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HomeMy WebLinkAboutClub Canine Lease and Terminiation Notice • EJEIOVMFnt, P® CARMEL REDEVELOPMENT COMiVIISSION • James Brainard Mayor January 2, 2013 Commissioners William Hammer Ms. Kera Slowitsky President Club Canine, LLC 457 3'a Avenue SW. Suite A David Bowers Carmel, IN 46032 Vice President Bradley Meyer RE: Rent Payment and Lease Expiration Secretary Ms. Kera Slowitsky: Carolyn E.Anker Commissioner On December 31, 2012, the Carmel Redevelopment took ownership of the Jeff Worrell property located at 457 3' Avenue SW, Carmel, IN 46032. The lease that Commissioner Club Canine, LLC had with BobbyJohn, LLC is in full force and effect until it expires on August 1,2013. It is the decision of the CRC not to renew the Gregory Phillips lease and we expect you to vacate the premises by August 1 2013. Commissioner p y p Y g Please make all monthly rent payments, in the amount of$3,200, to the Les Olds,AIA Cannel Redevelopment Commission. Our address is 30 West Main Street, Executive Director Suite 220, Carmel, IN 46032. If you have any questions or concerns, please contact Les Olds at 317-571-2787 or lolds@carmel.in.gov. Sincerely, Opprcafe Les S. Olds, AIA Executive Director Cannel Redevelopment Commission 30 WEST MAIN STREET, Semi 220, CARMEL, IN 46032 OFFICE 317.571.ARTS (2787) FAX 317.571.2789 INDUSTRIAL LEASE THIS LEASE,made this 2/ day of July,2006 by and between BobbyJohn,LLC("Landlord")and Club Canine,LLC ("Tenant"). WITNESSETH: ARTICLE 1. Lease of Premises Section 1.01. Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord certain office/warehouse space commonly known as 457 Third Avenue SW, Suite A, located in Hamilton County,Cannel,Indiana, and which is situated on the tract of land described in Exhibit A attached hereto(the"Building"),subject to the terms and conditions herein set forth, for the specific term hereinafter specified. The leased Building's space is set forth in Item A, Section 1.02 hereinafter,and is outlined on Exhibit B attached. ("Leased Premises"). Section 1.02. Basic Lease Provisions. (A) BUILDING ADDRESS:457 Third Avenue SW,Suite A CITY,STATE: Cannel,IN ZIP CODE: 46032 (B) RENTABLE AREA: Sec Exhibit B; (C) BASIC ANNUAL RENT: Years 1—3 $42,000.00 per year Years 4—5 $38,400.00 per year (D) MONTHLY RENTAL INSTALLMENTS: Months 1—36 $3,500.00 per month Months 37—60 $3,200.00 per month (E) LANDLORD'S SHARE OF OPERATING COSTS: 2006 Base Year; (F) TERM: Five(5)Years; (G) TARGET COMMENCEMENT DATE:August 15,2006; T- /- (H) CONSTRUCTION DRAWINGS APPROVAL DATE:N/A; J AAA- S°S C to tt n r S (I) SECURITY DEPOSIT: $3,500.00; - a S J t (J) OUTSIDE BROKER: N/A ,,e>— q (K)PERMITTED USE: Dog Care Facility; O �7 �O (L) ADDRESS FOR RENT PAYMENTS AS FOLLOWS: LANDLORD BobbyJohn,LLC 8730 Commerce Park Place,Suite C Indianapolis,IN 46268 L (M) ADDRESS FOR NOTICES AS FOLLOWS: ^� D 7 �r_ O _ LANDLORD BobbyJohn,LLC — 2 '!/ 8730 Commerce Park Place,Suite C Indianapolis,IN 46268 TENANT Club Canine,LLC C, tr >< 457 Third Avenue SW,Suite A Carmel,IN 46032 o(sfo I ( 7 (oa ARTICLE 2. Term Section 2.01. Term The term of this Lease shall be for the period specified in Item F of Section 1.02("Original Term")and shall commence on the first to occur of the(i)Target Commencement Date specified in Item G Section 1.02, provided that the Leased Premises are ready for occupancy on the Target Commencement Date; or(ii)the day Tenant's personnel first occupy or take possession of any part of the Leased Premises The date of commencement defined above("Commencement Date"),and the ("Expiration Date") shall be confirmed by Tenant as provided in Section 2.04. "Lease Term", when used in this Lease shall include the Original Term and any renewal term. Section 2.02. Landlord's Option to Cancel. Landlord shall, with sixty (60)days written notice,have the option to cancel this Lease at any time after month 36 of the Lease with a Five Thousand Dollar ($5,000) payment to Tenant and no further obligation to Tenant. Section 2.03.Condition of Premises. Tenant agrees(i)to accept the Leased Premises in its present condition;or(ii)in the event Landlord concurrently, with or prior to, the execution of this Lease has agreed in writing with the Tenant to complete alterations to,or repairs of the Leased Premises which agreement shall be attached as Exhibit C to this Lease,Landlord agrees to perform pursuant to such an agreement as set forth in Exhibit C subject to events and delays due to causes beyond its reasonable control and shall give thirty(30)days written notice of the day on which its work is to be performed. in accordance with the terms of Exhibit C shall be completed. From and after receipt of said notice or earlier with the consent of Landlord, Tenant shalt have the right and privilege of going onto the Leased Premises to complete interior decoration work and to prepare the Leased Premises for its occupancy,provided,however,that its schedule in so doing shall be communicated to Landlord and the approval of Landlord secured so as not to interfere with other work of Landlord being carried on at the time; and provided further that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any of Tenant's leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises prior to the Commencement Date. Section 2.04.Tenant's Acceptance of the Leased Premises. Upon delivery of possession of the Leased Premises to Tenant as hereinbefore provided,Tenant shall execute an Acceptance Letter acknowledging(i)the Commencement Date and Expiration Date of this Lease, and(ii) that Tenant has accepted the Leased Premises for occupancy and that the condition of the Leased Premises, including the Tenant finish improvements constructed thereon, and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all respects,except for any defects as to which Tenant shall give written notice to Landlord within thirty (30) days after such delivery. Landlord shall promptly thereafter correct all such defects. Such Acceptance Letter shall become a part of this Lease. If Tenant takes possession of the Leased Premises,Tenant shall be deemed to have accepted the Leased Premises in the manner described in this Section 2.03, even though the Acceptance Letter provided for herein may not have been executed by Tenant. ARTICLE 3. Occupancy and Use Section 3.01.Occupancy and Use. Tenant shall use and occupy the Leased Premises for the purposes as set out in Item K of Section 1.02, and for no other purposes except with the prior written consent of the Landlord. Tenant shall use the Leased Premises for no unlawful purpose or act; shall commit or permit no waste or damage to the Leased Premises; shall comply with and obey all laws, regulations, or orders of any governmental authority or agency, directions of the Landlord, including Rules and Regulations which are adopted, changed or modified from time to time by Landlord on reasonable notice to Tenant, all of which are and will be a part of this lease as Exhibit D; shall not do or permit anything to be done in or about the Leased Premises which will in any way obstruct or interfere with the rights or other Tenants or occupants of the Building or injure or annoy them,and shall not do or permit anything to be done which will increase the rate of fire insurance upon the Building. Section 3.02. Landlord's Rights Regarding Use. In addition to the rights specified elsewhere in this Lease,Landlord shall have the following rights regarding the use of the Leased Premises and common areas by Tenant, its employees, agents, customers and invitees, which may be exercised without notice or liability to Tenant, including the right of Landlord to install such signs, advertisements, notices or Tenant identification information on the directory board, or Tenant access doors it shall deem appropriate; other window coverings Tenant may propose for use invisible from the outside of the Leased Premises; to approve or disapprove of all signs, sign painting and lettering; to grant any person exclusive right to conduct any business or render service in the Building, provided that such exclusive right shall not operate to limit Tenant from using the Leased Premises from the permitted use as outlined in Item K of Section 1.02; and to control the common areas in such a manner as the Landlord deems necessary and proper including, but not limited to requiring all persons entering or leaving the