Backup Documents 07/08/2014 Item #16E 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SI416
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO ,
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. •
2.
3. County Attorney Office County Attorney Office .
, NMYS/ --ik.NO\A
4. BCC Office Board of County -1A-k.bj� A‘i--\
Commissioners �7 1l 5/ t
5. Minutes and Records Clerk of Court's Office I
11 1t+
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff ` \ , Phone Number
Contact/ Department rn/ LiC G�.e.- VW.) [J Ii 4(F, 7 7 V 3
Agenda Date Item was L/ Agenda Item Number
Approved by the BCC -7 • I 7 / 6 . -
Type of Document n Number of Original
Attached �%/�d /t -e d -v( Documents Attached
PO number or account C.s .._
number if document is
to be recorded
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INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column, whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? r t, t „
2. Does the document need to be sent to another agency for additional signatures? If yes, /A
provide the Contact Information(Name;Agency; Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed (n""
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's l,4{ i,
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the )
document or the final negotiated contract date whichever is applicable.
. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip r/1(A
should be provided to the County Attorney Office at the time the item is input into SIRE. ,'9
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be ware of your deadlines!
8. The document was approved by the BCC on 1/ (enter date)and all changes made t,�4 1-!....v:F
during the meeting have been incorporated in the attached document. The County h.t=� y,.: ''„,
Attorney's Office has reviewed the changes, if applicable. -� , g:
9. Initials of attorney verifying that the attached document is the version approved by th• " ', .
BCC, all changes directed by the BCC have been made,and the document is ready for e 'b‹.-\ Y7:3: _!
Chairman's signature. W- - • I r, g,
eqS e_ \r-cN.v•r'r oNis-\.0 S e \ --r V o k JV
1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS OrigirN 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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Lease#919
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE entered into this 7— day of '.J /(
2014, at Naples, Collier County, Florida, by and between Collier County, a political suvision of
the State of Florida, whose mailing address is c/o Real Property Management, 3335 East Tamiami
Trail, Naples, Florida 34112, hereinafter referred to as "LESSEE", and RANDALL BENDERSON
AND DAVID H. BALDAUF, AS TRUSTEES UNDER A TRUST AGREEMENT DATED
DECEMBER 29, 1995, KNOWN AS THE RONALD BENDERSON 1995 TRUST AND RONALD
BENDERSON, RANDALL BENDERSON AND DAVID H. BALDAUF AS TRUSTEES UNDER
A TRUST AGREEMENT DATED OCTOBER 14, 1985, KNOWN AS THE BENDERSON 85-1
TRUST, hereinafter referred to as"LESSOR".
WITNESSETH
WHEREAS, the LESSEE and LESSOR have previously entered into a Lease dated April 12, 2005
(`Lease'), and a Lease Modification Agreement dated July 12, 2006 (`Agreement'), both attached
hereto;
WHEREAS,the LESSEE and LESSOR are desirous of amending the Lease and Agreement; and
NOW THEREFORE, in consideration of the covenants and agreements provided herein and within
the said Lease and Agreement and Ten Dollars ($10.00) and other valuable consideration, the said
Lease and Agreement are hereby amended as follows:
1. The following provision shall be added to Article 1 of the Agreement:
This Lease is hereby extended until July 31, 2019, provided LESSEE is not in default of any of the
terms of the Lease, hereinafter referred to as the"Extended Lease Term."
2. Item 62 shall be deleted in its entirety and the following provision added:
Early Termination
62. Notwithstanding anything contained herein to the contrary, if LESSEE should lose its funding
for the W.I.C. program, the LESSEE may terminate this Lease, by providing LESSOR with not less
than a sixty(60)day prior written notice to the address set forth in the Lease.
3. Except as expressly provided herein, the Lease and the Agreement between Collier County and
RANDALL BENDERSON AND DAVID H. BALDAUF, AS TRUSTEES UNDER A TRUST
AGREEMENT DATED DECEMBER 29, 1995, KNOWN AS THE RONALD BENDERSON 1995
TRUST AND RONALD BENDERSON, RANDALL BENDERSON AND DAVID H. BALDAUF
AS TRUSTEES UNDER A TRUST AGREEMENT DATED OCTOBER 14, 1985, KNOWN AS
THE BENDERSON 85-1 TRUST for utilization of the Demised Premises described in said Lease
and the Agreement remain in full force and effect according to the terms and conditions contained
therein.
(Signatures appear on following page)
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IN WITNESS WHEREOF, the LESSEE and LESSOR have hereto executed this First
Amendment to Lease the day and year first above written.
AS TO THE LESSOR:
RANDALL BENDERSON AND DAVID H. BALDAUF,
AS TRUSTEES UNDER A TRUST AGREEMENT
DATED DECEMBER 29, 1995, KNOWN AS THE
RONALD BENDERSON 1995 TRUST AND RONALD
BENDERSON, RANDALL BENDERSON AND DAVID
H. BALDAUF AS T'USTEES UNDER A TRUST
AGREEM T DATE S OCTOBER 14, 1985, KNOWN
AS TH B I NDERSON '5-1 TRUST
-dA J I A. A.. I i i. ! 11/ BY: A.
Witnei;a (Sign urea won RANDA LL BENDERSON, Trustee
(Print Name)
CX) LL &ISIA13-
Witness (Signature)
Christianne Gawel
(Print Name)
AS TO THE LESSEE:,
DATED:,` ..s'' ° .$ BOARD OF COUNTY COMMISSIONERS,
`.r COLLIE' COUNTY FLORIDA
ATTEST: /
DWIGHT E BROCK,Clerk
i
•
BY° 'r' .A w.u�►LA 1 : ..► si�Depu tied( TOM HENNING, Chairma
Attest es to Chairman's do
signature only.
Appri-d 's 4 . 1 a -ta1ity:
iv
1111
Olaf
Jeffrey , la z ow, County Attorney
2
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LEASE
THIS AGREEMENT,made this 12th day of April, 2005,between RANDALL BENDERSON
AND DAVID H. BALDAUF AS TRUSTEES UNDER A TRUST AGREEMENT DATED
DECEMBER 29, 1995 KNOWN AS THE RONALD BF,NDERSON 1995 TRUST AS A TENANT IN
COMMON AND BENDERSON 85-1 TRUST AS A TENANT IN COMMON ("Lessor") having
offices at 570 Delaware Avenue, Buffalo, New York 14202, party of the first part and COLLIER
COUNTY ("Lessee"), a municipal corporation, dlb/a W.1.C. FOR WOMEN, INFANTS AND
CHILDREN having offices at w. Harmon Turner Building, 3301 Tarniami Trail East, Fourth Floor,
Naples,Florida 34112,party of the second part.
WITNESSETFI:
That the Lessor hereby lets to the Lessee and the Lessee hereby hires from the Lessor the following
premises:
Approximately 2,100 square feet of space located at Parkway Plaza("Shopping Center"),4945 Golden
Gate Parkway Suite 103, Naples,Florida 34116 ("Demised Premises") for a term of five (5) years to
commence on the date the Demised Premises are delivered to Lessee with Lessor's Work(pursuant to
Paragraph 46 herein)substantially completed(the"Commencement Date"). Within a reasonable time
thereafter, Lessor and Lessee shall, at the request of either, enter into a supplemental agreement
prepared by Lessor,which affirms the Commencement Date and the date upon which the original term
of said Lease shall expire.
LESSEE COVENANTS TO PAY BASE RENT AS FOLLOWS:
an annual base rental of$33,600.00 for the first year of the term of this Lease payable in equal monthly
installments of $2,800.00 each; thereafter the base rental shall automatically increase three percent
(3%)per annum beginning on the first day of each lease year; in advance on the first day of each
month without offset or deduction to Lessor,in its name,at Braden River Post Office,P.O.Box 21199,
Bradenton,Florida 34204-1199,or to such other address or payee as Lessor may designate in writing.
In the event that the Commencement Date is other than on the first of the month,then the rental for the
balance of the month shall he pro-rated accordingly and the full term of the.Lease shall commence on
the first clay of the following month.
•
Lessee shall be required to pay any applicable taxes levied against rental payments or other payments
required to be made hereunder.
