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Agenda 05/08/2012 Item #14B25/8/2012 Item 14.6.2. EXECUTIVE SUMMARY Recommendation for the Community Redevelopment Agency to approve an Extension and Second Amendment to Lease Agreement for the Bayshore Gateway Triangle CRA to continue leasing its current office space for a term of (24) twenty -four months, and authorize the Chairman to sign the Lease Agreement. (Fiscal Impact: $15,576/yr) OBJECTIVE: To approve an Extension and Second Amendment to Lease Agreement for the Bayshore Gateway Triangle CRA to continue leasing its current office space (4069 Bayshore Drive) for a term of (24) twenty -four months, and authorize the Chairman to sign the Lease Agreement. CONSIDERATIONS: The CRA currently leases office space at 4069 Bayshore Drive. The CRA and Palmyra Club Investors, LLC, a Florida Limited Liability Company previously entered into a Lease Agreement dated July 1, 2008. The payment of rents was assigned from the Landlord, Palmyra Club, Investors, LLC, a Florida Limited Liability Company, to Bank of Naples. The Bank of Naples warrant and represented to the CRA that it was authorized to enter into this Extension and First Amendment to Lease Agreement by virtue of an Assignment of Rents dated June 27, 2006 recorded in O.R. Book 4063, Pages 3024, et seq., of the Public Records of Collier County, Florida. Bank of Naples foreclosed on the property as verified by a Certificate of Title dated November 30, 2010, recorded in O.R. Book 4628, Pages 712, et seq., of the Public Records of Collier County. The current lease expires on June 30, 2012. The CRA has the option to extend the lease for twenty - four (24) months by executing the Extension and Second Amendment to the Lease Agreement. The Extension and Second Amendment to Lease Agreement: 1. Reduces the leased area by 353 square feet to 1,974 square feet, and 2. Reduces the base monthly rent through the term from $10.02 per square foot to $8.00 per square foot; a reduction from $23,046/yr to $15,576/yr, or an annual savings of $7,470/yr. Except as provided in the Second Extension, all provisions of the lease dated July 1, 2008 will remain in full force and effect according to the terms and conditions contained therein. FISCAL IMPACT: Total lease cost is $1,298.00 /month or a total of $15,576.00/yr, saving the CRA $7,470/yr. The CRA office lease is budgeted each fiscal year in the Fund (187) budget. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSDERATIONS: At the County Attorney's request, a mutual 30 day termination provision was added to the Lease. This item has been reviewed by the County Attorney, is legally sufficient for Board action, and requires majority vote for approval. (JAK) RECOMMENDATION: For the Community Redevelopment Agency to approve an Extension and Second Amendment to Lease Agreement for the Bayshore Gateway Triangle CRA to continue leasing its current office space for a term of twenty -four (24) months, and authorize the Chairman to sign the Lease Agreement. Prepared by: David Jackson, on April 13, 2012 Executive Director, Bayshore /Gateway Triangle Community Redevelopment Agency Packet Page -206- 5/8/2012 Item 14.6.2. COLLIER COUNTY Board of County Commissioners Item Number: 14.13.2. Item Summary: Recommendation for the Community Redevelopment Agency to approve an Extension and Second Amendment to Lease Agreement for the Bayshore Gateway Triangle CRA to continue leasing its current office space for a term of (24) twenty -four months, and authorize the Chairman to sign the Lease Agreement. (Fiscal Impact: $15,576/yr) (David Jackson, Executive Director, Bayshore Gateway Triangle CRA) Meeting Date: 5/8/2012 Prepared By Name: JacksonDavid Title: Executive Director, Bayshore CRA 4/20/2012 12:40:05 PM Approved By Name: WilliamsSteven Title: Assistant County Attorney,County Attorney Date: 4/30/2012 9:21:10 AM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 4/30/2012 11:33:32 AM Name: KlatzkowJeff Title: County Attorney Date: 4/30/2012 2:24:53 PM Name: OchsLeo Title: County Manager Date: 4/30/2012 3:58:48 PM Packet Page -207- 5/8/2012 Item 14.6.2. EXTENSION AND SECOND AMENDMENT TO COMIIIERCIAL LEASE AGREEMENT THIS EXTENSION AND SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENT entered into the day of , 2012, between PALMYRA CLUB INVESTORS, LLC, a Florida Limited Liability Company by and through Bank of Naples under an Assignment of Rents dated June 27, 2006 more particularly described below (hereinafter referred to as "Landlord "), and the COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY BAYSHORE GATEWAY TRIANGLE (hereinafter referred to as "Tenant'). WITNESSETH In consideration of the mutual covenant s contained herein, and other valuable consideration, the parties agree as follows: WHEREAS, PALMYRA CLUB INVESTORS, LLC, and Tenant have previously entered into a Lease Agreement dated July 1, 2008, a copy of which is attached hereto; and WHEREAS, the parties acknowledge that Bank of Naples enters into and executes this Extension and Second Amendment to Lease Agreement pursuant to the provisions of an Assignment of Rents dated June 27, 2006, recorded in O.R. Book 4063, Page 3024, and an assignment of commercial lease dated January 20, 2012; and WHEREAS, the Landlord and Tenant are desirous of extending the Expiration Date of the Lease Agreement to June 30, 2014; and WHEREAS, the Landlord and Tenant are desirous of amending the Lease Agreement in the manner set forth below. NOW THEREFORE, in consideration of the covenants and conditions set forth herein, together with Ten Dollars ($10.00) and other valuable consideration, the Lease Agreement is amended as follows: 1. The Expiration Date of the Lease Agreement as set forth is Section 1.8 is hereby extended to June 30, 2014. 2. Section 1.1 — Premises: Exhibit "A" is hereby amended and replaced by Revised Exhibit "A" (the "Premises "), a copy of which is attached hereto and incorporated herein. 3. Sections 1.2 and 1.3 — It is noted that payment for rent has been assigned from Palmyra Club Investors, a Florida Limited Liability Company, to Bank of Naples, whose address is 4099 Tamiami Trail North, #100, Naples, Florida 34103. 4. Section 1.10 — The Base Monthly Rent through the extended term is decreased by approximately 20% to $8.00per sq. ft., or $19298.00 (one thousand two hundred ninety eight dollars and 00 /100). The security deposit remains the same. 5. Section 2.7 (new) — Either party, Tenant or Landlord, may terminate this Lease Agreement by providing thirty (30) days written notice. 5/8/2012 Item 14.6.2. 