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HomeMy WebLinkAboutBrookfield (Sears) Lease AgreementNew Hanover County Brookfield Independence Mall BST Properties License Agreement Effective Date: 09/22/18 Mall Name: Independence Mall Approval date (for Licensor internal purposes only): Deal Type: New 09/21/2018 Tenant ID: 001 000000201 DcSAAU Report Sales: Yes Billing (Alt Payee) Address ID: Agreement Type: Inline 365 - Deal ID: S0106653 00100000201 DcSAAU payment address below: Legal Notice ID: Space #: 8002 - 14203 s.f. 0010c0000201DCSAAU Phone: DBA ID: 0010c0000201DcNAAU Fax: LICENSE AGREEMENT This License Agreement (the "License" or "License Agreement ") provides the terms and conditions between Licensor and Licensee for conducting business at the Shopping Center indicated below. Nothing contained in this License shall be considered as in any way constituting a lease, joint venture or partnership between Licensor and Licensee. Licensee agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of the Shopping Center. SHOPPING CENTER INFORMATION Independence Mall 3500 Oleander Dr Phone: Wilmington, North Carolina, 28403 Fax: LICENSOR NAME AND PAYMENT ADDRESS All payments under this License shall be made payable to Licensor at the payment address below: RSE INDEPENDENCE, LLC PO Box 860575 Phone: Minneapolis, Minnesota, 55486 -0575 Fax: LICENSOR NOTICE ADDRESS Independence Mall 3500 Oleander Dr Phone: Wilmington, North Carolina, 28403 Fax: LICENSEE /LEGAL ENTITY AND NOTICE ADDRESS Licensee Legal Entity New Hanover County, NC FEIN /SSN: " "'0324 & Address: 230 Government Center Drive Suite 195 Wilmington North Carolina, 28403 Licensee Billing (Alt Primary Contact: Beth Schrader Payee) Address: New Hanover County 230 Government Center Drive Phone 1 910 - 798 -7491 Suite 195 Wilmington North Carolina, 28403 Phone 2 Fax Email Licensee Notice Address: New Hanover County 230 Government Center Drive Suite 195, Wilmington North Carolina, 28403 DBA (Trade) Name: New Hanover County The undersigned hereby grants Licensor permission to confirm that the Federal Employer Identification Number (FEIN) provided is (1) a valid FEIN assigned to the entity offering it; and 2) matches the address provided by the entity offering the FEIN. DEAL ID:S0106653 New Hanover County B roo kf i e l d Independence :Mall BST Properties In consideration of the mutual promises and obligations contained in this License, the parties agree 1. License Grant; Use. Licensor grants to Licensee a non-exclusive License, which is non - transferable by Licensee, freely transferable by Licensor, and revocable at will and without cause by only Licensor, for the sole purpose of conducting the following business activities: Disaster recovering center for people to determine eligibility for disaster relief benefits. (the "Use ") and for no other activity or purpose whatsoever in a location (the "Assigned Location") shown on the plan attached hereto as Exhibit "A" attached to and made part of this License. No additional items or services may be added to this Use clause or sold by Licensee without the prior written approval of Licensor, which approval may be granted or withheld in Licensor's sole discretion. Licensee acknowledges that no exclusive rights or use has been granted or given to it by Licensor or Licensor's agent or employee. 2. Term; Assigned Location; Additional Comments A. Licensee shall be permitted to conduct the Use in the Assigned Location during the following term (the "Term "): starting upon the date (the "Commencement Date ") that is the earlier of: (a) the date Licensee opens for business to the public and (b) 09112/2018 and ending on 1112112018 (the "Expiration Date "). License Fees (as defined below) shall begin to accrue on the Commencement Date. If the Commencement Date falls on a day other than the first (im) day of the month, the monthly Licensee Fee shall be prorated accordingly. Licensor shall not be liable for any inability to deliver possession of the Assigned Location to Licensee for any reason, nor for any delay or cessation of Licensee's business in the Assigned Location, and Licensee hereby waives all such liability (including any such statutory rights therefor). Notwithstanding anything herein to the contrary, this License may be revoked before the stated Expiration Date by Licensor, at will and without cause, effective upon personal delivery of 5 days' prior written notice of revocation to Licensee. The License shall terminate upon the date set forth in such notice. Any changes by Licensee to either the notice address or contact information set forth above must be given to the Shopping Center Management Office not less than five (5) days prior to the actual change. In the event Licensor is not given notice as set forth above, Licensee agrees to pay to Licensor an additional license fee of $200 to defray Licensor's costs and expenses associated with not being notified of such change(s). Notwithstanding anything in this License Agreement to the contrary, Licensor may relocate the Assigned Location for any reasons upon 5 days' prior written notice to Licensee (except in the case of emergency, when such relocation may occur without notice), and upon two (2) days' prior written notice in the event of construction or renovations at the Shopping Center. B. Space Comments: C. Additional Comments: Exhibit A and Exhibit B supersede all insurance requirements contained herein #9 3. Trade Name. Licensee shall not change the Trade Name. Licensee represents and warrants to Licensor that it has the right to use the Trade Name at the Assigned Location. 4. Fees. A. Licensee shall pay Licensor the Fees (as hereinafter defined) set forth below, without notice or demand, at the payment address shown above, or such other payment location as Licensor may specify. Licensee shall pay the Fees by certified check, or money order or other manner as may be approved in advance, in writing, by Licensor. Licensor shall not accept cash or personal or business checks. B. License Fee: Licensee shall pay the License Fee in the following amount: License Fee for the Term: $ 28.000.00 (Total Feel $ 14,000.00 per month payments due on the 1st of each month from 09122118 and ending 09/30118. $ 0.00 per month payments due on the 1st of each month from 10101118 and ending 1021118. $ 14,000.00 per month payments due on the list of each month from 10122/18 and ending 10/31118. $ 0.00 per month payments due on the 1st of each month from 11101118 and ending 1121/18. Breakdown of License Fee (for reference only): DEAL ID:S0106653 New Hanover Countv Brookfield Independence Mall BST Properties Base License Fee: $ 28,000.00 11 4,000.00 per month payments due on the 1st of each month from 09122/18 and ending 09130118 $ .00 per month payments due on the 1st of each month from 10101118 and ending 10/21/18 $ 14,000.00 per month payments due on the 1st of each month from 10122118 and ending 10131118 $ 0.00 per month payments due on the 1st of each month from 11101/18 and ending 11121/18 Additional License Fees: $0.00 Utilities (Bill to Utilities): s o.00 C. Percentage Fee: D. Payment Comments: 5. Construction; Alterations. Licensee is responsible for design, build -out and installation of a storefront sign, as well as a cosmetic remodel of the Assigned Location. Storefront signage, layout, all plans, materials, paint colors and store fixtures must follow Licensors design and construction criteria and must be presented to and approved by Licensor prior to commencement of any work by Licensee in the Assigned Location. In addition, Licensee shall not be allowed to open for business in the Assigned Location until storefront signage (or kiosk or RMU signage, as the case may be) is approved by Licensor and installed by Licensee. Licensee shall follow the visual merchandising directives given to it by Licensor and change the visual merchandising from time to time upon and in accordance with Licensors request. 6. Security Deposit. A. Concurrent with Licensee's execution of this License, Licensee shall deliver a security deposit of (the "Security Deposit") to Licensor's Managing Agent or to the payment address specified on page 1 for the faithful performance and observance by Licensee of the terms, covenants and conditions of this License. The Security Deposit shall be held by Licensor pending the full completion of this License and Licensee's full performance under this License. Licensee acknowledges that if Licensee fails to fulfill any of its obligations under this License, Licensor may use the Security Deposit to satisfy any or all of the Fees due and to remunerate others for returns of merchandise or to rectify complaints made by customers of Licensee. The Security Deposit, or balance thereof, shall be returned to Licensee 90 days (30 days for California) after the later of (i) expiration or termination of this License and (ii) the date Licensee vacates the Assigned Location. Licensors obligation to return the Security Deposit, or balance thereof, shall be met by delivering payment to Licensee's Notice Address. In the event Licensee enters into a renewal License, Licensee agrees that Licensor may retain this Security Deposit for use as a security deposit for the new License. Any refund of the Security Deposit may be made, at Licensors option, by a check from Licensor or via a credit to Licensee's credit card. B. Carryover Deposit (if applicable): 7. Late Payments. If Licensee shall fail to make any payment to Licensor when due, Licensee shall pay Licensor a late charge of $100.00 per day, as liquidated damages, in addition to and not in lieu of Licensor's other remedies, for as long as such failure continues. In addition, from the due date until paid by Licensee, Licensee shall pay Licensor interest on any overdue amount at the rate of 4% above the Prime Rate (as defined below), not to exceed the maximum interest rate allowed by law in the state the Shopping Center is located. The "Prime Rate" shall mean the prime rate as published in the Wall Street Journal or any successor publication. B. Sales Statements; Books and Records. Licensee shall deliver to Licensor a monthly, written, signed statement of all Gross Sales with sales verification. "Gross Sales" shall mean the entire amount of: (i) the sale price of all goods and merchandise sold, leased or charged, (ii) full charges for all services, and (iii) all other receipts by Licensee within the Shopping Center. Licensee shall deliver the monthly report to Licensor by 12:00 p.m. on the fifth (5 ") day of the succeeding month. If the term of this License is less than one month, Licensee shall deliver to Licensor a written statement of all Gross Sales with sales verification signed by Licensee on the last day on which Licensee conducts its business in the Assigned Location. If Licensee does not deliver the report on time, Licensee shall pay Licensor immediately upon request $50.00 as liquidated damages, in addition to and not in lieu of Licensor's other remedies. Licensee shall prepare accurate books of account and records of its Gross Sales in accordance with generally accepted accounting principles. Licensee shall keep such books and records at Licensee's Notice Address. Licensee's books and records shall be subject to examination and audit, at will and without notice, by Licensor. If there is a deficiency in the Percentage Fee payable to Licensor, Licensee shall immediately pay Licensor the additional Percentage Fee owed Licensor and also pay the cost of the examination or audit. 9. Insurance. Unless dictated otherwise by state law, Licensee shall carry at least each of the following coverages with limits that are the greater of Licensee's policy limits and the requirements set forth in "Exhibit B": (i) workers compensation insurance and employers liability insurance (in monopolistic states, Stop Gap coverage will be maintained in lieu of employer's liability); (ii) commercial general liability insurance written on an occurrence basis using forth CG 00 01 or its equivalent, and containing a'per location' aggregate limit, including coverage for premises, products, completed operations coverage, and contractual liability coverage for this agreement as an 'insured contract' without limitation; for bodily injury (including death), personal injury, and property damage; and (iii) commercial automobile liability insurance covering owned, non -owned, hired or leased vehicles. The coverage limits of liability as DEAL ID:S0106653 New Hanover Count Brookfield County independence Mall BST Properties required in "Exhibit B" may be provided by any combination of primary and umbrella or excess policies provided that such umbrella or excess policies shall be no less broad than the underlying policies, shall have the same inception and expiration dates as the underlying coverage and shall include a'drop-down' provision should the limits of the underlying program be eroded. In addition, Licensee must provide property coverage under a special perils 'all risk' form on a "replacement cost" basis for their owned property and property in their care or custody or control and waive all their rights of subrogation to owners and manager for any property loss. With the exception of workers' compensation, Licensee's policies shall name Licensor, Brookfield Properties (R) LLC, Rouse Properties LLC, and each of their respective managers, employees, agents, contractors, parents, subsidiaries and affiliates as ( "Additional Insureds ") on a primary basis without contribution of any other insurance available to the Additional Insureds. All policies shall include a waiver of rights of subrogation in favor of the Additional Insureds. All of Licensee's insurance policies required hereunder shall contain a provision that Licensor shall be given a minimum of 30 days' written notice by the insurance company prior to cancellation, termination or change in such insurance. Licensee shall deposit certificates showing such coverage with Licensor prior to the earlier of the commencement of business or operations by Licensee anywhere in or around the Shopping Center or the Commencement Date. All such insurance carriers shall be rated A -VIII or better by A.M. Best and shall be authorized to do business in the state in which the Shopping Center is located. 10. Hold Harmless. Starting on the date Licensee first commences the business in the Assigned Location and /or any operations under this License and except as otherwise provided in Section 10, to the fullest extent permitted by law, Licensee shall indemnify and hold Licensor, Brookfield Properties (R) LLC, Rouse Properties LLC, and each of their respective managers, partners, members, employees, agents, contractors, parents, subsidiaries and affiliates harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons resulting or occurring by reason of the Licensee's activities under this License, or in any way connected with, the operation of the Business, or otherwise arising from this License or Licensee's activities hereunder, including all costs, expenses and attorney's fees. Licensee shall also indemnify Licensor for all costs, expenses and attorney's fees incurred by Licensor to enforce this indemnity. This indemnification shall survive expiration or earlier termination of this agreement and shall not be limited by the insurance required hereunder. 11. Waiver. Licensor shall not be responsible or liable for, and Licensee hereby expressly waives, any and all claims against Licensor for injury to persons or damage to Licensee's property, regardless of the cause. Licensee's property located anywhere in the Shopping Center shall be there at Licensee's sole risk. Licensor, its agents, independent contractors and employees shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee's business or damage to persons or property sustained by Licensee or any person claiming by, through or under Licensee resulting from any accident or occurrence anywhere in, on or about the Shopping Center, including, without limitation, claims for loss, theft or damage resulting from: (i) equipment or appurtenances becoming out of repair, (it) injury done or occasioned by wind or weather, (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air -conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water: (viii) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Shopping Center; (ix) the falling of any fixture, plaster, tile, stucco or other material; (x) any act, omission or negligence of other licensees or any other persons or occupants of the Shopping Center or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi - public work; or (xi) any other cause of any nature. To the maximum extent permitted by law, Licensee agrees to operate its business within the Assigned Location and use any area, part or portion of the Shopping Center to the extent permitted by this License, at Licensee's own risk. 12. Default. Each of the following shall be an "Event of Default" hereunder: (a) fails to perform any of the monetary terms, conditions or covenants of this License after five (5) days' written notice; (b) fails to perform any other terms, conditions or covenants of this License (other than items (a) and (d) herein, after ten (10) days' written notice; (c) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee's property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement; (d) ceases or fails to operate its business in the Assigned Location either temporarily or permanently after five (5) days' written notice, or (e) fails to perform any of the terms, conditions or covenants of any other license agreement in any other shopping center owned (in whole or part) or managed by Licensor or any partner of Licensor, including any parent, subsidiary, affiliate or successor in interest thereof after five (5) days' written notice. If an Event of Default shall occur, Licensor, besides having the right to immediately revoke this License without serving additional notice to Licensee, shall, subject to applicable state law, have the immediate night to remove Licensee and any pers ons claiming rights under Licensee and their property from the Shopping Center, lock and bar Licensee and all persons claiming rights under Licensee from doing business in the Shopping Center, and all other remedies available to Licensor at law and in equity, including but not limited to the recovery of all Fees and other sums payable to Licensor under this License. Licensor shall not be responsible for loss or damage to, and /or theft of Licensee's property during or subsequent to such removal from Assigned Location. All rights and remedies of Licensor herein or at law are cumulative. Licensee expressly waives any right or defense it may have to claim a merger, and neither the commencement of an action or proceeding nor the settlement of, or entering of judgment for any action or proceeding shall bar Licensor from bringing subsequent actions or proceedings, based upon other or subsequently accruing claims, or based upon claims or events which have previously accrued and not been resolved in any prior action, proceeding or settlement. The parties waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other, regardless of whether such action, proceeding or counterclaim is related to a default under this License Agreement. 13. Assignment; Sublicensing. Licensee shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this License or any interest therein, without Licensor's prior written approval, which may be withheld in Licensor's sole and absolute discretion. 14. Liability of Licensor. Licensor shall have no personal liability with respect to this License. If a breach by Licensor occurs, Licensee shall look solely to the interest of Licensor in the Shopping Center for the satisfaction of Licensee's remedies. Judgments rendered against Licensor shall be satisfied solely out of the proceeds of the sale of Licensor's interest in the Shopping Center which have been actually received by Licensor. DEAL ID:S0106653 New Hanover County Brookfield Independence Mall BST Properties 15. Subordination. Licensor is or may be a party to certain documents, as amended from time to time, with a mortgagee, ground lessor or beneficiary of Licensor, anchor tenants, mall tenants and others. This License is subject and subordinate to all the provisions in those documents, as they may be amended from time to time. 16. Relocation. Licensee's rights under this License shall be at all times subject to the rights of the Licensor in and to the Shopping Center. Said rights of Licensor include, without limitation, the right of Licensor to relocate the Assigned Location for any reason, upon 5 days' prior written notice to Licensee; provided, however, that Licensor may relocate the Assigned Location upon two (2) days' prior written notice in the event of construction or renovations at the Shopping Center and without notice in the case of emergency. 