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RES 2014-0893 - Change of location of Spirit World from 7517 Pacific St to 6680 Center St STATE OF NEBRASKA Dave Heineman NEBRASKA LIQUOR CONTROL COMMISSION Governor Hobert B. Rupe Executive Director 301 Centennial Mall South, 5th Floor P.O. Box 95046 Lincoln, Nebraska 68509-5046 Phone (402)471-2571 Fax (402) 471-2814 TRS USER 800 833-7352 (TTY) June 26, 2014 OMAHA CITY CLERK 1819 FARNAM STREET LC-1 OMAHA NE 68183 r C 1 C. 1' RE: CHANGE OF LOCATION The below referenced licensee has submitted a request for a change of location. LICENSE #: CK-079652 LICENSEE NAME: WINE VENTURE INC TRADE NAME: SPIRIT WORLD ADDRESS: 7517 PACIFIC STREET CITY/COUNTY: OMAHA / DOUGLAS PHONE: 402-391-8680 NEW ADDRESS: 6680 CENTER STREET NEW DESCRIPTION: FIRST FLOOR OF A 2 STORY IRREGULAR SHAPED TWO STORY BLDG APPROX 81'X 104'INCLUDING OUTDOOR AREA APPROX 33'X 10' Please present this request to your board and send us the results of that action. Sincerely, Randy Seybert Licensing Division NEBRASKA LIQUOR CONTROL COMMISSION RS cc: file Janice Wiebusch Bob Batt William Austin Commissioner Chairman Commissioner An Equal Opportunity/Affirmative Action Employer FORM 35-4001 REV. 12/99 LIQUOR LICENSED ESTABLISHMENT HISTORY LICENSE #CK 79652 WINEVENTURE, INC 7517 PACIFIC STREET 68114 391-8680 DBA SPIRIT WORLD NLCC ORDERS 11-01-13 -CATERING APPROVED * OTHER ACTIVITIES 01-29-08 -TRANSFER FROM 7400 LIQUORS, INC CLASS"I" & PKG* RES#131 GRANT*08- 13-13 -CATERING APP CCID#1004 APPROVED*07-22-14- REQ CHANGE OF LOCATION FROM 7517 PACIFIC STREET TO 6680 CENTER STREET* LICENSED PREMISES ENTIRE 1 STY BLDG 64' X 121', PLUS OFFICE 3'X 20'TO THE NE PLUS HALLWAY 7' X 60' TO THE SE OFFICERS: PRESIMGR- LAURIE WOLFORD (OLD-HELLBUSCH), 637 SOUTH 123RD ST, 68154 (C) 312- 9494 *VP/SECR-ANNE HELLBUSCH *TREAS- LESLIE C HELLBUSCH *****(2012-2013 - RENEWAL-OLD-CORP ADDRESS-1532 SOUTH 90TH STREET, 68114) APPLICATION FOR CHANGE OF LOCATION TO LIQUOR LICENSE, (Ma RECEIVED NEBRASKA LIQUOR CONTROL COMMISSION 301 CENTENNIAL MALL sou TB JUN 2 3 2014 PO BOX 95046 LINCOLN.NE 68509-5046 FAX:(4:(40'_) -21?siI NEBRASKA LIQUOR FAx:14o2)•�7I-?xl4 „WW..I«.11tLg,,N CONTROL COMMISSION Application: • Must include processing fee of$45.00 checks made payable to Nebraska Liquor Control gS Commission (NLCC) • Must include a copy of the lease, deed or purchase agreement showing ownership of new location. This document must read in the name liquor license is issued to, i.e. if license is issued to a corporation must read corporate name • Must include simple hand drawn sketch of new location, must include outside dimensions in feet F (not square feet), showing direction north NO BLUE PRINTS • May include approval from the local governing body;_new location shall not be approved unless endorsed by the local governing body • Check with your local governing body for any additional requirements that may be necessary in making this request for addition • Change of location application will not he accepted if moving to a different jurisdiction (i.e. city or county); a new, application will need to be filed. LIQUOR LICENSE # riCRO5a CLASS TYPE C LICENSEE NAME IY1e_ eY14"-ulre IYYC, TRADE NAME Sp 1 r''1' \AOAd CURRENTLY LICENSED ADDRESS I CITY OrnO,S CONTACT PERSON PHONE NUMBER OF CONTACT PERSON h Oa -3G 1 -gbo0 EMAIL, ADDRESS OF CONTACT PERSON (aftr 1 Q. A Sp t rr'f3Ulr n11t,�l'le •cam 11111[ FORMIII REV I1400014803 'a,Ic,rid 7 NEW PREMISE Street Address #1 (.00 Q gyi fty S1ree I Street Address#2 Zip Code (9 $16(p New Premise Phone Number 0), —3G 1-ado Business e-mail address tyi © Sp( y' 1 War Id Vylt.01V1 MAILING ADDRESS FOR NEW LOCATION Street Address #1 (Q 9 o l e ylttr S'h�ed- Street Address#2 rr City ()ma_ Y\k. State f Zip Code G( c)1Qlp I. Describe the new building to be licensed ✓ Include sketch of building to be licensed with length & width in feet ✓ If outdoor area to be licensed include on sketch with length & width ✓ Indicate the direction north z ✓ Indicate single story building or give number of floors, how many are licensed ✓ Indicate if there is a basement to be included in the licensed description 2. Include proof of ownership (must he in the name liquor license is issued under) ✓ deed ✓ purchase agreement 1 - V lease; date lease expires O th 1T -{ )..02(p 3. Is new premise to be licensed within 150' feet of a church,school, hos ital, home for the aged or indigent persons or for veterans, their wives, and children? Yes / No If proposed location is within 150' of a church, a license may be issued if the Commission gives notice to the affected church and holds a hearing as proscribed Rev Stat §53-177(2) Must include supplemental form#134 found at this link: http://www.lcc.ne.gov/formsdiv.html If proposed location is within 300' of a campus, the Commission may waive this restriction upon written approval from the governing body of the college or university. Rev Stat §53-177.01 Must include supplemental form #135 found at this link: http://www.lcc.ne.gov/formsdiv.html 4. When do you expect on moving into the new location? Dc. O\ e.( 2_0\4 - Mb ve OLD. ( \i4 , Open OC,1-. IS FORM I I I REV I I''IO3 P'LIL'c 2 0.3 Description of Leased Premises Spirit World will inhabit the first floor of a 2-story irregular shaped building approximately 81 feet x 104 feet, including an outdoor patio area approximately 33 feet x 10 feet. Sketch of Leased Premises: RECEIVED JUN 2 3 2014 N NEBRASI(A LIQUOR COMMISSION C ONTROL \A) E z� : O g ��(l14) 61 fX C 9 DAILY RECORD: Charge to General Ordinance Order NO. 2447 H. CLASS "C" LIQUOR LICENSE Please publish: July 14, 2014 Notice is hereby given that WineVenture, Inc., dba"Spirit World", 7517 Pacific Street, has filed application for a Change of Location of their present license to sell beer, wine and liquor for consumption On and Off the premises to be located at 6680 Center Street, legally described as follows: ALL LOT 2, BLOCK 0, AKSARBEN VILLAGE, IRREGULAR 1.361 ACRES, CITY OF OMAHA, DOUGLAS COUNTY, NEBRASKA That in accordance with provisions of Section 53-1311, Nebraska Liquor Control Act, as amended, hearing upon said application will be held in the Legislative Chamber, Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha,Nebraska, on Tuesday, July 22, 2014, at 2:00 o'clock P.M., at which time the City Council shall receive evidence either orally or by affidavit from any person bearing upon the propriety of the issuance of said license. Notice "N UC hereh UBLIC" Buster Brown 1NineYenture,is Inc., dba "Spir tnyyorj City Clerk Changecol f f Location oftclheirprreli present license to sell beer,wine and liquor for consumption On and Off the premises to be located at 6680 Center Street, legally described as follows: ALL LOT 2, BLOCK 0, AKSARBEN VILLAGE, IRREGULAR 1.361 ACRES ,,BRASKAOF OMANA,DOUGLAS COUNTY, M That in accordance with provisions of Sec- tion 53-1311,Nebraska Liquor Control Act,as amended, hearing upon said application will be held in the Legislative Chamber, Om- aha/Douglas Civic Center, 1819 Farnam Street,Omaha,Nebraska,on Tuesday,July 22,2014,at 2:00 o'clock P.M.,at which time the City Council shall receive evidence either orally or by affidavit from any person bearing uponnse.the propriety of the issuance of said lice BUSTER BROWN, 7-14-14 City Clerk Douglas County, Nebraska Property Record -R0501510617 Print Report Information is valid as of 2014-06-21 Treasurer's Tax Report New Feature 4 -It 3 Subdivision Sales Search Owner NODDLE AV 3 LLC C/O NODDLE COMPANIES 2285 S 67 ST#250 OMAHA NE 68106-0000 Property Information Key Number: 0151 0617 05 Account Type: Commercial Parcel Number: 0501510617 Parcel Address: 2285 S 67 ST OMAHA NE 68106-0000 Legal Description: AKSARBEN VILLAGE LOT 2 BLOCK 0 ALL LOT 2 IRREG 1.361 AC EXCESS REDEVELOPMENT PROJ VALUE Value Information Land improvement Total 2014 $415,000.00 $8,409,700.00 $8,824,700.00 2013 $415,000.00 $8,409,700.00 $8,824,700.00 2012 $415,000.00 $8,409,700.00 $8,824,700.00 2011 $415,000.00 $8,409,700.00 $8,824,700.00 2010 $415,000.00 $7,899,600.00 $8,314,600.00 2009 $59,300.00 $3,653,700.00 $3,713,000.00 Show All Transactions Land Information Acres SF Units Depth Width Vacant 1.36 59285.16 1.0 0.0 0.0 No Improvement Information-- Building 1 Mixed Retail/Office e + ? Zili S 67 St. 21 137' 38' r ' "44a ul 113 5 Second Floor 31755.8 sf 74' ' 2 0.26 26' 26' 29' l3' 13' -F-" 4 4 124Or er ry -... ls'22' 21' 24• 28' ls' ls' Drst floor 13' 29222.5 sf 73 Is' 90' ' 13• Aksarben Village Building 3 DECEMDER 2012 DOUGL AS COUNtY ASSESSOR CLICK TO ENLARGE IMAGE CLICK TO ENLARGE IMAGE Square Footage: 60978.0 Percent Complete: 100.0% Perimeter 915.0 Quality: Good Unit Type: Condition: Good Built As: Mixed Retail w/Office Units Condo Square Footage: 0.0 HVAC: Complete HVAC Rooms: 0.0 Exterior: Units: 0.0 Interior: Baths: 0.0 Roof Cover: Bedrooms: 0.0 Roof Type: Flat Stories: 2.0 Floorcover: Foundation: Sprinkler Square Footage: 60978.0 Year Built : Year Percent Adjusted Year Physical Age Remodeled Remodeled Built 2008 0 0% 2008 5 Detail Type Detail Description Units Add On Elevator Electric Passenger 1.0 Add On Light Mercury Pole And Brk 3.0 Add On Paving Concrete Average 11000.0 I-acknowledge under oath that the premises into which such move is made comply in all respects with the requirements of the act. Neb Rev Stat§53-129 RECEIVED jUN 2, 3 2014 __I 1 "LW dr.. . atu •of Jr5cer A LIQUOR ,NEBRAS GOY SS�ON L. State of Nebraska Counts'of DDUcULCS The foregoing instrument was acknowledged before me this . ��_�c__2�o ilV by LOUYII€ W OI FOy4 Dace name of person ac kno��lcdecd(indiv cdual(C,)a ON_ningT dROucumem) APlix Seal XENERALNOTARY'StateofNebraska ABIGAIL Q HEADLEY e.2,44. idyl My Gorton.Exp.January 8,2018 Notar , Public signature �'/ FORM I I I ItFV II^-.RI I':mc 3 of 3 W0432321.02 RECEIVED Jt_:V ?014 NEBRAS1<A LIQUOR AKSARBEN VILLAGE CONTROL COMMISSION RETAIL LEASE NODDLE AV3,L.L.C.,A NEBRASKA LIMITED LIABILITY COMPANY and WINEVENTURE,INC.,A NEBRASKA CORPORATION JUNE„3,2014 D0CSn252240.2 W0432321.02 RETAIL LEASE THIS RETAIL LEASE IS MADE AND ENTERED INTO THIS 3 DAY OF JUNE, 2014,BY AND BETWEEN NODDLE AV3,L.L.C.,A NEBRASKA LIMITED LIABILITY COMPANY("LANDLORD")A � UR, • INC.,A NEBRASKA CORPORATION ("TENANT"). JUN 2 3 2014 WITNESSETH: C NTB�R�g1gKALIQUOR 1. FUNDAMENTAL LEASE PROVISIONS. Each of the following subparagraphs is iCardikiln-kfmed to in this Lease as a"Fundamental Lease Provision"and is contained in this paragraph for convenience. Each reffe its this Lease to a Fundamental Lease Provision shall be construed to incorporate all of the terms of such Fundamental Lease Provision. In the event of any conflict between a Fundamental Lease Provision and any other provision of this Lease,such other provision shall govern. (a) Landlord: NODDLE AV3,L.L.C.,a Nebraska Limited Liability Company (b) Landlord's Address for Notices and 2285 S.67a'Street,Suite #250 Rent Payments: Omaha,Nebraska 68106 P.O.Box 24169 Omaha,NE 68124 (c) Tenant: WINEVENTURE,INC.,a Nebraska Corporation (d) Tenant's Address for Notices: 6680 Center Street Omaha,NE 68I06 (e) Tenant's Trade Name: Spirit World (f) Address of Premises: 6680 Center Street Omaha,NE 68106 (g) Name of Development: Aksarben Village Building 3 (AV3),located at 2285 S. 67's Street,as identified on Exhibit'B" (h) Approximate Number of Rentable 8,432 Square Feet in Premises: (i) Length of Lease Term: 144 months (j) Minimum Rent: $2,091,136.00 total minimum rent for the Lease Term payable as follows: Months 1-24: $11,945.33 $17.00 Months 25-48: $13,350.67 • $19.00 Months 49-96: $14,756.00 $21.00 Months 97-144: $16,161.33 $23.00 (k) Percentage of Gross Sales as N/A Percentage Rent: (I) Initial Estimated Monthly Common $3,429.00 Areas Charge(based on full occupancy): (m) Initial Estimated Monthly Insurance $126.48 Contribution(based on full occupancy): (n) Initial Estimated Monthly Tax $2,353.94 Contribution(based on full occupancy): (o) Permitted Use of Premises: A retail store whose primary service is the retail sale of,wine, spirits and beer, including the on-premises scheduling of related special events("Primary Use").Tenant may also use the Premises as a deli restaurant and for catering services incidental to the Primary Use,and for such other use or uses as reasonably consented to in writing by Landlord. (p) Security Deposit: $11,945.33 to be paid at Lease execution. (q) Commencement Date of Lease Term: The earlier of: (i) fourteen (14) days after Landlord has delivered the Premises (for purposes of installing Tenant's furniture,fixtures and equipment,in accordance with Section B.6.(b)of the Work Letter)or(ii)the date Tenant opens for business,provided that,the Commencement Date shall not be DOCS/1262240.2 1 W0432321.02 later than October 15,2014. (r) Zone: Lots 1 through 8,Aksarben Village,an Addit o the City of Omaha,Douglas County,Nebraska V , (s) Gross Leasable Area of the 59,714 square feet ONTR'400 Cq / Development: QUO 2. PREMISES. Landlord hereby leases to Tenant,and Tenant hereby leases from Landlord,the 6 8i c whose address is set forth as a Fundamental Lease Provision in paragraph 1(f)and which premises are situated in the locat / depicted on the site plan attached to this Lease as Exhibit"A". Such premises,which are referred to in this Lease as the "Premises",are a portion of the Development described as a Fundamental Lease Provision in paragraph 1(g),which is in turn a portion of the Zone described as a Fundamental Lease Provision in paragraph 1(r);such Zone is depicted on the site plan attached to this Lease as Exhibit"B". The Premises will contain the approximate number of rentable square feet of floor space which is set forth as a Fundamental Lease Provision in paragraph 1(h);provided,upon the completion of construction of the Premises,Landlord shall determine the actual rentable square feet of the Premises and the Minimum Rent,the Tenant Fraction (as hereafter defined), and other provisions in this Lease dependent on such square footage, shall be adjusted accordingly. 3. LANDLORD'S WORK AND OTHER CONSTRUCTION. Tenant acknowledges that, except as expressly provided in Exhibit"C"to this Lease,Landlord has not made and by this Lease makes no representations or agree- ments as to either(a)the construction of any improvements in the Development,(b)the remodeling,equipping,alteration or improvement of the Premises,or(c)the specific type or number of tenants of any improvements now existing or hereafter constructed in the Development. Tenant shall be responsible for the construction and installation of all improvements to the Premises not constructed and installed by Landlord as described on Exhibit"C". Landlord reserves the right from time to time in its sole and absolute discretion to effect such other tenancies in the Development as Landlord may determine to be in the best interests of the Development,subject to Tenant's exclusive use rights contained in paragraph 74. Landlord covenants and agrees not to alter or modify the Premises frontage or Common Areas directly abutting the Premises in a manner that would substantially impair the visibility or site lines, without the prior written consent of Tenant, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained herein, Landlord agrees and acknowledges that Landlord shall complete all Landlord Work by and deliver the Premises to Tenant in a condition for Tenant to install it's furniture,fixtures and equipment,in accordance with Section B.6.(b)of the Work Letter prior to or on October 1,2014. 4. TERM. This Lease shall be for the term set forth as a Fundamental Lease Provision in paragraph 1(i), unless sooner terminated pursuant to the provisions of this Lease. The commencement date of the term of this Lease(the "Commencement Date")shall be that date set forth as a Fundamental Lease Provision in paragraph 1(q);provided,in the event Landlord is unable to deliver possession of the Premises to Tenant on the scheduled Commencement Date for any reason other than delays caused by Tenant or Force Majeure,this Lease will not be void or voidable,Landlord will not be liable to Tenant for any resultant loss or damage,except as specifically set forth herein,and the scheduled Commencement Date will be extended until the Premises are delivered by Landlord to Tenant in accordance with the terms of this Lease; provided that,Tenant shall receive a rental credit in the amount of$1000.00 for each day beyond the Commencement Date that Landlord fails to deliver the Premises to Tenant. In the event Landlord cannot deliver possession of the Premises to Tenant by December 1, 2014, for any reason other than delays caused by Tenant or Force Majeure, then Tenant may terminate this Lease. If the Commencement Date occurs other than on the first day of a calendar month,the term shall be extended through the last day of the 145th month thereafter and rent shall be paid through such extended term on a pro rata basis. 5. MINIMUM RENT. Tenant shall pay to Landlord guaranteed Minimum Rent in the amount set forth as a Fundamental Lease Provision in paragraph 1(j). The Minimum Rent shall be payable in advance in monthly installments on the first day of each calendar month during the term of this Lease. The monthly installment of Minimum Rent for any period of less than a calendar month shall be prorated on a daily basis and shall be paid by Tenant to Landlord within five(5)days after the commencement of the period for which it is due. 6. PERCENTAGE RENT.Intentionally deleted. 7. DEFINITION OF"GROSS SALES". Intentionally deleted. 8. TENANT RECORDS. Tenant shall prepare and keep, for a period of not less than three (3) years following the end of each year,books and records pertaining to its business and gross sales in the Premises,including but not limited to records of inventories,purchases,and receipts of merchandise,bank deposit slips and records, and such other records which normally would be examined or required to be kept by an independent certified public accountant pursuant to generally accepted auditing standards in performing an audit of Tenant's Gross Sales. 9. TENANT REPORTS. Intentionally deleted. 10. AUDIT. Intentionally deleted. 11. COMMON AREAS. In addition to the occupancy of the Premises, Tenant and Tenant's employees, agents, customers and invitees shall have the right to the non-exclusive use of automobile parking areas, access roads, driveways and sidewalks within the Zone,together with all other portions of the Zone designated for the non-exclusive use by all tenants of the Development or other buildings located in the Zone(the"Common Areas"). The Common Areas shall not include the lobby, elevators,stairway and associated areas of the Development or any portion of any other buildings located in the Zone. In addition,Tenant and Tenant's employees,agents,customers and invitees shall also have the right to the non-exclusive use of the free multi-level parking garage located within the Zone(the"Parking Garage"). Such use of the parking spaces within the Common Areas and the Parking Garage by Tenant and its employees, agents, customers and invitees shall be limited to four(4)parking spaces per 1,000 rentable square feet of the Premises. Such use of the Common Areas and Parking Garage shall at all times be subject to such reasonable rules and regulations as Landlord and the owner of DOCS/1262240.2 2 W0432321.02 the Parking Garage from time to time may establish,and Tenant shall abide by all such rules and regulations established by them. Landlord shall have the right in its commercially reasonable discretion,without the consent or approval of Tenant,at any time and from time to time as necessary (i) to enter into, modify, and terminate easements and other agreements pertaining to the use and maintenance of the Common Areas;(ii)to temporarily close all or any portion of the Common Areas for maintenance, alteration or improvement purposes,provided such closure does not materially deprive Tenant of access to the Premises;(iii)to change the dimensions, configurations and locations of the Common Areas,as well as the location, dimensions, configurations, identity and type of any buildings and improvements shown thereon, to construct additional buildings or additional stories on existing buildings or other improvements in the Development;(iv)to operate for its own account various income-producing facilities in the Common Areas, provided that such operations do not violate Tenant's exclusive rights contained in paragraph 74;(v)to erect such promotional and other displays within the Common Areas as Landlord may deem desirable;(vi)to designate certain parking spaces as reserved;and(vii)to do and perform such other acts in and to the Common Areas as Landlord shall determine to be necessary or appropriate. The owner of the Parking Garage shall have the right,in its sole and absolute discretion,without the consent of but with notice to Tenant,at any time and from time to time(i)to close temporarily all or a portion of the Parking Garage,(ii)to designate certain parking spaces as reserved,and(iii)to do and perform such other acts in and to the Parking Garage as such owner shall deem necessary or appropriate. No exercise by Landlord or the owner of the Parking Garage of any rights herein reserved shall be deemed to be a constructive or actual eviction of Tenant or entitle Tenant to any compensation or damages for any injury,inconvenience or loss of business or to the abatement of any Minimum Rent. Tenant shall not use any portion of the Common Areas or Parking Garage for the conduct of its business or for the solicitation of business without the prior written consent of Landlord or the owner of the Parking Garage,as applicable;provided that,during any"farmer's market" or Development festivals Tenant may utilize reasonable portions of the sidewalks surrounding the Premises,the fenced outdoor patios described in paragraph 71 and,upon the written consent of Landlord,which shall not be unreasonably withheld,conditioned or delayed, the Common Areas located along the western portion of the Premises for the sale of Tenant's retail memW, ieldise- p ducts. Tenant shall require its employees to park their motor vehicles only in such areas as Landlord may desaf to time for such purpose. r�'t 12. COMMON AREAS OPERATION. Except as otherwise provided in this Lease,Latttilo`rtdaht?