Loading...
HomeMy WebLinkAboutMarsh Place LP/Waterloo Center for the Arts-6/13/2011Y LEASE AGREEMENT BETWEEN MARSH PLACE L.P. AS LANDLORD AND WATERLOO CENTER For THE ARTS, AS TENANT 627 Sycamore Street, Waterloo, Iowa Dated Effective: May 23, 2011 N:\EDSISS\DOCS\13 844\0003\DJ5157.DOC SUMMARY OF BASIC LEASE INFORMATION The following Summary is attached to the Lease for reference and convenience only, and is qualified in all respects by the applicable provisions of the Lease. If there is a conflict between the Summary and the provisions of the Lease, the provisions of the Lease shall control. Effective Date of Lease: Landlord Landlord's Notice Address and Address for the Payment of Rent: Tenant: Tenant's Tax ID Number: Tenant's Notice Address: Building Name and Address of Premises: Premises and Building: May 23, 2011 Marsh Place L.P. P.O. Box 473 14 West 21st Street Spencer, IA 51301 42-1430230 225 Commercial St Waterloo, IA 50701 Marsh Place 627 Sycamore St Waterloo, Iowa Premises: Building: s.f. Tenant's Share: Corner Commercial Space Term: 4 months Options to Renew: N/A Rent: $1.00 Taxes: Tenant will not pay taxes (See article 7) 2 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease"), effective as of May 23, 2011 (the "Effective Date"), is made by and between Marsh Place LP an Iowa limited partnership ("Landlord") and Waterloo Center for the Arts, ("Tenant"). RECITAL: Tenant desires to lease from Landlord approximately three thousand five hunderd (3,500) square feet, as more particularly described and upon the terms and conditions set forth below. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, the parties hereto mutually agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Certain Definitions. For the purposes of this Lease, unless the context otherwise requires: (a) "Base Building Systems" shall mean the mechanical, gas, utility, electrical, sanitary, HVAC, plumbing, cabling and wiring, telecommunication, excluding any HVAC and other separate or additional systems installed by Tenant within the Building and serving exclusively the Premises. (b) `Building" shall mean the building known as Marsh Place. (c) "Business Days" shall mean all days except Saturdays, Sundays and Legal Holidays. (d) "City" shall mean Waterloo, Iowa (e) "Common Areas" shall mean all of the facilities in or around the Property designed and intended for use by the tenants and subtenants of the Building in common with Landlord and each other, including, to the extent they exist, corridors, hallways, stairways, freight and passenger elevators, fire stairs, telephone and electric closets, telephone trunk lines and electric risers, aisles, sidewalks, walkways, loading docks, or public restrooms, service areas, common entrances, lobbies, and all other common and service areas of the Property intended for such use on the date hereof. (f) "Governmental Authority" shall mean any federal, state, county, municipal or local government and all departments, commissions, boards, bureaus and offices thereof having or claiming jurisdiction over the Property. 3 (g) "HVAC" shall mean heating, ventilating and air conditioning. (h) "Land" shall mean that certain parcel or parcels of real property located in the City, as more particularly described on Exhibit B attached hereto, and on which is situated the Building. (i) "Landlord's Representatives" shall mean the employees, agents, contractors and invitees of Landlord. (j) "Lease Year" shall mean every period of twelve (12) consecutive, full months during the Term, commencing on the Commencement Date; provided, however, if the Commencement Date is not the first day of a month, then the first (1st) Lease Year shall commence on the Commencement Date and terminate at the end of the last day of the month in which the first anniversary of the Commencement Date occurs. (k) "Legal Holidays" shall mean New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (1) "Legal Requirements" shall mean every statute, law (including, without limitation, the Americans with Disabilities Act of 1990 (the "ADA")), ordinance, code, regulation, order, permit, approval, license, judgment, restriction or rule of any Governmental Authority or other public or quasi -public body, agency, court, department, bureau or authority having jurisdiction over the subject matter. (m) "Person" shall mean any individual, partnership, limited liability company, trust, corporation, firm or other person or entity. (n) "Property" means the aggregate of the Land and the Building, including without limitation the Common Areas, the Base Building Systems and the Premises. (o) "Structure" shall mean the bearing walls, roof, exterior walls, support beams, foundation, window frames, windows, floor slabs and support columns of the Building. (p) "Tenant's Property" shall mean all of Tenant's trade fixtures, furniture, equipment and supplies, including without limitation racking, moveable partitions, panels, generators, computers and supplemental HVAC systems provided or installed by or for the benefit of Tenant. (q) "Tenant's Representatives" shall