusn remaln In sync : Never hold the hoofs the neck_
2. Second.end most Importantly,It creates a smooth experience for our guests and those that follow. Stand to the right has!(Ordering guest)and repeat their other(brand,varietal,&Nnfage).Sometllnes the
guest may oath t to touch
h Me bottle to check temperatures.
Efficiency • Once the host has confirmed that all is to order,cut the foe around the rim of the bottle without turning of
in order to operate efficiently.we must operate smoothly.When things become cha0lic,we must counter that by twisting the bottle and place In your pocket/apron.Unscrew and remove the cage over the cork.Remember,the
keeping cairn and maintaining control. cork may pop any time after the cage Is removed.so always place your thumb on top of the cork,and always aim
away from any guests and yourself.If it Is more comfortable,place a napkin over the cork to add more protactior
Anticipate,Anticipate,AMiciostai Anticipate business and the needs of our guest Be proactive not reactive.This when opening the bottle.Tum the bottle and ease the cork out while keeping the cork stationary.
means get ahead of a problem before it arises.Work as a team,At our restaurant we never plan for a sic*day. • Offer a small taste for the ordering guest and allow them to taste.It It is acceptable then fill the other guests
Being busy to good;being in the weeds is bad. glasses first(Ladles first and then gentlemen)and then return to the host toot to'top ofr his/her glass.
• Place In wine bucket and cover partially with black linen.Always be attentive to filling gtassere;guests should
CpnS15[dnCy never have to fill their own glasses.
It Is not enough to provide service that exceeds expectations occasionally,or most of the time.The service must be
consistent ALL the tini in today's highly competitive market,we cannot afford to allow our service standards to "+Never lot guests pour their own drinks.Remember,your section is your own private cocktail party and you are
waterer.It is Impossible to Instill trust and exceed expectations H we are Inconsytent Think of your favorite the ho-,W Just as you wouldn't let someone as"himself or herself In your home,they shouldn't have to serve
restaurant•odds are that you can go[hare and rims times Out Of tan,your Favorite aleft will taste and look exactly
themselves at Lyra either.
the Game. The same goes for level of service. Consistency Is the sign of a well_run operation. Conerstency cr fetes
return vielts.We cannot develop'rrgulars'If we Bre no consistent.
Hosvifellfy
Hospitality Is the most Important element of the service and experience we provide.Hospitality is all about the
attitude and way we take care of our guests.To be hospitable means to be cordial,generous,wean and sincere
without expectinga reward,and to take care of guests with kindness end generosity-ALWAYS.Hospitality is a
disposition and attitude towards all that come to us.Being hospitable means t0 be on the guests'side.t0 do
whatever we Can to make sure they feet welcome,special,appreciated and taken Care of as we would treat guests
in our house.
71 181
Bottle Service Service Policies and Procedures
We may offer champagne.wine,and spirits as a bottle Service option(we do not feature a bottle service list for Samoa SyaMm
spurts,Inquire with the manager on duty If this is rearrested). Our restaurant emphasizes teamwork d treating each other respectfully,All of us'dishwashers.barbacka.
bartenders,servers,bussers,hosts&managers work together toward the common goal of providing our guests with
Know the bottle Service list&pricing.Always offer a SUggastion.For example,if people are looking to do Vodka, a great experience.Comments such me'That b not niy job'or rudeness towards teammates does not M our
suggest Grey Goose.Make the guest feel Important and appreciated:avoid talking down to guest.Bottle service can company culture and mentality.it is the job of all team members to elevate the guest experience and It is your job as
Do an intimidating experience and It is our Job to make guests reel Comfortaole and at ease. a manager to help Create a positive mindset.Rudeness,condescension,and lack of respect he"no piece here-
everyone contributes a necessary part to our success.
Preparing)"w table for Bottle Sefvfoe
It is your responsibility to oversee that all Rema necessary for the bottle service are ready to go.Always make sure Your Reatsurs.tt
guests have proper glemwere:there is nothing more frustrating than Spending a great deal of money on bottle Conskier our restaurant as your own.You are in control of the entire show,treat It this way.When guests are coated
service and then not having the proper tools to enjoy R.Great bottle service Stems from attentive.service,product In our restaurant we want to erSure that everything is clean and In piece.Therefore.we should always be scanning
knowledge,and providing the proper tools for the guest to enjoy their experience/ the entire space(floors,tables,rastroorns,etc.)to make sure Items are orderly and in Meir proper place.