Building to identify themselves to security guards; excluding or expelling peddlers, solicitors or loud or unruly persons from the Building; and closing and limiting access to the Building or other part thereof, including entrances and doors during times of emergencies, or repairs or after regular business. Section 3.03.Access to Leased Premises. Landlord reserves the right to enter the Leased Premises in any emergency,taking into consideration the nature of Tenant's business which requires unrestrained canines to be present at the Leased Premises,and in non-emergency situations, Landlord shall provide Tenant with twenty-four(24) hours notice of Landlord's intention to enter the Leased Premises and to also inspect the same, to alter, improve, remodel or repair the premises or any portion of the real estate of which the Leased Premises are a part,without abatement of rent and without incurring any liability to Tenant therefore. Landlord shall also have the right to enter the Leased Premises during Tenant's normal business hours with advance notice to Tenant, and to show the same to prospective purchasers, mortgagees and tenants. Landlord shall incur no liability through the Tenant for such entry,nor shall such entry constitute an eviction of the Tenant or a termination of the Lease,or entitle Tenant to any abatement of rent therefore. In addition, during the final six(6) months of this Lease or any renewal term,Landlord may place on the Leased Premises where appropriate the usual notices"For Lease"or"For Sale"or other similar notices which Tenant shall permit to remain without molestation. • Section 3.04. Surrender of Leased Premises. At the end of the term or any renewal thereof or other sooner termination of this Lease, the Tenant will peaceably deliver up to the Landlord possession of the Leased Premises, together with all improvements or additions upon or belonging to the same,in the same condition as received,or first installed,ordinary wear and tear and damage by fire, earthquake, Act of God or the elements alone excepted except that in case the building is to be razed, Tenant shall be permitted to take any improvements made to Leased Premises that were paid for by the Tenant Upon the termination of this Lease, Tenant shall at Tenant's sole cost, remove all counter, trade fixtures, office furniture and equipment installed by Tenant unless otherwise agreed to in writing by Landlord. Tenant shall also repair any damage caused by such removal. Property not so removed shall be deemed abandoned at the termination of this Lease by the Tenant and title to the same shall thereupon pass to Landlord. Tenant shall indemnify the Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Leased Premises,including without limitation,any claims made by any succeeding Tenant founded on such delay. Section 3.05.Holding Over. In the event Tenant remains in possession of the Leased Premises or any part thereof without the consent of Landlord after the expiration or earlier termination of this Lease, Tenant shall be deemed to hold the Leased Premises as a tenant on a month-to-month basis subject to all of the terms, conditions, covenants and provisions of this Lease (which shall be applicable during the holdover period),except that Tenant shall pay to Landlord such rent as Landlord shall then specify,or in the absence of such specifications, the sum of last current Basic Annual Rent plus Excess Operating Costs,which rent shall be payable to Landlord on demand. In addition,Tenant shall be liable to Landlord for all damages occasioned by such holding over. Tenant shall vacate and surrender the Leased Premises to Landlord upon Tenant's receipt of notice from Landlord to vacate. No holding over by Tenant,whether with or without the consent of Landlord,shall operate to extend this Lease except as otherwise expressly provided herein. ARTICLE 4. Rent and Deposit Section 4.01. Basic Annual Rent. Tenant hereby agrees to pay a Basic Annual Rent for Leased Premises in the amount specified in Item C, Section 1.02 of this Lease payable in advance in equal consecutive monthly installments as specified in Item D, Section 1.02 of this Lease,on or before the first day of each month during the lease term. The annual Rental shall be due and payable in twelve(12) equal installments on the first day of each calendar month during the term of this Lease. Tenant hereby agrees to pay the monthly Rental installments to Landlord as provided in Item L, Section 1.02 of this Lease or at such other location as Landlord may designate from time to time, in advance without demand and without any deduction, abatement, counterclaim or set off. In the event of a partial month at the beginning or end of the term of this Lease,the Rental and any other charges or costs,payable by Tenant shall be prorated on the basis of a thirty(30)day month. Any portion of the monthly Rental installments not paid when due bears a delinquency charge equal to five percent(5%)of the amount of the rental due and unpaid multiplied by the number of months or fraction thereof,during which time such rental amounts remain overdue. All Rental and other charges payable by Tenant pursuant to the terms of this Lease shall be payable without relief from valuation and appraisement laws,and with reasonable attorney's fees and costs of collection. Section 4.02. Security Deposit Tenant has herewith deposited with the Landlord the sum specified in Item I, of Section 1.02 of this Lease. Said deposit shall be held by Landlord, without liability for interest,as security for the faithful performance by Tenant of all of the terms,covenants,and conditions of this Lease,and may be applied by Landlord,in whole or in part for the payment of any past due rent or other money damage or loss which may be sustained by Landlord because of a breach of this Lease by Tenant. In the event of any such application by Landlord,Tenant shall,upon the written demand of Landlord,forthwith remit to Landlord sufficient funds to restore the security to the original sum deposited. Said deposit shall be returned to Tenant upon termination of Tenant's occupancy hereunder,provided Tenant has complied with all of the terms,covenants and conditions of this Lease, including those relating to the condition in which the Leased Premises shall be left by Tenant. Landlord may deliver such deposit to any purchaser of other transferee of Landlord's interest in the Real Estate,and thereupon Landlord shall be discharged from any further liability with respect to such deposit. Landlord shall not be required to hold such security deposit in a separate account,but may commingle it with Landlord's other funds. ARTICLE 5. Utility and Other Building Services Section 5.01. Utility Reimbursement Tenant shall reimburse Landlord for its pro-rata share of all utility bills, including without limitation all gas, electricity,fuel, light, and heating and cooling bills for Leased Premises. Landlord will bill Tenant's pro-rata share to Tenant on a monthly basis,payable upon receipt. Section 5.02. Other Building Services. Tenant shall pay all charges for garbage collection services, snow removal and for all other sanitary services rendered to Leased Premises or used by Tenant in connection therewith. If Tenant fails to pay any of said charges for garbage collection, snow removal or other sanitary services,Landlord shall have the right but not the obligation to pay the same, and such payment may be added to the rental of Leased Premises next due as additional rental. Tenant shall strictly comply with all regulations, codes and regulations of all applicable governmental authorities relative to the storage and collection of garbage and refuse. Tenant shall also provide pest control service to Leased Premises at Tenant's expense or otherwise keep Leased Premises free from pests. In addition,Tenant shall be responsible for cleaning and janitorial services of the Leased Premises,including carpet cleaning,and washing of windows at intervals reasonably established by Landlord. Section 5.03. Interruption of Services. Tenant understands, acknowledges and agrees that any one or more of the utilities or other Building services identified in Section 5.01 maybe interrupted by reason of accident,emergency or other causes beyond Landlord's control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made; that Landlord does not represent or warrant the