(l ldlnrate and maintain the Common Areas during the term of this Lease in good order and repair k accordance with reasonable standards of cleanliness and maintenance;provided,that Tenant at its expense shall keep theT. A8RaA yygg--QQf�litter, trash and debris generated by or resulting from the operation of Tenant's business in and ins. .1" glig Qal pay to Landlord for each calendar year during the term of this Lease and any other period of occup dP&MienskgehN Tenant, as additional rent, Tenant's Common Areas Charge(as hereafter defined). For purposes of this Lease,Tenant s Common Areas Charge for a calendar year shall be the Tenant Fraction of the costs paid or accrued by Landlord for operating and maintaining the Common Areas during such calendar year. For purposes of this Lease,"Tenant Fraction"shall mean the fraction whose numerator is the total number of rentable square feet of floor space contained in the Premises and whose denominator is the Gross Leasable Area of the Development. Tenant shall pay to Landlord, concurrently with Tenant's payments of monthly installments of Minimum Rent,an amount equal to one-twelfth(1/12th)of Tenant's estimated Common Areas Charge for the current calendar year,as determined annually and communicated to Tenant in writing by Landlord. Tenant's estimated monthly Common Areas Charge for the first calendar year is set forth as a Fundamental Lease Provision in Paragraph 1(1). After the end of each calendar year, Landlord shall deliver a statement setting forth Tenant's actual Common Areas Charge for such calendar year. Within thirty(30)days after receipt of such statement,Tenant shall pay to Landlord any unpaid portion of its actual Common Areas Charge for such calendar year or shall be entitled to a credit from Landlord for any excess Common Areas Charge actually paid by Tenant for such calendar year. Unless Tenant shall take written exception to any item in any such statement within such thirty(30)day period,such statement shall be considered as final and accepted by Tenant. No such exception shall extend the time within which Tenant is obligated to pay the amounts shown in Landlord's statement and any amount not paid within such thirty(30)day period shall be subject to interest and expenses pursuant to paragraph 39. If Tenant shall occupy the Premises only during part of a calendar year,then Tenant's Common Areas Charge for such partial calendar year shall be prorated for such partial calendar year,unless Tenant is otherwise obligated under this Lease in respect of all of such calendar year. For purposes of this Lease,"Common Areas Charge" shall include,but not be limited to,repair and maintenance costs, Development management fees equal to four percent(4%)of the gross rents(which gross rents shall include any minimum rents,Common Area costs,insurance costs, taxes and utility reimbursements),the costs of lighting,electricity,heating and air conditioning for any enclosed portions of the Common Areas,and exterior lighting of the Common Areas,charges or assessments imposed by the owner of the Parking Garage,costs associated with the operation,maintenance and repair of the boiler and heat rejection base building system providing water to individual heat pumps of the tenants ("Base Building HVAC System"), owner association dues or assessments applicable to the Zone and/or the Development, sewer, water, storm water, management fees, levies or assessments,cleaning,painting,sealing,staining and exterior maintenance and repair of the roof,structure and exterior of the Development, including fascias and awnings, window washing, trash removal, snow removal, pollution control, line repainting,landscape maintenance,sewer charges,wages,payroll taxes,worker's compensation insurance,parking lot liabil- ity insurance,licenses and permit fees,policing and security services,fire protection,traffic direction,repairs,replacements, depreciation and maintenance on equipment, maintenance supplies,personal property taxes, other everyday maintenance expenses,reserves for future maintenance and repair work,the costs of alterations and improvements made by Landlord to comply with applicable laws and regulations of governmental authorities hereafter enacted,any costs incurred by Landlord in connection with seeking any reduction in the costs of operating and maintaining the Development or the Common Areas,and any costs incurred by Landlord in connection with seeking any reduction in the costs of taxes,utilities or other charges levied,assessed,or imposed in connection with the Development,including,the cost of any third party tax or utility service. Notwithstanding the foregoing,Landlord may allocate the costs associated with the Base Building HVAC System on a usage basis rather than the Tenant Fraction in order to fairly and equitably assess tenants of the Development. The cost of operating and maintaining the Common Areas shall not include: (a) depreciation and amortization on the Development(other than depreciation on equipment), (b) costs of improvements made for tenants of the Development, (c) finder fees and real estate broker commissions, (d) mortgage principal or interest, DOCS/1262240.2 3 W0432321.02 RECEIVED (e) ground lease payments, JUN 2 3 2014 (f) costs of correcting defects in the initial design or construction of the Development,8 ((���Qp CC (g) specific costs or charges billed to or otherwise paid by another tenant or occup tWe�b4dhii r1rIQU0R TROL COMMISSION (h) marketing costs, leasing commissions, attorney's fees, costs, and disbursements and other expenses incurred in connection with negotiations or disputes with tenants,other occupants,prospective tenants or other occupants,or the sale or refinancing of the Development,or legal fees incurred in connection with this Lease; (i) expenses,including permits,license,design,space planning,and inspection costs,incurred in tenant build- out,renovating or otherwise improving or decorating,painting or redecorating space for tenants or other occupants of space; (j) expenses in connection with non-Development standard services or benefits of a type which are not provided to Tenant but which are provided to other tenants or occupants of the Development; (k) except with respect to the Base Building HVAC System,the cost of electricity and other utilities consumed by other tenants or occupants in excess of levels provided to Tenant on a per rentable square foot basis; (1) costs incurred due to violation by Landlord or any tenant or other occupant of the terms and conditions of any lease or other rental arrangement covering space in the Development; (m) bad debt expenses,payments of principal,interest,late fees,prepayment fees or other charges on any debt or amortization payments on any mortgage or mortgages executed by Landlord covering the Premises or the Development(or any portion thereof)now or in the future,rental concessions or negative cash flow guaranties,or rental payments under any ground or underlying lease or leases; (n) Landlord's general administrative overhead expenses for services not specifically performed for the Development,or salaries of any officer or employee of Landlord(or any subsidiary or affiliate of Landlord) above the grade of property manager; (o) all items and services for which Tenant pays directly to third parties or for which tenants,including Tenant, reimburse Landlord; (p) costs of signs in or on the Development exclusively identifying the owner of the Development or any other tenant of the Development; (q) any costs,fmes,or penalties incurred due to violations by Landlord of any governmental rule or authority; (r) any costs, fmes,or penalties incurred due to Landlord's failure to pay bills when due,unless caused by Tenant's failure to pay or late payments of Tenant's Share of Common Area Charges; (s) costs incurred to cure or correct any latent defects or any violation of,or to otherwise comply with,any laws,statutes,ordinances,codes or other governmental rules,regulations or requirements not in force or which may hereafter be in force,or with the requirements of any board of fire underwriters or other similar body now or hereafter constituted; (t) costs of installing,operating,and maintaining any of the following specialty services operated by Landlord and not utilized by Tenant:any luncheon club,athletic facility,public meeting rooms,art galleries,or retail facility; (u) wages,salaries,or other compensation of any kind or nature paid to any executive employees above the grade of property manager; (v) any costs necessitated by or resulting from the negligence of Landlord, its agents, employees and/or independent contractors; (w) expenses resulting from the gross negligence or willful misconduct of Landlord,its agents and employees; (x) except for any claim in any way involving Tenant,expenses in connection with claims for personal injury or property damage alleged to have arisen from or in connection with the existence,condition or operation of the Development,including without limitation costs incurred in connection with the defense of such claims;and (y) In no event shall any adjustment in Tenant's prorata share of the Common Area Charges result in Landlord collecting more than one hundred percent(100%) of the actual Common Area Charges incurred by it, excluding any administration fees collected from other tenants,from Tenant and all the other tenants of the office space of the Zone,and Landlord shall not recover the costs of any items more than once. DOCS/1262240.2 4 W0432321.02 JUN 2 3 2014 13. TAXES. Landlord shall pay,prior to delinquency,the general real estate tvioacqft,i,�� of special taxes,assessments,or levies of any kind(however denominated)payable during theOavf�a�e(c fi'dti l "Taxes")on the land and improvements constituting the Development. Tenant shall pay to Landlord o e alk-SeTON during the term of this Lease or any other period of occupancy of the Premises by Tenant,as additional rent,Tenant's Tax Contribution (as hereafter defined); provided that, such amount shall not include any taxes owed for the "undeveloped parcels" referenced on the Zone Site Plan attached hereto as Exhibit "B". For purposes of this Lease Tenant's "Tax Contribution"for a calendar year shall be the Tenant Fraction of the Taxes actually paid by Landlord during such calendar year,regardless of the tax period to which such Taxes relate. If any portion of the Development is assessed for real estate tax purposes as a separate parcel and the Taxes on such separate parcel are payable by a tenant or owner other than Landlord, then such Taxes shall not be included in the Taxes for purposes of Tenant's Tax Contribution under this paragraph;and in such event the denominator of the Tenant Fraction for purposes of this paragraph shall be reduced by the number of rentable square feet of leasable floor space contained in the building or buildings located on such separate parcel. Tenant shall pay to Landlord,concurrently with Tenant's payments of monthly installments of Minimum Rent,an amount equal to one-twelfth (1/12)of Tenant's estimated Tax Contribution for the current calendar year,as determined annually and communicated in writing to Tenant. Within thirty(30)days after the end of each year,Tenant shall pay to Landlord any unpaid portion of its actual Tax Contribution for such calendar year or shall be entitled to a credit from Landlord for any excess Tax Contribution actually paid by Tenant for such calendar year. Tenant's Tax Contribution shall be prorated for any period of Tenant's occupancy of the Premises which is less than a full calendar year unless Tenant is otherwise obligated under this Lease in respect of all of such calendar year. Tenant's estimated monthly Tax Contribution for the first calendar year is set forth as a Fundamental Lease Provision in paragraph 1(n). Tenant shall be responsible for and shall pay,before the same become delinquent,all federal,state,county and local taxes(other than Landlord's income taxes)levied or assessed upon:(a)any personal property,fixtures,or leasehold improvements of Tenant at any time located in or about the Premises,as well as any increase in the Taxes resulting from any improvements or alterations made to the Premises by Tenant pursuant to paragraph 21;and(b)Tenant's interest under this Lease or the rentals derived from or paid by Tenant under this Lease. Tenant shall also be responsible for and shall pay all sales,excise and other equivalent taxes(however denominated)in any way resulting from Tenant's possession or use of the Premises or payment of rent under this Lease. Tenant agrees to pay,upon receipt of an invoice from Landlord,its pro rata share of any fees and expenses charged by Landlords tax consultants,if any,and/or fees and expenses(including,without limitation,attorney fees and accountant fees)incurred by Landlord in connection with the pursuit of any reduction,refund or revaluation of the Taxes. To the extent that it does not(a)interfere with or otherwise jeopardize the valuation agreed to under the terms of Landlord's TIF loan arrangements,or(b)require Landlord to disclose information concerning the income,expenses or other financial information regarding the Development or the leases at the Development,then Tenant shall have the right to protest the tax valuation of the Premises,at Tenant's expense,and Landlord shall cooperate with Tenant as reasonably necessary to effectuate any such protest by Tenant. 14. INSURANCE. Landlord at all times during the term of this Lease and any other period of occupancy of the Premises by Tenant shall obtain and keep in force with respect to the Common Areas general public liability insurance in form customarily written for the protection of owners,landlords and tenants of real estate,which insurance shall provide coverage for both Landlord and Tenant of not less than$2,000,000.00 for each occurrence of bodily injury or property damage. Landlord further agrees at all times during the term of this Lease and any other period of occupancy of the Premises by Tenant to maintain and keep in force with respect to the Development replacement value fire and extended coverage insurance and such other insurance as Landlord shall deem reasonable to maintain. Tenant shall pay to Landlord for each calendar year during the term of this Lease and any other period of occupancy of the Premises by Tenant,as additional rent, Tenant's Insurance Contribution(as hereafter defined). For purposes of this Lease,Tenant's"Insurance Contribution"for a calendar year shall be the Tenant Fraction of the premiums actually paid by Landlord during such calendar year for the insurance coverages described above. If any building in the Development is separately insured against physical loss or damage and the premiums for such separate insurance are payable by a tenant or owner other than Landlord,then such insurance premiums shall not be included in the premiums upon which Tenant's Insurance Contribution is based;and in such event the denominator of the Tenant Fraction for purposes of allocation of casualty insurance shall be reduced by the number of rentable square feet of leasable floor space contained in the building or buildings which are covered by such separate insurance. Tenant shall pay to Landlord,concurrently with Tenant's payments of monthly installments of Minimum Rent,an amount equal to one-twelfth(1/12)of Tenant's estimated Insurance Contribution for the current calendar year as determined annually and communicated to Tenant in writing by Landlord. Within thirty(30)days after the end of each calendar year, Tenant shall pay to Landlord any unpaid portion of its actual Insurance Contribution for such calendar Year or shall be entitled to a credit from Landlord for any excess Insurance Contribution actually paid by Tenant for such calendar year. Tenant's estimated monthly Insurance Contribution for the first calendar year is set forth as a Fundamental Lease Provision in paragraph 1(m). Tenant's Insurance Contribution shall be prorated for any period of Tenant's occupancy of the Premises which is less than a full calendar year,unless Tenant is otherwise obligated under this Lease in respect of all of such calendar year. Tenant,at its expense at all times during the term of this Lease and any other period of occupancy of the Premises by Tenant,shall obtain and keep in force with respect to the Premises general public liability insurance in form customarily written for the protection of owners,landlords and tenants of real estate,with Tenant as a named insured and Landlord as an additional insured,which insurance shall provide coverage of not less than$2,000,000.00 for each occurrence of bodily injury or property damage. Tenant also shall carry such personal injury and special liability insurance coverages,including but not limited to premises-operations,products and professional liability coverages as may be customary or appropriate with respect to Tenant's business or as Landlord reasonably may require and shall include Landlord as a named insured thereunder. Tenant understands and acknowledges that the insurance which this paragraph 14 requires Landlord to obtain and keep in force will not cover any of Tenant's property, including but not limited to leasehold improvements. Tenant agrees,at its expense,during the term of this Lease and other period of occupancy of the Premises by Tenant to obtain and keep in force with respect to Tenant's leasehold improvements,inventory,fixtures and equipment,signs and other personal property in the Premises replacement value fire and extended coverage insurance;Landlord shall be included as an additional insured under the policies providing such insurance with respect to Tenant's leasehold improvements, and Tenant shall furnish Landlord with an appropriate certificate evidencing that all such insurance is in force and that Landlord is an additional insured thereunder as to such leasehold improvements. All policies of insurance required to be carried by Tenant hereunder shall provide that they may not be canceled without at least thirty(30)days prior written notice to Landlord and shall include a waiver of subrogation in favor of Landlord. Prior to Tenant's taking possession of the Premises,Tenant shall furnish to Landlord appropriate certificates evidencing that such insurance is in force and that Landlord is named as an additional insured thereunder;and Tenant shall pay to Landlord,on demand,a late charge of Fifty Dollars($50.00)if such D005/1262240.2 5 REceavED certificates are not delivered to Landlord within thirty(30)days after Landlord has made a written request to Ten certificates. �oru�c$j4 certificates. NEBRASKq Uo 15. UTILITIES. During the term,all gas,water,electricity,telephone,cable and of c{eyicps��s R consumed in or about or furnished to the Premises shall be separately metered and paid by Tenant. Tenant sha h S JON lord and the Premises harmless from all liens,charges and costs with respect to such items. Tenant agrees that it will not install any equipment which will exceed or overload the capacity of any utility facilities serving the Premises and that if any equipment installed by Tenant requires additional utility facilities, such additional utility facilities shall be installed at Tenant's expense in accordance with plans and specifications approved in writing in advance by Landlord. Landlord shall not be liable for any interruption in the supply of any utilities to the Premises or for any damage caused either to the electrical system or to Tenant's equipment in the Premises by any power surge. If Landlord provides any of such utility services to Tenant because they are not or cannot be separately metered or billed to Tenant,then Tenant shall pay to Landlord,within ten (10)days after receiving a statement therefor from Landlord,Tenant's equitable share of the billing received by Landlord for such utility service,which share shall be determined by Landlord in its sole discretion taking into account such factors, including but not limited to the nature of Tenant's business, as Landlord reasonably may consider to be appropriate. Notwithstanding the foregoing,in the event that Tenant shall lose any utility service due to the gross negligence or willful misconduct of Landlord,its agents,employees,or affiliates,Tenant shall have the right to abate the Minimum Rentfor any interruption of service lasting longer than twenty-four(24)hours after written notice to Landlord. 