Lessee agrees to pay all additional rents and other charges under the terms of this Lease when they are
due and payable. Any rents remaining unpaid ten (.10) days after due date or any other charges
remaining unpaid ten (10)days after receipt of invoice shall be subject to a late charge equal to a one
and a half percent(1.5%)monthly late charge(or the maximum amount permitted by law,if less).
EVERY COVENANT OF THIS LEASE SHALL BE DEEMED A CONDITION THEREOF WHICH
SHALL INCLUDE:
COVENANT TO PAY RENT
1. The Lessee shall pay the above-specified rent at the times and place as set forth herein or such
other place as Lessor shall specify in writing to Lessee..
USE
2. Lessee covenants and agrees to use the Demised Premises for the following activities only: the
provision of County support services to provide women, infants and children healthy foods, nutrition
education and checks to buy certain foods.
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SIGNS,BUILDING ALTERATIONS AND CHANGES
3. The Lessee shall not use the Demised Premises for any other purpose than as above stated, nor
erect or display any signs on the Demised Premises, nor make any alterations, additions or
improvements to or upon the Demised Premises without the prior written consent of the Lessor, nor
make or permit any defacement,injury or waste in,to or about the Demised Premises. Lessor reserves
the right to enlarge or diminish store sizes (other than the Demised Premises) and to construct
additional buildings on the site of which the Demised Premises are a part. Lessor may elect to cause
Lessee to relocate its business, within ninety(90)days after notice to do so,to another location within
the Shopping Center, comparable in size to.the Demised Premises. Lessor and Lessee shall execute
and deliver an amendment to this Lease which shall substitute the new location for the Demised
Premises described herein and shall modify the rents and additional charges hereunder based upon the
square footage of the new location,if different from the Demised Premises;otherwise all of the terms
and conditions of this Lease shall he applicable to the new premises. If Lessor and Lessee cannot
agree on a new location within sixty (60) days after notice of exercise by Lessor of its relocation
option,then Lessor may elect to withdraw its notice requiring Lessee to relocate in which case Lessee
shall,at Lessor's option,remain in possession of the Demised Premises,or if Lessor shall not withdraw
its request then this Lease shall terminate at the end of such ninety(90)clay period.
SUBLETTING AND ASSIGNMENT
4. A. Lessee shall not assign or otherwise transfer this Lease or any of its rights hereunder,
mortgage or otherwise encumber this Lease or any of its rights hereunder,sublet the Demised Premises
or any part thereof,or permit the use of the Demised Premises or any part thereof by parties other than
Lessee. Consent by the Lessor to any assignment or sublease shall not be deemed consent to further or
additional assignments and sublettings, nor shall any consent release Lessee (or its guarantor,if any)
from liability for performance of all terms and conditions of this Lease. In each case prior written
consent of the Lessor must be obtained. Concurrently with any request for Lessor's consent Lessee
shall pay to Lessor the sum of$750.00 for Lessor's review and processing of such request,and Lessor
shall not be obligated to review such request prior to its receipt of the foregoing fee.
B. In the event of any assignment or subletting, even with the consent of Lessor, then at
Lessor's option either: (i)rent shall be the rent stated in this Lease,including any increases which may
occur from time to time under this Lease,multiplied by a fraction,the numerator of which is the Price
Index for the month inunediately following the effective date of such assignment or subletting,and the
denominator of which is the Base Index (as such Indexes are defined below); or(ii) rent shall he the
rent stated in this Lease,including any increases which may occur from time to time under this Lease,
plus the periodic payments payable by any assignee or subtenant under its agreement with Lessee in
excess of that provided for in this Lease; or(iii)Lessee shall pay Lessor, in addition to all payments
otherwise required under this Lease,the amount of any lump sum payment payable by any assignee or
subtenant under its agreement with Lessee in excess of that provided for in this Lease.
C. As used herein, "Price .Index" shall mean the Consumer Price Index, All Urban
Consumers (U.S. City Average), as compiled and published by the Bureau of Labor Statistics,United
States Department of Labor,as revised from time to time for base averages. If such Price index should
in the future he compiled on a different basis, appropriate adjustments will be made for purposes of
computations under this clause. If the United States Department of Labor no longer compiles and
publishes such Price Index, any comparable index published by any other branch or department of the
Federal Government shall be used for the purpose of computing the adjustments herein provided for as
selected by Lessor;and if no such index is compiled and published by any branch or department of the
Federal Government, the statistics reflecting cost of living changes as compiled by any institution,
organization or individual generally recognized as an authority by financial and insurance institutions
shall be used as a basis for such adjustments as selected by Lessor. As used herein"Base Index"shall.
mean the Price Index as it exists for the month immediately preceding the date of this Lease.
D. If Lessee is a partnership,a transfer of any interest of a general partner,a withdrawal of
any general partner from the partnership,or the dissolution of the partnership shall he deemed to he an
assignment of this Lease. If Lessee is a corporation,unless Lessee is a public corporation,whose stock
is regularly traded on a national stock exchange, or is regularly traded in the over-the-counter market
and quoted on NASDAQ,any dissolution or merger of Lessee or sale or other transfer of a percentage
of capital stock of Lessee which results in a change of controlling persons,or the sale or other transfer
of substantially all of the assets of Lessee, shall be deemed to he an assignment of this Lease. The
transfer of membership in a limited liability company or any other entity,or the dissolution or merger
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of Lessee,or the sale or other transfer of more than fifty percent(50%) which results in a change of
control,or the sale or transfer of substantially all of the assets of Lessee shall be deemed an assignment
of this Lease.
SUBORDINATION OF MORTGAGES
5. This Lease shall be subject and subordinate to the lien of ally mortgage or mortgages or deed or
deeds of trust, which at any time may be placed upon the Lessor's interest in the Demised Premises.
Lessee shall execute, upon the request of Lessor, such documents as required by Lessor's lender to
evidence such subordination and other matters required by Lessor's lender.
EXAMINATION OF PREMISES
6. The Lessor shall at all reasonable times have access to the Demised Premises for the purposes of
examining the same,making repairs required to be made by Lessor,or for the purpose of showing the
Demised Premises to prospective purchasers or lessees; and for a period of at least three (3) months
prior to the expiration of the Lease or any renewal thereof, shall have the right to post a sign on the
front of Demised Premises offering the same "To Let" or"For Sale", which said sign the Lessee shall
permit to remain without molestation.
LAW AND RULE COMPLIANCE
7. Lessee agrees to observe and comply with all laws, ordinances, rules and regulations of the
Federal, State, County, Municipal authorities and regulations of the Board of Fire Underwriters
applicable to the Demised Premises and to the business to he conducted by Lessee in the Demised
Premises.
INCREASE IN INSURANCE RISK
8. A. In the event that Lessee's occupancy increases the total insurance premium on the premises of
which the Demised Premises are a part, Lessee shall pay said increase in insurance premium as
additional rental. Lessee agrees not to do or permit anything to be done in said Demised Premises or
keep anything therein,which will increase the rate of fire insurance premiums on the improvements or
any part thereof,or on property kept therein or which will obstruct or interfere with the rights of other
• tenants or conflict with the regulations of any pertinent authority or public or quasi-public department
or with any insurance policy upon said improvements or any part thereof. In the event of any increase
in insurance premiums resulting from Lessee's violation of the foregoing, or from any act or omission
on the part of Lessee, Lessee agrees to pay said increase in insurance premiums on the premises of
which the Demised Premises are a part. Lessee shall,in any event,hold the Lessor harmless from the
effect of any said violation, act or omission. In any action or proceedings wherein the Lessor and
Lessee are parties, a schedule or "make up" of rate for the building on the Demised Premises,
purporting to have been issued by the Fire Insurance Exchange in the state in which the Demised
Premises is located, or other body making fire insurance rates for the Demised Premises, shall be
prima-facie evidence of the facts therein stated and of the several items and charges included in the fire
insurance rate then applicable to the Demised Premises.
B. As additional rent, and upon demand Lessee agrees to pay its proportionate share of
public liability and property damage insurance for the common areas and insurance for the building of •
•
which the Demised Premises forms a part,protecting against all losses resulting from fire,loss of rents
and other insurable hazards,casualties,risks and contingencies. Lessee's proportionate share shall be
based upon the square footage of occupied space in the building of which the Demised Premises forms
a part.