For wines that are offered only by the bottle,a cif will print from the POS with the name of the bottle rang in,which Accordingly,you should take care to know your restaurant Inside and out One of the Kays to great service antl guest
you will then&a to a barback to retrieve for you from wine storage. satisfaction is confidence.Being able to explain your concept and knowing your food menu,specialty cocktail menu,
and wine list will Increase your confidence,which will In tum make the guest feel more Comfortable.Addid"Ity,you
carrying out the order,for wfb should know every team member by name,including those that may not always be on site,such as your Events
It Is the server's responsibility to take the order and recommend higher and product and additional nems such 9e team member.
mixer
• Standard mixer with vodka bottle service are club soda,cranberry,tonic,and apnto.This also comes with If you are ever asked a question by a guest that you cannot arswer—be Honest.Tell them that you are not sure and
lemons,times,oranges,ate. rind out for them.
• Standard mixer with rum bottle Service are Cola,Diet Cola,etc. . If you cannot find the answer,ask or Cali another manager or take the guest's phone and email to follow up
• The server then notifies the Stocker of which table requires bottle service.and for which Specific spirit so the with them when you do.
Stocker Can provide the necessary mixer,Ica,a glassware and get these hems to the table Do not fake an answer-guests often know more than they Show and being caught tyirg undermines your personal
o For example,you'd say,'I mead a vodka setup at table 43.' credibility as well as the image of your restaurant.
• The server is then to ring the bottle Im,which will then be provided by the ba beck.The server walks the bottle to
the table,which by this time has the appropriate mixers and glasaware,and mixes cocktails for the table to their lour Secbm
preference, you get to control the guest experience and your own Income In your section as if it were your own miniature
• Check back throughout your taWe's experience and make sure they have enough misers,gemishes,and full baVr'estauranl_Treat R this way.
drinks,offer to pour shots,etc.Also make sure the table IS constantly tended to for cleanliness. • When gUeStS are set In your section.Just as you would In your own home,make sure that everything Is clear,
and in its place.
larryhhg Out the Order for Wine • You must be in proper uniform and have all your necessary tools listed below.
If the guest has a poll to preference in mind,stili make recon mendaWns and suggest items for food pairings.Here • Always be aware of and within eyesight of your Secction
in your chance to up sell;recommend higher quality wines to Increase check averages.Do Trot Come off Intimidating; . The host will always no"you when you are seated,try giving you a lova letter.However,if this does not
if a guest IS Set In their Choice do not try to push them elsewhere on the menu.As the server It Is your/esponglblllty happen for any reason and guests are seated at your table,Check with the hostess.
to take the order. • It la Imperative to good service that you are attentive and anticipating a guest's needs before they do.
• We use the larger Bordeaux glasses for all Red wine purchased by the Dottie(HTB).The smelter wine glasses are
only to be used for the glass pours of White wines.Aiweys bring the proper glassware,and make sure It is clean. Miss an PAsos
polished¬ chipped or cracked To provide excellent service,we need to be prepared with all required loco and materials needed for service and
• Addltlonal tools include:tee bucket or wine chiller for White wines only,Black napkin,Corkscrew need to know where to find everything. Thus,roil ups.adhering to a side station map,and completing scheduled
• The server is then to ring the bottle In,which will then be provided by the barback.The server walks the bottle to side work Is paramount There will always be opening side work as well as closing duties. The closing server will
I
he table with the proper glassware b presents the bottle.Never touch the bowl of the glam:handle by the stem assign those duties and you must obtain their sign off before Doing checked out
only.For wines that we offer BTB ONLY,a chit welt print from the computer you ring that bottle at and you must
give chit to a manager to retrieve the bottle. --
foe-a Say NO
Presenting&Serving the Dom The one word that we never say at our restaurant Is No. Always strive to say Yes. There is always on artemativa
Present the bottle to the dining room as you move from the bar to the table. toe guest's request.and R is our job to find that alternative and accommodate them. If you are unable to grant a
• Never hold the bottle by the neck. request for a guest reservation or walk-in,try to accommodate them at the bar,at a later time,the next day,even
• Stand to the right of the host(ordering guest)and repeat their order(brand,varietal,b vintage).Sometimes the at a different restaurant.If a guest wants to add bacon to a sandwich,and you are Informed that we are out of
guest may want to touch the bottle to check temperaturesbacon,try turkey bacon.etc.Thera is always another alternative;Txd'should never be an anawer.