mean the employees, agents and contractors of Tenant. (r) "Unavoidable Delays" shall mean any and all delays beyond a party's reasonable control including without limitation, delays caused by the other party, governmental restrictions, governmental regulations and controls, order of civil, military or naval authority, 4 governmental preemption, strikes, labor disputes, lock -outs, acts of God, fire, earthquake, floods, explosions, extreme weather conditions, enemy action, and civil commotion, riot or insurrection, but expressly excluding insufficiency of funds. ARTICLE 2 LEASE OF PREMISES Section 2.1 Demise. Landlord hereby leases to Tenant those certain premises in the Building as more particularly defined in Section 2.2 below, and as designated on the floor plan or sketch attached hereto as Exhibit A (the "Premises"), and the right, in common with others, to use the Common Areas, all upon the terms and conditions set forth herein. Section 2.2 Area of Premises. (a) Landlord and Tenant agree for all purposes hereunder that the square footage of the Premises is deemed to be three thousand (3,500) ARTICLE 3 TERM Section 3.1 Initial Term. The Premises is leased to the Tenant commencing upon May 23, 2011. The lease is on a day to day basis and is understood by the Tenant that should the Landlord find another tenant to lease the space that they will have at least 7 days to vacate upon request. If the Landlord does not find another Tenant, the Tenant shall be allowed to occupy the above noted space through August 2011 ARTICLE 4 RENT Section 4.1 Base Rent and Additional Rent. Tenant shall pay to Landlord from the Commencement Date through the end of the Term, without notice or demand, in lawful money of the United States of America and at the address set forth in the Summary of Basic Lease Information as Landlord's address for the payment of Rent, or at such other place as Landlord may designate by notice given in accordance with Section 25.1, the following: (a) $1.00 per month ARTICLE 5 INITIAL IMPROVEMENTS Section 5.1 Improvements. (a) Landlord shall complete, at its sole cost and expense, those alterations and improvements to the Premises that are set forth on Exhibit C-1 attached hereto and incorporated 5 herein by this reference (collectively, the "Landlord Improvements"). Landlord shall make all Landlord Improvements in a first-class and workmanlike manner. Landlord shall make commercially reasonable efforts to complete the Landlord Improvements by December 1, 2009. (b) Tenant shall complete, at its sole cost and expense, those alterations and improvements to the Premises that are set forth on Exhibit C-2 attached hereto and incorporated herein by this reference (collectively, the "Tenant Improvements"). Tenant shall make all Tenant Improvements in a first-class and workmanlike manner. All Tenant Improvements shall immediately become the property of Landlord upon completion. Section 5.2 Compliance with Applicable Law. Tenant, at its sole cost and expense, shall comply with and shall be solely responsible for compliance with all Legal Requirements in connection with completing the Tenant Improvements. Section 5.3 Tenant's Agent. Tenant hereby designates ("Tenant' s Agent") as having sole authority to speak for and bind Tenant during construction of the Tenant Improvements. Section 5.4 Schedule of Completion of Work. Tenant shall use commercially reasonable efforts to complete the Tenant Improvements on or before May 31, 2011. ARTICLE 6 USE Section 6.1 Permitted Uses. Tenant shall have the right to use the Premises for establishing a series of storefront art exhibitions and all other uses incidental and related to the foregoing. Landlord agrees that during the Term of this Lease, Tenant shall have the exclusive right within the Building to operate a facility consistent with foregoing described use. ARTICLE 7 ESCALATIONS TENANT DOES NOT PAY REAL ESTATE TAXES ON THIS SPACE ARTICLE 8 UTILITIES AND SERVICES Section 8.1 Services Provided by Landlord at Landlord's Expense. Landlord shall provide or shall cause to be provided to Tenant the following services at Landlord's sole cost and expense (collectively, the `Building Services"): (a) Utilities will be included in rent, however it is understood that there will be minimal need for utilities (heat/lights electric) and should it 6 be determined that the utilities, (electric, gas or water etc.) are not being used properly or that they are not shut off or turned down when not in use that the Landlord has the right to bill the tenant for the overages caused by misuse. (b)Landlord reserves the right to stop the Building Services and Common Area Services when necessary by reason of accident or emergency, mechanical breakdown, Legal Requirements, Unavoidable Delay, or for repairs, alterations, replacements or improvements, that in the reasonable judgment of Landlord are necessary, until the reasons for such stoppage shall have been eliminated. Landlord does not warrant that any of the Building Services and Common Area Services will be free from interruption, and