UTILITIES AND SERVICES
9. The utilities and services including, without limitation,electricity, water, gas, telephone and sewer
service,furnished to the Demised Premises shall be provided and paid for by the Lessee,commencing
on the date Lessee takes possession of the Demised Premises. Lessee shall not discontinue utility
service to the Demised Premises at any time during the term of this Lease. If a sprinkler system is on
the premises, Lessee will promptly pay water charges for such system regardless of basis on which
municipality or water authority charges for such service. The Lessor shall not be liable for any
interruption or delay in any of the above services for any reason. In the event Lessee fails to have the
utility companies set up the accounts in its name on the date Lessee takes possession of the Demised
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Premises; then Lessee shall pay Lessor for the utilities consumed at the Demised Premises plus an
additional twenty percent(20%) to cover Lessor's administrative and overhead costs. Lessee shall at
all times operate the HVAC system and all utilities serving the Demised Premises so as to prevent any
damage to the Demised Premises or the systems serving the Demised Premises. In the event that any
tap fee, impact fee or other assessment is payable as a result of the provision of utility service to the
Demised Premises then such fee shall be paid by Lessee (directly to the municipality if separately
invoiced or pro ram to Lessor in any other instance).
TERMINATION ON DEFAULT AND RIGHTS OF LESSOR
10. A. In the event that Lessee shall violate any condition,covenant or agreement contained in
this Lease, or any part thereof, then Lessor shall have the right at Lessor's election to terminate this
Lease on first giving to Lessee three(3)days'notice to cure such default,if such default is the failure
to pay past clue rent, or seven (7) days'notice if such default is the breach or non-observance of any
other covenant or condition, provided, however, that if the nature of Lessee's default is such that it
cannot be cured solely by payment of money and more than seven(7)days may be reasonably required
for such core, then Lessee shall not be deemed to he in default if Lessee shall commence such cure
within stud seven (7) day period and shall thereafter diligently prosecute such to completion; such
election shall be served by registered or certified mail or by overnight driver service which provides
written receipts in a postpaid envelope addressed to Lessee at the address first above given. The above
mentioned term shall cease upon the expiration of said three(3)or seven(7)days,as the case may be,
in the same manner and to the same effect as if that were the expiration of the original term of this
Lease; it being further understood and agreed that such election shall be solely in the discretion of
Lessor,and,if exercised,shall be conclusive upon Lessee.
I3. Notwithstanding the foregoing provision,it is agreed that if Lessee or its guarantor(if
any)shall be adjudicated a bankrupt,or a receiver is appointed for the business and property of Lessee
or its guarantor(if any), or if lessee or its guarantor(if any)shall make an assignment for the benefit
of creditors, then at the option of Lessor,this Lease may be canceled upon written notice by Lessor to
Lessee,but Lessor shall not be required to give the notice as required in Subparagraph'A.'
C. If the Lessee shall be deemed in default of any one or all of the events contained in
subparagraphs A and B above beyond the applicable notice and cure periods, the Lessor may to the
extent permitted by law:
(1) at its option,without terminating this Lease,change the locks on the doors to the
Demised Premises and exclude the Lessee therefrom until all of such defaults shall have been
completely cured;
(2) at its option, at once, without notice to Lessee or to any other person, terminate
this Lease; •
(3) upon the termination of this Lease either at the option of the Lessor as aforesaid,
or at the expiration by lapse of time of the term hereof,the Lessee will at once surrender possession of
the Demised Premises to the Lessor and remove all effects therefrom and if such possession be not
immediately surrendered,the lessor shall forthwith re-enter the Demised Premises and repossess itself
thereof as in its former estate and remove all persons and effects therefrom,using such force as may be
necessary,without being deemed guilty of any trespass or forcible entry;
(4) . if the Lessee shall not remove all effects from the Demised Premises as above
provided,Lessor may, at its option,remove any or all of said effects in any manner that Lessor shall
choose and store the same without liability for loss thereof,and lessee will pay'the Lessor,on demand,
any and all expenses incurred in such removal and also storage on said effects for any length of time'
during which the same shall be in Lessor's possession or in storage, or Lessor may at its option,
without notice,sell any or all of said effects in such manner and for such price as the Lessor may deem
best and apply the proceeds of such sale upon any amounts due cinder this Lease from the Lessee to the
Lessor,including the expenses of removal and sale;
(5) relet the Demised Premises or any part or parts thereof either in the name of
Lessor or.Lessee for a term or terms which may at Lessor's option extend beyond the balance of the
term of this Lease, and Lessee shall pay Lessor any deficiency between the rent hereby reserved and
covenanted to be paid in such reletting,including,but not limited to, attorneys'fees,brokers'fees and
expenses of remodeling and putting the Demised Premises in good order and preparing the same for re-
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rental. Such deficiency shall be paid in monthly installments, upon statements rendered by Lessor to
Lessee. For the purpose of determining the deficiency in rent,the rent reserved shall be deemed to be
the guaranteed minimum monthly rental herein provided for,plus any additional charges otherwise due
pursuant to this Lease. Any suit brought to collect the amount of the deficiency for any one or more
months shall not preclude any subsequent suit or suits to collect the deficiency for any subsequent
months;
(6) collect from Lessee any other loss or damage Lessor may sustain by reason of
any breach and any diminished value of the Demised Premises resulting from said breach;
(7) in the event of a breach or threatened breach by Lessee of any of the covenants
or provisions of this Lease,Lessor shall have the right to enjoin any such breach or threatened breach;
(8) declare the entire rental for the balance of the term, including the guaranteed
minimum monthly rental herein provided for,immediately due and payable at once;
(9) cure such default by Lessee at Lessee's expense, and upon completion of such
cure by Lessor Lessee shall, upon demand and as additional rent, reimburse Lessor for all costs in
connection therewith.
(10) take any enforcement action allowed by the laws of the State of Florida,either at common
law or pursuant to statute.
D. To the extent permitted by law the Lessee expressly waives the service of any notice of
intention to terminate this Lease or re-enter the Demised Premises, and waives the service of any
demand for payment of rent or for possession,and waives the service of any and every other notice or
demand prescribed by any statute or other law, and agrees that the simple breach of any of the said
covenants hereof, shall, of itself, without the service of any notice or demand whatever, constitute a
forcible detainer by the Lessee of the Demised Premises within the meaning of the statutes of the state
in which the Demised Premises are located. Lessee hereby expressly waives any and all rights of
redemption,granted by or under any provisions of Law. No receipt of monies by the Lessor from the
Lessee, after the termination in any way of this Lease or after giving of any notice, shall reinstate,
continue or extend the term of this Lease,or affect any notice given to the.Lessee prior to the receipt of
such money, it being agreed that after the service of notice or the commencement of a suit, or after
final judgment for possession of the Demised Premises, the Lessor may receive and collect any rent
due, and the payment of said rem shall not waive or affect said notice, said suit or said judgment.
Lessee agrees that in the event Lessor commences summary proceedings or litigation in connection
with this Lease that Lessee shall not interpose any non-compulsory counterclaim in any such
proceeding.
E. Any and all rights and remedies which Lessor may have under this Lease and any rider
hereto attached and made a part hereof and at law or in equity shall be cumulative and shall not be
deemed inconsistent with each other, and any two or more or all of such rights and remedies may be
exercised at the same time. In the event of default by Lessee,Lessor shall have the option to terminate,
without additional notice,any lease agreement between Lessor or any of its affiliates and lessee.
HOLDING OVER
11. In the event that Lessee shall remain in the Demised Premises after the expiration of the term of
this Lease without having executed a new written Lease with Lessor, such holding over shall not
constitute a renewal or extension of this Lease. Lessor may, at its option,elect to treat Lessee as one
who has not removed at the end of his term, and thereupon be entitled to all the remedies against
Lessee provided by law in that situation, or Lessor may elect, at its option, to construe such holding'
over as a tenancy from month to month,subject to all the terms and conditions of this Lease except as
to duration and rental which Lessor and Lessee agree shall increase to double the amount of the rental
last in effect.
CONDITION OF PREMISES
12. Lessee has examined the Demised Premises arid accepts theist in their present condition except as
otherwise expressly provided herein and without any representations on the part of Lessor or its agents
as to the present or future condition as the reasonable use thereof will permit.
