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CM-13-10-195r-- ROUNDO«,, 'MOSE MOM P10141.111 City of Round Rock Agenda Item Summary Agenda Number: Title: Consider executing a Lease Agreement with CPG Round Rock, L.P., for Santa Set Weekend Sponsorship at Round Rock Premium Outlets. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 10/25/2013 Dept Director: Will Hampton, Communications Director Cost: $500.00 Indexes: General Fund Attachments: Text of Legislative File CM -13-10-195 Consider executing a Lease Agreement with CPG Round Rock, L.P., for Santa Set Weekend Sponsorship at Round Rock Premium Outlets. Santa Set is scheduled for the first weekend Santa is at Premium Outlets, Nov. 22 and 23. We are providing 500 Shop the Rock bags for 'Santa's helpers' to hand out to families that take pictures with Santa. If bags remain after November 23 they will be transferred to the main office at Premium Outlets for visitors to use. City of Round Rock Page 1 Printed on 10/23/2013 CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION Required for Submission of Specific City Manager Items Department Name: Administration Project Mgr/Resource: Kristin Brown City Manager Approval CMA Wording Project Name: Lease Agreement CPG Round Rock, L.P., a Texas limited Contractor/Vendor: partnership Consider executing a Lease Agreement with CPG Round Rock, L.P., for Santa Set Weekend Sponsorship at Round Rock Premium Outlets Approval X❑ Employee EE BowdeiC%---ate October 18, 2013 Notes/Comments October 8, 2013 City of Round Rock 221 East Main Street Round Rock, TX 78664 Attn: Kristin Brown Dear City of Round Rock: Enclosed is Lease Agreement #7878-1013-SBV-23 for the period of 11/29/2013 to 12/01/2013. Please execute both copies of the lease agreement and also initial the Term: Landlord's Right of Early Termination. Please return the executed leases to our office by . A fully executed copy will then be returned to you for your file. Please refer to the Insurance paragraph for your insurance coverage. A Certificate of Insurance will need to be forwarded to the Round Rock Premium Outlets Management Office before the space can be used. The additional insured paragraph must read as follows: CPG Partners, L.P. a Delaware limited partnership, its Managing Agent, Simon Property Group, Inc., and their respective officers, directors, shareholders, members, partners, parents, subsidiaries, related and affiliated entities, agents, servants, and employee All rent payments, in the form of a business or personal check, should be made payable to Round Rock Premium Outlets at remittance address: Round Rock Premium Outlets 4401 North IH -35 Suite 275 Round Rock, TX 78664 Attn: Mall Management Office Any and all permits must be obtained and all city and government regulations must be met, where applicable. Please note the attached does not constitute an offer or promise to lease, and is subject to approval by landlord and landlord lenders. It is also not a promise to hold a space nor a commitment to finalize or negotiate a lease. The lease agreement should not be changed or modified in any way. The lease will not be binding and enforceable until it has been fully executed by both Tenant and Landlord. Landlord reserves the right to withdraw and reject any offer to enter into a lease agreement. If you should have any questions, please call our office at . Very truly yours, Whitney Kuempel Office Administrator cxk-13-lC'-'1c5 Lease Name (DBA): City of Round Rock Tenant Name (Legal): City of Round Rock Office Address: 221 East Main Street Round Rock, TX 78664 Tenant's Telephone Number: 512.218.5447 Lease Agreement Table 1: Summary of Material Terms ,Contact Name: Kristin Brown SIC/MIX Code: Total Contract Amount: $500.00 Other Offices (2571) Total Taxes: $0.00 Grand Total: $500.00 Sponsorship Rent Table Lease Number. 7878-1013-SBV-23 Lease Date: 10/08/2013 Start Date: End Date: 11/29/2013 12/01/2013 Landlord: CPG Round Rock, L.P, a Texas limited partnership Shopping Center Trade Name and Address: Round Rock Premium Outlets 4401 North IH -35 Round Rock, TX 78664 Remit Payment to: Round Rock Premium Outlets 4401 North IH -35 Suite 275 Round Rock, TX 78664 Sole purpose for which space can be used by Tenant: Santa Set Weekend Sponsorship: Santa will hand out 500 Shop the Rock reusable bags throughout Black Friday weekend. Bags must be delivered to center management no later than Monday, November 25. Approved bag insert is the Shop the Rock: Top Ten Reasons to shop Round Rock rack card. Any other collateral must be pre -approved by center management. Management must approve all displays. If this Agreement contains a Media Rent Table, the display posting period for any advertising medium or component shall be limited to the respective dates therefor set forth in such Media Rent Table. Security/Damage Security/Damage Deposit Due Deposit Amount: Date: $0.00 Shopping Center Name Round Rock Premium Outlets City/State Sub Use Type Sponsorship Start Date Sponsorship End Date Round Rock, TX Other 11/29/2013 12/01/2013 Payment Schedule Payment Due Date 11/25/2013 Amount Due $500.00 Total Due $500.00 Insurance Required Date: 11/01/2013 Single Mall Insurance Certificate Holder. CPG ROUND ROCK, L.P., a Texas limited partnership 1 Lease Agreement for City of Round Rock Landlord owns and operates certain real estate, together with certain buildings and improvements located thereon, commonly known as the Shopping Center. In consideration of the premises, covenants and agreements as stated above and hereinafter set forth, it is agreed by and between the parties as follows: 1. Lease to Occupy and Use: Subject to all of the terms and conditions hereof, Landlord hereby grants to the Tenant a Lease to occupy and use that area(s) of the Shopping Center (the "Space"), and Tenant rents from Landlord the Space, containing the agreed approximate square footage of floor area specified above and/or more precisely described in "Table 1" hereinabove. 