16. PERMITTED USE. Tenant may use the Premises only for the permitted use set forth as a Fundamental Lease Provision in paragraph 1(o)and for no other purpose. Tenant agrees at all times to conduct its business in the Premises in a dignified,ethical,responsible and reputable manner consistent with the highest standards of service and merchandising and at all times to comply with all laws,ordinances and governmental regulations(whether now existing or hereafter enacted or adopted)affecting the Premises and its cleanliness,safety,occupancy and use. Tenant at its own expense shall comply with and shall make all modifications or accommodations to the Premises required by the Americans with Disability Act or any similar state or local handicap discrimination law. Tenant shall indemnify,defend and hold harmless Landlord from and against any claims,losses,damages and expenses(including attorney fees)arising out of or resulting from Tenant's failure to make any such modifications or accommodations and Tenant's failure to comply with all applicable laws,ordinances,rules and regulations, including but not limited to the Americans with Disabilities Act or any similar state or local handicap discrimination law. Without limiting the foregoing,Tenant shall not use or occupy the Premises unless and until a Certificate of Occupancy permitting Tenant's use and occupancy has been issued by the appropriate governmental authority and remains in effect,any and all conditions and requirements of the Certificate of Occupancy have been complied with,and Landlord has received a copy of the Certificate of Occupancy and evidence of such compliance. Tenant shall prohibit its customers from loitering or congregating in the Common Areas and from becoming a nuisance or otherwise disturbing the other tenants of the Development and their respective customers,employees and invitees. Tenant agrees not to do or omit to do anything which will cause an increase in the premiums for the insurance which Landlord maintains on or with respect to the Development over and above the premiums which otherwise would be in effect for such insurance or which would cause the cancellation of any such insurance. Tenant shall pay Landlord on demand any reasonable increase in the insurance premiums on the Development on account of any extra risk caused by Tenant's use of the Premises. 17. OPERATION OF BUSINESS. Tenant shall(a)conduct its business in the entire Premises;(b)remain open for business Monday thru Saturday 10:00 am Central Time until 8:00 PM Central Time,and Sunday 12:00 pm Central Time until 5:00 PM Central Time, and for such additional time periods as Tenant may elect in its sole and absolute discretion;(c)adequately staff its store with sufficient employees and carry a stock of merchandise of such size,character and quality as may be reasonable to conduct its business as described in the Fundamental Lease Provision at paragraph 1(o); (d)keep its display windows and signs,if any,well lighted during all business hours;(e)keep the Premises and both the exterior and interior portions of windows,doors and other glass or plate glass fixtures therein in neat,clean,sanitary and safe conditions;(f)warehouse,store,or stock only such goods,wares and merchandise in the Premises as Tenant intends to offer for sale at retail in the Premises;(g)neither solicit business nor distribute advertising matter in the Common Areas or Parking Garage;(h)not place any excessive weight upon the floor of the Premises;(i)use the insignia or other identifying mark of the Development(if any)designated by Landlord in Tenant's advertising,whether printed or visual,and make reference to the name of the Development in each instance of audio advertising;(j)not place or permit any radio or television antenna,loud speaker,or sound amplifier,or any phonograph or other devices similar to any of the foregoing,on the roof or outside of the Premises or at any other place where it may be seen or heard outside of the Premises;(k)not permit noise,sounds,activities, odors or disturbances within the Premises which interfere or are likely to interfere with the businesses of other tenants in the Development(and shall install a ventilation system in the Premises which is sufficient to ensure that odors do not permeate through the walls or ceiling of the Premises into adjacent areas of the Development); and(1)comply with the rules and regulations for the Development attached hereto as Exhibit"D",as the same may be modified and amended by Landlord from time to time. In the event of any conflict between the terms and provisions of this Lease and the rules and regulations, the terms and provisions of this Lease shall control. Tenant agrees not to do or permit anything to be done which will interfere with the quiet enjoyment of other tenants or occupants of the Development. If Tenant's trade name is set forth as a Fundamental Lease Provision in paragraph 1(e),then Tenant shall not conduct its business in the Premises under any other trade name without first obtaining Landlord's written consent to such change of trade name. 18. ENVIRONMENTAL MATTERS. For purposes of this paragraph"Hazardous Substance"shall have the meaning given to such phrase in the Comprehensive Environmental Response,Compensation and Liability Act of 1980,as amended(42 U.S.C. § 960I, et seq.) and also shall include any flammable explosives, radioactive materials, hazardous materials,hazardous wastes,hazardous or toxic substances,or related materials which are regulated by any federal,state,or local law,ordinance,rule,regulation,or policy relating to the protection of the environment. For purposes of this paragraph an"Environmental Regulation"is any federal,state,or local law,ordinance,rule,regulation,or policy governing the use, storage,treatment,transportation,manufacture,refinement,handling,production, discharge, emission, or disposal of any Hazardous Substance. Tenant shall not use,store,handle,produce,dispose of,discharge,take any other actions,or allow anyone else to take any of such actions,with respect to any Hazardous Substance in,at, on,or from the Premises in any manner which violates any Environmental Regulation. During the term of this Lease and any other periods of Tenant's occupancy of the Premises,Tenant at its expense shall obtain,maintain in effect,and comply with all permits and licenses required by any Environmental Regulation applicable to Tenant or the Premises. Within three(3)business days after Tenant is notified or otherwise becomes aware of any actual or potential violation or alleged violation of any Environmental Regula- tion involving or relating to the Premises,Tenant shall notify Landlord in writing of such actual or potential violation or DOCSn262240.2 6 RECiagi 'E'D alleged violation and promptly shall deliver to Landlord copies of any written materials that Tenant may ha4AlAdire2itti2f receive which pertain to or purport to give notice of such actual or potential violation or alleged violation. Tenant at its expense promptly shall conduct and complete all investigations,studies,sampling,testing,removaltillafitliMislieAspgfr$WOR sary to clean up and remove from the Premises any Hazardous Substance which may have been t Te ant Int upon the Premises during the term of this Lease or any other period of occupancy of the Premises 'T Mttat4t$ION accordance with and as required by any applicable Environmental Regulation and the orders and directions of federal,state and local governmental authorities having jurisdiction over the Premises or such actions. Tenant shall provide Landlord and Landlord's agents or representatives with access to the Premises and to Tenant's files and records at all reasonable times for the purpose of verifying Tenant's compliance with the requirements of this paragraph. Tenant shall indemnify Landlord against and hold Landlord harmless from any and all claims,demands,penalties,fines,liabilities,settlements,damages,costs or expenses of whatever kind or nature(including but not limited to attorney fees, fees of environmental consultants and laboratory fees)known or unknown,contingent or otherwise,arising out of or in any way related to the presence,release, threatened release,or disposal of any Hazardous Substance in,upon,or from the Premises or arising out of or in any way related to the violation by Tenant or the Premises of any Environmental Regulation during the term of this Lease. The obligations of Tenant and Landlord under this paragraph shall survive the termination of this Lease and of Tenants occupancy of the Premises. Notwithstanding anything to the contrary set forth in this Lease,in the event that,during the term of this I.rase,any Hazardous Substance are discovered in or under the Premises and such Hazardous Substances are proven to have been present prior to the date that Landlord delivered possession of the Premises to Tenant and such Hazardous Substances materially interfere with the operation of Tenant's business,then Landlord shall undertake remediation or other action to remove the Hazardous Substances from the Premises at Landlord's expense. Tenant shall in no way be responsible for the removal or abatement of any Hazardous Substances including asbestos which Tenant did not introduce into the Premises nor shall the cost of removal or abatement of any Hazardous Substances from the Common Areas be included in the costs of operating the Development. Landlord shall indemnify,defend and hold harmless the Tenant from any and all claims, damages,fines,judgments,penalties or causes of actions arising during or after the Lease Term from or in connection with the presence,suspected presence,use,generation storage,release or disposal of Hazardous Substances(whether caused by Landlord or by any prior owner or operator of the Premises or the Development), unless any such presence, suspected presence,use,generation storage,release or disposal of Hazardous Substances is the result of any action or inaction acts of Tenant or its agents,employees or invitees. 19. MAINTENANCE AND REPAIRS. Except as otherwise provided in this Lease,Landlord at its expense shall keep and maintain the foundation, roof and structural portions of the walls of the Premises, and the main utility connections serving the Premises,in good condition and repair at all times during the term of this Lease,except for damage thereto caused by the acts or omissions of Tenant or any of Tenants contractors,employees,agents,customers,or invitees. Landlord at its expense shall be responsible for any repairs to the Premises necessitated by the gross negligence or willful misconduct of Landlord,its agents,employees,guests or invitees Tenant shall be responsible for and shall at its expense repair any damage to the roof or structural walls of the Premises resulting from any penetration of the roof or structural walls of the Premises made by Tenant or its agents or contractors for the purpose of installing vents, exhaust fans, or similar devices serving the Premises or for any other purpose. Tenant at its expense shall repair any damage to any portion of the Premises caused by the acts or omissions of Tenant or any of Tenant's contractors,employees,agents,customers or invitees. Except for those items for which Landlord is responsible pursuant to the first sentence of this paragraph, Tenant at its expense shall keep and maintain the Premises in good condition and repair at all times during the term of this Lease in such manner as Landlord and any insurer of the Premises reasonably may require and also as may be required to comply with all applicable laws, ordinances, rules and regulations, now existing or hereafter enacted, of any federal, state, or local governmental agency or subdivision having jurisdiction over the Premises. Tenants responsibilities under this paragraph shall include but are not limited to all plate glass windows and doors in the Premises,the store front or fronts of the Premises, and the fixtures and equipment serving or constituting a part of the Premises (including but not limited to the lighting, heating,air conditioning,ventilating,plumbing,electrical, sewer and other mechanical systems and equipment serving the Premises). Tenant at its expense promptly shall make any and all repairs and replacements to the Premises and to the fixtures and equipment serving or constituting a part thereof which may be required to comply with the obligations of Tenant under this paragraph,in each case in a good and workmanlike manner using materials,fixtures and equipment whose quality is at least equal to that of the materials,fixtures and equipment being repaired or replaced. Upon the expiration or termination of this Lease,Tenant shall deliver the Premises(including any outdoor space licensed to Tenant)and the fixtures and equipment constituting a part thereof(excluding Tenant's trade fixtures)to Landlord in good condition and repair,reasonable wear and tear excepted. Notwithstanding the foregoing provisions of this paragraph,Landlord and Tenant agree that this paragraph shall not be applicable to any damage to or destruction of the Premises falling within the scope of paragraph 23(dealing with insured and uninsured casualties) or paragraph 25 (dealing with eminent domain), which damage or destruction shall be governed by the provisions of such other paragraphs. 20. SIGNS AND TRADE FIXTURES. Tenant may install upon the exterior of the Premises and,if installed, remove therefrom,at Tenant's expense,at the expiration or earlier termination of this Lease,signs relating solely to Tenant's business in the Premises which(a)comply with all applicable laws,ordinances and governmental regulations,(b)conform to any uniform sign criteria established by Landlord and any recorded covenant,(c)will cause no damage to the Premises,and (d)are approved by Landlord which approval shall not be unreasonably withheld,conditioned or delayed. Tenant may install in the Premises and remove therefrom such trade fixtures as Tenant may deem necessary or appropriate to its business operations. Any damage to the Premises which may be caused by the removal of any of Tenant's signs or trade fixtures shall be repaired by Tenant at its expense forthwith upon the removal of any of such signs or trade fixtures. Tenant shall be responsible for the cleaning of, repair or replacement of, and maintenance of all signs erected or installed on or in the Premises by Tenant. Subject to Landlord's consent,which consent shall not be unreasonably withheld,delayed,or denied, Tenant shall have the right to install Tenant signage on the north,east,west and south portions of the Premises. In addition, Tenant shall have the right to install parking signage at the rear of the Premises,subject to Landlord's consent,which consent shall not be unreasonably withheld,delayed,or denied. 21. ALTERATIONS BY TENANT. Tenant,at its expense,during the term of this Lease may make such non-structural alterations to the interior of the Premises as it deems appropriate;provided,that(a)the structural integrity of the Premises is not thereby adversely affected or diminished,(b)the foundation,load bearing walls and roof of the Premises are not affected,(c)the value of the building in which the Premises are located is not thereby diminished,(d)the exterior appearance(including the store front)of the Premises is not thereby altered or changed,and(e)Tenant has secured the prior written approval of Landlord,which approval shall not be unreasonably withheld,conditioned or delayed. In all cases Tenant DOGS/12622402 7 W0432321.02 must obtain Landlord's written consent before making any installations on the roof of the Premises or any roof or exterior wall penetrations for the purpose of installing vents,exhaust fans,or similar devices to serve the Premises or for any other purpose.Tenant shall have the right to install a single satellite dish on the roof,in a manner and location mutually agreed upon by Landlord and Tenant. All such alterations shall be completed in a good and workmanlike manner with first-class materials and workmanship. Tenant shall make no additions or alterations whatsoever to the exterior of the Premises without the prior written consent of Landlord,in Landlord's sole discretion. At Landlord's option,any additions or alterations made to the interior of the Premises by Tenant(including but not limited to any carpeting,linoleum,or other floor covering which is cemented,glued,or otherwise affixed to the floor of the Premises)shall remain a part of the Premises arttlitrimirtinesin therewith upon the expiration or termination of this Lease,or upon the expiration or termination of this Lte mit t ts' expense shall remove such additions or alterations and restore the Premises to their condition at the time of Landlords delivery of possession thereof to Tenant. J U N 2 3 2014 22. LIENS. Tenant shall have no authority to cause or permit a mechanic's,construction,or other lien to arise or be perfected with respect to the Premises or any part thereof;and Tenant shall so advise any co2�te p f'QGrkitigl etf O R work or providing any materials for Tenant in or with respect to the Premises. If any mechanic'a �io �SION is filed against the Premises or any part thereof for any reason whatsoever by reason of Tenant's of a claim against Tenant,then Tenant shall cause such lien to be canceled and discharged of record by bond or otherwise within twenty(20)days after written request by Landlord. 