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MECHANICS LIEN
13. Lessee has no authority or power to cause or permit any lien or encumbrance of any kind
whatsoever,whether created by act of Lessee,operation of law,or otherwise,to attach to or he placed
upon Lessor's title or interest in the Shopping Center or Demised Premises, and any and all liens and
encumbrances created by Lessee shall attach to Lessee's interest only. In order to comply with the
provisions of Section 713.10, Florida Statutes, it is specifically provided that neither Lessee nor
anyone claiming by, through or under Lessee , including, but not limited to, contractors,
subcontractors, materiatmen, mechanics and laborers, shall have any right to file or place any
mechanics' or materialmen's liens of any kind whatsoever upon the Demised Premises, the shopping
center or improvements thereon,and any such liens are hereby specifically prohibited. All parties with
whom Lessee may deal are put on notice that Lessee has no power to subject Lessor's interest to any
mechanics' or materialmen's lien of any kind or character,and all such persons so dealing with Lessee
must look solely to the credit of Lessee, and not to Lessor's interest or assets. In the event that any
such lien is filed against the premises as a result of alterations,additions or improvements made by or
on behalf of Lessee,Lessor,at its option,after ten(10)days'notice to Lessee,may terminate this Lease
ancl/or pay the said lien without inquiring into the validity thereof, and Lessee shall forthwith
reimburse Lessor the total expense incurred by Lessor(including but not limited to reasonable attorney
fees)in procuring the discharge or bonding the said lien,as additional rent hereunder.
EMINENT DOMAIN
14. If the property or any part thereof wherein the Demised Premises are located shall be taken by
public or quasi-public authority under any power of eminent domain or condemnation, this Lease, at
the option of Lessor shall forthwith terminate. Lessee in no event shall have any claim or interest in or
to any award of damages for such taking.
ACCELERATION
15. It is hereby mutually agreed that notwithstanding anything to the contrary herein contained, the
Demised Premises is demised for the rental for the entire said term, payable at the time of making of
this Lease and that the provisions herein contained for the payment of said rent in installments are for
the convenience of Lessee only and that upon default in payment of the rent installments as herein
allowed, then the whole of the rent hereby reserved for the whole of said term and then remaining
unpaid shall at once become due and payable without any notice or demand.
DESTRUCTION OF PROPERTY
16. In the event of the destruction of the Demised Premises or the building containing the Demised
Premises by fire, explosion, the elements or otherwise, during the term hereby created or previous
thereto,or such partial destruction thereof as to render the Demised Premises wholly untenantable or
unfit for occupancy, then the Lessor shall have a period of forty-five (45) days from the date of such •
•
• destruction or partial destruction of the Demised Premises to determine, at its election whether the
Demised Premises should be rebuilt, and Lessor thereafter shall have a period of one hundred twenty
(120) days from the date of commencement of substantial repairs or reconstruction of the Demised
Premises to rebuild the Demised Premises to the same condition as upon initial delivery thereof to
Lessee. Notwithstanding the foregoing, the term hereby created, at the option of the Lessor, shall
cease and become null and void from the date of such damage or destruction; and if such option is
exercised the Lessee shall immediately surrender Demised Premises and all Lessee's interest therein to
Lessor and shall pay rent only to the time of such surrender. However,should the Demised Premises
he rendered untenantable and unfit for occupancy hot yet be repairable, at the Lessor's election the
Lessor shall repair the same with reasonable promptness,and in that case the rent accrued and accruing
shall not cease and determine. Lessee shall immediately notify Lessor in case of fire or other damage'
to the premises. No claim shall be made by the Lessee in any case for compensation or damages by
reason of interruption of its business through any such destruction and damage to the Demised
Premises or arising from the necessity of repairing any portion of the entire premises of which the
Demised Premises are a part.
BUILDING RULES
17. The rules and regulations of Lessor regarding the Demised Premises affixed to this Lease,if any,
as well as those reasonable rules and regulations which shall hereafter apply to the premises of which
the Demised Premises forms a part, shall be observed by Lessee and by Lessee's guests, invitees,
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licensees,employees,agents and customers. Merchandise display,sales or storage on the side~+ilks is
prohibited. Lessee and its employees shall park their cars only in the areas designated by Lessor.
GLASS
18. Lessee agrees to replace at Lessee's expense any and all glass and molding which may become
broken or in need of repair in and on the Demised Premises.
LIABILITY
19. The Lessee further covenants and agrees with the Lessor that during the term of this Lease and for
such other times as the Lessee shall hold or have access to the Demised Premises,that,for any legal or
administrative proceedings relating to Lessee in which Lessor is made a party without Lessor's default,
the Lessee will save the Lessor and its affiliates,ground lessor(s),and mortgages,if any,harmless and
indemnified from and against such claim, injury, loss or damage (including defense costs). By
providing liability insurance with$3,000,000.00 combined single limits for bodily injury and property
damage. Insurance policies will be written in the names of the Lessee with Lessor,its ground lessors
and/or mortgagee, if any, named as additional insureds, and Lessee shall provide Lessor with
certificates evidencing such policies upon execution of this Lease and shall thereafter provide Lessor
with appropriate evidence of such coverage's upon each anniversary date of the policy. The failure of
Lessee's insurance company to defend Lessor and its affiliates shall render Lessee in default of this
Lease.
CARE OF PREMISES
20. Lessee further agrees as follows: (a)to pay all utility charges promptly,(b)to make all repairs and
replacements in a workmanlike mariner, (c)to keep the Demised Premises and platform, loading dock
or service areas used by Lessee in good, healthful and clean condition, (d) to cause the sidewalks
adjacent to Demised Premises to be kept free of rubbish and merchandise, (e) not to obscure the
windows with blinds,film or other window treatments without Lessor's consent,(f)not to overload the
floors,(g)not to paint on the exterior of Demised Premises,and(li)not to use the Demised Premises in
a manner which creates a nuisance or which disturbs any other tenants or occupants of neighboring
property.
21. This paragraph is intentionally omitted.
REDEMPTION
22. The Lessee expressly waives,forfeits,surrenders and releases the Lessor from the operation of any
provision of law now in force or which may be hereafter enacted,giving the Lessee the right under any
conditions after default, to the redemption arid repossession of the Demised Premises or any part
thereof.
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COMMON AREA MAINTENANCE
23. As additional rent, Lessee shall pay to Lessor, as its fixed share of common area maintenance
costs $3,570.00 per year for the first year of the term of this Lease payable in equal monthly
installments of $297.50 each; and for each year thereafter Lessee's fixed share of common area
maintenance costs shall automatically increase by an amount which is three percent (3%) above the
previous year's amount.
DEVELOPMENT CONTINGENCY
24. It is understood and agreed that if for any reason the Lessor is unable to proceed with the building
containing the Demised Premises, or if the delivery of the Demised Premises to Lessee is no longer
feasible, said Lessor may cancel this Lease by written notice to the Lessee. In the event the Lessor
• experiences unavoidable delays Lessee hereby agrees to defer the beginning occupancy date of this
Lease.
ILLEGAL ENTRY
25. Lessee shall be responsible for damage to the Demised Premises as a result of illegal entry therein
or trespass thereupon.
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BUSINESS OPERATION
26. The Lesser covenants and agrees that it will, during the entire term of this Lease, operate the
business for which the Demised Premises are leased.
LESSOR'S RIGHT OF RECAPTURE
27. Lessor shall have the right of recapture to take over the space occupied by the Lessee should the
Lessee:wish to assign this Lease, sublet or vacate the Demised Premises or any part thereof before the
expiration of said.Lease,at the rental the Lessee is paying.
