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PD Northgate Mall Lease AgreementSPECIALTY LEASE AGREEMENT TypeR This Specialty Lease Agreement ("Agreement") is made as of this /3 i day of `v` 411 . 2009, by and between Northeate Mall Associates dba: The Mall at Northeate (the "Landlord") and San Rafael PolicJDepartment dba. San Rafael Police Department (the "Tenant"), based on the following facts and circumstances: A. Landlord is the owner of certain real property, commonly known as The Mall at Northeate ("Center"); and B. Tenant desires to lease certain premises at the Center. C. If Tenant is also leasing personal property (CART UNIT) from Landlord see exhibit "C" attached. In consideration of the rent and other charges to be paid and the covenants to be performed by Tenant hereunder, Landlord does hereby lease and demise to Tenant, and Tenant does hereby lease and take from Landlord, the Premises hereinafter described, upon the terms and conditions hereinafter set forth: 1. Premises. The "Premises" are located within the portion of the Center known as INLINE 232 containing approximately 200 square feet, which location is depicted on Exhibit "A" attached hereto and made a part hereof by this reference, where the Tenant is permitted to display and sell its merchandise. No other portion of the Center may be used by Tenant except for the Common Area in common with other persons As used herein, the term "Common Area" shall mean all realty and improvements in or at the Center now or hereafter made available by Landlord for the general use, convenience and benefit of Tenant and other tenants upon the Center. Tenant agrees that the Premises may be relocated at any time at the discretion of, and without liability to, the Landlord. 2. Term. The "Term" of this Agreement shall commence on June 1, 2009 (the "Commencement Date") and will expire on Mav 31, 2010 unless sooner terminated as provided herein. Tenant will operate its business upon the Premises throughout the Term. Tenant agrees that Tenant's rights under this Agreement may be terminated upon (3O) day's written notice from Landlord in Landlord's sole and absolute discretion and without cause. Upon expiration of this Lease Agreement if Tenant fails to execute a new Specialty Lease Agreement and continues to occupy space, Tenant will be assessed a $100.00 fee for each week that Tenant occupies space without a current executed lease on file in addition to fees noted in paragraph 6 of this lease agreement. 3. Use. Tenant shall use the Premises during the Term for the sole purpose of displaying and selling (subject to the approval of Landlord) to the public at retail (use category -Promo/Service/Disoiav ) San Rafael Police Sub Station and for no other use or purpose. 4. First and Last Months Fees. On or before the Commencement Date, Landlord shall collect from Tenant a sum in the amount of Twentv Dollars ($20.00). This amount will be applied to the first and last months fees due on this Agreement as noted below in paragraph 6 of this agreement. . 5. Exchanges and Refund Policv. Tenant shall be required to exchange or refund all merchandise with receipt, to the customer within (30) days from the purchase date. Tenant shall not limit the return of merchandise to exchanges or merchant credits, and "Exchanges Only" or similar signs are not permitted. 6. Fees. Tenant shall pay to Landlord the following Fees for Tenant's use of the Premises, the sum of $120.00 for the term total of this lease agreement Unless otherwise provided herein, all fees due Landlord pursuant to this Agreement shall be paid in advance on or before the first day of each calendar month during the Term by Tenant payable to Landlord and sent to the following lock box address: Northgate Mall Associates. Dent. 2596-3105. Los Angeles. Ca 90084-2596 In the event the Term covers only a portion of any specific calendar month, the Base Rent and the Other Rent/Contributions for such month, as well as the base sales dollar amount(s) provided in Paragraph 7 below, shall be prorated by multiplying such amounts by a fraction, the numerator of which is the number of days in such calendar month which fall within the Term and the denominator which is 30. Payment Schedule Revised November 2007 Fees shall be paid monthly and for Landlord accounting Purposes shall be allocated as follows. Tenant Payments Landlord Accounting Due Amount Min Rent CAM RE Tax Marketing Cart Fee Electric Last Month Rent 6/1/2009 20.00 10.00 10.00 7/1/2009 10.00 10.00 8/1/2009 10.00 10.00 9/1/2009 10.00 10.00 10/1/2009 10.00 10.00 11/1/2009 10.00 10.00 12/1/2009 10.00 10.00 1/1/2010 10.00 10.00 2/1/2010 10.00 10.00 10.00 3/1/2010 10.00 4/1/2010 10.00 10.00 5/1/2010 0.00 10.00 -10.00 Revised November 2007 The fees noted below are in