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HomeMy WebLinkAboutItem 10 - Wallis BuildingMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL • • RUMBELOW, FOP- MEETING DATE: TUESDAY, APRIL 15, 2014 SUBJECT: APPROVAL OF USE OF WALLIS BUILDING WITH RENOVATIONS FOR MESSINA HOF WINERY AND TASTING ROOMS RECOMMENDATION: City Council to consider authorizing the Grapevine Convention & Visitors Bureau to enter into a lease agreement with Messina Hof Winery at One Liberty Park Plaza, The Wallis Hotel. The Wallis was built in 1991 to help revitalize the north end of Main Street and to demonstrate that the reconstruction of historic Grapevine buildings would enhance the character of the Historic District as well as to provide office space for the Convention & Visitors Bureau. The Wallis was successful in all those arenas. Today we respectfully request that the Wallis be used to revitalize Grapevine's brand as a Texas Winery Tasting Room destination and that it be a draw to increase visitors to the downtown Historic District. The facility will be used as a wine production facility, tasting room, wine related retail store and event facility. The lease space will not include the public restrooms which are accessed from the south exterior of the building, nor the Reception Room located on the second floor which will become an exhibit space for the Wylie /Wallis Museum. Minor renovations to the interior of the facility will be under the direction of the original designer /architect Gary Skotnicki. Messina Hof Winery is recognized as the Gold Standard for Texas wineries. Their wines are distributed throughout Texas and 10 states. Of the 275 bonded commercial Texas wineries, only two others can make that claim. They operate with exceptional professionalism and success in two locations, Bryan /College Station and Fredericksburg. Due to their reputation in the Texas wine industry, Messina Hof will draw many new visitors to Grapevine. Their presence will also benefit existing Grapevine wineries much in the same way that the Gaylord Texan benefitted existing Grapevine hotels when it opened and has continued to do so over the past decade. April 10, 2014 (4:58PM) Messina Hof will be a full production facility, with both red and white wines being fermented on property and served to the public. In addition to their tasting rooms, they will have a significant retail component with high end wine related items and accessories. Public spaces will be maintained on the second floor for small group meetings or social gatherings. These spaces are available to the public with or without a wine event. The Bonarrigos have been very successful in creating a very social and family friendly atmosphere at their existing winery tasting rooms and the same will hold true in Grapevine. The proposed business hours are Monday through Thursday 10am — 7pm, Friday and Saturday 10am — 9pm and Sunday 11 am — 6pm. It will also be open additional hours for festivals and special events. This Lease will include no renovation to the exterior of the building and minimal renovation to the interior. All of the work will be led by the original designer /builder of the facility, Gary Skotnicki, who will pay particular attention to the period appropriate detail that the structure is known for. Major Lease terms: Rent $6,002.50 ($21 per square foot) per month for the first 4 years with a 6% increase in years 5 -7 and a 7% increase in years 8 -10 Public Use Public spaces will be maintained on the second floor that are available for public rental with or without a wine event. Tenant Finish Out Tenant finish out will be furnished by the CVB and considered by Council at a later date. Current estimates for the finish out are not expected to exceed $160,000 and will be funded from the Wallis Renovation Capital Improvement Project. In the event that the finish out is not approved, this lease will become null and void. Staff recommends approval PW M /sb April 10, 2014 (4:58PM) LEASE AGREEMENT DRAFT This lease, entered into this day of 2014 by and between the Landlord and the Tenant hereinafter named. ARTICLE I. Definitions and Certain Basic Provisions. 1.1. (a) "Landlord ": Grapevine Convention and Visitors Bureau (b) Landlord's address: 636 South Main Street, Grapevine, Texas 76051 (c) "Tenant ": Messina Hof Hospitality Management Grapevine LLC (d) Tenants address: 4545 Old Reliance Road, Bryan TX 77808 (e) Tenant's trade name: Messina Hof Winery (f) "Agent ": none (g) "Building Space" commonly referred to as 200 South Main Street Grapevine, Texas. Landlord's property is located in the City of Grapevine, Tarrant County, Texas, which property is described or shown on Exhibit "A" attached to this lease. With regard to Exhibit "A ", the parties agree that the exhibit is attached solely for the purpose of locating the Premises within the 200 block of South Main Street. The total floor area of net leasable space, within the building is a total of 3,430 square feet and tenant's proportionate share is 100 %. (h) " Premises ": The demised area of the Wallis Building has a gross square footage of 4,410 square footage. The Commons Areas and Museum Display areas are a combined 980 sq. ft., rendering 3,430 sq. ft. of net leasable space that Tenant shall occupy. Public spaces will be available on the second floor for small group meetings and social gatherings. These spaces are available to the public on a fee basis, with or without a wine event. (i) Lease term: Ten (10) years, from Commencement Date. Q). "Commencement Date ": (defined as the date that the Tenant takes possession of the Premises) (k) Initial minimum guaranteed rental: Years 1 -4: $6,002.50 per month or $21.00 per square foot No Lease payment shall be due until after Tenant's construction is complete and Tenant takes possession of the Premises or Tenant has completed its first sales transaction to the public, whichever is earlier. Years 5 -7: 6% increase Years 8 -10: 7% increase Landlord and Tenant agree that this Lease shall be renegotiated subject to the mutual agreement of the parties hereto 180 days prior to the termination date of this lease agreement. (1) Security deposit: $3,500.00, to be paid at the Commencement Date. (m) Tenant shall be responsible for insuring its personal property located in and on the Premises. (n) Permitted uses(s): Winery tasting room, on /off premise sales, wine production, education seminars, events and retail sales, food preparation and food services, and catering services. 2 Each of the foregoing definitions and basic provisions shall be construed in conjunction with and limited by the references thereto in the other provisions of this lease. Initial Initial (1) o ARTICLE II. Granting Clause. 2.1 In consideration of the obligation of Tenant to pay rent and of the other terms, covenants and conditions hereof, Landlord hereby leases to Tenant and Tenant hereby takes from Landlord, the Premises, TO HAVE AND TO HOLD said premises for the lease term, and upon the terms and conditions set forth In this lease. 2.2 The Landlord and Tenant may terminate this lease upon the mutual agreement of the Landlord and Tenant. ARTICLE III. Delivery, Occupancy and Acceptance of Premises. 3.1 By occupying the Premises, Tenant shall be deemed to have accepted the same and to have acknowledged that the same comply fully with Landlord's covenants and obligations hereunder. Immediately upon taking occupancy of the Premises, Tenant shall execute and deliver to Landlord the Tenant Acceptance Agreement attached hereto as Exhibit "B ". Landlord will provide warranty as to those items under its control for as long as the contractor's warranty exists. ARTICLE IV. Rent. 4.1 Rental shall accrue hereunder from the Commencement Date, and shall be payable to Landlord at Landlord's address. 