HomeMy WebLinkAboutColledgeSquareMall Partners, LLC/Waterloo CenterfortheArts-2/4/2013LICENSE AGREEMENT
Shopping Center Name: College Square Mall Space Number. #1155
Agent Sara Houlihan Date Prepared: January 7, 2013
Deal Type: In-line (4210) Agreement Type: Retail
Commencement Date: February 1, 2013 Expiration Date: January 31, 2014
By this License, dated this day of . by and between College Square Mall Partners. LLC
(the "Licensor") and Waterloo Center for the Arts. Phelps Youth Pavillon (the "Licensee"), Licensor
hereby allows Licensee to use the premises located at #1155 consisting of approximately 3680 square feet
(the "Assigned Location"), on the terms set forth herein. The Assigned Location is depicted on Exhibit "A"
attached hereto. This License Agreement ("License") provides the terms and conditions between Licensor
and Licensee for conducting business at the Shopping Center indicated within this agreement. Nothing
contained in this License shall be considered as in any way constituting a partnership between Licensor and
Licensee. Licensee agrees that it does not and shall not claim at any time any leasehold interest, nor a
license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part
of the Shopping Center.
Shopping Center Information
Name: College Square Mall
Address: 1 College Square Mall, Cedar Falls, IA 50613
Phone: 319-277-3636
Fax: 319-277-7184
Licensor Name and Notice Address:
College Square Mall Partners, LLC
c/o GK Development, Inc.
257 East Main Street, Ste. 100
Barrington, IL 60010
Phone: 847-277-9930
Fax: 847-277-9940
Licensee Name and Notice Address:
Trade Name: Phelps Youth Pavilion College Square Fun Space
Company Name: Waterloo Center for the Arts (City of Waterloo)
FEIN: 42f6005327
SSN: n/a
Contact Name: Kent Shankle
Notice Address: 225 Commercial Street
Waterloo, IA 50701
Email: kent.shankle@waterloo-ia.org Phone: 319-291-4490
Fax: 319-291-4270 Alt. Phone: 319-464-8811
Licensee hereby grants Licensor permission to confirm that the Social Security Number (SSN) provided is
1) a valid SSN assigned to the person offering it, and; 2) matches the address provided by the person
offering it.
LICENSE FEE PAYMENT SCHEDULE
As consideration for use of the Assigned Location, Licensee shall pay to Licensor, in advance and without
offset, a License Fee, according to the following payment schedule:
Payment 1
Payment 2
Payment 3
Payment 4
Payment 5
Payment 6
Payment 7
Payment 8
Payment 9
Payment 10
Payment 11
Payment 12
Amount: $250.00
Amount: $250.00
Amount: $250.00
Amount: $250.00
Amount $250.00
Amount: $250.00
Amount $250.00
Amount: $250.00
Amount: $250.00
Amount: $250.00
Amount: $250.00
Amount: $250.00
Due: 2/1/2013
Due: 3/1/2013
Due: 4/1/2013
Due: 5/1/2013
Due: 6/1/2013
Due: 7/1/2013
Due: 8/1/2013
Due: 9/1/2013
Due: 10/1/2013
Due: 11/1/2013
Due: 12/1/2013
Due: 1/1/2014
Payment Comments: Payment 1 is inclusive of $0 administrative fee.
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All forms of payment made payable to: College Square Mall Partners, LLC
Address: College Square Mall
1 College Square Mall
Cedar Falls, IA 50613
In consideration of the mutual promises and obligations contained in this License, the parties agree:
1. Licensor grants to Licensee an exclusive License in the Assigned Location, which is non -transferable by
Licensee, freely transferable by the Licensor, and revocable at will and without rause by only Licensor, for
the sole purpose of conducting the following business activities: non-exclusive use of space #1155 for the
sole purpose of offerine admission to the mini masters eolf exhibit. art demonstrations for children
and other activities associated with the Phelps Youth Pavilion. Hours of operation may vary. (the
"Use") and for no other activity or purpose whatsoever in the Assiened Location.