the Tenant acknowledges that any one or more such services may be suspended by reason of accident, repairs, inspections, alterations or improvements necessary to be made, or by Unavoidable Delays. Any such interruption or discontinuance of service shall not be deemed an eviction or disturbance of Tenant's use and possession of the Premises, or any part thereof, nor render Landlord liable to Tenant for damages by abatement of Rent or otherwise, nor relieve Tenant from performance of Tenant's obligations under this Lease. Landlord shall, however, exercise reasonable diligence to restore any service so interrupted. ARTICLE 9 ASSIGNMENT AND SUBLETTING Section 9.1 Tenant shall not assign this Lease nor sublet the Premises or any part thereof. Any assignment of this Lease or subletting of the Premises or any part thereof by Tenant, without the Landlord's written permission, which shall be in Landlord's sole and absolute discretion, shall at the option of the Landlord, make the Rent for the balance of the Term due and payable at once. Landlord shall have the unrestricted right to assign, transfer or sell its rights or interests in this Lease or in the Property. ARTICLE 10 COMPLIANCE WITH LAWS Section 10.1 Obligations of Landlord. Landlord shall comply or shall cause compliance, at Landlord's sole cost and expense, with all Legal Requirements that relate to the performance by Landlord of any duties or obligations to be performed by Landlord under this Lease. Section 10.2 Obligations of Tenant. Tenant shall comply, at Tenant's sole cost and expense, with all Legal Requirements: (i) that are applicable to Tenant's particular use and manner of use of the Premises; (ii) in connection with any Tenant Alterations (as defined in Section 13.1 below); and (iii) all other duties and obligations to be performed by Tenant under this Lease. 7 ARTICLE 11 ENVIRONMENTAL Section 11.1 Landlord. To the best of Landlord's knowledge to date: (a) Neither Landlord nor Landlord's former or present tenants are subject to any investigation concerning the Premises by any Governmental Authority under any applicable federal, state, or local codes, rules and regulations pertaining to air and water quality, the handling, transportation, storage, treatment, usage, or disposal of toxic or hazardous substances, air emissions, other environmental matters, and all zoning and other land use matters. Section 11.2 Tenant. Tenant expressly represents and agrees: (a) During the Term, Tenant's use of the Property will not include the use of any hazardous substance without Tenant first obtaining the written consent of Landlord. Tenant understands and agrees that Landlord's consent is at Landlord's sole option and complete discretion and that such consent may be withheld or may be granted with any conditions or requirements that Landlord deem appropriate. (b) During the Term, Tenant shall be fully liable for all costs and expenses related to the use, storage, removal and disposal of hazardous substances used or kept on the Property by Tenant, and Tenant shall give immediate notice to Landlord of any violation or any potential violation of any environmental regulation, rule, statute or ordinance relating to the use, storage or disposal of any hazardous substance. (c) Tenant, at its sole cost and expense, agrees to remediate, correct or remove from the Property any contamination of the Property caused by any hazardous substances which have been used or permitted by Tenant on the Property during the Term. Remediation, correction or removal shall be in a safe and reasonable manner, and in conformance with all applicable laws, rules and regulations. Tenant reserves all rights allowed by law to seek indemnity or contribution from any person, other than Landlord, who is or may be liable for any such cost and expense. (d) Tenant agrees to indemnify, defend and hold Landlord harmless from and against all claims, causes of action, damages, loss, costs, expense, penalties, fines, lawsuits, liabilities, attorney fees, engineering and consulting fees, arising out of or in any manner connected with hazardous substances, which are caused or created by Tenant, including, but not limited to, injury or death to persons or damage to property, and including any diminution of the value of the Property which may result from the foregoing. This indemnity shall survive the cessation,•termination, abandonment or expiration of this Lease. 