addition to those noted in paragraph 6 and will not be included with any % rent calculation. These fees will cover any miscellaneous fees for visual merchandising, application fees etc. Payment Due Per Term Fee Description 7. Percentsee Rent. Tenant shall pay to Landlord, as "Percentage Rent," an amount equal to N/A% of the excess of all gross sales and revenues (as hereinafter defined) made at the Premises during each calendar month during the Term over base sales of $N/A. Percentage Rent shall be due and payable for each month on or before the 15th day of the following calendar month during the Term (and within 15 days after the end of the Term) and delivered to the Landlord. /(Breakaoint chanees durine the term please note here From to % of the excess of all gross sales and revenues made at the Premises during the term over base sales of $ per month From to % of the excess of all gross sales and revenues made at the Premises during the term over base sales of $ per month From to % of the excess of all gross sales and revenues made at the Premises during the term over base sales of $ per month From to % of the excess of all gross sales and revenues made at the Premises during the term over base sales of $ per month From to % of the excess of all gross sales and revenues made at the Premises during the term over base sales of $ per month From to % of the excess of all gross sales and revenues made at the Premises during the term over base sales of $ per month 8. Utilities. In the event electricity and/or any other utility is separately metered to the Premises, Tenant shall solely be responsible for contracting for such separately metered utility and shall pay all costs directly to the utility supplier. Tenant shall be solely responsible for using any and all utilities in a safe and hazardless manner, complying in all respects with applicable codes and ordinances. 9. Plans and Specifications. Tenant shall perforin, at Tenant's sole cost and expense, any and all refurbishing to the Premises as necessary to bring the Premises into an appropriate operating condition, all in accordance with architectural and construction plans and other data approved by Landlord. Tenant agrees to submit for Landlord's approval all such architectural and construction plans and other data not later than fifteen (15) days from the date of this Agreement. Upon approval by Landlord of such plans and data, Tenant shall commence and diligently prosecute to completion the construction and installation of Tenant's improvements in the Premises strictly in accordance with such approved plans and data. All store signage must be approved by Landlord prior to installation by authorized sign company or installation contractor. Tenant must have storefront signage installed prior to store opening. Tenant is responsible to provide Landlord with all required local city permits. No changes, modifications or alterations may be made to said approved plans or other data without the prior written consent of Landlord. In the event Tenant's improvements have not been constructed in strict accordance with said approved plans, Tenant, upon Landlord's request, shall immediately remove its improvements and other personal property from the Premises and this Agreement shall thereon immediately terminate. In such event, Landlord may recover from Tenant the unpaid rent which would have been earned after termination and any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Agreement. Upon the expiration or earlier termination of this Agreement, Landlord shall have the option, which option may be exercised in Landlord's sole and absolute discretion, to require Tenant to either (i) quit and surrender the Premises with all improvements thereon or (ii) remove all Tenant's improvements from the Premises and take all steps necessary to restore the Premises to its condition on the date hereof. 10. Mechanics' Liens. Tenant agrees not to permit or cause any mechanic's lien to be filed against the Premises or the Center by reason of any work, labor, services or material performed at or furnished to the Premises, to Tenant, or to anyone holding the Premises through or under the Tenant. Nothing in this Agreement shall be construed as consent on the part of the Landlord to subject the Landlord's estate in the Premises to any mechanic's liens or liability under the mechanic's lien laws in the state in which the Center is located. 