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Preferred parking program—Parking meter lease agreement. Preferred Parking Program Lease Agreement This indenture of lease entered into _________, 19__, by and between _________, a division of _________ Corporation, whose principal place of business is located at _________, _________, _________, as Lessor and _________ located at _________, as Lessee. _________, a division of _________ Corporation, is desirous of leasing to Lessee certain parking meter equipment and other improvements to be installed and maintained by Lessor upon the property owned or managed by the Lessee at the location described above and Lessee is agreeable to leasing from Lessor that certain parking meter equipment and improvements upon the terms and conditions set forth below. Therefore, for and in consideration of the covenants, conditions and agreements contained in this agreement, the parties mutually agree and covenant as follows: 1. Preamble Made Part of Lease. The preamble described above is made a part of this Lease Agreement. 2. Term of Lease. The lease term shall be for a period of 120 months commencing the first day of operation of the Preferred Parking Program _________, 19__ and ending on _________, 19__; however the date of commencement may be amended or postponed by Lessor, upon written notice to Lessee, in the event that unforeseeable and unavoidable circumstances delay the erection and installation of the demised parking meters on the Lessee premises. This Lease Agreement may be cancelled at the end of the first 6 months after commencement of the Preferred Parking Program Agreement provided Lessee notifies Lessor 45 days prior to the expiration of the 6-month period of its intent to cancel the Lease Agreement. In the event the Agreement is cancelled by Lessee at the expiration of the initial 6-month period, 100% of the revenue obtained as parking meter fees shall be retained by Lessor. If this Lease Agreement is not cancelled by Lessee at the expiration of the first 6 months, the Agreement will continue in full force and effect for an additional 6 months and then year to year. The Lessee will have an option to cancel this Agreement on the anniversary date of this Agreement in any subsequent year provided the Lessee notifies Lessor 45 days prior to the expiration of the end of the year of its intent to cancel. In the event the Lessee does not cancel this Lease Agreement at the expiration of the initial 6 months, the Lessee's share of the first 6-month revenue will be payable to Lessee together with its share of the revenue for the 7th month. 3. Installation and Maintenance of Parking Meters and the Surrounding Property. The Lessor agrees to manufacture, supply and install at Lessor's own expense not less than _________ parking meters which represents 10% of the total parking spaces available on the Lessee's property. The location of Lessor's parking meter equipment will be installed at such locations to be agreed upon in writing by the parties, according to the Lessee's property layout drawings to be furnished to Lessor by Lessee [Exhibit omitted]. The Lessor further agrees, at its own expense, and at all times during the lease term, and any extension or renewal, to keep the demised parking meter equipment in proper working order. During the course of the Lease Agreement, the Lessor, its employees, agents and contractors may enter upon the Lessee's property at any time for purposes of installing, inspecting and maintaining the parking meter equipment; and the Lessee agrees that it will not unreasonably interfere, or cause its employees, agents or servants to unreasonably interfere with the Lessor's employees, agents or contractors in the pursuit of the Lessor's installation, maintenance of or revenue collection from the parking meter equipment. The Lessee agrees, at its own expense and at all times during the Lease term, to keep its parking lot, parking spaces and the driveways appurtenant to it, reasonably free of ice, snow and rubbish and in good repair and condition. In addition, the Lessee shall also provide and maintain, in compliance with the requirements of the controlling municipality, such outdoor lights and lighting as may be reasonably necessary to illuminate the parking areas and parking meter equipment. 4. Revenue and Revenue Enhancement. (a). The revenue collected from the parking meters will be shared between Lessor and Lessee in accordance with the following schedule:
