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Home My WebLink AboutCOM 0227.011 1996-1998 ~~Q COIVIP~~ ~ f DNERSIFlED RFAI ESTATE SERVICES COMh~ERCIAI DIVISION p ASSti MANAOtMtNT July 28, 1997 •lOMlTT MAN16tM3NT SAU3 A u.3.NU Ms. Bobbi Jean Leithead-Todd, Chair and Members eu? uTAn coetuulN° Committee on Planning Hawaii County Council 25 Aupuni Street Hilo, HI 96720 RE: Subdivision Code Revision (Chapter 23, H.C.C.) Dear Chair ]jeithead-Todd and Members: Mamgamanf/Carpaeata bob c«d saa.l, sxad Poor III, 96813 It was recently brought to my attention, by a Honolulu attorney phma leoej Saa-9509 specializing in commercial real estate leasing law, thlt the Hawaii ra,rleoejsd-'~' County Subdivision Code (and the proposed revision to date) makes it e Sake and 4aaing/eerperae. illegal for land owners to enter into a sltort-or long term P~e of any 606 Cord Shaer, Frv Ploor portion of a parcel unless that portion is subdivided from the "parent" arce! b a Cha ter 23-com liant subdivision actie8-;.lse a ~ el ~e"0i sR.. n 39 tpltat the other cs unties within this state have similaz prohibitive language. Downroarn G'°"°'°'r""" Althou h it does not ear that this rohibition has been enforced n3 ate, s., suer zs0o g aPP P Nanluw, rrr.at~ 968u against any urban, commercial/industrial leases of portions of COUnty- {rharw IBOeI 537-6132 Legal (larger) parcels, it is my understanding that it has been interpreted le°ej s33.200 and enforced against long term ground teases of agriculturally zoned Aataunl;ng parcels within the county. 606 Cord Secar, P.O. eaa 212 mow, r,~dt 9681° Since the council is still early in its comprehensive revision process for °h"" leoej s..-l6°o this cha ter, this is the right time to review and evaluate this roblem ~ level see-1632 P e P area Kauai Lh~°°, ~Gr~~ , 5ar 2„ The current and proposed definitions of "Subdivision" and d~ leo9j zebvb3a "Subdivided land" are the same with regard to this issue: ~ (8081 2a6-9463 Kalua•Kana "'Subdivision' or `Subdivided land' means improved or ~e-6a31 a;. Dri.e, su;r K-,a, unimproved land or lands divided into two or more lots, parcels, KoBua-Kona, Howtt 96740 i sites, or other divisions of land for the purpose of sale, lease, d~a level 3nam rental, transfer of title to or interest in any or all such pazcels..." ka 19081322.3900 ' Thus, by county law, it doesn't matter whether the portion of land under consideration is fully, partially, or not at all improved with any structures or utilities, nor does it matter whether the owner merely wishes to lease the property for one year, thirty years, or sell it outright - by county law, any action of dividing any land (with or without a building on it) into multiple sites, etc. for any income-producing purpose is a subdivision. Cann. A,Ia Fije Ito. S i{e r. To: Presented . ~G Re{, Date JUL 2 91997 Cane Brooks ' . COMPANY +ww,ow. yaw f,w.n~ Subdivision Code -prohibited leasing July 29, 1997 Page 2 This is a serious problem, because Chapter 23 (today and in the proposed draft revision) makes it illegal to lease or even offer such sites, etc. for lease until a county subdivision plat map is approved pursuant to the subdivision requirements of that chapter. Draft "Section 23-2-26. No conveyance of land prior to approval. No person shall transfer, sell, or lease, nor advertise, offer, or agree to transfer, sell or lease any interest in land located in a subdivision [see definition above] until final subdivision approval is granted by the director..." It is the norm, rather than the exception, for owners of large retail properties to enter into "pad leases" for portions of their larger parcels without any subdivision platting or approval from this or the other counties. At the same time, many lazge sites are in fact subdivided into legally discrete lots ptusuant to the subdivision code. It seems to depend lazgely on the owner's or lessee's preferences and needs with regard to dividing and insulating mortgages and other liabilities. But also very troubling is that the above prohibition would also cover fully improved, "build to suit" freestanding structures, also typical of gas stations, restaurants, etc. where land area azound such buildings is restricted to the exclusive use of the lessee, its equipment and its customers. (A "space lease" of - or within - a freestanding building where no restricted