2 Revised November 2007 11. Sales Renort. Within 5 days after the end of each calendar month during the Term, Tenant shall submit to Landlord a report of all gross sales and revenues during the month just ended certified as true and correct signed by Tenant. Sales can be mailed to: Northgate, 5800 Northgate Mall, Suite 200, San Rafael CA 94903 or faxed to: (415) 479-3608, or emailed to: loretta.tanner@macerich.comFor purposes of this Agreement, "gross sales and revenues" shall mean the selling price of all goods, merchandise and services sold, leased, licensed or delivered in, upon and/or from the Premises by Tenant, its subtenants, licensees and/or concessionaires or any other person, firm or entity; provided, however, that gross sales and revenues shall exclude sales tax specifically paid by customers as part of the sales price and collected by Tenant to be paid to the taxing authority. In the event Tenant fails to deliver such report by such date, in addition to all other rights and remedies of Landlord, Tenant shall pay Landlord a late charge of One Hundred Dollars$1( 00.00)• which shall become immediately due and payable. Such charge shall not be in lieu of Landlord's other remedies under this Agreement or at law, and acceptance by Landlord of such charge shall not preclude Landlord from seeking any other available remedy. Landlord will have the right from time to time, upon three (3) days written notice, to audit or examine all of Tenant's sales records. If any deficiency in the payment of the Percentage Rent is disclosed by such audit, Tenant shall immediately pay such deficiency to Landlord plus the cost of the Landlord s audit. 12. Late Charees. If Tenant shall fail to make any payment Fees (as noted in paragraph 6), Percentage Rent, or any other charge to be paid hereunder when due, Tenant shall pay Landlord a late charge equal to One Hundred dollars $100.00. Payment will be due within 3 days of written notice of default. If default continues for a period in excess of five (5) days, Tenant in addition shall pay Landlord interest on the amounts owing (until paid) at a rate equal to the lesser of: (i) twelve percent (12%) per annum; or (ii) the maximum legal rate. These late charges shall not be in lieu of Landlord's other remedies under this Agreement or at law, and acceptance by Landlord of such charges shall not preclude Landlord from seeking any other available remedy. 13. Dutv to Maintain. Tenant shall, at its sole cost and expense, keep the Premises and all equipment, fixtures and plate glass therein in a clean and wholesome condition, in good order and repair, free and clear of litter and debris and free from any objectionable noises, odors or nuisances and in compliance with all health and police regulations, in all respects and at all times. In the event the Premises involve a kiosk or are otherwise within the Common Area, Tenant's duty to maintain as provided by the foregoing sentence shall also apply to the Common Area within a radius of twenty feet (20') of the Premises. Tenant agrees to dispose of litter and debris only in receptacles designated by Landlord. If Tenant refuses or neglects to make repairs or perform maintenance as required hereby, Landlord shall have the right (without notice in emergency situations and upon reasonable notice in other situations), but not the obligation, to make such repairs or perform such maintenance and to bill Tenant for the reasonable costs thereof, which costs shall be immediately payable by Tenant to Landlord as additional rent. 14. Comoliance with Laws. Tenant shall, at its sole cost and expense, comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or any other agency having or claiming jurisdiction) related to the use, occupancy or condition of the Premises. All business licenses and other applicable permits and licenses shall be secured and paid for by Tenant. 15. Manner of Operation. At all times, Tenant shall conduct its activities in a tasteful manner in accordance with Landlord's rules and regulations for the Center as described in Paragraph 18 of this Agreement and in a manner that will compliment the aesthetics of the Premises and the Center. 16. Insurance. Tenant, at its sole cost and expense, shall obtain and keep in full force and effect during the Term a policy of comprehensive general liability and special form (all-risk) insurance, including without limitation broad form property damage liability and personal injury liability coverage, insuring Landlord and Tenant against any liability arising out of the use or occupancy of the Premises and all areas appurtenant thereto. Said insurance shall at all times be in an amount of not less than One Million Dollars ($1,000,000.00) combined each occurrence in the aggregate for personal and bodily injury and property damage. All such insurance shall specifically insure the performance by Tenant of the indemnity agreement as to liability for injury to or death of persons and injury or damage to property contained in Paragraph 17 of this Agreement. Said policy shall also name as additional insured's on an "Additional Insured — Managers or