(b). If during the term of this Lease Agreement, the Lessor determines that it is necessary to change the time and fee rate of the parking meters in order to maintain the relationship to the time and fee rate established at the inception of this Agreement, the charge will be calculated based upon a comparison between the Consumer Price Index during the month the parking meter installation became operative and the most current figures contained in the Consumer Price Index. The Lessor agrees that the parking meter fee rate will not be changed more than once each 24 months. All costs and expenses incurred in connection with changes in time and fee rate in this paragraph will be borne by Lessor. (c). If the Lessee desires that time and fee rates are changed more frequently than the allowed 24-month period, a request in writing must be submitted to Lessor by Lessee for Lessor's written approval. All costs and expenses incurred in connection with time and fee rate changes more frequently than once in the 24-month period will be borne by Lessee. 5. Periodic Revenue Control and Collections. Lessor will attempt to collect the parking meter revenue from meters designated in zone configurations. Each zone configuration will contain approximately 50 meters. Lessor will submit to Lessee's management, on a periodic basis not to exceed _________ reports per year, reports indicating the revenue collected in each designated zone configuration located at Lessee's property. These reports will be in addition to the monthly gross revenue report submitted with the Lessee's share of revenue check. 6. Adjustment—Implementation. If it is determined through careful audit of the collection receipts that the Lessor is not maximizing the use of the Preferred Parking opportunities, the Lessee may recommend the following: (a). Relocation of installed meters—Lessor will, at the direction of Lessee, relocate and reinstall certain parking meter equipment at Lessor's expense. (b). Any further requests by Lessee for changes of location or reinstallation of the original parking meter equipment must be approved in writing by Lessor and all expenses incurred in such further change will be borne by Lessee. 7. Collection of Revenue. Lessor will arrange for and supervise the revenue collection from the demised parking meter equipment. 8. Payments. Payments to Lessee for its share of the revenue collected from the parking meter equipment for a completed month will be made by Lessor on or before the 15th day of the subsequent month. 9. Installation of Additional Meters. If after reviewing the audits of the zone configuration collection, the Lessee is desirous of enlarging the Preferred Parking installation and adding additional parking meter equipment, the following formula shall be implemented: (a). The Lessee shall determine the total number of additional parking meters to be installed at the Lessee's property and the percentage relationship the additional meters will have to the total number of parking meters originally installed at the commencement of this Agreement. (b). The Lessee will be entitled to 50% of the gross revenue of the percentage that the additional parking meters represent for the next 12-month period. In addition, the Lessee will be entitled to its contractual share for all other parking meter equipment, based on its rate of participation as outlined in paragraph 4(a), Revenue and Revenue Enhancement. At the end of 12 months subsequent to the installation of the additional parking meter equipment, the revenue payment arrangements will revert and be paid pursuant to the rates outlined in paragraph 4(a), Revenue and Revenue Enhancement. 10. Enforcement. The Lessor agrees to assist the Lessee in negotiating and procuring any contracts with the corporate authority of any controlling municipality or county necessary for the approval of the Preferred Parking Program Plan described in this Agreement and to empower the police or sheriff of the municipality or county to regulate the parking in the Lessee's shopping center and to enforce the use of the parking meter equipment installed in Lessee's parking area by the issuance of parking tickets to any parking violator; pursuant to the applicable municipal, county or State parking meter ordinance or law. All monies obtained by any municipality or county as fines for violation of the parking meter ordinance or law shall belong to the municipality or county. 11. Taxes, Fees and Permits. Any taxes, fees, permits, licenses, etc., required by the controlling municipality or governmental authority in connection with the installation of the Preferred Parking equipment or the operation of the Preferred Parking Program will be advanced by the Lessor and deducted from the gross revenue collected prior to the sharing of revenue under the Schedule set forth under paragraph 4(a) of this Agreement. 12. Miscellaneous Provisions. (a). Lessee agrees that it will not contract with any competitors of the Lessor to install any parking meter equipment on its premises during the term of this Lease Agreement, without the express written consent of the Lessor. (b). This Lease Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing contained in it, whether expressed or implied, is intended to give or shall be construed as giving anyone other than the parties and the named municipality and their successors or assigns any rights under this Agreement. (c). This Agreement (i) contains the entire understanding between the parties with respect to the transaction contemplated; and (ii) may be altered or amended from time to time only by written instrument executed by all parties to this Agreement. (d). This Agreement shall be interpreted in accordance with the laws of the State of _________. (e). The Lessee provides that this Agreement acknowledges that all parking meter equipment remains the property of the Lessor at all times. 