2. Permitted Use: (a) The Space may be occupied and used by the Tenant solely for the purpose stated above, and for no other purpose. Addition of product other than those specified above is subject to Landlord's advance written approval, in Landlord's sole discretion. Tenant's display(s), and any and all of Tenant's promotional, marketing, advertising or collateral materials, shall be subject to Shopping Center approval, not to be unreasonably withheld. No third -party displays, signage or materials of any kind will be permitted. (b) Tenant shall use the Space under the trade name specified above; and said trade name shall not be changed at any time during the term without prior written consent by Landlord. (c) Tenant has made its own determination of the suitability of the Space and the Shopping Center for Tenants use and business, and acknowledges that it is entering into this Lease based solely on its own investigation and not based on any representations or warranties of Landlord or its representatives. Tenant acknowledges that Landlord has made no representations to Tenant as to sales volume. (d) Tenant shall at all times maintain the Space and all portions thereof, in good condition and repair, at Tenants sole cost and expense. (e) Tenant shall comply with all laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or which may hereafter be in force, including without limitation those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Space. (f) Tenant shall not make any use of the Space which is offensive as determined by Landlord at its sole discretion; nor to do any act tending to injure the reputation of the Shopping Center, and Tenant shall abide by all rules and regulations established by Landlord. Tenant shall not store any inventory, equipment or any other materials outside the Space, or do or permit anything to be done in or about the Space or appurtenant common areas which would constitute a nuisance or hazard, or which will in any way obstruct or interfere with the rights of other tenants or occupants of the Shopping Center or injure or annoy them. Tenant shall not obstruct the free flow of pedestrian or vehicular traffic on walkways, sidewalks, stairways, escalators, roads, driveways, parking Tots or any other area regularly used for such traffic within the Shopping Center. (g) Tenant's use of display fixtures and Tenant's over-all display of goods or merchandise is subject to Landlord's approval. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Shopping Center of its lease or of any rules or regulations. 3. Term: Landlord's Right Of Early Termination: Tenant shall occupy and use the Space for the period, stated above, commencing on the Start Date (which may also be referred to herein as the "Commencement Date") and ending on the Ending Date, unless sooner terminated as herein provided. Notwithstanding anything to the contrary herein contained, Landlord may, at any time during the term of this Lease, in its sole discretion and with or without cause, elect to terminate this Lease upon thirty (30) days advance written notice to Tenant. In the event of such election by Landlord, Tenant's obligation hereunder shall be apportioned as of the effective date of such termination. Tenant understands and agrees that it is receiving terms and conditions which have been requested by and are advantageous to Tenant in return for granting Landlord flexibility with regard to the Space on account of the short term of this Lease, the Landlord's right to terminate the Lease on the short notice provided herein, and the other terms and conditions hereof; Tenant understands and agrees that it has no rights to the Space beyond the term set forth herein; and Tenant acknowledges that no one has made any representations or promises to Tenant with regard to renewal or extension of the term hereof, or limiting or eliminating the Landlord's right to terminate on short notice as set forth herein, or regarding relocation or possession of other space in the Shopping Center, or in any other manner contradicting, qualifying, or limiting the express provisions hereof. This Lease shall terminate without further notice at the expiration of its specified term. Any holding over by Tenant after expiration of the Term hereof shall not constitute a renewal or extension of the Lease or give Tenant any rights in or to the Premises except as expressly provided in this Lease. Any holding over after such expiration with the express written consent of Landlord shall be construed to be a tenancy from month to month on the same terms and conditions herein specified insofar as applicable except that Minimum Rent shall be increased to an amount equal to 250% of the Minimum Rent payable during the last full calendar month of the term hereof. Any holding over without the Landlord's written consent (including any such holdover