8 ARTICLE 12 LANDLORD'S REPRESENTATIONS AND WARRANTIES Section 12.1 Title Matters. Landlord represents and warrants that all encumbrances, restrictions, covenants, declarations and other matters affecting title to the Property do not and will not interfere with Tenant's proposed use of the Premises and the Common Areas. ARTICLE 13 ALTERATIONS; IMPROVEMENTS Section 13.1 Tenant Alterations. Tenant acknowledges that the Building has been listed on the National Register of Historic Places. Except as hereinafter provided, Tenant shall not make any changes, alterations, improvements, decorations or installations (collectively, "Alterations") in or to the Premises of any nature without Landlord's prior written consent. All Alterations shall become Landlord's property upon completion, unless otherwise agreed to in writing. Section 13.2 Law; Mechanic's Liens. At its expense, Tenant shall cause its Alterations to be performed in compliance with all applicable Legal Requirements and in a good and workmanlike manner. Tenant shall discharge within thirty (30) days of notification thereof from or on behalf Landlord, by payment, bond or otherwise, any mechanics' liens filed against the Premises, Building or Property for work, labor, services or materials claimed to have been performed at or furnished to the Premises for or on behalf of Tenant, except when the mechanic's lien is filed by a contractor, supplier, materialman or laborer retained by Landlord, in which event Landlord shall discharge the lien by payment, bond or otherwise. ARTICLE 14 REPAIRS AND MAINTENANCE Section 14.1 Tenant's Obligations. Tenant shall be responsible for any damages they cause to the building, space they lease etc.. ARTICLE 15 CASUALTY AND CONDEMNATION Section 15.1 Fire and Casualty. (a) Partial Destruction of Premises. In the event of a partial destruction or damage of the Premises, which is a business interference which prevents the conducting of a normal business operation the Tenant agrees to move their belongings (b) Zoning. Should the zoning ordinance of the municipality in which this Property is located make it impossible for Landlord to repair or rebuild so that Tenant is not able 9 to conduct its business on these Premises, then such partial destruction shall be treated as a total destruction as provided in the next paragraph. (c) Total Destruction of Business Use. In the event of a destruction or damage of the leased Premises so that Tenant is not able to conduct its business on the Premises or the then current legal use for which the Premises are being this Lease may be terminated at the option of either the Landlord or Tenant. Section 15.2 Condemnation. (a) Disposition of Awards. Should the whole or any part of the Premises be condemned or taken for any public or quasi -public purpose, each party shall be entitled to retain, as its own property, any award payable to it. Or in the event that a single entire award is made on account of the condemnation, each party will then be entitled to take such proportion of said award as may be fair and reasonable. (b) Date of Lease Termination. If the whole of the demised Premises shall be condemned or taken, the Landlord shall not be liable to the Tenant except and as its rights are preserved in paragraph 15.2 (a) above. ARTICLE 16 TENANT'S DEFAULT; LANDLORD'S REMEDIES; RIGHT OF EITHER PARTY TO MAKE GOOD ANY DEFAULT OF THE OTHER Section 16.1 Tenant's Events of Default. Each of the following shall constitute an event of default by Tenant (a "Tenant Default"): (a) Failure to pay Rent when due. (b) Failure to observe or perform any duties, obligations, agreements or conditions imposed on Tenant pursuant to terms of the Lease. (c) Institution of voluntary bankruptcy proceedings in which the Court orders relief against the Tenant as a debtor; assignment for the benefit of creditors of the interest of Tenant under this Lease; appointment of a receiver for the property or affairs of Tenant, where the receivership is not vacated within ten (10) days after the appointment of the receiver. Section 16.2 Notice of Default. Landlord shall give Tenant a written notice specifying the Tenant Default and giving Tenant ten (10) days in which to correct the default (hereinafter "Notice of Default"). If Tenant defaults more than three (3) times in any three hundred sixty- five (365) day period, Landlord shall have the option of immediately terminating this Lease, without any opportunity for Tenant to cure, upon notice to Tenant. Section 16.3 Remedies. In the event Tenant has not remedied a Tenant Default in a timely manner following a Notice of Default, Landlord may proceed with all available remedies at law or in equity, including but not limited to the following: 10 (a) Termination. Landlord may declare this Lease to be terminated and shall give Tenant a written notice of such termination. In the event of termination of this Lease, Landlord shall be entitled to prove claim for and obtain judgment against Tenant for the balance of the Rent agreed to be paid for the Term, plus all expenses of Landlord in regaining possession of the Premises and the re -letting thereof, including attorney's fees and court costs, crediting against such claim, however, any amount obtained by reason of such re -letting. (b) Forfeiture. If a Tenant Default is not remedied in a timely manner, Landlord may then declare this Lease to be forfeited and shall give Tenant a written notice of such forfeiture, and may, at the time, give Tenant the notice to quit provided for in Chapter 648 of the Code of Iowa. Section 16.4 Right of Either Party to Make Good Any Default of the Other. If default shall be made by either party in the performance of, or compliance with, any of the terms