TAXES
28. A. As additional rent Lessee shall pay its proportionate share of all real property taxes and
assessments or governmental impositions in lieu thereof,be they special or otherwise of every kind and
nature (including without limitation, assessments for public improvements or benefits whether or not
commenced during the term of this Lease), water, sewer and other rents, rates and charges, excises,
levies,license fees,permit fees and other authorization fees,public dues and all other charges(in each
case whether general or special, ordinary or extraordinary, or foreseen or unforeseen), of every
character(including all penalties or interest thereof,if incurred due to Lessee's late payment),which at
any time during or in respect of the term of this Lease may be assessed,levied,confirmed,or imposed
on or in respect of or he a lien upon,or measured by the value or amount of(a)the Demised Premises
or any part thereof,including any personal property,any rent therefrom or any estate,right or interest
therein, or (h) any occupancy, use or possession of the Demised Premises or any part thereof(other
than any franchise,capital stock or similar tax of Lessor,or any income or excess profit tax of Lessor
or portion thereof determined on the basis of its general income or revenues)together with a charge
equal to twenty percent(20%)of the foregoing("Taxes"). Lessee agrees that should Lessor receive tax
abatement or exemption on any portion of the premises of which the Demised Premises forms a part,
then for purposes of determining Lessee's proportionate share the term Taxes shall include an amount
equal to the taxes which would have been payable in the absence of any such abatement or exemption
amount. The foregoing additional rental shall be paid within ten (10) days of Lessor billing Lessee
therefore. Lessor reserves the right to have Lessee establish a lax escrow with Lessor. In such event
Lessee shall pay to Lessor an amount equal to one(1)year's taxes attributable to the Demised Premises
and thereafter Lessee shall pay to Lessor a monthly amount reasonably determined by Lessor to cover
the next tax bill. If at any time there is a shortfall in said account.Lessee shall pay such shortfall to
Lessor within ten(10)days of demand therefore. Lessee's proportionate share shall be based upon the
ratio of the square feet of the Demised Premises to the total square feet of the occupied area of the
premises covered by such tax bill.
B. Notwithstanding the foregoing, if the Demised Premises are a part of a larger parcel, Lessor
may have the Demised Premises separately assessed, In the event Lessor shall be unable to obtain a
separate assessment,Lessor may obtain an identifiable breakdown of Taxes attributable to the Demised •
Premises. •
If Lessor is able to obtain from the assessor's office a separate assessment of Taxes attributable to
the Demised Premises and the improvements thereon, then Lessee shall pay Lessor in equal monthly
installments, the amount of Taxes so separately assessed. If no separate assessment is obtained but
Lessor is able to obtain an identifiable breakdown of Taxes allocable to improvements on the Demised
Premises then Lessee shall pay to Lessor, in equal monthly installments (i) the amount of Taxes
separately identified for the improvements and identified,and(ii) the Taxes attributable to the land of
the Shopping Center as prorated based on the ratio of the square footage of building on the Demised
Premises to the total square feet of the occupied store area of the premises covered by such tax hill.
COVENANT AGAINST WIITII-TOLDING OF RENTAL
29. Notwithstanding any other provisions contained in this Lease or any extensions, modifications or
renewals thereof, it is understood and agreed that in the event of default in performance of any
agreement, condition, or other provisions to be performed by the Lessor, or if for any other reason
Lessee might be entitled to any reimbursement from Lessor, in no event shall Lessee deduct or
withhold any such amount from rental payments due Lessor pursuant to the rental provision of this
Lease.
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MONTHLY REN'T'AL STATEMENTS
30. The Lessor shall not be required to send to Lessee monthly statements for rentals due or to become
due under the terms and conditions of this Lease. however, it is expressly agreed that monthly past
due reminders shall constitute notice of default.
BUILDING MAINTENANCE
31. Lessor shall repair and maintain the foundation,roof and exterior walls. Lessee shall at all times
keep the remainder of the Demised Premises in first class condition, including but not limited to
lighting fixtures and equipment and shall repair or replace such fixtures when the same become
inoperative and at the end of the term, shall quit and surrender such Demised Premises in such
condition,ordinary wear and tear excepted and in a broom clean condition.
LIGHTI.NG FIXTURES
32. Lessee shall replace and pay for all electric bulbs,lamps,fluorescent tubes,ballasts and starters as
they become inoperative.
ALTERATIONS TO DEMISED PREMISES
33.In the event that any governmental authority directs any modification or alteration to the Demised
Premises as the result of Lessee's occupancy, Lessee shall pay for the cost of such modification or
alteration.
SERVICE CONTRACT
34. If the Demised Premises includes a heating and/or air conditioning unit Lessee shall enter
forthwith into a contract, subject to the Lessor's approval, for quarterly service, maintenance and
repairs of the heating and air-conditioning units in the Demised Premises, which are or may become
part of the Demised Premises. Lessee shall pay for and keep said contract in force during the Lease
term and any renewal or extension thereof and will supply Lessor with a copy of said contract.
CONTINUED RENTAL OBLIGATION
35. If,for any reason,Lessee discontinues the use of the Demised Premises for the purposes rented or
any purpose, Lessee shall still remain liable for the performance of the terms of this Lease and the
payment of the rental thereunder.
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INVALIDITY OF PARTICULAR PROVISION •
36, If any term or provision of this Lease or the application thereof to any party or circumstance shall,
to any extent,be invalid or unenforceable,the remainder of this Lease,or the application of such term
or provision to parties or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby,and each term and provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.
PROTEST OF REAL ESTATE TAXES
37. In the event the Lessor elects to protest the real estate taxes assessed against the Demised
Premises and such protest shall result in a reduction of such assessment, the Lessee agrees to pay its
reasonable pro-rata share of the legal fees incurred thereby.
WATER DAMAGE
38. Lessor shall have no responsibility for any loss sustained by Lessee as the result of damage to
Lessee's merchandise and equipment caused by flood waters or any other water damage.
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CARPETING
39. Lessee may not,without the consent of the Lessor,fasten rubber-backed carpeting to the floor of
the Demised Premises with adhesives of any kind.
RETURNED CHECKS
40. For a check sent in full or partial payment of any amounts owed pursuant to this Lease, or any
rider thereto or modification thereof, which is not honored because of insufficient funds, uncollected
funds or any other reason,there will be assessed a charge of$50.00 and all subsequent payments shall
be made by cash,bank draft,certified check or money order.
OUTSIDE PREMISES
41. Lessee agrees that there shall be no outdoor storage or sales.
INCREASE IN TAXES
42. Any increases in taxes resulting from construction or improvements made by or for the benefit of
Lessee shall be paid solely by Lessee.
LESSOR'S WORK
43. A.Lessor shall perform the work set forth on Exhibit A attached hereto and made a part hereof
pursuant to Lessor's standard specifications and pursuant to the building code requirements relating to
such work. Any work performed by lessor in addition to the work set forth on Exhibit A shall be paid
for by Lessee. Notwithstanding anything contained in this Lease to the contrary,in the event Lessor is
unable to complete its work because of the failure of Lessee to provide or to approve plans, then
Lessor's delivery of the Demised Premises shall be deemed to occur upon written notice to Lessee,and
commencement of the Lease term shall be based upon the date of such notice as if Lessor had actually
completed all its work upon such date. In the event Lessee sells prepared food at or from the Demised
Premises then at Lessor's election either Lessee shall be required to install grease traps and install a
vapor barrier on all demising walls at Lessee's cost or Lessor may install same and upon completion
Lessee shall reimburse Lessor's costs for each grease trap and each vapor barrier installed.
B. Any work to he performed by Lessee shall be at Lessee's sole cost and expense and Lessee
shall not commence any work until (i) two (2) sets of plans and specifications are submitted and
• approved by Lessor in writing and (ii) Lessee furnishes Lessor with a copy of its building permit
authorizing such work. Upon completion Lessee shall furnish Lessor with a copy of the certificate of
occupancy from the municipality.
SIGNAGI
44. Lessee shall erect a sign on the exterior(front) of the Demised Premises which shall consist of
individual letters pursuant to Lessor's specifications. Lessee shall repair,clean or otherwise maintain
such signage as may be reasonably required by Lessor,and upon Lessee's failure to so comply Lessor
may repair or clean such signage at Lessee's expense and upon demand Lessee shall reimburse Lessor
such costs as additional rent hereunder. The location, design and material used for said sign are
subject to the written consent of Lessor,such consent to be obtained prior to the installation. Upon the
termination of this Lease, Lessee shall cause such sign letters to be removed by a competent sign
company and shall immediately pay to Lessor the cost of repairing any damage to the exterior of the
building.