4.2 Tenant shall pay minimum guaranteed rental in monthly installments in the amounts specified in Section 1.1 (k) above. The first such monthly installment shall be due on the first day of Commencement Date and each succeeding calendar month during the lease term. 4.3 It is understood that the minimum guaranteed rental is payable on or before the first day of the month (in accordance with Section 4.2 of this lease) without offset or deduction of any nature. In the event any rental payment is received more than five (5) days after its due date. Tenant shall pay to Landlord a late charge of 5% of the applicable month's rent. ARTICLE V. Common Area. 5.1 The term "Common Area" Is defined as entrance vestibule, hallways, equipment room, Wiley Family Hotel Artifacts, balconies, rear loading dock, Plaza stage and public restrooms. 5.2 Landlord shall be responsible for the maintenance of the Common Area, the manner of maintenance and the expenditures therefore to be in the sole discretion of Landlord, so long as Landlord's maintenance and expenditures (or lack thereof) does not materially affect the Tenant's ability to conduct its business. 5.3 Tenant agrees to keep common area clean and free of obstacles and any other liabilities. No overnight outside storage or displays are permissible. 5.4 Landlord agrees that Landlord shall not engage in or permit any action that would materially obstruct the visibility of the premises or tenant's signs. Exceptions to this inclide Landlord use of Plaza Stage, Liberty Park Plaza and City sponsored festival events including exterior Christmas Decorations. Landlord agrees that Landlord shall not engage in or permit any action that would obstruct handicap entrances to the Premises. ARTICLE VI Use and Care of Premises. 6.1 The Premises maybe used only for the purpose specified In Section 1.1 (n) above, and for no other purpose without the prior written consent of Landlord which consent shall not be unreasonably withheld. Tenant shall use in the transaction of business In the Premises the tenant name or trade name specified in Section 1.1 (e) above and no other trade name without the prior written consent of Landlord, such consent not to be unreasonable withheld. Tenant shall not at any time leave the Premises vacant, but shall in good faith continuously throughout the term of this lease conduct and carry on and in the entire Premises the type of business for which the Premises are leased. Initial Initial (2) L11 6.2 Tenant shall not, without Landlord's prior written consent, keep anything within the premises or use the premises for any purpose which increases the insurance premium cost or invalidates any insurance policy carried on the Premises or other parts of the retail building. All property kept, stored or maintained within the premises by Tenant shall be at Tenant's sole risk. 6.3 Tenant shall procure at its sole expense any permits and licenses required for the transaction of business in the Premises and otherwise comply with all applicable laws, ordinances, and governmental regulations. ARTICLE VII. Maintenance and Repairs. 7.1 Landlord shall at Its expense maintain, repair and replace the exterior of the building, including but not limited tom the roof, the foundation, parking lot and the exterior walls (excluding all interior glass windows, interiordoors and other interior openings; and interior painting or other interior treatment of interior walls) of the Premises in good repairand condition exceptfor reasonable wear and tear and except that Landlord, shall not be required to make any repairs occasioned by the acts or negligence of Tenant, its agents, employees, licensees, concessionaires and Invitees. Additionally, Landlord shall be solely responsible for the maintenance, repair and replacement of the heating and air conditioning systems, plumbing systems, existing electrical wiring and related systems; exterior door and exterior window failures not caused by Tenant or their agents, employees, licensees, concessionaires and /or invitees. Landlord shall also be responsible for painting the exterior wood of the building every 3 to 5 years. Tenant shall give immediate written notice to Landlord of the need for repairs performable by Landlord and Landlord shall have ten (10) days to make such repairs or replacements from the date notice is delivered to Landlord, unless such repairs or replacements are critical to operations, in the case of emergency health and safety issues, and /or related to Health Department codes. If unable to be completed within ten (10) days, commenced during such time and completed as soon as possible, but not more than twenty (20) days after notice is delivered to Landlord. Landlord acknowledges and agrees that in the event that Landlord does not make the necessary repairs or replacements as set forth herein or in the case of an emergency situation, Tenant may proceed to make the necessary repairs or replacements and deduct the cost of such repairs from the following month's rent and invoice Landlord for such repairs. Landlord's liability for such repairs shall be limited to the cost of such repairs. 7.2 Tenant shall keep the Premises In good clean condition and shall at its sole cost and expense keep the Premises free of insects, rodents, and other pests and make all required repairs and replacements, including replacement of interior cracked or broken glass, fire protections underand above the Premises; except for repairs and replacement expressly required to be made by Landlord under the provisions, of Section 7.1 and Article XIII. If any repairs required to be made by Tenant hereunder are not made within ten (10) days after written notice delivered to Tenant by Landlord or if unable to be completed within ten (10) days, commenced during such time and completed as soon as possible, Landlord may at its option make such repairs without liability to Tenant for any loss or, damage which may result to Tenant's stock or business by reason of such repairs, and Tenant shall pay the Landlord upon demand, as additional rental hereunder, the cost of such repairs plus interest at the maximum contractual rate which could legally be charged In the event of a loan of such payment to Tenant (but in no event to exceed 1 '/ % per month), from the date of payment by Landlord until repaid by Tenant. At the expiration of this lease, Tenant shall surrender the Premises in good condition, reasonable wear and tear excepted. 7.3 Any electrical, plumbing, and other utility outlets, fixtures, bulbs, tubes and other parts between the Premises and the curb in front of and behind the Premises (including any such items in, on and under any canopy) shall be maintained, repaired and replaced when necessary by Landlord, at Landlord's expense. ARTICLE VIII. Alterations 8.1 Tenant shall provide "tenant finish" plan to Landlord. ( "Tenant finish" being defined as after Lease is signed and Council has approved funds, Landlord will begin modifications to Wallis Building as per mutually approved Tenant layout. In the event that the necessary funds are not Initial Initial (3) approved by the Council, then this Lease shall be considered null and void, and Tenant shall have no other obligations hereunder. This work includes all deconstruction and reconstruction to a "finish out" level where Tenant can begin to install service and retail equipment along with winery equipment.) Landlord shall approve such plan in writing within thirty (30) days of the delivery of the "tenant finish" plan. In the event that Landlord fails to provide a response approving or requesting revisions to the "tenant finish" plan within thirty (30) days, then the "tenant finish" plan shall be deemed to have been approved. All unattached fixtures shall be removed from premises at the expiration of the lease by Tenant. All attached fixtures become property of Landlord at conclusion of lease except chandeliers and tracks for lighting and hanging systems. 