or conditions of this Lease, and such default shall have continued for thirty (30) days after written notice thereof from one party to the other, the person aggrieved, in addition to all other remedies now or hereafter provided by law or in this Lease, may, but need not, perform such term or condition, or make good such default and any amount advanced shall be repaid forthwith on demand, together with interest at the rate of twelve percent (12%) per annum, from date of advance. ARTICLE 17 NON -LIABILITY AND INDEMNIFICATION Section 17.1 Nonliability (a) Except to the extent resulting from the willful act or negligence of Landlord or Landlord's Representatives, Landlord shall not be liable to Tenant in connection with or arising from any injury to Tenant or any other person, or for any damage to, or loss (by theft or otherwise) of, any of Tenant's Property or the property of any other Person. (b) Except to the extent resulting from the willful act or negligence of Tenant or Tenant's Representatives, Tenant shall not be liable to Landlord or Landlord's Representatives in connection with or arising from any injury to any person, or for any damage to, or loss (by theft or otherwise) of, any of Landlord's property or the property of any other Person. Section 17.2 Indemnification by Tenant. Tenant shall indemnify and save Landlord harmless of and from all losses, costs, liabilities, claims, damages, expenses, penalties and fines, incurred in connection with or arising from: (i) any Tenant Default; or (ii) any negligence of Tenant or any of Tenant's Representatives in or about the Premises during the Term, including any negligence in the making or performing of any Tenant Alterations or Tenant Improvements. If any action or proceeding shall be brought against Landlord, based upon any such claim, 11 Tenant, upon notice from Landlord, shall cause such action or proceeding to be defended at Tenant's expense. Section 17.3 Indemnification by Landlord. Landlord shall indemnify and save Tenant harmless of and from all losses, costs, liabilities, claims, damages, expenses, penalties and fines, incurred in connection with or arising from: (i) any default of Landlord; and (ii) any negligence of Landlord or Landlord's Representatives in or about the Property either prior to, during, or after the expiration of the Term, ARTICLE 18 SURRENDER Section 18.1 Surrender. On the last day of the Term, Tenant shall quit and surrender the Premises to Landlord broom clean, in substantially the same order, condition and repair as on the Commencement Date, except for ordinary wear, tear and damage by fire or other casualty, and except for obligations of Landlord, together with all Tenant Improvements and Alterations, except as otherwise provided for in this Lease (including but not limited to Article 13), and excluding Tenant's Property. Tenant shall remove from the Building all of Tenant's Property and all personal property and personal effects of all persons claiming through or under Tenant, and shall pay the cost of repairing all damage to the Building occasioned by such removal. ARTICLE 19 INSURANCE Section 19.1 Property Insurance. Landlord will insure the Property for its full insurable value. Tenant agrees to insure its interest in the leasehold improvements and Tenant's Property for the full insurable value. Tenant's insurance shall cover losses included in the Insurance Services Official Broad Form Causes of Loss (formerly fire and extended coverage). Each party hereby waives claims against the other for property damage provided such waiver shall not invalidate the waiving party's property insurance; each party shall attempt to obtain from its insurance carrier a waiver of its subrogation. Tenant hereby waives claims against Landlord for property damage to the Premises or its contents. Tenant agrees to obtain, for the benefit of Landlord, a waiver of subrogation rights from its insurer. Section 19.2 Liability Insurance. Tenant shall obtain commercial general liability insurance for the Premises Such policy shall include liability arising from premises operations, independent contractors, personal injury, products and completed operations and liability assumed under an insured contract. This policy shall be indorsed to include Landlord as an additional insured. Section 19.4 Acts by Tenant. Tenant will not do or omit doing of any act which would invalidate any insurance, or increase the insurance rates in force on the Premises or Building. 