17. Construction. Licensee has inspected the Assigned Location, and accepts it "as is" with no representation or warranty by Licensor regarding the condition of the Assigned Location or its suitability for Licensee's business. Licensor has no obligation to repair any part of the Assigned Location unless the obligation is set forth in this License. All costs and expenses (including permits or licenses) attributable to any construction by Licensee shall be bome by Licensee. Licensee shall not commence any construction in the Shopping Center prior to the execution of this License or without first obtaining Licensors approval of the location and design. Design criteria for construction under this License are as follows: a. If the Assigned Location is a kiosk, the kiosk structure shall be limited to counter units with no overhead obstructions that inhibit the visibility of any mall tenant or business activity in the Shopping Center. Counter units shall not exceed 5' -0" in height. b. If the Assigned Location is a kiosk, the kiosk structure, if located in an open floor area, shall not be anchored into the floor or other part of the Shopping Center structure. Common area width of 10' -0" minimum shall be maintained on all sides of the kiosk, subject to traffic flow. c. If the Assigned Location is a kiosk, water service, special HVAC Systems and Fire Sprinkler Protection are not available. HVAC and fire protection systems shall be that which is provided to common areas in the Shopping Center. d. Design criteria for signing, construction, finish materials, special equipment and, if the Assigned Location is a kiosk, kiosk size shall be evaluated specifically for each Licensee. Licensee shall submit plans and specifications for Licensors review, and approval prior to commencement of construction. Pictures of existing units should be provided. e. Licensee shall prepare its plans and perform all work to comply with governing statutes, ordinances, regulations, codes, rules, regulations and requirements of local governing authorities and insurance rating boards (collectively, "Laws ") and apply for and obtain all necessary permits. Licensors approval of Licensee's plans shall not relieve Licensee of its obligafion to complete all work in accordance with the License, nor does Licensor's approval relieve Licensee from complying with Laws, nor can Licensor's approval be relied upon by Licensee as verification of the sufficiency of the plans and specifications for any purpose or for compliance with any Laws. Certificates of occupancy and waivers of lien from Licensee's contractors, subcontractors and material men shall be filed with Licensor upon completion of work. I. If the Assigned Location is a kiosk, set up and tear down of kiosks must take place when the Shopping Center is not open for business, unless Licensor has agreed with Licensee otherwise in writing. g. All alterations, additions and improvements to the Assigned Location shall become the property of Licensor upon completion. 18. Permits; Restricted Uses. If there are any licenses, authorizations or permits required by any governmental agency or authority for the activity permitted under this License, Licensee shall be responsible for obtaining them. Licensee shall not conduct any unlawful activities in or upon any part of the Shopping Center or any part thereof. The consumption or sale of alcoholic beverages in, at or from the Assigned Location shall not be permitted. The sale or marketing of any unlawful goods or services is also prohibited, including the sale or marketing of counterfeit goods or goods or services that otherwise infringe another's intellectual property, including, without limitation, copyrights, trademarks, and trade dress. 19. Utilities; Garbage Collection and Fees. This Section 19 shall only apply if the Assigned Location is an in -line location. A. Licensee shall be responsible for all costs and expenses related to the consumption of utilities (as hereinafter defined) at the Assigned Location. Upon Licensor's option, Licensee can be billed directly by the designated utility provider or be billed by Licensor for such use. Licensee shall pay for all utilities used in the Assigned Location from and after the Commencement Date, whether billed to Licensee by Licensor or directly by the designated utility provider. If a separate meter is provided for utilities, it shall be at Licensee's expense. Licensor shall not be liable to Licensee in damages or otherwise, if the utilities or heating and air conditioning services are interrupted or terminated for any cause. Licensor may elect not to or to discontinue furnishing any utilities or services at any time to the Assigned Location for any reason. In such instance, Licensee shall obtain its own utilities or services for the Assigned Location. If applicable, Licensor has caused or shall cause the necessary mains, conduits and other facilities to be provided to make available, as applicable, water, sewer and electricity (collectively, the "utilities" or individually a "utility"), to the Assigned Location. If Licensee shall require natural gas for its normal operation, the natural gas utility service shall be available from the local gas company through the mains located in designated areas. All gas work beyond those points shall be arranged for and completed by Licensee at Licensee's expense, and such work is subject to the prior, written approval of Licensor, which approval may be granted or withheld in Licensor's sole discretion. The parties understand that local gas supplies may be limited, and availability of sufficient gas to service the Assigned Location shall be Licensee's sole responsibility. Licensor shall cause or has caused the necessary facilities to make available a standard phone and telecommunications system to the Assigned Location. Licensee agrees to only use and pay for such phone and telecommunications system provided by Licensor at the Assigned Location. If the Assigned Location is an in -line location, Licensor has caused or shall cause to be made available to the Assigned Location a heating and air condifioning system. Licensee agrees to use and pay for the use of such system, which shall be deemed a utility hereunder, in the manner prescribed by Licensor. DEAL ID:S0106653 New Hanover County Brookfield Independence Mall BST Properties B. Licensee agrees that garbage and refuse shall be kept in an adequate container so as not to be visible to the public, within the Assigned Location, for collection at reasonable times specified by Licensor and at Licensee's cost. Licensor, or a contractor selected by Licensor, at its option, may purchase or lease a garbage compactor for the use of occupants of the Shopping Center. If Licensor, or a contractor selected by Licensor, purchases or leases said garbage compactor for the use of occupants in the Shopping Center, then Licensee agrees to use the same for the disposal of its garbage and refuse to the exclusion of all other garbage collection companies. Licensee shall pay monthly, in advance, the charges therefor, based upon Licensors, or a contractor selected by Licensor, reasonable estimate of the amount of the refuse and garbage generated and the frequency of use by Licensee. Licensee shall cause its garbage and refuse to be taken to such garbage compactor within the Shopping Center; and it is understood and agreed that Licensee's monthly charge as aforementioned will not include pick -up service. The aforementioned monthly charge as estimated by Licensor, or a contractor selected by Licensor, shall be adjusted from time to time based upon the garbage generated by Licensee and/or changes in rates for refuse collection. Licensee shall store soiled or dirty linen in approved fire rating organization metal containers with self - closing fusible link covers. In addition to the foregoing, Licensor may cause the removal of all debris, rubbish, material and equipment during the performance of alterations pursuant to Sections 5 or 17 hereof and charge the cost thereof to Licensee. Licensee shall pay Licensor such charge within ten (10) days of billing. 20. Rules and Regulations. Licensee shall observe all rules and regulations which Licensor may promulgate from time to time in Licensors sole discretion, including, but not limited to, the following: (a) Licensee shall conduct its business in the Assigned Location in a careful, safe and proper manner and shall keep the Assigned Location and the area around the Assigned Location in a clean and safe condition in accordance with this License, Laws, and the directions of the manager of the Shopping Center and public safety officers; (b) all signage located in, upon, and about the Assigned Location must be approved by Licensor, in Licensors sole discretion, prior to installation or placement thereof; (c) all signs, placards, banners, pennants and other advertising matter shall be prepared in a professional manner; (d) Licensee shall display a sign depicting its approved Trade Name; (e) Licensee shall not display memhandise on or outside the boundaries of the Assigned Location; (f) if the Assigned Location is a kiosk, cart or retail merchandise unit "RMU ", all merchandise must be displayed only on the kiosk, cart or RMU and not on the floor or adjacent to the kiosk, cart or RMU; (g) for kiosks, carts, and RMUs, Licensor reserves the right to require Licensee to re- design its merchandise area upon twenty four (24) hours advance notice at Licensee's sole cost and expense; (h) for in -line spaces, Licensor reserves the right to require Licensee to re- design its merchandise area upon five (5) days' advance notice at Licensee's sole cost and expense; (i) if Licensee shall fail to operate its business during the days and hours set forth herein, in addition to any other remedy available to Licensor under this License Agreement or by law, Licensee shall pay to Licensor as limited damages for such breach a sum equal to $50 for each hour or portion thereof during which Licensee shall fail to operate; 0) the outside areas around and immediately adjoining the Assigned Location shall be kept clear at all times by Licensee, and Licensee shall not place or permit any obstructions, garbage, refuse, merchandise or displays in such areas; (k) all loading and unloading of goods shall be done only at such times, in the areas and through the entrances designated for that purpose by Licensor; (1) all garbage and refuse shall be kept in the kind of container specified by Licensor, and shall be placed and prepared for collection in the manner and at the times and places specified by Licensor; (m) no loudspeakers, televisions, phonographs, radios, flashing lights or other devices shall be used unless specifically approved by Licensor, which approval may be withdrawn in the sole and absolute discretion of Licensor upon written notice to Licensee; (n) there shall be no auction, fire, bankruptcy or selling -out sale by Licensee; (o) Licensee shall not carry on any trade or occupation or operate any instrument or equipment which emits any odor or causes any noise discernible to mall tenants, invitees of the Shopping Center or other licensees; (p) Licensee shall not distribute any handbills or other advertising matter in the Shopping Center or on automobiles parked in the parking areas of the Shopping Center; (q) Licensee and Licensee's employees shall not park their cars in those portions of the parking area designated for customer parking by Licensor; (r) if Licensee or Licensee's employees park in portions of the parking area designated for customer parking, Licensor may, in addition to its other remedies, have the car removed at Licensee's expense; and (s) while conducting business in the Shopping Center, Licensee and Licensee's employees and agents shall not wearjeans, t -shirts or flip -flops and shall maintain a neat and appropriate appearance. Licensor shall have all remedies provided under this License Agreement for the breach of any of the provisions of the Section 20. Licensee agrees to pay to Licensor, upon demand, in addition to and not in lieu of Licensor's other remedies, One Hundred Fifty Dollars ($150) per day, for each day or partial day, per violation of any of the rules and regulations herein. Licensor and Licensee agree that this amount is not a penalty, and is intended to compensate Licensor for losses, damages and costs not contemplated under this License Agreement, the exact amount of which is extremely impractical to determine. The parties agree that such per diem amount are liquidated damages, represent a reasonable estimate of Licensors costs and expenses, and are fair compensation to Licensor for the loss suffered by Licensor. Licensor shall have the right to grant variances of the rules and regulations and shall enforce the rules and regulations at its sole discretion without waiving any of its rights and remedies hereunder. Licensors failure to enforce the rules and regulations shall not constitute a waiver of Licensee's default under this License Agreement. 21. End of Term; Holding Over. This License Agreement shall expire without further notice on the Expiration Date. Licensee shall at the expiration or revocation of this License remove its goods and effects, repair damage caused by such removal and peaceably yield up the Assigned Location clean and in good order, repair and condition, and Licensee shall be responsible for repairing any damage caused during Licensee's occupancy of the Assigned Location. Personal property of Licensee not removed within 48 hours shall become property of Licensor, at Licensor's option. Any holding over by Licensee after expiration of the Term hereof shall not constitute a renewal or extension of the License Agreement or give Licensee any rights in or to the Assigned Location except as expressly provided in this License Agreement. Any holding over after such expiration with the express written consent of Licensor shall be construed to be a license from day to day on the same terms and conditions herein specified except that the License Fee shall be an amount equal to the License Fee payable during each day of the last full calendar month of the term hereof. Any holding over without the Licensors written consent (including any such holdover where the Licensee claims that the Licensor has given oral consent, has consented by conduct, has waived its right to withhold consent, or is estopped from withholding consent) shall constitute only a license at sufferance, terminable by Licensor immediately on delivery of written notice, and during such unconsented holdover, Licensee shall be obligated to pay Licensor a License Fee equal to one fifteenth (1 115th) of the License Fee payable during the last full calendar month of the Term. 22. Laws and Ordinances. Licensee shall not harm the Shopping Center or any part thereof, commit waste, create nuisance, make any use of the Shopping Center which is offensive in Licensor's sole opinion, nor do any act which would, in Licensor's sole opinion, tend to injure the reputation of the Shopping Center. Licensee shall not make alterations or additions, nor permit the making of holes in the Shopping Center's walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in DEAL ID:S0106653 New Hanover County Brookfield Independence Mall BST Properties or about the Shopping Center, without the prior written consent of Licensor. Licensee shall comply with all laws, ordinances, orders and regulations affecting its business in the Assigned Location and this License. 23. Conduct of Business; Maintenance of Assigned Location. Licensee shall operate its business at the Assigned Location and remain open to the public at all limes designated by Licensor. Licensee shall operate its business at the Assigned Location in a first class manner, continuously and uninterruptedly while this License is in effect. Licensee shall maintain, at its sole cost and expense, the Assigned Location in good condition and make all necessary replacements and repairs to the Assigned Location. In addition to all other remedies of Licensor, if Licensee does not complete its obligations to repair and maintain the Assigned Location or Licensor, in the exercise of its sole discretion, determines that repair or replacement of any portion of the Assigned Location or the Shopping Center is necessary by reason of any act, omission or negligence of Licensee, its agents, employees, guests or customers, then in any such event, Licensor may make, but shall not be obligated to make, such repairs without liability to Licensee for any loss or damage that may accrue to Licensee, its merchandise, fixtures, or other property or to Licensee's business by reason of such repair. Upon completion of any such repair, Licensee shall pay upon demand, as an additional License Fee, Licensors costs for making the repairs together with Licensors administrative costs related thereto, which amount shall equal 1.5 limes the total cost of the repair. 24. Hazardous Materials. Licensee shall not cause any hazardous material to be brought upon, stored, kept, used or discharged on or about any part of the Shopping Center. Licensee shall notify Licensor immediately of the presence of or disposal of Hazardous Material on or near the Assigned Location, and of any notice by a party alleging the presence of Hazardous Material on or near the Assigned Location. If Licensee, or its agents, employees or contractors, in any way breaches the obligations in the preceding sentence; or if the presence of Hazardous Material on the Shopping Center caused or permitted by Licensee results in the release or threatened release of Hazardous Material on, from or under the Shopping Center; or if the presence on, from or under the Shopping Center of Hazardous Material otherwise arises out of the operation of Licensee's business then, without limitation of any other rights or remedies available to Licensor under this License or at law or in equity and to the fullest extent permitted by applicable Law, Licensee shall indemnify, defend, protect and hold harmless Licensor (and Licensors parents, subsidiaries, affiliates, employees, partners, agents, mortgagees or successors to Licensors interest in the Assigned Location) (collectively "Indemnity") from any and all claims, sums paid in settlement of claims, judgments, damages, clean -up costs, penalties, fines, costs, liabilities, losses or expenses (including, without limitation, attorneys', consultants' and experts' fees and any fees by Licensor to enforce the Indemnity) which arise during or after the Term as a result of Licensee's breach of the obligations or the release or contamination of the Shopping Center, including, without limitation: diminution in value of the Shopping Center; damages for the loss of, or the restriction on the use of, rentable or usable space or any amenity of the Shopping Center; damages arising from any adverse impact on the sale or lease of the Shopping Center; and damage and diminution in value to the Shopping Center or other properties, whether owned by Licensor or by 3rd parties. This Indemnity includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean -up, remedial, removal or restoration work required by any governmental authority because of Hazardous Material present in the soil or groundwater on, under or originating from the Shopping Center. Without limiting the foregoing, if the presence of Hazardous Material on the Shopping Center caused or permitted by Licensee results in the contamination, release or threatened release of Hazardous Material on, from or under the Shopping Center or other properties, Licensee shall promptly take all actions at its sole cost and expense which are necessary to return the Shopping Center and other properties to the condition existing prior to the introduction of the Hazardous Material; provided that Licensors written approval of the actions shall be obtained first (which approval shall not be unreasonably withheld and so long as such actions do not have or would not potentially have any material, adverse long -term or short-term effect on Licensor or on the Shopping Center or other properties). This Indemnity shall survive the Expiration Date or earlier termination of this License and shall survive any transfer of Licensor's interest in the Shopping Center. "Hazardous Material" means any hazardous, radioactive or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes) listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or substances, materials and wastes which are or become regulated under any Law including, without limitation, any material, waste or substance which is (i) a petroleum product, crude oil or any faction thereof, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251, at seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), (v) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq. (42 U.S.C. Section 6903) or (vi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, at seq. (42 U.S.C. Section 9601), as all of the foregoing may be amended from time to lime. 25. Access to Assigned Location. Licensor may enter andlor inspect the Assigned Location at any time. 26. Liens. Licensee agrees not to suffer any lien or claim to be filed against or attached to the Shopping Center by reason of any work, labor, services, or materials performed at or furnished to the Assigned Location, to Licensee, or to anyone claiming rights through or under Licensee. Nothing in this License shall be construed as a consent on the part of Licensor or subject Licensors estate in the Shopping Center to any lien of liability under the lien laws of the state in which the Shopping Center is located. If Licensee contests the lien or claim, then, to the fullest extent permitted by applicable Law, Licensee shall indemnify Licensor and, if requested, deposit with Licensor a cash or surety bond in a form and with a company satisfactory to Licensor in an amount equal to twice the amount of the contested lien or claim. If Licensee shall fail to cause a lien to be discharged or bonded, within ten (10) days after being notified of the filing of the lien, in addition to any other right or remedy, Licensor may discharge the lien by paying the amount claimed to be due. The amount paid by Licensor, together with interest at the Interest Rate and all costs and expenses, including reasonable attorneys' fees incurred by Licensor, shall be due and payable by Licensee to Licensor as additional rental on the 1 at day of the next following month. Licensee shall immediately give Licensor written notice of the recording of a lien against the Assigned Location or the Shopping Center arising out of work done by or at the direction of Licensee. 