uninterrupted availability of such utilities or Building services, and that any such interruption shall not be deemed an eviction or disturbance of Tenant's right to possession, occupancy and use of the Leased Premises or any part thereof, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from the obligation to perform its covenants under this Lease. If Landlord is not able to correct the interruption in service until after a 30 day period,rent shall be abated until business is able to be resumed. ARTICLE 6. Repairs,Maintenance,Alterations, Improvements and Fixtures Section 6.01. Repair and Maintenance of Building. Subject to Section 6.02 and except for any repairs made necessary by the negligence, misuse, or default of Tenant, its employees, agents, customers and invitees, Landlord shall make all necessary repairs to the exterior walls,roofs and foundations,and Landlord shall keep the Building in a safe,clean and neat condition and use reasonable efforts to keep the portion of equipment used in common with other tenants such as plumbing, electrical and similar equipment,in good condition and repair. Except as provided in Article 7 hereof,there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Leased Premises or in or to any fixtures, appurtenances and equipment therein or thereon. Section 6.02. Tenant Maintenance. Tenant shall repair, maintain, replace as necessary and keep in good, clean and safe repair all portions of the Leased Premises and all equipment, fixtures and systems therein which are not specifically set forth as the responsibility of Landlord of this Lease. Tenants repairs and replacements shall include heating and air-conditioning systems provided for the Leased Premises by the Tenant, parts, components and fixtures of the same; maintenance of heating and air conditioning systems provided for the Leased Premises by Tenant shall include without limitation, standard, periodic maintenance as suggested by the manufacturer for same. . Tenant shall also promptly repair or replace all doors and floor covering,partitions and all glass and plate glass,whether interior or exterior,within Leased Premises immediately when cracked, broken, or damaged,and Tenant shall be liable for and shall hold Landlord harmless against any damage or injury to Premises or the Building or to any person or property caused or contributed to by any act of negligence, of Tenant, any invitee, agent, affiliate,customer or client of Tenant or anyone in Tenant's control or employ. Tenant shall at once report in writing to Landlord any defective condition known to Tenant which Landlord is required to repair, and failure to promptly report such defects shall make Tenant liable to Landlord for any liability incurred by Landlord by reason of such defects. In no event shall Tenant cause or allow any outside storage of trash,refuse,debris or anything else on the Leased Premises,whether in the area of the dumpster or otherwise. All personal property of Tenant or Tenant's employees, agents, affiliates or invitees located in or brought upon Leased Premises or any part of the Building shall be at the risk of Tenant only,and Landlord shall not be liable to Tenant or any other party for any damage thereto or theft thereof resulting from any cause. Without limiting the generality of the foregoing, Tenant shall conduct a program of preventive maintenance and repair of all heating, ventilation, and air conditioning provided for the Leased Premises by Tenant, servicing of the Leased Premises, and Tenant shall be responsible for any and all maintenance, replacement, or repairs to such equipment and systems. In the event Tenant shall fail to provide the necessary preventive maintenance required herein, Landlord may accomplish such maintenance and all costs incurred thereby shall be paid by Tenant upon demand by Landlord. Tenant shall replace any glass and windows and doors(including any frames, retaining members and appurtenances thereto)in the Leased Premises which may be broken or damaged. Notwithstanding any provision herein to the contrary, Tenant shall not be responsible for making any repairs occasioned by any act or negligence of Landlord or its agents,which repairs shall be promptly made by Landlord at its sole cost and expense. Section 6.03. Alterations or Improvements. Upon prior written consent from Landlord,alterations or improvements may be made to the Leased Premises;provided however,such alterations or improvements shall be made by Landlord,or contractors approved by Landlord. All costs attributable to said alterations or improvements shall be borne by Tenant, including, but not limited to all construction costs, fees, architectural costs, permit fees and attorney fees unless otherwise agreed by Tenant and Landlord. Any alterations or improvements to the Leased Premises, except movable office furniture, equipment and trade fixtures, shall become a part of the realty,and be the property of Landlord,and shall not be removed by Tenant. Any alterations or improvements to Leased Premises paid for by the Tenant shall be permitted to be removed by Tenant at the expiration of the Lease,as agreed to jointly with Landlord,in the case of destruction of the building. Section 6.04. Trade Fixtures. Any trade fixtures installed on the Leased Premises by Tenant at its own expense,such as movable partitions, counters, shelving, showcases, mirrors and the like, may, and, at the request of the Landlord, shall be removed on the expiration or earlier termination of this Lease, provided that Tenant is not then in default, that Tenant bears the cost of such removal, and further that Tenant repairs at its own expense any and all damages to the Leased Premises resulting from such removal. If Tenant fails to remove any and all such trade fixtures from the Leased Premises on the expiration or earlier termination of this Lease, all such trade fixtures shall become the property of Landlord unless Landlord elects to require their removal, in which case Tenant shall, at its expense, promptly remove the same and restore the Leased Premises to their prior condition. ARTICLE 7. Fire or Other Casualty; Eminent Domain Section 7.01. Substantial Destruction of the Building or the Leased Premises. If either the Building or the Leased Premises should be substantially destroyed or damaged(which as used herein, means destruction or material damage to at least 50%of the Building or the Lease Premises)by fire or other casualty,then Landlord or Tenant may, at its option,terminate this Lease by giving written notice of such termination to the other party within thirty(30) days after the date of such casualty. In such event,rent shall be apportioned to and shall cease as of the date of such casualty. If neither party exercises this option,then the Leased Premises shall be reconstructed and restored, at Landlord's expense,to substantially the same condition as they were prior to the casualty;provided however,that Landlord's obligation hereunder shall be limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord in accordance with Exhibit C; and further provided that if Tenant has made any additional improvements pursuant to Section 6.03,Tenant shall reimburse Landlord for the cost of reconstructing the same. In the event of such reconstruction, rent shall be abated from the date of the casualty until substantial completion of the reconstruction repairs; and this Lease shall continue in full force and effect for the balance of the Term. Section 7.02. Partial Destruction of the Leased Premises. If the Leased Premises should be damaged by fire or other casualty, but not substantially destroyed or damaged to the extent provided in Section 7.01,then, so long as sufficient insurance proceeds are available for Landlord's use in reconstruction and repair, then such damaged part of the Leased Premises shall be reconstructed and restored, at Landlord's expense, to substantially the same condition as it was prior to the casualty; provided however,that Landlord's obligation hereunder shall be limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord in accordance with Exhibit C;and further provided that if Tenant has made any additional improvements pursuant to Section 6.03,Tenant shall reimburse Landlord for the cost of reconstructing the same. In such event, if the damage is expected to prevent Tenant from carrying on its business in the Leased Premises to