SECURITY
45. Upon signing this Lease, Lessee shall deposit with Lessor $2,800.00 as security for Lessee's
payment of rent and performance of its other obligations under this Lease. If Lessee defaults in its
payment of rent, additional rent or performance of its other obligations under this Lease,Lessor may
apply all or part of the security to such default. If Lessor so applies any portion of the security,Lessee
will restore the security to its original amount within ten (10)days after written demand from Lessor.
If Lessee pays the rent and performs all of its other obligations under this l:.,ease,Lessor will return the
unused portion of the security after the cad of the term. The security will not be a limitation on
Lessor's damages or other rights under this Lease or an advance payment of the rent. Lessor may
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deliver the security to a purchaser of the premises and be discharged from further liability with respect
to it. Lessor will not be required to keep the security separate from its general funds and Lessee will
not be entitled to interest thereon.
COLLECTION COSTS
46. All costs charged to or incurred by Lessor in the enforcement of its rights under this Lease or in
the collection of any amounts owed pursuant to this Lease (whether incurred out of court, at trial, on
appeal or in bankruptcy proceedings), including reasonable attorney's fees and court costs, shall be
paid by Lessee; and at the option of Lessor;shall be deemed to be additional rent hereunder and shall
be due from Lessee to Lessor on the first day of the following month.
TELEPHONE LINES
47. Lessee shall be responsible for the installation and maintenance of any telephone lines which
service the Demised Premises. All telephone lines shall he installed in a good,workmanlike manner at
Lessee's cost and expense.
OPTION
48. if the Lessee has not been in default under any of the terms and conditions of this Lease, and
provided that Lessee is continuously operating its business in the Demised Premises,Lessee shall have
the option of renewing this Lease for an additional term of three (3) years after the expiration of the
original tern upon the same terms and conditions except for a new annual rental which for the first
lease year shall be three percent(3%) above the rental last in effect;for each subsequent year the rent
shall automatically increase three percent (3%) per year, provided that the Lessor receives notice by
registered or certified mail of Lessee's exercise of such option at least one (I) year prior to the
expiration of this Lease,time being of the essence. Lessee agrees that this option to extend the term of
the Lease is personal to Lessee and is not available to any assignee or successor-in-interest to Lessee.
HAZARDOUS SUBSTANCES
49. A. Lessee shall not conduct any activities with respect to the Demised Premises or the
development which result in the generation, storage or release of any toxic, hazardous or similar
• substances(as those terms may be defined from time to time in any federal,state or local law,rule or
regulation). Lessee shall bear all liability for any claim,injury, loss or damage to any person or the
environment as a result of any such toxic,hazardous or similar substances and Lessee will save Lessor
harmless and indemnify Lessor against any such loss,claim,injury or damage. •
B. Use of Demised Premises. Within sixty (60) days after the execution of this Lease,
Lessee shall furnish Lessor with all Standard industrial Classification Numbers as issued by the United
States, the state in which the Demised Premises are located or any other governmental authority
("SIC"), which relate to the business of Lessee and the use and purposes for which the Demised
• Premises shall be utilized.
C. Environmental Cleanup. At the end of the Lease term, including any renewal or
extension thereof,Lessee will provide Lessor with any environmental clearance which may be required
by any governmental authority having jurisdiction. Until such time as the Demised Premises are
delivered to the Lessor by the Lessee in a "clean" condition, as specified by law, Lessee will pay to
Lessor the monthly rental based upon the then fair market value during said interim period, and will
notify Lessor at least ninety(90)days prior to obtaining a clean condition report as specified by law.
D. Prior to the Commencement Date, and thereafter upon the request of Lessor, Lessee,
agrees to deliver to Lessor a written statement detailing all processes,functions, procedures and other
methods of operation used at the Demised Premises, a description of all materials to be stored at the
Demised Premises and any changes,modifications or amendments thereto.
E. Lessee further agrees to properly and accurately label and segregate all materials stored
at the Demised Premises, as required by law. At all times during the term hereof, and upon the
termination of the terms hereof,Lessee shall comply with all applicable environmental protection laws,
rules or requirements, and shall.promptly cure all violations thereof arising from its non-compliance,
including but not limited to the preparation, delivery and/or filing with the applicable governmental
authorities and with the Lessor,of all forms,certificates,notices, documents,plans and other writings,
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and the furnishing of such other information as may be required or requested by the Lessor, its
mortgagee or any applicable governmental authority in connection with the sale, lease, transfer,
mortgaging or other disposition of the building and/or lands. It is specifically acknowledged and
agreed that the provisions of this paragraph shall survive the termination of this Lease, regardless of
the"reason or cause thereof.
CONTINUED OCCUPANCY
50. A. Lessee shall operate its activities on the Demised Premises during the entire term of this
Lease with due diligence and efficiency.Lessee shall not vacate or abandon the Demised Premises at
any time during the term of the Lease.
B. The foregoing provisions governing Lessee's activities are intended for the benefit of all
tenants of the development.If Lessee fails to maintain such above activities,or vacates or abandons the
Demised Premises, Lessee acknowledges that Lessor will be damaged thereby in an amount not
susceptible of exact computation. Therefore, Lessee in such event agrees that for each month such
violations occur it shall pay Lessor as liquidated damages an amount equal to the minimum monthly
rent,which damages shall be paid in addition to all rent due Lessor,and that such liquidated damages
shall be in addition to and not in lieu of all other damages to which Lessor is entitled by law or by this
Lease. The parties agree that in the event of a breach or threatened breach of the foregoing covenants,
in addition to all of Lessor's other rights and remedies, at law or in equity,or otherwise,Lessor shall
have the right of injunction to preserve Lessee's occupancy and use.
PERSONAL PROPERTY
51. Lessee shall,throughout the term of this lease,insure(with an insurance company licensed to do
business in the state in which the Demised Premises are located)its personal property,equipment and
improvements for full replacement value.Lessee assumes all risk of damage to or destruction,loss or
pilferage of fixtures, personal property or any improvements Lessee has made within the Demised
Premises or any loss suffered by Lessee's activities resulting from any cause whatsoever and shall save
and hold Lessor and its affiliates harmless from all claims resulting therefrom. Lessee shall have the
right, at the termination of this Lease, to remove any and all equipment and other items of personal
property not constituting a part of the leasehold which it may have stored or installed in the Demised
Premises,including but not limited to shelving,show cases,chairs and movable machinery purchased
• by Lessee and which are susceptible of being moved without damage to the building, provided this
right is exercised before the Lease is terminated or during the ten (10) clay period immediately
following such termination,and provided that Lessee shall repair any damage to the Demised Premises
caused hereby. The right granted Lessee in this Section 54 shall not include the right to remove any
plumbing or electrical fixtures or equipment, heating or air-conditioning equipment, floor coverings
(including wall•-to-wall carpeting), glued or fastened to the floors or any paneling, tile or other
materials fastened or attached to the walls or ceilings all of which shall he deemed to constitute a part
of the freehold, and as a matter of course, shall not include the right to remove any fixtures or
machinery that were furnished or paid for by Lessor. Buildings shall be left in a broom-clean
condition subject to normal wear and tear,fire and other casualty,acts of God,condemnation,and the •
acts or omissions of Lessor,its agents,servants or employees. Any property that Lessee is entitled to
remove but does not shall be deemed abandoned by Lessee,and,at the option of Lessor,shall become
the property of Lessor(or at the Lessor's Option,shall be removed by Lessee at Lessee's expense).
ESTOPPEL CERTIFICATES
52. Within ten (10)days after Lessor's written request therefore, Lessee shall deliver to Lessor or to
any prospective purchaser or mortgagee of the Demised Premises a written statement certifying (if
such is the case) that this Lease is in full force and effect and has not been assigned, modified,'
supplemented or amended; that all covenants, conditions and agreements on the part of Lessor
hereunder have been performed; and that there are no defenses or offsets to the enforcement of this
Lease by Lessor,or stating those claimed by Lessee.