Lessors of Premises Endorsement", Landlord, the Center's management company and the Center's Merchants' Association and all other entities requested by Landlord. Tenant shall also obtain and keep in full force and effect during the term of this Agreement, Workers' Compensation Insurance as required by the laws of the State in which the Center is located and covering all persons employed by Tenant in the conduct of its operations (including the all states endorsement and, if applicable, the volunteers endorsement). A certificate evidencing the coverage required under this Paragraph 16 shall be delivered to Landlord not less than fifteen (15) days prior to Tenant entering upon the Center. Such certificate shall contain a provision that Landlord and Tenant shall be given a minimum of ten (10) days written notice by the insurer prior to cancellation, termination or material change in such insurance. 17. Indemnity. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all loss, cost, damage, injury or expense arising out of or in any way related to claims of injury to or death of persons, or damage to property, occurring or resulting directly or indirectly from the use or occupancy of the Premises or activities of Tenant in or about the Premises or Center, except to the extent such claims arise solely from the gross negligence of Landlord; such indemnity shall include, without limitation, the obligation to provide all costs of defense against such claims. 18. Rules and Reeulations. Tenant agrees to comply with (and cause its officers, employees, contractors, invitees and all others doing business with Tenant, to comply with) all rules and regulations of general applicability regarding the Center as may be established by Landlord at any time and from time to time during the Term, including without limitation rules and regulations pertaining to signs. See exhibit "B" attached for detailed operating rules. 19. Hours of Operation. Tenant shall be open for business at the Premises during all regular Center hours, and at such other hours as a majority of the other businesses operating at the Center are open. Accordingly, with respect to any day 3 Revised November 2007 during the Term that Tenant shall fail to be open for all the hours provided for above, Tenant shall pay a charge of One Hundred Dollars ($100.00) which shall become immediately due and payable, within 3 days of written notice of default. Such charge shall not be in lieu of Landlord's other remedies under this Agreement or at law, and acceptance by Landlord of such charge shall not preclude Landlord from seeking any other available remedy. 20. Assignment. This Agreement, and the rights granted hereunder, are personal to Tenant and are non -assignable and non -transferable by Tenant. Any attempted assignment or other transfer of this Agreement, or sublease of any rights hereunder, by Tenant (collectively, "assign" and/or an "assignment") shall be null and void, have no effect and confer no rights upon any third party. Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors, assigns, heirs, administrators, executors and representatives. 21. Default. The occurrence of any of the following shall constitute an event of default on the part of Tenant: i. Any failure by Tenant to pay any sums due hereunder if such failure continues for a period of time in excess of three (3) days after notice from Landlord to Tenant (which notice shall be in lieu of, and not in addition to, any notice required by law); ii. Any failure by Tenant to perform any other of the terms, conditions, or covenants of this Agreement to be observed or performed by Tenant if such failure continues for a period of time in excess of 3 days after notice from Landlord to Tenant (which notice shall be in lieu of, and not in addition to, any notice required by law); iii. If (I ) Tenant should institute any proceedings under the Bankruptcy Act, as such now exists or under any amendments, reenactments, or replacements thereof that may hereinafter be enacted, or under any other act relating to the subject of insolvency or bankruptcy, whether in such proceeding Tenant seeks to be adjudicated a bankrupt, or to be discharged of its debts or to effect a plan of liquidation, composition or reorganization; or (2) any involuntary proceeding should be filed against Tenant under any such bankruptcy laws; or (3)Tenant should become insolvent or be adjudicated a bankrupt in any court of competent jurisdiction, or a receiver or trustee should be appointed of Tenant's property, or Tenant should make assignment for the benefit of creditors; or (4) there should occur the attachment, execution, or other judicial seizure of substantially all of Tenant's assets located at the Premises, or if a writ of attachment is