27. Confidentiality. Licensee represents and warrants that it shall keep the provisions of this License confidential and shall not disclose the provisions to a third party. Licensee acknowledges that any breach of this Section by Licensee shall cause Licensor irreparable harm and shall be a default of this License without notice or opportunity to cure, and Licensor shall have the right to pursue any and all remedies available to Licensor under this License, in equity or at law. The terns and provisions contained in this Section shall survive the termination of this License. DEAL ID:S0106653 New Hanover County Brookfield Independence Mall BST Properties 28. Connectivity Equipment. Licensee agrees that any high speed communications equipment used to demonstrate Licensee's goods and services ( 'Connectivity Equipment') shall only be utilized by Licensee's internal operations within the Assigned Location, that Licensee shall not permit any other party to utilize the Connectivity Equipment nor shall Licensee lease or license the Connectivity Equipment to any third party or otherwise receive a fee from any third party in connection with the Connectivity Equipment. No radio or television aerials or other receivers and /or equipment, infrared Imnsmitters/receivers, cabling, telecommunications systems (including but not limited to switching, relay, hub or booster systems) other than the Connectivity Equipment shall be erected or placed within the Assigned Location or on the roof or walls (interior or exterior) of the Assigned Location or the Shopping Center without the written consent of Licensor, which may be withheld in Licensors sole discretion. If Licensors consent is not received, anything erected or placed on the roof or elsewhere within the Shopping Center may be removed, without notice, and any damage to the walls or roof or elsewhere within the Shopping Center shall be the responsibility of Licensee. Notwithstanding anything herein to the contrary, Licensee's access to the roof is limited to the maintenance of equipment installed with Licensors approval and inspections for damage to same, and Licensee shall not go on the roof without the prior written approval of Licensor. 29. E- mails; Marketing. Licensee agrees to allow Licensor to email to Licensee, at the email address noted above, any services, resources or special information that Licensor may provide, or any of same services provided by outside providers who have offered such services to Licensees or occupants of the Shopping Center. Additionally, by signing this License, Licensee agrees to give Licensor the right to use photos of the Licensee's Assigned Location and their business in marketing materials provided by Licensor to others 30. Notices. Notices to Licensee may be sent to Licensee's notice address above or delivered to Licensee's employees or agents at the Assigned Location. Notices to Licensor shall be in writing and sent by certified mail or nationally recognized overnight courier service to Licensor at the notice addresses above. Notices or demands shall be deemed to have been given, made or communicated on the date they were delivered or first refused. 31. Representations. If Licensee is or will be a corporation or partnership or limited liability company of any kind, licensee represents that Licensee is a duly incorporated or duly qualified (if foreign) corporation or partnership, as the case may be (including without limitation a limited liability corporation and a limited liability partnership), and is authorized to do business in the stale where the Shopping Center is located (evidence shall be supplied Licensor upon request). Licensee also covenants and represents that the person or persons, partner or member executing this License on behalf of Licensee is authorized to sign and execute this License. 32, Miscellaneous, This License contains all the covenants, promises, agreements, conditions and understandings between Licensor and Licensee. There are no other agreements, either oral or written, between them other than those set forth in this License. If either Licensor or Licensee shall institute any action or proceeding against the other relating to the provisions of this License, then the unsuccessful party in the action or proceeding shall reimburse the successful party for all reasonable expenses and attorneys' fees and disbursements incurred by the successful party. This License shall be governed by, construed, and enforced in accordance with the laws of the state in which the Shopping Center is located. Licensee shall comply with all laws, ordinances, codes, orders and regulations affecting the construction (if any), use, occupancy, alteration, cleanliness, safety and operation of the Assigned Location, which are in force now or later. The failure of Licensor to insist upon strict performance by Licensee of any of the conditions, provisions, rules and regulations, and agreements in this License, or to exercise any option, shall not be deemed a waiver of any of Licensors rights or remedies, and shall not be deemed a waiver. This License shall not confer rights or benefits, including third -party beneficiary rights or benefits, to anyone that is not a named parry to this License, including any individual, corporation, partnership, trust, unincorporated organization, governmental organization or agency or political subdivision. [The remainder of this page is intentionally left blank.] DEAL ID:S0106653 New Hanover County Brookfield BST Properties The parties have executed this License made the day and year first above written. Licensee New Hanover County, NC By fi l�Za -(oG� ��t ✓a� e� Name: r c 1 j��+� Cl I CC U UCi` 0C 1 Tifle Licensor RSE INDEPENDENCE, LLC Date Authdrized Signatory Date Independence Mail If Licensee is a corporation or limited liability company, an authorized officer must sign on behalf of the corporation and indicate the capacity in which he /she is signing. The License must be executed by the president or vice - president, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which event, the bylaws or a certified copy of the resolution, as the case may be, must be attached to this License. PJso, the appropriate corporate seal must be affixed. DEAL ID:S0106653 Exh t b � t- A Schrader, Beth From: Lewis, Helen < helen. lewis @brookfieldpropertiesretail.com> Sent: Thursday, September 13, 2018 7:17 PM Tw. Schrader, Beth Subject insurance information Attachments: Sears-COI information- 9- 13- 18.pdf The Insurance limits should be: General Liability: $1M per occurrence /$3M in the aggregate Workers Compensation: per statutory requirement /$lM per accident or disease whichever is larger Auto: $11V! per occurrence /$lM in the aggregate Additional Insureds are listed on the attached template along with the Certificate Holder. If you need anything else please let me know. Thank you Helen Lewis General Manager I Independence Mall Retail 3500 Oleander Drive, Wilmington, NC 26403 T 910.726.3676 1 M 910.523.1920 helm. lewis @brmkfieldpropertiesretail.com www. brookfieldpropertiesreta il. com Brookfield Properties ✓ in View important disclosures and information about our e-mail policies here . filch 1101 AC d CERTIFICATE OF LIABILITY INSURANCE °Ae13""" THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the eertificaft holder is an ADDITIONAL INSURED, the PONCy(ieS) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, subject to the terms and Conditions of the policy, certain policies may requite an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such andorsemen s . PRODUCER Commercial Lines - (919) 676.8834 USI Insurance Services National, Inc. Son 1083 FAX 877508.0509 NOV. johruicn@usi.com nmv robin: 8540 Colonnade Comer Drive, Sure 111 Raleigh, NC 27615 X X mnity Company IIeUIlelA: Travelers Indemnity Company 58 25658 NaWiFO New Hanover County asuset e: Safety National Casualty Corporation 15105 McMrac: E 1.000.000 230 Government Comer Drive Suite 125-A Wilmington, NC 28403 INalat92 D: E ONURet I: F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD, INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDR'ON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Lne TYPE OF 94O LMM POLICY NUMBER PULIDY users • X COMB =R GBERAI LIABILITY cu MS -MADE � OCCUR X X ZLP15P336'9.6 7!1/2018 7/1/2019 E,ua+oocwelENCE s 1,OOB,am PREMISES 0 E 1.000.000 ME O EXP ane 1 E PERSONAL a ADV NARY E 1,000.000 GE L AGGREGATE LIMIT APPLIES PER POLICY ❑ I� x-1 GENERAL AGOREWTE Is 3,000,000 MOD UCTS- COMPIC -00 1 1 3 ='000 Emgoyee aen is 81,000,000 OTHER: • AUTONOSLEL1%SIUTY X X 8100B1S5758 7/112018 7/12019 1 CO 9IIa 13 u I Is I,aac,000 % ANY AUTO BODILY WM,RY (Per wrMil 1 OWNED AUTOS ONLY AUTO D BODILY NJIMiY (Per aafdpe) s X HIRED % NONIOWNM AUTOS ONLY AUTOS ONLY PROPERTY s 911PO Ded.110.000 1 • tAMELLAU411 % OCCUR X X ZUPISP33703 7/12018 7/12019 EACHOCCURRENCE s +.moAOo x OKCEss Leda CWLl"Ane AGGREGATE E 0,000,000 CED % IRETENTIONI 1x000 B AND ENSATIOR YIN ANVP MICET0WARTNER— ECUTNE IOFRCFRMEMBEREXCLUDED? ❑ MIA X AGC4058768 712018 7112019 X w ER EL EACN ACOaOENT 1,000,000 s EL DISEASE • EA B,IPL E 1,000,000 (Mand.M In NH) DM RIM'. OuMOr P ERA'0N5 aNa EXCess WC El. —EASE -POLICY UNIT Is tp00.000 DESCRIPTION OF DPEMTION/ I LOCATIONS! VEWClf8 (ACORO 101, Adallloml Renelu 9aNedu N, my tie tYtlred a man spur N reRMledl RSE Independence LLC, Rome properties, LLC, Brookfield Properties (R) LLC, all direct and indirect parents and subsidiaries Of muse and owner, any of their affiliated entities, successors and assigns, and any current or future director, officer, employee, partner member, or agent of any of them and any lenders under any financing agreements, tenants of rouse and owner or any party to whom muse Or owner owes obligations under a reciprocal easement agreement are addi8onai insureds as respects general, auto, and excess lalabdity Coverage as required by written contract Waiver of submgation applies in favor of additional insured as respects workers Compensation, general, auto, and excess liability as required by written Contract and where allowed by law. CCH I IrICA I C HULUCH CANCELLATION RSE Independence LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIiAT10N DATE THEREOF, NOTICE WILL BE DELIVERED IN 3500 Oleander Dr ACCORDANCE WITH THE POLICY PROVISIONS. Wilmington, NC 28403 AUTHORIZEDREPRESENTATNE 97 The ACORD name and Iono are maistered marks of ACORD ®1988 -2015 ACORD CORPORATION. All rlahts reserved. ACORD 25 (2016003) New Hanover County Brookfield Independence Mall BST Properties I h � Ct ydU1.e_f Ltd—, &,-b PV-4- -w-, Tit License Agreement Effective Date: 09 114118 Mall Name: Independence Mall Approval date (for Licensor internal purposes only): Deal Type: New 09/2012018 TenantlD:0010c0000201DcSAAU Report Sales Yes Billing (Alt Payee) Address ID: Agreement Type: Inline 365 - 0010c0000201 DcSAAU Deal ID. 50106576 Legal Notice ID: Space # : P007. 0 s.f. OO10c0000201DCSAAU DBA ID: G010c0000201DcNAAU LICENSE AGREEMENT This License Agreement (the "License" or - License Agreement') provides the terms and conditions between Licensor and Licensee for conducting business at the Shopping Center indicated below. Nothing contained in this License shall be considered as in any way constituting a lease, joint venture or partnership between Licensor and Licensee. Licensee agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of the Shopping Center. SHOPPING CENTER INFORMATION Independence Mall 3500 Oleander Dr Phone: Wilmington, North Carolina, 29403 Fax LICENSOR NAME AND PAYMENT ADDRESS All payments under this License shall be made payable to Licensor at the payment address below: RSEINDEPENDENCE,LLC PO Box 860575 Phone: Minneapolis, Minnesota, 55486 -0575 Fax: LICENSOR NOTICE ADDRESS Independence Mall 3500 Oleander or Phone. Wilmington, North Carolina, 28403 Fax: LICENSEE /LEGAL ENTITY AND NOTICE ADDRESS Licensee Legal Entity New Hanover County, NC FEIN /SSN: —0324 & Address. 230 Government Center Drive Suite 195 Wilmington North Carolina, 28403 Licensee Billing (Alt Payee) Address: New Hanover County 230 Government Center Drive Suite 195 Wilmington North Carolina, 28403 Licensee Notice Address: New Hanover County 230 Government Center Drive Suite 195, Wilmington North Carolina, 28403 DBA(Trade) Name: New Hanover County Primary Contact: Beth Schrader Phone 1 910. 798 -7491 Phone 2 Fax Email The undersigned hereby grants Licensor permission to confirm that the Federal Employer Identification Number (FEIN) provided is (1) a valid FEIN assigned to the entity offering it; and 2) matches the address provided by the entity offering the FEIN. DEAL ID:S0106576 New Hanover County Brookfield Independence Mall BST Properties In consideration of the mutual promises and obligations contained in this License, the parties agree: 1. License Grant; Use. Licensor grants to Licensee a non - exclusive License, which is non - transferable by Licensee, freely transferable by Licensor, and revocable at will and without cause by only Licensor, for the sole purpose of conducting the following business activities: For the use of the space to serve as an emergency response headquarters to be utilized by Point of distribution workers, urban search and rescue, chain saw crews, law enforcement personnel, first responders, utility recovery workers, and any and all related. agency personnel. As circumstances warrant the remainder of the first floor square footage will be transitioned to a recovery center for collection and distribution for multiple local agencies. (the "Use ") and for no other activity or purpose whatsoever in a location (the "Assigned Location ") shown on the plan attached hereto as Exhibit "A" attached to and made part of this License. No additional items or services may be added to this Use clause or sold by Licensee without the prior written approval of Licensor, which approval may be granted or withheld in Licensors sole discretion. Licensee acknowledges that no exclusive rights or use has been granted or given to it by Licensor or Licensors agent or employee. 2. Tenn; Assigned Location; Additional Comments. A. Licensee shall be permitted to conduct the Use in the Assigned Location during the following tens (the "Term'): starling upon the date (the "Commencement Date ") that is the earlier of: (a) the date Licensee opens for business to the public and (b) 09114/2018 and ending on 11114/2018 (the 'Expiration Date'). License Fees (as defined below) shall begin to accrue on the Commencement Date. If the Commencement Date falls on a day other than the first (1 --) day of the month, the monthly Licensee Fee shall be prorated accordingly. Licensor shall not be liable for any inability to deliver possession of the Assigned Location to Licensee for any reason, nor for any delay or cessation of Licensee's business in the Assigned Location, and Licensee hereby waives all such liability (including any such statutory rights therefor). Notwithstanding anything herein to the contrary, this License may be revoked before the stated Expiration Date by Licensor, at will and without cause, effective upon personal delivery of 5 days' prior written notice of revocation to Licensee. The License shall terminate upon the date set forth in such notice Any changes by Licensee to either the notice address or contact information set forth above must be given to the Shopping Center Management Office not less than five (5) days prior to the actual change. In the event Licensor is not given notice as set forth above, Licensee agrees to pay to Licensor an additonal license fee of $200 to defray Licensors costs and expenses associated with not being notified of such change(s). Notwithstanding anything in this License Agreement to the contrary, Licensor may relocate the Assigned Location for any reasons upon 5 days' prior written notice to Licensee (except in the case of emergency, when such relocation may occur without notice), and upon two (2) days' prior written notice in the event of construction or renovations at the Shopping Center B. Space Comments: Licensee is allowed to occupy the former Sear Building ANC2. During the period 9114 -9/24 Licensee will occupy 50,OOOSF and from 9/15 -11/14 Licensee will occupy 100,000 SF and the corresponding parking lot parcel within the ring road. C. Additional Comments: Exhibit A and Exhibit B supersede all Insurance requirements contained herein 119. 3. Trade Name. Licensee shall not change the Trade Name. Licensee represents and warrants to Licensor that it has the right to use the Trade Name at the Assigned Location. 4. Fees. A. Licensee shall pay Licensor the Fees (as hereinafter defined) set forth below, without notice or demand, at the payment address shown above, or such other payment location as Licensor may specify. Licensee shall pay the Fees by certified check, or money order or other manner as may be approved in advance, in writing, by Licensor. Licensor shall not accept cash or personal or business checks. B. License Fee: Licensee shall pay the License Fee in the following amount: License Fee for the Term: $ 184.999.98 (Total Fee) $ 84,999.98 per month payments due on the 14th of each month from 09114/18 and ending 09130/18: $ 0.00 per month payments due on the tat of each month from 10101/18 and ending 10113118. $ 100,000.00 per month payments due on the 14th of each month from 10114118 and ending 10/31118. $ 0.00 per month payments due on the of each month from 11101/18 and ending 11114118. DEAL I0:S0106576 New Hanover County Brookfield Independence Mall BST Properties Breakdown of License Fee (for reference only): Base License Fee: $ 164,999.98 184,999.98 per month payments due on the 14th of each month from 09/14118 and ending 09/30118 $ 0.00 per month payments due on the tat of each month from 10101 /18 and ending 10113118 $100,000. 00 per month payments due on the 14th of each month from 10114118 and ending 10/31118 S 0.00 per month payments due on the of each month from 11101/18 and ending 11114/18 Additional License Fees: $ 0.00 Utilities (Bill to Utilities): $ 0.00 C. Percentage Fee: D. Payment Comments: Tenant responsible for any and all utilities for the location. Trash removal is also the responsibility of the Licensee. Rent Calculated as follows: 09/14 -09/24 $50,000 /mo - prorated rent $18,333.33 09125 -11114 $100,000lmo for additional square footage 9125-9/30 prorated rent $19,999.9910101 - 10114 prorated rent $46,666.6610114.11114 full month rent at $100,000.00 5. Construction; Alterations. Licensee is responsible for design, build -out and installation of a storefront sign, as well as a cosmetic remodel of the Assigned Location. Storefront signage, layout, all plans, materials, paint colors and store fixtures must follow Licensors design and construction criteria and must be presented to and approved by Licensor prior to commencement of any work by Licensee in the Assigned Location. In addition, Licensee shall not be allowed to open for business in the Assigned Location until storefront signage (or kiosk or RMU signage, as the case may be) is approved by Licensor and installed by Licensee. Licensee shall follow the visual merchandising directives given to it by Licensor and change the visual merchandising from time to time upon and in accordance with Licensors request. 