an extent exceeding 30%of its normal business activity,rent shall be abated in the proportion which the approximate area of the damaged part bears to the total area in the Leased Premises from the date of the casualty until substantial completion of the reconstruction repairs;and this Lease shall continue in full force and effect for the balance of the Term. Landlord shall use reasonable diligence in completing such reconstruction repairs,but in the event Landlord fails to complete the same within sixty(60)days from the date of the casualty, Tenant may, at its option, terminate this Lease by giving Landlord written notice of such termination, whereupon both parties shall be released from all further obligations and liability hereunder. Section 7.03. Eminent Domain. If the whole or any part of the Leased Premises shall be taken for public or quasi-public use by a governmental or other authority having the power of eminent domain or shall be conveyed to such authority in lieu of such taking, and if such taking or conveyance shall cause the remaining part of the Leased Premises to be untenantable and inadequate for use by Tenant for the purpose for which they were leased,then either Landlord or Tenant may,at their respective option,terminate this Lease as of the date Tenant is required to surrender possession of the Leased Premises by giving written notice of such termination to the other party. If a part of the Leased Premises shall be taken or conveyed but the remaining part is tenantable and adequate for Tenant's use, then this Lease shall be terminated as to the part taken or conveyed as of the date Tenant surrenders possession;Landlord shall make such repairs,alterations and improvements as may be necessary to render the part not taken or conveyed tenantable;and the rent shall be reduced in proportion to the part of the Leased Premises so taken or conveyed. However,if the compensation awarded(reduced by any application thereof by Landlord's mortgage to its mortgage)is insufficient to restore the Leased Premises, Landlord shall have the option to terminate this Lease as of the date Tenant is required to surrender possession of the Leased Premises by giving Tenant written notice of such termination. Tenant shall also have the option to terminate this Lease as of the daze Tenant is required to terminate business,leaving adequate time to remove her property,by giving Landlord written notice.All compensation awarded for such taking or conveyance shall be the property of Landlord without any deduction therefrom for any present or future estate of Tenant Tenant shall have the right to recover from such authority,such compensation as may be awarded to Tenant on account of moving and relocation expenses and depreciation to and removal of Tenant's property. ARTICLE 8. Insurance Section 8.01. Landlord's Insurance. Landlord shall at all times during the Lease Term carry, at its expense, a policy of insurance which insures the Building, including the Leased Premises, against loss or damage by fire or other casualty(namely, the perils against which insurance is afforded by a standard fire insurance policy and extended coverage endorsement);provided, however, that Landlord shall not be responsible for, and shall not be obligated to insure against, any loss of or damage to any personal property of Tenant or which Tenant may have in the Building or the Leased Premises or any trade fixtures installed by or paid for by the Tenant on the Leased Premises or any additional improvements which Tenant may construct on the Leased Premises,and Landlord shall not be liable for any loss or damage to such property,regardless of cause,except the negligence of Landlord and its employees,agents, customers and invitees. If the Tenant finish improvements installed by Landlord or Tenant pursuant to Exhibit C which are in excess of the Building standard tenant finish improvements or any alterations or improvements made by Tenant pursuant to Section 6.03 result in an increase in the premiums charged during the Lease Term on the casualty insurance carried by Landlord on the Building,then the cost of such increase in insurance premiums shall be borne by Tenant,who shall reimburse Landlord for the same as additional rent after being separately billed therefore. Section 8.02. Landlord's Responsibility. Landlord shall assume the risk of,be responsible for,have the obligation to insure against, and indemnify'.Tenant and hold it harmless from, any and all liability for any loss of or damage or injury to person (including death resulting therefrom) or property (other than Tenant's property as provided in Section 8.01.) occurring in, or about the Common Areas,regardless of cause,except for that caused by the sole negligence of Tenant and its employees,agents, customers and invitees; and Landlord hereby releases Tenant from any and all liability for the same. Landlord's obligation to indemnify Tenant hereunder shall include the duty to defend against any claims asserted by reason of such loss,damage or injury and to pay any judgment,settlements,costs,fees and expenses, including attorney's fees,incurred in connection therewith. Section 8.03. Tenant's Insurance. Tenant, in order to enable it to meet its obligation to insure against the liabilities specified in this Lease,shall at all times during the Lease Term carry,at its own expense,for the protection of Tenant,Landlord and Landlord's management agent, as their interest may appear, one or more policies of general public liability and property damage insurance,issued by one or more insurance companies acceptable to Landlord,with the following minimum coverages: (A) Worker's Compensation-minimum statutory amount. (B) Comprehensive General Liability Insurance, -Not less than$2,000,000 including Blanket,Contractual Liability, Combined Single Limit for Broad Form Property Damage,Personal Injury, both bodily&property damage Completed Operations,Products Liability (C) Fire and Extended Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage insurance, for the full cost of replacement of Tenant's property. Such insurance policy or policies shall name Landlord and Landlord's management agent as additional insureds and shall provide that they may not be cancelled on less than thirty(30)days prior written notice to Landlord. Tenant shall furnish Landlord with Certificates of Insurance evidencing such coverage. Should Tenant fail to carry such insurance and furnish Landlord with such Certificates of Insurance after a request to do so, Landlord shall have the right to obtain such insurance and collect the cost thereof from Tenant as additional rent. Section 8.04. Tenant's Responsibility. Tenant shall assume the risk of, be responsible for, have the obligation to insure against,and indemnify Landlord and hold it harmless from any and all liability for any loss of or damage or injury to any person (including death resulting therefrom)or property occurring in,or about the Leased Premises,regardless of cause,except for any loss or damage from fire or other casualty as provided in Section 8.01 and except for that caused by the sole negligence of Landlord and its employees, agents, customers and invitees; and Tenant hereby releases Landlord from any and all liability for the same. Tenant's obligation to indemnify Landlord hereunder shall include the duty to defend against any claims asserted by reason of such loss, damage or injury and to pay and judgment, settlements, costs, fees and expenses, including attorneys'fees, incurred in connection therewith. Notwithstanding anything herein to the contrary, Tenant shall bear the risk of any loss or damage to its property as provided in Section 8.01. Section 8.05. Waiver of Subrogation. Landlord and Tenant hereby release each other and each other's employees, agents, customers and invitees from any and all liability for any loss of or damage or injury to person or property occurring in, on or about or to the Leased Premises,the Building or personal property within the Building by reason of fire or other casualty which could be insured against under a standard fire and extended coverage insurance policy,regardless of cause,including negligence of Landlord or Tenant and their respective employees, agents, customers and invitees, and agree that such insurance carried by either of them shall contain a clause whereby the insurer waives its right of