8.2 All construction work to be done by Landlord within the Premises shall be performed In a good and workmanlike manner, In compliance with all governmental requirements, and preserving the integrity of the historic theme of the premise. 8.3 All future alterations must be approved in writing by the Landlord with regards to interior and exterior of the Wallis Building, after obtaining the necessary approvals of the Grapevine Historical Preservation Officer and /or the Historic Preservation Commission, such consent not to be unreasonably withheld. ARTICLE IX. Landlords Rights to Access; Use of Roof 9.1 Landlord shall have the right to enter upon the Premises at any reasonable time with twenty four hours prior notice (except for the case of emergency) for the purpose of inspecting the same, or of making repairs to premises, or of making repairs, alterations or additions to adjacent premises, or of showing the Premises to prospective lessees, but in no event (except for the case of emergency) shall Landlord's entrance upon the Premises interrupt Tenant's business. Use of the ceiling space above the Premises Is reserved to Landlord and tenant shall contact owner prior to any ceiling space access. Landlord shall have responsibility for the cost of maintenance and repair of the roof. ARTICLE X. Signs; Store fronts. 10.1 Tenant shall not, without Landlord's prior written consent, which consent shall not be unreasonably withheld, (a) make any changes to the store front or (b) install any exterior lighting, decorations or paintings or (c) erect or install any signs, window or door lettering, placards, decorations or advertising media of any type which can be viewed, from the exterior of the Premises, excepting only dignified displays of customary type for Its display windows. No political signage shall be allowed meaning no signage "for" or "against" any political candidate or issues. Tenant acknowledges The City of Grapevine must approve any and all signs, awnings and any other alterations made to the exterior of the building because of the historical designation of the downtown area. 10.2 Tenant shall, prior to opening the Premises to the public for business, install an exterior sign over the exterior of the front entry to the Premises. All signs, lettering, placards, decorations and advertising media shall conform in all respects to the sign criteria established by Landlord and the Historic Preservation Commission. Tenant shall keep all signs in good condition and in proper operation at all times. 10.3 Landlord may display an appropriate "For Rent" sign on the exterior of the Premises for the period commencing three (3) months prior to the end of the lease. ARTICLE XI. Utilities. 11.1 Landlord agrees to provide at Commencement Date, the utility service connections necessary to supply water and electricity from the pole to the building, telephone service and sewage service to the retail space sufficient for Tenant's Permitted Use. 11.2 Landlord agrees to pay all charges for water and sewerage service furnished to the Premises including initial connection charges and security deposits. Initial Initial (4) 111 IM-. 11.3 Tenant agrees to pay for electricity and gas. Landlord shall pay its pro rata share of electricity used in outside lighting and fountain. 11.4 Landlord shall not be liable for any interruption whatsoever inutility services not furnished by Landlord, nor for interruptions -in utility services furnished by Landlord which are due to fire, accident, strike, acts of God or other causes beyond the control of Landlord or in order to make alterations, repairs or improvements. ARTICLE XII. Indemnity and Public Liability Insurance. 12.1 Landlord shall not be liable to Tenant or to Tenant's employees, agents or visitors, or to any other person whomsoever for any injury to person or damage to property on or about the Premises caused by negligence or misconduct of Tenant, its employees, licensees concessionaires, or any other person entering the Premises under express or implied invitation of Tenant or arising out, of the use of the premises by Tenant in the performance of its obligations hereunder, and Tenant hereby agrees to indemnify Landlord and hold it harmless from any loss, expense or claim arising out of such damage or injury. 12.2 Tenant shall procure and maintain throughout the term of this lease a policy or policies of insurance, at its sole cost and expense, insuring both Landlord and Tenant against all claims, demands or actions arising out of or in connection with Tenant's use or occupancy of the Premises, the limits of such policy or policies to be in an amount of not less than $2,000,000.00 with respect to Injuries or death due to any one accident or disaster, and in an amount of not less than $1,000,000.00 with respect to property damage, and to be written by insurance companies satisfactory to Landlord. Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least ten (10) days prior to cancellation of such insurance. Duly executed certificates of insurance evidencing such policies shall be promptly delivered to Landlord at least thirty (30) days; prior to the expiration-of the respective policy terms. If Tenant should fail to comply with the foregoing requirements relating to Insurance, Landlord may obtain such Insurance, and Tenants shall pay Landlord on demand as additional rent hereunder the premium cost thereof plus interest at the maximum contractual rate (but in no event to exceed 1 '/ % per month) from the date of payment by Landlord until repaid by Tenant. ARTICLE XIII. Non - Liability for Certain Damages. 13.1 Landlord and Landlord's agents and employees shall not be liable for any injury to any person or damage to property caused by the Premises or becoming out of repair or by defect In or failure of equipment, pipes or broken glass, or by the backing up of drains, or by gas, water, wine, steam, electricity or oil leaking, escaping or flowing into Premises. (except where due to Landlord's willful failure to make repairs required to be made hereunder, after the expiration written notice to Landlord of the need for such repairs as provided for herein), nor shall Landlord be liable to Tenant for any damage that may be occasioned by or through the acts or omissions of third parties that are not the agent, employee or representative of Landlord. ARTICLE XIV. Damage By Casualty. 14.1 In the event that the Premises shall be damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance and Landlord does not elect to terminate this lease as hereinafter provided, Landlord shall proceed with reasonable diligence at its sole cost and expense to. Rebuild and repair the Premises and this lease shall continue in full force and effect. If the Premises or any part of the retail unit is damaged by fire or other casualty to such an extent that rebuilding thereof cannot reasonably be completed ninety (90) days after such casualty, then Landlord may elect either to terminate this lease or to proceed to rebuild and repair the Premises, or other part of the retail units. Landlord shall give written notice to tenant of whether it intends to repair or rebuild the Premises within thirty (30) days after the occurrence of such casualty. Notwithstanding any provisions herein to the contrary, in the event that Landlord cannot complete the necessary rebuild or repair to the Premises within 120 days from the date of the casualty, then Tenant shall have the right to terminate this Lease in its sole discretion. Initial Initial (5) 14.2 Landlord's obligation to rebuild and repair under this Article XIV shall In any event be limited to restoring the Premises to substantially the condition in which the same existed prior to the casualty, exclusive of any work performed by Tenant and improvements, fixtures and equipment Installed by Tenant. Tenant agrees that promptly after completion, of such work by Landlord, Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and replace all alternations, additions, Improvements, fixtures, signs and equipment installed, by Tenant. Tenant agrees at all times to keep its merchandise, fixtures and other property situated within the Premises insured against fire and other casualties. 