ii. All payments to Licensor by Licensee will be made at the Shopping Center listed above, or such other
location that Licensor may specify, by certified check, money order or other form of payment approved by
Licensor.
iii. Licensee's rights under this License shall at all times be subject to the rights of the Licensor in and to
the Shopping Center.
iv. The Assigned Location may be relocated at any time by Licensor.
v. Licensor shall not be liable to Licensee for damages or otherwise for any delay or cessation in the start of
the Use.
vi. Licensee acknowledges that no exclusive rights of use have been granted or given to it by Licensor or
Licensor's agent or employees.
1. PERCENTAGE LICENSE FEE
The breakpoint percentage of all Gross Sales and Revenues in excess of the breakpoint dollar amount
(Percentage License Fee) is payable on the date out lined below. For the purpose of this License, "Gross
Sales and Revenues" means the gross prices of all merchandise sold, leased or charged and the full charges
for all services by Licensee within the Shopping Center.
Percentage Breakpoint Dollar Amount Payment Due Date
12% $28,000 March 5, 2013
12% $28,000 April 5, 2013
12% $28,000 May 5, 2013
12% $28,000 June 5, 2013
12% $28,000 July 5, 2013
12% $28,000 August 5, 2013
12% $28,000 September 5, 2013
12% $28,000 October 5, 2013
12% $28,000 November 5, 2013
12% $28,000 December 5, 2013
12% $28,000 January 5, 2014
12% $28,000 February 5, 2014
The License Fee and Percentage License Fee are collectively referred to herein as "Fees".
2. HOLD OVER
This License Agreement shall terminate without further notice at the expiration of its specific term. Any
holding over by Licensee after expiration of the Tenn hereof shall not constitute a renewal or extension of
the License Agreement or give Licensee any rights in or to the Assigned Location except as expressly
provided in the License Agreement. Any holding over after expiration with the express written consent of
Licensor shall be construed to be a tenancy from day to day on the same terms and conditions herein
specified insofar as applicable and the License Fee shall be in the amount equal to License Fee payable
during each day of the last full calendar month of the Term hereof Any holding over without the express
written permission of the Licensor (including any such holdover where the Licensee claims that the
Licensor has given oral consent, has consented by conduct, has waived its right to withhold consent, or is
estopped from withholding consent) shall constitute only a tenancy at sufferance, terminable by Licensor
immediately upon delivery of written notice, and during such unconsented to holdover, Licensee shall be
obligated to pay Licensor daily damages equal to on fifteenth (1/15th1) of the Minimum License Fee
payable during the last full calendar month of the Term.
3. VISUAL MERCHANDISING
Licensee shall follow the visual merchandising guidelines and directives given to it by Licensor or it's
agents and change the visual merchandising from time to time in accordance with any request the Licensor
or its agents may mandate.
4. LATE PAYMENTS
If Licensee shall fail to make any payment to Licensor when due, Licensee shall pay Licensor a late charge
of $50.00 per day, as liquidated damages, in addition to and not in lieu of Licensor's other remedies, for as
long as this failure continues.
5. TERM.
The term of this License shall commence on February 1.2013 ("Commencement Date") and terminate on
January 31.2014 ("Expiration Date"); provided however, Licensor may terminate this License at will and
without cause, effective immediately upon written notice, either by personal delivery to Licensee or
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Licensee's employees or agents at the Assigned Location or to Licensee's Notice Address by US Mail sent
certified mail, retum receipt requested.
At the termination, expiration or revocation of this License, Licensee shall remove its goods, products,
merchandise and effects, repair damage caused by such removal and peaceably yield up the Assigned
Location clean and in good order, repair and condition and return all keys and any fixtures for the Assigned
Location which have been provided by Licensor. Licensor may charge replacement costs to Licensee for
any keys, locks or fixtures that are not returned within 24 hours of the termination of this License or for any
damaged keys, locks or fixtures. Personal property of Licensee not removed within 48 hours shall become
property of Licensor, at Licensor' s option.