23. DAMAGE AND DESTRUCTION. If the Premises or the Development are damaged by fire or other casualty, Landlord will give Tenant notice of the time which will be needed to repair such damage, as determined by Landlord in its sole discretion,and the election(if any)which Landlord has made according to this paragraph 23. Such notice will be given before the forty-fifth(45th)day after the fire or other casualty(the"Notice Date"). Notwithstanding any provision contained herein,any casualty award allocated specifically to Tenant's trade fixtures,equipment or furniture shall be payable to Tenant by such insurance company,and Landlord agrees to forward such amounts to Tenant in the event that the Landlord receives the same. (a) If the Premises or the Development are damaged by fire or other insured casualty to an extent which may be repaired within ninety(90)days after the commencement of repair,as determined by Landlord,Land- lord will begin to repair the damage within ninety(90)days after the Notice Date and will diligently pursue the completion of such repair. (b) If the Premises or the Development are damaged by fire or other insured casualty to an extent which may not be repaired within ninety(90)days after the commencement of repair but may be repaired within one hundred eighty(180)days after the commencement of repair,as determined by Landlord,then,at Land- lord's option,Landlord will diligently pursue to repair such damage within one hundred eighty(180)days after the Notice Date. (c) If the Premises or the Development are damaged by fire or other insured casualty to an extent which may not be repaired within one hundred eighty(180)days after the commencement of repair,as determined by Landlord,then(i)Landlord may cancel this Lease as of the date of such damage by written notice given to Tenant on or before the Notice Date,or(ii)Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within thirty(30)days after Landlord's delivery of a notice that the repairs cannot be made within such one hundred eighty(180)day period. If neither Landlord nor Tenant so elects to cancel this Lease,Landlord will repair the Premises and the Development. (d) If the holder of any mortgage,deed of trust or other encumbrance on the Development shall be entitled to and shall in fact apply the proceeds of insurance to the debt owed to it or if the proceeds of insurance received by Landlord are insufficient to pay for the repair of any damage to the Premises or the Develop- ment,Landlord will have the option to repair such damage or cancel this Lease as of the date of such casualty by written notice to Tenant on or before the Notice Date. If the Premises or the Development is damaged by any uninsured casualty,then Landlord may restore the Premises and/or Development in accordance with the foregoing or may cancel this Lease as of the date of such damage by written notice given tb Tenant on or before the Notice Date. 24. ABATEMENT OF RENT. In the event of any damage to or destruction of the Premises not caused by or resulting from the acts or omissions of Tenant or its contractors,agents,invitees,customers or employees which makes the Premises in whole or in part unfit for use by Tenant in the normal course of its business in the Premises,then the Minimum Rent,based upon the proportionate floor area of the Premises which is unfit for use by Tenant in the normal course of its business, shall abate until the Premises have been repaired or restored by Landlord in accordance with paragraph 23. Minimum Rent shall not be abated in the event of damage to or destruction of the Premises caused by Tenant or its contractors,agents,invitees,customers or employees. 25. EMINENT DOMAIN. If the whole of the Premises or the Development shall be taken under the power of eminent domain,then this Lease shall terminate and expire as of the date upon which possession must be surrendered to the public authority involved; the rent and any other sums payable under this Lease shall be prorated as of such date; and Landlord and Tenant shall be released from any further liability under this Lease. If more than twenty-five percent(25%)but less than all of the floor area of the Premises shall be taken or condemned then either Landlord or Tenant may terminate this Lease by serving upon the other party a written notice of termination effective as of the date upon which possession must be surrendered to the public authority involved. In the event that such option to terminate is exercised,the Minimum Rent and any other sums payable under this Lease shall be prorated as of such date of surrendering possession;and Landlord and Tenant shall be released from any further liability under this Lease. If any portion of the Premises is taken for public use and if neither party is entitled to exercise or does exercise its option to terminate this Lease as permitted above in this paragraph, then the Minimum Rent shall be reduced as of the date upon which possession must be surrendered to the public authority involved in the proportion which the actual floor area in the Premises taken bears to the total floor area originally demised in the Premises,and Landlord promptly shall repair,restore,or rebuild for occupancy by Tenant the portion of the Premises not so taken. If,during the repair,restoration,or rebuilding required,the Premises are not usable in the reasonable opinion of DOCS11262240.2 8 W0432321.02 Tenant,then Landlord and its contractors temporarily shall have possession of the Premises during the period of repair, restoration or rebuilding; and the reduced rent as provided for in this paragraph shall be abated until the repairs and restorations are completed. All compensation and damages awarded or other sums or awards paid on account of any condemnation or taking,whether temporary or permanent,under the power of eminent domain of the Premises,the Common Areas or the Development,or any portion of portions thereof shall belong to and be the sole property of Landlord whether such damages or other sums are awarded as compensation for the loss,taking,or diminution in value of any fee,leasehold, easement or other interest in the Premises,the Common Areas,the Development,or otherwise or for the acquisition by the condemning authority of any temporary easement or other rights therein; and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its leasehold interest in the Premises or any leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigning to Landlord any such right or claim; provided,however,that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense relating to Tenant's merchandise, trade fixtures,or equipment,or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be construed to release any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph. 26. CERTAIN RISKS. Tenant will not do or permit to be done any act or thing upon the Premises or the Development which would(i)jeopardize or be in conflict with fire and extended coverage insurance tides_ePer e Development and fixtures and property in the Development,or(ii)subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon the Premises. 27. INDEMNIFICATION. JUN 2 3 2014 (a) Tenant agrees to indemnify Landlord against and to hold Landlord harmlessIoBP4MAlL.dlaaiinR • demands of any third party arising from or based upon any alleged act,omiQMi g31' eiLeug tgroN Tenant's contractors,agents,invitees,customers,employees,or anyone else for whom Tenant may be or alleged to be responsible. In the event that Landlord shall,without fault on its part,be made a party to any such litigation commenced by any third party against Tenant,then Tenant shall hold Landlord harmless from such litigation and shall pay all costs, expenses and reasonable attorney fees incurred or paid by Landlord in connection with such litigation,together with any judgments rendered against Landlord. (b) Landlord agrees to indemnify Tenant against and to hold Tenant harmless from any and all claims or demands of any third party arising from or based upon any alleged gross negligence or wilful misconduct of Landlord or Landlords contractors,agents, invitees, customers,employees, or anyone else for whom Landlord may be or alleged to be responsible. In the event that Tenant shall,without fault on its part,be made a party to any such litigation commenced by any third party against Landlord,then Landlord shall hold Tenant harmless from such litigation and shall pay all costs,expenses and reasonable attorney fees incurred or paid by Tenant in connection with such litigation,together with any judgments rendered against Tenant. 28. WAIVER OF CLAIMS. Tenant hereby waives any and all claims for or rights of recovery which Tenant or anyone claiming through Tenant may have against Landlord(or Landlord's officers, agents, or employees)for or with respect to any loss of or damage to Tenant's property or for any business interruption which is(or would be)insured under a fire and extended coverage insurance policy required under this Lease,whether or not maintained by Tenant,or which is otherwise insured under any insurance policy maintained by Tenant, and Tenant shall cause all insurance maintained by Tenant to include a waiver of subrogation rights against Landlord. Such waiver of claims and rights by Tenant also shall operate as a similar waiver in favor of the other tenants of the Development and the respective officers,agents and employees of such other tenants. 29. ASSIGNMENT AND SUBLETTING. Tenant shall have no right to assign this Lease or to sublet the Premises whether directly,indirectly or by operation of law without the prior written consent of Landlord,which consent may be withheld,conditioned or delayed by Landlord in Landlord's sole discretion for any reason whatsoever;provided,that if Landlord gives such consent,then Tenant shall remain primarily liable to Landlord for the payment of the rent and the performance of all of Tenant's other obligations under this Lease for the remainder of the term of this Lease. Tenant shall not mortgage,pledge,or encumber this Lease or any interest herein without the consent of Landlord,which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this paragraph, a change in control of Tenant shall be deemed to be an assignment of this Lease requiring Landlord's prior written consent. If Landlord consents to an assignment of this Lease by Tenant,then such consent shall apply only to the remainder of the then current term of this Lease and not to any subsequent periods as to which Tenant has an unexercised option to extend the term of this Lease;and any such option or options shall be of no further force or effect after such assignment has been consented to by Landlord. Landlord shall have the absolute right,exercisable in its sole discretion for any reason,to withhold any consent which may be required under this paragraph. Landlord may charge a review fee of$500.00 in connection with any request for its consent to an assignment of this Lease or any subletting of the Premises. Notwithstanding the foregoing, in the event of the bonafide sale of all of Tenant's interest in the business for which it uses the Premises,Landlord's consent shall be required for any transfer,which consent shall not be unreasonably withheld,denied,or delayed,and shall be reasonably based upon satisfactory evidence that (i)such purchaser has a net worth at such time which is greater than the greater of(A)the combined net worth of Tenant and all Guarantors at the time this Lease is signed,or(B)the combined net worth of Tenant and all Guarantors at the time of such transaction,(ii)Tenant is not in default under the Lease,(iii)such purchaser is not a federal,state or local governmental entity or agency, and(iv)such purchaser signs a form of assignment acceptable to Landlord in its reasonable discretion (including the obligations of Tenant prior to the date of the assignment). Thereafter,any such purchaser shall be deemed by Landlord to be an acceptable assignee from Tenant of Tenant's interest in the Lease,and upon such assignment,provided Tenant has fulfilled its obligations pursuant to the Lease,Tenant and its Guarantors shall have no further obligations pursuant to the Lease after the date of such assignment. 30. LANDLORD'S COVENANTS. Landlord covenants that Landlord owns the Premises and that Tenant, upon the complete and timely payment of all rent and performance of all of Tenant's other obligations under this Lease,shall peacefully and quietly have,hold and enjoy the occupancy of the Premises subject to the terms and conditions contained herein throughout the term of this Lease or until this Lease is sooner terminated DOCS/1262240.2 9 W0432321.02 JUN 2 3 2014 NEBRASKA LIQUOR 31. ENTRY BY LANDLORD. Landlord shall have the right to enter 14EPITAns't�' �i event of an emergency, and at all reasonable hours,upon reasonable notice to Tenant (-whether written or ora ' purpose of inspecting the Premises, for the purpose of making repairs, additions or alterations to the Premises or the Development,or for any other lawful purpose;provided,Landlord will use reasonable good faith efforts to assure that such entry shall not unreasonably interfere with the conduct of Tenant's business. For a period commencing six(6)months prior to the expiration of this Lease,and with reasonable notice to Tenant,Landlord may have reasonable access to the Premises for the purpose of exhibiting the Premises to prospective tenants thereof. 32. NO LIABILITY OF LANDLORD. Landlord shall not be responsible or liable to Tenant or anyone claiming through Tenant for any loss or damage that may be caused by or through the acts or omissions of persons occupying premises adjacent to the Premises or in any other part of the Development(or of their customers, employees, agents or invitees)or for any expense,loss,or damage sustained by Tenant or anyone claiming through Tenant from(a)the bursting, stoppage,or leaking of water,gas,sewer or steam pipes,downspouts,tanks,drains or fixtures wherever located,(b)broken glass,(c)water,snow or ice upon the Development or any portion thereof,(d)theft or other dishonest act by anyone other than Landlord,(e)water,wind or other weather or natural condition or event,or(f)defects in the Premises or any fixtures or equipment therein unless such expense, loss, or damage is the result of the gross negligence or willful misconduct of Landlord,its employees,agents,customers or invitees. 33. DEFAULT. If Tenant defaults in the payment of any rent or other sums when due hereunder,vacates or abandons the Premises or fails to perform or comply with any other term or condition of this Lease and if such nonpayment, vacation,abandonment,or nonperformance shall continue for a period of ten(10)days for any monetary default,or thirty (30)days for any non-monetary default,after written notice thereof has been given by Landlord to Tenant and received by Tenant,then Landlord,at its option,may re-enter and repossess the Premises,with process of law,and,at its option,may declare this Lease terminated and the term of this Lease ended forthwith; and Landlord shall not be liable for damages associated with such re-entry and repossession. Landlord shall have full and uncontested right to take possession of Tenant's fixtures,equipment,inventory and other property in or about the Premises,holding all such property as additional security for the rent and other sums due and to become due under this Lease. Notwithstanding such re-entry and repossession by Landlord and the holding of such fixtures,equipment,inventory and other personal property,and whether or not Landlord exercises its option to terminate this Lease,the liability of Tenant for the payment of the rent and other sums due or to become due under this Lease and for the performance of Tenant's other obligations under this Lease for the remainder of the term of this Lease(determined as if Landlord had not terminated this Lease)shall not be relinquished or extinguished but shall continue in full force and effect;and Landlord at any time may commence such one or more actions as it may deem necessary to collect any sums due from or payable by Tenant under this Lease for such period. In the event of any such re- entry and repossession, Landlord shall have the right to re-let all or any portion of the Premises upon such terms and conditions as Landlord may deem appropriate;and any such re-letting shall not relieve Tenant of any of its obligations to Landlord under this Lease,except to the extent of any net rentals actually received by Landlord from such re-letting after deducting all of Landlord's expenses(including but not limited to legal expenses,brokerage commissions and the costs of remodeling the Premises so as to render the Premises suitable for re-letting)incurred in preparing for and accomplishing such re-letting. Tenant further agrees to pay,in addition to the rent and other sums payable under this Lease,such additional sums as a court of competent jurisdiction may adjudge reasonable as attorney fees in any suit or action instituted by Landlord to enforce the provisions of this Lease or the collection of the rent or other stuns payable by Tenant under this Lease. Tenant hereby waives any right of redemption which it may have under any present or future law in the event Tenant is evicted from or dispossessed of the Premises for any reason. Unless Landlord otherwise expressly agrees in writing,Tenant's surrender of possession of the Premises to Landlord prior to the end of the term of this Lease and Landlord's acceptance of such surrender shall not effect a termination of this Lease or release Tenant from any of its obligations under this Lease for the remainder of the term of this Lease. To the extent allowed by law,Tenant and Landlord hereby waive any and all right to a trial by jury in any suit or suits brought to enforce any provisions of this Lease or arising out of or concerning any provisions of this Lease. Landlord shall not be charged with default in any of its obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty(30)days(or such additional time as is reasonably required to correct any such default),after receipt or refusal of written notice to Landlord by Tenant,describing such failure. If Landlord fails to pay any amount due or perform any other obligation under this Lease for more than thirty(30)days(or such additional time as is reasonably needed to correct any such default)after Tenant notifies Landlord of the nonpayment or nonperformance,Tenant, as its only remedies,may exercise any one or more of the following remedies: (a) Tenant may cure the default and bill Landlord for the cost; (b) Tenant may recover from Landlord any damages (excluding consequential) resulting from Landlord's default;or (c) sue for injunctive relief and/or specific performance. 34. CUMULATIVE RIGHTS. Except as specifically set forth herein, the rights, options, elections and remedies of Landlord and Tenant contained in this Lease shall be cumulative and may be exercised on one or more occasions;and none of them shall be construed as excluding any other or additional right,priority, or remedy allowed or provided by law. 35. SUBORDINATION. Landlord may assign its rights under this Lease as security to the holders of one or more mortgages(which term shall include a mortgage,deed of trust,or other encumbrance)now or hereafter in force against the Premises or the Development. This Lease and Tenant's rights hereunder are hereby made expressly subordinate to the lien of one or more mortgages(which term shall include a mortgage,deed of trust,or other encumbrance)now or hereafter in force against the Premises or the Development and to all advances made or hereafter to be made upon the security thereof. Tenant agrees to execute such subordination agreements within ten(10)days after Landlord's written request,provided such agreement(s)provides Tenant with reasonable rights of non-disturbance; provided, any failure of Tenant to execute such subordination agreements shall not abrogate the subordination of this Lease as described in this paragraph. Upon the execution of this Lease,Landlord shall request its existing mortgage lender(if any)provide Tenant with the lender's standard form of subordination, non-disturbance and attornment agreement; and shall provide its reasonable cooperation (at no DOCS/1262240.2 10 R E C E t\r34EW additional cost to Landlord)to assist to finalizing the same for execution by and among Tenant,Len i ana gaisting mortgage lender. NEBRASfCq I 36. ESTOPPEL CERTIFICATES. Tenant,from time to time upon written ' Q� old br�sac?td execute,acknowledge and deliver to Landlord within ten(10)days after receipt of such written r quest> rtR48&S@trMON satisfactory to Landlord,a written statement certifying that Tenant has accepted the Premises,that this Lease is unmodified and in full force and effect(or,if there have been modifications,that this Lease is in full force and effect as modified,setting forth the modifications),that Landlord has performed all of its,obligations under this Lease and is not in default under this Lease,and such additional facts as reasonably may be required by Landlord. Tenant understands and agrees that any such statement delivered pursuant to this paragraph may be relied upon by any prospective purchaser of the Premises, any mortgagee or prospective mortgagee of the Premises,and their respective successors and assigns. Tenant's failure to comply with this paragraph shall at Landlord's option constitute an event of default under this Lease. 