Loading...
Agenda 07/08/2014 Item #16E 27/8/2014 16.E.2. EXECUTIVE SUMMARY Recommendation to approve and execute a First Amendment to Lease with Randall Benderson and David H. Baldauf, Trustees, for office space in Parkway Plaza, Golden Gate City, for the Health Department's Women, Infants and Children's (WIC) program. OBJECTIVE: To continue leasing space for the Health Department's WIC program located in Golden Gate City. CONSIDERATIONS: Since 2006, the WIC office has been utilizing approximately 2,100 square feet at 4945 Golden Gate Parkway Suite 103. The space was customized to the Health Department's specifications and paid for by the Health Department and federal grants for that program. The current lease is scheduled to expire on July 31, 2014. The attached First Amendment to Lease (Amendment) provides for an additional five -year term and all other terms and conditions contained in the existing Lease shall remain the same. The attached Lease has been reviewed and approved by the Health Department, Risk Management Department, and County Attorney's Office. FISCAL IMPACT: The annual rent, which is paid in monthly installments, along with Common Area Maintenance (CAM) charges, property taxes, janitorial services, and all utility charges, shall continue to be paid from the Health Department's General Fund (001) cost center. The funds are budgeted in FY 2014/2015 at $54,000 annually and are available in the Public Health Department's operating budget. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for Board approval. -JAK RECOMMENDATION: That the Board of County Commissioners approves the attached Amendment to Lease and authorizes its execution by the Chairman. PREPARED BY: Michael H. Dowling, Senior Property Management Specialist, Real Property Management, Facilities Management Department Packet Page -1686- 7/8/2014 16.E.2. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.E.16.E.2. Item Summary: Recommendation to approve and execute a First Amendment to Lease with Randall Benderson and David H. Baldauf, Trustees, for office space in Parkway Plaza, Golden Gate City, for the Health Department's Women, Infants and Children's (WIC) program. Meeting Date: 7/8/2014 Prepared By Name: DowlingMichael Title: Property Management Specialist, Senior, Facilities Management 6/11 /2014 1:05:20 PM Approved By Name: CampSkip Title: Director - Facilities Management, Facilities Management Date: 6/12/2014 2:31:17 PM Name: pochopinpat Title: Administrative Assistant, Administrative Services Division Date: 6/17/2014 11:44:44 AM Name: MottToni Title: Manager - Property Acquisition & Const M, Facilities Management Date: 6/23/2014 8:55:08 AM Name: Pricel-en Title: Administrator - Administrative Services, Administrative Services Division Date: 6/23/2014 5:16:24 PM Name: KlatzkowJeff Title: County Attorney, Date: 6/26/2014 3:42:27 PM Name: KlatzkowJeff Title: County Attorney, Date: 6/26/2014 4:08:24 PM Packet Page -1687- 7/8/2014 16.E.2. Name: KimbleSherry Title: Management/Budget Analyst, Senior, Office of Management & Budget Date: 6/27/2014 4:16:40 PM Name: OchsLeo Title: County Manager, County Managers Office Date: 7/1/2014 1:30:06 PM Packet Page -1688- 7/8/2014 16.E.2. Leasc -7 1 7 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE entered into this day of 2014, at Naples, Collier County, Florida, by and between Collier County, a political subdivision 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 I 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. 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) Packet Page -1689- 7/8/2014 16.E.2. 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 TRUSTEES UNDER A TRUST AGREEMENT DATE OCTOBER 14, 1985, KNOWN AS THE BVNDERSOI 95-1 TRUST BY: Witness (Signature Karen M. Johnson (Print Name) Witness (Signature) Christianne Gawel (Print Name) AS TO TI IF., LESSEE: DATED: ATTEST: DWIGHT E. BROCK, Clerk BY: Deputy Clerk BY: dJ✓ BENDERSON, Trustee BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA TOM HENNING. Chairman Packet Page -1690- 7/8/2014 16.E.2. LEASE THIS AGREEMENT, made this 12`h 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 BENDERSON 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.I.C. FOR `''OMEN, INFANTS AND CHILDREN having offices at w. Harmon Turner Building, 3301 Tamiami Trail East, Fourth Floor, Naples, Florida 34112, party of the second part. WITNES SETH: 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 be pro -rated accordingly and the full term of the Lease shall commence on the first day of the following month. Lessee shall be required to Fray 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 vvxhen 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 L 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 Denaised 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. i Must initial: Packet Page -1691- 7/8/2014 16.E.2. -- March 17, 2005 SIGNS, BUILDING ALTERATIONS AND CHANGrES 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 be 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) day 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 immediately 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 be 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 be 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" shalt 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 be deemed to be 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 mlu-ket 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 be an assignment of this Lease. The transfer of membership in a limited liability company or any other entity, or the dissolution or merger 2 Please initial: Packet Page -1692- 7/8/2014 16.E.2. 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 any mortgage or mortgages or deed or deeds of trust, which at any time may be placed upon the Lessor's interest in the Demised Prernises. 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 Dcmised 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 be 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 par[ thereof. In the event of any increase in insurance premiums resulting from I:.essee'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 Dernised 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 Dernised 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 Dernised 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 pout, 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 Please midal: Packet Page -1693- 7/8/2014 16.E.2. Match 17, 2005 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 rata to Lessor in any other instance). TERMINATION ON DEFAULT' AND RIGHT'S 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 due 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 cure, then Lessee shall not be deemed to be in default if Lessee shall commence such cure within said 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. B. 