DEFINITION AND LIABILITY OF LESSOR
53. A. The term "Lessor as used in this Lease means only the owner for the time being of the
building in which the Demised Premises are located or the owner of a leasehold interest in the building
and/or the land thereunder so that in the event of sale of the building or an assignment of this Lease,or
a demise of the building and/or land, Lessor shall be and hereby is entirely freed and relieved of all
obligations of Lessor hereunder and it shall be deemed without further agreement between the parties
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and such purchaser(s), assignee(s)or lessee(s) that the purchaser, assignee or lessee has assumed and
agreed to observe and perform all obligations of Lessor hereunder. it is specifically understood and .
agreed that there shall be no personal liability of Lessor in respect to any of the covenants,conditions
or provisions of this Lease. In the event of a breach or default by Lessor of any of its obligations under
this Lease,Lessee shall look solely to the equity of Lessor in the Shopping Center for the satisfaction
of Lessee's remedies.
B. Lessor's Release following Transfer. In the event of any transfer or conveyance of title to the
Demised Premises, Lessor herein named (or the then grantor if Lessor herein named shall have
previously made such a transfer or conveyance) shall be automatically released of all liability as
respects the performance of any and all obligations on the part of Lessor thereafter to be performed
hereunder; provided, however, that the foregoing shall not be construed as a release of Lessor or the
then grantor, as the case may be,for any obligations or liabilities which arose prior to the date of such
transfer or conveyance and during such party's period of ownership.
PEST CONTROL
54. Lessee shall enter forthwith into a contract, subject to the .Lessor's approval, for monthly pest
control services at the Demised Premises. Lessee shall pay for and keep said contract in force during
the Lease term and any renewal or extension thereof and will supply Lessor with a copy of said
contract.
RADON NOTICE
55. Radon gas is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from the county public health unit in
which the Shopping Center is located.
MEMORANDUM OR NOTICE OF LEASE
56. Upon request by Lessor,Lessor and Lessee agree to execute a Memorandum or Notice of Lease
in recordable form pursuant to applicable state law. Upon the expiration or earlier termination of this •
Lease,the party who shall have recorded such Memorandum or Notice of Lease shall promptly execute •
any necessary instrument and remove the Memorandum or Notice of Lease from the public records,
and upon failure to do so, the other party is hereby appointed attorney-in fact to execute any such
instrument in the recording party's name,place and stead.
CAPTIONS AND DEFINITIONS
57. Marginal captions of this Lease are solely for convenience of reference and shall not in any way
limit or amplify the terms and provisions thereof. The necessary grammatical changes which shall be
required to make the provisions of this Lease apply, (a)in the plural sense if there shall be more than
one Lessor, and(b)to any Lessor which shall be either a corporation, an association, a partnership or
individual, male or female, shall in all instances be assumed as though in each case fully expressed.
Unless otherwise provided,upon the termination of this Lease under any of the paragraphs hereof,the
parties hereto shall be relieved of any further liability hereunder except as to acts,omissions or defaults
occurring prior to such termination.
•
WAIVER OF COVENANT OR CONDITION
58. The failure of Lessor to insist upon strict performance of any of the covenants or conditions of this
Lease or to exercise any option herein conferred in any one or more instances shall not he construed as
a waiver or relinquishment for the future of any such covenants,conditions or options,but the same he
and remain in full force and effect.
GOVERNING LAW
59. Lessor and Lessee agree that this Lease shall be governed by the laws of the state in which the
Demised Premises are located. Lessor and Lessee hereby waive any right either may have to a jury
trial in connection with any claim,counterclaim, or other dispute arising out of or in connection with
this lease.
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WIC GO City
• MJC/SBJ/dnc
__. March 1"1,201)5
NEGOTIATION AND EXECUTION
60. The furnishing of this Lease to the Lessee by the Lessor shall not be considered an offer to lease,
even though completed in every respect, until and unless the document has been executed by the
appropriate officers of Lessor. No deposit of proposed rent or security deposit and no correspondence
or other communication respecting this Lease shall create any obligation to go forward with this Lease
until the Lease document is fully completed and executed by both the Lessor and Lessee.
MISCELLANEOUS •
•
61. A.Lessee and Lessor each warrant and represent that the party signing this Lease on behalf of
each has authority to enter into this Lease and to bind Lessee and Lessor; respectively, to the terms,
covenants and conditions contained herein. Each party shall deliver to the other, upon request, all
documents reasonably requested by the other evidencing such authority, including a copy of all
corporate resolutions,consents or minutes reflecting the authority of persons to enter into agreements
on behalf of such party.
•
B. Relationship of the Parties. Nothing herein contained shall he deemed or construed as creating
the relationship of principal and agent or of partnership or joint venture between Lessor and Lessee.
C. Additional Rent. All taxes, charges, costs and expenses which the Lessee is required to pay
hereunder, together with all interest and penalties which may accrue thereon in the event of Lessee's
failure to pay such amounts, and all damages, costs and expenses which the lessor may incur by
reason of default by the Lessee or failure on the Lessee's part to comply with the terms of this Lease,
shall be deemed to be additional rent, and in the event of nonpayment by the Lessee,the Lessor shall
have all rights and remedies with respect thereto as the Lessor has for the non-payment of base rent
referenced in this Lease. Lessee agrees that its failure to object, require documentation or otherwise
challenge the validity of any invoice within thirty (30) days from Lessee's receipt shall render said
statement final,binding and due.
1).Prohibited Use. Notwithstanding any provisions herein to the contrary, Lessee shall not
operate or display any pornographic material or operate a business that is unsuitable for children to
visit and patronize.
E. Force Majeure. Lessor shall be excused for the period of any delay in the performance of any
obligations hereunder when prevented from doing so by cause beyond Lessor's control, which shall
include without limitation all labor disputes, civil commotion, war, war-like operations, invasion,
rebellion, hostilities,military or usurped power,sabotage,governmental regulation or controls.fire or
other casualty,inability to obtain any material,services or through acts of God.
EARLY TERMINATION
62. Notwithstanding anything contained herein to the contrary, if after the first eighteen (18)months
of Lessee's operation during the initial term of this Lease, Lessee loses its funding for the W.T.C.
program the Lessee may terminate this lease or not less than sixty (60) day prior written notice to
Lessor provided that at the time of giving such notice Lessee pays Lessor two months of the then
current base rent. `.Base rent'is described on Page 1 of this lease.
THIS INSTRUMENT SHALL MERGE ALL UNDERTAKINGS, REPRESENTATIONS,
UNDERSTANDINGS AND AGREEMENTS WHE'T'HER ORAL OR WRITTEN, BETWEEN
THE PARTIES HERETO WITH RESPECT TO THE DEMISED PREMISES AND THE
PROVISIONS OF THIS LEASE ANI)SHALL CONSTITUTE THE ENTIRE LEASE UNLESS.
OTHERWISE HEREAFTER MODIFIED BY BOTH PARTIES IN WRITING. NEITHER
PARTY HAS MAIZE ANY REPRESENTATIONS OR PROMISES EXCEPT AS HEREIN
CONTAINED, AND NO MODIFICATION OF ANY PROVISION HEREOF SHALL BE
VALID UNLESS IN WRITING AND SIGNED BY THE PARTIES HERETO.
initial here to indicate you have read,
understand and agree with the foregoing.
I4 Please initial:
16E . 2
WIC final
MJC/S ,duc
"' March I.215)5
IN WITNESS WHEREOF. the Parties have hereunto set their hands and seals, the corporate
parties by their proper officers thereunto duly authorized,as of the day and year first above written.
LESSOR:
Randall Benderson and David H. .Baldauf as Trustees
under a Tru t Agreement dated December 29, 1995
kno 1. ti e �onald Benderson 1995 Trust
By. `—''
Date: __ Randa Benderson,Trustee
Witness: L
_ ......
Witness:L,£.ik-'.�i 3---
Ronal Benders n, Randall Benderson and David H.
Balda as Trus ees under a Trust Agreement dated
Oct e , I.
4
5 •nown as the Ben 'son 85-1 Trust
..,....
By:_
Randall Benderson,Trustee
Date:
Witness:- _....._'� '.
Witness: 1. ... P. 62E1--------
LESSEE: BOARD OF COUNTY COMMISSIONERS,
COLLIER COUNTY,FLORIDA•
Date;_. lw2, ...-2,Lf_C7«3" By:
.1 I . ,, FRED W.COYLE,Chairman -----
ATTEb�T,,w .