subrogation against the other party. Because the provisions of this Section 8.05 are intended to preclude the assignment of any claim mentioned herein by way of subrogation or otherwise to an insurer or any other person,each party to this Lease shall give to each insurance company which has issued to it one or more policies of fire and extended coverage insurance notice of the provisions of this Section 8.05 and have such insurance policies properly endorsed, if necessary, to prevent the invalidation of such insurance by reason of the provisions of this Section 8.05. ARTICLE 9. Liens Section 9.01. Liens. If,because of any act or omission of Tenant or any person claiming by,through,or under Tenant,any mechanic's lien or other lien shall be filed against the Leased Premises or the Building or against other property of Landlord (whether or not such lien is valid or enforceable as such), Tenant shall,at its own expense,cause the same to be discharged of record within thirty-five(35) days after the date of filing thereof, and shall also indemnify Landlord and hold it harmless from any and all claims,losses,damages,judgments, settlements, costs and expenses, including attorneys'fees, resulting therefrom or by reason thereof. Landlord may,but shall not be obligated to, pay the claim upon which such lien is based so as to have such lien released of record;and,if Landlord does so,then Tenant shall pay to Landlord,as additional rent,upon demand,the amount of such claim, plus all other costs and expenses incurred in connection therewith, plus interest thereon at the rate of eighteen percent(18%)per annum until paid. ARTICLE 10. Rental,Personal Property and Other Taxes Section 10.01. Taxes. Tenant shall pay before delinquency any and all taxes, assessments, fees or charges, including any sales, gross income, rental, business occupation or other taxes, levied or imposed upon Tenant's business operations in the Leased Premises and any personal property or similar taxes levied or imposed upon Tenant's trade fixtures, leasehold improvements or personal property located within the Leased Premises. In the event any such taxes,assessments,fees or charges are charged to the account, of or are levied or imposed upon the property of Landlord,Tenant shall reimburse Landlord for the same as additional rent. Notwithstanding the foregoing,Tenant shall have the right to contest in good faith any such item and to defer payment until after Tenant's liability therefore is finally determined. If any tenants finish improvements,trade fixtures, alterations or improvements or business machines and equipment located in, or about the Leased Premises, regardless of whether they are installed or paid for by Landlord or Tenant and whether or not they are affixed to and become a part of the realty and the property of Landlord,are assessed for real property tax purposes at a valuation higher than that at which other such property in other leased space in the Building is assessed, then Tenant shall reimburse Landlord as additional rent for the amount of real property taxes shown on the appropriate county official's records as having been levied upon the Building or other property of Landlord by reason of such excess assessed valuation. ARTICLE 11. Assignment and Subletting Section 11.01. Assignment and Subletting by Tenant. Tenant may not assign this Lease or sublet the Leased Premises or any part thereof,without the prior written consent of Landlord;and any attempted assignment or subletting without such consent shall be invalid. In the event of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested)containing an agreement of assumption of all Tenant's obligations under this Lease. Upon the occuncuce of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to constitute a waiver or release of Tenant from the further performance of its obligations under this Lease or the making of a new lease with such assignee or subtenant. Landlord may, in its sole discretion, refuse to give its consent to any proposed assignment or subletting for any reason, including, but not limited to Landlord's determination that its interest in the Lease or the Leased Premises would be adversely affected by (i) the financial condition, creditworthiness or business reputation of the proposed assignee or subtenant, (ii) the • prevailing market or quoted rental rates for space in the Building or other comparable Buildings or(iii)the proposed use of the Leased Premises by,or business of,the proposed assignee or subtenant. ARTICLE 12. Transfer by Landlord Section 12.01. Sale and Conveyance of the Buildinp. Landlord shall have the right to sell and convey the Building at any time during the Lease Term,subject only to the rights of Tenant hereunder;and such sale and conveyance shall operate to release Landlord from liability hereunder after the date of such conveyance as provided in Section 13.08. Section 12.02. Subordination. Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage;and the recording of any such mortgage shall make it prior .and superior to this Lease regardless of the date of execution or recording of either document. Tenant shall, at Landlord's request,execute and deliver to Landlord,without cost,any instrument which may be deemed necessary or desirable by Landlord 0 to confirm the subordination of this Lease and an Estoppel Certificate in the form required by Landlord, and as provided in Section 16.14 of this Lease;and, if Tenant fails or refuses to do so,Landlord may execute such instrument in the name and as the act of Tenant. Notwithstanding the foregoing, no default by Landlord under any such mortgage shall affect Tenanfs rights hereunder so long as Tenant is not in default under this Lease. Tenant shall, in the event any proceedings are brought for the foreclosure of any such mortgage, attorn to the purchaser upon any such foreclosure and recognize such purchaser as the Landlord under this Lease. ARTICLE 13. Defaults and Remedies Section 13.01. Defaults by Tenant Each of the following events shall be an"Event of Default"hereunder: (A) Failure of Tenant to pay any installment of rent or any part thereof(including but not limited to failure to make any deposit required under the terms of this Lease)or any other payments of money, costs,or expenses herein agreed to be paid by Tenant when due. (B) Failure to observe or perform one or more of the other terms,conditions, covenants, or agreements of this Lease and the continuance of such failure for a period of ten(10)days,or other such period provided in this Lease,after written notice by Landlord specifying such failure (unless such failure requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature reasonably be performed, done, or removed, as the case may be, within such ten (10) day period or other such period required in this Lease, in which case no default shall be deemed to exist so long as Tenant shall have commenced doing the same within such ten (10) day or other such period required in this Lease and shall diligently and continuously prosecute the same to completion); (C) The filing of an application by Tenant for,or a consent to the appointment of,a receiver,trustee,or liquidator of itself or of all its assets; (D) The filing by Tenant of voluntary petition in bankruptcy,or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they become due; (E) The making by Tenant of a general assignment for the benefit of creditors; (F) The filing by Tenant of an answer admitting material allegations of or consenting to or defaulting in answering in petition filed against it in any bankruptcy proceedings; (G) The entry of an order,judgment, or decree by any Court of competent jurisdiction adjudging Tenant a bankrupt or appointing a receiver, trustee, or liquidator of it, or all of its assets, and such order,judgment, or decree continuing unstayed and in effect for any period of sixty(60)consecutive days; (FI) Abandonment of the Lease Premises by Tenant; (I) If this Lease or the estate of Tenant hereunder shall be transferred to or assigned to or subleased to or shall pass to or devolve upon any person or party,except in a manner herein expressly permitted;or (J) If a levy under execution or attachment shall be made against Tenant or its property and such execution or attachment shall not be vacated or removed by court order,bonding,or otherwise within a period of thirty(30)days. Section 