37. HANDLING CHARGE. Tenant shall pay to Landlord on demand a handling charge equal to the charge imposed by Landlord's bank for any check given to Landlord by Tenant for payment of any sums due hereunder which is dishonored by Tenant's bank for any reason. 38. MANNER AND PLACE OF PAYMENTS. All payments of rent and any other sums payable by Tenant to Landlord under this Lease shall be made by Tenant to Landlord without demand,deduction,or set-off at the address set forth as a Fundamental Lease Provision in paragraph 1(b)or at such other place as Landlord from time to time may designate in writing. 39. DELINQUENT PAYMENTS. If any rent or other sums payable by Tenant under this Lease are not paid within five(5)days after such rent or other sums are due,then such unpaid rent or other sums shall bear interest at the lesser of(a)the rate of twelve percent(12%)per annum,or(b)the highest rate per annum permitted to be contracted for by natural persons under the laws of the State in which the Premises are located, from their respective due dates until paid,which interest shall be due and payable immediately. If Landlord engages an attorney or collection agency to collect any delinquent payment from Tenant or to enforce the performance by Tenant of any other obligation of Tenant which is delinquent under this Lease,then Tenant also shall be liable for and shall pay to Landlord,on demand,an amount equal to the attorney fees, court costs and other collection expenses incurred by Landlord with respect to the collection of such delinquent payment or the enforcement of such delinquent performance,whether or not suit is filed against Tenant for such purpose. If Tenant is late for three(3)or more consecutive months in making any of its payments of rent due under this Lease,then Landlord,in addition to Landlord's other rights and remedies under this Lease,thereafter shall have the right to require Tenant to make all rent payments under this Lease quarterly in advance rather than monthly in advance. In addition,if any rents or other sums payable by Tenant under this Lease are not paid within five(5)days after the date when due,then Tenant shall also pay to Landlord a late payment service charge equal to five percent(5%)of the amount of such delinquent payment.Irrespective of the preceding,providing Tenant is not in default of this Lease,the late service charge will be waived once annually providing Tenant pays all sums due within three(3)days of receipt of written notice from Landlord. 40. LANDLORD'S RIGHT TO CURE. Landlord may,but shall not be obligated to,cure any default by Tenant in the performance of any of Tenant's obligations under this Lease,including but not limited to Tenant's failure to pay any taxes,obtain any insurance,make any repairs,or satisfy any lien claims;in the event that Landlord elects to so cure any default by Tenant, then all costs and expenses paid by Landlord in so curing such default, including but not limited to reasonable attorney fees,shall be deemed to be additional rent due immediately after such payment by Landlord,together with interest thereon(except in the case of such attorney fees)at the rate provided for in paragraph 39 from the date of such payment by Landlord to the date of repayment by Tenant to Landlord. 41. SECURITY DEPOSIT. Tenant shall deposit with Landlord as a security deposit under this Lease the amount set forth as a Fundamental Lease Provision in paragraph 1(p). Such security deposit shall be held by Landlord, without interest, as security for the faithful performance by Tenant of all the terms of this Lease to be observed and performed by Tenant. If any rent or other sum payable by Tenant to Landlord is overdue and unpaid,or if Landlord makes any payments on behalf of Tenant, or if Tenant fails to perform any of the terms of this Lease,then Landlord may,at its option and without prejudice to any other remedy which Landlord may have on account thereof appropriate and apply such deposit or so much thereof as may be necessary toward the payment of the rent or other sum due Landlord by reason of such breach on the part of Tenant or toward the performance of any other overdue obligation of Tenant under this Lease; and Tenant forthwith upon demand by Landlord shall restore such deposit to its original amount. If Tenant complies with all of the terms of this Lease,then such deposit(or the portion thereof not applied by Landlord to cure a default by Tenant)shall be returned to Tenant at the end of the term of this Lease. In the event of bankruptcy or other creditor proceedings against Tenant,such security deposit shall be deemed to be applied first to the payment of rent and other sums due Landlord for periods prior to the commencement of such proceedings. Landlord may deliver such security deposit to the purchaser of Landlord's interest in the Premises in the event that such interest is sold,and thereupon Landlord shall be discharged from any further liability with respect to such deposit. 42. NO PERSONAL LIABILITY. Notwithstanding any other provision of this Lease,Tenant agrees that it will look solely to the equity,estate and property of Landlord in the land,building(s)and improvement(s)comprising the Development (subject to prior rights of the holder of any mortgage or deed of trust thereon) for the collection of any judgment requiring the payment of money by Landlord;and Tenant understands and agrees that no other assets of Landlord shall be subject to levy,execution,or other process for the satisfaction of any such judgment or for the enforcement of any rights or remedies of Tenant. 43. SALE OR UNDERLYING LEASE. In the event of a sale or transfer of all or any portion of the Development or any undivided interest therein,or in the event of the making by Landlord of an underlying lease of all or substantially all of the Development, or in the event of an assignment or transfer of the leasehold estate under any such underlying lease, the respective grantor, transferor, landlord or assignor, as the case may be,thereafter shall be entirely relieved of all obligations to be performed by Landlord under this Lease to the extent of the interest in or portion of the Development so sold,transferred or leased. Notwithstanding the foregoing provisions of this paragraph,the grantor,trans- feror,landlord or assignor,as the case may be,referred to in this paragraph shall not be relieved of any liability to Tenant arising or occurring prior to the sale,transfer,or lease referred to in this paragraph. DOCS/1262240.2 11 JUN 2 3 2014 44. CONTINUOUS OCCUPANCY. Tenant agrees continuously throughout the teMB �e�c�j the Premises and to conduct its business therefrom during all normal business hours, eep tale Pt TTI� J 1Of�1 untenantable by reason of the occurrence of any damage thereto or the destruction thereof; with the preceding provisions of this sentence shall constitute a default under this Lease. 45. DELAYS IN PERFORMANCE. The performance by Landlord and Tenant of any of their respective obligations or undertakings provided for in this Lease(except the payment of rent or any other sums of money payable by Tenant under this Lease)shall be excused and no default shall be deemed to exist in the event and so long as the performance of any such obligation or undertaking is prevented,delayed,retarded,or hindered by any act of nature,weather conditions, fire,earthquake,flood,explosion,war,riot,failure of transportation,strikes,lockouts,action of labor unions,condemnation, laws, orders pf government or civil or military authorities, inability to procure labor, equipment, facilities, materials or supplies in the open market,or any other cause beyond the reasonable control of Landlord or Tenant,as the case may be. 46. HOLDOVER In the event that Landlord permits Tenant to remain in possession of the Premises after the expiration or termination of this Lease,then Tenant shall be deemed to be occupying the Premises as a Tenant at will,subject to all of the conditions,provisions and obligations of this Lease,but without any rights to extend the term of this Lease; provided,that the Minimum Rent payable by Tenant during any such period of holdover shall be computed at the rate of one hundred twenty-five percent (125%) of the Minimum Rent payable by Tenant during the year most recently ended. Landlord's acceptance of rent from Tenant in such event shall not alter the status of Tenant as a tenant at will whose occupancy of the Premises may be terminated by Landlord. 47. WAIVERS. One or more waivers by Landlord or Tenant of a breach of any covenant or condition by the other of them shall not be construed as a waiver of a subsequent breach of the same covenant or condition,and the consent or approval by Landlord or Tenant to or of any act by either requiring the other's consent or approval shall not be deemed to waive or render unnecessary either party's consent to or approval of any subsequent similar act by the other party. No waiver or consent of either party shall be binding unless in writing, and Landlord's acceptance of rent with knowledge of the existence of any breach of this Lease by Tenant shall not constitute a waiver of such breach. 48. NOTICES. Whenever under this Lease a provision is made for notice of any kind,such notice and the service thereof shall be deemed sufficient if such notice to Tenant is in writing addressed to Tenant at the address set forth as a Fundamental Lease Provision in paragraph 1(d)and is delivered personally or sent by overnight express delivery or by United States certified mail, return receipt requested, with postage prepaid and if such notice to Landlord is in writing addressed to Landlord at the address set forth as a Fundamental Lease Provision in paragraph 1(b)and is delivered personally or sent by overnight express delivery or by United States certified mail,return receipt requested,with postage prepaid. Either party may by notice to the other party change the address at which it wishes to receive any notice given under this Lease. 49. RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall be deemed or construed by Landlord or Tenant,or by any third party,to create the relationship of principal and agent or of partnership or of joint venture between Landlord and Tenant. 50. BINDING AGREEMENT. All rights and liabilities given to or imposed upon Landlord or Tenant in this Lease shall extend to and bind their respective heirs, executors, administrators, personal representatives, successors and assigns. No rights,however,shall inure to the benefit of any assigns of Tenant unless the assignment thereof to such assignee has been approved in writing by Landlord. 51. SURRENDER. Upon the expiration or termination of this Lease,Tenant agrees forthwith to surrender to Landlord possession of the Premises and the fixtures and equipment constituting a part thereof with all keys thereto. 52. NUMBER AND GENDER. Where the context of this Lease requires,singular words shall be read as if plural,plural words shall be read as if singular and words of neutral gender shall be read as if masculine or feminine. 53. BROKERS. Tenant warrants that it had no dealings with any broker or agent in connection with the negotiation or execution of this Lease other than Colliers International, Omaha, NE; and Tenant agrees to indemnify Landlord against and to hold Landlord harmless from any expense or liability for commissions or other compensation or charges claimed by any other broker or agent with respect to this Lease. 54. TIME OF ESSENCE. Time is of the essence of this Lease,and all provisions of this Lease relating to the time of performance of any obligation under this Lease shall be strictly construed. 55. SEVERABILITY. If any provision of this Lease shall be declared legally invalid or unenforceable,then the remaining provisions of this Lease nevertheless shall continue in full force and effect and shall be enforceable to the fullest extent permitted by law. 56. PARAGRAPH TITLES. The titles of the various paragraphs of this Lease have been inserted merely as a matter of convenience and for reference only and shall not be deemed in any manner to affect the meaning or construction of the language contained in the body of such paragraphs. 57. MULTIPLE COUNTERPARTS. This Lease may be executed in multiple counterparts,each of which shall be deemed to bean original for all purposes. 58. DEFINITIONS. Except as otherwise expressly stated in this Lease,the"term"of this Lease shall include the original term and any additional period as to which this Lease may be extended,and references to this "Lease"shall include this document and any properly executed amendment thereof or supplement thereto. 59. GOVERNING LAW. This Lease shall be governed by and construed in accordance with the laws of the State in which the Premises are located. DOCS/I262240.2 12 W0432321.02 60. ENTIRE AGREEMENT. Landlord and Tenant hereby agree that this document contains the entire agreement between them and that there are no other agreements,written or verbal,between them pertaining to the Premises or the subject matter hereof. This Lease may not be amended or supplemented orally but only by an agreement in writing which has been signed by the party against whom enforcement of any such amendment or supplement is sought. 61. TENANT ALLOWANCE. Provided no event of default exists under the Lease,Landlord shall make a contribution("Allowance") in the amount of the actual cost of the Tenant's initial improvements to the Premises,not to exceed ($50.00 per square foot)for application(to the extent thereof)to the actual cost of Tenant's initial improvements. Any space plans created by Landlord for the Premises shall be paid by Landlord,and from not the Allowance. If the cost of Tenant's initial improvements exceeds the Allowance, Tenant shall have the sole responsibility for the payment of such excess cost. In no event will Landlord be required to fund the cost of Tenant's initial improvements in excess of the Allowance or fund the Allowance to the extent the Allowance exceeds the actual cost of the Tenant's initial improvements. The Allowance shall be paid upon Tenant's opening for business within the Premises and the last to occur of the following: (i)the completion of the Tenant's initial improvements in accordance with the lease,(ii)Landlord's receipt of copies of all paid invoices for the Tenant's initial improvements evidencing the total amount actually expended by Tenant in connection therewith,(iii)Landlord's receipt of releases of all liens and notices of liens and/or affidavits from all of Tenant's contractors and any other parties performing labor and supplying materials or services in connection with the Tenant's initial improvements,evidencing payment in full and in such form as may be reasonably required by Landlord,and(iv)the issuance of a permanent certificate of occupancy,if applicable,for the Premises. 62. RETAIL MERCHANTS ASSOCIATION. Tenant acknowledges that covenants imposed or to be imposed upon the Zone, or specified portions thereof, may provide for one or more retail merchant associations and, if applicable to the Premises, Tenant agrees to become a member thereof and abide by the terms and provisions of such association(s). Landlord acknowledges that as of the date of this Lease:(a)there are no retail merchant associations by which Tenant will become part of upon execution of this Lease,and(b)no tenant assessments are due and payable by Tenant. 63. FINANCIAL REPORT. Tenant will(a)by the 60th day following the end of each calendar year,furnish Tenant's most recent audited financial statement(s)(including any notes to them)to Landlord and the holder of any fast mortgage or deed of trust lien on the Development("Lender")or,if no such audited statements have been prepared,such other financial statements(and notes to them)as may have been prepared by an independent certified public accountant or, failing those, Tenant's internally prepared, in accordance with the income-tax basis of accounting, consistently applied, financial statements,and(b)answer any questions raised by Landlord or Lender with respect to such financial statements, within twenty(20)days following written notice. Tenant shall pay to Landlord, on demand,a late report charge of Fifty • Dollars($50.00)for each month beyond the due date that such statements are late. 64. CONFIDENTIALITY. It is agreed and understood that Landlord and Tenant may acknowledge only the existence of this Lease by and between Landlord and Tenant,and Landlord and Tenant may not disclose any of the terms and provisions contained in this Lease to the general public,any unrelated third party,tenant or occupant in the Development or to any agent,employee,subtenant or assignee of such tenant or occupant,but that Landlord and Tenant may disclose such terms to its lenders, attorneys,accountants/auditors,and other fiduciaries as long as they have agreed to honor the same confidentiality obligations as required herein. Landlord agrees and acknowledges that no Tenant financial information delivered to Landlord in connection with and pursuant to this Lease shall be shared or disclosed to the general public,any unrelated third party,tenant or occupant in the Development or to any agent,employee,subtenant or assignee of such tenant or occupant. Landlord shall further be entitled to disclose the basic financial terms of this Lease to appraisers and to relevant taxing authorities as necessary to support arguments regarding the valuation of the Development. The parties acknowledge that any breach of the agreements set forth in this paragraph 64 shall cause the other party irreparable harm. 65. EXHIBITS. The following Exhibits are an integral part of this Lease and have been attached to this Lease prior to its execution: A -- Site plan depicting the Premises B — Site plan depicting the Development 11��°E1UE® C -- Description of Landlord's Work and Tenant's Work D -- Rules and Regulations E — Additional Provisions 20I4 F - Form of Architect Agreement JUN 2 3 NEBRASKA LIQUOR CONTROL COMMISSION DOCS!I262240.2 13 W0432321.02 IN WITNESS WHEREOF,Landlord and Tenant have executed this Lease the day and year first above written. LANDLORD: TENANT: NODDLE AV3, L.L.C.; a Nebraska Limited Liability WINEVENTURE,INC.,a Nebraska Corporation Company By 14 :L Title: l st J RECEIVED • SUN 2 3 2014 • NEBRASKA LIQUOR CONTROL COMMISSION DOCS/1262240.2 14 W0432321.02 EXHIBIT"A" PREMISES SITE PLAN .:_.: i RECEIVED . JUN 2 3 2014 I I �, N1:BRASKA LIQUOR tI,,,,,, �; , 1 I r I COI`TROL COMMISSION 11 u■ •-{. r- ++ 11■ , l it � � I' ; _. • �,.� t 1 yqp yqQ CD' �;i , .... r fir` `\i `ItDjg, I_.,. a I 'a' 'a' 'vyd I -_ �O jil „. I _ k- 4- • _• --,-- mllllilll r� ,1 , U ■111llllllme !� 1� i•- ---i ;�I •;, ;191 Fill l 1 I�} l it r_ _.. `. - •.• ' • } I.I . ,-.-- ..-- \- vkii,--„,:j .,„' \ i I , E� �a DOCS/1262240.2 15 W0432321.02 RECEIVED EXHIBIT'B" ZONE SITE PLAN JUN 2 3 2014 NEBRASKA LIQUOR CONTROL COMMISSION hirle Street ` °" 00 1 pi ai — —111. i 111 (NI F ) DLR Building 1 C i ill l` ly, i_ r, Pia cos, jllO..JHllIHIIIIfl1 o I i[10/ il�/0 %r l �� I l i l l l l l l l l l l l l l l l l a III �:`. I i tIu T _ --I L- __ ;II • J r';� 1r J[_fi- I Parking Garage -0 g j gII) ar ig. .. ,0 , _ is.) a ' llf 1 N.. *\ 4 �,. .` .ti 2,� . 1.LI.I.I.I-i-I-I-m'L 1;1 r Do Ilik #4yrri . srl . -le , , ,.._...111... ....AINFM1),,,„, rl III # . qvs 111 .'1 riil Stinson Park % ��M - 6464 Center 1111 Rill �i�� I • mil' , 111 1. '` -G iy�ariTa 17....mi:io.