Once the host has Conmmhed that ell Is to oder,cut the tori around the rim Of the bottle without turning or
twisting the bottle and place In your pockerVapron.Cut any chalk or wax away,and insert the wine key into the
iS1 8i
Swan Theory Promotional Mention
Being on the floor is kke oemg on stage ano wnffther you realize It or not,you re continuously sending non-verbal During the guest experience,we must always find an organic opportunity to mention an initiative at our or another
signals to our guests.The gestures you make,the way you wBtk-even your pace-send messages to those around restaurant of DlneAmk:Hospitality, It can be a day part(brunch,lunch),a menu Item,or on upboming event.
you.This IS where the'Swan Theory'comes in to play. A swan is very graceful above the surface as it goes • Exampki: I'm So happy you like our ice croam. You know,our sister restaurant Bombober has amazing
throughout its day,but under the wa ter.their legs are scrambling to keep Upf tt's Important to appear to be Calm In gelato. You have to try AT
Oil our standard routines,even if you are testing flustered. • Second Example' Diel I hear ynu any you like champagne?We actually have amazing mimosas at brunch)
As you move through the restaurant it's Important to move with a series of purpose and work efnctenty. our P esantMMg Nle Check and Thanking the Guest
restaurants ere extremely busy,and a lot needs to be accomplished. Every action must be purposeful and graceful. When our guests are ready to leave,the bartender or server must
Whether you are seating guests.helping bUs a table,or walking to the kitchen,the focus mustremain on guest • Present their check to them.
optics. • Stay In their section
Run credit card(s)or make Change as necessary.
Love Letter • Bring credit card silo or change back to the guest They must always provide an Itemized copy to the guest as
When guests make reservations leht of by calling or through open Table)notes about then preferences,allergies, well and circle gratuity,(if applicable)on the Itemized copy every time
and other Important details should ba documented.When the guests arrive,the host will provide this informaWn.
Thank our guests for visiting and ask them to come back soon.
which we Ibh a Lova Letter,IO the Sarver t0 ensure a personalized experlenCe.Throughout service.811 beam
members(host,servers,and managers)should take notes to update the Love Letters as guests share their likes.
dlsllkes,and any other predilections. Some of this Information may be given directly,other details may simply be
observed.Regardless,as much information about each guest should be added to their reservntktn notes and
commun{cated with all teem members.
For example,a Love tetter may indicate that a guest has dined at the restaurant before,and that they neve a dairy
allergy. This Information would allow the server to great the table by saying. Welcoming back]We're so gbio you've
joined us again.'And then later,'We've made the chef aware of your dairy al iergy,are there any other al]ergie3 or
dietary restrkttons we should be aware of?'
UnMbrme and Presentation
Part of providing good servile Is personal presentation.All staff membena are required to kook professional and OMIT
groomed.Uniforms must be always clean.Improper drags will not be tolerated and will result In being sent home.
An dress code garments must be property fkted and/or tailored In excellent conditlon.Clothing shouldn't be
restrictive or Impede movement Must be ironed,clean,and free of fading or pilling Grooming for all employees
must be neat-professional,ani well kept,Employees are expected to exercise good judgment and dress in a
manner consistent with these professional aUndards.
U119,2M
• Please see'Look Sock'for clothing sliedfiics for your restaurant.
4 Shoes:Closed-toe,811p realstaM footwear In dark(black or brown)cotom,Draw shoes,boots,loafers,
oxfords,or clogs.Must be clean and In goott repalr.The footwear you choose to wear at work may pe
damaged by your work envlrorment/surroundings.
• Requirements
o Groomed/Poached
o Clean fresh Makeup
Neutral Nails
o Simple d Sophisticated Hair
No HaWColorful Accessories
Bops ongueli
Guests notice everything and(Fmd oft'your energy/mood
• Always smile and stand up straight
• Never use profanity or talk about guests in earshot of other guests.
• Make eye contact
Avoid pointing.When indicating something or someone,always direct a guest's eyesight with an coon hand
9
141
Water Service . Stand stralghL Do NOT lean on the host stand.
Water is served once the guest Is 5eated.Offer water optklns In the following order:Tap,Pellegrino,or Aqua Panne. • When coming across a guest on the floor,always IM them have"right of way.
Guests will most like remember the last thing that you offered.This Is another chance 10 up sell . Do NOT engage In lengthy non,work-related conversetlons with other team members.