14.3 Tenant agrees that during any part of reconstruction or repair of the Premises it will continue the operation of its business within the Premises to the extent practicable. During the period from the occurrence of the casualty until Landlord's repairs are completed, the minimum guaranteed rental shall be reduced to such extent as may be fair and reasonable under the circumstances. The minimum guaranteed rent to be paid by Tenant shall recommence sixty (60) days following substantial completion of Landlord's repair work in order to allow Tenant sufficient time to complete its repairs to be able to reopen its business to the public. ARTICLE XV. Eminent Domain. 15.1 If more than thirty percent (30 %) of the floor area of the Premises should be taken for any public or quasi - public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this lease shall terminate. Upon; such termination the rent shall be abated during the unexpired portion of this lease, effective on the date physical possession is taken by the condemning authority. 15.2 If thirty percent (30 %) or less of the Premises should be taken as aforesaid, this lease shall not terminate; however, the minimum guaranteed rental payable hereunder during the unexpired portion of this lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs and alterations to the remaining premises required to make the remaining portions of the Premises an architectural whole, exclusive of any work performed by Tenant and improvements, fixtures and equipment installed by Tenant. 15.3 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Premises or common area shall be the property of the Landlord. And Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business of for the taking of Tenant's fixtures and other property if a separate award for such items is made to Tenant. 15.4 Notwithstanding anything herein to the contrary, if only part of the Premises is taken or transferred as described in the Section 15, this Lease will terminate if, in Tenant's option, the remainder of the Premises is in such a location, or is in such form, shape, or reduced size, that Tenant's business cannot be effectively and practicably operated on the remaining Premises. In that event, this Lease and all rights, title, and interest under it will cease on the date that title to the portion of the Premises taken or transferred vests in the condemning authority. The proceeds of the condemnation will be the property of the Landlord. ARTICLE XVI. Assignment and Sublease. 16.1 Tenant shall not assign, or in any manner transfer this Lease or any estate or interest therein, or sublet the Premises or any part thereof, without the prior written consent of Landlord. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. ARTICLE XVII. Personal Property Taxes and Insurance. 17.1 Tenant shall be liable for all taxes levied against personal property and fixtures placed by Tenant in the Premises. if any such taxes are levied against Landlord or Landlord's property and If Landlord elects to pay the same or if the assessed value of the Landlord's property is increased by Inclusion of personal property and fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon Initial Initial (6) demand that part of such taxes for which Tenant is primarily liable hereunder. 17.2 Notwithstanding anything herein to the contrary, Tenant shall not be liable for any ad valorem taxes and in the event that any such taxes are or become due, they shall be the sole responsibility of Landlord. ARTICLE XVIII. Default by Tenant and Remedies. 18.1 The following events shall be deemed to be events of default by Tenant under this lease: (a) Tenant shall fail' to pay any installment of rent, late fees or reimbursable expenses hereunder and such failure shall continue for a period of ten (10) days after written notice is delivered to Tenant. (b) Tenant shall fail to comply with any term, provision or covenant of this lease, other than the payment of rent, and shall not cure such failure within thirty days after written notice thereof is delivered to Tenant. (c) Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. (d) Tenant shall file a petition under any section or chapter of the federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any State thereof; or Tenant shall be adjudge bankrupt nor insolvent in proceedings filed against Tenant. (e) A receiver or Trustee shall be appointed for the Premises or for all or substantially all of the assets of Tenant or any guarantor of Tenant's obligation under this lease. (f) Tenant shall abandon or vacate any substantial portion of the premises. (g) Tenant shall not permit anything to be done, which creates a lien upon the premises. 18.2 In the event of one or more of the foregoing events of default by Tenant, Landlord shall have the following remedies: (a) Without declaring the Lease terminated, Landlord may enter upon the Premises, by picking or changing locks If necessary, and lock out, expel or remove Tenant and any other person who may be occupying all or part of the Premises without being liable for any claim for damages, and relet the Premises on behalf of Tenant and receive the rent directly by reason of the reletting. Tentant agrees to pay Landlord on demand any deficiency that may arise by reason of any reletting of the Premises; further, Tenant agrees to reimburse Landlord for any expenditures made by it in order to relet the Premises, including, but not limited to, remodeling and repair costs. (b) Without declaring the Lease terminated, Landlord may enter upon the Premises, by picking or changing locks if necessary without being liable for any claim for damages, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant agrees to pay Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant's obligations under this Lease; further, Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting compliance with Tenant's obligations under this Lase caused by the negligence of Landlord or otherwise. (c) Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy which it may have for possession of arrearages In rent, enter upon and take possession of the Premises, by picking or changing locks if necessary, and lock out, expel or remove Tenant and any other person who may be occupying all or any part of the Premises without being liable for any Initial Initial (7) claim for damages. Tenant agrees to pay on demand the amount of all loss and damage which Landlord may suffer for any reason due to the termination of this Lease Including (without limitation) loss and damage due to the failure of Tenant to maintain and /or repair the Premises as required hereunder and /or due to the inability of Landlord to relet the Premises on satisfactory terms or otherwise. 18.3 Landlord acknowledges and agrees that following a default by Tenant under this Lease, of any right granted hereunder or under any applicable law to lock out or change the locks securing the Premises Landlord shall provide Tenant with notice as required by the provisions of Chapters 92 and 93 of the Texas Property Code, and any amendments, modifications, recodification or any other changes thereto. 