� �� ��i fir. ter Street- 1- �—� DOCS/1262240.2 16 NEBRAEXHIBIT"C" JUNSKA 2 3LIQ 20f4 LANDLORD'S WORK AND TENANTS WORK CO LIQUOR The following work("Landlord's Work")shall be performed by Landlord at Landlord's sole expense: NTROL COMMISSION This Exhibit is subject to and shall be supplemented by the Design Criteria(defined below)for the Development.All terms used in this Exhibit but not defined in this Exhibit shall have the meanings provided for them in the body of the Lease. SECTION I. LANDLORD'S WORK Tenant is directed to refer to Design Criteria and Lease Outline Documents for specific conditions. The following work ("Landlord's Work")shall be performed by Landlord at Landlord's sole expense: (a) Initial production of Space Plan for the Improvements, as described in that certain Work Letter incorporated below,consistent with the Phase I Total on the HDR Architecture spreadsheet dated February 24,2014. (b) A basic structure for the Premises,of Type IIB construction,2006 IBC,including the following,building foundations,structural steel,roof structure,and roof assembly or structured floor above,all concrete slab work, which concrete shall be clean, level and ready for tenant's flooring installation, and trash area relocation work, including all concrete work associated with such relocation. Tenant is responsible for minor floor prep. Special flooring requirements must be discussed prior to lease execution. (c) Doors: Landlord,utilizing the existing west patio doors, shall provide an electronic double door entry system on the 67th Street side of the building,new storefront,electronic entry door system on the rear entry and infill of existing trash garage door(Landlord expense capped at $18,500 for all mid-block related storefront work),metal door from storage room,and a single glass door to the new outdoor area on the east side of the building. (d) Demising Walls: Gypsum board taped,sanded and ready for Tenant's finishing covering fire taped only from the finished floor to deck above according to code to meet Tenant's use. Insulation and poly vapor barrier provided between demising walls.Demising Wall shall be built to extend from the fmished floors to the deck. (e) Mechanical i. HVAC Egninment: Landlord shall provide all base building mechanical systems for Tenant to tie it's system to as well as all existing mechanical systems within the Premises. Tenant Responsible for all modifications to the existing system. ii. Gas Piping: The Landlord shall provide existing gas service.Gas service to the Premises shall be individually metered. Tenant shall pay and arrange for the installation of the gas meter for the Premises. iii. Water Piping: The Landlord shall provide existing water service as is which is adequate for the use contemplated in the Space Plan based on the information provide by Tenant to Landlord. iv. Waste and Vent Piping: The Landlord shall provide sanitary waste piping for Tenant connection in the Premises. The Landlord shall also provide vent piping routed overhead for connection of the Tenant's plumbing vents. The waste and vent is adequate for the use contemplated in the Space Plan based on the information provide by Tenant to Landlord. v. Grease Sanitary: A common grease interceptor exists and connections are currently stubbed into the tenant space and is adequate for the use contemplated in the Space Plan based on the information provide by Tenant to Landlord. vi. Restrooms: Landlord shall provide two (2) finished restrooms sized to be ADA and code compliant. Landlord's expenses for restroom construction shall be capped at$20,000 including plumbing,mechanical,electrical,finishes and accessories. vii. Adjacent Tenant Piping: Electrical,gas,waste,vent,and water piping serving the office space located above the Premises will be located within the Premises. viii. Fire Protection: Landlord shall provide existing main supply and branch sprinkler lines as-is. Modifications of the existing system to meet the tenants use and layout will be the responsibility of the tenant. (f) Electrical: i. Tele/Comm: Landlord shall furnish a designated connection point on a tele/coaun distribution backboard located in the Landlord's Communication Room(CR). The Landlord shall install an empty two inch(2")conduit from the Landlord's CR to a point within the Premises for Tenant's tele/comet service. ii. Electric Service: Landlord shall provide 120/208 volt 3-phase electrical feeder to the space, A surface mounted panel board will be mounted to interior side of the exterior wall sized at a capacity of 400 amps,Tenant's service is sub-metered. DOCS/1262240.2 17 RECE1 'ey.02 (g) Ceiling/Lighting: Landlord shall remove existing ceiling per Tenant's constructioti1ar?aid Mvide an allowance equal to$2.00 per usable square foot for tenant's selected ceiling,and lighting system. Ceiling grid,tile pads,electrical rough-ins and lighting to be supplied and installed b �� i At nti cook (h) Fire Alarm: Landlord shall furnish a central building fire alarm system�with expansion caplionnolo i'es�GN Tenant. Tenant shall provide all necessary devices for their space and tie-in to the central building system. Some core and shell devices may exist within the Premises at turn-over. Tenant shall relocate existing devices as needed and provide additional devices as necessary to accommodate Tenant's design. (i) Mezzanine: Landlord shall allow tenant to design and install a mezzanine space within the Premises which not increase the rentable square footage of the Premises.as described herein. The cost of such space shall be funded as part of the Allowance. (j) Building Permit:Building Permit Fee for Landlord's work and any interior tenant improvements shall be paid for using the Allowance. (k) Landlord shall undertake the planning for and construction of(1)parking stalls that will be adjacent to the Premises,and(2)certain"drive-up"parking stalls for the exclusive use of Tenant and Tenants customers. (1) Landlord shall provide Consultation on Design and Construction Coordination at a fee of 4%of the total Cost of the Improvements("Landlords Coordination Fee"). This fee may be funded from the Allowance. All further improvements to the Premises ("Tenant's Work") shall be performed by Tenant(see "Work Letter" defined immediately below)at Tenant's sole expense(subject to reimbursement to the extent of the Allowance)in accordance with the following: (1) Landlord's Approval: Tenant shall submit to Landlord, for Landlord's approval, architecturally stamped plans for Tenant's Work at least thirty(30)days prior to Tenant's intended start date. Landlord shall not unreasonably withhold its approval;provided,Landlord,in its sole discretion,may withhold its approval if Tenant's Work(i)exceeds or adversely affects the structural integrity of the Development,or any part of the heating,ventilating,air conditioning,plumbing,mechanical,electrical,communication or other systems of the Development;(ii)is not approved by the holder of any mortgage or deed of trust encumbering the Development having a right of approval at the time the work is proposed;(iii)would not be approved by a prudent owner of property similar to the Development; (iv) violates any agreement which affects the Development or binds Landlord; (v) will increase the cost of operation or maintenance of any of the systems of the Development;(vi)will reduce the market value of the Premises or the Development at the end of the term; or (vii) does not conform to applicable building codes or is not approved by any governmental,quasi-governmental or utility authority with jurisdiction over the Premises. (2) Construction by Tenant: Following Landlord's approval of the plans for Tenant's Work, Tenant shall undertake Tenant's Work in accordance with the approved plans, subject to the following terms and conditions: (i) All contractors and subcontractors selected by Tenant shall be subject to the prior written approval of Landlord,which approval shall not be unreasonably withheld. (ii) All contractors and subcontractors selected by Tenant shall,in Landlord's reasonable opinion,be able to work in harmony with each other and those of Landlord so as to establish good labor relationships,compliance with labor agreements,and completion of Landlord's Work. (iii) Tenant shall be responsible for the costs of obtaining all necessary governmental approvals and building permits. Tenant shall provide Landlord with copies of all necessary governmental approvals and building permits relating to the Tenant Work prior to the commencement of the Tenant's Work. (iv) No changes,modifications,alterations or additions to the approved plans shall be made without the prior written consent of Landlord,and then only in accordance with paragraph(1)above. (v) Tenant's Work shall be commenced within a reasonable time after receipt of the necessary governmental authorities and building permits and thereafter diligently pursued to completion;all construction shall conform with the approved plans and Landlord may periodically inspect such construction for compliance. (vi) Tenant's Work shall be coordinated under Landlord's direction with Landlord's Work and other work being performed by Landlord(including for or by other tenants in the Development)so that such construction will not interfere with or delay the completion of any other construction work respecting the Development. (vii) Tenant's Work shall be performed in a first class and workman-like manner in conformity with the approved plans and shall be in good and usable condition on the date of completion. (viii) Each contractor and subcontractor selected by Tenant shall be required to obtain prior written approval from Landlord for use of any space outside the Premises which such contractor or subcontractor desires to use for storage,handling and moving of materials and equipment,as well as for the location of any facilities for its personnel. (ix) All contractors and subcontractors selected by Tenant shall be required to remove from the • Premises and dispose of,at least once a week or more frequently as Landlord may direct,all debris DOCS/1262240.2 18 W0432321.02 and rubbish caused by or resulting from such construction. Upon completion of Tenant's Work, such contractors and subcontractors shall remove all surplus materials, debris and rubbish of whatever kind remaining within the Development which has been brought in or created by such contractors and subcontractors and in the event any contractor or subcontractor shall neglect, refuse or fail to remove any such debris,rubbish or surplus material within two days after written notice from Landlord to Tenant,Landlord may cause the same to be removed by contractor or otherwise as Landlord may determine expedient and the cost thereof shall be paid by Tenant. (x) Landlord shall have the right to require Tenant or its contractors or subcontractors to furnish bonds,escrows,letters of credit or other security in form and amount reasonably satisfactory to Landlord for the prompt and faithful payment and performance of Tenant's Work. (xi) Tenant shall conduct its labor relations and so as to avoid strikes,picketing and boycotts 4 on or about the Premises or the Development. If picket lines,boycotts or other visible activities objec- tionable to Landlord are established, conducted or carried out against Tenant, its agents, contractors,subcontractors or suppliers in or about the Premises or the Development,Tenant shall immediately close the Premises and remove or cause to be removed all such agents,contractors, subcontractors and suppliers until the dispute has been settled. (xii) All contractors and subcontractors selected by Tenant shall carry workers'compensation insurance and public liability insurance, including property damage, with limits and in form and with companies as is required to be carried by Tenant under the Lease,and such policy shall insure Landlord and Tenant,as additional insureds. (xiii) Tenant shall require that Tenant's Work shall comply in all respects with federal,state, county, city or other local laws,codes,ordinances and regulations,applicable standards of the National Board of Fire Underwriters and National Electric Code and building material manufacturers' specifications. (xiv) Each contractor,subcontractor and supplier elected by Tenant participating in Tenant's Work shall guarantee that the portion thereof for which it is responsible shall be free from any defects and workmanship and materials for a period of not less than one year from the date of completion thereof and all such warranties or guarantees shall inure to the benefit of Landlord and Tenant as their respective interests may appear. RECEIVED JUN232014 NEBRASKA LIQUOR CONTROL COMMISSION DOCS/1262240.2 19 W0432321.02 WORK LETTER A. This Work Letter is attached to and forms a part of that certain Aksarben Village Retail Lease(the"Lease") between Landlord and Tenant. B. Tenant and Landlord desire that certain initial improvements to the Premises be made upon the terms and conditions contained in this Work Letter. 1. Certain Definitions. The following terms are hereby defined: RECEIVED (a) Tenant's Representative: Laurie E.Wolford (b) Landlord's Representative: Zac Gemar. SUN 2 3 2014 (c) Tenant Finish Allowance: $50.00 per square foot of Rentable Area of thefEMASKA LIQUOR (d) Programming Information: Information provided by Tenant includrgQNTtf�a tire- SION business, manner of operation, number and types of rooms, special equipment and functional requirements, anticipated growth, interactions among groups, any other programming requirements that Tenant may have and all other information necessary for Landlord's architect to • prepare the Space Plan. (e) Programming Information Submission Date: Not later than ten(10)days after receipt by Tenant • of written request from Landlord. (t) Space Plan: A drawing of the Premises showing the layout and relationship of all departments and offices, depicting partitions, door locations and types of electrical/data/telephone outlets and delineation of furniture and equipment,such Space Plan to be approved in writing by Landlord and Tenant. (g) Working Drawings: Construction documents detailing the Improvements and conforming to all applicable laws and building codes, and containing construction project timelines,such Working Drawings to be complete in form and content and containing sufficient information and detail to allow for competitive bidding or negotiated pricing by contractor(s) selected and engaged or approved by Landlord, such construction documents to be approved in writing by Landlord and Tenant. (h) Tenant Cost Proposal: The final estimate of the Cost of the Improvements that are depicted on the Working Drawings, including all architectural, engineering, contract and any other costs, plus Landlord's Coordination Fee,and clearly indicating the dollar amount,if any,that is to be paid by Tenant pursuant to paragraph 7 below as approved by the parties in accordance with the procedures set forth in paragraph 6 below. (i) Approved Cost: The sum of the Tenant Finish Allowance and any additional amount that Tenant must pay for the Improvements. (j) Improvements: All of the initial fixtures and improvements to the Premises, including the development of Space Plans and Working Drawings including supporting engineering studies i.e. structural design or analysis, lighting or acoustical evaluations, or others as determined by Landlord's architect),and all construction work necessary to augment the Base Building creating the details and partitioning shown on the Space Plan(which work will create finished ceilings, walls and floor surfaces as well as complete HVAC,lighting,electrical,communications and fire protection systems). The Improvements do NOT include the Base Building. (k) Cost of the Improvements: The total cost of the Improvements,including,but not limited to,the following: (i) all architectural,engineering and interior design fees and expenses attributable to the Improvements(and not the Base Building),including the cost of all Space Plans and the Working Drawings, (ii) all contractor and construction manager costs and fees,and (iii) all permits and taxes. (I) Change Order: Any change, modification or addition made to the Space Plan or Working Drawings after Tenant has approved the same. (m) Base Building: The Building structure, envelope and base building systems containing and serving the Premises. (n) Building Standard: Component elements utilized in the design and construction of the Building and the Improvements determined and selected by Landlord to ensure uniformity of quality, function and appearance throughout the Building or designated portions of the Building; these elements are outlined in the Design and Construction Standard provided by Landlord. DOCSl1262240.2 20 W0432321.02 (o) Tenant Finish Standard: Component elements utilized in the design and construction of the Building and the Improvements as depicted on Schedule IV attached to this Work Letter. 2. Representatives. Landlord appoints Landlord's Representative to act for Landlord in all matters associated with this Work Letter. Tenant appoints Tenant's Representative to act for Tenant in all matters associated with this Work Letter. All inquiries,requests,instructions,authorizations and other communications with respect to the matters covered by this Work Letter will be made to Landlord's Representative or Tenant's Representative,as the case may be. Tenant will not make any unreasonable inquiries of or requests to,and will not give any instructions or authorizations to,any employee or agent of Landlord including, without limitation, Landlord's architect,engineers and contractors or any of their agents or employees, with regard to matters associated with this Work Letter without the prior written consent of Landlord's Representative. Either party may change its Representative under this Work Letter at any time by providing three (3) business days prior written notice to the other party. 3. Proiect Desien and Construction. AOI Corporation will serve as general contractor for the Project, Marlys Bishop will serve as the interior designer,HDR Architecture will serve as the Base Building architect and HDR Architecture will serve as Tenant's architect and designer for the Improvements. Any change in these ositions must be acceptable to Landlord and Tenant. All other work will be performed by designers and contractors Rtslitg[ikttfiE 'Si e approved by Landlord. 4. Cost Responsibilities. J U N 2 3 2014 (a) Landlord will pay for the cost of the Landlord's Work. NEB RASKA LIQUOR (b) Tenant will pay for the Cost of the Tenant's Work,which shall include but i^s p ljrnnp�b:COM MISS IO N (i) Design costs including,Programming Information,coordination of Space Plan, and preparation of design development,schematic and Working Drawings,except as described in Landlord's Work; in furtherance of the same, Landlord, on Tenant's behalf,will enter into an agreement with HDR Architecture in substantially the form as attached hereto as Exhibit"F", calling for a maximum fee of$51,357,and subject to the terms provided therein, (ii) Tenant-initiated changes to the Space Plan or Working Drawings after Tenant's approval, (iii) Tenant-initiated Change Orders,modifications or additions to the Improvements after Tenant's approval of the Working Drawings, (iv) the Cost of Tenant's Work in excess of the Tenant Finish Allowance that are not otherwise included in(i)through(iii)immediately above. 5. Landlord's Approval. Landlord, in its discretion, may reasonably withhold its approval of any Space Plan,Working Drawings or Change Order that: (a) exceeds or adversely affects the structural integrity of the Building,or any part of the heating, ventilating,air conditioning,plumbing,mechanical,electrical,communication or other systems of the Building; (b) is not approved by the holder of any mortgage or deed of trust encumbering the Building at the time the work is proposed(if the holder has such right); (c) would not be approved by a prudent owner of property similar to the Building; (d) violates any agreement which affects the Building or binds the Landlord; (e) Landlord reasonably believes will materially increase the cost of operation or maintenance of any of the systems of the Building; (f) Landlord reasonably believes will reduce the market value of the Premises or the Building at the end of the Term;or (g) does not conform to applicable building codes or is not approved by any governmental,quasi- governmental or utility authority with jurisdiction over the Premises. (h) Does not conform to Landlord's Design and Construction Standards. 