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 I_:ease 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 Prernises 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 under 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- 4 Please initial- Packet Page -1694- 7/8/2014 16.E.2. 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, reirnburse 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 rent 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 deeaned 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 alI 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 [lie rental last in effect. CONDITION OF PREMISES 12. Lessee has examined the Demised Premises and accepts them 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. 5 Please initial: Packet Page -1695- 7/8/2014 16.E.2. MECHANIC'S 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 be 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, materialmen, 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 and/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 1.4. 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 malting 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 Demiscd 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 Dernised Premises be rendered untenantable and unfit for occupancy but 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, 6 Please ini¢al: Packet Page -1696- 7/8/2014 16.E.2. March i i, tu- licensees, employees, agents and customers. Merchandise display, sales or storage on the sidewalks 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 manner, (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 (h) 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 L,esse.e the right: under any conditions after default, to the redemption and repossession of the Demised Premises or any part thereof. COMMON AREA MAINTENTANCE 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. Plus,- inmat Packet Page -1697- 7/8/2014 16.E.2. March 17, 2005 BUSINESS OPERATION 26, The Lessee covenants and agrees that it will, during the entire terns 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 tale 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, he 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 be 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 (b) 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 tax 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 bill. COVENANT AGAINST WITHHOLDING 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. 5Z Please initial: Packet Page -1698- 7/8/2014 16.E.2. b:arch x7.2005 MONTHLY RENTAL 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. LIGHTING 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. INVALIDITY OF PARTICULAR PROVISION 36. If any term or provision of this Lease or the application thereof to any patty 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 darnage to Lessee's merchandise and equipment caused by flood waters or any other water damage. y Please initial: Packet Page -1699- 7/8/2014 16.E.2. -' - - March 17, 'AM!, 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 be 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 froin the municipality. SIGNAGE 44. Lessee shall erect a sign on the exterior (front) of the Der ised 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 Iocation, design and material used for said sign are sub iect 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 restoree 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 Lease, Lessor will return the unused portion of the security after the end 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 10 Please initial: Packet Page -1700- 7/8/2014 16.E.2. Marct, 17. 2001 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 chargcd 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 be 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 term 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 %r) per year, provided that the Lessor receives notice by registered or certified mail of Lessee's exercise of such option at least one (1) 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 riot available to any assignee or successor -in- interest to Lessee. HAZARDOIJS 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 thne 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 map 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, I1 Please initial. Packet Page -1701- 7/8/2014 16.E.2. — March i /, zuu> 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 I-ease, 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 Lessees 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 damaaes 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 tights 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 Iimited 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) day period immediately following such termination, and provided that I.,essee 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 be 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 CERTIFICA'T`ES 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 12 n-a-a- ;,,;aar Packet Page -1702- 7/8/2014 16.E.2. March 17, 2005 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 Jeep 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 Memorandumn or Notice of Lcase 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 tenor and provisions thereof. The necessary grammalical 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 COVENANTOR 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 be construed as a waiver or relinquishment for the future of any such covenants, conditions or options, but the same be 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. 13 Please Iritm!: Packet Page -1703- 7/8/2014 16.E.2. Match 11, NUD NEGOTIATION AND EXECUTION 60. The furnishing Of this Lease to the Lessee by the Lessor shall not be considered an offer to ]case, even though completed in every respect, until and unless the document has been executed by the apirropriate, 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. MISCFI-LANFOUS 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 be 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 pity 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 Don-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. D. 