yard or pazking area is involved would not seem to violate the county law). This is because the "improved land" is being leased with a designated land area (e.g., a portion of a shopping center pazking lot) for the exclusive use by the tenant and its customers, while that "improved land" and restricted parking area is not a discrete subdivision lot. Regardless of how well the customazy, two-pronged leasing system works in today's commercial world, it seems cleaz that leases of specific land azeas within a lazger parcel (or groups of parcels) is illegal under county law unless the lease eo~esponds exactly to a particular lot of an approved subdivision plat map. . - . The following aze other examples of what is apparently illegal under present and proposed law: • "pad leases", e.g. graded but vacant sites leased for the tenant's construction and operation of free-standing restaurantslfast food buildings, gas stations, video stores, banks, etc. in parking lots of shopping centers (illegal except where those leases/restricted areas correspond exactly with the layouts of subdivision lots); • assigned parking stall rentals in office buildings, boatyards, etc., particularly when a separate, discrete transaction from what may be included in a "space' rental of a portion of a building (although it seems impossible to "draw the line" on when the rental of any "site or other division of land" into a parking stall is NOT a violation of this section); • commercial parking lots where they comprise less than all of a legally subdivided lot; Crane Brooks ~COI~PANY ms,om.s,swssewcss Subdivision Code -prohibited teasing July 29, 1997 Page 3 • "exclusive use" provisions for a portion of a legal lot for rental purposes, whether for pazking trucks, equipment, etc. within asecured/unsecured yazd azea on a large industrial lot, or for any other purpose whatsover. Frankly, it is difficult to determine what real estate lease or rental of anything not corresponding to an approved subdivision plat map, other than three-dimensional space within a building (which is separate and apart from any land lease) is NOT illegal; based on the comprehensive language in the current/draft code, it appears illegal to assign exclusive parking stalls within residential, commercial or industrial properties (except for C.P.R. properties which would be covered by H.R.S. pre-emptions of county law). Unwarranted restriction on/hindrance of commercial trade There does not seem to be any compelling reason for the county to regulate commercial and industrial leases of portions of legal lots in the same manner as it regulates the sale or lease of whole prospective lots which are being represented as discrete, subdivided lots. Furthermore, the cutrent/proposed broad language can create substantial, unnecessary liabilities for local property owners who have entered into - or are considering entering into -long term leases for portions of their legal lots to third parties who understand that their leased site is not a discrete, subdivided lot but merely a portion of someone's legal lot. Based on the written law, a disgruntled lessee could declaze such a lease illegal and thus unenforceable as a contract between the lessor and lessee. In addition, the fact that the county has not enforced a particular law to date does not prevent the county from doing so tomorrow. The alternative of requiring every pad and parking/yazd lease to be subject to prior subdivision plat approval would be a regulatory nightmare for both the property owners and the county, both of whom would be stuck in documenting, mapping, recording and writing up the proposed arrangements, all of which would have to be repeated when the lease expired and a new, differing lease area was to be even offered to prospective renters. Proposed Remedy >Lhe proper solution is to exempt broad classes of leases within at least urban-type zone districts other than residential. For example, leasing and offering to lease portions of lots zoned CN, CV, CG, MCX, RCX, V, ML and MG, perhaps with a limitation on overall lease term (including any options or rights of extending the term) to less than thirty (30) years. C aneyyBrooks . COIGIPANY wr~fw •w4s Subdivision Code -prohibited leasing July 29, 1997 Page 4 There may well be other simple exemptions that would work; I urge the Council