13.02. Remedies of Landlord. Upon the occurrence of any event of default set forth in Section 13.01, Landlord shall have the following rights and remedies,in addition to those allowed by law,any, or all of which may be exercised without additional notice or demand upon Tenant. (A) Landlord may apply the security deposit, or any other prepaid funds or reenter the Leased Premises and cure any default of Tenant. In such event Tenant shall immediately reimburse Landlord as additional rental for any such costs, and shall restore the security deposit,or other prepaid funds used by Landlord to cure Tenant's default;and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord's actions, whether or not caused by Landlord's negligence. • (B) Landlord, at any time thereafter,may at its option give written notice thereof to Tenant stating that this Lease and the term hereby demised shall expire and terminate on the date specified in such notice, and upon the date specified in such notice, this Lease and the term hereby demised, and all rights of Tenant under this Lease shall expire and ' terminate as if the date were the date herein definitely fixed for the termination of the term of this Lease, in which event (i) Tenant shall thereupon quit and surrender the Leased Premises but shall remain liable as hereinafter provided. (ii) Landlord may without notice, reenter and repossess the Leased Premises using such force for that purpose as may be necessary without being liable to indictment,prosecution,or damages therefore, and Tenant shall nevertheless remain liable as hereinafter provided for the remainder of the term hereof(iii) Notwithstanding the termination of this Lease,Landlord may declare all rental which would have been due under the Lease for the balance of the term to be immediately due and payable,and Tenant shall then be liable for the same to Landlord,together with all loss or damage Landlord may sustain by reason of such default and termination, it being expressly agreed and understood that such liabilities and remedies herein specified shall survive the termination of this Lease. (C) Landlord may, without terminating this Lease, reenter the Leased Premises and at its option, repair and alter the Leased Premises in such manner as Landlord may deem necessary or advisable,and/or let or relet the premises or any parts thereof for the whole or any part of the remainder of the term hereof or for a long period,in Landlord's name or as agent of Tenant, and out of any rental collected or received as a result of such letting or reletting Landlord shall • first, pay to itself the cost and expense of retaking, repossessing,repairing and/or altering the Leased Premises, and the cost and expense of removing all personal property therefrom;second,pay to itself the cost and expense sustained in securing any new tenants,and if Landlord shall maintain and operate the Leased Premises,the cost and expense of operating and maintaining the Leased Premises; and, third, pay to itself any balance remaining on account of the liability of Tenant to Landlord. No reentry by Landlord shall absolve or discharge Tenant from liability hereunder. Landlord shall in no way be responsible or liable for any failure to relet the Leased Premises or any part thereof, or for any failure to collect any rental due on any such reletting. (D) Landlord may sue for injunctive relief or to recover damages for any loss resulting from the breach. Section 13.03. Suit Prior to Expiration. Suit or suits for the recovery of any deficiency or damages,or for a sum equal to any installment or installments of rental and other charges hereunder, may be brought by Landlord, from time to time at Landlord's election, and nothing herein contained shall be deemed to require Landlord to await the date whereon this Lease or the term hereof would have expired by its term had there been no such default by Tenant or termination, Section 13.04. Reinstatement No receipt of moneys by Landlord from Tenant after termination of this Lease,or after the giving of any notice of termination of this Lease, shall reinstate, continue, or extend the term of this Lease or affect any notice theretofore given to Tenant,or operate as a waiver of the right of the Landlord to enforce the payment of Rental and other sum or sums of money and other charges.herein reserved and agreed to be paid by Tenant then due or thereafter falling due,or operate as a waiver of the right of Landlord to recover possession of the Leased Premises by proper remedy, except as herein otherwise expressly provided, it being agreed that after the service of notice to terminate this Lease or the commencement of suit or summary proceedings,or after final order or judgment for the possession of the Leased Premises,Landlord may demand,receive, and collect any moneys due orthereafter falling due without in any matter affecting such money collected being deemed payments on account of the use and occupation of said Leased Premises, or at the election of Landlord, on account of Tenant's liability hereunder. Section 13.05. Non-Waiver of Defaults. The Failure or delay by either party hereto to exercise or enforce at any time any of the rights or remedies or other provisions of this Lease shall not be construed to be a waiver thereof,nor affect the validity of any part of this Lease or the right of either party thereafter to exercise or enforce each and every such right or remedy or other provision. No waiver of any default and breach of the Lease shall be deemed to be a waiver of any other default and breach. The receipt by Landlord of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant's check or any letter accompanying Tenant's check be deemed an accord and satisfaction, and Landlord may accept such payment without prejudice to Landlord's right to recover the balance of the rent due or to pursue any other remedies provided in this Lease. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises,and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord. Section 13.06. Cumulative Remedies. Each right and remedy of Landlord provided for in this Lease shall be cumulative and shall be in addition to every other right and remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the right or remedies in provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. Section 13.07. Default by Landlord and Remedies of Tenant. It shall be a default and a breach of this Lease by Landlord if any covenant or obligation required to be performed or observed by it under this Lease for a period of thirty (30) days after written notice thereof from Tenant; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is of such nature that the same cannot reasonably be performed within such thirty day period, such default shall be deemed to have been cured if Landlord commences such performance within said thirty day period and thereafter diligently undertakes to complete the same Upon the occurrence of any such default, Tenant may sue for injunctive relief or to recover damages for any loss resulting from the breach, but Tenant shall not be entitled to terminate this Lease or withhold or abate any rent due hereunder. Section 13.08. Limitation of Landlord's Liability. If Landlord shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Lease as provided in Section 13.07 and if Tenant shall, as a consequence thereof,recover a money judgment against Landlord,Tenant agrees that it shall look solely to Landlord's right,title and interest in and to the Building for the collection of such judgment;and Tenant further agrees that no other assets of Landlord shall be subject to levy,execution or other process for the satisfaction of Tenant's judgment and that Landlord shall not be liable for any deficiency. The references to"Landlord" in this Lease shall be limited to mean and include only the owner or owners,at the time,of the fee simple interest in the Building. In the event of a sale or transfer of such interest (except a mortgage or other transfer as security for a debt),the"Landlord" named herein, or, in the case of a subsequent transfer,the transferor,shall, after the date of such transfer, be automatically released from all personal liability for the performance or observance of any term, condition, covenant or obligation required to be performed or observed by Landlord hereunder; and the transferee shall be deemed to have assumed all of