executed on this Agreement; or (5) this Agreement, or any interest therein or to the Premises, should otherwise by operation of law dissolve or pass to any person or persons other than Tenant; iv. Tenant's abandonment of the Premises; in which case remainder of Fees for the term of the agreement are immediately due and payable; or V. Tenant's attempt to "assign" this Agreement or any of Tenant's rights hereunder contrary to Paragraph 20 of this Agreement. If an event of default occurs, then Landlord, in addition to any other rights or remedies it may have at law or in equity or under this Agreement, shall have the immediate right to unilaterally terminate this Agreement and to remove all persons and property from the Premises (such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant), all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. 22. Termination. Upon the expiration or earlier termination of this Agreement for any reason whatsoever, Tenant shall leave the Premises in a neat and broom clean condition, free of debris and in as good condition as when the Premises were originally delivered to Tenant, ordinary wear and tear and casualty damage excepted, and shall promptly remove all personal property placed on the Premises by or on behalf of Tenant. Tenant hereby authorizes and irrevocably appoints Landlord as its true and lawful attorney-in-fact to remove all such personal property upon Tenant's failure to remove all personal property from the Center within three (3) days after the expiration or earlier termination of this Agreement. Tenant hereby waives any and all loss or damage thereto arising from the exercise of this power, and covenants to indemnify and hold harmless Landlord from and against any costs, claims, liens, damages or attorney fees, costs and disbursements arising from such removal. 23. Suitabilitv of Premises. Tenant hereby accepts the Premises in an "AS IS" condition and Landlord expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability of the Center or Premises. It is understood by Tenant that Landlord does not provide security protection for the Premises and/or Tenant's personal property. 24. Landlord's Access to Premises. Tenant agrees that Landlord, its agents, employees or any person authorized by Landlord may enter the Premises at reasonable times for the purpose of inspecting its condition, making repairs or improvements to the Premises or the Center as Landlord may elect (or be required) to make or exhibiting the Premises to prospective lessees. Landlord agrees not to disturb Tenant's conduct of business during such access except in the case of emergency. 25. Entire Agreement. This Agreement contains the entire agreement of the parties. Any representations or modifications concerning this instrument shall be of no force and effect, excepting a subsequent modification in writing signed by the party to be charged. 26. Notices. All notices required hereunder shall be in writing and may be delivered by personal service to the other party (in which case such notice shall be deemed delivered as of the day of such delivery), or sent postage prepaid by certified mail, return receipt requested (in which case such notice shall be deemed delivered as of the third day after the date of such mailing), to the address set forth below each party's signature block. 4 Revised November 2007 27. Severabilitv. If any term or provision of this Agreement or any portion of a term or provision hereof or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement and each portion thereof shall be valid and be enforced to the fullest extent permitted by law. 28. Captions and Terms. The captions and section numbers appearing in the Agreement are for convenience only and are not a part of the Agreement and do not in any way limit, amplify, define, construe or describe the scope or intent of the terms and provisions of this Agreement, nor in any way affect this Agreement. 29. Hazardous Materials. Tenant shall at all times in all respects comply with all federal, state and local laws, ordinances and regulations relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of petroleum products or by-products, or hazardous or toxic substances, materials or waste which is or becomes regulated by any local, state or federal agency (collectively, "Hazardous Materials"). Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. 30. Waste/Trash Removal. Without limiting the generality of the foregoing paragraph, in the event waste and or trash removal for the Premises is separately provided to the Premises, Tenant shall be solely responsible to pay all costs directly to the service provider as designated by the Landlord. 