Committee to research this matter, and possible solutions to avoiding serious legal traps and/or bureaucrafic nightmares in our struggling economy today. I can assure the Committee members that very few attorneys, real estate brokers and property owners have recognized and considered the broad prohibition on commercial site rentals and leases that this county law provides today. I am enclosing some sample site plans and lease language in use today for unsubdivided "pad leases." Sincerely, Keola Childs, Realtol® phone: (808) 322-3TT7, ext. 21 • fax: (808) 322-3900 intemusite: http:l/homel.gte.net/childsk e-mail: childsk(a~gte.aet Tpi~,! ~~r~ sn1 /~"~me corners - U~ ~vl~a~, r !~lr'~'d~?r1P~i?11~r'liTa~a l_ ya dOCI< ativY ~ area ; r N I~ ~ - o' sa iar ion ~ ~'~s-^ w. ":z yR v+.. ..3 ,.y ~ _ ' 8~~~~ ® NVi ' • . I w :w:w:w:w: r:w o~ ~ ~ o ~ _ Retail ' i~. ~ _ _ ..-w i a 1 ~ 8 'M i Q _ d i I g _ c ~ n ~ ~ i ~ ...m i ~g . e ~ ~ o ~ ~j _ i d u~ :w:~u:m:w i ~ ~ ~ o i d a 0 ~ ~ _ ~ - ~ ~ ~ ~ i m .d- ; ~ ,'o ~ ~ ~ Pad 2 ~ ~ ~ ~ ~ ~ Pad 1 L 11-1 a ~ r a ~ A' ~i _ , ~ _ _ _ ~ . _ - - - - - - - - - - West.Eiawaii Today, Monday, Jn1y,Z8, 1997 - 19A 1 1 1 IN Town 2/1 S650/month phn NICE 1 be~oorn Ohcata wHh worth- PA(~S awlabls for rant, month of deposit, ceang faro, rto pets. er/ dryer. 10 minutes hom Kona. August. Large dance stucflo, wood- s-609-945-2060. Cieon, qubt, resporulble preferred. en floors, music room. Ideal for KAHALUU MAUKA Newer 2/ 1 9uor- 56.50.325 . sertlktars, dassea. 3za7T to ter ocre S825/ month + deposit, PALISADES. 3/2, quiet cul4e-sac. water. 323-3581 Includes wafer, major appY~. RENT o compbta Karaoke system S950 + tax, 1.808-261-4963 ~ y~, y 84 KAILUA Town: Clean 2/1 Duplex. PAUUILO/ KALOPA: Cute dmost 1 Juni324-0141 Lawn. Trees. Unfurnished. No pets. 5695+. 325.7003 bedroom home with loft on 3 , 1 acres: secluded but easy access. KAILUA VIEW ESTATES. 3/2 unfumish- S650+ Blg Island Manopement A Small CertlBed Cold pichen for ed home, perfect for your family. Services, inc. 329-5512 rent wtlh aCCebs ~ smal baY wifft 51,300/ month. Utdltles not Inctud- PINES -Very dean 2 bedroom. 2 rol up doors. Top of Oki Industrtol ed. Carolyn Akiona (RA). Hawaii bath models. Unfumished with air area, Contact Mart. 325-6701 Affordable Properties. (Paper) 925- cond8fonttp. Rented bn0 tens 7253. (Office) 322-3422 only. 5850.5875 month. Ut1Yfy, AUI DRIVE JeweYy shop space near KAILUA VIEW. tvlce 2/2. quiet, spa- deposit 8: tax exha. HOMETRENO Gluseppes Restaurant. Available cious, covered lanai, no pets. 329.9566 now. 51600'329-1738 s79s+ utltYtes. 325-7889. BAMBOO MAN space ~`~S1 PINES II KALANI MAKAI. 2/2 wish nice file 2/2 plus den. Alr. Landscaped. 3200 ~ h~8ng K- ~Ghwa1^~~ s A tbors. Nke and dean. Cul~le-sac. Available 8/20. 5950 Plus tax and RoC Vossen 329-1111 51000 plus tax and utYitles, unfur- utYRles rushed. Mary L Move, REALTOR ® LEHUA PROPERTIES, LTD 329-aB13 326-1133 CONTRACTORS Storope Yards for rent. 800 sf, centrc>f location. KALOKO. Wbndertuly cod and pA- PINES 11. Nleely landscap 2/2 Kddco Indushld Park, S225/ month. vale, 2/3 pkts den, famished house. ~nkaY fumhhed Model 2 (888}373.4311. - AvaYable rtow. $1800 plus tax and ~ condMbning. UrYt ready for urilitfes. Mary M. Love. REALTOR®. c~Y• 51000 a~ imc and acking 329-4813 les. Mary M. Love. REALTOR® shed. Income estimated 518,000+ 329-4813 Year S700+month. KAULANA at Kona 2/2.5 fully fur- 1-808.845'8024• Wished, luxury condo, atr corxiltbn- SEAVIEW GRCLE irtg security Excellent ameNttes ki- Unfurnished 3/ 1.5. Immaculate. GIFT CARL SI65. Jewelry Strop, AIY elude pool tennis, reC room, etc. 5900 + tax & eledAc: incltxies DAve. S 1600. Below Marty's Steak Available now. S 1500/ month, water 8: gardening servke. House, 329-1738. 1 {808)739-1724.326-4126. 1RIAD MANAGEMENT ~q~, KAIWI 8r LUHW FROfuTAGE KAWAIHAE VILLAGE, 3 bedroom. Showroortit 1260-47bOsq. ft. Sb95/ month; option to buy. Low SUNSET Rolf Vossen (PB) 329-1111 .&and new ocean view 3/2 The Conxnerdd Group tlown. 883-9408, custom home S 1100 + tax & utlllffes KEALAKEKUA BAV Beautiful design- •Spadous 2/1 Oharw 5800• + tmt & KEALAKEKUA- Mango Court Up- zr home on 3 acres with Incredible utilities. Includes water and gar- Country Prestigious Office Park. coastline views. Short walk to txiy, dener. Both for S 1800. + tax 8c ufat- Now available from 99c/ sq. tt. turnkey, S3,000/ month with lease. les. Brand new space. PaAdlke setting. 