• Glassware for bottled water service Is a white wine glass.In the event a guest orders bottled water,the
service member is to ask N the guest would Oka any citrus(lime,lemon,orange,grapefruit,etc.)with Slit Mumbo
their bottled water. We do not raffle off drinks or food nems to guests.This is where 4 Is vital to use proper seat numbers In the FOS.
For regular tap water.Collins glasses are used. Using seat numbers teas food runners where to place food and reminds you who has which Item as wall.it Is very
• As a manager,you must keep ensure that support staff Is not bringing out tap water right when guests Important to keep everything organized through these methods of communication among the entire staff,especially
are sestad H tep water Is brought Immediately,It will eliminate any thence of a bottled water satefor managers when reviewing your tables/taba.
• Seat 01 always faces the door and is not always in the same position at each table.it changes
OoAbe a Tea Servloe depending on number of guests,among other factors.
All coffee,esoresso,and Iced tea must always be brought out with sugars&sweeteners,cream(for coffee),spoon, . We always account for sesta that are not full.For example,If a group of two is sitting across from one
and an under plate. another at a four top.the person facing the door is seat e1,and the person across from them would be
• To remember this assay,use the acronym CCSS:Coffee,Cream,Sugars,ypoon Seat 03.
• The sugar caddies should NEVER be brought out to the table without all FIVE sugars:while,pink,blue.
yellow,brown POfISMd Language
Good manners are essential to providing elevated service to our guests.Here are some of the mast common words
ResponaMla Afeohof Service and phrases that should be Incorporate Into your vocabulary while Interacting with guests and teem members.
Our staff(including youl)is responsible for evaluating whether we can conscientiously serve an alcoholic drink to a V&_a fully C+vnmlLis:C1015 mnInC,
guest.There are three primary conditions under which we may NOT serve alcoholic beverages to a guest: This Is a more pleasant and positive way of saying we are booked,or we don't have any availability,
• If the person ordering the drink seems to be below 50 years of age.It in doubt,verify the age by politely
requesting an ID. lvease
• it the person Ur visibly Inebriated.Signs for Inebrletiors Include: Any time you ask for something,it's always a good Was to add this word to soften the request Use it ir a way
o Slurring of speech that shows your sincerity,so that it doesn't come off as sarcastic.
o Problems with balance
-., tack of Inhibitions(Ex.Taking off clothes) You're.Welcome
• If the person Is a known abuser of alcohol When someone says.'Thank you,'your Instant response should be,'you're welcome.''you're certainly
welcome."lir some variation that fa"comfortable to you.Another way to express the same thought Is,"1
In addition,we have a policy of serving water on the side to guests who we ordering their second and/or additional was happy to do it"'or"My pleasure."
drinks
-
MAY L
Chiselling Back The phrase*may I'puts you on the same side as the person you are speaking to,and you sound leis
Right after food Is dellvereo Is one of the most crucial times of service.Servers and bartenders must approach their demanding then It you were to leave it out
guest(s)within two minutes of food beirg dropped to scan the area to make sure that all ordered items Including
garnishes and requested accompaniments are present.They should also check for empty,glasses or bottles:This Is Easy Mfffi:
a great tints to sell more beverages. This Is an ecknowleegment that you are asking forgiveness for leaving the table.coughing,or othar mo
disrupting something you are engaged in
2.22-2 Rule for SOMI
• 2 Site Rule-Check back after 2 bites each food course delivered to a table fttMLn.Me
. 2 Minute Rule-Greet tables&check back within two minutes This phrase is Interchangeable with'excuse me.'Pardon me sounds more formal
• 2 Foot Rule-Great all guests that come within two feet of you
• 2 Inch Rule-Offers drink refill when drinks era down to 2 inches Use t your AaMpf)
Use this phrase When asking someone to repeat themselves.
Wreppfng UA I'm Sony
When a guest has finished their entreWmain courses,the table should be completely cleared of everything besides When you make a mistake,'I'm sorry,'is the first thing you should always say.Follow this with an attempt to
drinks and then completely wiped down. Once that is done,dessert menus should be brought out Staff should
always mention specific desserts to entice guests.After dinner drinks should be offered as well:espresso, rematllate the issue."I'm sorry,we had your reservation at 3 Dm.However,we are able to accommodate you
now'
rappuccin0,Flirts,tligestifs.81x.