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, goverm-nental 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.I.C. program the Lessee may terminate this lease or not less than sixty (60) clay prior written notice to Lessor provided than 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 WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE DEMISED PREMISES AND THE PROVISIONS OF THIS LEASE AND SHALL CONSTITUTE THE ENTIRE LEASE UNLESS, OTHERWISE HEREAFTER MODIFIED BY BOTH PARTIES IN WRITING. NEITHER PARTY HAS MADE ANY REPRESENTATIONS OR PROMISES EXCEPT AS HEREIN CONTAINED, AND NO MODIFICATION OF ANY PROVISION HEREOF SHALL BE VALID UNLESS IN AVRITING AND SIGNED BY THE PARTIES HERETO. initial here 0 to indicate you have read, understand and agree with the foregoing. 14 Please initial- Packet Page -1704- 7/8/2014 16.E.2. .__ March I, 2005 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 Henderson and David H. Baldauf as Trustees undo a TrAt Agreement dated December 29, 1995 kno t s (Ile onald Benderson 1995 Trust By: Date: Randal Benderson, Trustee Witness:�G'`�G/ Witness: ?)°urnts 112 Date: Witness: Witness:-'V""�� LESSEE: Date:��I�- ATTEST D ?IGHT F; BROC',I� llei Approved as to form and legal sufficiency: — �- �)Vv-\ - - pahAl Thomas C. Palmer. Assistant County Attorney Ronalq Benders n, Randall Benderson and David H. BaldatV as Trus ees under a Trust Agreement dated Oct e 1` 5 sown as the Ben son 85 -1 Trust By: - - -- Randall Benderson, Trustee BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA By: CT-- FRED W. COYLE, Chairman Tax ID #: U Please initial: Packet Page -1705- VINXIMSMvj EXHIBIT .'A 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 requi rem cnts of the appropriate Fire Insurance Rating Bureau (Landlord's approval of drawings and specifications does not release Tenant front any of these obligations). Landlord shall provide plans and specifications as applicable to acquire permits and approvals for L andlord.'s scope oftwork and for Tenant's review (as required). Tenant shall be respozisiblc for providinS 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 fizdshes. (b) Demising partitions (one -hour) rated to be installed from floor to underside of roof deck. Sheetrocked, taped and spackled, sanded & ready for Tenant's wall .f dishing. (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. (c) ADA interior other than toilet room and front door by Tenant. HEATING & ,AIR CONDITIONING: Balanced system with electric heat shall be installed on the basis of one (1) ten per 350 square feet throughout the leased premises. SpRINI €-LI R; If required by Code. TOILET ROOM: Landlord to provide one (1) ADA approved toilet room; 2 ifrequired by code at the rear of tbe leased premises with one (1) water closet, one (1) lavatory, and one (1) 6- gallon hot vrater heater. Toilet room to be equipped with one (1) wall switch and one (l.) combination light and exhaust fan. Toilet rooin P­. Jan -oa Packet Page -1706- 7/8/2014 16.E.2. EAMIBITW- LANDLORWS "WORK. Page 2 walls to painted. Floors to be sealed or 'VCT. ELECTRICAL: (a) Landlord'to piovi.de: • a 125 atrzp, @ 120/208, 3 Phase service (indoor panel,) Or • •' 100 atop @ 480 /277v, 3 Phase service (indoor panel) at landlord's option. (b) ,Landlord to provide standard (2x4) lay -ill lighting £xtures to illuminate leased prcrnises; one (1) 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 sitnage u7.th a junction box in storefront canopy for sign connection. Landlord to provide J -box w/3/4 conduit stubbed into tenant space above ceding 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 system if required by Code. If Tenant installs, system must interface with 13I7C1 sprinkler monitor system if existing. (g) Landlord to provide power to electric water heater in restroom (b) Provide show window receptacles one receptacle for each 12 linear feet (measured horizontally) of shove glass. Receptacle mounted in ceiling. (g) One maintenancc receptacle ne1't to panel. Packet Page -1707- 7/8/2014 16.E.2. EXHIBIT A'- 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 T'enant's plans and specifications (if any, as approved by Landlord) and applicable governmental code requirements. All Nvork 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 witb all applicable governmental code requirements. Permits must be obtained and a certificate of occupancy issued prior to Tenant occupancy. NOTE: Landlord to make pro -.visions for metering electric, water and gas. Tcn.ant to male application for same and be responsible for any fees in connection with same. Packet Page -1708- 7/8/2014 16.E.2. m„ e s. 2016 LEASE MODIFICATION AGREEMENT THIS AGREEMENT, made this 2:l:b day of I 2006, between RANDALL BENDERSON AND DAVID H. BALDAUF AS TRUSTEE UN .R 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 "), having offices at 8441 Cooper Creek Blvd., University Park, Florida 34201, and COLLIER COUNTY (hereinafter referred to as "Lessee "), dfb /a W.I.C. for Women, Infants and Children, having offices at West Harmon Turner Building, 301 Tamiami 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: I. 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 Ole 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. Dated: '7 It 2- 1 D �,- Witnesses as to both signatures: First Witness: 16 AU k It Signature �nie.tte. %'.c.AdCf0n Print name Second Witness: 'Signature Signature Print name (Lessee's signature continued on next page) Packet Page -1709-' LESSOR 3yt RANDALL BENDERSON AND DAVID H. BALDAUF AS TRUSTEES UNDER A TRUST AGREEMENT DATED ll DECEMBER 29, 1995 KNOWN AS +I.L THE RONALD BENDERSON 199.5 TRUST i B Y : � A L r-,. r>m rr Ler riattr, Trustee PA'.6" t ) RONALD BENDERSON, RANDALL BENDERSON AND DAVID H. BALDAUF AS TRUSTEES UNDER A TRUST AGREEMENT DATED OCTOf3FR 14, 1985 KNOWN AS THE BEN FRSON 5 -1 TRUST By , Trustee ��`� -4ii tx�`cQQ13ory` AS TO THE LESSEE: DATED: .i�J - . 5- ATTEST: - DWIGH'I' E. BROCK, Clerk , �iMAtt • s!gnature only. 7/8/2014 16.E.2. MOD4Ui June 8.2006 BOARD OF COUNTY COMMISSIONERS COLLIER COUN'T'Y, FL BY: - -- .rte.►" � FRANK IIALAS, Chairman Approved as to form a lega sufficiency: Thorna —s —C. altner, Assistant County Attorney Packet Page -1710- 2