6. Except as expressly provide herein, the Lease Agreement dated July 1, 2008 by and between Palmyra Club Investors, LLC, and the Collier County Community Redevelopment Agency, as amended on June 22, 2010, remains in full force and effect according to the terms and conditions contained therein, and. said terms and conditions are applicable hereto except as expressly provided otherwise herein. IN WITNESS WHEREOF, the Landlord and Tenant have hereto executed this Extension and First Amendment to Lease Agreement the day and year first above written. TO rDL BANK OF NAPLES ness (Signature) 6LLINDY DAMIC , P, Bank of Naples 1n�,0, 4- (Print Name) Witness (Signa e) (Print Name) AS TO TENANT: ATTEST: DWIGHT E. BROCK, Clerk f Approved as to form and legal sufficiency: Steven T. Williams c , Assistant County Attorney' gl;'lll2 COLLIER COUNTY COMMUNTY REDEVELOPMENT AGENCY By: DONNA FIALA, CHAIRMAN 5/8/2012 Item 14.B.2. EXTENSION AND FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT THIS EXTENSION AND FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT entered into this 22 day of June, 2010, between PALMYRA CLUB INVESTORS, LLC, a Florida Limited Liability Company by and through Bank of Naples under an Assignment of Rents dated June 27, 2006 more particularly described below (hereinafter referred to as "Landlord "), and the COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY — BAYSHORE GATEWAY TRIANGLE (hereinafter referred to as "Tenant "). WITNESSETH In consideration of the mutual covenants contained herein, and other valuable consideration, the parties agree as follows: WHEREAS, PALMYRA CLUB INVESTORS, LLC, and Tenant have previously entered into a Lease Agreement dated July 1, 2008, a copy of which is attached hereto; and WHEREAS, the parties acknowledge that Bank of Naples enters into and executes this Extension and First Amendment to Lease Agreement pursuant to the provisions of an Assignment of Rents dated June 27, 2006, recorded in O.R. Book 4063, Pages 3024, et seq., of the Public Records of Collier County, Florida; and WHEREAS, the Landlord and Tenant are desirous of extending the Expiration Date of the Lease Agreement to June 30, 2012; and WHEREAS, the Landlord and Tenant are also desirous of amending the Lease Agreement in the manner set forth below. NOW THEREFORE, in consideration of the covenants and conditions set forth herein, together with Ten Dollars ($10.00) and other valuable consideration, the Lease Agreement is amended as follows: 1. The Expiration Date of the Lease Agreement as set forth is Section 1.8 is hereby extended to June 30, 2012. 2. Section 1.1 — Premises: Exhibit "A" is hereby amended and replaced by Revised Exhibit "A" (the "Premises "), a copy of which is attached hereto and incorporated herein. Sections 1.2 and 1.3 — It is noted that payment for rent has been assigned from Palmyra Club Investors, a Florida Limited Liability Company, to Bank of Naples, whose address is 4099 Tamiami Trail North, #100, Naples, Florida 34103. 4. Section 1.4 — The tenant is now solely Bayshore Gateway Community Redevelopment Agency, a component of the Collier County Community Redevelopment Agency, and Exhibit `B" is accordingly eliminated. 5. Section 1.10 — The Base Monthly Rent through the extended term is reduced to $10.02 per square ft., or $1,920.50 (one thousand, nine hundred, twenty .dollars and 50/100). The security deposit remains the same. Packet Page -210- 5/8/2012 Item 14.6.2. b. Except as expressly provided herein, the Lease Agreement dated July 1, 2008 by and between Palmyra Club Investors, LLC, and the Collier County Community Redevelopment Agency remains in full force and effect according to the terms and conditions contained therein, and said terms and conditions are applicable hereto except as expressly provided otherwise herein. IN WITNESS WHEREOF, the Landlord and Tenant have hereto executed this Extension and First Amendment to Lease Agreement the day and year first above written. AS TO LANDLORD: n i J&c. Wi tntss_(§ ignature) (I , 1 e -1/0 (P 'nt ame) Witness (Signature) t��A W—f—c, Ff-4rt AA I' rint Name) AS TO THE TENANT: ATTEST: DWIGFT. a.l.} I ; Clerk By: Approved .ft forin�. and legal sufficiency: Je e A. Klatzkow County Attorney BANK OF NAPLES By MARY CONE, EVP, Bank of Naples COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY By: DONNA FIALA, CHAIRMAN �Wft M H ERM CE W- re" CAay 44, _%card Minutjj. iA p"' IS y M r* , Packet Page -211- 1/ ' Ym N C O ' A N O W o O �C ® C CLm � m m� ' O t► j T IIm,, V J 0 • � m �.. x Za J m E W ' Ym m ' N O W o O �C ® C CLm � m m� j T IIm,, V J 0 • � m �.. x ° J jV t ti. O ^� T N W x i N e N e N T On m SR W 7" Q K `ad 00 U' Y SO Q O Packet Page -212- M T Z u J . 2 t° O N W O e N e N T On m SR W 7" Q K `ad 00 U' Y SO Q O Packet Page -212- M T Z u J . 2 t° EXHIBIT COMMERCIAL LEASE 5/8/2012 Item 14.13.2. ORIGM THIS COMMERCIAL LEASE (hereinafter the "Lease ") is made on this 1" day of July, 2008, by and between PALMYRA CLUB INVESTORS, LLC, a Florida limited liability company, (hereinafter referred to as "Landlord ") and the COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY — BAYSHORE GATEWAY TRIANGLE (hereinafter referred to as "Tenant "). In consideration of the rents, covenants and agreements set fortb below, the parties hereby agree as follows: ARTICLE 1 INFORMATION PROVISIONS The following terms shall have meanings assigned hereby: 1.1 Premises: A portion of the real property located at 4069 Bayshore Dr. Naples, FL 34112 containing approximately 2300 square feet, as indicated on the sketch of the premises attached hereto as Exhibit "A" (the "Premises"), and incorporated herein. 1.2 Landlord: Palmyra Club Investors, a Florida limited liability company 1.3 Address of Landlord for notice p=oses under this Lease: Palmyra Club Investors LLC P.O. Box 112545 Naples, FL 34108 1.4 Tenant: Bayshore Gateway Triangle Community Redevelopment Agency, a component of the Collier County Community Redevelopment Agen Bcy, and non - exclusive use by Ba hore Cultural Arts, Inc. as noted in attached Memorandum of Understanding (Exhibit "''. 1.5 Address of Tenant for notice purposes under this Lease: 4069 Bayshore Drive Naples, FL 34112 1.6 Tenant's Trade Name: N/A 1.1 Commencement Date: July 1, 2008 1.8 Lase Term: following the Commencement Date, expiring on June 30, 2010 (the "Expiration Date "), unless sooner terminated as herein provided. The Lease Term shall include any renewal or extension which may be exercised by Tenant. This Lease shall be effective after both Landlord and Tenant execute it. 1.9 Permitted Use of the Premises. CRA office uses to include public and governmental meetings, conferences, workshops, events and public informational meetings. CRA is allowed to sublease any space under CRA use provided by this lease and any future addendums, as approved by the Landlord. All other use is prohibited without prior written consent of Landlord. 