6. Security Deposit. A. Concurrent with Licensee's execution of this License, Licensee shall deliver a security deposit of (the "Security Deposit") to Licensors Managing Agent or to the payment address specified on page 1 for the faithful performance and observance by Licensee of the terms, covenants and conditions of this License. The Security Deposit shall be held by Licensor pending the full completion of this License and Licensee's full performance under this License. Licensee acknowledges that if Licensee fails to fulfill any of its obligations under this License, Licensor may use the Security Deposit to satisfy any or all of the Fees due and to remunerate others for returns of merchandise or to rectify complaints made by customers of Licensee. The Security Deposit, or balance thereof, shall be returned to Licensee 90 days (30 days for California) after the later of (i) expiration or termination of this License and (ll) the date Licensee vacates the Assigned Location. Licensors obligation to return the Security Deposit, or balance thereof, shall be met by delivering payment to Licensee's Notice Address. In the event Licensee enters into a renewal License, Licensee agrees that Licensor may retain this Security Deposit for use as a security deposit for the new License. Any refund of the Security Deposit may be made, at Licensors option, by a check from Licensor or via a credit to Licensee's credit card B. Carryover Deposit (if applicable): 7. Late Payments. If Licensee shall fail to make any payment to Licensor when due, Licensee shall pay Licensor a late charge of $100.00 per day, as liquidated damages, in addition to and not in lieu of Licensors other remedies, for as long as such failure continues. In addition, from the due date until paid by Licensee, Licensee shall pay Licensor interest on any overdue amount at the rate of 4% above the Prime Rate (as defined below), not to exceed the maximum interest rate allowed by law in the state the Shopping Center is located. The "Prime Rate" shall mean the prime rate as published in the Wall Street Journal or any successor publication. S. Sales Statements; Books and Records. Licensee shall deliver to Licensor a monthly, written, signed statement of all Gross Sales with sales verification. "Gross Sales" shall mean the entire amount of: (1) the sale price of all goods and merchandise sold, leased or charged, (it) full charges for all services, and (iii) all other receipts by Licensee within the Shopping Center. Licensee shall deliver the monthly report to Licensor by 12:00 p.m. on the fifth (5") day of the succeeding month. If the lens of this License is less than one month. Licensee shall deliver to Licensor a written statement of all Gross Sales with sales verification signed by Licensee on the last day on which Licensee conducts its business in the Assigned Location. If Licensee does not deliver the report on lime, Licensee shall pay Licensor immediately upon request $50.00 as liquidated damages, in addition to and not in lieu of Licensor's other remedies. Licensee shall prepare accurate books of account and records of its Gross Sales in accordance with generally accepted accounting principles. Licensee shall keep such books and records at Licensee's Notice Address. Licensee's books and records shall be subject to examination and audit, at will and without notice, by Licensor If there is a deficiency in the Percentage Fee payable to Licensor, Licensee shall immediately pay Licensor the additional Percentage Fee owed Licensor and also pay the cost of the examination or audit. DEAL ID:SO106576 New Hanover County Brookfield Independence Mall BST Properties 9. Insurance. Unless dictated otherwise by state law, Licensee shall carry at least each of the following coverages with limits that are the greater of Licensee's policy limits and the requirements set forth in "Exhibit B ': (i) workers compensation insurance and employer's liability insurance (in monopolistic states, Stop Gap coverage will be maintained in lieu of employers liability); (ii) commercial general liability insurance written on an occurrence basis using form CG 00 01 or its equivalent, and containing a 'per location' aggregate limit, including coverage for premises, products, completed operations coverage, and contractual liability coverage for this agreement as an 'insured contract' without limitation; for bodily injury (including death), personal injury, and properly damage; and (Iii) commercial automobile liability insurance covering owned, non - owned, hired or leased vehicles. The coverage limits of liability as required in "Exhibit B" may be provided by any combination of primary and umbrella or excess policies provided that such umbrella or excess policies shall be no less broad than the underlying policies, shall have the same inception and expiration dates as the underlying coverage and shall include a'drop-down' provision should the limits of the underlying program be eroded. in addition, Licensee must provide property coverage under a special perils 'all risk' forth on a'replacement cost" basis for their owned property and properly in their care or custody or control and waive all their rights of subrogation to owners and manager for any property loss. With the exception of workers' compensation, Licensee's policies shall name Licensor, Brookfield Properties (R) LLC, Rouse Properties LLC, and each of their respective managers, employees, agents, contractors, parents, subsidiaries and affiliates as ( "Additional Insureds ") on a primary basis without contribution of any other insurance available to the Additional Insureds. All policies shall include a waiver of rights of subrogation in favor of the Additional Insureds. All of Licensee's insurance policies required hereunder shall contain a provision that Licensor shall be given a minimum of 30 days' written notice by the insurance company prior to cancellation, termination or change in such insurance. Licensee shall deposit certificates showing such coverage with Licensor prior to the earlier of the commencement of business or operations by Licensee anywhere in or around the Shopping Center or the Commencement Date. All such insurance carriers shall be rated A -VIII or better by A.M. Best and shall be authorized to do business in the state in which the Shopping Center is located. 10. Hold Harmless. Starting on the dale Licensee first commences the business in the Assigned Location and /or any operations under this License and except as otherwise provided in Section 10, to the fullest extent permitted by law, Licensee shall indemnify and hold Licensor, Brookfield Properties (R) LLC, Rouse Properties LLC, and each of their respective managers, partners, members, employees, agents, contractors, parents, subsidiaries and affiliates harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons resulting or occurring by reason of the Licensee's activities under this License, or in any way connected with, the operation of the Business, or otherwise arising From this License or Licensee's activities hereunder, including all costs, expenses and attorney's fees. Licensee shall also indemnify Licensor for all costs, expenses and attorney's fees incurred by Licensor to enforce this indemnity. This indemnification shall survive expiration or earlier termination of this agreement and shell not be limited by the insurance required hereunder. 11. Waiver. Licensor shall not be responsible or liable for, and Licensee hereby expressly waives, any and all claims against Licensor for injury to persons or damage to Licensee's property, regardless of the cause. Licensee's property located anywhere in the Shopping Center shall be there at Licensee's sole risk. Licensor, its agents, independent contractors and employees shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee's business or damage to persons or property sustained by Licensee or any person claiming by, through or under Licensee resulting from any accident or occurrence anywhere in, on or about the Shopping Center, including, without limitation, claims for loss, theft or damage resulting from: (1) equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind or weather, (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air - conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water; (viii) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Shopping Center; (ix) the falling of any fixture, plaster. tile, stucco or other material; (x) any act, omission or negligence of other licensees or any other persons or occupants of the Shopping Center or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi - public work; or (xi) any other cause of any nature. To the maximum extent permitted by law, Licensee agrees to operate its business within the Assigned Location and use any area, part or portion of the Shopping Center to the extent permitted by this License, at Licensee's own risk. 12. Default. Each of the following shall be an "Event of Default" hereunder: (a) fails to perform any of the monetary terms, conditions or covenants of this License after five (5) days' written notice; (b) fails to perform any other terns, conditions or covenants of this License (other than items (a) and (d) herein, after ten (10) days' written notice; (c) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee's property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement; (d) ceases or fails to operate its business in the Assigned Location either temporarily or permanently after five (5) days' written notice, or (e) falls to perform any of the terns, conditions or covenants of any other license agreement in any other shopping center owned (in whale or part) or managed by Licensor or any partner of Licensor, including any parent, subsidiary, affiliate or successor in interest thereof after five (5) days' written notice. If an Event of Default shall occur, Licensor, besides having the right to immediately revoke this License without serving additional notice to Licensee, shall, subject to applicable state law, have the immediate right to remove Licensee and any persons claiming rights under Licensee and their property from the Shopping Center, lock and bar Licensee and ail persons claiming rights under Licensee from doing business in the Shopping Center, and all other remedies available to Licensor at law and in equity, including but not limited to the recovery of ail Fees and other sums payable to Licensor under this License. Licensor shall not be responsible for loss or damage to, and /or theft of Licensee's property during or subsequent to such removal from Assigned Location. All rights and remedies of Licensor herein or at law are cumulative. Licensee expressly waives any right or defense it may have to claim a merger, and neither the commencement of an action or proceeding nor the settlement of, or entering of judgment for any action or proceeding shall bar Licensor from bringing subsequent actions or proceedings, based upon other of subsequently accruing claims. or based upon claims or events which have previously accrued and not been resolved in any prior action, proceeding or settlement. The parties waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other, regardless of whether such action, proceeding or counterclaim is related to a default under this License Agreement. 13. Assignment; Sublicensing. Licensee shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this License or any interest therein, without Licensors prior written approval, which may be withheld in Licensors sole and absolute discretion. DEAL ID:S0106576 New Hanover County Brookfield Independence Mall BST Properties 14. Liability of Licensor. Licensor shall have no personal liability with respect to this License. If a breach by Licensor occurs, Licensee shall look solely to the interest of Licensor in the Shopping Center for the satisfaction of Licensee's remedies. Judgments rendered against Licensor shall be satisfied solely out of the proceeds of the sale of licensors interest in the Shopping Center which have been actually received by Licensor. 15. Subordination. Licensor is or may be a party to certain documents, as amended from time to time, with a mortgagee, ground lessor or beneficiary of Licensor, anchor tenants, mall tenants and others. This License is subject and subordinate to all the provisions In those documents, as they may be amended from time to time. 16. Relocation. Licensee's rights under this License shall be at all times subject to the rights of the Licensor In and to the Shopping Center. Said rights of Licensor include, without limitation, the right of Licensor to relocate the Assigned Location for any reason, upon 5 days' prior written notice to Licensee; provided, however, that Licensor may relocate the Assigned Location upon two (2) days' prior written notice in the event of construction or renovators at the Shopping Center and without notice in the case of emergency. 17. Construction. Licensee has inspected the Assigned Location, and accepts it "as is' with no representation or warranty by Licensor regarding the condition of the Assigned Location or Its suitability for Licensee's business. Licensor has no obligation to repair any part of the Assigned Location unless the obligation is set forth in this License. All costs and expenses (including permits or licenses) attributable to any construction by Licensee shall be bome by Licensee. Licensee shall not commence any construction in the Shopping Center prior to the execution of this License or without first obtaining Licensor's approval of the location and design. Design criteria for construction under this License are as follows: a. If the Assigned Location is a kiosk, the kiosk structure shall be limited to counter units with no overhead obstructions that inhibit the visibility of any mall tenant or business activity in the Shopping Center. Counter units shall not exceed 5' -0" in height. b. If the Assigned Location is a kiosk, the kiosk structure, if located in an open floor area, shall not be anchored into the floor or other part of the Shopping Center structure. Common area width of 10' -0" minimum shall be maintained on all sides of the klosk, subject to traffic flow. c. If the Assigned Location is a kiosk, water service, special HVAC Systems and Fire Sprinkler Protection are not available. HVAC and fire protection systems shall be that which is provided to common areas in the Shopping Center. d. Design criteria for signing, construction, finish materials, special equipment and, if the Assigned Location is a kiosk, kiosk size shall be evaluated specifically for each Licensee. Licensee shall submit plans and specifications for Licensor's review and approval prior to commencement of construction. Pictures of existing units should be provided. e. Licensee shall prepare its plans and perform all work to comply with governing statutes, ordinances, regulations, codes, rules, regulations and requirements of local governing authorities and insurance rating boards (collectively, 'Laws') and apply for and obtain all necessary permits. Licensors approval of Licensee's plans shall not relieve Licensee of its obligation to complete all work in accordance with the License, nor does Licensors approval relieve Licensee from complying with Laws, nor can Licensor's approval be relied upon by Licensee as verification of the sufficiency of the plans and specifications for any purpose or for compliance with any Laws. Certificates of occupancy and waivers of lien from Licensee's contractors, subcontractors and material men shall be filed with Licensor upon completion of work. f. If the Assigned Location is a kiosk, set up and tear down of kiosks must take place when the Shopping Center is not open for business, unless Licensor has agreed with Licensee otherwise in writing. g. All alterations, additions and improvements to the Assigned Location shall become the property of Licensor upon completion. 18. Permits; Restricted Uses. If there are any licenses, authorizations or permits required by any governmental agency or authority for the activity permitted under this License, Licensee shall be responsible for obtaining them. Licensee shall not conduct any unlawful activities in or upon any part of the Shopping Center or any part thereof. The consumption or sale of alcoholic beverages in, at or from the Assigned Location shall not be permitted. The sale or marketing of any unlawful goods or services is also prohibited, including the sale or marketing of counterfeit goods or goods or services that otherwise infringe another's intellectual property, including, without limitation, copyrights, trademarks, and trade dress. 19. Utilities; Garbage Collection and Fees. This Section 19 shall only apply if the Assigned Location is an in -line location. A. Licensee shall be responsible for all costs and expenses related to the consumption of utilities (as hereinafter defined) at the Assigned Location. Upon Licensors option, Licensee can be billed directly by the designated utility provider or be billed by Licensor for such use Licensee shall pay for all utilities used in the Assigned Location from and after the Commencement Date, whether billed to Licensee by Licensor or directly by the designated utility provider. If a separate meter is provided for utilities, it shall be at Licensee's expense. Licensor shall not be liable to Licensee in damages or otherwise, if the utilities or heating and air conditioning services are interrupted or terminated for any cause. Licensor may elect not to or to discontinue furnishing any utilities or services at any time to the Assigned Location for any reason. In such instance, Licensee shall obtain its own utilities or services for the Assigned Location. If applicable, Licensor has caused or shall cause the necessary mains, conduits and other facilities to be provided to make available, as applicable, water, sewer and electricity (collectively, the "utilities" or individually a "utility "), to the Assigned Location. If Licensee shall require natural gas for its normal operation, the natural gas utility service shall be available from the local gas company through the mains located in designated areas. All gas work beyond those points shell be arranged for and completed by Licensee at Licensee's expense, and such work is subject to the prior, written approval of Licensor, which approval may be granted or withheld in Licensors sole discretion. The parties understand that local gas supplies may be limited, and availability of sufficient gas to service the Assigned Location shall be Licensee's sole responsibility. Licensor shall cause or has caused the necessary facilities to make DEAL I0:S0106576 New Hanover County Brookfield Independence Mall BST Properties available a standard phone and telecommunications system to the Assigned Location. Licensee agrees to only use and pay for such phone and telecommunications system provided by Licensor at the Assigned Location. If the Assigned Location is an in -line location, Licensor has caused or shall cause to be made available to the Assigned Location a heating and air conditioning system. Licensee agrees to use and pay for the use of such system, which shall be deemed a utility hereunder, in the manner prescribed by Licensor. B. Licensee agrees that garbage and refuse shall be kept in an adequate container so as not to be visible to the public, within the Assigned Location, for collection at reasonable times specified by Licensor and at Licensee's cast. Licensor, or a contractor selected by Licensor, at its option, may purchase or lease a garbage compactor for the use of occupants of the Shopping Center. If Licensor, or a contractor selected by Licensor, purchases or leases said garbage compactor for the use of occupants in the Shopping Center, then Licensee agrees to use the same for the disposal of its garbage and refuse to the exclusion of all other garbage collection companies. Licensee shall pay monthly, in advance, the charges therefor, based upon Licensors, or a contractor selected by Licensor, reasonable estimate of the amount of the refuse and garbage generated and the frequency of use by Licensee. Licensee shall cause its garbage and refuse to be taken to such garbage compactor within the Shopping Center; and it is understood and agreed that Licensee's monthly charge as aforementioned will not include pick -up service. The aforementioned monthly charge as estimated by Licensor, or a contractor selected by Licensor, shall be adjusted from time to time based upon the garbage generated by Licensee and/or changes in rates for refuse collection. Licensee shall store soiled or dirty linen in approved fire rating organization metal containers with self-dosing fusible link covers. In addition to the foregoing, Licensor may cause the removal of all debris. rubbish, material and equipment during the performance of alterations pursuant to Sections 5 or 17 hereof and charge the cost thereof to Licensee. Licensee shall pay Licensor such charge within ten (10) days of billing. 