12 Section 19.5 Recommendations - Iowa Insurance Services Office. Tenant further agrees to comply with recommendations of Iowa Insurance Services Office and to be liable for and to promptly pay, as if current rental, any increase in insurance rates on the Property due to increased risks or hazards resulting from Tenant's use of the Premises otherwise than as herein contemplated and agreed. Section 19.6 Tenant shall provide a copy of this Lease to its insurer. Section 19.7 Tenant shall also maintain workers' compensation insurance and employer's liability insurance in the applicable statutory limits. ARTICLE 20 SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT Section 20.1 Tenant's Subordination and Attornment. Tenant agrees that this Lease shall be subordinate to any mortgages or trust deeds that may now or hereafter be placed upon said Premises by Landlord and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, and extensions thereof provided that the mortgagee or trustee thereunder shall agree to recognize this Lease and as long as Tenant is not in default hereunder. Tenant further agrees that upon notification by Landlord, this Lease shall be or become prior to any mortgages or trust deeds that may heretofore or hereafter be placed on the Premises. Upon request, Tenant shall execute and deliver a subordination, nondisturbance and attornment agreement satisfactory to Landlord in addition to whatever instruments and financial statements as requested by the mortgagee as may be reasonably required for the above purposes, and failing to do so within twenty (20) days after demand in writing, does hereby make, constitute, and irrevocably appoint Landlord as Tenant's attomey-in-fact and in its name, place, and stead so to do. Tenant shall in the event of the sale or assignment of Landlord's interest in the Building, of which the Premises form a part, or in the event of any proceedings brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord covering the Premises, attorn in writing to the purchaser. ARTICLE 21 ACCESS Section 21.1 Access. Landlord or Landlord's agents shall have the right to enter the Premises at all reasonable times upon reasonable notice for any of the purposes specified in this Lease and: (i) to examine the Premises or forthe purpose of performing any obligation of Landlord or exercising any right or remedy reserved to Landlord in this Lease; (ii) to exhibit the Premises to a prospective purchaser, mortgagee or ground lessor of the Building, and during the last six (6) months of the Term to exhibit the Premises to prospective tenants; (iii) to make such repairs, alterations, improvements or additions or to perform such maintenance, including the maintenance of all Base Building Systems and the Common Areas, as Landlord may deem necessary or desirable; and (iv) to take all materials into and upon the Premises that may be required in connection with any such repairs, alterations, improvements, additions or maintenance. 13 ARTICLE 24 BROKERAGE Section 24.1 Representations and Indemnification. Landlord and Tenant warrant and represent that neither has dealt with a real estate broker in connection with this Lease. Tenant shall defend, hold harmless and indemnify Landlord from any loss, cost, damage or expense, including reasonable attorneys' fees, arising from the breach by Tenant of any representation or covenant in this Section. Landlord shall defend, hold harmless and indemnify Tenant from any loss, cost, damage or expense, including reasonable attorneys' fees, arising from the breach by Landlord of any representation or covenant in this Section. ARTICLE 25 NOTICES AND ESTOPPEL CERTIFICATE Section 25.1 Notice Methods. Any notice, request or demand under this Lease shall be in writing, considered properly delivered when actually received by the other party, addressed as hereinafter provided, and: (i) served personally; (ii) sent by a nationally -recognized overnight courier with return receipt; or (iii) sent by the United States Postal Service, registered or certified mail (return receipt requested). Any notice, request or demand to Landlord or Tenant shall be addressed to such party at the notice addresses set forth in the Basic Lease Information, until otherwise directed in writing. Notwithstanding the foregoing, rejection or other refusal to accept a notice, request or demand, or the inability to deliver the same because of a changed address of which no notice was given, shall be deemed to be receipt of the notice, request or demand sent. Section 25.2 Estoppel Certificate. At any time, and from time to time, upon not less than twenty (20) days' prior written notice by Landlord to Tenant, Tenant shall execute, acknowledge and deliver to Landlord a statement, in writing, certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications), the dates to which Rent has been paid in advance, if any, stating whether, to Tenant's knowledge, there are any offsets to Tenant's obligation to pay Rent hereunder and describing them, if any, stating whether, to Tenant's knowledge, Landlord is in default in performance of any term, covenant or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge, and containing such further information with respect to this Lease or the Premises as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Property or any part thereof, or of the interest of Landlord in any part thereof, by any mortgagee or prospective mortgagee thereof, by any lessor or prospective lessor thereof, or by any prospective assignee of any mortgage thereof. 