1.10 Initial Base Rent for Month. $3450.00 Three Thousand Four Hundred Fifty and no 100 Packet Page -213- 5/8/2012 Item 14.B.2. 1.11 Operating Costs (Pro -rated based on 2cLwntM of square footage under CRA con on. Electricity, water, refuse pickup and basic maintenance are the responsibility of the Tenant 1.12 Guarantors. Bayshore Gateway Triangle component of the Collier County Community Redevelopment Agency 1.13 Address of GuarantorW 3301 Tamiami Trail East Naples, FL 34112 1.14 Security Deposit. $3450.00 1.15 Proopert L. The real property owned by Landlord which includes the Premises and located at 4069 Bayshore Drive Naples, Florida 34112 ARTICLE 2 PREMISES AND TERM 2.1 Premises. In consideration of the rents, covenants and agreements to be performed by Tenant, Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the Premises, subject to easements, restrictions and other matters of record, as of the date hereof. 2.2 Lease Months. The term "Lease Months" as used herein shall mean consecutive TWENTY FOUR (24) months periods commencing on the Commencement Date. 2.3 Tenant's -Duty to ODen Busine [Intentionally Deleted] 2.4 Surrender of Premises. At the expiration of the Lease Term, Tenant shall (i) surrender the Premises in the same condition as existed upon the Commencement Date, ordinary wear and tear excepted, unless Tenant elects not to remove trade fixtures, signs and other personal property at the end of the Lease Term, in which case such improvements shall become the property of the Landlord, and (u) deliver all keys for and all combinations on locks, safes and vaults in the Premises, if any, to Landlord. 2.5 Holding-Oyer. If Tenant holds over or occupies the Premises after expiration of the Lease Term, or the earlier termination of this Lease, without Landlord's prior written consent, the lease shall automatically become a month -to -month lease with the monthly rent in an amount which reflects the annual cost of living increase noted in Article 3.2. No extension of the Lease Term will be valid unless and until the same will be reduced to writing and signed by both Landlord and Tenant. 2.6 QJj= to Renew. Tenant shall have the option to renew this Lease for one additional year (the "Renewal Term "), provided Ot that at the time of exercising the option, Tenant is not then, or thereafter during the balance of the Lease term, in default hereunder, (ii) Tenant has not been late in the payment of rent including the grace period more than three (3) times within the twelve (12) month period preceding the exercise of the option, (iii) that written notice of the exercise of this 2 Packet Page -214- 5/8/2012 Item 14.6.2. option is given by the Tenant to the Landlord at least one (1) month prior to the Expiration Date, and (iv) Landlord provides written notice to Tenant's request to renew this lease. ARTICLE 3 RENT 3.1 Rent. During the Lease Term, Tenant covenants to pay to Landlord all of the Rent provided for herein. Rent shall be due on or before the first (1st) day of each month in advance, without demand, notice, deduction or setoff of any kind- 3.2 Rent Amount and Schedule, The Parties acknowledge that the base rental amount under section 1.10 is due and payable along with and any escalations as specified below. An additional 5% annual cost of living increase shall be added to the base rent at the beginaing of the second year of the lease. In the event Tenant elects to renew this Lease as provided for in Section 2.6, above, Tenant Shan pay to Landlord the base monthly rent, plus an additional five percent (5 %) for each Renewal Term. 3.3 Additional Rent. Any and all other sums of money or charges required to be paid by Tenant pursuant to the provisions of this Lease, whether or not the same be so designated, shall be considered as "Additional Rent ", and shall be payable and recoverable in the same manner as Rent 3.4 pAsr Due Rent and Additional Rest If Tenant shall fail m pay, within ten (10} days from the date due, Rent, Tenant shall pay to Landlord, on demand, a late charge of five percent (5 %) of the late amount. If Tenant shall fail to pay, within ten (10) days from the date due and Tenant's receipt of Landlord's proper written notice of the same, all other changes designated as Additional Rent, Tenant shall pay to Landlord, on demand, a late charge of five percent (5 %) of the late amount. In the event Tenant fails to pay such late charge, such unpaid amounts shall thereafter bear interest from the due date thereof to the date of payment at the highest rate chargeable by applicable law ("Applicable Rate "). 35 men 'tares by Landlord. If after the expiration of any applicable notice and cure periods, Landlord shall make any expenditure for which Tenant is liable under this Lease and Landlord provides Tenant with advance written notice of the same together with receipts and evidence of payment, the amount thereof shall be deemed Additional Rent due and payable by Tenant with the succeeding installment of Rent (unless some other date is expressly provided herein for payment of such amount) together with interest at the Applicable Rate. 3.6 Sales, Use and Excise Taxes CM Article Not V"h ble to CRA as Tenantl. Any sub - lessees submitted by the CRA and approved by the Landlord shall pay all sales, use and other taxes imposed by any government authority upon the manufacture, sale, use, transmission, distribution or any other process necessary or incidental to the furnishing of sewer, water, and electricity, or any other utility services to the premises. Tenant shall pay, before delinquency, all personal property taxes and assessments on the furniture, fixtures, equipment, and other property of Tenant located in the Premises and on any additions and improvements on the Premises belonging to Tenant. Tenant shall also pay, as Additional Rent, all sales tax assessed against the Rent by governmental authority, even though taxing statute or ordinance may purport to impose such sales tax against Landlord. Tenant shall make the payment of sales tats on a monthly basis, concurrently with the payment of the Rent. 3.7 Utility Service. Tenant shall be responsible for and promptly and timely, pay all charges for use or consumption of all utility services used or consumed within the Premises, for the lease space noted 3 Packet Page -215- 5/8/2012 Item 14.6.2. in Exhibit A. If any such charges are not paid when due, Landlord may, at its option, pay the same, and any amount so paid by Landlord shall thereupon become due to Landlord from Tenant as Additional Rent. Landlord reserves the right to install flow meters on the water lines and charge Tenant accordingly for its use of water. In no event shall Landlord be liable for an interruption or failure in the supply of any such utilities to the Premises, except in the event of Landlord's gross negligence or intentional acts or omissions. ARTICLES 4 USE OF PREMISES 4.1 Use.. Tenant shall use the Premises solely for the purpose of conducting business in accordance with Paragraph 1.9 hereof. Tenant shall not use, permit or suffer the use of the Premises for any other business or purpose. In the event Tenant desires to use the demised premises for any other use not specifically permitted herein, Tenant must first obtain Landlord's written approval. Landlord may arbitrarily and in its sole discretion, withhold consent to the same. 4.2 Intentionally Omitted. 