20. Rules and Regulations. Licensee shall observe ail rules and regulations which Licensor may promulgate from time to time in Licensors sole discretion, including, but not limited to, the following: (a) Licensee shall conduct its business in the Assigned Location in a careful, safe and proper manner and shall keep the Assigned Location and the area around the Assigned Location in a dean and safe condition in accordance with this License. Laws, and the directions of the manager of the Shopping Center and public safety officers; (b) all signage located in, upon, and about the Assigned Location must be approved by Licensor, in Licensors sole discretion, prior to installation or placement thereof; (c) all signs, placards, banners, pennants and other advertising matter shall be prepared in a professional manner, (d) Licensee shall display a sign depicting its approved Trade Name; (e) Licensee shall not display merchandise on or outside the boundaries of the Assigned Location; (0 if the Assigned Location Is a kiosk, cart or retail merchandise unit "RMU', all merchandise must be displayed only on the kiosk, cart or RMU and not on the floor or adjacent to the kiosk, cart or RMU; (g) for kiosks, carts, and RMUs, Licensor reserves the right to require Licensee to re-design its merchandise area upon twenty four (24) hours' advance notice at Licensee's sole cost and expense; (h) for in -line spaces, Licensor reserves the right to require Licensee to re- design its merchandise area upon five (5) days' advance notice at Licensee's sole cost and expense; (1) if Licensee shall Fail to operate its business during the days and hours set forth herein, in addition to any other remedy available to Licensor under this License Agreement or by law, Licensee shall pay to Licensor as limited damages for such breach a sum equal to $50 for each hour or portion thereof during which Licensee shall fail to operate; (j) the outside areas around and immediately adjoining the Assigned Location shall be kept clear at all times by Licensee, and Licensee shall not place or permit any obstructions, garbage, refuse, merchandise or displays in such areas; (k) all loading and unloading of goods shall be done only at such times, in the areas and through the entrances designated for that purpose by Licensor; (1) all garbage and refuse shall be kept in the kind of container specified by Licensor, and shall be placed and prepared for collection in the manner and at the times and places specified by Licensor, (m) no loudspeakers, televisions, phonographs, radios, flashing lights or other devices shall be used unless speciflrally approved by Licensor, which approval may be withdrawn in the sole and absolute discretion of Licensor upon written notice to Licensee; (n) there shall be no auction, fire, bankruptcy or selling -out sale by Licensee; (o) Licensee shall not carry on any trade or occupation or operate any instrument or equipment which emits any odor or causes any noise discernible to mall tenants, invitees of the Shopping Center or other licensees; (p) Licensee shall not distribute any handbills or other advertising matter in the Shopping Center or on automobiles parked in the parking areas of the Shopping Center; (q) Licensee and Licensee's employees shall not park their cars in those portions of the parking area designated for customer parking by Licensor; (r) if Licensee or Licensee's employees park in portions of the parking area designated for customer parking. Licensor may, in addition to its other remedies, have the car removed at Licensee's expense; and (s) while conducting business in the Shopping Center. Licensee and Licensee's employees and agents shall not wearjeans, t -shirts or flip -flops and shall maintain a neat and appropriate appearance. Licensor shall have all remedies provided under this License Agreement for the breach of any of the provisions of the Section 20. Licensee agrees to pay to Licensor, upon demand, in addition to and not in lieu of Licensor's other remedies, One Hundred Fifty Dollars ($150) per day, for each day or partial day, per violation of any of the rules and regulations herein. Licensor and Licensee agree that this amount is not a penalty, and is intended to compensate Licensor for losses, damages and costs not contemplated under this License Agreement, the exact amount of which is extremely impractical to determine. The parties agree that such per them amount are liquidated damages, represent a reasonable estimate of Licensor's costs and expenses, and are fair compensation to Licensor for the loss suffered by Licensor. Licensor shall have the right to grant variances of the rules and regulations and shall enforce the rules and regulations at its sole discretion without waiving any of its rights and remedies hereunder. Licensor's failure to enforce the rules and regulations shall not constitute a waiver of Licensee's default under this License Agreement. 21. End of Term; Holding Over, This License Agreement shall expire without further notice on the Expiration Date Licensee shall at the expiration or revocation of this License remove its goods and effects, repair damage caused by such removal and peaceably yield up the Assigned Location clean and in good order, repair and condition, and Licensee shall be responsible for repairing any damage caused during Licensee's occupancy of the Assigned Location. Personal property of Licensee not removed within 48 hours shall become property of Licensor, at Licensors option. Any holding over by Licensee after expiration of the Tenn hereof shall not constitute a renewal or extension of the License Agreement or give Licensee any rights in or to the Assigned Location except as expressly provided in this License Agreement. Any holding over after such expiration with the express written consent of Licensor shall be construed to be a license from day to day on the same terms and conditions herein specified except that the License Fee shall be an amount equal to the License Fee payable during each day of the last full calendar month of the term hereof. Any holding over without the Licensor's written consent (including any such holdover where the Licensee claims that the Licensor has given oral consent, has consented by conduct, has waived its right to withhold consent, or is estopped from withholding consent) shall constitute only a license at sufferance, terminable by Licensor immediately on delivery of written notice, and during such unconsented holdover, Licensee shall be obligated to pay Licensor a License Fee equal to one fifteenth (1115th) of the License Fee payable during the last full calendar month of the Tenn. DEAL ID:S0106576 New Hanover County Brookfield Independence Mall BST Properties 22. Laws and Ordinances. Licensee shall not harm the Shopping Center or any part thereof, commit waste, create nuisance, make any use of the Shopping Center which is offensive in Licensors sole opinion, nor do any act which would, in Licensors sole opinion, tend to injure the reputation of the Shopping Center. Licensee shall not make alterations or additions, nor permit the making of holes in the Shopping Center's walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about the Shopping Center, without the prior written consent of Ucensor. Licensee shall comply with all laws, ordinances, orders and regulations affecting its business in the Assigned Location and this License. 23. Conduct of Business; Maintenance of Assigned Location. Licensee shall operate its business at the Assigned Location and remain open to the public at all times designated by Licensor. Licensee shall operate its business at the Assigned Location in a first class manner, continuously and uninterruptedly while this License is in effect. Licensee shall maintain, at its sole cost and expense, the Assigned Location in good condition and make all necessary replacements and repairs to the Assigned Location. In addition to all other remedies of Licensor, if Licensee does not complete its obligations to repair and maintain the Assigned Location or Licensor, in the exercise of its sole discretion, determines that repair or replacement of any portion of the Assigned Location or the Shopping Center is necessary by reason of any act, omission or negligence of Licensee, its agents, employees, guests or customers, then in any such event, Licensor may make, but shall not be obligated to make, such repairs without liability to Licensee for any loss or damage that may accrue to Licensee, its merchandise, fixtures, or other property or to Licensee's business by reason of such repair. Upon completion of any such repair, Licensee shall pay upon demand, as an additional License Fee, Licensors costs for making the repairs together with Licensors administrative costs related thereto, which amount shall equal 1.5 times the total cost of the repair. 24. Hazardous Materials. Licensee shall not cause any hazardous material to be brought upon, stored, kept, used or discharged on or about any part of the Shopping Center. Licensee shall notify Licensor immediately of the presence of or disposal of Hazardous Material on or near the Assigned Location, and of any notice by a party alleging the presence of Hazardous Material on or near the Assigned Location. If Licensee, or is agents, employees or contractors, in any way breaches the obligations in the preceding sentence; or if the presence of Hazardous Material on the Shopping Center caused or permitted by Licensee results in the release or threatened release of Hazardous Material on, from or under the Shopping Center; or if the presence on, from or under the Shopping Center of Hazardous Material otherwise arises out of the operation of Licensee's business then, without limitation of any other rights or remedies available to Licensor under this License or at law or in equity and to the fullest extent permitted by applicable Law. Licensee shall indemnify, defend, protect and hold harmless Licensor (and Licensors parents, subsidiaries. affiliates, employees, partners, agents, mortgagees or successors to Licensors Interest in the Assigned Location) (collectively 'Indemnity') from any and all claims, sums paid in settlement of claims, judgments, damages, clean -up costs, penalties, fines, costs, liabilities, losses or expenses (including, without limitation, attorneys', consultants' and experts' fees and any fees by Licensor to enforce the Indemnity) which arise during or after the Term as a result of Licensee's breach of the obligations or the release or contamination of the Shopping Center, including, without limitation: diminution in value of the Shopping Center; damages for the loss of, or the restriction on the use of, rentable or usable space or any amenity of the Shopping Center; damages arising from any adverse impact on the sale or lease of the Shopping Center, and damage and diminution in value to the Shopping Center or other properties, whether owned by Licensor or by 3rd parties. This Indemnity includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean -up, remedial, removal or restoration work required by any governmental authority because of Hazardous Material present in the soil or groundwater on, under or originating from the Shopping Center. Without limiting the foregoing, if the presence of Hazardous Material on the Shopping Center caused or permitted by Licensee results in the contamination, release or threatened release of Hazardous Material on, from or under the Shopping Center or other properties, Licensee shall promptly take all actions at its sole cost and expense which are necessary to return the Shopping Center and other properties to the condition existing prior to the introduction of the Hazardous Material; provided that Licensors written approval of the actions shall be obtained first (which approval shall not be unreasonably withheld and so long as such actions do not have or would not potentially have any material, adverse long -term or short-term effect on Licensor or on the Shopping Center or other properties). This Indemnity shall survive the Expiration Date or earlier termination of this License and shall survive any transfer of Licensors interest in the Shopping Center. 'Hazardous Material' means any hazardous, radioactive or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes) listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or substances, materials and wastes which are or become regulated under any Law including, without limitation, any material, waste or substance which is (i) a petroleum product, crude oil or any faction thereof, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a'hazardous substance" pursuant to Section 311 of the Clean Water Act. 33 V.S.C. Section 1251, at seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), (v) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq. (42 U.S.C. Section 6903) or (vi) defined as a "hazardous substance' pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, at seq. (42 U.S.C. Section 9601), as all of the foregoing may be amended from time to time. 25. Access to Assigned Location. Licensor may enter and/or inspect the Assigned Location at any lime. 26. Liens. Licensee agrees not to suffer any lien or claim to be filed against or attached to the Shopping Center by reason of any work, labor, services, or materials performed at or furnished to the Assigned Location, to Licensee, or to anyone claiming rights through or under Licensee. Nothing in this License shall be construed as a consent on the part of Licensor or subject Licensors estate in the Shopping Center to any lien of liability under the lien laws of the state in which the Shopping Center is located. If Licensee contests the lien or claim, then, to the fullest extent permitted by applicable Law, Licensee shall indemnify Licensor and, if requested, deposit with Licensor a cash or surety bond in a form and with a company satisfactory to Licensor in an amount equal to twice the amount of the contested lien or claim. If Licensee shall fail to cause a lien to be discharged or bonded, within ten (10) days after being notified of the filing of the lien, in addition to any other right or remedy, Licensor may discharge the lien by paying the amount claimed to be due. The amount paid by Licensor, together with interest at the Interest Rate and all costs and expenses, including reasonable attorneys' fees incurred by Licensor, shall be due and payable by Licensee to Licensor as additional rental on the list day of the next following month. Licensee shall immediately give Licensor written notice of the recording of a lien against the Assigned Location or the Shopping Center arising out of work done by or at the direction of Licensee. DEAL I0:S0106576 New Hanover County Brookfield Independence Mall BST Properties 27. Confidentiality. Licensee represents and warrants that it shall keep the provisions of this License confidential and shall not disclose the provisions to a third party. Licensee acknowledges that any breach of this Section by Licensee shall cause Licensor irreparable harm and shall be a default of this License without notice or opportunity to cure, and Licensor shall have the right to pursue any and all remedies available to Licensor under this License, in equity or at law. The terns and provisions contained in this Section shall survive the termination of this License. 28. Connectivity Equipment. Licensee agrees that any high speed communications equipment used to demonstrate Licensee's goods and services ( "Connectivity Equipment ") shall only be utilized by Licensee's internal operations within the Assigned Location, that Licensee shall not permit any other party to utilize the Connectivity Equipment nor shall Licensee lease or license the Connectivity Equipment to any third party or otherwise receive a fee from any third party In connection with the Connectivity Equipment. No radio or television aerials or other receivers and/or equipment, infrared transmitters/receivers, cabling, telecommunications systems (including but not limited to switching, relay, hub or booster systems) other than the Connectivity Equipment shall be erected or placed within the Assigned Location or on the roof or walls (interior or exterior) of the Assigned Location or the Shopping Center without the written consent of Licensor, which may be withheld In Licensors sole discretion. If Licensors consent is not received, anything erected or placed on the roof or elsewhere within the Shopping Center may be removed, without notice, and any damage to the walls or roof or elsewhere within the Shopping Center shall be the responsibility of Licensee_ Notwithstanding anything herein to the contrary, Licensee's access to the roof is limited to the maintenance of equipment installed with Licensor's approval and inspections for damage to same, and Licensee shall not go on the roof without the prior written approval of Licensor 29. E- mails; Marketing. Licensee agrees to allow Licensor to email to Licensee, at the email address noted above, any services, resources or special information that Licensor may provide, or any of same services provided by outside providers who have offered such services to Licensees or occupants of the Shopping Center. Additionally, by signing this License, Licensee agrees to give Licensor the right to use photos of the Licensee's Assigned Location and their business in marketing materials provided by Licensor to others 30. Notices. Notices to Licensee may be sent to Licensee's notice address above or delivered to Licensee's employees or agents at the Assigned Location. Notices to Licensor shall be in writing and sent by certified mail or nationally recognized overnight courier service to Licensor at the notice addresses above. Notices or demands shall be deemed to have been given, made or communicated on the date they were delivered or first refused. 31. Representations, If Licensee is or will be a corporation or partnership or limited liability company of any kind, Licensee represents that Licensee is a duly incorporated or duly qualified (if foreign) corporation or partnership, as the case may be (including without limitation a limited liability corporation and a limited liability partnership), and is authorized to do business in the state where the Shopping Center is located (evidence shall be supplied Licensor upon request). Licensee also covenants and represents that the person or persons, partner or member executing this License on behalf of Licensee is authorized to sign and execute this License. 32. Miscellaneous. This License contains all the covenants, promises, agreements, conditions and understandings between Licensor and Licensee. There are no other agreements, either oral or written, between them other than those set forth in this License. If either Licensor or Licensee shall institute any action or proceeding against the other relating to the provisions of this License, then the unsuccessful party in the action or proceeding shall reimburse the successful party for all reasonable expenses and attorneys' fees and disbursements incurred by the successful party. This License shall be governed by, construed, and enforced in accordance with the laws of the state in which the Shopping Center is located. Licensee shall comply with all laws, ordinances, codes, orders and regulations affecting the construction (if any), use, occupancy, alteration, cleanliness, safety and operation of the Assigned Location, which are in force now or later. The failure of Licensor to insist upon strict performance by Licensee of any of the conditions, provisions, rules and regulations, and agreements in this License, or to exercise any option, shall not be deemed a waiver of any of Licensors rights or remedies, and shall not be deemed a waiver. This License shall not confer rights or benefits, including third -party beneficiary rights or benefits, to anyone that is not a named party to this License, including any individual, corporation, partnership, trust, unincorporated organization, governmental organization or agency or political subdivision. [The remainder of this page is Intentionally left blank.] DEAL ID:S0106576 New Hanover County Brookfield BST Properties The parties have executed this License made the day and year first above written. Licensee New Hanover County, NC By A11Q I L M. A) i)a Name: er rue Licensor RSE INDEPENDENCE, LLC q(ao�� Date Authorized Signatory Date Independence Mall If Licensee is a corporation or limited liability company, an authorized officer must sign on behalf of the corporation and indicate the capacity in which he /she is signing. The License must be executed by the president or vice- president, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which event, the bylaws or a certified copy of the resolution, as the case may be, must be attached to this License. Also, the appropriate corporate seal must be affixed. DEAL ID:S0108576 tech I b i t- A Schrader, Beth From: Lewis, Helen < helm. lewis @brookfteldpropertiesretail.com> Sent: Thursday, September 13, 2018 7:17 PM To: Schrader, Beth Subject insurance information Attachments: Sears-COI information- 9- 13- 18.pdf The Insurance limits should be: General Liabffity: $1M per occurrence /$3M in the aggregate Workers Compensation: per statutory requirement /$1M per accident or disease whichever is larger Auto: $1M per occurrence /$1M in the aggregate Additional Insureds are listed on the attached template along with the Certificate Holder. If you need anything else please let me know. Thank you Helen Lewis General Manager I Independence Mall Retail 3500 Oleander Drive, Wilmington. NC 28403 T 910.726.3576 1 M 910.523.1920 helen.lewis @breokfieldpropenie mtail.com www.brook8ddpropertiesretsil.com Brookfield Properties ©®m® View important disclosures and information about our e-mail policies here. CERTIFICATE OF LIABILITY INSURANCE 9/13/1018 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, "TEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(Sh AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. are P— iniOel mwc nave ALPLAm lvn unauKCL) Previsions or as smu mend. If SUBROQATION 18 WAIVED, subject to the terms and Conditions of the Policy, Certain Policies may Require an endorsement A statement on this CerBDOale doss not confer rights to the certificate holder In Ileu Of such endorsomen s . "C o mere Robin Johnson Commercial Lines - (919) 876 -8834 , 984.255.1083 "x�y 877508 -0 509 USI Insurance Services National, Inc. robinWMson usicom 8540 Colonnade Center Drive, Suite 111 =AFFORDING AFFORDING euoE sues Raleigh, NC 27615 __, —. T.