31. Unauthorized Communications Devices. Tenant shall not install or operate (excluding cellular phones or pagers) or permit the installation or operation, at the Center or within the premises of any device, equipment of facility for transmitting, receiving, relaying or amplifying communications signals used or operated as a part of a telecommunications network or global positioning system, or otherwise emitting or receiving signals, frequencies, video date or voice communications, including, without limitation, any dish, panel, antenna, satellite or cellular communications equipment, amplifiers, microcells, picocells or other similar devices or equipment (collectively, "Communications Devices"). If Tenant fails to comply with the provisions of this Section 31, then in addition to Landlord's other remedies under this Lease, Landlord shall have the right to collect from Tenant in addition to other Rent, a sum equal to twice the Fixed Minimum Rent (prorated on a daily basis) for each full or partial day Tenant fails to comply with the provisions of this Section 31. Tenant acknowledges that its failure to comply with this Section 31 will cause Landlord to suffer damages, which will be difficult to ascertain, and that the sum payable by Tenant under this section 31 represents a fair estimate of such damages. The preceding prohibition shall not preclude Tenant from the use of any of the following, if in each such case such telephones, cellular phones, computers and other permitted devices are used only by Tenant and used only in the ordinary course of Tenant's business at the Premises for the Permitted Use: (a) Telephones and computers connected directly to telephone lines provided to the Premises, (b) cellular telephones using cellular transmission stations outside the Center of (c) low-key cellular telephones used only for internal communications within the Premises or to a station within the Premises when the station is connected to a telephone line provided to the Premises. 32. Time of the Essence: Nonwaiver. Time is of the essence of each and every provision of this Agreement. The waiver by Landlord in any instance of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition in any other instance and shall not be deemed a waiver of Landlord's rights and remedies with respect to any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of Base Rent, Percentage Rent, Other Rent/Contribution or any other sum hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or condition of this Agreement regardless of Landlord's knowledge of such preceding default at the time of the acceptance of such sum. 33. Waiver of Trial by Jurv. Landlord and Tenant each hereby waive trial by jury in any action, proceeding or counterclaim brought by either party against the other on any matter whatsoever arising out of or in any way connected with this Agreement or Tenant's use or occupancy of the premises, including any claim of injury or damages, and any emergency and other statutory remedy with respect thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written it is understood that all terms and conditions of this lease are confidential. Revised November 2007 Landlord: Tenant: Northgate Mall Associates San Rafael Police Station The Mall at Northgate By: Macerich Management Company or dba. San Rafael Police St&< 111 Macerich Property Management Company, limited liability moo` By: LLC, a Delaware company Phone: (as the case may be), its Managing Agent Fax: 415-485-3042 By: 1 By: � i By: Name: Mav Mar. C Title: Manager. Property Mgmt. Name(s): Captain Jeff Franzini Address: 5800 Northgate Mall. Suite 200 San Rafael. CA 94903 Title: Captain Phone: (415)479-5956 Address: 1400 5"' Avenue Fax:(415 A79 -36088-x{ PO Box.1SF- 69. San Rafael. CA 94POt I u 415-485-3197 Date ` Phone: Fax: 415-485-3042 Email: iefffranzinicQsrod.org Date: S —1 -� — Jq SSN or Federal Employer Identification Number: 94-6000424 (Note: Must be supplied or Landlord will not enter into this agreement.) b Revised November 2007 EXHIBIT B OPERATING RULES Tenant covenants and agrees that Tenant will comply with the rules and regulations set by Landlord from time to time for the operation of the Center, including but not limited to those described in the Specialty Leasing Operations manuals and the following: 1. Tenant shall use and occupy the Premises in a careful, safe and proper manner and shall keep the Premises in a clean and safe condition. 2. All loading and unloading of goods shall be done only at such time, in the area and through the entrances designated for such purpose by Landlord. 3. Set up or takedown of cart display, or delivery of boxed merchandise must be accomplished before or after Center hours. 4. All garbage and refuse shall be kept in the interior of the cart or kiosk storage and shall be placed for collection in the malls main trash receptacles usually located at various dock entrances. 