4.3 Once With ws and ReguLsfims. Tenant shall, at Tenant's sole cost and expense, comply with all laws, statutes, ordinances, rules, and regulations (including orders concerning environmental protection) of all federal, state, county, municipal, and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to Tenant or its use of the Premises (collectively the "Regulations "). 4.4 Rules and Regulations. (a)Tenant covenants to comply with the following. (1) No auction, fire, bankruptcy, going-out- of- business, relocation, or other distress sales may be conducted in the Premises. (2) Tenant will keep all mechanical apparatus free of vibration and noise that may be transmitted beyond the confines of the Premises that may unreasonably annoy or disturb any persons occupying adjacent premises. This covenant shall restrict Tenant from utilization of any advertising medium which can be heard or experienced outside of the Premises, including, without limiting the generality of the foregoing, flashing lights, search lights, loudspeakers, phonographs, radios, or televisions. No radio, television, or other communications antenna equipment or device is to be mounted, attached or secured to any part of the roof, exterior surface or anywhere outside the Premises. (3) Tenant will keep the Premises and the outside areas adjoining the Premises, free from all insects, rodents, vermin, and other pests, litter, dirt, and obstruction and shall not sell merchandise on sidewalks. (4) All store IIoor area of Tenant, including vestibules, outside docks, entrances and exits; doors, fixtures, storefront windows, storefront window areas and plate glass shall be maintained in a safe, neat, and clean condition and in accordance with all applicable fire and safety codes. (5) Tenant will not permit or suffer the Premises, or the walls or floors thereof, to be endangered by overloading. 4 ' Packet Page -216- 5/8/2012 Item 14.6.2. (G) Tractor - trailers are to be removed from the loading areas immediately after unloading. (7) All garbage and refuse shall be kept in the kind of containers designated by Landlord and shall be placed outside the Premises within said containers prepared for collection in such manner and at such times and places specified by Landlord. (b) Landlord reserves the right from time to time to suspend, amend or supplement the foregoing rules and regulations, and to adopt and promulgate additional reasonable rules and regulations applicable to the Premises, but only to the extent that such rules and regulations do not materially limit or interfere with Tenant's rights hereunder. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to Tenant. (c) Tenant agrees to comply with all additional, amended and supplemental rules and regulations upon reasonable notice of the same from Landlord. 5.1- 5.3. Intentionally Omitted. ARTICLE 5 OPERATING COSTS ARTICLE G INSURANCE 5.1 Insurance Coveraee by Landlord. Landlord shall maintain during the Lease Term (and the cost thereof shall be included in the Operating Costs), insurance for fire, flood, windstorm, vandalism and malicious mischief, insuring the improvements located on the Premises and all appurtenances thereto (excluding wall covering, floor covering and drapes). Landlord may also maintain at its sole cost and expense (i) rent or rent value insurance including an extended coverage endorsement with respect to the Premises in an amount equal to the annual Rent for the Premises; and (ii) such other insurances as Landlord deems reasonably necessary or desirable to protect the Premises against loss. Payments for losses under any such insurance policies shall be made solely to Landlord. Notwithstanding the foregoing, if any loss sustained by Landlord is caused by the negligence of Tenant, its agents, servants, employees, licenses, invitees, or guests, then Tenant shall be liable to Landlord for the amount of the deductible under Landlord's insurance. Further, Landlord shall not be responsible for loss or damage to items for which Tenant is responsible, as is more fully set forth below. 62 Insurance Coves= by Tenant Tenant agrees to carry and keep in M force and effect" (A) bodily injury, public liability insurance on the Premises against the liability of Tenant and its authorized representatives arising out of or in connection with Tenant's use or occupancy of the premises, with limits of coverage on of not less than One Million Dollars ($1,000,000.00) per accident and injury or death; (8) property damage insurance in an amount not less than One Million Dollars ($1,000,000.00) for Tenant's personal property and fixtures; (C) workers compensation insurance in the maximum amount permitted under Florida law; (D) insurance against fire, flood and such other risks as are, from time to time, included in standard extended coverage insurance, including insurance against sprinkler damage, vandalism and malicious mischief for Tenant's personal property and fixtures; (F) plate glass insurance covering all the plate glass of the Premises, in amounts satisfactory to Landlord. The proceeds of such insurance, so Iong as this Lease remains in effect, shall be used to repair or replace the fixtures and equipment so insured, for the full replacement value (without provision for coinsurance) of all of Tenant's merchandise, trade fixtures, furnishings, wall coverings, carpeting, drapes, equipment and all other items of personal property of Tenant located on or within the Premises. The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Premises shalt be Tenant's responsibility. The public Packet Page -217- 5/8/2012 Item 14.6.2. liability insurance policy under (A) above, shall name Landlord, any person, firms, or corporations designated by Landlord, as additional insured(s), and shall contain a clause that the insurer will not