31 Management SBMCes Inc. PropeAy Management HawaY. Inc. Catl today tdl hee 1(888)842-9864 X29-5512 J29~488 KONA MERCANTILE spots (OHAIA North 3/ 1.5. Near school/ WAIKOLOA 2/2. Avalable 8/ 1. 1200.2450 sq. tt. on Pawd Place ;tore. Yard. 5700. Deposit required. Garage. all appliances, 51,150 Rott Vossen (PB) 329-1111 Vo pets. 885.7203/ 699-5843. month Includes water 883-2329 The Convtterdal Group WAIKOLOA- b/4, office, <OHALA RANCH LARGE warehouse space In con- 1/2.5, beautiful ocean views, hoi SZ400 r• water/ yard In- venlent t IntlustAal area. 10,450 ub. ills floors, S i B00/ month In- ctu 1-8~0pa~b07 5047 Ted- s.f. and/ or 4,500 S.L at S.65 s. f. plus `II IHPS .N(]?M At .T,N I.808-879-d06h. ~ I'~a~[SHOPPING C[ 'ER SamQ,~ ~d, r Q ~ THIS LEASE is between ~ ("Landlord', and,sa corporation ("TenanY~. The date of this Lease is , 19_, ("Commencement Date'. The Leased premises are located within (hereinafter sometimes simply the "Shopping Center") in theme County and State of Hawaa. REFERENCE PROVISIONS The following references define terms used in the specified Articles and elsewhere in this Lease and shall be construed in accordance with the provisions and conditions in this Lease: 1.01 Leased Premises: The leased premises consist of a single b_uildina pad site of approtimately 5,500 square feet in area which shall be located, more or less, at the location depicted in Exhibit hereof. The pad, aforementioned shall He ~ eorrstruc~ed by Landlord. M improvements to the aforementioned pad shall be made by Tenant at Tenants expense. (ARTICLE 1(a)] / 1.02 Expiration Date: That date which is 20 years after the "Commencement Oate". [ARTICLE 1(bl] 1.03 Permitted Use: Only for the operation of a restaurant and lounge.. [ARTICLE 1(011 1.04 Tenants Work": Submittal date for preliminary plan: . [ARTICLE 2(d)] Tenants Wark": Submittal date far final plans and spedficatiors: . [ARTICLE 2(d)1 1.05 'tenants Work": Beginning Work Date: . [ARTICLE 2(e)] 1.06 Opening Date: That date which is 120 days after Landlord makes that portion of the pad, • aforementioned, available to Tenant which is reasonably necessary for Tenant to commence jenant's Work. [ARTICLE 3] 1.07 Minimum Annual Rental Th6 is the minimum amount of monthly rent, exclusive of •additional rental', hereinafter defined, which Tenant shall pay Landlord Year 1 - ~ Calendar Years 2lhrough 5, inclusive - ~ Calendar Years 6 through 10, inclusive - Calendar Years 16 though 20, inclusive-~ [ARTICLE 4(a)] Rental Commence- ment Date: That date determined pursuant to Article 3. [ARTICL.E 3] 1.08 "Percentage Rental": Percentage Rental shall be waived for the entire lease 1.09 Monthly Breakpoint. WA [ARTICLE 4(b)] 1.10 Address of Landlord: (ART1Cl.ES 4 and 30( % / 1.11 Address of Tenant: (ARTICLE 30~ 1.12 Trade Name: "Danny's" 1.13 Spedal Conditions: A. The Leased Premises are located upon and within property subject to that certain lease (herein referred to as "Master Leases, by and between Landlord The Master Lease will or has been filed with the Bureau of Corrveyances of the State of Hawau as . This lease is made expressly subject and subordinate in all respects to the terms and provisions of the Masher lease as the same maybe amended from time to time, and i(there shah be arty conttid between the terms of said Master Lease and those contained in this Indenture (.e., if the consequence of the perforrnanee of arty term or wndition of this Lease would result in a default of the terms and conditions of the Master Lease), the terms and conditions of said Master Lease shall control. B. With the prior written consent of Landlord, and ff the tenant is in good standing and has not been in default during the term of this lease, tenant shall have the right to assign this lease in total ar in park provided, however, thatthe assignee either uses the property for the "Pennilted Uses or another use which is not similar to arty other use of a tenant of the Landlord and; provided, further, that the new use will not unduly interfere with or be noxious to arty other tenant of the landlord. Pennilting such an assignment shall not relieve Tenant from severing Landlord's pemtission prior to altering such new use or prior to arty further assignment of the Leased Premises or any part thereof. Landlord's