5. No loudspeakers, televisions, photographs, radio, flashing lights or other devices shall be used without the prior consent of the Landlord. 6. Tenant shall not operate any equipment, which emits an odor deemed offensive in nature, with the exception of soap and potpourri odors. 7. Tenant and or its employees shall not distribute any handbills or other advertising material in the Center or on automobiles parked in the parking areas. 8. All premises must be adequately stocked with the merchandise permitted to be sold as detailed in the use clause of the Agreement and be kept neat in appearance and manned during all operating hours. Tenant is required to accept mall Gift Cards as a form of payment for merchandise sold. 9. Any signage must be approved by Center management and be professionally printed. A maximum of two (2) signs are allowed per cart/kiosk and may only be attached to the cart or merchandise display. Going out of business or store closing signs are not permitted. 10. Tenant shall, within fourteen (14) days prior to the commencement date, provide Landlord with a visual merchandising plan. If using a visual merchandiser, it is Tenants responsibility to contact the visual merchandiser and meet to discuss details regarding set up. All Tenant supplied fixtures must be professionally made. Any exceptions to the above display regulations must receive prior approval from Center management. IL Cart & kiosk tenants and their employees may not eat, smoke or drink at their operation at any time. Any tenants that utilize aggressive selling techniques will be given a warning and upon continued violation the lease will be terminated. 12. Dress code violations will be enforced and are set forth individually by each center, a copy of the malls dress code was mailed with the executed lease agreement. 13. Fraternizing with friends and family or reading books while working the cart or kiosk is unprofessional behavior and discourages business and therefore, is unacceptable. 14. Tenant and Tenant's employees shall not park their motor vehicles in those portions of the parking area designed for customer parking by Landlord. If Tenant or Tenant's employees shall park in portions of the parking area designate for customer parking, Center management or Security may attach violation stickers or notices to such cars and have any such vehicle removed at employee's expense. 15. Storage of excess inventory, security curtain, trash cans and miscellaneous supplies or personal belongings must be inside the can or kiosk storage areas or storage areas, which can be leased from the Center's management (available on a limited bases). 16. Tenant shall, at ALL TIMES offer customers a satisfactory return and/or exchange policy on all purchases within thirty (30) days with receipt and merchandise. In the event Tenant cannot satisfy customer with an exchange, Tenant shall be required to fully refund to customer the complete purchase price in the form of payment made the to Tenant. This policy shall not apply if due to customer negligence. This policy is enforceable to the extent that it does not otherwise contradict applicable City, State or Federal safety, hygiene or food laws. 17. If Tenant should fail to comply with any rule or regulation set forth in the Agreement or these Operating Rules, and Landlord shall become involved in attempting to enforce compliance by Tenant, Tenant agrees to pay Landlord a $100.00 administrative fee, per each occurrence, upon demand. The payment of an administrative fee by Tenant shall not waive any other remedies available to Landlord under this Agreement or by law. 7 Revised November 2007 EXHIBIT C Cart Unit Addendum Tenant and Landlord acknowledge that the personal property Cart Unit leased hereby, if any, may be owned by an entity other than the Landlord. In such case, the Cart Rental Fee portion of the fees payable hereunder as specified in Paragraph 6 of the Specialty Lease Agreement to which this addendum is attached shall be allocable by the Landlord to the personal property Cart Unit owner. Revised November 2007 Addendum Specialty Lease Agreement by and between Northgate Mall Associates dba: The Mall at Northgate, and San Rafael Police Department dba: San Rafael Police Department Saace#232 Referencing Paragraph 11. Sales Report: Delete Referencing Paragraph 16. Insurance: Insurance coverage to be provided through the The City of San Rafael's $500,000 General Liability self-insured retention. Referencing Paragraph 19. Hours of Operations: Delete Referencing the final sentence "IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the date first above written it is understood that all terms and conditions of this lease are confidential.": Delete �3'