13. Assignment. Lessee shall not transfer, sublease, or assign this Agreement or any interest in it without the prior written consent of the Lessor. 14. Notices. All notices required in this Agreement shall be in writing and service by certified mail, return receipt requested, shall be considered service as provided in this Agreement. Lessor: _________ With a copy to: _________ Lessee: _________ With a copy to: _________ 15. Insurance. (a). At all times during the term of this lease, the Lessor shall keep and maintain, or cause its agents, contractors, or subcontractors to keep and maintain, such worker's compensation insurance and such other forms of insurance as may from time to time be required by law or may be necessary to protect the Lessee and its property from claims of any person who may at any time work upon Lessee's property to install and maintain the parking meter equipment. (b). The Lessee at all times shall procure and maintain at its own cost and expense at all times during the lease term comprehensive general public liability insurance and any additional insurance coverage to insure against major vandalism of the installed parking meter equipment. Lessee shall furnish Lessor a certificate of insurance evidencing such insurance is in full force and effect. Lessee agrees that the insurance will cover any losses caused to the parking meters which exceed 10% of the installation price (per attached price list [Exhibit omitted] currently in effect) of the parking meters. The Lessor agrees and accepts responsibility of the first 10% of parking meter equipment. 16. Periodic Reports. The Lessor agrees to periodically furnish to Lessee relevant documentation and reports which Lessor possesses relating to Preferred Parking installations at other shopping centers located in this State or other States, including, but not limited to, layouts in use and new customers. 17. Promotional Program Assistance. The Lessor will supply mats or "slicks" for inclusion in shopping center advertising tab sections for special sales conducted by individual stores and for centerwide promotions in addition to initial copy for "break advertising" announcing Preferred Parking at the shopping center. 18. Force Majeure. If the Lessor shall be delayed or hindered in or prevented from the performance of any act required under this Agreement by reason of any strike, lockout, labor trouble, inability to procure materials, or energy, failure of power, restrictive governmental laws or regulations, riot, insurrection, picketing, sit-ins, war or other unavoidable reason of a like nature not attributable to the negligence or fault of the Lessor delayed in performing work or doing any act required under the terms of this lease; then the performance of such work or action will be excused for the period of the unavoidable delay and the period for the performance of any such work or action will be extended for an equivalent period. 19. Execution of Lease Authorized by Board of Directors. The execution of this lease has been authorized by the respective Board of Directors of the Lessor and the Lessee. 20. Contingencies. In the event the Lessor and Lessee are unable to obtain written approval and acceptance of the covenants, conditions and agreements contained in this Agreement by the corporate authority of the controlling municipal or county, this Lease Agreement shall be null and void. 21. Condemnation. If any or all of the Lessee's property shall be taken for public or quasi-public use by any public or quasi-public authority under the power of eminent domain, then, at the option of the Lessor, the term of this Lease Agreement shall terminate as of the date possession shall be taken by such authority. 22. Default. In the event that the Lessee fails to commence operation of the Preferred Parking Program or unilaterally terminates the operation of the program other than provided for under paragraph 2, Lessee shall pay to Lessor a sum of $120 per metered car space as liquidated damages. 23. Remedies Cumulative. Except as otherwise provided in this Lease Agreement, the rights and remedies granted in this Agreement are cumulative and are in addition to any given by any statutes, rule at law or otherwise, and the use of one remedy shall not be taken to exclude or waive the right to the use of another. 24. Estoppel Certificate. At any time and from time to time, Lessee agrees upon request in writing from Lessor to execute, acknowledge and deliver to Lessor a statement in writing certifying that this lease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified) and the dates to which the revenue share has been paid. Lessor: _____________________________________________ A Division of __________________________________________ Corporation _______________________, __________________ By _____________________ Lessee: _________________ By _____________________
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