consent to assign shalt not be unreasonably withheld or delayed. C. Landlord wanarr~ that as of the Commencement Date the Leased Prem' as respects the "Permitted se•, does net violate any covens or resbtction of record or arty applicable avemmerrtal re uireme ,inducting hazardous waste laws and regulations. Landlord s_hat~ e_nrer a Leased Premises clean, free of debris. and graded to a point as to erw~i eTenant may reasonably commence construction of i~ building. landlord will deliver to tenant a graded Pad site (herein. the •pad~, which vall consist of nontompacted but level base coarse aggregate material. D. Landlord shall be responsible for any alterations, repairs or imlxovemer~ to the Joint Use Areas (as opposed to the Leased Premises or any improvements or akerations thereto) necessiFated by the American With Disabilities Ad of 1990 and arty regulations thereunder, inducting any similar state or local zoning requirements, ordinances, statutes, regulations or building codes. E. If Landlord has not delivered the Leased Premises by January 1, 1998, tenant reserves the right to Terminate the Lease and as a consequence of Tenant's ezerdse of that right Tenant and Landlord shall be relieved from any further obligation to the other under the terms and conditions of the Lease. F. Tenant shall have the non-exclusive right to fhe use of all pariting areas within the Shopping Center, save and except for those located upon the Leased Premises of any other Tenant of Landlord. At least two of the panting stalls in front of the Leased Premises shall be to ADA -2- i standards. Before Lease execution and subject to any location requirements prescribed by law, regulation, or ordinance, Tenant shall designate which two stalls shall be to AOA standards. G. Provided that Tenant is not or has not been in default of any of the terms or conditions of the Lease, Tenant shall have the right to extend the term of the Lease for THREE (3) additional consecrtve FNE (5) year periods. Tenant shall, in order to effect an extension as to any such period give Landlord written notice of its intent to exerdse this right, which notice must be del'nrered to landlord within the 6 month period prior to the end of the expiration of the Term of the Lease then in effect. If Tenant fails to timely exerdse this right as to any of the THREE (3) additional consecutive FIVE (5) year periods, Tenant's right to extend shall, as a consequence thereof, become null and void. Rent for each such additional 5 year period shall be equal to the fair rerdal value of the Leased Premises based upon the Fair Market Value of the Property; provided, however, that the rent shall in no event be greater than 11096 of the rent for the prior period, but shall in no event be less than the rent for the prior period. Unless the Landlord and Tenant are able to agree upon the Farr Rental Value of the Leased Premises for the appligble period within the first 30 days of the appligble 6 month option notice period, aforesaid, rent shall tie determined by binding arbitration in accordance with the laws of the State of Hawan then in effect Each party shall have the right to designate one arbitrator and the lwo so selected shall designate a third. ff either party is unable to or fails to select an arbitrator within 60 days of the appligble 6 montir option notice period, aforesaid, _ the other party may then proceed to have the arbitrator selected by him determine the Fair Rental Value alone (without the appointment of any additional arbitrator) and such detemtination shall He binding upon all parties. Each pally shall bear the fees and eosls of the arbtrator sNected by him and shall share equally the fees and eos~ of the third arbitrator. Until the arbitration "s cornple0ed (r.e., a final decsion is rendered) Tenant shall continue to pay at least the amount of rent that prevailed during the prior period, and, in any event, all additional rerdal shall be due and payable. H. Tenant shall be res nsible for a 'n its roreta share of the Joint Area Costs for the hopping Center, inducting Master Lease rent, which will not exceed per square foot of the Leased Premises for the initial FNE (5) year period of the Lease Tenn. I. Landlord shall `stub' to the boundary Tine of the Leased Premises and make accessible to Tenant the following at Landlord's sole cost 1. A