18.4 A rent concession or waiver of the base rent shall not relieve Tenant of any obligation to pay any other charges due and payable under this Lease. 18.5 Notwithstanding anything contained in this Lease to the contrary, this Lease may be terminated by Landlord only by written notice of such termination to Tenant given in accordance with Section 2, and no other act or omission of Landlord shall be construed as a termination of this Lease. 18.6 All rights and remedies of Landlord herein or existing at law or in equity and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other. 18.7 In the eventof any legal action or proceeding brought by either party against the other arising out of this lease, the prevailing party shall be entitled to recover reasonable attorney's fees and costs incurred in such action and such amount to be included in any judgment rendered in such proceeding. 18.8 Landlord hereby acknowledges receipt from Tenant of the sum stated in Section 1.1(k) above, to be applied to the first accruing Installments of rent Landlord further acknowledges receipt from Tenant of the sum stated in Section 1.1(1) above to be held by Landlord, without interest, as security for the performance by Tenant of Tenant's covenants and obligations under this lease, it being expressly understood that such deposit Is not an advance payment or rental or as measure of Landlord's damages in case of default by Tenant. Upon the occurrence of any event of default by Tenant, Landlord may from time to time, without prejudice to any other remedy provided herein or provided by law, use such funds to the extent necessary to make good any arrears of rent and any other damage, injury, expense or liability caused to Landlord by such event or default, and Tenant shall pay to Landlord on demand the amount so applied in order to restore thee security deposit to its original amount.. If Tenant is not then In default hereunder, any remaining balance of such deposit shall be returned by Landlord to Tenant upon termination of this lease. ARTICLE XIX. LANDLORD'S LIEN. 19.1 IN ADDITION TO THE STATUTORY LANDLORD'S LIEN, LANDLORD SHALL HAVE AT ALL TIMES A VALID SECURITY INTEREST TO SECURE PAYMENT OF ALL RENTAL AND OTHER SUMS OF MONEY BECOMING DUE HEREUNDER FROM TENANT, AND TO SECURE PAYMENT OF ANY DAMAGES OR LOSS WHICH LANDLORD MAY SUFFER BY REASON OF THE BREACH BY TENANT OF ANY COVENANT, AGREEMENT OR CONDITION CONTAINED HEREIN, UPON ALL GOODS, WARES, EQUIPMENT, FIXTURES, FURNITURE, IMPROVEMENTS AND OTHER PERSONAL PROPERTY OF TENANT PRESENTLY, OR WHICH MAY HEREAFTER BE, SITUATED ON THE DEMISED PREMISES, AND ALL PROCEEDS THEREFROM, AND SUCH PROPERTY SHALL NOT BE REMOVED THEREFROM WITHOUT THE CONSENT OF LANDLORD UNTIL ALL ARREARAGES IN RENT AS WELL AS ANY AND ALL OTHER SUMS OF MONEY THEN DUE TO LANDLORD HEREUNDER SHALL FIRST HAVE BEEN PAID AND DISCHARGED AND ALL THE COVENANTS,. AGREEMENT AND CONDITIONS HEREOF HAVE BEEN FULLY COMPLIED WITH AND PERFORMED BY TENANT. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY TENANT, LANDLORD MAY, IN ADDITION TO ANY OTHER REMEDIES PROVIDED HEREIN OR UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED BY THE STATE IN WHICH THE PREMISES ARE LOCATED (INCLUDING WITHOUT LIMITATION TEXAS SECTION 9.505 (B)), THEREOF OR ITS EQUIVALENT, ENTERUPON THE PREMISES AND TAKE POSSESSION OF ANY AND ALL GOODS, WARES, EQUIPMENT, FIXTURES, FURNITURE, IMPROVEMENTS AND OTHER PERSONAL PROPERTY OF TENANT Initial Initial (8) DRAFT SITUATED ON THE PREMISES, WITHOUT LIABILITY FOR TRESPASS OR CONVERSION, AND SELL THE SAME AT PUBLIC OR PRIVATE SALE, WITH OR WITHOUT HAVING SUCH PROPERTY AT THE SALE, AFTER GIVING TENANT REASONABLE NOTICE OF THE TIME AND PLACE OF ANY PUBLIC SALE OR OF THE TIME AFTER WHICH ANY PRIVATE SALE IS TO BE MADE, AT WHICH SALE THE LANDLORD OR ITS ASSIGNS MAY PURCHASE UNLESS OTHERWISE PROHIBITED BY LAW. UNLESS OTHERWISE PROVIDED BY LAW, AND WITHOUT INTENDING TO EXCLUDE ANY OTHER MANNER OF GIVING TENANTREASONABLE NOTICE, THE REQUIREMENT OF REASONABLE NOTICE SHALL BE MET IF SUCH NOTICE IS GIVEN IN THE MANNER PRESCRIBED IN THIS LEASE AT LEAST TEN DAYS BEFORE THE TIME OF SALE. ANY SALE MADE PURSUANT TO THE PROVISION OF THIS PARAGRAPH SHALL BE DEEMED TO HAVE BEEN A PUBLIC SALE CONDUCTED IN A COMMERCIALLY REASONABLE MANNER IF HELD IN THE ABOVE DESCRIBED PREMISES OR WHERE THE PROPERTY IS LOCATED AFTER THE TIME, PLACE AND METHOD OF SALE AND A GENERAL DESCRIPTION OF THE TYPES OF PROPERTY TO BE SOLD HAVE BEEN ADVERTISED IN A DAILY NEWSPAPER PUBLISHED IN THE COUNTY IN WHICH THE RETAIL SPACE IS LOCATED FOR FIVE CONSECUTIVE DAYS BEFORE THE DATE OF THE SALE. THE PROCEEDS FROM ANY SUCH DISPOSITION, LESS ANY AND ALL EXPENSES CONNECTED WITH THE TAKING OF POSSESSION, HOLDING AND SELLING OF THE PROPERTY (INCLUDING REASONABLE ATTORNEY'S FEES AND LEGAL EXPENSES); SHALL BE APPLIED AS A CREDIT AGAINST THE INDEBTEDNESS SECURED BY THE SECURITY INTEREST GRANTED IN THIS PARAGRAPH. ANY SURPLUS SHALL BE PAID TO TENANT OR AS OTHERWISE REQUIRED BY LAW. THE TENANT SHALL PAY ANY DEFICIENCIES FORTHWITH UPON REQUEST BY LANDLORD.THE STATUTORY LIEN FOR RENT IS NOT HEREBY WAIVED, THE SECURITY INTEREST HEREIN GRANTED BEING IN ADDITION AND SUPPLEMENTARY THERETO NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE LANDLORD HAVE ANY LIEN OR INTEREST, SECURITY OR OTHERWISE, IN TENANTS RECORDS OR FILES. 19.2 LANDLORD SHALL WAIVE THIS PROVISION WHERE TENANT FINDS IT NECESSARY TO BORROW FUNDS ON REMOVEABLE EQUIPMENT, FIXTURES AND PANELS. ARTICLE XX. Holding Over. 20.1 In the event Tenant remains in possession of the Premises after the expiration of this lease and without the execution of a new lease, it shall be deemed to be occupying said premises as a Tenant from month to month at a rental equal to the rental herein provided plus Fifty (50) percent of such amount and otherwise subject to all the conditions, provisions, and obligations of this lease insofar as the same are applicable to a month -to -month tenancy. ARTICLE XXI. Subordination; Attornment; Estoppels. 21.1 Tenant agrees that it will from time to time upon request by Landlord execute and deliver to Landlord a written statement addressed to Landlord (or to a party designated by Landlord), which statement shall identify Tenant and this lease, shall certify that this lease 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), shall confirm that Landlord Is not in default as to any obligations of Landlord under this lease (or if Landlord Is In default, specifying any default), shall confirm Tenant's agreements contained above in this Article XXI, and shall contain such other information or confirmation as Landlord may reasonably require. Landlord is hereby irrevocably appointed and authorized as the agent and attomey -in -fact of Tenant to execute and deliver any such written statement on Tenant's behalf if Tenant fails to do so within seven (7) days after the delivery of a written request from Landlord to Tenant. 21.2 Tenant hereby endeavors not to disclose directly or indirectly, any of the terms, provisions or conditions of this Lease whatsoever, especially to other tenants of the retail space. Tenant shall be allowed to discuss such information on an "as needed" basis with lenders, accountants and similar advisors. Initial Initial (9) A ARTICLE XXII Notice. 22.1 Wherever any notice is required or permitted hereunder, such notice shall be in writing. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered whether actually received or not when deposited In the United States Mail, postage prepaid, Certified or Registered Mail, Return Receipt Requested, addressed to the parties hereto at the respective addresses set out in Section 1.1 above (even if Tenant shall have vacated) or at such other addresses as they have theretofore specified by written notice. 