cancel or change the insurance without first giving Landlord ten (10) days prior written notice. Tenant shall provide Landlord, upon request, with copies of the policies or certificate evidencing that such insurances are in full force and effect and stating the terms thereof. The limits of such insurance shall not, under any circumstances, limit the liability of Tenant hereunder. In the event Tenant fails to procure, maintain and /or pay for the insurance required by this Lease, at the times and for the durations specified in this Lease, Landlord shall have the right, but not the obligation, at any time and from time to time, after fifteen (15) fifteen days written notice to Tenant, to procure such insurance and /or pay for the premiums for such insurance, in which event Tenant shall repay Landlord immediately upon demand by Landlord as Additional Rent hereunder, all sums so paid by Landlord together with the interest at the Applicable Rate, together with any costs or expenses incurred by Landlord in connection therewith, without prejudice to any other rights and remedies of the Landlord under this Lease. Each policy evidencing the insurance to be carried by Tenant pursuant to this Lease shall contain a clause that such policy and the coverage evidenced thereby shall be primary with respect to any policies by Landlord and that any coverage carried by Landlord shall be excess insurance. 6.3 Waiver of Subroeation. Landlord and Tenant waive, unless said waiver should invalidate any such insurance, their right to recover damages against each other for any reason whatsoever to the extent the damaged property owner recovers indemnity from its insurance carrier. 6.4 T�- Want's Coxi ctor's Insurance. Tenant shall rewire any contractor of Tenant performing work on the Premises to carry and maintain, at no expense to Landlord: (a) Comprehensive general liability insurance, including contractor's liability coverage, contractual liability coverage, completed operations coverage, broad fora property damage endorsement, and contractor's protective liability coverage to afford protection, with limits for each occurrence, of not less than One Million Dollars (;1,000,000.00) with respect to property damage, unless higher amounts are required by any applicable law; and (b) Workers' compensation or similar insurance form and amounts required by Florida and /or Federal law. 6.5 Increase in Fire Insurance Premium. Tenant agrees it will not keep, use, sell, or offer for sale in or upon the Premises, an article that may be prohibited by the standard form of fire and extended risk insurance policy. Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the Lease Terns on the amount of such insurance which may be carried by Landlord on the Premises or the building of which they are a part, resulting from the type of merchandise sold by Tenant in the Premises, or resulting from Tenant's use of the Premises, whether or not Landlord has consented to the same. In detcmi fining whether increased premiums are the result of Tenant's use of the Premises, a schedule issued by the organization making the insurance rate on the Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the fire insurance rate on the Premises. Tenant agrees to promptly make, at Tenant's sole cost, any repairs, alterations, changes and /or improvements to equipment in the Premises as to any condition created by the Tenant or existing after the date of this Lease required by the company issuing Landlord's fire insurance so as to avoid the cancellation of, or the increase in premiums on said insurance. M Packet Page -218- 5/8/2012 Item 14.6.2. ARTICLE 7 MAINTENANCE, REPAIR AND ALTERATIONS 7.1 Maintenance Obliga ions. (a) Tenant agrees that, from and after the Commencement Date, and until the expiration of the Lease Term, Tenant will be responsible for all repairs, maintenance and replacements to all interior portions of the Premises under this lease and control of the CRA as shown in Exhibit A (or as amended), and those certain exterior portions of the Premises specifically identified herein as being the Tenant responsibility, including but not limited to, the interior and exterior portions of all doors, windows, and plate glass on the Premises; the mechanical, plumbing, heating and electrical equipment and systems servicing the Premises that are located in, or on the Premises; partitions and all other fixtures, appliances, grease traps and facilities furnished by Tenant or Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for repair, maintenance, or replacement of the structural components of the Premises, including exterior foundations, the roof and structural portions of the Premises, the mechanical and plumbing equipment and other systems servicing the Premises that are located adjacent to the Premises, or any other exterior portion of the Premises not specifically identified herein, except to the extent that Tenant's proportionate share of costs incurred by Landlord to repair, maintain or replace any structural component or other such component of the Premises shall be chargeable to Tenant. Tenant shall not be responsible for repair of any damage caused by any act or gross negligence of Landlord, its employees or agents. Tenant shall be required to make structural repairs or alterations to the Premises that may be required by any Regulations. Landlord, without notice, may, but shall not be obligated to, perform Tenant's obligations and add the cost of such work to the next installment of Rent due hereunder. (b) Tenant will not install any equipment that exceeds the capacity of the utility lines leading into the Premises or the building of which the Premises constitute a portion. (c) Tenant, its employees, or agents, shall not undertake any alterations which would require permitting or authorization from any governmental body or entity without Landlord's written consent. (d) Tenant shall give Landlord prompt written notice of any accident, fire or damage occurring on or to the Premises or to any defects therein or in any fixtures or equipment. (e) Neither Landlord nor Landlord's agents or servants shall be liable for any damages caused by, or growing out of any breakage, leakage, or defective condition of the electric wiring, air conditioning or beating pipes and equipment, closets, plumbing, appliances, sprinklers, other equipment, or other facilities, serving the Premises, except for the gross negligence or intentional acts or omissions of Landlord. Neither Landlord nor Landlord's agents shall be liable for any damages caused by or growing out of any defect in the Premises or any part thereof for fire, rain, wind, or other cause, except for the gross negligence or intentional acts or omissions of Landlord. (f) All property belonging to Tenant shall be there at the risk of Tenant or such other person only, and Landlord shall not be liable for damage thereto or theft or misappropriation thereof, except for the gross negligence or intentional acts or omissions of Landlord. (g) Intentionally Omitted. 