where the Tenant claims that the Landlord has given oral consent, has consented by conduct, has waived its right to withhold consent, or is estopped from withholding consent) shall constitute only a tenancy at sufferance, terminable by Landlord immediately on delivery of written notice, and during such • onsented holdover, Tenant shall be obligated to pay Landlord daily damages equal to one thirtieth of 2 e Minimum Rent payable during the last full calendar month of the Lease Term. Tenant initials: Landlord: 2 Lease Agreement for City of Round Rock 4. Minimum Rent: Late Charge: On or before the first day of each Payment Period specified above, Tenant shall pay Minimum Rent to Landlord, without notice, demand, or offset at the Landlord's office address specified above. The parties recognize that damages will be suffered by Landlord on account of late payment which will be extremely difficult and impractical to quantify. Accordingly, the parties have made their best estimate of damages and hereby agree that Tenant shall pay Landlord as liquidated damages on account of late payment of rent a sum equal to Ten Percent (10%) of any payment of Minimum Rent or Percentage Rent which is not delivered to Landlord within five (5) days of the due date. 5. Insurance: Tenant shall maintain, with financially sound and reputable insurers, the following insurance coverages, with an insurance carrier reasonably acceptable to Landlord: (i) a comprehensive or commercial general liability policy including contractual liability products/completed operation and broad form property damage coverage, affording protection on an occurrence basis for claims arising out of bodily injury, death, and property damage, and having limits of not less than: a combined single limit of $2,000,000.00 per occurrence with a $3,000,000.00 aggregate limit of liability and which such policy shall not contain explosion, collapse and/or underground exclusions; (ii) an Automobile Comprehensive Liability policy with combined single limits of not less than $1,000,000.00 per occurrence; (iii) Worker's Compensation insurance as required by the laws of the state where the Shopping Centers are located, and (iv) Employer's Liability insurance with a $1,000,000.00 per occurrence limit. Tenant shall cause: (x) the Shopping Center, (y) the Landlord and (z) the Landlord's property manager, to be named as additional insureds on all insurance policies covering the scope of business provided for in this Agreement and, on the Effective Date, shall provide a certificate showing the coverage to Landlord. All insurance procured or maintained by Tenant, with respect to this agreement, shall be primary and have an A.M. Best rating of at least AVIII. Any insurance covered by Landlord shall be considered excess and non-contributing. Each policy shall provide that the coverage thereunder shall not be modified or terminated without at least 30 days' prior written notice to Landlord. Tenant shall thereafter provide to Landlord evidence of the existence or renewal of that insurance. Tenant and any and all parties caused by, through or under Tenant release and discharge each Shopping Center together with the parties designated on Table 1 from all claims and liabilities arising from or caused by any casualty, whether required hereunder to be covered or not, in whole or in part by insurance on the premises or in connection with property on or activities conducted on the premises and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof. 6. Indemnity and Exculpation of Landlord: (a) Tenant shall assume liability for and shall indemnify, defend, and hold harmless Landlord and any other owners of the Shopping Center, and all their shareholders, partners, directors, related and affiliated entities, ground lessors, managers, management companies, employees, agents, guests, customers and invitees (with Landlord, collectively the "Landlord Parties") against and from any and all liabilities, obligations, losses, penalties, actions, suits, claims, damages, expenses, disbursements (collectively, "Claims", including legal fees and expenses), or costs of any kind and nature whatsoever in any way relating to or arising out of; (i) any act or omission of Tenant (including without limitation the acts or omissions of the Tenant's officers, directors, employees, agents, contractors, invitees, and/or licensees within the Shopping Center), (ii) any occurrence which takes place in or about the Space as the result of Tenant's negligence or willful misconduct, (iii) any damages to the Space excluding claims arising solely from the gross negligence or willful misconduct of Landlord Parties. To the extent permitted by applicable law, Tenant's duty to indemnify Landlord under this paragraph will apply regardless of and will extend to cover losses caused by either Tenant's or Landlord's concurrent, comparative, or contributory negligence. (b) The Landlord Parties shall not be liable to Tenant for, and Tenant waives all claims against such parties, for injury, death, or damage to person or property sustained by Tenant or any person claiming through Tenant resulting from any condition, accident or occurrence in or upon the Space, or any other part of the Shopping Center, unless such matters arise solely from the gross negligence or willful misconduct of Landlord Parties. (c) Tenant agrees that the rent payable hereunder does not include the cost