22.2 if and when included within the term "Landlord" as used in this instrument there are more than one person, firm or corporation, and all shall jointly arrange among themselves for their joint execution of such notice specifying some individual at some specific address for the receipt of notices and payments to the Landlord; if and when included within the term' 'Tenant" as used in this instrument there are more than one person, firm or corporation, and shall jointly arrange among themselves for their joint execution of such a notice specifying some individual at some specific address for the receipt of notices and payment to Tenant. All parties included with the terms "Landlord" and 'Tenant ", respectively, shall be bound by notices and payments given in accordance with the provisions of this Article to the same effect as if -each had received such notice or payment. In addition, Tenant agrees that notices to Tenant may be given by Landlord's attorney, property manager or other agent. ARTICLE XXIII Waiver of Subrogation. 23.1 Landlord and Tenant each hereby release the other from any and all liability or responsibility to the other, or to any other party claiming through or under them by way of subrogation or otherwise, for any loss or damage to property caused by a casualty which is insurable under standard fire and extended coverage insurance, provided, however, that this mutual waiver shall be applicable only with respect to a loss or damage occurring during the time when standard fire and extended coverage insurance policies contain a clause or endorsement to the effect that any such release shall not adversely affect or impair the policy or the right of the insured party to receive proceeds under the policy. ARTICLE XXIV. Regulations. 24.1 Landlord and Tenant acknowledge that there are in effect federal, state; county and municipal laws, orders, rules, directives and regulations (collectively referred to hereinafter as the "Regulations ") and that additional Regulations may hereafter be enacted or go Into effect, relating to or affecting the Premises or the winery space, and concerning the impact on the environment of construction, land use, maintenance and operation of structures, and conduct of business. Subject to the express rights granted to Tenant under the terms of this lease, Tenant will not cause, or permit; to be caused, any act or practice, by negligence, omission, or otherwise, that would adversely affect the environment, or do anything to permit anything to be done that would violate any of said Regulations. Moreover, Tenant shall have no claim against Landlord by reason of any changes Landlord may make the Premises pursuant to said Regulations or any charges imposed upon Tenant, Tenant's customers or other invitees pursuant to same. ARTICLE XXV. Miscellaneous. 25.1 Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and. agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship of Landlord and Tenant. Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender. Initial Initial (10) 25.2 One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 25.3 Whenever a period of time is herein prescribed for action to be taken by Landlord or tenant, Landlord and Tenant shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions' or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord or Tenant. 25.4 Landlord agrees that if Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times during the continuance of this lease have the peaceable and quiet enjoyment and possession of the Demised Premises. 25.5 This Lease contains the entire agreement between the parties, and no agreement shall be effective to change, modify or terminate this lease in whole or In part unless such agreement is in writing and duly signed by the party against whom enforcement of such change, modification or termination is sought. 25.6 The laws of the state in which the retail space is located shall govern the interpretation, validity, performance and enforcement of this Lease. 25.7 If any provision of this Lease should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Lease shall not be affected thereby. 25.8 The terms, provisions and covenants contained in this Lease shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives except as otherwise herein expressly provided. 25.9 In addition to the minimum guaranteed rental payable hereunder, all other payments to be made by Tenant to Landlord, shall be deemed to be and shall become additional rental hereunder whether or not the same be designated as such, and Landlord shall have the same remedies for failure to pay the same as for non - payment of rent. 25.10 In the event any provision of an Addendum attached hereto shall be inconsistent with a provision in the body of the Lease, the provision as set forth in the Addendum shall be deemed to control. 25.11 The submission of this Lease to Tenant for examination does not constitute a reservation of or option for the Premises and this lease becomes effective only upon execution by Landlord and Tenant. 25.12 There are attached hereto and incorporated herein by reference the following Exhibits and Addenda: Exhibit A: Site Plan and Demised Premises Exhibit B: Tenant Acceptance Agreement Exhibit C: Rules and Regulations Exhibit D: Sign Criteria Exhibit E: Renewal Option Exhibit F: Finish Out 25.13 Tenant warrants that it has had no dealings with any broker or agent in connection with the negotiation or execution of this Lease otherthan Landlord's broker, if any, and the broker listed as Tenant Broker in Sec. 1.1(f). 25.14 Commencement date may be delayed but not to exceed a reasonable time period in the event of shortages of material or labor of the Tenant Finish because of delays not caused by Tenant or caused by Acts of God. Initial Initial (11) L11AMF i 25.15 No amendment, modification, or alteration of this Lease is binding unless n writing, dated subsequent to the date of this Lease, and duly executed by the parties. 25.16 Tenant shall not record this Lease. Any such recordation shall constitute a default hereunder by the recording party. Executed as of the date stated above. LANDLORD: Grapevine Convention and Visitors Bureau M Paul W. McCallum Title: Executive Director TENANT: Messina Hof Hospitality Management Grapevine LLC a Texas limited liability company 0 Name: Title: Initial Initial (12) XffA W1 EXHIBIT A (Wallis Building Proposed Floor Plan) First Floor Second Floor Initial Initial (13) EXHIBIT B Tenant Acceptance Agreement In exchange for good and valuable consideration received by the undersigned tenant (the "Tenant ") from Grapevine Convention and Visitors Bureau (the "Landlord ") of 200 S. Main Street (the "Wallis "), the receipt and sufficiency of which is hereby acknowledged, the undersigned Tenant warrants, represents and covenants that on the day of 2014, the following is true and correct: 1. The undersigned Tenant, and Landlord, have entered into a lease agreement (the "Lease Agreement ") dated on square feet of leased space (the "Premises). The Lease Agreement has not been modified or amended, and Tenant has occupied and accepted the Promises. 2. The Lease Agreement includes the following information: (a) The initial minimum guaranteed rental is $ per month for 200 South Main. (b) The security deposit is $3500.00. 