6. DEPOSIT.
Licensee shall pay to Licensor a security deposit of 5250.00. The Security Deposit shall be held by
Licensor pending the full completion of this License and Licensee's full performance under this License.
Licensee acknowledges that if Licensee fails to fulfill any of its obligations under this License, leaves
owing any Fees or fines or damages Licensor's property in any way, Licensor may use the Security Deposit
to satisfy any or all the Fees and fines due, cover any damages and to remunerate others for returns of
merchandise or to rectify complaints made by customers of Licensee. The Security Deposit, or balance
thereof shall be returned to Licensee within 60 days after the later of (i) expiration or termination of this
License, or (ii) the date Licensee vacates the Assigned Location. Licensor shall deliver the Security
Deposit, or balance thereof to the Licensee's Notice Address.
7. USE OF ASSIGNED LOCATION.
7.1 The Assigned Location shall be used only for the purposes specified above and for no other purpose
whatsoever. Licensee shall comply with all legal requirements affecting the Assigned Location and the
Shopping Center and its use. Licensee shall not (a) do or permit anything to be done, nor bring or keep
anything in or around the Assigned Location or the Shopping Center, that will increase the risk of fire or
other loss (including by way of example, bring flammables or explosives into the Assigned Location or the
Shopping Center or bringing fuel -powered machinery into the Assigned Location or the Shopping Center),
(b) do or permit anything to be done which may be a nuisance to tenants, (c) store anything outside of the
Assigned Location, (d) place any signs on or around the Shopping Center, nor (e) commit or suffer any
waste upon or about the Assigned Location or the Shopping Center.
7.2 If there are any licenses, authorizations or permits required by any governmental agency or authority
for the activity permitted under this License, Licensee shall be responsible for obtaining them at Licensee's
sole cost. Licensee shall not conduct any unlawful activities in or upon any part of the Shopping Center.
The consumption or sale of alcoholic beverages in, at or from the Assigned Location shall not be permitted,
unless otherwise stated within the Use and all appropriate licenses and permits have been obtained. The
sale or marketing of any unlawful goods or services is also prohibited, including the sale or marketing of
counterfeit goods or goods or services that otherwise infringe or confuse another party's trademarks, trade
dress or other intellectual property rights.
7.3 Licensee shall not, and shall not direct, suffer or permit any of its agents, contractors, employees,
licensees or invitees to at any time handle, use, manufacture, store or dispose of in or about the Assigned
Location or the Shopping Center any (collectively "Hazardous Materials") flammables, explosives,
radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances,
petroleum products or derivatives or any substance subject to regulation by or under any federal, state and
local laws, regulations and ordinances relating to the protection of the environment or the keeping, use or
disposition of environmentally hazardous materials, substances, or wastes (collectively "Environmental
Laws"). Licensee shall protect, defend, indemnify and hold each and all of Licensor's, Licensor's
investment manager, and the trustees, board of directors, officers, general partners, beneficiaries,
stockholders, employees and agents of each of them harmless from and against any and all loss, claims,
liability or costs (including court costs and attorneys' fees) incurred by reason of any actual or asserted
failure of Lessee to fully comply with all applicable Environmental Laws, or the presence, handling, use or
disposition in or from the Assigned Location of any Hazardous Materials, or by reason of any actual or
asserted failure of Licensee to keep, observe, or perform any provision of this paragraph.
7.4 Licensee is responsible for all of its agents and visitors and shall ensure that they do not do anything
which Licensee is not allowed to do. Licensee shall faithfully observe and comply with all the rules and
regulations that Licensor may promulgate from time to time regarding the use of the Shopping Center.