7.2 Alterations by Tenant. "Tenant will not make any alterations, renovations, improvements or other installations in or to any part of the Premises (including, without limitation, any alterations of 7 Packet Page -219- 5/8/2012 Item 14.6.2. the storefront, signs, structural alterations, or any cutting or drilling into any part of the Premises or any securing of any fixture, apparatus or equipment of any kind to any part of the Premises), unless and until Tenant shall have caused plans and specifications therefore to have been prepared, at Tenant's expense, by an architect or other duly qualified person and shall have obtained Landlord's written approval thereof. If such approval is granted, Tenant shall cause the work described in such plans and specifications to be performed, at its expense, promptly, efficiently, competently and in a good and workmanlike manner by duly qualified or licensed persons or entities. All such work shall comply with an applicable local and state building, health and safety codes. 7.3 Prrnaration of Premises by Landlord. Intentionally Omitted. 7.4 Renovation and Chum If at any time the building of which the premises are part undergoes renovation and change, Tenant shall use its best efforts to facilitate the Landlord's and other Tenant's activities and work provided that it does not unreasonably interfere with Tenant's use of the Premises. If any lawful authority, law or code requires Landlord to install any fixture or service for the benefit of the premises occupied by Tenant, Landlord shall pay the cost for same. ARTICLE 8 FIXTURES, PERSONAL PROPERTY AND SIGNS 8.1 Fixtures and Personal Property, Any trade fixtures, signs and other personal property of Tenant removed from the Premises by the Tenant at the end of the Lease Term shall remain the property of Tenant. All improvements to the Premises by Tenant not removed by Tenant at the end of the Lease Term, including, but not limited to, light fixtures, floor coverings and partitions, but excluding trade fixtures and signs, shall become the property of Landlord upon the expiration or earlier termination of this Lease. After removing any trade fixtures, signs and other improvements or personal property of Tenant from the Premises, Tenant shall restore the Premises to the same condition as existed at the Commencement Date, ordinary wear and tear excepted. 8.2 5igo. Tenant may erect a sign within the area designated by Landlord, which sign shall be subject to the prior written approval of all applicable local government agencies, as required. Tenant will not place, without Landlord's prior written approval, or permit to be placed or maintained on any exterior door, wall or window of the Premises any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, letter or advertising matter on the glass of any window or door. Any such signs, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved by Landlord, shall be maintained in good condition and repair at all times and shall conform to the criteria established from time to time by Landlord. As long as Tenant does not advertise any clothing or memorabilia on the frontage of the Premises, and is in accord with applicable regulations regarding same, Tenant is permitted to decorate as it deems fit. Notwithstanding anything herein to the contrary, Tenant agrees to indemnify and hold Landlord harmless from and against any and all fines, claims, losses, and expenses (including reasonable attorney fees and costs) that may arise as a result of Tenant's failure to comply with any and all governmental regulations pertaining to Tenant's signage. ARTICLE 9 ASSIGNING, MORTGAGING, SUBLETTING, CHANGE IN OWNERSHIP 9.1 Cgns=t ReQ fired. Tenant shall not sell, transfer, assign, sublet, enter into any license, management or concession agreements, change ownership, pledge, mortgage or hypothecate this Lease, or Tenant's interest in and to the Premises (hereafter referred to as a "Disposition ") without the prior written consent of Landlord which may be arbitrarily and unreasonably withheld. Any disposition without the Landlord's written consent shall be void and confer no rights upon any third person. Notwithstanding any provision of this Agreement, should Tenant wish to make a 8 Packet Page -220- 5/8/2012 Item 14.6.2. Disposition hereunder, it shall provide financial documentation suitable to Landlord illustrating the creditworthiness and stability of the prospective new Tenant (or owner of Tenant in the event the ownership of Tenant changes). Tenant shall provide Landlord with written notice of any intended Disposition. Nothing in this paragraph shall relieve or release Tenant and any Guarantor from its covenants and obligations for the Lease Term, including any option period. No interest in this Lease shall pass to any trustee or receiver in bankruptcy, to any estate of Tenant, to any assignee to Tenant for the benefit of creditors, or to any other party by operation of law or otherwise without Landlord's written consent. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by any party other than Tenant, Landlord may collect rent from the assignee, tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy, or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of the covenants herein contained. This prohibition against a Disposition shall be construed to include a prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary and a prohibition against any encumbrance of all and any part of Tenant's leasehold interest in the Premises. 