3. The following is provided as an estimate of Tenants initial monthly payment broken down Into Its components. This chart, however, does not supersede the specific provisions contained elsewhere In the lease: (a) Initial Minimum Guaranteed Rental: $ (Section 1.1(k) and 4.3) (b) Total Initial Monthly Payment: 4. Tenant has taken occupancy of the Premises on . The Lease Agreement is in full force and effect; Commencement Date is and the Termination Date Is . Neither the Landlord nor the Tenant is In default under any terms of the tease Agreement and Landlord has complied fully and completely with all of the Landlord's covenants, warranties and obligations under the Lease Agreement including, without limitation, construction of all improvements with the result that Tenant is fully obligated to pay the rent and other charges due there under, and Tenant is fully obligated to pay the rent and other charges due there under, and Tenant Is fully obligated to perform all other obligations of Tenant under the Lease Agreement without right of counterclaim, offset, defense or otherwise against Landlord. 5. This Agreement is binding upon and Inures to the benefit of the parties hereto, their heirs, legal representatives, successors and assigns, and this is the entire agreement of the parties hereto, and this Agreement cannot be changed or amended without the prior written approval of the parties hereto. This Agreement is performable in Grapevine, Tarrant County, Texas, and is to be construed under the laws of the state of Texas. The undersigned Tenant understands that the Landlord is relying on the above information. Executed on the date first above written. TENANT: Messina Hof Hospitality Management Grapevine, LLC, a Texas limited liability company By: Name: Title: Initial Initial (14) EXHIBIT C Rules and Regulations 1. Tenant's use and occupancy of the premises shall at all times comply with all applicable federal, state and local laws, codes, ordinances, Historic District Overlay, rules, and regulations. Tenant, its agents, servants and employees shall not block or obstruct any of the entries, passages, doors hallways or stairways of the Wallis, or place, empty or throw any rubbish, litter, trash or material of any nature Into such areas, or permit such areas to be used at any time except for Ingress and egress of Tenant, Its agents, servants, employees, visitors or invitees. 2. For the general welfare of the Wallis and Liberty Park Plaza, including without limitation, to protect the beneficial flow of pedestrian and vehicular traffic throughout the Common Areas, the movement of furniture, equipment, merchandise or materials within, into or out of the Premises shall be restricted to time, method and routing of movement. Safes and other heavy equipment shall be moved Into the Premises only with Landlord's written consent and shall be placed where directed by Landlord. Any damage done to the Wallis by taking In or removing any Tenant property, equipment and furniture, other than pre- agreed to winery equipment, or from overloading any floor in anyway, shall be paid by the Tenant upon demand by Landlord. 3. No sign, advertisement or notice shall be displayed, painted or affixed by Tenant, its agents, servants or employees In or on any part of the outside or inside of the Wallis (for purposes of these Rules, the term "Wallis" means the building in its entirety) without prior written consent of Landlord, and then only of such color, size, character, style and material and in such places as are approved and designated by Landlord and Historic Preservation Officer; provided, however, that no prior written consent of Landlord shall be necessary if the sign advertisement or notice is not visible outside the Premises. All signs submitted for Landlord's prior written approval shall conform to any sign requirements or restriction for the Historic Main Street District. 4. Pursuant to its authority under the Lease, Landlord hereby requires a 7 day work week with minimum operating hours of 48 per week, and must include Saturdays and Sundays. Tenant is required to be open all days during seasonal high traffic periods. During major festivals, the Tenant must offer the same dates and hours of operation as the festivals. Tenant may be open more than 48 hours per week. Notwithstanding anything to the contrary, Tenant shall be closed each year on Christmas Day and New Years Day. 5. Landlord is not responsible for lost or stolen personal property, equipment, money or any article taken from the Premises or the retail space. 6. Tenant shall keep Premises In a clean and tidy condition at all times and shall keep in an orderly manner all bars, shelves and other devices used for display and sale of merchandise. Tenant shall take care to present at all times product and event spaces that are neatly and safely displayed. 7. Tenant, its agents, servants and employees shall not install or operate any kitchen, refrigerating, heating or air conditioning apparatus or carry on any mechanical operation or bring into the Premises any flammable fluids other than that which has been preapproved in writing in the remodel floor plan to accommodate an upstairs kitchen. Any additional item which Tenant desires to install shall be subject to the written approval of Landlord, such approval not to be unreasonably withheld. 8. Except as set forth in any construction plans approved by Landlord, or otherwise approved in writing by Landlord, no awnings or other projections may be attached to the exterior surface of the walls enclosing the Premises. No curtains, blinds or screens may be attached to or hung, or used in connection with any window or door of the Premises without prior written approval of the Landlord as to the quality, type, design, color and manner of attaching the same, such approval not to be unreasonably withheld. No protective screen, grating, shade or other enclosing device may be used on the portion of the Premises abutting the Common Areas, courts or public corridors without Landlord's reasonable judgment, in appearance. Tenant shall regularly clean, repair and if necessary in Landlord's judgment, replace approved window treatments used in connection with the Premises so that such window treatments always convey the historic theme of the Wallis. The Wallis is subject to the input of the Grapevine Preservation Office and the Historic Preservation Commission. Initial Initial (15) 9. Tenant, Its agent, servants or employees shall not bring into the Complex or Premises or keep on the Premises any dog, bird or animal, except a Seeing Eye dogs or other animal necessary for the assistance of a disabled person. 10. No additional locks shall be placed on any door in or providing access to the premises unless Landlord is given a key to the lock at the time that it is installed. A reasonable number of keys to the Premises will be furnished by Landlord and neither Tenant, its agents, servants, nor employees shall have any duplicate keys made without the consent of Landlord, such consent not to be unreasonably withheld. Landlord may at all times keep a pass key to, the Premises. All keys shall be- returned to Landlord promptly upon termination of the Lease. 11. Tenant shall give Landlord prompt notice of all accidents to or defects in air conditioning equipment, plumbing, and electric facilities or any -part or appurtenance of the Premises. 12. Landlord will not permit entrance to Tenant's offices by use of pass keys controlled by Landlord to any person at any time without permission by Tenant, except employees, contractors, or service personnel directly supervised by Landlord. 