8. SALES REPORTING
Licensee shall deliver, by 12:00 p.m. on the 5th of each month, a monthly written statement of all gross
sales and revenues with sales verification ("Z" Tapes from cash register), signed by Licensee. If License is
less than one month, Licensee shall deliver to Licensor a written statement of all Gross Sales and Revenues
with sales verification ("Z" Tape from cash register), signed by Licensee within 24 hours after the last day
on which the Licensee conducts the Use in the Assigned Location or any part of the Shopping Center. If the
Licensee does not deliver the sales report on time, Licensee shall pay Licensor immediately upon request
$50.00 as liquidated damages, in addition to and not in lieu of Licensor's other remedies.
Licensee shall prepare in accordance with generally accepted accounting practice and keep at Licensee's
Notice Address accurate books of accounts and records of Gross Sales and Revenues. Licensee's books and
records shall be subject to examination and audit, at will and without notice, by Licensor. If there is a
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deficiency in the Percentage License Fee payable to Licensor, Licensee shall immediately pay any and all
additional Percentage License Fee owed Licensor and also pay the cost of examination or audit.
9. UTILITIES.
9.1 The License Fee set forth in Article 1 shall include the cost of the following utilities, if utilities
currently exist within the location: water & sewer if Assigned Location is a Retail Merchandising Unit
("RMU") or non-food related Kiosk unit Licensee may be responsible for utilities within the Assigned
Location if it is an in-line space or a food related Kiosk. Licensee shall be responsible for the cost of all
other utility service for the Assigned Location.
9.2 This Section 9.2 shall only apply if the Assigned Location is not a non-food related kiosk or RMU.
Licensor has caused or shall cause the necessary mains, conduits and other facilities to be provided to make
available (as applicable, water, sewer and electricity) to the Assigned Location. Licensor has likewise
caused or shall rause to be made available a heating and air conditioning system. Licensee agrees to use
and pay for the use of such system in the manner prescribed by Licensor. Licensee agrees to use and pay
for all utilities used in the Assigned Location from and after the Commencement Date. If a separate meter
is provided for utilities, it shall be at Licensee's expense. Licensor shall not be liable to Licensee in
damages or otherwise, if the utilities or heating and air conditioning services are interrupted or terminated
for any cause. If Licensor does not or elects to discontinue furnishing any utilities or services, as the case
may be, to the Assigned Location for any reason, Licensee shall obtain its own utilities or services, as the
case may be, to the Assigned Location. The parties understand that local gas supplies, natural or otherwise,
may be limited, and availability of sufficient gas to service the Assigned Location, if required by Licensee,
shall be at the Licensee's sole expense. All gas work shall be arranged by Licensee with the gas company,
and any such work must be approved by Licensor and performed by Licensee at its expense.
9.3 Licensor shall cause or has caused the necessary facilities to make available a standard phone and
telecommunications system to the Assigned Location. Licensee agrees to only use and pay for such phone
and telecommunications system provided by Licensor at the Assigned Location.
9.4 Licensee agrees that any high speed communications equipment used to demonstrate Licensee's goods
and services or to conduct the Use ("Connectivity Equipment") shall only be installed and connected at the
Licensee's sole expense and shall only be utilized by Licensee's internal operations within the Assigned
Location, that Licensee shall not permit any other party to utilize the Connectivity Equipment nor shall
Licensee lease the Connectivity Equipment to any other party.
10. ACCEPTANCE OF ASSIGNED LOCATION.
By entry hereunder, Licensee acknowledges that it has examined and inspected the Assigned Location and
accepts the same "AS IS" and as being entirely satisfactory. Licensor has no obligation to alter the
Assigned Location.
11. ALTERATIONS, REPAIRS AND MAINTENANCE.
Licensee agrees not to make or permit any alterations to the Assigned Location without the written
permission of Licensor. Licensee shall maintain the Assigned Location in its present condition and shall
keep the same neat, clean and orderly. Licensee shall repair any damage it causes, or in lieu of requiring
repairs, Licensor shall have the right, but shall not be obligated, to perform such repairs itself in which
case, all repair costs shalt be payable by Licensee upon immediate request. Upon termination of this
License, Licensee shall deliver the Assigned Location to Licensor in the same condition as it existing upon
commencement of this License.