of guard services or other security measures, and that Landlord shall have no obligation to provide same. Tenant assumes full responsibility for the protection of the Space, Tenant, and Tenant's employees, invitees, licensees, guests and customers against the acts of third party, and will indemnify, defend, and hold harmless Landlord from any such claims made by the above specified persons of any damages, including attorneys' fees, resulting therefrom. (d) To the fullest extent permitted by applicable law, Tenant shall indemnify and save Landlord harmless from any and all claims, demands, or suits that may be brought against Landlord by any employee, representative, or agent of Tenant, or any legal representative or successor of any of them, in any way arising out of or incident to this Lease, unless such suits are brought about solely by the gross negligence or willful misconduct of Landlord Parties. (e) The indemnification and waivers contained in this Section 6 shall survive expiration or early termination of this Lease. 3 Lease Agreement for City of Round Rock 7. Supervision and Control: Tenant shall at all times during its occupancy of the Space provide sufficient supervision and maintain adequate control of its employees, guests, customers, and invitees while the same are at or about the Shopping Center, so as to prevent unlawful or offensive actions and actions which are a breach of this Lease. 8. Licenses or Permits: In the event there are any licenses, or permits required by and any governmental agency or authority with respect to the type of activity carried on and/or in use of the Space, Tenant shall be responsible for obtaining such licenses, authorizations and permits. No unlawful activities shall be permitted in the use of the Space, including but not limited to, the use of alcoholic beverages or gambling. Tenant must contract in its own name and timely pay for installation and all service charges in regard to all telephone and other utility services to the Space. 9. Return of Space: Immediately upon the expiration or early termination of this Lease, Tenant will return the Space to Landlord and remove all of Tenants personal property, trade fixtures, goods and effects; repair any damage caused by such removal, and peaceably yield up the Space, broom clean and in good order, repair and condition, damage by fire or unavoidable casualty and ordinary wear and tear excepted. Tenant agrees that all personal property remaining within the Space after Landlord takes possession of the Space is conclusively deemed to be abandoned by Tenant and the property of Landlord. Tenant waives its rights, if any, under any statues or other legal doctrines requiring Landlord to remove, store, return or auction such property, and Landlord may dispose of such property as it sees fit, free of any claims of Tenant or other claiming through Tenant. 10. Fixtures and Alterations: All improvements to the Space constructed by Tenant, including but not limited to paneling, floor tile or covering, decorations, partitions, walls, wall mirrors, railings and counters which are attached to the floor coverings, walls, or ceiling of the building, as well as all other items which have been attached to the building or building systems, shall become Landlord's property on expiration or earlier termination of this Lease, without compensation to Tenant, unless Landlord and Tenant agree otherwise in writing. However, if Landlord so requests in writing at least fifteen (15) days before the expiration of earlier termination hereof, Tenant shall, prior to the expiration or sooner termination of this Lease, remove any of such matters as are specified for removal by Landlord's notice, repair all damage caused by such removal, and return the Space or any part thereof to its original configuration existing when delivered to Tenant. If the Space is not so surrendered at the expiration or earlier termination of this Lease, Tenant shall be liable to Landlord for all costs incurred by Landlord in returning the Space to the required condition and shall indemnify Landlord against loss or liability resulting from delay by Tenant in surrendering the Space, including, without limitation, any claims made by any succeeding tenant or losses to Landlord due to lost opportunities to lease to succeeding tenants. 11. Additional Rent: Any liquidated damages provided in this Lease or by rules and regulations promulgated by Landlord, as well as any and all other payments, fees or charges provided herein or in such rules and regulations, shall be considered to be additional rent which shall be immediately due from Tenant to Landlord on delivery of notice thereof. 