DW JF1Y E,BROCIC aerk
1
lr ee , 4 , i ,i Tax ID#: S 9" _.. --
ii y r -7:4.4 6'XE-Md'-T'
Approved as to form and legal sufficiency:
r)
r v ,
Thomas C.Palmer.
Assistant County Attorney
15 Please initial:
16E 2
VarIBIT
LANDLORD'S WORK
. FLORIDA _
In the completion of their respective phases of work,both Landlord and Tenant and/or
their contractors shall comply with all building codes,ordinances,regulations,and
requirements of the appropriate Fire Insurance Rating Bureau(Landlord's approval of
drawings and specifications does not release Tenant from any of these obligations).
Landlord shall provide plans and specifications as applicable to acquire permits and
approvals for Landlord's scope of work and for Tenant's review(as required). Tenant
shall be responsible for providing necessary documentation and document submission for
its scope of work.
Landlord shall deliver to the Tenant the demised premises as outlined below:
INTERIOR FINISH: (a) Unfinished concrete floors ready for Tenant
finishes.
(b) Demising partitions(one-hour)rated to he
installed from floor to underside ofroofdeck.
Sheetrocked,taped and spa.ekled,sanded& •
ready fen Tenant's wall finishing.
(c) Standard white(2x4)acoustical ceiling system
throughout the entire leased premises.
•
(d) Leased premises to have one(1)rear exit door
with hardware assuming leased premises is
greater than 50'deep as required by code.
Alarm locks by Tenant.
•
(e) ADA interior other than toilet room and front •
door by Tenant.
HEATING&MR CONDITIONING: Balanced system with electric heat shall be installed
on the basis of one•(1)ton per 350 square feet
throughout the leased premises.
,SPRINKLER: If required by Code,
TOILET ROOM: Landlord to provide one(1)ADA approved toilet
room,2 if required by code at the rear of the leased
• premises with one(1)water closet,one(1)lavatory,
and one(1)6•-gallon hot water heater. Toilet room
to be equipped with one(1)wall switch and one(1)
combination light and exhaust fan. Toilet room
Rev.Tan-54
6•
EXIEIIBITA'-LANDLORD'S WORK
Page 2
walls to painted.Floors to be sealed or \JC'l.',
ELECTRICAL: (a) Landlord to provide:.
• • 1.25 amp,(¢ 120/208,3 Phase service
(indoor panel.)
Or
• • 100 amp @ 480/277v,3 Phase
service(indoor panel)at landlord's
option.
(b) Landlord to provide standard(2x4)lay in
lighting fixtures to illuminate leased premises;
one(I)fixture per 80 square feet surface
mounted lighting in stockroom.Lights to be
operated by circuit breaker
(c) Landlord to provide required emergency/exit
signage.(one at front door,one at back door)
(d) Landlord to provide wiring for signage with a
junction box in storefront canopy for sign
connection.Landlord to provide f-box w/314
conduit stubbed into tenant space above ceiling
level.
Signage installation/wiring and optional time
clock by Tenant.
(e) Landlord to fully wire the heating and air
conditioning equipment and provide one(1)
standard mercury thermostat.If required.
(f) Fire Alarm systetri if required by Code.if
Tenant installs,system must interface with
B SCI sprinkler monitor system if existing.
(g) Landlord to provide power to electric water
heater in resttoom
(h) Provide show window receptacles one
receptacle for each 12 linear feet(measured
horizontally)of show glass.Receptacle
mounted in ceiling.
(g) One maintenance receptacle next to panel.
16E 2
•
EXIIBIT Q.-LANDLORD'S WORK.
Page 3
STOREFRONTS: Landlord to provide aluminum storefront with
door. ..
All work to be performed by Landlord shall be done in accordance with the Exhibit
and/or Tenant's plans and specifications(if any,as approved by Landlord)and applicable
governmental code requirements. -
All work not specifically noted above shall be performed by Tenant at Tenant's sole cost
and expense. Should Tenant require additional work(not described herein),Tenant shall
submit(2)sets of plans and specifications to the Landlord's office for the Landlord's
review and approval prior to commencement of Tenant's work. All.Tenant's work to
conform with all applicable governmental code requirements. Permits must be obtained
and a certificate of occupancy issued prior to Tenant occupancy.
PiO'TE: Landlord to make provisions for metering electric,water and gas. Tenant to
male application for same and be responsible for any fees in connection with same. •
•
•
16E 2 I
WIC Modific,tion
MJC/DJD/smh
' � 5100405
lone 8,2006
LEASE MODIFICATION AGREEMENT
X41 1
THIS AGREEMENT, made this (l— day of _ xl.�, _ _, 2006, between RANDALL
BENDERSON AND DAVID H. BALDAUF AS 'TRUSTEE 'UN1 ER A TRUST AGREEMENT DATED
DECEMBER 29, 1995 KNOWN AS THE RONALD BENDERSON 1995 TRUST AND RONALD
BENDERSON,RANDALL BENDERSON AND DAVIT:)H. BALDAUF AS TRUSTEES UNDER A TRUST
AGREEMENT DATED OCTOBER 14, 1985 KNOWN AS THE BENDERSON 85-I TRUST (hereinafter
referred to as "Lessor"), having offices at 8441 Cooper Creek Blvd., University Park, Florida 34201, and
COLLIER COUNTY (hereinafter referred to as "Lessee"), d/b/a W.1.C. for Women, Infants and Children,
having offices at West Harmon Turner Building,301 Taniiami Trail East,Fourth Floor,Naples,Florida 34112.
WITNESSETH:
WHEREAS,Lessor and Lessee entered into a written Lease dated April 12,2005(hereinafter referred
to as "Lease") for premises located at Parkway Plaza, Golden Gate Parkway, Naples, Florida, and more
particularly described in the Lease(hereinafter referred to as the"Demised Premises");and
WHEREAS,Lessor and Lessee are desirous of modifying the Lease.
NOW THEREFORE,for One Dollar($1.00)and other good and valuable consideration,paid by each to
the other,the receipt and sufficiency of which are hereby acknowledged,Lessor and Lessee agree that the Lease
is modified as follows:
1. Notwithstanding anything contained in the Lease to the contrary,the Commencement Date of the Lease
shall be August I,2006 or the date Lessee opens for business,whichever is sooner.
2. Lessee has no existing defenses,offsets,liens,claims or credits against the enforcement of the Lease by
Lessor. Lessor is not in default under the Lease and to Lessee's knowledge as of the date hereof,no event has
occurred which,with the giving of notice or passage of time,or both,could result in a default by Lessor.
3. Except as herein modified,all other terms and conditions of the Lease shall remain unchanged and in
full force and effect.
IN WITNESS WHEREOF,the parties hereto have executed this Lease Modification Agreement the day
and year first written above.
t` -
LESSOR fit. t
¢.r,
Dated:._.,,.... _(._-J D lc r
1
RAND/ALL BENDERSON AND /
Witnesses as to both signatures: DAVID H.BALDAUF AS TRUSTEES �/
UNDER A TRUST AGREEMENT DATED
First Witness: DECEMBER 29, 1995 KNOWN AS
i/ THE RONALD BENDERSON 1995"CRUST P2'1- '
Signature
)13Ja.i_taf.,_C A d ex el n.._...
Print name
Second Witness: By --\
`- r' p •g ' - Trustee
(-m il-- RAr\1A t( f3v"\
Signature r� /
iere c .}k,�(c. RONALD BENDERSON,RANDALL
Print name BENDERSON AND DAVID H. BALDAUF AS
TRUSTEES UNDER. A TRUST AGREEMENT
DATED OCT. 3ER 14, 1985 KNOWN AS THE
BE FRSON 5-1 TRUST
By � `—
: . . - ,. • ,'Trustee
.0.( f3
(Lessee's signature continued on next page)
16E
WIC Modification
MIC/DID/snitt
MOD405
June 8,2006
AS TO THE LESSEE:
•11. (,0
DATED:c.,1 D
ATTEST:- BOARD OF COUNTY COMMISSIONERS
BROCK,Clerk , COLLIER COUNTY,FL
,
•O.- a BY:
6 TA a Clerk FRANK HALAS,Chairman
Attest $ :to MU I
, s1grWtki
Approved as to form lega sufficiency:
• ---
_ .# • _
Thomas C. almer,Assistant County Attorney
2