single one and one half (1 and inch water line; 2. An electric line; and 3. A gas line, i(available at reasonable cost J. Landlorl shall stub to Leased Premises a sewage line or system which shall be acceptable to the State of Hawau Department of at Landlord's sole cost and expense. K. Landlord shall w a metes and bounds surv at Landlord's expense for Tenants demised Leased Premises within 20 working ays o entry into this Lease. L. Landlord warrants that as of the Commencement Oate the Permitted Use shall be in conformity with the zoning of the Shopping Center and is free and clear of any Hazardous Material. -3- M. Tenant shall, with Landlord's approval, be pertnitled a monument sign and to have the maximum sgnage on Tenant's building; provided that the samea in confarniry with applicable law, ordinance or regulation: and provided, further, that Tenant shall maintain the same in a state of good repair and condition at all times and otherwise in accordance with the terms and conditions of this Lease. N. A duly elected officer of the Tenant having the finandal wherewithal to meet the obligations represented by the terms and conditions of this Lease and who shall operate the business conducted at the Leased Premises shall guaranty the Tenant's performance of the terms and conditions of this Lease applicable to Tenant; provided, that the maximum liability under this guaranty shall be not greater than 566,000.00. O. Tenant shati, upon dtressuance of a budding permit, have reasonable access to the Leased Premises forthe purposes of its reasonable construction activities inadent to the construction of its Lease Premises improvements. That eortstrtrction shall be conducted in a manner so as not to unduly or unreasonably interfere with the business or construction activities of any other Tenant of Landlord or with the construction activities of the Landlord. ARTICLE 1 -Leased Premises. Tenn and Use (a) Landlord leases to Tenant and Tenant takes from Landlord In consideration of the covenants and agreements in this Lease, the premises ('Leased Premises, described more particularly in the Reference Provisions portion of this Lease and the drawing attached hereto as 'EXHIBIT A•. While it is acknowledged that ownership of all improvements to the leased Premises shall, subject to the terms of this Lease, continue to be owned fry Tenant during the Tenn of this Lease, for the purposes of this indenture all references hereinafter made to the' Leased Premises' shall inctude arty construction by Tenant in, beneath, or upon the Leased Premises, as weft as pipes, conduits, electrical wires and drainage Yines that directly serve the Leased Premises The Shopping Cen6ars shown on the drawing attached and made a part of this Lease as -F~CFIIBIT B', and indudes all buildings, improvements, additions, e~dertsions and deletions thereto which may be made from time to time. EXHIBITS A and B are for informational purposes only, and are nat a waranty, representation or agreement that the Leased Premises, Shopping Center or other. areas will be as shown on the Fxhibi6, or that other occuparns if shown on the 6ntrb'~ wBl be in the Shopping Garner. Tenant has not been granted anv essemerds of Ight, air or access. Tenant's ' hts are limited to the use and oear an of the Leased Premises and the ,license to use the joint use areas as they may exist m e to me, a su fact to a terms, covenan , conditions and provisions of this Lease. (b) The term of this tease ('Terms shall begin on the Commencemerrt Date and shall, subject to any right to extend the term which may be set forth in this Lease, end on the F~iretion Date in the Reference Provisions. (c) The Leased Premises, shall be used and occupied only for the Permitted Use set forth in the Reference Provisions, and for no other use or purpose whatsoever. Tenant shall not have the exclusive right within the Shopping Center to use the Leased Premises for arty Permitted Use or to sell any merchandise or provide any services in the Shopping Center. ARTICLE 2 -Original Construction (a) Landlord may make changes, reductions and additions without restriction in areas of the Shopping Center (nduding all Joint Use Areas and all buildings and other improvements) other than the Lease Premises, whether the changes are requested by other tenants or deemed desirable by Landlord. -4-