- „.IeA InHa.nnlH, r --- —, �cmo NNHtlT asuagas: Safety National Casualty Corporation 1$105 New Hanover County MSWOHIC: 230 Goverment Center Drive asuean: Suite 125 -A INSURER E: Wilmington, NC 28403 F: COVERAGES CERTIFICATE NUMBER: 13415565 artmiulet ul esaco• c.. H.U,u, THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTe nPe W MURAWA X X POLICY Mum” MGM, UaRre A X cousescu.09eR&IJI&MNJtY CLVMBANDE TOCCUR ZLP15P33696 711/2018 711/2019 FACIR OCCURRENCE I IS 1,000,000 Is 1,000.000 Is f '00,000 PERSONAL ACV 05VLA00REGATE LIMIT APPLIES PER POLCY :] PEOM OX s 3,000,000 I I 0 t77 3,00.000 is S1.000,800 OTHER, A iUffOYOS�WBILITY X X 81008165786 7/u2018 711/2019 I f I.oeoono x ANY AUTO BODILY INJURY (PR, Pearl s x OMMED SCHEDULED AUTOS ONLY AUTOS AUTOS ONIV I x AUTOS ONLY BODILY NJURY(Per aoAw"a P f f s BvPD Did. 114000 A us"AELLAUAa x (OCCUR X % ZUP15P33703 7!1/2018 711/2019 EACH OCCURRENCE s e -1- x EXCESS L" rl �yMS DACE Ij AGGAEOATE t a,oso.DOs �D x rETeInONS 10,000 s 8 UAI= YIN I �EXCLUDIDDI N!A X AGC4058768 7/V2018 1711/2019 x ELEACHACCIDENT 1,000,000 f 1,000,000 ny2�rak"In NNI I ESCRIPT(DN OF NS Oebw Excess WC f E.L. DISEASE- EA HAP' I II E.L. msEASE. POLICY LAIR s 1. coo OEECRIPTION OF OPERATIONS ILOCATIONS IVEMCLES (ACORD 187. A041tloN1 AA„,vlla eellwlulP, mry d amdud irmere apAm h,pMnd) RSE Independence LLC. Rouse proper%$. LLC, Brookfield Properties (R) LLC, all direct and indirect parents and subsidiaries of rouse and owner, any of their affiliated entities, successors and assigns, and any Current or future d(reclor, officer, employee, partner member, or agent of any of them and any lenders under any financing agreements, tenants of rouse and owner or any party to whom rouse or owner owes obligations under a reciprocal easement agreertrent are additional insureds as respects general, auto, and excess iakability coverage as required by written contract. Waver of subrogation applies In favor of additional insured as respects workers compensation, general auto, and excess liability as required by written contract and where allowed by law. CERTIFICATE HOLDER CANCELLATION RSE Independence LLC 3500 Oleander Dr SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DIRLIVIERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Wilmington, NC 28403 AuTNOR�,DItEP11EtlI/TATIVE 91 The ACORD name and logo are registered marks of ACORD m ISM-2013 ACORD CORPORATION. All fights reserved. ACORD 25 (2016103) Thomas Beverly J((3 30900 - '�00 3 35, From: Wurtzbacher, Lisa "{"(.1047 Sent: Wednesday, October 10, 2018 5:25 PM To: Butler, Lena; Walters, Amy Cc: Thomas, Beverly Subject: RE: Confidential Yes, I need beverly to wire the funds after the invoice has been keyed. We will probably just have to pay off of the contract. Teresa Hewett has that. Thanks! Lisa Wurtzbacher I Chief Financial Officer Finance New Hanover County 230 Government Center Drive, Suite 165 Wilmington, NC 28403 (910) 798 -7161 p 1 (910) 798 -7806 f www.nhcoov.com From: Butler, Lena Sent: Wednesday, October 10, 2018 3:58 PM To: Wurtzbacher, Lisa <Iurtzbacher @nhcgov.com >; Walters, Amy <awalters @nhcgov.com> Subject: RE: Confidential Lisa, They also included there bank information for wiring the funds. Do you want Beverly to wire the money? Lena Lena Butler I Purchasing Supervisor Finance New Hanover County 230 Government Center Drive, Suite 165 Wilmington, NC 28403 (910) 798 -7190 p 1 (910) 798 -7806 f www.nhcqov.com From: Wurtzbacher, Lisa Sent: Wednesday, October 10, 2018 3:52 PM To: Walters, Amy <awalters @nhceov.com>; Butler, Lena <LButler(anhceo Subject: Confidential Confidential J r--e kck -fh.e- t,),ie- �0 �l I /IJ of cA 'I n MU,us Please set these folks up as a vendor and let myself and Lena know when Mey dre sei up. i ney neeu w ue pdiu asap. Lisa Wurtzbacher I Chief Financial Officer Finance New Hanover County 230 Government Center Drive, Suite 165 Wilmington, NC 28403 (910) 798 -7161 p1(910)798 -7806f www.nhcgov.com From: Lewis, Helen < helen. lewis @brookfieId pro pertiesretail.com> Sent: Wednesday, October 10, 2018 3:39 PM To: Schrader, Beth <BSchrader @nhcaov.com> Cc: Wurtzbacher, Lisa <Iwurtzbacher @nhcaov.com >; Garner, Hannah <hannah.aarner brookfieldpropertiesretail.com> Subject: RE: Missing Wheelchairs Attached is our W -9 For a bank wire transfer: RSE Independence LLC- Lockbox Account Number - 104793254699 ABA - 091 - 000 -022 Bank- US Bank City, State- St Paul, MN If you need anything else please let me know. If you would please advise when we can expect to receive payment? Thank you From: Schrader, Beth <BSchrader @nhcaov.com> Sent: Wednesday, October 30, 2018 12:31 PM To: Lewis, Helen < helen lewis brookfieldpropertiesretail.com> Cc: Wurtzbacher, Lisa <Iwurtzbacher@nhcgov.com> Subject: RE: Missing Wheelchairs [EXTERNAL] Hi Helen, I am copying our Finance Director, Lisa Wurtzbacher. My understanding is that we have not received the necessary paperwork (W9, and electronic transfer form). If you would work directly with Lisa to provide the documents, Lisa (or her staff) can arrange for payment. Our staff is working to pick up all of the cones and debris, if any. They will also be picking up the fencing. Thanks, Beth Beth Schrader I Chief Strategy Officer Strategy & Budget Office New Hanover County 230 Government Center Drive, Suite 195 Wilmington, NC 28403 (910) 798 -7491 p 1 (910) 798 -7277 f www.nhcqov.com From: Lewis, Helen < helen. Lewis @brookfield pro pertiesretail.com> Sent: Wednesday, October 10, 2018 11:56 AM To: Schrader, Beth <BSchrader@nhcsov.com> Subject: RE: Missing Wheelchairs Our accounting department said we haven't received any rent payment. You mentioned setting up a bank transfer when the lease was signed. We need payment for the first and second month now. If you need me to send the Bank wire transfer information please let me know. With Hurricane Michael coming we wanted to check and see if the cons and debris in the parking lot was going to be removed today. With the expected high winds we didn't want anythi8ng that could be a projectile. Thanks From: Schrader, Beth <BSchrader@nhcaov.com> Sent: Wednesday, October 10, 2018 10:33 AM To: Lewis, Helen < helen. lewisC cpbrookfieldpropertiesretail.com> Subject: RE: Missing Wheelchairs [EXTERNAL) Hi Helen, FEMA did not discuss borrowing any wheelchairs. I provided them with 1, and had two at SEARS that I also provided from the county. We did not borrow any. I will have to check in with the FEMA DRC manager. Did security get a name for who they provided chairs to? Thanks, Beth Beth Schrader I Chief Strategy Officer Strategy & Budget Office New Hanover County 230 Government Center Drive, Suite 195 Wilmington, NC 28403 (910) 798 -7491 p 1 (910) 798 -7277 f www.nhcaov.com From: Lewis, Helen < helen. Iewis @brookfieldpropertiesretail.com> Sent: Wednesday, October 10, 2018 10:10 AM To: Schrader, Beth <BSchrader@nhcaov.com> Subject: FW: Missing Wheelchairs Beth, Would you mind checking with FEMA and ask them to return our wheelchairs to the security office. Security can come pick them up if it's easier. Thanks From: Siuta, Dan Sent: Wednesday, October 10, 2018 10:06 AM To: Lewis, Helen < helen. lewis@ brookfieldpropertiesretail.com> Subject: Missing Wheelchairs Helen, Security reported to me that while FEMA was on site they acquired all of our wheelchairs 8 total. Only 3 have been returned to us. Looking for 5 more wheelchairs. We will scout out Sears, but wanted you to know in case we can't locate them. Thanks View important disclosures and information about our e-mail policies here. View important disclosures and information about our e-mail policies here. View important disclosures and information about our e-mail policies here. New Hanover County Brookfield Independence Mall BST Properties I tiu� cue License Agreement ffnMil Na me: Independence Mall Approval date (forL Licensor internal purposes only) Deal Type: New 0912012018 Tenant ID: 001 000000201 DCSAAU Report Sales: Yes Billing (Alt Payee) Address ID: Agreement Type: Inline 365 - 0010c0000201 DCSAAU Deal ID: 50106576 Legal Notice ID: Space # : P007 - 0 s.f. 0010c0000201DCSAAU DBA ID: 0010c0000201DcNAAU LICENSE AGREEMENT This License Agreement (the "License" or "License Agreement ") provides the terms and conditions between Licensor and Licensee for conducting business at the Shopping Center indicated below. Nothing contained in this License shall be considered as in any way constituting a lease, joint venture or partnership between Licensor and Licensee. Licensee agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of the Shopping Center. SHOPPING CENTER INFORMATION Independence Mall 3500 Oleander Dr Phone: Wilmington, North Carolina, 28403 Fax: LICENSOR NAME AND PAYMENT ADDRESS All payments under this License shall be made payable to Licensor at the payment address below: RSE INDEPENDENCE, LLC PO Box 860575 Phone: Minneapolis, Minnesota, 55486 -0575 Fax: LICENSOR NOTICE ADDRESS Independence Mall 3500 Oleander Dr Phone: Wilmington, North Carolina, 28403 Fax: LICENSEE /LEGAL ENTITY AND NOTICE ADDRESS Licensee Legal Entity New Hanover County, NC FEIN /SSN: 8 Address: 230 Government Center Drive Suite 195 Wilmington North Carolina, 28403 Licensee Billing (Alt Primary Contact: Beth Schrader Payee) Address: New Hanover County 230 Government Center Drive Phone 1 910- 798 -7491 Suite 195 Wilmington North Carolina, 28403 Phone 2 Fax Email Licensee Notice Address: New Hanover County 230 Government Center Drive Suite 195, Wilmington North Carolina, 28403 DBA(Trade) Name: New Hanover County The undersigned hereby grants Licensor permission to confirm that the Federal Employer Identification Number (FEIN) provided is (1) a valid FEIN assigned to the entity offering it; and 2) matches the address provided by the entity offering the FEIN. DEAL ID:S0106576 New Hanover County Brookfield Independence Mall BST Properties In consideration of the mutual promises and obligations contained in this License, the parties agree: 1. License Grant; Use. Licensor grants to Licensee a nonexclusive License, which is non - transferable by Licensee, freely transferable by Licensor, and revocable at will and without cause by only Licensor, for the sole purpose of conducting the following business activities: For the use of the space to serve as an emergency response headquarters to be utilized by Point of distribution workers, urban search and rescue, chain saw crews, law enforcement personnel, first responders, utility recovery workers, and any and all related. agency personnel. As circumstances warrant the remainder of the first floor square footage will be transi0oned to a recovery center for collection and distribution for multiple local agencies. (the "Use ") and for no other activity or purpose whatsoever in a location (the "Assigned Location ") shown on the plan attached hereto as Exhibit "A" attached to and made part of this License. No additional items or services may be added to this Use clause or sold by Licensee without the prior written approval of Licensor, which approval may be granted or withheld in Licensors sole discretion. Licensee acknowledges that no exclusive rights or use has been granted or given to it by Licensor or licensors agent or employee. 2. Tenn; Assigned Location; Additional Comments. A. Licensee shall be permitted to conduct the Use in the Assigned Location during the following term (the 'Term'): starting upon the date (the "Commencement Date ") that Is the earlier of: (a) the date Licensee opens for business to the public and (b) 0911 4/2 01 8 and ending on 11 /1 412 01 8 (the "Expiration Date'). License Fees (as defined below) shall begin to accrue on the Commencement Dale. If the Commencement Date falls on a day other than the first (1•-) day of the month, the monthly Licensee Fee shall be prorated accordingly. Licensor shall not be liable for any inability to deliver possession of the Assigned Location to Licensee for any reason, nor for any delay or cessation of Licensee's business in the Assigned Location, and Licensee hereby waives all such liability (including any such statutory rights therefor). Notwithstanding anything herein to the contrary, this License may be revoked before the stated Expiration Date by Licensor, at will and without cause, effective upon personal delivery of 5 days' prior written notice of revocation to Licensee. The License shall terminate upon the date set forth in such notice Any changes by Licensee to either the notice address or contact Information set forth above must be given to the Shopping Center Management Office not less than five (5) days prior to the actual change. In the event Licensor is not given notice as set forth above, Licensee agrees to pay to Licensor an additional license fee of $200 to defray Licensors costs and expenses associated with not being notified of such change(s). Notwithstanding anything in this License Agreement to the contrary, Licensor may relocate the Assigned Location for any reasons upon 5 days' prior written notice to Licensee (except in the rase of emergency, when such relocation may occur without notice), and upon two (2) days' prior written notice in the event of construction or renovations at the Shopping Center. B. Space Comments: Licensee is allowed to occupy the farmer Sear Building ANC2. During the period 9/14 -9/24 Licensee will occupy 50,000SF and from 9/15 -11/14 Licensee will occupy 100,000 SF and the corresponding parking lot parcel within the ring road. C. Additional Comments: Exhibit A and Exhibit B supersede all insurance requirements contained herein #9. 3. Trade Name. Licensee shall not change the Trade Name. Licensee represents and warrants to Licensor that it has the right to use the Trade Name at the Assigned Location. 4. Fees. A. Licensee shall pay Licensor the Fees (as hereinafter defined) set forth below, without notice or demand, at the payment address shown above, or such other payment location as Licensor may specify. Licensee shall pay the Fees by certified check, or money order or other manner as may be approved in advance, in writing, by Licensor. Licensor shall not accept cash or personal or business checks. B. License Fee: Licensee shall pay the License Fee in the following amount: License Fee for the Term: $ 184,999.98 (Total Fee) $ 84,999.98 per month payments due on the 14th of each month from 09114/18 and ending 09130118: S 0.00 per month payments due on the tat of each month from 10/01/18 and ending 10113118. $ 100,000.00 per month payments due on the 14th of each month from 10/14116 and ending 10131/18. $ 0.00 per month payments due on the of each month from 11/01118 and ending 11114118. DEAL ID:S0106576 New Hanover County Brookfield Independence Mall BST Properties Breakdown of License Fee (for reference only): Base License Fee: E 184,999.98 1 84,999.98 per month payments due on the 14th of each month from 09114118 and ending 09 /30/18 $ 0.00 per month payments due on the 1st of each month from 10101/18 and ending 1011318 $100,000. 00 per month payments due on the 14th of each month from 10/14118 and ending 10/31118 $ 0.00 per month payments due on the of each month from 11101118 and ending 1114118 Additional License Fees: $ 0.00 Utilities (Bill to Utilities): s o.00 C. Percentage Fee: D. Payment Comments: Tenant responsible for any and all utilities for the location. Trash removal is also the responsibility of the Licensee. Rent Calculated as follows: 09114 -09/24 $50,000 /mo • prorated rem $18,333.33 09125.11/14 5100,000 1mo for additional square footage 9125 -9 130 prorated rent $19,999.9910/01 10/14 prorated rent $46,666.861014 -11/14 full month rent at $100,000.00 5. construction; Alterations. Licensee is responsible for design, build -out and installation of a storefront sign, as well as a cosmetic remodel of the Assigned Location. Storefront signage, layout, all plans, materials, paint colors and store fixtures must follow Licensors design and construction criteria and must be presented to and approved by Licensor prior to commencement of any work by Licensee in the Assigned Location. In addition, Licensee shall not be allowed to open for business in the Assigned Location until storefront signage (or kiosk or RMU signage, as the case may be) is approved by Licensor and installed by Licensee. Licensee shall follow the visual merchandising directives given to it by Licensor and change the visual merchandising from time to time upon and in accordance with Licensors request. 6. Security Deposit. A. Concurrent with Licensee's execution of this License, Licensee shall deliver a security deposit of (the "Security Deposit") to Licensors Managing Agent or to the payment address specified on page 1 for the faithful performance and observance by Licensee of the terns, covenants and conditions of this License. The Security Deposit shall be held by Licensor pending the full completion of this License and Licensee's full performance under this License. Licensee acknowledges that if Licensee fails to fulfill any of its obligations under this License, Licensor may use the Security Deposit to satisfy any or all of the Fees due and to remunerate others for returns of merchandise or to rectify complaints made by customers of Licensee. The Security Deposit, or balance thereof, shall be returned to Licensee 90 days (30 days for California) after the later of (i) expiration or termination of this License and (II) the date Licensee vacates the Assigned Location. Licensors obligation to return the Security Deposit, or balance thereof, shall be met by delivering payment to Licensee's Notice Address. In the event Licensee enters into a renewal License, Licensee agrees that Licensor may retain this Security Deposit for use as a security deposit for the new License. Any refund of the Security Deposit may be made, at Licensors option, by a check from Licensor or via a credit to Licensee's credit card. B. Carryover Deposit (if applicable): 7. Late Payments. If Licensee shall fail to make any payment to Licensor when due. Licensee shall pay Licensor a late charge of $100.00 per day, as liquidated damages, in addition to and not in lieu of Licensors other remedies, for as long as such failure continues. In addition, from the due date until paid by Licensee, Licensee shall pay Licensor interest on any overdue amount at the rate of 4% above the Prime Rate (as defined below), not to exceed the maximum interest rate allowed by law in the state the Shopping Center is located. The "Prime Rate" shall mean the prime rate as published in the Wall Street Joumal or any successor publication. 8. Sales Statements; Books and Records. Licensee shall deliver to Licensor a monthly, written, signed statement of all Gross Sales with sales verification. 'Gross Sales" shall mean the entire amount of: (1) the sale price of all goods and merchandise sold, leased or charged, (ii) full charges for all services, and (iii) all other receipts by Licensee within the Shopping Center. Licensee shall deliver the monthly report to Licensor by 12:00 p.m. on the fifth (5 ") day of the succeeding month. If the term of this License is less than one month. Licensee shall deliver to Licensor a written statement of all Gross Sales with sales verification signed by Licensee on the last day on which Licensee conducts its business in the Assigned Location. If Licensee does not deliver the report on time, Licensee shall pay Licensor immediately upon request $50.00 as liquidated damages, in addition to and not in lieu of Licensor's other remedies. Licensee shall prepare accurate books of account and records of its Gross Sales in accordance with generally accepted accounting principles. Licensee shall keep such books and records at Licensee's Notice Address. Licensee's books and records shall be subject to examination and audit, at will and without notice, by Licensor. If there is a deficiency in the Percentage Fee payable to Licensor, Licensee shall immediately pay Licensor the additional Percentage Fee owed Licensor and also pay the cost of the examination or audit. DEAL I0:S0106576 New Hanover County Brookfield Independence Mall BST Properties 9. Insurance. Unless dictated otherwise by state law, Licensee shall carry at least each of the following coverages with limits that are the greater of Licensee's policy limits and the requirements set forth in 'Exhibit B ": (t) workers compensation insurance and employers liability insurance (in monopolistic states, Stop Gap coverage will be maintained in lieu of employers liability); (ii) commercial general liability insurance written on an occurrence basis using form CG 00 01 or its equivalent, and containing a 'per location' aggregate limit, including coverage for premises, products, completed operations coverage, and contractual liability coverage for this agreement as an 'insured contract' without limitation; for bodily injury (including death), personal injury, and property damage; and (Iii) commercial automobile liability insurance covering owned, non - owned, hired or leased vehicles. The coverage limits of liability as required in "Exhibit B" may be provided by any combination of primary and umbrella or excess policies provided that such umbrella or excess policies shall be no less broad than the underlying policies, shall have the same inception and expiration dates as the underlying coverage and shall include a'drop -down' provision should the limits of the underlying program be eroded. In addition, Licensee must provide property coverage under a special penis 'all risk' forth on a'replacement cost" basis for their owned property and property in their care or custody or control and waive all their rights of subrogation to owners and manager for any property loss. With the exception of workers' compensation, Licensee's policies shall name Licensor, Brookfield Properties (R) LLC, Rouse Properties LLC, and each of their respective managers, employees, agents, contractors, parents, subsidiaries and affiliates as ( "Additional Insureds ") on a primary basis without contribution of any other insurance available to the Additional Insureds. All policies shall include a waiver of rights of subrogation in favor of the Additional Insureds. All of Licensee's insurance policies required hereunder shall contain a provision that Licensor shall be given a minimum of 30 days' written notice by the insurance company prior to cancellation, termination or change in such insurance. Licensee shall deposit certificates showing such coverage with Licensor prior to the earlier of the commencement of business or operations by Licensee anywhere in or around the Shopping Center or the Commencement Date. All such insurance carriers shall be rated A -VIII or better by A.M. Best and shall be authorized to do business in the state in which the Shopping Center is located. 