Sen/ffzat/on Fee How.WQulgyou likeSna(WQparILr1�
When Inquiring about meet temperatures or other guest preferences,this phase Is more eloquent then"How
A 3%fee will be.added to all cracks in order to ensure a safe and sanitized work environment for our valued team would you like that cooked?"
memhers This charge may be removed upon'equest.
131 101
tyy rdsA.nd phrnsi s.to Aynkf. Perfect Chock
• No Problem:This can seem abrupt and confusing.Use'You're welcome'instead A perfect Check is achieved with a start member completes sales of a battle at water,specialty Cocktail,antipasti,
rep.Yeah,and Nope,These words are rude versions of yes'and'no.' soled,entree,dessert,and an after-dinner drink to a guest.Each time a staff member achieves a perfect check,they
• Guys,Gals:Avoid using gendered language should print that receipt and present K to the manager on duty.Perfect checks will receive„staff gift cardol
• f.urse Words-These are Crude and potentially offensive
• Anything sexist racist,or derogatory to a specific group:There is never an appropriate time to use TICAEi Thrral A ft"The Red Flag
offensive language Company policy dictates that no food ticket will take longer than 15 minutes and as Such,sarvers/barTe.nosrs must
raise the red flag It and when a food item for their guest has hit the 15-minute mark. if a red flag is raised,it Is your
First Approach job as a manager to go and check on the table,apologize for the Coley,and let them know how much longer their
Servers must follow the First Approach.The First Approach is a series of steps to take when take when taking care of order will take.Read the guests and lf necessary,get them a round,buy a dessert,etc.
e guest following these steps will ensure excellent hospKailty,end will help Increase your Chances of upseliing,
which will effect your Check average.The stepo of the First Approach are to: We also employ the'red marker'method. This Is a system that allow for efficiency and non-verbal communication to
• Introduce Yourself occur between FOH and BOH. This method is handled On the expo line by the Chef. A time will be added to ek chits
• Inquire It They've Dined with Us Before that are running pest the 15 min mark. As you are coming to the kitchen,you can seen the expo line for these red
o If returning,welcome them beck) marks and times that are above 20 mins,at which point you gel or the floor and buy some time with those guests
by touching the table.
if new,give a brief overview or the concept
• Pull Extra Piece Settings/Manus and fan Out Plates Tebfe Marking Between Counsels
c This signals to a manager that the table has been greeted Between courses we want to be sure that tables are cleared end'marked'for the next course-Staff should be
• Water Preference clearing plates at the same time,so as not to rush other guests that are still seting.However,if a guestputs their
Ask them If they Would prefer tap,still,of Sparkling water.Your bussse should be clone by so that you napkin on theft plate,moves K out of the way,or otherwise signals that they would like K cleared In any way,then
can let them know the type of water your guest deslres.Believe K or not water setas can greety clearly it Is acceptable to do sol.Make sure that all plates and silverware are rleared between courses;the bar/table
Increase your crock average,and that means more money tar you. should be cleaned of any sugar packets,debris,etc.,and completely wiped down.The only things that should
• Inquire About Dietary Restrictions or Allergies remain are drinks and Water.
d Assure the gUeSb that the kitchen will be notified
• Menu Navigation Reset the table/bar with new silverware(by using a marking tray)and now share plates.N applicable.A marking tray
o Navigate the beverage menu and take neverage order must be used for slNerwam,not.naw roilups This stop should be repeated between each course.Before check Is
o After beverages are delivered,navigate the rest of the menu and take food order dropped,the bar must be clear W all plates,silverware.garbage,Crumbs,etc.
Aftf#- Taking a Beverage Order:
Company policy requires that staff members siert management and kitchen management on any allergies inm When taking on order for beer,wine,or spirits be sure to gat the full name of the Kam,and to ask H they would like e
guests may have.BRIGHT Yellow allergy cards are utilized for EVERY guest that comes in with an allergy.This caro glass for bottled beer options.Our craft beers should always be brought out with the proper glassware,
rectos to be given to the Chef on expo within TWO minutes of order being rung In.In addition,alfefgies must be
noted on each Wket sent to the kitchen.
P►d0w OAMSWare NerMAn$
Taking an Odder: Trays are to be used at all times when bringing drinks to each the tables. The proper way to handle glassware is at
the bottom/stem of the glass,never on top where the guest may likely out their mouth or Where you may leave a big
Listen careful N and write each Item down.Repeat the order track to the guest to make sure it is acCumto(Including fingerprint of yours
temperatures On meats).