All costs and expenses (including permits and or licenses) attributable to any construction by Licensee shall
be borne by the Licensee. Licensee shall not commence any construction in the Assigned Location or the
Shopping Center prior to the execution of this License or without first obtaining Licensor's approval of the
location and design. Design criteria for construction under this License are:
11.1 If the Assigned Location is a kiosk, the kiosk structure shall be limited to counter units with no
overhead obstructions that inhibit the visibility of any mall tenant or business activity in the Shopping
Center. Counter units shall not exceed 5' — 0" in height.
11.2 If the Assigned Location is a kiosk or RMU, the kiosk or RMU structure, if located in an open floor
area, shall not be anchored to the floor or any other part of the Shopping Center. Common area width of 10'
— 0" minimum shall be maintained on all sides of the structure, subject to traffic flow and fire code.
11.3 If the Assigned Location is a kiosk or RMU, water service, special HVAC Systems and Fire Sprinkler
Protection are not available. HVAC and fire protection systems shall be that which is provided to common
areas of the Shopping Center. Licensee shall be required to provide a fire extinguisher as mandated by local
fire authorities.
11.4 Design criteria for signing, construction, finish materials, special equipment and, if the Assigned
Location is a kiosk, kiosk size, shall be evaluated specifically for each Licensee. Licensee shall follow any
guidelines and directives set forth in any Merchant Criteria Manual or Tenant Criteria Manual that Licensor
may provide. Licensee shall submit plans and specifications for Licensor's review and approval prior to
commencement of construction Pictures of existing units or locations should be provided.
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11.5 Licensee shall prepare its plans and perform all work to comply with governing statutes, ordinances,
regulations, codes and insurance rating boards and apply for and obtain all necessary certificates and
permits. Licensor's approval of plans shall not relieve Licensee of its obligation to complete all work in
accordance with this License, nor does Licensor's approval relieve Licensee from complying with laws,
rules, regulations and requirements of local goveming authorities, nor can this approval be relied upon by
Licensee as verification of the sufficiency of the plans and specifications for any purpose or for compliance
with any legal requirement. Certificates of occupancy and waivers of lien from Licensee's contractors,
subcontractors and material men shall be filed with Licensor upon completion of work.
11.6 Licensee agrees not to suffer any mechanic's lien to be filed against the Shopping Center by reason of
any work, labor, services or materials performed at or furnished to the Assigned Location, to Licensee, or
to anyone claiming rights through or under Licensee. Nothing in this License shall be construed as a
consent on the part of Licensor to subject Licensor's estate in the Shopping Center to any lien of liability
under the lien laws of the state in which the Shopping Center is located.
11.7 If the Assigned Location is a kiosk or RMU, set up and tear down must take place when the Shopping
Center is not open for business, unless Licensor has agreed otherwise.
11.8 All alterations, additions and improvements to the Assigned Location shall become, upon completion,
the property of Licensor.
11.9 Licensee shall not harm the Shopping Center or any part thereof commit waste, create a nuisance,
make any use of the Shopping Center that is offensive in Licensor's sole opinion, nor do any act which
would, in Licensor's sole opinion, tend to injure the reputation of the Shopping Center.
11.10 Licensee shall not make alterations or additions, nor permit the making of holes in the Shopping '
Center walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards or
other advertising media, banners, pennants, hand written signs, awnings, aerials, antennas, or the like in or
about the Shopping Center, without the prior written consent of Licensor.