6. Schedule of Improvement Activities. Tenant will cooperate with and submit to Landlord the Programming Information for use by Landlord's Architect, Immediately upon Lease Execution. Landlord's architect will expeditiously prepare a Space Plan and forward it to Tenant. Tenant will give Landlord written notice whether or not it approves the proposed Space Plan within ten(10)days after its receipt. If Tenant's notice objects to the proposed Space Plan, the notice will set forth how the proposed Space Plan must be changed in order to overcome Tenant's objections. Thereafter, Landlord's architect will resubmit a revised Space Plan to Tenant and it will be treated as though it was the first proposed Space Plan prepared pursuant to this paragraph. (a) After Tenant's approval of the Space Plan(the"Final Space Plan"),Landlord will promptly cause to be prepared a preliminary estimate of the cost of the Improvements as set forth in the Final Space Plan(the"Estimated Construction Cost"). If the Estimated Construction Cost is less than the Tenant Finish Allowance,the Estimated Construction Cost will be deemed approved without a DOCS/1262240.2 21 -- - W0432321.02 JUN232014 required response from the Tenant. If the Estimated Construction Cost is Net..':1 gie-aae.:1,t) Finish Allowance,Landlord will so notify Tenant in writing and Ten anhld . ,f.0 t. OR the Approved Cost acceptable to Tenant and agree to either: "'KC-COMMISSION (i) pay the amount by which the Estimated Construction Cost exceeds the Tenant Finish Allowance,or (ii) have the Final Space Plan revised by Landlord's architect in order to assure that the Estimated Construction Cost is not more than Approved Cost and agree to pay the amount by which the Estimated Construction Cost,as so revised,exceeds the Tenant Finish Allowance. Tenant shall give immediate attention to establishing the Approved Cost and respond to Landlord within five(5)days after receipt of the Estimated Construction Cost. (b) Upon establishment of the Approved Cost,Landlord will cause to be prepared and delivered to Tenant,the Working Drawings,the Construction Schedule and the Tenant Cost Proposal for the Improvements in accordance with the Final Space Plan. If the Tenant Cost Proposal is less than the Approved Cost, Landlord will take steps necessary to commence construction of the Improvements to the Premises. Landlord acknowledges and agrees that Tenant will be granted access to the Premises for purposes of installing Tenant's furniture,fixtures and equipment at least two(2)weeks prior to the Commencement Date,and low voltage wiring at least four(4)weeks prior to the Commencement Date;provided any delays in Landlord's ability to complete its work which are caused by Tenant's installation of its systems shall be deemed to constitute Tenant Delay. If the Tenant Cost Proposal is more than the Approved Cost,Landlord will so notify Tenant in writing and Tenant will either (i)agree in writing to pay the amount by which the Tenant Cost Proposal exceeds the Approved Cost,or(ii)request Landlord to revise the Working Drawings in order to assure that the Tenant Cost Proposal is no more than the Approved Cost. Tenant shall give its immediate attention to the Tenant Cost Proposal approval process and respond to Landlord within five(5)days after receipt of the Tenant Cost Proposal. (c) To the extent the approved Tenant Cost Proposal shall exceed the amount of Tenant Finish Allowance,at Landlord's option,Tenant shall: (i) pay such excess to Landlord to hold,in an interest bearing account with interest thereon accruing to the benefit of Tenant(the"Escrow Fund")and Landlord may draw from the Escrow Fund(pro rata with the Tenant Finish Allowance)during the course of construction of the Improvements,or (ii) provide such collateral (including, without limitation, a letter of credit) as Landlord may deem necessary to assure the performance of Tenant's payment obligations in paragraph 7 below. (d) Following approval of the Working Drawings and the Tenant Cost Proposal by Tenant,Landlord will cause application to be made to the appropriate governmental authorities for necessary approvals and building permits. Upon receipt of the necessary approvals and permits,Landlord will begin construction of the Improvements. 7. Payment by Tenant. The portion of the Tenant Cost Proposal which exceeds the Tenant Finish Allowance shall be payable by Tenant and invoiced periodically as the work proceeds. If Landlord has required an Escrow Fund, Landlord shall withdraw from the Escrow Fund the sum necessary to pay such invoice,or,if Landlord has not required an Escrow Fund,Tenant shall pay such invoice within ten(10)days following delivery of same to Tenant. 8. Change Orders. Tenant may authorize changes to the Improvements during construction,only by written instructions to Landlord's Representative on a form approved by Landlord. All such changes will be subject to Landlord's prior written approval in accordance with paragraph 5. Prior to commencing any change,Landlord will prepare and deliver to Tenant,for Tenant's approval,a Change Order setting forth the total cost of such change which will include associated architectural,engineering,construction contractor costs and fees and completion schedule changes. If Tenant fails to approve such Change Order within ten(10)business days after delivery by Landlord,Landlord will be deemed to have withdrawn the proposed change and Landlord will not proceed to perform the change. Upon Landlord's receipt of Tenant's approval, Landlord will proceed with the change. 9. Tenant Delay. Tenant's obligation for payment of Rent pursuant to the Lease Will commence on the Commencement Date;however,the Commencement Date and the date the payment of Rent begins may be delayed on a day- by-day basis for each day the substantial completion of the Improvements is delayed by Landlord or its contractors or agents. The payment of Rent will not be delayed by a delay of substantial completion due to Tenant("Tenant Delay"). Tenant Delay includes,but is not limited to the following: (a) late submissions of Programming Information, (b) Change Orders requested by Tenant, (c) delays in obtaining non-Tenant Finish Standard construction materials requested by Tenant, (d) Tenant's failure to timely approve any item requiring Tenant's approval,and (e) Tenant's failure to timely respond to Landlord pursuant to paragraph 6. DOCS/1262240.2 22 ' W0432321.02 10. Responsibility. Tenant will be responsible for the design,function and maintenance of all Improvements which are not Building Standard, whether or not approved by.Landlord or installed by Landlord at Tenant's request. Landlord's preparation of Space Plans and Working Drawings shall not constitute any representation or warranty as to the adequacy,efficiency,performance or desirability of the Improvements. 3 NODDLE AV , .C., a Nebraska!' 'e ability company By — Titl : flits d e-,f WINEVEN ,INC. A Nebrask iced lab' ty Company y 010 Title: 5; DOCS/1262240.2 23 R EC E►VED0432321.02 JUN 2 3 2014 EXHIBIT"D" RULES AND REGULATIONS NEBRAS� LIQUOR CONTROL�Ct,,1P914e, Tenant shall require its employees,agents and contractors to comply with the rules and regulations made by'L2tira from time to time regarding the operation of the Development or the Premises including,but not limited to,the following: (a) Unless permitted by the Sign Criteria or otherwise approved by Landlord,which approval will not be unreasonably conditioned,delayed or withheld,Tenant shall not put on the glass and supports of the windows(nor within 24 inches of any window),doors or exterior walls of the Premises any signs,advertising placards,names,insignias,trademarks or descriptive material.No signs or other items shall be placed within the Premises if they materially obstruct a view of the Premises. Tenant shall not place vents,structures, improvements or obstructions on the exterior of the Premises without Landlord's written consent.Landlord shall have the right,without giving notice to Tenant and without liability,to restore the Premises and remove property from the Premises unless the size, type, color, location, copy, nature and display qualities of the property were approved by Landlord in writing. The cost of the restoration and removal of property shall be paid for by Tenant promptly upon receipt of a bill. (b) No awning or other projections shall be attached to the outside walls of the Premises or the Development without the written consent of Landlord. (c) Loading and unloading of goods shall be done only at the times,in the areas and through the entrances designated by Landlord. (d) Garbage shall be kept in the kind of container approved by Landlord's fire and casualty consultants and shall be removed and deposited daily in the manner prescribed from time to time by Landlord. Landlord may provide or designate a service for collection of garbage. (e) Including,but not limited to,radio and television aerial and equipment,nothing shall be erected or placed on the roof or exterior walls of the Premises without the written consent of Landlord. If Landlord's consent is not received,anything erected or placed on the roof may be removed,without notice,and any damage to the walls or roof shall be the responsibility of Tenant. Tenant's access to the roof is limited to the maintenance of equipment installed with Landlord's approval and inspections for damage. Tenant shall not go on the roof without the written approval of Landlord. (f) No loudspeakers,televisions,phonographs,radios,flashing lights,machinery or other devices shall be heard or seen outside of the Premises without the prior written consent of Landlord. (g) No auction,fire,bankruptcy or selling-out sales shall be conducted without the written consent of Landlord. (h) Tenant shall keep its display windows and signs illuminated every day of the Term during its normal business hours, and as further agreed to by Tenant and Landlord. (i) Areas immediately adjoining the Premises shall be kept clear by Tenant, and Tenant shall not place nor permit obstructions,garbage,refuse,improvements,merchandise or displays in those areas.- (j) Tenant and its employees shall not park motor vehicles in parts of the parking area which may be designated as reserved parking. Tenant shall furnish Landlord the state automobile license numbers assigned to the vehicles of Tenant's employees within 5 days after request by Landlord. Tenant shall notify Landlord of changes to the numbers within 5 days after the changes occur. If Tenant or Tenant's employees continue to park in any reserved parking areas,after notice is given to Tenant by Landlord,Landlord may,in addition to any other remedies Landlord may have,charge Tenant$25 per day,for each day or partial day,per vehicle parked in the reserved parking areas,attach violation stickers or notices to the vehicles and have the vehicles removed at Tenant's expense. (k) Tenant shall use the pest extermination contractor that Landlord may choose,and at any reasonable time as required by Landlord. Tenant shall not keep or permit any animals in the Premises,unless expressly allowed by or in this Lease,or unless used by disabled persons. (I) If Landlord installs a central music system in the Development, and Tenant desires to purchase another music system,Tenant may,at Landlord's option,purchase the system from Landlord(provided Landlord's charge is competitive with any similar service available to Tenant). (m) Tenant shall not carry on any trade or occupation or operate any instrument,apparatus or equipment which emits an odor or causes a noise outside the Premises or which is offensive. (n) Tenant shall not put temporary signs or fixtures(including portable trade fixtures,displays and folding tables)for the display of merchandise outside of the Premises,except pursuant to procedures agreed upon by Landlord and Tenant in conjunction with any"fanner's market"or festivals. Merchandise displays shall not extend outside of the Premises. (o) Tenant shall store and stock in the Premises only goods,wares,merchandise and other property necessary for the conduct of Tenant's business. (p) Tenant shall not use or permit the Premises to be used for living,sleeping,residential or lodging purposes. (q) -Tenant shall not use the plumbing for a purpose other than that for which they are constructed. No grease or foreign substance shall be put in the plumbing,and the expense of any resulting breakage,stoppage or damage(whether on or off the Premises)shall be borne by Tenant. (r) Outside the Premises,Tenant shall not: DOCS/I262240.2 24 W0432321.02 (i) vend,peddle or solicit orders for sale or distribution of any merchandise,device,service,periodical,book, pamphlet or other matter,except pursuant to procedures agreed upon by Landlord and Tenant in conjunction with any"farmer's market"or festivals; RECEIVED (ii) exhibit any sign,placard,banner,notice or other written material; (iii) distribute any circular,booklet,handbill,placard or other material; JUN 2 3 2014 (iv) solicit membership in any organization,group or association or contribution; NEBRASKA LIQUOR (v) parade,patrol,picket,demonstrate or engage in conduct that might interfere al3cati OMMISSION Development by any customer, invitee or employee, create a disturbance, attract attention or harass, annoy, disparage or be detrimental to the interest of any of the other tenants; (vi) place displays,decorations or shopping carts or carriers other than in areas permitted by Landlord; (vii) panhandle,beg or solicit funds;nor (viii) solicit business. (s) 'Tenant shall have the responsibility for protecting the Premises from theft,robbery and pilferage,and shall keep non-customer doors locked. The storage,display,use or the carrying or handling of firearms is strictly forbidden. (t) •All garbage,refuse,trash and other waste shall be kept in designated trash containers,placed in the areas specified by Landlord,and prepared for collection in the manner and at the times and places specified by Landlord. Landlord shall be responsible for the removal of all trash from the designated trash disposal area on the Premises. Tenant shall pay to Landlord Tenant's Proportionate Share of the cost thereof(or such other share as Landlord may fairly and reasonably determine)as part of the Common Area Maintenance Expenses. Tenant shall not permit trash to accumulate within the Premises or in any common area space such as corridors,service courts or other Common Areas. Landlord shall have all remedies provided in this Lease for the breach of any of the provisions of these Rules and Regulations.Tenant agrees to pay Landlord after Landlord's notice to Tenant of a violation of these Rules and Regulations and after Tenant's failure to cure the violating action within five(5)days of Landlord's notice,in addition to and not in lieu of Landlord's other remedies,$100 per violation of any of the Rules and Regulations.Landlord shall have the right to grant variances of the Rules and Regulations; provided that, Landlord will otherwise undertake to ensure that the Rules and Regulations will be uniformly observed by all similarly situated current and future tenants operating in the Development. DOCSl1262240.2 25 W0432321.02 EXHIBIT"E" RECEIVED ADDITIONAL PROVISIONS JUN 2 3 2014 I 66. EXTENSION OPTIONS. NEBRA SS A ICI R (a) Provided Tenant is not in default under this Lease beyond applicable cure perioot Acn nt skal ram{ e option(the"First Extension Option")to extend the Lease by notifying Landlord o r iee'rc�{ n rn FISSION not less than one (1)year,but not more than two (2)years,prior to the expiration of the term, for an additional period(the"First Extension Term")beginning on the first day after the expiration of the term and continuing for five(5)years thereafter. Such extension shall be on all of the terms and conditions of this Lease(except that no extension or renewal option shall exist during the First Extension Term except for the Second Extension Option,as hereafter defined),the Minimum Rent per year payable during the First Extension Term shall be the"Market Rate"as hereinafter defined. Within ten(10)business days after Landlord's receipt of Tenant's notice to exercise its option,Landlord shall deliver to Tenant Landlord's proposal of the Market Rate for the Premises during the extension period. For purposes of this Section 66, "Market Rate" for the Premises shall be defined as the market rate for extension terms for comparable space in similar class buildings in the immediate area of the Development,as of the commencement date of the intended extension term, taking into consideration all aspects of the then current market including, without limitation, duration of term, refurbishment incentives, tenant improvement allowances for • _comparable properties, including the Development, and any and all other factors relevant to extension tenants within the applicable marketplace. If Landlord's proposal of Market Rate is acceptable to Tenant, Tenant shall accept such proposal in writing within ten (10)business days after receipt of Landlord's ' notice; similarly, if Tenant fails to notify Landlord within said ten (10)business days that Landlord's proposal of Market Rate is unacceptable to Tenant,then it shall be deemed that Landlord's proposal of Market Rate is acceptable to Tenant. However,if Landlord's proposal of Market Rate is unacceptable to Tenant, and within said ten (10)business days Tenant delivers to Landlord written notice of Tenant's objection,together with Tenant's good faith proposal of the Market Rate for the extension term,Landlord and Tenant agree to negotiate in good faith toward a mutually acceptable Market Rate for the extension period. If the parties cannot agree in writing on the Market Rate for the extension period within forty-five (45)days after Landlord's receipt of Tenant's proposal,with each party negotiating in good faith,t en Tenant shall have an election,exercisable within five(5)business days after said forty-five(45)day period, to either(x)revoke its election to extend,or(y)elect to accept Landlord's proposal of Market Rate. In the event Landlord does not receive written notice of Tenant's election within said five(5)business days,it shall be deemed that Tenant has elected to accept Landlord's proposal of Market Rate. Failure by Tenant to notify Landlord of Tenant's election to exercise the First Extension Option within the time limits set forth for such exercise shall constitute a waiver of the First Extension Option, and notwithstanding anything contained herein to the contrary,the First Extension Option shall automatically terminate upon termination of the Lease,whether by Landlord upon the occurrence of any default by Tenant or otherwise or,at the option of Landlord,in its sole discretion,upon the assignment of this Lease or the subletting of the entire Premises by Tenant,whether or not with the consent or approval of Landlord. (b) Provided Tenant is not in default under this Lease beyond applicable cure periods,and provided further that Tenant exercised its First Extension Option,Tenant shall have the option(the"Second Extension Option") to extend the Lease by notifying Landlord of its election in writing not less than one(1)year,but not more than two(2)years,prior to the expiration of the First Extension Term,for an additional period(the"Second Extension Term")beginning on the first day after the expiration of the First Extension Term and continuing for five(5)years thereafter. Such extension shall be on all of the terms and conditions of this Lease(except that no extension or renewal option shall exist during the Second Extension Term),there shall be no new tenant finish allowance or other expenses payable by Landlord,the Minimum Rent per year payable shall be the"Market Rate",and subject to the same process described in subsection(a)above. Failure by Tenant to notify Landlord of Tenant's election to exercise the Second Extension Option within the time limits set forth for such exercise shall constitute a waiver of the Second Extension Option, and notwithstanding anything contained herein to the contrary,the Second Extension Option shall automatically terminate upon termination of the Lease,whether by Landlord upon the occurrence of any default by Tenant or otherwise or,at the option of Landlord,in its sole discretion,upon the assignment of this Lease or the subletting of the entire Premises by Tenant,whether or not with the consent or approval of Landlord. 