12. Violation of Law: Counterfeit Goods: (a) If Tenant or the Space is deemed to be in violation of any federal, state, municipal, or local fire, building or other code by virtue of Tenants occupancy thereof, Tenant shall immediately cure any and all violations at its own cost and expense and immediately pay any and all costs, fines and/or penalties attributed to all such violation(s). If Tenant fails to immediately cure said violation(s), Landlord may at its sole discretion and without waiving any other rights or remedies either (i) cure the violations at Tenant's expense, to be paid by Tenant immediately on receipt of Landlord's written statement, or (ii) immediately terminate this Lease without notice, opportunity to cure, or liability to Tenant whatsoever. Landlord's election to exercise the provisions of the preceding sentence, shall not relieve Tenant of paying any and all costs, fines and/or penalties attributed to any such violation, nor shall it relieve Tenant of its default. (b) Tenant covenants that it shall not use the Space for the storage, marketing, display or sale of any product or merchandise that Landlord in its sole discretion may consider to be a counterfeit, knockoff, imitation, lookalike, replica, facsimile of or in any manner an infringement upon any trademarked or copyrighted product or merchandise of any third party. The foregoing covenant is a material term of the Lease. In the event Tenant breaches this covenant, Landlord may, without notice, demand or affording Tenant an opportunity to cure, immediately terminate this Lease. 13. Alterations, Additions, Signs: Tenant shall not make any alterations or additions, or permit the making of any holes in the walls, partitions, ceilings, or floor, or permit the painting or placing of any exterior signs, placards, or other advertising media, banners, pennants, awnings, aerials, antennas, or the like, nor cause or permit the placement of any signs, placards, or other advertising media within the Space where it is visible from outside the Space, without on each occasion obtaining prior written consent from Landlord, which may be withheld in Landlord's sole discretion. Tenant irrevocably grants Landlord permission to enter the Space, at any time, by any convenient method, without prior notice, to remove and dispose of any sign, placard, or other media which is being displayed in 4 Lease Agreement for City of Round Rock violation hereof, without liability to Tenant. 14. No Mechanic's Liens: Tenant shall not suffer any mechanic's lien to be filed against the Space or Shopping Center by reason of any work, labor, services, or materials performed at or furnished to the Space or to the Tenant, or to anyone acting in concert with Tenant. Nothing contained in this Lease shall be construed as a consent on the part of the Landlord to subject the Landlord's estate in the Space or Shopping Center to any lien or liability under the lien laws of the state in which the Shopping Center is located. 15. Tenant Default: In the event of any failure of Tenant to pay timely any sums or to perform timely any of the terms, conditions or covenants of this Lease to be observed or performed by Tenant, or if Tenant shall become bankrupt or insolvent or file any debtor proceedings, or take or have taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver of trustee of all or a portion of Tenants property, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or if Tenant shall abandon the Space, the Landlord may at any time thereafter, terminate this Lease and Tenant's right to possession by written notice to Tenant and/or pursue all other legal remedies available to Landlord. 16. Assigning or Subletting: Tenant shall not sell, assign, mortgage, pledge, or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Space, nor license concessions nor departments therein. Any attempted assignment, sublease, or transfer shall be void and shall further constitute a breach of this Lease. The person identified as Tenant hereunder shall be the sole person or entity having the right to occupancy or possession, and any principals or partners who are not identified herein as the Tenant, or who become principals or partners in Tenant hereafter and do not obtain written recognition as the Tenant hereunder from Landlord, shall not have any rights of occupancy or possession hereunder. 17. Limitation on Landlord Liability: There shall be absolutely no personal liability on persons, firms, or entities who constitute Landlord, or any management company acting under contract with Landlord, or any agent, employee, officer, partner, shareholder, or joint venturer of Landlord or such management company ("Landlord Affiliates") with respect to any of the terms, covenants, conditions, and provisions of this Lease, or of any other events, acts, omissions, or occurrences arising from or related to this Lease, and Tenant shall look solely to the interest of the Landlord in the Shopping Center for satisfaction of each and every right or remedy of Tenant in the event of default or other liability of Landlord or Landlord's Affiliates. Such exculpation of personal liability is absolute and without any exception whatsoever. 18. Entry: In addition to any other rights of entry granted hereby, Landlord shall have the right to enter the Space (a) by any means necessary in the event of an emergency involving danger to person or property, (b) upon notice to Tenant to show the Space to prospective lenders, buyers, or lessees or to perform construction or maintenance on the Space or the building in which the Space is located. 19. Brokers: Tenant has not contracted or dealt with any broker agent, or finder in regard to this Lease, and will indemnify and defend Landlord against any claim of commission, fee, or entitlement by a broker, agent, or finder arising from the claimant's relationship with Tenant. 20. Operation of Antenna: Tenant shall not operate or maintain within the Space any antenna or other device for the transmission of wireless signal without the written consent of Landlord. In any event, the strength of the signal propagated or distributed from the antenna shall not be stronger than-105dBm at the boundaries of the Space, and the purpose of the Antenna System shall be limited and ancillary to the Tenant's use of the Space for the retail sales use permitted hereunder. 