9.2 Cha= in nenWI2 rI7his Artick Not Al2plicable to Tenant . Any sub- Ieases submitted by the CRA and approved by the Landlord, without limitinhe foregoing, if sub- tenant f is a corporation, an incorporated association or partnership, the tramper, assignment or hypothecation of any stock or interest in the corporation, association, or partnership in the aggregate of forty -nine percent (49 %) or less shall not be deemed a Disposition for purposes of this Lease. ARTICLE 10 QUIET ENJOYMENT 10.1 Landlord's Covenant, Provided Tenant timely pays Rent, Additional Rent and all other amounts required by this Lease, and observes and performs all the covenants, terms and conditions of this Lease, Tenant shall peaceably and quietly hold and enjoy the Premises for the Lease Term without interruption by Landlord or any person or persons claiming by, through or under Landlord, subject to the terms and conditions of this Lease. ARTICLE 11 DAMAGE AND DESTRUCTION 11.1 pamW to Premises. (a) If the demised Premises are, or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth; (b) if the demised Premises are partially damaged or rendered partially unusable by fire or other casualty insured under the coverage obtained by the Landlord, the damages thereto shall be repaired by and at the expense of the Landlord and the Tenant shall receive a pro -rata Rent abatement based on the portion of the Premises rendered partially unusable until such time as the Premises are restored; (c) If the demised Premises are totally damaged or rendered wholly unusable by fire or other casualty, then the Rent shall be proportionally paid up to the time of the casualty and thenceforth shall cease until the date when the Premises shall have been repaired and restored. Landlord shall restore the Premises, provided that insurance proceeds are sufficient to rebuild the Premises. and Landlord is paid Rent from its business interruption insurance; or (d) If the demised Premises are rendered wholly unusable or, if the building be so damaged that the Landlord shall decide to demolish it or rebuild it, then, in such events, Landlord or Tenant may elect to terminate this Lease by written notice to the other given within 30 days of such fire or casualty specifying a date for the expiration of the Lease, which will not be more- than 30 days after giving such notice, and upon the date specified in such notice the term of the Lease will expire fully and completely as if such date were the date set forth E Packet Page -221- 5/8/2012 Item 14.6.2. above for the termination of this Lease. In such event, Tenant will forthwith quit, surrender and vacate the Premises without pre }udice however to Landlord's tights and remedies against Tenant under the Lease provisions in effect prior to such termination, and any Rent owing will be paid up to such date, and any payment of Rent trade by Tenant which were on account of any period subsequent to such date will be returned to Tenant. Unless Landlord will serve a termination notice as provided for herein, Landlord will make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles, and causes beyond Landlord`s control. After any such casualty, Tenant will cooperate with Landlord`s restoration by removing from the Premises as promptly as possible, all of Tenant's salvageable inventory and moveable equipment, furniture and other property. Nothing contained hereinabove will relieve Tenant from any liability that may exist as a result of damage from fire or other casualty. Tenant acknowledges that Landlord will not catty insurance on Tenant's inventory and /or furnishings or any fixtures or equipment, improvements, or appurtenances removable by the Tenant, and agrees the Landlord will not be obliged to repair any damage thereto or replace the same, except in the event of gross negligence or intentional acts or omissions of Landlord. Except as expressly provided herein to the contrary, this Lease shall not terminate nor shall there be any abatement of Rent or other charges or items of Additional Rent as a result of a fire or other casualty which is the fault of, or caused by the Tenant. Except as provided for in this Lease, the Tenant does not have the right to cancel or terminate this Lease. ARTICLE 12 EMINENT DOMAIN 12.1 Condemnation. In the event that any portion of the Premises shall be appropriated or taken under the power of eminent domain by any public or quasi- public authority, this Lease shall terminate and expire as of the date of such taking, and both Landlord and Tenant shall thereupon be released from any further liability, and Tenant shall have no claim against Landlord for the value of any unexpired Lease Term. In the event more than ten percent (10 %) of the gross square footage of floor area of the Premises is taken under the power of eminent domain by any public or quasi- public authority, or if by reason of any appropriation or taking, regardless of the amount so taken, the remainder of the Premises is not usable for the purposes for which the Premises were leased, then the Landlord shall have the right to terminate this Lease as of the date Tenant is required to vacate, upon giving notice in writing of such election within sixty (60) days after the date of such taking. In the event of such termination, both Landlord and Tenant shall thereupon be released from any further liability to each other. Landlord affirmatively represents that, as of the Commencement Date, it has received no notification that the Premises is to be appropriated or taken under the power of eminent domain. 12.2 Daruag±eWhether or not this Lease is terminated, Landlord shall be entitled to the entire award or compensation {"Award ") in any condemnation proceedings, but nothing herein shall be deemed to affect Tenant's right to pursue from the condemning authotity, but not from Landlord, above, compensation for the value of Tenant's interest in the Lease and the improvements constructed by Tenant on the Premises, including all items of Rent, Additional Rent, Security Deposit, and other charges for the last month of Tenant's occupancy, and Landlord agrees to refund to Tenant any Rent, Additional Rent or other charges paid in advance. 12.3 Restoration. If this Lease is not terminated, Tenant shall remain in that portion of the Premises which shall not have been appropriated or taken, and Landlord agrees, to the extent of the proceeds of the Award, as soon as reasonably possible, to restore the remaining portion of the Premises to a similar quality and character as existed prior to such appropriation or taking. I[!] Packet Page -222- 5/8/2012 Item 14.6.2. Thereafter, Rent shall be adjusted on an equitable basis, taking into account the relative value of the portion taken as compared to the portion remaining. For the purpose of this Article, a voluntary sale or conveyance in lieu of condemnation, but under threat of condemnation, shall be deemed an appropriation or taking under the power of eminent domain. ARTICLE 13 LIENS 13.1 Liecxs. Tenant hereby acknowledges that the interest of Landlord in the Premises shall not be subject to liens for improvements made by Tenant In confirmation of the foregoing, nothing contained in this Lease shall be construed as consent on the part of Landlord to subject the estate of Landlord to such liability. Tenant shall strictly comply with the construction lien laws of the State of Florida. In the event that a claim of lien is filed against the property in connection with any work