67. INDIVIDUAL HEAT PUMP MAINTENANCE. Landlord will warrant that the existing HVAC system servicing the Premises will be in good working order at the time of Lease Commencement.Tenant shall be responsible,in addition to the Common Area Charge for Base Building HVAC maintenance pursuant to the Lease,for the repair,maintenance,and upkeep of Tenant's heat pumps;provided that,Tenant's costs for the maintenance or repair of any single or all heat pumps,or any other components of the HVAC system servicing the Premises(specifically excluding any make-up air units,exhaust fans or cooking hoods,which shall be the sole responsibility of Tenant),shall not exceed$750.00 per calendar year("Annual Cap"),such that(by way of illustration)should a single or all of Tenant's heat pumps need to be repaired or replaced,Tenant's total out-of-pocket expenses for such repair or replacement shall not exceed the Annual Cap during any calendar year. So long as Tenant has properly maintained said individual heat pumps using a vendor approved by Landlord,the Landlord shall be responsible for any repairs and replacement of any heat pump exceeding the Annual Cap, and for maintenance and repair of the general Building HVAC plant pursuant to the Lease. 68. GUARANTY. The validity and effect of this Lease is subject to and conditioned upon the execution and delivery of the Guaranty attached hereto by Laurie Wolford,Dr.Leslie Hellbusch and Anne Hellbusch,contemporaneous with the execution and delivery of this Lease by Tenant. DOCSn262240.2 _ 26 t'K Et;E I V E U w0432321.02 JUN 2 3 2014 69. DESIGNATED PARKING. NEBRASKA LIQUOR Landlord will provide Tenant with(i)one(1)designated drive-u �lttTgfe�tt{i �io���vlar of the Premises, (ii) two (2) or more adjacent designated parking stalls contiguous with the rear of the Premises, and (iii)a group of seven(7) adjacent designated parking stalls located along the southwest exterior of the Parking Garage,which parking stalls shall have signage designating such stalls are for the exclusive use of Tenant's customers. 70. EXISTING SPACE. Landlord will provide Tenant will rent credit equal to the amount of Tenant's monthly base rent and operating expenses at 7517 Pacific Street, Omaha NE ("Existing Space") commencing upon the date Tenant opens for business in the Premises through the earlier of the expiration or termination of the term of the Existing Space,provided that such obligation shall not in any event continue beyond August 31,2015. In no event shall Landlord's rent credit for such monthly base rent and operating expenses for the Existing Space exceed$12,500.00 per month. 71. OUTDOOR PATIOS. Landlord shall provide Tenant with space,in mutually agreeable locations and sizes,for fenced outdoor patios on(i)the east exterior elevation of the Premises and(ii)the existing patio on the west exterior • elevation of the Premises. All costs and expenses associated with the installation of the outdoor patios shall be paid from the Allowance defined in paragraph 61 of the Lease. Tenant is solely responsible to obtain any licenses or permits necessary to operate the outdoor seating areas and is required to keep such areas free of trash and debris and in a clean,sanitary and safe condition. 72. EXTERIOR SIGNAGE. Landlord grants Tenant,subject to paragraph 20 of the Lease, the right to place exterior signage on the West,South and East elevations of the building,in accordance with all city codes,regulations and permits. All exterior signage must be approved in writing by Landlord prior to signage being ordered by Tenant. 73. EXISTING EQUIPMENT. Landlord will use reasonable efforts to facilitate Tenant's purchase of desired equipment or furnishings currently located within the Premises. Additionally,Landlord will ensure that equipment not desired by Tenant will be removed and all connections capped prior to the initiation of Tenant's improvements. All costs associated with such removal and capping shall be Landlord's. 74. EXCLUSIVE RIGHTS. As long as Tenant is not in default under this Lease beyond any cure period and at all times remains in compliance with the obligations hereunder, Landlord agrees for itself, its affiliates, and for such other entities that are under common control with Landlord,that it will not hereafter lease any other premises or space within the Development, the Zone, or the "Aksarben Village" development, which development includes such real property bounded by Center Street to the South, Aksarben Drive and 72"d Street (respectively) to the West, Pacific Street to the North, and 63'd Street and 66th Street to the East (respectively) in Omaha,Nebraska,owned by Landlord,an affiliate of Landlord, or an entity under the same control as Landlord,including any temporary leases,kiosks,or carts,nor will it permit any tenant to operate a business when the primary operation consists of the Primary Use(the"Exclusive Use"). The Exclusive Use shall be effective as of the Commencement Date, and shall not restrict Landlord from leasing any other space in the Development,or outside of the Development,to a prospective tenant who intends to operate a restaurant or bar who derives less than five percent(5%)of its annual revenue from the sale of carry-out package liquor(including sales of wine,beer,and spirits,but not sales of wine which has been recorked)for off-site consumption. In the event Landlord violates the provisions of this paragraph, and such violation continues for a period of more than thirty(30)days after receipt of written notice thereof from the Tenant,then Tenant shall have the right,at its option,to:(i)enjoin the violation;(ii)effective as of the violation date, pay no Minimum Rent until such time that the violating store closes("Substitute Rent");or(iii)if Tenant has paid Substitute Rent for a period of three(3)months or more,Tenant shall then have the additional right to terminate this Lease upon thirty(30) days advance written notice to Landlord,unless Landlord effectuates a cure within such 30-day notice period. If the violation of the foregoing Exclusive Use is caused by another tenant or occupant of the Development using its premises in violation of such tenant's or occupant's lease,then Landlord shall be in breach of this Lease(and Tenant shall have the right to pay Substitute Rent)unless Landlord uses its good faith,diligent efforts to enjoin or cause such tenant or occupant to cease the use that violates the Exclusive Use, which shall include, if appropriate, declaring a default under such tenant's or occupant's lease and commencing legal action against such tenant or occupant,such expenses to be borne solely by the tenant in violation. DOCS/1262240.2 27 11t1,tIVizi) 1.02 JUN 2 3 2014 GUARANTY NEBRASKA LIQUOR In consideration of the execution of the foregoing lease(the"Lease")by the Lancllopl �'. 1.1 ergiry('; �•} d� the request of the undersigned and on the faith of this guaranty,the undersigned("Guarraxttb , unconditionally and irrevocably guarantees unto Landlord the full and timely payment of all rent, additional rent,and all other charges,expenses and costs of every kind and nature under the Lease and the performance of all of the covenants and obligations of the tenant("Tenant"). This is a continuing guaranty of payment and performance and not of collection,and is in no way conditional or contingent. Guarantor hereby indemnifies and agrees to hold harmless Landlord from and against all liabilities,obligations,losses,damages,costs and expenses,including but not limited to reasonable attorney fees,incurred by Landlord in enforcing the obligations of Tenant under the Lease or incurred in enforcing this guaranty. Guarantor hereby waives notice of any default on the part of Tenant under the Lease,and Guarantor agrees that the liability of Guarantor under this guaranty shall not be released or affected by any extension of time for payment or by any forbearance,waiver,or consent given or granted by Landlord or by any modifications, extensions or amendments of the Lease. Guarantor agrees that Landlord may settle or compromise any claims which Landlord may have against Tenant under the Lease without notice to Guarantor and without thereby releasing Guarantor from any obligations under this guaranty or limiting or impairing the liability of Guarantor under this guaranty. Guarantor waives notice of acceptance of this guaranty,presentment,protest, notice of protest,all demands for performance,all notices of non-performance and all other notices that might otherwise be a. condition precedent to the liability of Guarantor hereunder. The general waiver of suretyship defenses contained herein shall be applicable to all obligations undertaken herein. Without limiting the generality of the foregoing,Guarantor agrees(a)that the liability of Guarantor under this guaranty is primary, (b) that Landlord, at its option, may proceed to enforce the obligations of Guarantor under this guaranty without having commenced any action or obtained any judgment against Tenant under the Lease or without having first attempted to collect from or secure performance by Tenant,(c)that the liability of Guarantor under this guaranty shall not be affected,limited,impaired,released,or discharged by any bankruptcy,receiver- ship,insolvency,or other creditor proceedings involving Tenant or by the rejection or disaffirmance of the Lease in any such proceedings,(d)that the liability of Guarantor shall not be affected by any repossession of the premises covered by the Lease, (e)that no action brought under this guaranty and no recovery in pursuance thereof shall be a bar or defense to any further action which may be brought under this guaranty by reason of any further default(s)hereunder or in the performance and observance of the terms,covenants and conditions of the Lease,and(f)to submit to the jurisdiction of the courts of the state where the premises covered by the Lease is located with respect to the enforcement of this guaranty and does hereby appoint Landlord or at Landlord's election, Landlord's attorney, as Guarantor's agent for service or process in such state. Notwithstanding anything contained herein, so long as no event of default has occurred or is occurring, Guarantor's obligations under the Lease and this Guaranty shall terminate,expire and shall be of no further force or effect,without need of further agreement or documentation, upon: (A) the eighth (8 anniversary of the date of the Lease; provided that, Guarantor shall remain liable for the unamortized portion of the Tenant Allowance and leasing fees,plus an amount equal to the monthly rental credit paid by Landlord in connection with Tenant vacating Tenant's Existing Space(as referenced in paragraph 70 of the Lease),or(B)an assignment of the Lease by Tenant in accordance with the terms of paragraph 29 of the Lease. This guaranty shall remain in full force and effect notwithstanding such consent to any subletting of the Lease during any extension of the term of the Lease. Notwithstanding the satisfaction by Guarantor of any liability hereunder,Guarantor shall not have any right of subrogation,contribution,reimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Tenant. In connection with the foregoing,Guarantor expressly waives any and all rights of subrogation against Tenant and any rights to enforce any remedy which Landlord may have against Tenant. Guarantor agrees that any and all claims of the Guarantor against the Tenant shall be subordinate and subject in right of payment to the prior, irrevocable payment and performance of all of Tenant's obligations under the Lease. Guarantor represents and warrants to Landlord that the execution,delivery and performance of this guaranty are duly authorized and this guaranty is a valid and legally binding obligation of Guarantor,enforceable in accordance with its terms. This guaranty shall be binding upon the heirs,personal representatives,successors,and assigns of the undersigned and shall inure to the benefit of the successors and assigns of Landlord. If this guaranty is executed by more than one party,then the obligations and liabilities of the undersigned under this guaranty shall be joint and several in all respects. GUARANTOR,TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WAIVES, RELINQUISHES, AND FOREVER FORGOES: (1) THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,ARISING OUT OF,OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF LANDLORD OR GUARANTOR, OR ANY PERSONS AFFILIATED WITH LANDLORD OR GUARANTOR,IN EACH OF THE FOREGOING CASES,WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE; AND (2) ANY AND ALL DEFENSES, CLAIMS AND DISCHARGES OF TENANT OR GUARANTOR PERTAINING TO THE OBLIGATIONS HEREUNDER,EXCEPT THE DEFENSE OF DISCHARGE IN FULL OF ALL OBLIGATIONS, INCLUDING WITHOUT LIMITATION, ANY DEFENSE, WAIVER, RELEASE, DISCHARGE IN BANKRUPTCY, STATUTE OF LIMITATIONS, RES JUDICATA, STATUTE OF FRAUDS, ANTI- DEFICIENCY STATUTE, FRAUD, INCAPACITY, MINORITY, ILLEGALITY OR UNENFORCEABILITY WHICH MAY BE AVAILABLE TO GUARANTOR OR ANY OTHER PERSON LIABLE IN RESPECT OF ANY OBLIGATION HEREUNDER,OR ANY SETOFF AVAILABLE AGAINST LANDLORD TO TENANT OR ANY OTHER PERSON. By execution of this guaranty,Guarantor acknowledges receipt of a copy of the Lease to which this guaranty is annexed and to which this guaranty applies.IN WITNESS WHEREOF,the undersigned have(has)executed this Guaranty this,''day of JLL,4..e 2014. f/ F f ///� "yJ/J� ',, D ' c4,',e e t N . : uric Wolford Printed Name: Leslie C.Hell}p usch .dress: 1637 £la3 S Address: ? as• N. 1311 G3',"o 1F '/ f 0� N� NErDjI Tel ne No.: Telephone No.: .qp,j-(o 8 9-8?, y J P ed Name: Ann a el le 1 D ,..k4. . Telephone No.: gi • r14.5/ v DOCS/1262240.2 28 PUBLIC WORKS DEPARTMENT REPORT DATE: JUNE 26,2014 DUE DATE: JULY 10,2014 CITY COUNCIL HEARING JULY 22,2014 APPLICANT: WINEVENTURES,INC.,DBA"SPIRIT WORLD" LOCATION: 6680 CENTER STREET REQUESTED LICENSE OR ACTION: CHANGE OF LOCATION OF THEIR PRESENT CLASS"C"AND CATERING LIQUOR LICENSE FROM 7517 PACIFIC STREET DESIGNATION OF ADJACENT STREET (LOCAL, COLLECTOR,MINOR OR MAJOR ARTERIAL EXPRESSWAY): rnJCr -+2rcai2 STREET WIDTH AND PROFILE: 4-IS' bi v t aLtoL ct4:k4_ SPEED LIMIT: ninpk AVERAGE DAILY TRAFFIC AND PEDESTRIAN FLOW: c o,C525n 2 (4 i ACCIDENT REPORT AT ADJACENT INTERSECTION:(Q Y1 --&n4e,,- S-r ,e (orlorlh.-101.31)1, acc.rct.e.r)-i-s. (o�-�-� ►'Y�►�cC 0�2 -�5 are, 4-s . bra•of & rr p 3 QQcct,ibt.f,4-S - POTENTIAL TRAFFIC AND PARKING PROBLEMS: IL�CSY�L. - 27-/ / (Auth ed Signature) (Date) PLANNING DEPARTMENT REPORT . ' r [ DATE: JUNE 26,2014 DUE DATE: JULY 10, 2014 CITY COUNCIL HEARING JULY 22,2014 LOCATION: 6680 CENTER STREET t , LEGAL DESCRIPTION ALL LOT 2, BLOCK 0, AKSARBEN VILLAGE, IRREG 1.361 AC APPLICANT: WINE VENTURES, INC., DBA "SPIRIT WORLD" REQUESTED LICENSE OR ACTION CHANGE OF LOCATION OF THEIR PRESENT CLASS "C" AND CATERING LIQUOR LICENSE FROM 7517 PACIFIC STREET NEW LOCATION(X)NEW OWNERSHIP ( ) TYPE OF FACILITY: LIQUOR STORE THIS REQUEST DOES �D9E NOT( ) PERTAIN TO A1\7) TSIDE AREA IF SIDEWALK CAFE: !lI�SS R-O-W-LEASE ! �t PERMITS OBTAINED ' IF OUTSIDE: OUTSIDE AREA IS I V FEET FROM THE NEAREST RESIDENCE THIS PROPERTY IS ( X ) IS NOT ( )WITHIN OMAHA'S CORPORATE LIMITS (If not,do not proceed-Notify the City Clerk's Office and return this form) (Except Class D-1 Package Liquor License) ANNEXATION DATE: �/� ORDINANCE NO. (Only'f within last 24 months) EXISTING ZONING: i" EXITING LAND USE: L-V1 v 0.(Z_ v — ADJACE LAND USE dl -ZeIlsit:-NORTH: t/.D �4 5-re l e- t SOUTH:Pi CZ I) 35t'v i Cj MLi ri"' EAST:KA k/G.-D �J3 --_ , M i 1J y T- f- WEST: ,r tz� �(D�J— z�TrZ1r� '� l0 -� C PARKING TALLS PROVIDED: �Q ` EXISTING USE DOES 06 DOES NOT( )COMPLY WITH ZONING REGULATIONS PLUMBING FIXTURES PROVIDED: WOMEN'S I I U MEN'S l tL_3U Took S J "`'U v(2 I*IU� DATE SUBJECT PROPERTY WAS POSTED: t-r- i/ 1. (Rule#7) DISTANCE OF PROPOSED LICENSE TO ANY SCHOOL,CHURCH,OR CITY PARK: 0 ✓--- DISTANCE OF PROPOSED LICENSE TO ANY EXISTING LICENSE: (State Law) DISTANCE OF P1OPOSED LICENSE T9ANY CHURCH SCHOOL D ! IOSPITAL C) 1, --140ME FOR THE AGED,INDIGENT xtif OR V ERANS 0► �COLLEGE OR UNIVERSITY D r 1 ; 44.- 7 3-f9 (Authorized Signature) (Date) Description of Leased Premises Spirit World will inhabit the first floor of a 2-story irregular shaped building approximately 81 feet x 104 feet, including an outdoor patio area approximately 33 feet x 10 feet. Sketch of Leased Premises: RECEIVED JUN 2 3 2014 N AEARAsmLIQUOR OOL COMMISSION W E 1 `� ! } S 1 tc \>,,' ,1 1 o t(� t' —w �E(� (...,... . \`- '(.2.4.-7- "\-.. rr 1��,P..Y>he r 9 r e '.T_ 4®MAHA, Nye CityofOmaha, fl'lebraskg `�° 1 I' 'ipf 1819 Farnam—Suite LC 1 ® N ` 41\71%�n Omaha, Nebraska 68183-0112 0� - - �� ro Buster Brown (402) 444-5550 City Clerk FAX (402) 444-5263 o�'TED FEBR�t'4A July 8, 2014 WineVenture, Inc. Application for a Change of Location of Dba"Spirit World" your present Class "C" and Catering Liquor 7517 Pacific Street License to 6680 Center Street Omaha,NE 68114 Dear Liquor License Applicant: This letter is notification that a hearing before the Omaha City Council on your application for liquor license has been set for July 22, 2014 . The City Council Meeting begins at 2:00 P.M. in the Legislative Chamber, (LC-4), Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha, Nebraska. City Council Liquor Rule No. 6 states, "Each applicant or his/her representative for any type of license shall be personally present in the Council Chambers, in order that the Council may make inquiries, on the date of public hearing of the application for said license". Failure to be present at this Council Meeting is grounds to recommend denial of your application to the Nebraska Liquor Control Commission. Sincerely yours, Buster Brown City Clerk BJB:clj °LJIAHA. N City of Omaha, We6raskg •AL) W. Itf:f� 1819 Farnam—Suite LC 1 014111Piktmi,:a � ,9 .=+t; t-I®. �, r � '^ Omaha, Nebraska 68183-0112 0� ; ,v.. Buster Brown CityClerk (402) 444-5550 A N" FAX (402) 444-5263 0��� 1,:t• Fo FE$R July 8, 2014 WineVenture, Inc. Application for a Change of Location of Dba "Spirit World" your present Class "C" and Catering Liquor 6680 Center Street License from 7517 Pacific Street Omaha,NE 68106 Dear Liquor License Applicant: This letter is notification that a hearing before the Omaha City Council on your application for liquor license has been set for July 22, 2014 . The City Council Meeting begins at 2:00 P.M. in the Legislative Chamber, (LC-4), Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha, Nebraska. City Council Liquor Rule No. 6 states, "Each applicant or his/her representative for any type of license shall be personally present in the Council Chambers, in order that the Council may make inquiries, on the date of public hearing of the application for said license". Failure to be present at this Council Meeting is grounds to recommend denial of your application to the Nebraska Liquor Control Commission. If you are making changes to the type of business or the type of activities that will be operated on the new premises. Please complete and return the attached. Ordinance No. 37046, passed June 7, 2005, requires each applicant to submit a written statement describing all types of business or activities that will be operated on the premises in conjunction with the proposed license. Attached is the statement to be signed and returned (hand deliver, mail or fax) to the City Clerk's Office 7 days in advance of the public hearing. Sincerely yours, 4e4eidAell Buster Brown City Clerk „/(2 /1,7( /-17/ NOTI CE OF LIQUOR LICENSE APPLICATION This notice is to inform you that WINEVENTURE, INC. DBA "SPIRIT WORLD” 7517 PACIFIC STREET has applied for a CHANGE OF LOCATION OF THEIR PRESENT CLASS "C" LIQUOR LICENSE [On and Off Sale beer,wine and liquor] AND CATERING LIQUOR LICENSE to be located at 6680 CENTER STREET The Omaha City Council will hold a public hearing regarding this application on Tuesday, JULY 22, 2014 at 2:00 P.M. in the Legislative Chambers, Omaha/Douglas Civic Center at 1819 Farnam Street. Testimony will be received from interested parties at this meeting. You may submit written testimony to the City Clerk, 1819 Farnam Street, Omaha, NE 68183 prior to the hearing date. Buster Brown City Clerk ALL REQUESTS FOR SIGN LANGUAGE INTERPRETERS (SIGNERS) WILL REQUIRE A MINIMUM OF 48 HOURS ADVANCE NOTICE. IF ALTERNATIVE FORMATS ARE NEEDED, ALL REQUESTS WILL REQUIRE A MINIMUM OF 72 HOURS ADVANCE NOTICE. PLEASE NOTIFY BUSTER BROWN, CITY CLERK,444-5557, IF ARRANGEMENTS NEED TO BE MADE. /1l/ No. 19, WineVenture, Inc., dba "Spirit World", 7517 Pacific Street, requests permission for a Change of Location of their present Class "C" Liquor License to be located at 6680 Center Street. Property posted: 07-02-14; Notification sent: 07-11-14. 07-22-14;cj f V RECEIVED Presented to Council: July 22, 2014 - Approved 7-ca Buster Brown City Clerk 1