such terms,conditions,covenants and obligations. Section 13.09. Transfer upon Termination. In the event of a termination of this Lease by reason of default or breach by Tenant hereunder: (i) all unexpired insurance premiums, all deposits theretofore made by Tenant with utility companies, all rights of Tenant under all insurance policies, and all fuel in the Leased Premises shall be deemed to be assigned to and transferred to Landlord;and(ii)Tenant shall deliver and assign to Landlord all leases of subtenants,and concession,license,and occupancy agreements and all security deposits and advance rents then held by Tenant with respect to any and all subleases upon the assumption by Landlord of,the obligation to apply all such security deposits and advance rents held by Landlord in accordance with such subleases,and concession,license,and occupancy agreements. Section 13.10. Landlord's Lien. The rent hereunder and each and every installment thereof, and all costs, reasonable attorneys'or solicitors'fees,or other expenses which may be incurred by Landlord in enforcing the provisions of this Lease,or on account of any delinquency of Tenant in carrying out the provisions of this Lease, shall be and they hereby are declared to constitute a valid lien upon the interest of Tenant in this Lease. Section 13.11. Personalty of Tenant Tenant shall not remove any personal property, fixtures or equipment from Leased Premises at any time at which Tenant is in default under this Lease. Upon any termination of this Lease at a time of which Tenant shall be liable in any amount to Landlord under this Lease, Landlord shall have a lien upon the personal property and effects of Tenant within the Leased Premises,and Landlord shall have the right, at Landlord's election,without notice to Tenant, to sell at a commercially reasonable sale all or part of said property and effects for such price as Landlord may deem best and to apply the proceeds of such sale against any amounts due under this Lease from Tenant to Landlord, including the expense of such sale. If Tenant shall not remove'all of Tenant's effects from the Leased Premises at any expiration or other termination of this Lease,Landlord shall have the right,at Landlord's election,to remove all or part of said effects in any manner that Landlord shall choose and store the same without liability to Tenant for loss thereof, and Tenant shall be liable to Landlord for all expenses incurred in such removal and also for the cost of storage of said effects. Section 13.12. Attorney's Fees and Costs. In the event the Tenant defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease and Landlord employs attorneys to enforce all or part of this Lease, to collect any rent due or to become due or recover possession of the Leased Premises, the Tenant agrees to reimburse Landlord for all attorneys'fees incurred thereby, whether or not suit has actually been filed. Tenant shall also pay the Landlord all costs and expenses, other than attorneys' fees, incurred in the enforcement of any of the terms, conditions, covenants or • obligations contained in this Lease. All the sums paid or obligations incurred by Landlord as aforesaid with interest and costs shall be paid by Tenant to Landlord five(5)days after the rendition of Landlord to Tenant of any bill or statement therefore. ARTICLE 14. Landlord's Right to Relocate Tenant Section 14.01. Landlord's Right to Relocate Tenant. Landlord shall have the right, at its option, upon at least sixty(60) days prior written notice to Tenant,to relocate Tenant and to substitute for the Leased Premises described herein other space in the Building containing at least as much rentable area as the Leased Premises. Such substituted space shall be improved by Landlord, at its expense, with improvements at least equal in quantity and quality to those in the Leased Premises. Landlord shall pay all reasonable expenses incurred by Tenant in connection with such relocation. Upon completion of the relocation, Landlord and Tenant shall amend this Lease to change the description of the Leased Premises and any other matters pertinent thereto. ARTICLE 15. Notices Section 15.01. Notices. All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing and shall be sent by United States certified or registered mail, postage prepaid, addressed as specified in Item N,Section 1.02 of this Lease or to such other firm or to such other place as Landlord or Agent may from time to time designate in writing. Section 15.02. Place of Payment. All rent and other payment required to be made by Tenant to Landlord shall be delivered, or mailed to Landlord at as Specified in Item M, Section 1.02 of this Lease, and such payments shall be deemed made when received by Landlord. ARTICLE 16. Miscellaneous Provisions Section 16.01. Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Leased Premises or the Building or with respect to the suitability or condition of any part of the Building for the conduct of Tenant's business except as provided in this Lease. Section 16.02. Common Areas. The term"Common Areas",as used in this Lease,refers to the areas of the Building and the land described in Exhibit A which are designed for use in common by all tenants of the Building and their respective employees, agents, customers, invitees and others, and includes, by way of illustration and not limitation, entrances and exits, hallways, restrooms,sidewalks,driveways,parking areas,landscaped areas and other areas as maybe designated by Landlord as part of the Common Areas of the Building. Tenant shall have the non-exclusive right, in common with others,to the use of the Common Areas, subject to such non-discriminatory rules and regulations as may be adopted by Landlord including those set forth in Section 3.02 and Exhibit D of this Lease. Section 16.03. Choice of Law. This Lease shall be governed by and construed pursuant to the laws of the State of Indiana Section 16.04. Venue. Tenant agrees that the venue of any action arising between the parties to this(rase shall be in the County wherein the Leased Premises are located, and that the federal jurisdiction shall be in the district wherein the Leased Premises are located, and the Tenant hereby waives any claims of preferred venue under the Indiana Trial Rules,or any claim of a more convenient forum. Section 16.05. Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives,successors and assigns. Section 16.06. Name. Tenant shall not, without the written consent of Landlord, use the name of Building and/or Development for any purpose other than as the address of the business to be conducted by Tenant in the Leased Premises,and in no event shall Tenant acquire any rights in or to such names. • Section 16.07. Examination of Lease. Submission of this instrument for examination or signature to Tenant does not constitute a reservation of or option for Lease, and it is not effective as a Lease or otherwise until execution by and delivery to both Landlord and Tenant. Section 16.08. Time. Time is of the essence of this Lease and each and all of its provisions. Section 16.09. Defined Terms and Marginal Headings. The words"Landlord"and"Tenant" as used herein shall include the plural as well as the singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The marginal headings and titles to the articles of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation any part hereof. Section 16.10. Entire Agreement; Amendments. This Lease and the Acceptance Letter executed pursuant to Section 2.03 hereof contained all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease,and no prior agreement,understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. Section 16.11. Payment of and Indemnification for Leasing Commissions. The parties hereby acknowledge,represent and warrant that the only real estate broker or brokers involved in the negotiation and execution of this Lease is Levi Investment Realty,Inc.,and/or those named in Item K,Section 1.02 of this Lease;that Landlord is obligated to pay to it or them or for their benefit a leasing commission under its Leasing Agreement with BobbyJohn, LLC and that no other broker or person is entitled to any leasing commission or compensation as a result of the negotiation or execution of this Lease. Each party shall indemnify the other party and hold it harmless from any and all liability for the breach of any such