12. INDEMNITY AND RELEASE; INSURANCE.
12.1 Licensee shall defend, indemnify and hold harmless Licensor, its property manager, managers,
employees, agents, contractors, parents, subsidiaries and affiliates (the "Protected Parties") from and
against any and all claims (and all related liabilities, costs, and attorneys' fees), actions, liens, demands,
expenses and judgments for loss, damage or injury to property or person arising from (a) Licensee's use of
the Assigned Location or anything done, permitted, suffered or omitted by Licensee or any of its agents or
visitors in or about the Assigned Location, (b) resulting or occurring by reason of the Licensee's
construction activities under this License, and/or (c) any breach or default by Licensee hereunder. As a
material part of the consideration to Licensor, Licensee hereby assumes all risk of damage to property or
injury to persons in or about the Assigned Location from any cause whatsoever and waives all claims
against Licensor and/or the Protected Parties on account of the same. Licensee shall also indemnify
Licensor for all costs, expenses and attomey's fees incurred by Licensor to enforce this indemnity or
suffered by Licensor in connections with the matter with respect to which Licensee's indemnity obligation
arose.
12.2. During the term hereof Licensee shall maintain in full force and effect Commercial General Liability
written on an occurrence basis with a minimum limit of $1,000,000 per occurrence and $2,000,000 general
aggregate, naming Licensor and the other Protected Parties designated by Licensor as additional insureds,
Such insurance shall insure Licensee's indemnity obligations herein. All insurance shall contain a complete
waiver of subrogation in favor of Licensor and the other Protected Parties. A certificate of all such
insurance (including a prohibition against change or cancellation of coverage without 30 days prior notice
to Licensor) shall be delivered to Licensor prior to Licensee entering the Assigned Location.
13. ENTRY BY LICENSOR.
Licensor and its agents shall have the right to enter the Assigned Location for any business purpose,
including to inspect the same or to make repairs or alterations to the Shopping Center or the Assigned
Location. Licensee shall not alter any lock or install a new or additional lock on any door of the Assigned
Location without the prior written consent of the Licensor.
14. ASSIGNMENT AND SUBLICENSE.
Licensee shall not (a) assign this License or any interest in this License, (b) sell, mortgage, pledge, grant
concessions or transfer the License or any interest in this License, (c) permit the use of the Assigned
Location by any person or persons other than Licensee, nor (d) sublicense all or any part of the Assigned
Location or any interest therein without Licensor's prior written approval, which may be withheld at
Licensor's sole and absolute discretion.
15. DEFAULT BY LICENSEE.
Time is of the essence hereof. Licensee shall be in default if Licensee fails to (a) perform any terms,
obligations, conditions or covenants hereunder as and when due; (b) becomes banlcrupt or insolvent or files
any debtor proceedings or takes or has filed in any state a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee's property, or
makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement (c) ceases or
fails to operate its Use in the Assigned Location either temporarily or permanently; or (d) fails to perform
any of the terms, obligations, conditions or covenants of any other license agreement in any other shopping
013 1074146.1 /99999-000510
center owned (in whole or part) or managed by Licensor or any partner of Licensor, including any parent,
subsidiary, affiliate or successor in interest thereof. In the event of such a default, Licensor shall have all
rights and remedies allowed by law and in equity, including but not limited to, the recovery of all Fees and
other sums payable to Licensor under this License. In addition, (a) Licensor shall have the immediate right
to revoke/terminate this License and/or Licensee's right to use the Assigned Location without serving
notice to Licensee; (b) Licensor shall have the immediate right to remove Licensee and any persons
claiming rights under Licensee and their property from the Assigned Location and the Shopping Center and
(c) lock and bar Licensee and all persons claiming rights under Licensee from doing business in the
Shopping Center. Upon any such revocation/termination by Licensor, Licensee shall immediately yield up
possession of the Assigned Location and Licensor may take any and all action, including changing the
locks on the Assigned Location and removing all of Licensee's possessions from the Assigned Location, to
enforce Licensee's obligations. All rights and remedies of Licensor herein or at law or in equity are
cumulative.