13. Tenant shall not suffer, permit, order or allow deliveries to be made except pursuant to the following conditions: (i) Deliveries shall be made at times other than high traffic periods, such as midday and evening, with the exception of grape /harvest deliveries. (ii) all deliveries shall be made to such locations as are designated or approved by Landlord from time to time; (iii) Landlord shall not be responsible for watching or safekeeping any items delivered to Tenant; and (iv) Tenant shall take reasonable precaution to prevent any damage to building from truck maneuvering space when used. 14. There shall not be used In any space, or in the public halls of the building in which the Premises are located, if any, either by any Tenant or others, any hand trucks except those equipped with rubber tires and side guards. No other vehicles of any kind shall be brought by the Tenant into the complex or kept in or about' its Premises without Landlord's prior written consent, except wheel chairs, vehicles to assist the mobility impaired, and other pedestrian vehicles typically allowed in similar structures. Tenant shall pay for any damages caused to the Common Area by Tenant's use of those vehicles. 15. Tenant shall not use the sidewalk adjacent to or any other space outside the Premises for display, sale or any other similar purpose or otherwise block those areas in any way unless previously agreed to in writing. 16. Tenant shall not use the roof or exterior walls of the Premises for any purpose except that permitted by the Lease. Tenant shall not cause a violation of, or do any act which may result in a violation of, the roof bond with respect to the Premises. Landlord reserves the right to build additional stories, levels or buildings above the Premises, none of which shall be deemed to be part of the Premises. Neither Tenant nor its employees, invitees, licensees, contractors, or subcontractors shall be allowed access to the roof without Landlord's prior written consent. 17. Tenant shall, at Tenant's expense, maintain the premises in a clean, orderly and sanitary condition free of insects, vermin, rodents and other pests. Tenant shall adhere to trash pick- up procedures established from time to time by Landlord. During normal working hours, all refuse, trash, garbage and containers or types approves by Landlord for the same will be placed in the Premises as not to be visible from the exterior of the Premises or from the Interior areas of the Premises normally used by the public. Boxes will be flattened by Tenant before being put In the trash containers (if applicable). No material shall be placed in the trash boxes or receptacles if the material is of Initial Initial (16) a nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the City in which the retail space is located without being In violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes. 18. Landlord may waive any one or more of these Rules for the benefit of any particular tenant, but such waiver by Landlord shall not be construed as a waiver of such Rules from thereafter enforcing all Rules against the Tenants. 19. Landlord may amend the Rules and make other and further reasonable rules as in its sole judgment are from time to time necessary and desirable. 20. These rules are for the Landlord's benefit, and are In addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of Premises. Landlord has no liability for its failure to enforce any of the Rules against any tenant. 21. Landlord will provide the use of at least twenty (20) identifiable parking spaces in the surrounding parking lot. Public parking is available throughout the central district. 22. Tenant may use electric fans in their premises. 23. Landlord will provide thirty (30) Day written notice if there is a change in the "Rules and Regulations ". Initial Initial (17) DRAFT 1WXIn SIGN CRITERIA This criteria has been developed to provide guidelines for Tenant to comply with its Lease. These rules are Intended to provide continuity of good architectural design, and to allow Tenant reasonable flexibility while providing appearance with low maintenance while complying with all applicable laws, codes, ordinances, rules, and regulations including, without limitation, those of the City of Grapevine, Texas. It is Tenant's responsibility to submit two (2) copies of drawings showing sizes, materials, copy and replacement of same to: Historical Preservation Officer / Leasing Officer After review, by Landlord, and it is approved by Historic Preservation Officer, one copy will be returned to Tenant. If not approved, Landlord will notify Tenant of the needed changes. Landlord in Its sole discretion or its representative reserves the right to inspect all signs, and require removal of any and all signs that are not In compliance with this criteria at Tenant's sole cost. . SPECIFICATIONS. 1. All sign designs shall' be subject to Landlord's approval. 2. Maximum letter or combination of letters not to exceed fifteen inches in height and minimum letter height to be one foot. 3. Maximum letter spread not to exceed fifty percent (50 %) of lease frontage. 4. Quantity of Signs: One sign per Tenant front. If a lease space affronts more than one elevation, a second sign may be allowed with Landlord's prior written consent, which may be withheld in its sole discretion. 5. Only one line of letters permitted without express written permission of the Landlord or its representative. 6. Secondary Signage: The following signs are permitted: a. One (1) Projection Sign b. One (1) Wall Sign c. One(1) Sandwich Board Sign 7. All signs shall be made of solid wood, metal or aluminum sides. No Vinyl lettering allowed. No Channelume construction will be permitted. Painting business name on the inside of the glass door and windows is allowed. 8. Penetration holes for primary wires from letters shall be limited to the mortar joints between bricks. 9. All signs must comply with the City of Grapevine, Texas and other codes as required. Initial Initial (18) EXHIBIT E Renewal Option Provided that at the end of the primary term of this Lease Tenant is found not be in default of any term, condition or covenant contained in this Lease, Tenant (but not any assignee) shall have the right and option to renew this Lease, by written notice delivered to Landlord no later than 180 days prior to the expiration of the primary term, for one additional term(s) of ten (10) years upon the same conditions, and covenants contained herein, except: A. Tenant shall have no further renewal options unless expressly granted by Landlord In writing. B. No later than 90 days prior to the fifth year of the Lease at a date agreed upon by both Landlord and Tenant, Landlord and Tenant shall converge a meeting to negotiate a renewal term of ten (10) years upon the same conditions, and covenants contained herein to begin at the end of primary term of this Lease. C. The rental for the renewal term shall be Based on the then prevailing market rental rates for properties of equivalent quality, size, utility and location, with the length of the lease term, and credit standing of the Tenant herein, to be taken Into account. D. Upon notification from Tenant of the exercise of this renewal option, Landlord shall within 15 days thereafter notify Tenant in writing of the proposed rental for the renewal term; Tenant shall within 15 days following receipt of same notify Landlord in writing of the acceptance or rejection of the proposed rental. Initial Initial (19) UTAMF I EXHIBIT F Finish Out In return for other considerations, the previously agreed to finish out is the sole responsibility of the Landlord. Additional finish out plans must be approved by landlord prior to construction. Finish out must be pre- approved and inspected by the landlord prior to opening. In the event that the finish out is not in keeping with the overall complex, tenant will be required to bring finish out to acceptable standards. Design and quality of materials will be pre- approved. Substandard workmanship will not be accepted. This is protection against poor workmanship for both Tenant and Landlord. Initial Initial (20)