• When askingfor temp on meat,say'How would you like K prepared?',NOT'He.would you like a Cooked?" Glassware must never be stuck Into the Iter:use the Ice scoop to shovel ice Into a piece of glassware.If glass ever
• Always attempt to upsell throughout older process. breaks In the ice,the bins must be covered With a bar towel and the bofback notified.The Lee must be burned every
o Would you like Lester!with a soup of asli time there Is broken glass In the vidnity.
a What protein would you Ilke to add(Chicken,stook,shrimp,or salmon)?
o Would you prefer a bottle of wine(for grouse)? Swvtdg Food A Beverages
• Enter the order In the POS,scratching each item oft your note pad as you enter it and then recheck It one • Drinks should always be served from the right.
more time prior to sending to kitchen. . When food era beverages are being served,women should always be served first
If there is a spatial request for a guest,notify the kKdhen in person as well • When possible,food plates are served from the left,and cleared from the right
••Note Allergies••• . K you must reach In front of someone.make sure to say.`Pardon'or'excuse me'.
Allergies must be noted in the POS order,along with an Anergy card to the Chef on expo within 2 minutes of order Food 6 beverage items must be placed in Mont of the Coned guest.
.
entry . At our resteurart we never want to raffle off drinks Or food Items to guests.It is your responsibility to
Notify the Chef.MOD,everyonel ensure that neither food runners nor Servers are practicing these poor habits.
•
• An Allergy Card MUST De Need Cut EVEN IF THE MENU ITEM DOES NOT CONTAIN TNF AL1 ERGANI Addition My,all accompaniments,for example sauces.are to be brought out in a ramekin with on urkler
plate and on a tray.As an example.If a guest were to ask for a brittle of ketchup,we would never bnng
the bottle:all sauces are always served in ramekins.
11 1 12 1
July 14,2022
VIA USPS PRIORITY MAIL
Village of Oak Brook
ATTN: Rose White
1200 Oak Brook Rd
Oak Brook, IL 60523
Re: Project Apollo Oakbrook,LLC d/b/a Taverna Violi 1 260 Oakbrook Center
Dear Ms. White,
Enclosed please find a check in the amount of$2.000 for payment of the Application Fees associated
with Project Apollo Oakbrook LIX's Application for Liquor License.The license application and documentation
have been provided under separate cover.
Sincerely.
Enclosure
00012
CoNO��
Project Apollo Oakbrook LLC `
p 1 A A"ApCH OF R'IhT1tl:Sf RAND.N.A.
10 W.Hubbard St 70.2544/719
Chicago,IL,60654 7/12/2022
5
PAY TO THE $ "2,000.00
ORDER OF Village o Oak Brook
a
TM Thnusand and
tl►►►►►►►►►►f►►fflf►l►►R►►►►fl►#►►►►►►i*RR►►►►►4►►l►►►►►►►►►►►►►►►►f►*►►►►R►►f►►►•►►►►►►►►►►►►►►►► DOLLARS
Village of Oak Brook 8
26018 Network Place
Chicago, IL 60673-1260 `
g
AUT-40RIZED SIGNATURE
MEMO
The Village of Oakbrook for the license Application
Project Apollo Oakbrook, LLC 00012
Village of Oak Brook 7/12/2022
Date Type Reference Original Amt. Balance Due Discount Payment
7/12/2022 Bill Liquor License 2,000.00 2,000.00 2,000.00
Check Amount 2,000.00
Wintrust Operating Ac The Village of Oakbrook for the license Applicati 2,000.00
S»
VILLAGE OF OAK BROOK
1200 OAK BROOK ROAD
OAK BROOK, IL 60523
MISCELLANEOUS PAYMENT RECPT#: 666272
DATE: 07/20/22 TIME: 09:17:34
CLERK: Jwozniak DEPT:
CUSTOMER#: 0
COMMENT: LIQUOR LICENSE
REVENUE:
1 10 42010 2000.00
LIQUOR LICENSE
LIQUOR LICENSE
CASH:
99 1105 2000.00
CASH -PLD
---------------
AMOUNT PAID: 2000.00
PAID BY: PROJECT APOLLO OAKBR
PAYMENT METH: CHECK
00012
REFERENCE:
AM[ TENDERED: 2000.00
AMT APPLIED: 2000.00
CHANGE: .00