representation and warranty on its part and shall pay arty compensation to any other broker or person who may be deemed or held to be entitled thereto. Section 16.12. Severability of Invalid Provisions. If any provisions of this Lease shall be held to be invalid, void or unenforceable,the remaining provisions hereof shall not be affected or impaired, and such remaining provisions shall remain in full force and effect. Section 16.13. Definition of the Relationship between the Parties. Landlord shall not, by virtue of the execution of this Lease or the leasing of the Leased Premises to Tenant, become or be deemed a partner of or joint venturer with Tenant in the conduct of Tenant's business on the Leased Premises or otherwise. Section 16.14. Estoppel Certificate. Tenant shall,within ten(10)days following receipt of a written request from Landlord, execute, acknowledge and deliver to Landlord or to any lender, purchaser or prospective lender or purchaser designated by Landlord,a statement in such form as the Landlord may reasonably request,certifying(i)that this Lease is in full force and effect and unmodified(or,if modified, stating the nature of such modification), (ii)the date to which rent has been paid,and(iii)that there are not,to Tenant's knowledge,any uncured defaults(or specifying such defaults if any are claimed). Any such statement may be relied upon by any prospective purchaser or mortgagee of all or any part of the Building. Tenant's failure to deliver such statement within such period shall be conclusive upon Tenant that this Lease is in full force and effect and unmodified,and that there are no uncured defaults in Landlord's performance hereunder. Section 16.15. Force Maieure. Landlord shall be excused for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond its control, including, but not limited to, war, invasion or hostility; work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor or energy; man-made or natural casualties;unusual weather conditions;acts or omissions of governmental or political bodies;or civil disturbances or riots. Section 16.16. Corporate Tenant. If the tenant is a corporation,partnership,or limited liability company,the individual, or individuals executing this Lease warrant their capacity and authority to execute this Lease on behalf of said corporation, partnership,or limited liability company. Section 16.17. Memorandum of Lease. The parties hereto shall not record this Lease,but each party shall execute upon the request of the other a"memorandum of lease"suitable for recording. IN WITNESS WHEREOF,the parties hereto have executed this Lease as of the day and year first written above. TENANT: LANDLORD: Club Canine, LC / � BobbyJohl/ C*er PRINTED:�► E/y - � SK PRINTE : je FI'J C—E v ' q 5c f r!E7117 ER TITLE: Member BY: PRINTED: TITLE: 1 I EXHIBIT A LEGAL DESCRIPTION Tract I Part of the East Half of the Southeast Quarter of Section 25, Township 18 North, Range 3 East in Hamilton County, Indiana, more particularly described as follows: Beginning at the Northwest corner of the East Half of the Southeast Quarter of Section 25,Township 18 North, Range 3 East; thence South on and along the West line of said East Half,732.44 feet;thence East parallel with the North line of said East Half 174.5 feet; to the intersection of the East line of Canada Dry Lane and the South line of Second Street in the Town of Carmel, Indiana, said point being 326.0 feet West of the West right of way line of the Monon Railroad; thence South on and along the East line of Canada Dry Lane 290.0 feet to the place at beginning of this tract;thence East parallel with the South line of Second Street 171.7 feet to a point which is 163.0 feet West of the West right of way line of the Monon Railroad;thence South parallel with the West right of way line of the Monon Railroad,242.0 feet; thence Westerly 179.0 feet to a point on the East line of Canada Dry Lane,which point is'246.0 feet South of the place of beginning;thence North on and along said East line of Canada Dry Lane 246.0 feet to the place of beginning;containing 0.98 acre,more or less. Tract 2 Perpetual roadway easement as more particularly described as follows: Part of the East Half of the Southeast Quarter of Section 25, Township 18 North, Range 3 East in Hamilton County, Indiana, more particularly described as follows: Commencing at the Northwest corner of the East Half of the Southeast Quarter of Section 25,Township 18 North,Range 3 East; thence North 89 degrees 52 minutes 30 seconds East(assumed bearing)on and along the North Line of said Quarter 391.44 feet; thence South 00 degrees 00 minutes 00 seconds parallel with the West right of way line of the Monon Railroad 732.44 feet to the Beginning Point of this description; thence North 89 degrees 52 minutes 30 seconds East parallel with said Quarter Section North line 20.00 feet;thence South 00 degrees 10 minutes 30 seconds West 260.61 feet;thence South 16 degrees 34 minutes 10 seconds East 49.65 feet;thence South 05 degrees 52 minutes 55 seconds West 64.70 feet;thence North 48 degrees 48 minutes 30 seconds West 36.93 feet; thence North 00 degrees 10 minutes 30 seconds East 348.20 feet to the Beginning Point;containing 0.19 acres,more or less. Tract 3 Perpetual easement for ingress,egress and the loading and unloading of shipping vehicles more particularly described as follows: Part of the East Half of the Southeast Quarter of Section 25, Township 18 North, Range 3 East in Hamilton County, Indiana, more particularly described as follows: Commencing at the Northwest corner of the East half of the Southeast Quarter of Section 25,Township 18 North,Range 3 East; thence North 89 degrees 52 minutes 30 seconds East(assumed bearing) on and along the North line of said Quarter 325.2 feet; thence South 00 degrees 00 minutes 00 seconds parallel with the West Right of Way line of the Monon Railroad 1023.45 feet to the Beginning Point of this Description; thence South 48 degrees 48 minutes 30 seconds East 124.53 feet; thence South 01 degrees 02 minutes 00 seconds East 104.81 feet;thence North 88 degrees 42 minutes 25 seconds West 94.89 feet;thence North 00 degrees 00 minutes 00 seconds parallel with the West Right of Way line of said Monon Railroad 184.01 feet to the Beginning Point;containing 0.31 acre,more or less. NOTE: The acreage is included above for descriptive purposes only. The policy, when issued. should not be construed as insuring the amount of acreage contained therein. End of Legal Description EXHIBIT B BUILDING I m , 1 x'202.45' 202.30',_ 14.2' SA. I Uetof St'- . N 120.05' EXHIBIT C LANDLORD'S WORK Tenant accepts Premises in`AS IS" condition. No improvements will be made by the Landlord. Tenant shall make all necessary alterations and improvements at Tenant's sole expense. Landlord will provide Tenant with a tenant improvement allowance not to exceed Thirty Thousand Dollars ($30,000). Landlord will release the funds per Landlord's inspection of construction. If applicable, Tenant shall submit floor plans prior to commencing any alterations and improvements.'; Contractors must be approved by Landlord and must carry all applicable insurance EXHIBIT D 1 First Lease Amendment This First Lease Amendment, made as of the 13 day of February, 2011, by and between BobbyJohn LLC, (hereinafter called "Landlord"), and Club Canine, LLC ("Tenant"). Witnesseth Whereas Landlord and Tenant entered into a certain Lease Agreement under the date of July 31, 2006, for certain space known as 457 Third Avenue SW, Suite A, Carmel, located in Hamilton County, Indiana. Whereas Landlord and Tenant desire to amend said lease as described herein. Now therefore, in consideration of the premises and of the covenants and agreements herein undertaken to be kept and performed, the parties'do hereby agree said Lease shall be amended from this date as follows: ARTICLE 1, Section 1.02 Basic Lease Provisions: (D) MONTHLY RENT INSTALLMENTS: $3,200.00/month (F)TERM: Two (2) Years (G)TARGET COMMENCEMENT DATE: August 1, 2011 All other terms and conditions of the Lease shall remain in full force and effect. This Amendment shall supersede any previous agreements or addenda. In witness whereof, the parties;hereto have executed this First Amendment as of the date first written above. TENANT: LANDLORD: Club Canine, LLC / Bobby John, LLLLC�y� By: ' iit , / . %. . By: :'`" 'era Slo s y, Membe Robert Merrill, Member