16. ATTORNEY'S FEES.
In the event of litigation to enforce or to interpret this License, the prevailing party shall be entitled to
recover, in addition to all other sums and relief, its reasonable costs and attorneys' fees incurred at and in
preparation for arbitration, trial, appeal and/or review, including costs and attorneys' fees in federal
bankruptcy proceedings.
17. NOTICES.
All notices to Licensee shall be in writing and shall be sufficient if delivered to the Assigned Location or if
sent by US Certified Mail, with return receipt requested, to the Licensee's Notice Address.
18. INTERPRETATION.
18.1 This License shall be governed by the law of the state where the Shopping Center is located. This
License contains the entire agreement of the parties. This License can be amended, or any right or provision
waived, only by written document signed by both parties.
18.2 All obligations, liabilities, indemnities, waivers and releases of Licensee hereunder, as well as the
attorneys' fees provision hereof shall survive the expiration or termination of this License and/or of
Licensee's right to use the Assigned Location.
19. LIMITATION AND LIABILITY.
19.1 Redress for any claim against Licensor under this License shall be limited to and enforceable only
against and to the extent of Licensor's interest in the Shopping Center. The obligations of Licensor under
this License are not intended to and shall not be personally binding on, nor shall any resort be had to the
private properties of any of its trustees or board of directors and officers, as the case may be, its investment
manager, the general partners thereof or any beneficiaries, stockholders, employees, or agents of Licensor
or the investment manager.
19.2 Licensor is or may be a party to certain documents, as amended from time to time, with a mortgagee
or beneficiary of Licensor, department stores, mall tenants and others. This License is subject and
subordinate to all the provisions in those documents, as they may be amended from time to time.
19.3 This License contains all the covenants, promises, agreements, conditions and understandings between
the Licensor and Licensee. There are no other agreements, either written or oral, between the two parties
other than those set forth in this License.
20. OPERATING RULES AND REGULATIONS
Licensee shall observe all Operating Rules and Regulations that Licensor may promulgate from time to
time, including but not limited to the following:
20.1 Licensee shall conduct the Use in a careful, safe and proper manner and shall keep the Assigned
Location and the area around the Assigned Location in a clean and safe condition in accordance with this
License, local ordinances and the directives of the Shopping Center Management and Shopping Center
Public Safety Officers.
20.2 Signage locate in, upon and about the Assigned Location must be approved by Licensor prior to
installation and placement. All signs, placards, banners, pennants and other advertising matter shall be
prepared in a professional manner. Licensee shall display a sign depicting it's approved Trade Name.
20.3 Licensee shall not display merchandise on or outside the boundaries of the Assigned Location.
Licensor reserves the right to require Licensee to re -design the merchandise area upon forty-eight hour (48)
advance notice at Licensee's cost and expense should the merchandise area not meet Licensor' s standards.
20.4 Neither Licensor nor the Shopping Center Management or Shopping Center Public Safety Officers
shall be responsible for any loss of damage to, and/or theft of Licensee's property.
20.5 If Licensee shall fail to operate the Use during the days and hours required by the Shopping Center, in
addition to any other remedy available to Licensor under this License or by law, Licensee shall pay to
Licensor as limited damages for such breach a sum of $50 for each hour or portion thereof during which
Licensee shall fail to operate. If Licensee fails to operate its Use during the required hours, Licensor
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reserves the right to remove Licensee and Licensee's property from the Assigned Location and store said
property. Licensor shall not be responsible for any loss or damage to, and/or theft of Licensee's property
during or subsequent to such removal from the Assigned Location. Licensee shall operate its Use in a first
class manner and shall operate the Use continuously and uninterruptedly while this License is in affect.
20.6 The outside areas around and immediately adjoining the Assigned Location shall be kept clear and
clean of all debris and merchandise at all times by Licensee. Licensee shall not permit any obstructions,
garbage refuse, merchandise or displays in such areas.