21. Lawsuits: Venue and Jurisdiction: (a) Time Limitation for Lawsuits: Tenant shall be barred from bringing any action or cross-action against Landlord and/or Landlord's Affiliates unless Tenant files such action or cross-action in court no later than six (6) months after the occurrence, event, act or omission from which the claim arises. (b) Attorney's and Collector's Fees: If Landlord is required to bring or defend any litigation arising out of this Lease, or to enforce or defend the provisions hereof, Landlord shall recover from Tenant its reasonable attorney's fees and costs. Tenant further agrees to pay all of Landlord's costs of collection, including any collection fees charged by a collection agency, in the event of any default hereunder. (c) Waiver of Jury Trial: Landlord and Tenant hereby waive trial by jury in any action or proceeding brought by Landlord for possession of the Space, whether or not including a claim for damages, and in any other action arising under this Lease. Tenant shall not interpose any counterclaim or cross-complaint in any action brought by Landlord for possession of the Space or to collect rent hereunder. (d) Venue and Jurisdiction: This Lease shall be construed and enforced in accordance with the laws of the state 5 Lease Agreement for City of Round Rock where the Shopping Center is located. Any legal action or proceeding relating to this Lease shall be instituted in a state or federal court in the county in which the Shopping Center is located. Landlord and Tenant agree to submit to the jurisdiction of and agree that venue is proper in the aforesaid courts in any such legal action or proceeding. 22. Miscellaneous: Additional Provisions: If any provision hereof is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect, impair or invalidate any other provision hereof. No waiver of any rights hereunder shall be valid unless in writing, signed by the party to be charged, and no waiver except as specified in writing, shall waive any other rights of the party nor the party's future right to enforce the provisions waived. All notices to Tenant required or permitted by this Lease or relating to the Space may be delivered by hand delivery to the Space (to the person apparently in charge thereof) or by U.S. Mail, registered, return receipt requested (in which case, they shall be deemed to have been received by Tenant three (3) days after deposit in the U.S. Mail), or by recognized overnight courier service (in which case they shall be deemed delivered on the date of the courier service's proof of delivery). Time is of the essence with respect to Tenant's performance of every provision of this Lease. This Lease shall, subject to the provisions regarding assignment and subletting, bind the respective heirs, successors, executors, administrator and assigns of Landlord and Tenant. All persons constituting Tenant shall be jointly and severally liable hereunder. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. All provisions hereof to be performed by Tenant are both conditions and covenants. Any payments under the Lease should be made payable to the business entity identified as Landlord. Violation of this requirement is grounds for termination of this Lease. Tenant agrees that any and all provisions of this Lease Agreement including monetary figures, Tables, addenda, and amendments are to remain confidential between Landlord, Tenant, Tenant's Legal Counsel, and Tenant's Accountant, or as may be required by law. The following additional provisions apply to this Lease Agreement (which, if more than one such provision, may not be lettered sequentially): V. Unmanned disolav/exhibit: Notwithstanding anything contained in this Lease which may be to the contrary, the intended and permitted use of the Space is for an unmanned display or exhibit. Accordingly, there shall not be any Tenant employees, contractors or other Tenant staff at or in the Space or Shopping Center other than for installation and deinstallation/removal, and as applicable and/or required, repair, maintenance and/or restocking of the display or exhibit. It is further intended and contemplated that the display or exhibit shall be operational, functional and/or stocked, as the case may be, during and throughout all Shopping Center hours as determined by Landlord, other than as may be required for any such repair, maintenance and/or restocking. Landlord Round Rock Premium Outlets Round Rock Premium Outlets - Round Rock, Texas (Entity #7878) CPG ROUND ROCK, L.P., a Texas limited partnership By: CPG TEXAS FINANCE I LLC, a Delaware limited liability company, its general partner By: SIMON PROPERTY GROUP (ILLINOIS), L.P., an Illinois limited partnership, its sole member By: CHARLES MALL LIMITED PARTNERSHIP, a Maryland limited partnership, its general partner By: SIMON PROPERTY GROUP (DELAWARE), INC., a Delaware corporation, its general partner By: Title: Tenant: City of Round Rock Tenant acknowledges and accepts the foregoing Lease Agreement, subject to all of the Terms, Conditions, and Covenants set forth above and which may be contained on any exhibits attached hereto. By Title: 6 Lease Agreement for City of Round Rock i 7 Lease Agreement for City of Round Rock