10. Hold Harmless. Starting on the dale Licensee first commences the business in the Assigned Location and /or any operations under this License and except as otherwise provided in Section 10, to the fullest extent permitted by law, Licensee shall indemnity and hold Licensor, Brookfield Properties (R) LLC, Rouse Properties LLC, and each of their respective managers, partners, members, employees, agents, contractors, parents, subsidiaries and affiliates harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons resulting or occurring by reason of the Licensee's activities under this License, or, n any way connected with, the operation of the Business, or otherwise arising from this License or Licensee's activities hereunder, including all costs, expenses and attorney's fees. Licensee shall also Indemnify Licensor for all costs, expenses and attorney's fees incurred by Licensor to enforce this indemnity. This indemnification shall survive expiration or earlier lamination of this agreement and shall not be limited by the insurance required hereunder. 11. Waiver. Licensor shall not be responsible or liable for, and Licensee hereby expressly waives, any and all claims against Licensor for injury to persons or damage to Licensee's property, regardless of the cause. Licensee's property located anywhere in the Shopping Center shall be Mere at Licensee's sole risk. Licensor, its agents, independent contractors and employees shall not be liable for, and Licensee waives, all claims for loss or damage to Licensee's business or damage to persons or property sustained by Licensee or any person claiming by, through or under Licensee resulting from any accident or occurrence anywhere in, on or about the Shopping Center, including, without limitation, claims for loss, theft or damage resulting from: (1) equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind or weather; (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air - conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water; (viii) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Shopping Center, (ix) the falling of any fixture, plaster, tile, stucco or other material; (x) any act, omission or negligence of other licensees or any other persons or occupants of the Shopping Center or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi - public work; or (xi) any other cause of any nature. To the maximum extent permitted by law, Licensee agrees to operate its business within the Assigned Location and use any area, part or portion of the Shopping Center to the extent permitted by this License, at Licensee's own risk. 12. Default. Each of the following shall be an "Event of Default" hereunder: (a) fails to perform any of the monetary terms, conditions or covenants of this License after five (5) days' written notice; (b) fails to perform any other terms, conditions or covenants of this License (other than items (a) and (d) herein, after ten (10) days' written notice; (c) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee's property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement; (d) ceases or fails to operate its business in the Assigned Location either temporarily or permanently after five (5) days' written notice, or (e) fails to perform any of the terms, conditions or covenants of any other license agreement in any other shopping center owned (in whole or part) or managed by Licensor or any partner of Licensor, including any parent, subsidiary, affiliate or successor in interest thereof after five (5) days' written notice. If an Event of Default shall occur, Licensor, besides having the right to immediately revoke this License without serving additional notice to Licensee, shall, subject to applicable state law, have the immediate right to remove Licensee and any persons claiming rights under Licensee and their property from the Shopping Center, lock and bar Licensee and all persons claiming rights under Licensee from doing business in the Shopping Center, and all other remedies available to Licensor at law and in equity, including but not limited to the recovery of all Fees and other sums payable to Licensor under this License. Licensor shall not be responsible for loss or damage to, and/or theft of Licensee's property during or subsequent to such removal from Assigned Location. All rights and remedies of Licensor herein or at law are cumulative. Licensee expressly waives any right or defense it may have to claim a merger, and neither the commencement of an action or proceeding nor the settlement of, or entering of judgment for any action or proceeding shall bar Licensor from bringing subsequent actions or proceedings, based upon other or subsequently accruing claims. or based upon claims or events which have previously accrued and not been resolved in any prior action, proceeding or settlement. The parties waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other, regardless of whether such action, proceeding or counterclaim is related to a default under this License Agreement. 13. Assignment; Sublicensing. Licensee shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this License or any interest therein, without Licensors prior written approval, which may be withheld in Licensors sole and absolute discretion. DEAL ID:S0106576 New Hanover County Brookfield Independence Mall BST Properties 14. Liability of Licensor. Licensor shall have no personal liability with respect to this License. If a breach by Licensor occurs, Licensee shall took solely to the interest of Licensor in the Shopping Center for the satisfaction of Licensee's remedies. Judgments rendered against Licensor shall be satisfied solely out of the proceeds of the sale of Licensor's interest in the Shopping Center which have been actually received by Licensor. 15. Subordination. Licensor is or may be a party to certain documents, as amended from time to time, with a mortgagee, ground lessor or beneficiary of Licensor, anchor tenants, mall tenants and others. This License is subject and subordinate to all the provisions In those documents, as they may be amended from time to time. 16. Relocation. Licensee's rights under this License shall be at all times subject to the rights of the Licensor in and to the Shopping Center. Said rights of Licensor include, without limitation, the right of Licensor to relocate the Assigned Location for any reason, upon 5 days' prior written notice to Licensee; provided, however, that Licensor may relocate the Assigned Location upon two (2) days' prior written notice in the event of construction or renovations at the Shopping Center and without notice in the case of emergency. 17. Construction. Licensee has inspected the Assigned Location, and accepts it "as is' with no representation or warranty by Licensor regarding the condition of the Assigned Location or its suitability for Licensee's business. Licensor has no obligation to repair any part of the Assigned Location unless the obligation is set forth in this License. All costs and expenses (including permits or licenses) attributable to any construction by Licensee shall be bome by Licensee. Licensee shall not commence any construction in the Shopping Center prior to the execution of this License or without first obtaining Licensor's approval of the location and design. Design criteria for construction under this License are as follows: a. If the Assigned Location is a kiosk, the kiosk structure shall be limited to counter units with no overhead obstructions that inhibit the visibility of any mall tenant or business activity in the Shopping Center. Counter units shall not exceed 5' -0" in height. b. If the Assigned Location is a kiosk, the kiosk structure, if located in an open floor area, shall not be anchored into the floor or other part of the Shopping Center structure. Common area width of 10' -0' minimum shall be maintained on all sides of the kiosk, subject to traffic flow. c. If the Assigned Location is a kiosk, water service, special HVAC Systems and Fire Sprinkler Protection are not available. HVAC and fire protection systems shall be that which is provided to common areas in the Shopping Center. d. Design criteria for signing, construction, finish materials, special equipment and, if the Assigned Location is a kiosk, kiosk size shall be evaluated specifically for each Licensee. Licensee shall submit plans and specifications for Licensor's review and approval prior to commencement of construction. Pictures of existing units should be provided. e. Licensee shall prepare its plans and perform all work to comply with governing statutes, ordinances, regulations, codes, rules, regulations and requirements of local goveming authorities and insurance rating boards (collectively, 'Laws') and apply for and obtain all necessary permits. Licensor's approval of Licensee's plans shall not relieve Licensee of its obligation to complete all work in accordance with the License, nor does Licensor's approval relieve Licensee from complying with Laws, nor can Licensor's approval be relied upon by Licensee as verification of the sufficiency of the plans and specifications for any purpose or for compliance with any Laws. Certificates of occupancy and waivers of lien from Licensee's contractors, subcontractors and material men shall be filed with Licensor upon completion of work. f. If the Assigned Location is a kiosk, set up and tear down of kiosks must take place when the Shopping Center is not open for business, unless Licensor has agreed with Licensee otherwise in writing. g. All alterations, additions and improvements to the Assigned Location shall become the property of Licensor upon completion. 18. Permits; Restricted Uses. If there are any licenses, authorizations or permits required by any governmental agency or authority for the activity permitted under this License, Licensee shall be responsible for obtaining them. Licensee shall not conduct any unlawful activities in or upon any part of the Shopping Center or any part thereof. The consumption or sale of alcoholic beverages in, at or from the Assigned Location shall not be permitted. The sale or marketing of any unlawful goods or services is also prohibited, including the sale or marketing of counterfeit goods or goods or services that otherwise infringe anothei's intellectual property, including, without limitation, copyrights, trademarks, and trade dress. 19. Utilities; Garbage Collection and Fees. This Section 19 shall only apply if the Assigned Location is an in -line location. A. Licensee shall be responsible for all costs and expenses related to the consumption of utilities (as hereinafter defined) at the Assigned Location. Upon Licensors option, Licensee can be billed directly by the designated utility provider or be billed by Licensor for such use Licensee shall pay for all utilities used in the Assigned Location from and after the Commencement Dale, whether billed to Licensee by Licensor or directly by the designated utility provider. If a separate meter is provided for utilities, it shall be at Licensee's expense. Licensor shall not be liable to licensee in damages or otherwise, if the utilities or heating and air conditioning services are interrupted or terminated for any cause. Licensor may elect not to or to discontinue furnishing any utilities or services at any time to the Assigned Location for any reason. In such instance, Licensee shall obtain its own utilities or services for the Assigned Location. If applicable, Licensor has caused or shall cause the necessary mains, conduits and other facilities to be provided to make available, as applicable, water, sewer and electricity (collectively, the 'utilities' or individually a 'utility "). to the Assigned Location. If Licensee shall require natural gas for its normal operation, the natural gas utility service shall be available from the local gas company through the mains located in designated areas. All gas work beyond those points shell be arranged for and completed by Licensee at Licensee's expense, and such work is subject to the prior, written approval of U'censor, which approval may be granted or withheld in Licensor's sole discretion. The parties understand that local gas supplies may be limited, and availability of sufficient gas to service the Assigned Location shall be Licensee's sole responsibility. Licensor shall cause or has caused the necessary facilities to make DEAL ID:S0106576 New Hanover County Brookfield Independence Mall BST Properties available a standard phone and telecommunications system to the Assigned Location. Licensee agrees to only use and pay for such phone and telecommunications system provided by Licensor at the Assigned Location. If the Assigned Location is an in -line location, Licensor has caused or shall cause to be made available to the Assigned Location a heating and air conditioning system. Licensee agrees to use and pay for the use of such system, which shall be deemed a utility hereunder, in the manner prescribed by Licensor. B. Licensee agrees that garbage and refuse shall be kept in an adequate container so as not to be visible to the public, within the Assigned Location, for collection at reasonable times specified by Licensor and at Licensee's cost. Licensor, or a contractor selected by Licensor, at its option, may purchase or lease a garbage compactor for the use of occupants of the Shopping Center. If Licensor, or a contractor selected by Licensor, purchases or leases said garbage compactor for the use of occupants in the Shopping Center, then Licensee agrees to use the same for the disposal of its garbage and refuse to the exclusion of all other garbage collection companies. Licensee shall pay monthly, in advance, the charges therefor, based upon Licensors, or a contractor selected by Licensor, reasonable estimate of the amount of the refuse and garbage generated and the frequency of use by Licensee. Licensee shall cause its garbage and refuse to be taken to such garbage compactor within the Shopping Center; and It is understood and agreed that Licensee's monthly charge as aforementioned will not include pick -up service. The aforementioned monthly charge as estimated by Licensor, or a contractor selected by Licensor, shall be adjusted from time to time based upon the garbage generated by Licensee and/or changes in rates for refuse collection. Licensee shall store soiled or dirty linen in approved fire rating organization metal containers with self - closing fusible link covers. In addition to the foregoing, Licensor may cause the removal of all debris, rubbish, material and equipment during the performance of alterations pursuant to Sections 5 or 17 hereof and charge the cost thereof to Licensee. Licensee shall pay Licensor such charge within ten (10) days of billing. 20. Rules and Regulations. Licensee shall observe all rules and regulations which Licensor may promulgate from time to time in Licensors sole discretion, including, but not limited to, the following: (a) Licensee shall conduct its business in the Assigned Location in a careful, safe and proper manner and shall keep the Assigned Location and the area around the Assigned Location in a dean and safe condition in accordance with this License. Laws, and the directions of the manager of the Shopping Center and public safety officers; (b) all signage located in, upon, and about the Assigned Location must be approved by Licensor, in Licensors sole discretion, prior to installation or placement thereof; (c) all signs, placards, banners, pennants and other advertising matter shall be prepared in a professional manner; (d) Licensee shall display a sign depicting its approved Trade Name; (e) Licensee shall not display merchandise on or outside the boundaries of the Assigned Location; (f) if the Assigned Location is a kiosk, cart or retail merchandise unit 'RMU ", all merchandise must be displayed only on the kiosk, cart or RMU and not on the floor or adjacent to the kiosk, cart or RMU; (g) for kiosks, carts, and RMUs, Licensor reserves the right to require Licensee to redesign its merchandise area upon twenty four (24) hours' advance notice at Licensee's sole cost and expense; (h) for in -line spaces, Licensor reserves the right to require Licensee to re- design its merchandise area upon five (5) days' advance notice at Licensee's sole cost and expense; (i) if Licensee shall fail to operate its business during the days and hours set forth herein, in addition to any other remedy available to Licensor under this License Agreement or by few, Licensee shall pay to Licensor as limited damages for such breach a sum equal to $50 for each hour or portion thereof during which Licensee shall fail to operate; Q) the outside areas around and immediately adjoining the Assigned Location shall be kept clear at all times by Licensee, and Licensee shall not place or permit any obstructions, garbage, refuse, merchandise or displays in such areas; (k) all loading and unloading of goods shall be done only at such times, in the areas and through the entrances designated for that purpose by Licensor; (1) all garbage and refuse shall be kept in the kind of container speed by Licensor, and shall be placed and prepared for collection in the manner and at the times and places specified by Licensor, (m) no loudspeakers, televisions, phonographs, radios. flashing lights or other devices shall be used unless specifically approved by Licensor, which approval may be withdrawn in the sole and absolute discretion of Licensor upon written notice to Licensee; (n) there shall be no auction, fire, bankruptcy or selling-out sale by Licensee; (o) Licensee shall not carry on any trade or occupation or operate any instrument or equipment which emits any odor or causes any noise discemible to mall tenants, invitees of the Shopping Center or other licensees; (p) Licensee shall not distribute any handbills or other advertising matter in the Shopping Center or on automobiles parked In the parking areas of the Shopping Center; (q) Licensee and Licensee's employees shall not park their care in those portions of the parking area designated for customer parking by Licensor; (r) if Licensee or Licensee's employees park in portions of the parking area designated for customer parking, Licensor may, in addition to its other remedies, have the car removed at Licensee's expense; and (s) while conducting business in the Shopping Center, Licensee and Licensee's employees and agents shall not wear jeans, t -shirts or flip -flops and shall maintain a neat and appropriate appearance. Licensor shall have all remedies provided under this License Agreement for the breach of any of the provisions of the Section 20. Licensee agrees to pay to Licensor, upon demand, in addition to and not in lieu of Licensors other remedies, One Hundred Fifty Dollars ($150) per day, for each day or partial day, per violation of any of the rules and regulations herein. Licensor and Licensee agree that this amount is not a penalty, and is intended to compensate Licensor for losses, damages and casts not contemplated under this License Agreement, the exact amount of which is extremely impractical to determine. The parties agree that such per them amount are liquidated damages, represent a reasonable estimate of Licensor's costs and expenses, and are fair compensation to Licensor for the loss suffered by Licensor. Licensor shall have the right to grant variances of the rules and regulations and shall enforce the rules and regulations at its sole discretion without waiving any of its rights and remedies hereunder. Licensor's failure to enforce the rules and regulations shall not constitute a waiver of Licensee's default under this License Agreement. 