14 ARTICLE 26 SIGNS Section 26.1 Tenant's Signs. Tenant shall have the right to install signs at the Premises and the Building with the written consent of Landlord which shall be in Landlord's sole and absolute discretion. Section 26.2 Compliance with Laws. All signs installed by Tenant shall comply with Legal Requirements at the expense of Tenant, and shall be installed in a good and workmanlike manner. ARTICLE 27 PARKING Section 27.1 Parking. Tenant acknowledges that this Lease includes no parking. ARTICLE 28 RULES AND REGULATIONS Section 28.1 Tenant's Obligation. Tenant shall abide by and observe any regulations that may be promulgated by Landlord that are necessary for the safety, security, care and appearance of the Property or the preservation of good order therein, or for the operation and maintenance of the Property or equipment therein (collectively, the "Rules and Regulations"); provided the same are in conformity with common practice and usage in first-class commercial office buildings, are consistent with the provisions of this Lease, apply to all tenants, subtenants and occupants of the Building, and a written copy thereof is received by Tenant. Section 28.2 Conflict. If there is a conflict between or ambiguity created by the provisions of this Lease and the Rules and Regulations promulgated pursuant to this Article, the provisions of this Lease shall control and be binding on the parties hereto. ARTICLE 29 LANDLORD'S LIEN AND SECURITY INTEREST. Section 29.1 Landlord shall have, in addition to any lien given by law, a security interest as provided by the Uniform Commercial Code of Iowa, upon Tenant's Property and all substitutions thereof, kept and used on said Premises by Tenant. Landlord may proceed at law or in equity with any remedy provided by law or by this Lease for the recovery of rent, or for termination of this Lease because of Tenant's default in its performance. 15 ARTICLE 30 MISCELLANEOUS Section 30.1 Successors. The terms, covenants and conditions contained in this Lease shall bind and benefit the successors and assigns of the parties with the same effect as if mentioned in each instance where a party is named or referred to, except that no violation of the provisions of Article 9 shall operate to vest any rights in any successor or assignee or Tenant. Section 30.2 Entire Agreement and Amendments. This Lease contains the entire agreement between the parties, and all prior negotiations and agreements are merged in this Lease. This Lease may not be changed, modified or discharged, in whole or in part, except by a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. Section 30.3 Governing Law. This Lease shall be governed in all respects by the laws of the State of Iowa. Section 30.4 Separability. If any term or provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such term shall not be affected thereby. Section 30.5 Consents. Except as otherwise specified in this Lease, including the Exhibits hereto, a party shall not unreasonably withhold, delay or condition any requested consent or approval. Section 30.6 Notice of Lease. This Lease shall not be filed of record by either Landlord or Tenant. Either party may, however, request that a memorandum of this Lease be filed in a form reasonably acceptable to both. Landlord and Tenant shall execute and deliver a memorandum of this Lease in proper form for recording within ten (10) Business Days following the request therefor and the delivery by the requesting party of a draft memorandum of lease. The requesting party shall pay all costs of filing. Section 30.7 Counterparts. This Lease may be executed in any number of counterparts, each of which upon execution and delivery shall be considered an original for all purposes; provided, however, all such counterparts shall, together upon execution and delivery, constitute one and the same instrument. Section 30.8 Cumulative Remedies. All of the remedies given to a party in this Lease in the event of default by the other party are in addition to all other rights or remedies to which the first party may be entitled at law or in equity; all such remedies shall be deemed cumulative and the election of one shall not be deemed a waiver of any other or further rights or remedies. Section 30.9 Ambiguities. Any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Lease or any amendments or exhibits hereto. 16 [SIGNATURE PAGE) IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year first above written. (Vii24temiut... MA to!C�LLLk� ' STATE OF IOWA ) ss: COUNTY OF WOODBURY ) Landlord: Marsh Place LP By: Name: Title: Tenant: Waterloo Center for the Arts By: Name: Title: The foregoing instrument was acknowledged before me this day of 2009, by , as of CENTURY PLAZA, L.P., an Iowa limited liability partnership. Notary Public STATE OF IOWA ) ) ss: COUNTY OF WOODBURY ) The foregoing instrument was acknowledged before me this day of 2009, by as of ONE STOP MEAT SHOP. Notary Public 17 EXHIBIT C-1: (LANDLORD IMPROVEMENTS) No improvements by landlord EXHIBIT C-2 (TENANT IMPROVEMENTS) 1. Paint doors at Tenant expense 2. Hang signs: window cling type only. No other improvements will be made without prior written approval with the Landlord.