20.7 All loading and unloading, stocking and re -stocking shall be done only at such times specified and in
the locations designated by Licensor. If the Assigned Location is a kiosk or RMU, all loading and
unloading, stocking and re -stocking shall be done during hours that the Shopping Center is closed unless
otherwise approved by Licensor or Shopping Center Management.
20.8 All garbage and refuse shall be kept in an approved trash container and out of the sight of the general
public. All garbage and refuse shall be placed and prepared for collection in the manner and at the times
and places specified by Licensor.
20.9 No loudspeakers, televisions, phonographs, radios, flashing lights or other devices of audio or video
natures shall be used unless specifically approved by Licensor, which approval may be withdrawn in the
sole and absolute discretion of the Licensor upon personal delivery of written notice to Licensee or
Licensee's employees or agents at the Assigned Location.
20.10 Licensee shall not operate any instrument or equipment which emits any odor or causes any noise
discernible to mall tenants and licensees or invitees of the Shopping Center.
20.11 Licensee shall not solicit, distribute handbills or any other advertising materials within the Shopping
Center without the written consent of Licensor. Licensee shall not solicit, distribute handbills or any other
advertising materials on automobiles parked in the parking areas of the Shopping Center.
20.12 Licensee, its employees and agents shall utilized employee parking designated by Licensor and shall
not park their cars in those portions of the parking area designated for customer parking by Licensor. If
Licensee or Licensee's employees park in designated customer parking, Licensor may, in addition to its
other remedies, demand a fine of $10 per occurrence and may have the car removed at Licensee's expense.
20.13 Licensee, its employees and agents shall maintain a neat and professional appearance and dress and
shall wear consistent uniformed attire portraying them as employees of the Licensee while conducting the
Use while in the Shopping Center. Licensee, its employees and agents shall not wear jeans, shorts, midriff
shirts or clothing deemed offensive by Licensor while conducting the Use within the Shopping Center.
20.14 There shall be no auction, fire sale, bankruptcy or selling -out sale by Licensee or signage thereof.
20.15 Licensee agrees that it shall keep the provisions of this License confidential and shall not disclose the
provisions herein to a third party.
20.16 Licensee shall comply with all laws, ordinances, orders and regulations affecting the Use and this
License.
The failure by Licensor to insist upon strict performance by Licensee of any of the conditions, provisions,
rules and regulations, and agreements in this License, or to exercise any option, shall not be deemed a
waiver of any of Licensor's rights or remedies with respect to any subsequent failure by Licensee.
IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the date fust written
above. Individuals signing on behalf of a principal warrant that they have the authority to bind their
principal. This License is subject to acceptance by Licensor.
LICENSOR: College Square Mall Partners, LLC
By:
Address: c/o GK Development, Inc.
257 Fast Main Street, Ste. 100
Barrington, IL 60010
Date:
CH3 1074146.1 /99999-000510
7
LICENSEE: WaterlooCenter for the Arts
By:
Address: c/o Kent Shankle
225 Commercial Street
Waterloo, IA 50701
Date:
EXHIBIT A
ASSIGNED LOCATION
Exhibit A is intended only to show the general layout of the Assigned Location as of the beginning of the
Term of this License Agreement. It does not in any way supersede any of Licensor's rights with respect to
arrangements and/or locations of public parts of the Building and changes in such arrangements and/or
locations. It is not to be scaled; any measurements or distances shown should be taken as approximate.
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Amendment to License Agreement
Between College Square Mall Partners, LLC (Licensor) and Phelps Youth Pavilion college
Square FunSpace (Licensee)
License Dated February 1, 2013 — January 31, 2014 (Date Reflected on Agreement)
Page 6 of Agreement Section 20.5
Hours of Operation
Monday Closed
Tuesday Closed
Wednesday Closed
Thursday Closed
Friday 5pm-9pm
Saturday loam — 5pm
Sunday 1pm-5pm
Tenant may have additional hours during holidays and special events. Additional hours must be
approved through mall management with 48 hour notice.
Licensee or Tenant: Date
Licensor or Landlord: Date