21. End of Term; Holding Over, This License Agreement shall expire without further notice on the Expiration Date Licensee shall at the expiration or revocation of this License remove its goods and effects, repair damage caused by such removal and peaceably yield up the Assigned Location clean and in good order, repair and condition, and Licensee shall be responsible for repairing any damage caused during Licensee's occupancy of the Assigned Location. Personal property of Licensee not removed within 48 hours shall become property of Licensor, at Licensors option. Any holding over by Licensee after expiration of the Term hereof shall not constitute a renewal or extension of the License Agreement or give Licensee any rights in or to the Assigned Location except as expressly provided in this License Agreement. Any holding over after such expiration with the express written consent of Licensor shall be construed to be a license from day to day on the same terms and conditions herein specified except that the License Fee shall be an amount equal to the License Fee payable during each day of the last full calendar month of the term hereof. Any holding over without the Licensors written consent (including any such holdover where the Licensee claims that the Licensor has given oral consent, has consented by conduct, has waived its right to withhold consent, or is estopped from withholding consent) shall constitute only a license at sufferance, terminable by Licensor immediately on delivery of written notice, and during such unconsented holdover, Licensee shall be obligated to pay Licensor a License Fee equal to one fifteenth (1 /151h) of the License Fee payable during the last full calendar month of the Term. DEAL ID:S0106576 New Hanover County Brookfield independence Mall BST Properties 22. Laws and Ordinances. Licensee shall not harm the Shopping Center or any part thereof, commit waste, create nuisance, make any use of the Shopping Center which is offensive in Licensors sole opinion, nor do any act which would, in Licensor's sole opinion, tend to injure the reputation of the Shopping Center. Licensee shall not make alterations or additions, nor permit the making of holes in the Shopping Center's walls, partitions, ceilings or Floors, nor permit the painting or placing of exterior signs, placards or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about the Shopping Center, without the prior written consent of Licensor. Licensee shall comply with all laws, ordinances, orders and regulations affecting its business in the Assigned Location and this License. 23. Conduct of Business; Maintenance of Assigned Location, Licensee shall operate its business at the Assigned Location and remain open to the public at all times designated by Licensor. Licensee shall operate its business at the Assigned Location in a first class manner, continuously and uninterruptedly while this License is in effect. Licensee shall maintain, at its We cost and expense, the Assigned Location in good condition and make all necessary replacements and repairs to the Assigned Location. In addition to all other remedies of Licensor, if Licensee does not complete its obligations to repair and maintain the Assigned Location or Licensor, in the exercise of its sole discretion, determines that repair or replacement of any portion of the Assigned Location or the Shopping Center is necessary by reason of any act, omission or negligence of Licensee, its agents, employees, guests or customers, then in any such event, Licensor may make, but shall not be obligated to make, such repairs without liability to Licensee for any loss or damage that may accrue to Licensee, its merchandise, fixtures, or other property or to Licensee's business by reason of such repair. Upon completion of any such repair, Licensee shall pay upon demand, as an additional License Fee, Licensors costs for making the repairs together with Licensors administrative costs related thereto, which amount shall equal 1.5 times the total cost of the repair. 24. Hazardous Materials. Licensee shall not cause any hazardous material to be brought upon, stored, kept, used or discharged on or about any part of the Shopping Center. Licensee shall notify Licensor immediately of the presence of or disposal of Hazardous Material on or near the Assigned Location, and of any notice by a party alleging the presence of Hazardous Material on or near the Assigned Location. If Licensee, or its agents, employees or contractors, in any way breaches the obligations in the preceding sentence; or if the presence of Hazardous Material on the Shopping Center caused or permitted by Licensee results in the release or threatened release of Hazardous Material on, from or under the Shopping Center; or 'd the presence on, from or under the Shopping Center of Hazardous Material otherwise arises out of the operation of Licensee's business than without limitation of any other rights or remedies available to Licensor under this License or at law or in equity and to the fullest extent permitted by applicable Law. Licensee shall indemnify, defend, protect and hold harmless Licensor (and Licensors parents, subsidiaries, affiliates, employees, partners, agents, mortgagees or successors to Licensors interest in the Assigned Location) (collectively 'Indemnity") from any and all claims, sums paid in settlement of claims, judgments, damages, clean -up costs, penalties, fines, costs, liabilities, losses or expenses (including, without limitation, attorneys', consultants' and experts' fees and any fees by Licensor to enforce the Indemnity) which arise during or after the Tenn as a result of Licensee's breach of the obligations or the release or contamination of the Shopping Center, including, without limitation: diminution in value of the Shopping Center; damages for the loss of, or the restriction on the use of, rentable or usable space or any amenity of the Shopping Center; damages arising from any adverse impact on the sale or lease of the Shopping Center; and damage and diminution in value to the Shopping Center or other properties, whetter owned by Licensor or by 3rd parties. This Indemnity includes, without limitation, costs incurred in connection with any investigation of site conditions or any dean -up, remedial, removal or restoration work required by any governmental authority because of Hazardous Material present in the soil or groundwater on, under or originating from the Shopping Center. Without limiting the foregoing, H the presence of Hazardous Material on the Shopping Center caused or permitted by Licensee results in the contamination, release or threatened release of Hazardous Material on, from or under the Shopping Center or other properties, Licensee shall promptly take all actions at its sole cost and expense which are necessary to return the Shopping Center and other properties to the condition existing prior to the introduction of the Hazardous Material; provided that Licensors written approval of the actions shall be obtained first (which approval shall not be unreasonably withheld and so long as such actions do not have or would not potentially have any material, adverse long -term or short-term effect on Licensor or on the Shopping Center or other properties). This Indemnity shall survive the Expiration Date or earlier termination of this License and shall survive any transfer of Licensors interest in the Shopping Center. "Hazardous Material" means any hazardous, radioactive or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes) listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or substances, materials and wastes which are or become regulated under any Law including, without limitation, any material, waste or substance which is (i) a petroleum product, crude oil or any faction thereof, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U S.C. Section 1251, at seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), (v) defined as a'hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq. (42 U.S.C. Section 6903) or (vi) defined as a'hazardous substance' pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, at seq. (42 U.S.C. Section 9601), as all of the foregoing may be amended from time to time. 25. Access to Assigned Location. Licensor may enter and/or inspect the Assigned Location at any time. 26. Liens. Licensee agrees not to suffer any lien or claim to be filed against or attached to the Shopping Center by reason of any work, labor, services, or materials performed at or furnished to the Assigned Location, to Licensee, or to anyone claiming rights through or under Licensee. Nothing in this License shall be construed as a consent on the part of Licensor or subject Licensors estate in the Shopping Center to any lien of liability under the lien laws of the state in which the Shopping Center is located. If Licensee contests the lien or claim, then, to the fullest extent permitted by applicable Law, Licensee shall indemnify Licensor and, if requested, deposit with Licensor a cash or surety bond in a form and with a company satisfactory to Licensor in an amount equal to twice the amount of the contested lien or claim. If Licensee shall fail to cause a lien to be discharged or bonded, within ten (10) days after being notified of the filing of the lien, in addition to any other right or remedy. Licensor may discharge the lien by paying the amount claimed to be due. The amount paid by Licensor, together with interest at the Interest Rate and all costs and expenses, including reasonable attorneys' fees incurred by Licensor, shall be due and payable by Licensee to Licensor as additional rental on the tat day of the next following month. Licensee shall immediately give Licensor written notice of the recording of a lien against the Assigned Location or the Shopping Center arising out of work done by or at the direction of Licensee. DEAL ID:50106576 New Hanover County Brookfield Independence Mall BST Properties 27. Confidentiality. Licensee represents and warrants that it shall keep the provisions of this License confidential and shall not disclose the provisions to a third party. Licensee acknowledges that any breach of this Section by Licensee shall cause Licensor irreparable harm and shall be a default of this License without notice or opportunity to cure, and Licensor shall have the right to pursue any and all remedies available to Licensor under this License, in equity oral law. The terns and provisions contained in this Section shall survive the termination of this License. 28. Connectivity Equipment. Licensee agrees that any high speed communications equipment used to demonstrate Licensee's goods and services ('Connectivity Equipment") shall only be utilized by Licensee's internal operations within the Assigned Location, that Licensee shall not permit any other party to utilize the Connectivity Equipment nor shall Licensee lease or license the Connectivity Equipment to any third party or otherwise receive a fee from any third party in connection with the Connectivity Equipment. No radio or television aerials or other receivers and/or equipment, infrared transmitters/receivers, cabling, telecommunications systems (including but not limited to switching, relay, hub or booster systems) other than the Connectivity Equipment shall be erected or placed within the Assigned Location or on the roof or walls (interior or exterior) of the Assigned Location or the Shopping Center without the written consent of Licensor, which may be withheld In Licensors sole discretion. If Licensors consent is not recelved, anything erected or placed on the roof or elsewhere within the Shopping Center may be removed, without notice, and any damage to the walls or roof or elsewhere within the Shopping Center shall be the responsibility of Licensee_ Notwithstanding anything herein to the contrary, Licensee's access to the roof is limited to the maintenance of equipment installed with Licensors approval and inspections for damage to same, and Licensee shall not go on the roof without the prior written approval of Licensor 29. E- mails; Marketing. Licensee agrees to allow Licensor to email to Licensee, at the email address noted above, any services, resources or special information that Licensor may provide, or any of same services provided by outside providers who have offered such services to Licensees or occupants of the Shopping Center. Additionally, by signing this License, Licensee agrees to give Licensor the right to use photos of the Licensee's Assigned Location and their business in marketing materials provided by Licensor to others 30. Notices. Notices to Licensee may be sent to Licensee's notice address above or delivered to Licensee's employees or agents at the Assigned Location. Notices to Licensor shall be in writing and sent by certified mail or nationally recognized overnight courier service to Licensor at the notice addresses above. Notices or demands shall be deemed to have been given, made or communicated on the date they were delivered or first refused. 31. Representations, If Licensee is or will be a corporation or partnership or limited liability company of any kind, Licensee represents that Licensee is a duly incorporated or duly qualified (if foreign) corporation or partnership, as the case may be (including without limitation a limited liability corporation and a limited liability partnership), and is authorized to do business in the state where the Shopping Center is located (evidence shall be supplied Licensor upon request). Licensee also covenants and represents that the person or persons, partner or member executing this License on behalf of Licensee is authorized to sign and execute this License, 32. Miscellaneous. This License contains all the covenants, promises, agreements, conditions and understandings between Licensor and Licensee. There are no other agreements, either oral or written, between them other than those set forth in this License. If either Licensor or Licensee shall institute any action or proceeding against the other relating to the provisions of this License, then the unsuccessful party in the action or proceeding shall reimburse the successful party for all reasonable expenses and attorneys' fees and disbursements incurred by the successful party. This License shall be governed by, construed, and enforced in accordance with the laws of the state in which the Shopping Center is located. Licensee shall comply with all laws, ordinances, codes, orders and regulations affecting the construction (if any), use, occupancy, alteration, cleanliness, safety and operation of the Assigned Location, which are in force now or later. The failure of Licensor to insist upon strict performance by Licensee of any of the conditions, provisions, rules and regulations, and agreements in this License, or to exercise any option, shall not be deemed a waiver of any of Ucensors rights or remedies, and shall not be deemed a waiver. This License shall not confer rights or benefits, including third -party beneficiary rights or benefits, to anyone that is not a named party to this License, including any individual, corporation, partnership, trust. unincorporated organization, governmental organization or agency or political subdivision. [The remainder of this page is intentionally left blank.] DEAL ID:S0106576 New Hanover County Brookfield BST Properties The parties have executed this License made the day and year first above written. Licensee New Hanover County, NC RSEINDEPENDENCE,LLC Authorized Signatory q b-O I I Date -7 /" /leJ Independence Mall If Licensee is a corporation or limited liability company, an authorized officer must sign on behalf of the corporation and indicate the capacity in which he /she is signing. The License must be executed by the president or vice - president, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which event, the bylaws or a certified copy of the resolution, as the rase may be must be attached to this License. Also, the appropriate corporate seal must be affixed. DEAL ID:S0106570 By M. n GriD� 'Au�it- Name: 1Ct We r rue RSEINDEPENDENCE,LLC Authorized Signatory q b-O I I Date -7 /" /leJ Independence Mall If Licensee is a corporation or limited liability company, an authorized officer must sign on behalf of the corporation and indicate the capacity in which he /she is signing. The License must be executed by the president or vice - president, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which event, the bylaws or a certified copy of the resolution, as the rase may be must be attached to this License. Also, the appropriate corporate seal must be affixed. DEAL ID:S0106570 50(h t b; t- A Schrader, Beth From: Lewis, Helen < helen. lewis @brookfieldpropertiesretail.com> Sow: Thursday, September 13, 2018 7:17 PM To: Schrader, Beth Subject insurance information Attachments: Sears-COI information- 9- 13- 18.pdf The Insurance limits should be: General Liability: $1M per occurrence /$3M in the aggregate Workers Compensation: per statutory requirement /$1M per accident or disease whichever is larger Auto: $1M per occurrence /$1M in the aggregate Additional Insureds are listed on the attached template along with the Certificate Holder. if you need anything else please let me know. Thank you Helen Lewia General Manager I Independence Mall Retail 3500 Oleander Drive, Wilmington, NC 26403 T 910.726.3676 1 M 910.523.1920 heien.lewis@broe kfieldpmperdesretaii.com www.Ibrookfleldpropertlesrstafl.com Brookfield Properties ✓ i n [j View important disclosures and information about our e-mail policies here. E -%h 1 b i t- 16 --- 4C Rae CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A NATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, "TEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: B the certlBcats holder is an ADDITIONAL INSURED, the poUey(les) must haw ADDITIONAL INSURED Provisions or be endorsed, If SUBROGATION IS WANED, subject to the tams and conditions of the policy, certain policies may require an endorsement A statement on this eeMiReale does not confer dales 1. the nerdfhNLfe holder in Ile. of such .ndn,.. of.t °"OOU a Robin Johnson Commercial Lines - (919) 676 -8634 pHpE Ax Sy. 984.255.1083 .877508 -0509 USI Insurance Services National, Inc. mbinjohnson usi G01n Apumm 8540 Colonnade Center Drive, Suite 111 AFFOS0alOCOVERAGE KW N Raleigh, NC 27815 meals A. TravelerslndemniNComoanv 1 25858 NPMMS: Safety National Casualty Corporation 15105 New Hanover County srslater c 230 Government Center Drive alslal6l D: I Suite 125 -A a BAM E: Wilmington, NC 28403 F: COVERAGES CSMCATE NUIMSER: 13415585 REVISION NUMAER- Sea hetma THIS IS TO CERTIFY THAT THE POLICES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TR lYFE OF eIaUeANCE PODCY NINIBER FOtJ WITS A X cLAIfsAlASE I X X AP15P33696 711/2018 711!2019 EACH oURRENCE IRE ! 1.000,000 f I.000.00D ! MEOE %P• m1-1 Is 1,000,000 PEASON4, a Am "Am DENLAGOREGATE UMITAPPUESPER POLICY EECT XX LOC ! 7,000,000 GENERAL AGeREOATE PRO OUCTB CCMPIOP AGO ! 3.000.000 Is Sf.000A00 OTHER em A —LIABILITY x x B100m1857B6 7N /2016 7/112018 yrt ! 4000.000 % ANY AUTO BODILY MA1RY (Per P-A) J f OWNED SCHEDULED AUTOS ONLY AUmS % HIT® x NON.OWNIM AUTOS ONLY AUTOS ONLY BODILY MNRY (Par omWwff PR ! ! i aLPD OM. 110.000 A "W""LLAwa x 'OCCUR X X ZUPlSP33703 7Nrz018 7112019 BAefl OrXAlRItENCE a e.0og0o0 % stuns WS CLNA15+/ADE A60eEGATe f 4,000,000 % fElENrtON! ?0.000 f B QASILITY Y/N O Fx LUD�9 currva BpY1tlYNy ail' IPTION OF RATIONS M!A X AGC4058768 Excess WC 7/112018 1711/2019 % a E.L EACH ACCIDENT E.L. DISEASE - EA EMPL EL, DISEASE • POLICY TAIrT I 1,000.000 t 1000,(10(1 f 1.000.000 DEBCRPTIOk OF.1EaAmONe 1 LOCATIONS 1 VEhOCtFa UCDRD tD1, AO4N.ir144wwMe lrAtluN, mry d eMw.e il,nae �P.a H reOMrw) RSE Independence LLC. Rouse properties, LLC, Brookfield Properties (R) LLC, all direct and indirect parents and subsidiaries of rouse and Owner, any of their aI511ated entities. Successors and assigns, and any current or future director, o0lcer, employee. partner member, or agent of any of them and any lenders under any financing agreements, tenants of rouse and owner or any party to whom muse or owner owes obligations under a reciprocal easement agreement are additional insureds as respects general, auto, and excess laiability coverage as required by written contract. Waiver of subrogation applies In favor of additional insured as respects workers compensation, general, auto, and excess Ilability as required by written contract and where allowed by law. CERTIFICATE HOLDER CANCELLATION RSE Independence LLC SHOULD ANY OF THE ABOVE DESCRIBED FMiCIES BE CANCELLED BEFORE 3500 Oleander Or THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Wilmington, NC 23403 AunloRnsDeEPRmmAmE ACCORD 25 (2016103) The ACCORD name and Logo are registered marks of ACORD 0 19884015 ACORD CORPORATION. All fights reserved,