performed by or on behalf of Tenant, Tenant shall satisfy such claim, or shall transfer the same to security, within fifteen (15) days from the date of written notification from Landlord of the filing of a claim of lien. In the event that Tenant fails to satisfy or transfer such claim within said ten (10) day period, Landlord may do so and thereafter charge Tenant, as Additional Rent, all costs incurred by Landlord in connection with satisfaction or transfer of such claim, including all its attorneys' fees. Further, Tenant agrees to indemnify, defend and hold Landlord harmless from and against any damage or loss incurred by Landlord as a result of any such claims of lien. If so requested by Landlord, Tenant shall execute a short form or memorandum of this Lease, which may, in Landlord's discretion be recorded in the Public Records for the purpose of protecting Landlord's estate from claims of lien, as provided in Florida Statutes. This paragraph shall survive the expiration of the Lease Term or the earlier termination of this Lease. ARTICLE 14 DEFAULT 14.1 Events of Defa&. The occurrence of anyone or more of the following events shall constitute an "Event of Default" and breach of this Lease by Tenant: (a) If Tenant fails to pay, on or before ten (10) days after the date due, Rent, Additional Rent or any other charge required to be paid by Tenant under this Lease; or, (b) If Tenant fails to promptly and fully perform any other covenant,, condition, rule, regulation or agreement contained in this Lease, or perform within the time periods set forth in this Lease, and such failure continues for fifteen (15) days; or (c) If a writ of attachment or execution is levied on this Lease or on any of Tenant's property located within the Premises; or (d) If Tenant makes a general assignment for the benefit of creditors, or provides for an arrangement, composition, extension or adjustment with its creditors, or is generally insolvent or unable to pay its obligations as they come due; or (e) C+s Article Not App 'cable to CRA as Tenant;. Any sub - leases submitted by the CRA and approved by the Landlord, if Tenant files a voluntary petition for relief, or if a petition against Tenant under the federal bankruptcy laws or other insolvency laws is filed and not withdrawn or dismissed within ninety (90) days thereafter, or if Tenant is adjudged a bankrupt; or (1) If, in any proceeding or action in which Tenant is a party, a trustee, receiver, agent or custodian is appointed to take charge of the Premises, or Tenant's property (or has the authority to do so) for the purpose of enforcing a lien against the Premises or against Tenant's property; or II Packet Page -223- 5/8/2012 Item 14.6.2. (g) If Landlord discovers that any financial statement delivered to Landlord by Tenant is materially false; or (h) In the event Tenant, before the expiration of said Lease Term, and without the written consent of Landlord, vacates said premises or abandons the possession thereof, or uses the same for purposes other than the purposes for which the same are hereby leased, or ceases to use the Premises for the purposes herein expressed. 14.2 Landlord's Remedies. If any Event of Default occurs, then, Landlord shall have the following options, without further notice or demand of any kind: (a) Qpdg} 1. Sue for Rents as they become due; or (b) QUtiQn 2.. (1) Terminate this Lease; (2) Resume possession of the Premises for its own account; and (3) Recover immediately from Tenant damages for Tenant's default in an amount equal to the difference between the Rent and fair rental value of the Premises for the remainder of the Lease Term, together with all other charges, rental payments, costs and expenses herein agreed to be paid by Tenant. Notwithstanding the foregoing, Landlord shall have a duty to take all reasonable steps to mitigate its damage; or (c) Qption 3.-(1) Resume possession; (2) re -lease or re -rent the Premises for the remainder of the Lease Term for the account of Tcnanr, (3) Recover from Tenant at the time each payment of Rent becomes due under this Lease, the difference between the rent for which provision is made in this Lease, and the rent received on the re- leasing or re- rental, and the cost of all repairs or renovations reasonably necessary in connection with the re- leasing or re- rental. Landlord is authorized to make any repairs to the Premises and /or to subdivide or restructure the Premises as Landlord sees fit "Tenancy Repairs and Modifications". Further, Landlord is authorized to enter into new leases in which the lease term or other terns and conditions are different from this Lease {"Lease Modification "). Concerning any Tenancy Repairs and Modifications and any Lease Modifications, Tenant agrees that such Tenancy Repairs and Modifications and Lease Modifications are being performed for the purpose of re- letting and mitigating Tenant's damages, and, as such are done for the benefit of the Tenant and are valid costs of re- letting, and (4) Recover from 'Tenant immediately any other damages occasioned by or resulting from the abandonment or a breach or default, other than a default in the payment of Rent; or (d) VI on 4. Pursue all remedies provided under Florida Law, including, but not limited to remedies provided in Chapter 83, Florida Statutes. Notwithstanding the foregoing, with respect to re- leasing or re- renting the Premises, Landlord and Tenant agree that Landlord shall only be required to use the same efforts Landlord then uses to lease other properties Landlord owns or manages; provided, however, that Landlord shall not be required to give any preference or priority to the showing or leasing of the Premises over any other space that Landlord may be leasing and may place a suitable prospective Tenant in any such available space, regardless of when such alternative space becomes available; provided, further, that Landlord shall not be required to observe any instruction given by Tenant about such re- lctting or accept any Tenant unless such offered Tenant has a credit worthiness acceptable to Landlord, leases the entire Premises, agrees to use the Premises in a manner consistent with the Lease, and leases the Premises at the same or greater rent, for no more than the current Lease Term, on the same terms and conditions of this Lease, and does not require an expenditure by Landlord for Tenant improvements or broker's commissions. 12 Packet Page -224- 5/8/2012 Item 14.6.2. 14.3 Remedies Non -Cumu ative. The remedies given to Landlord in this Article shall be in addition and supplemental to all other rights of remedies which Landlord may have under law or in equity, or as specified elsewhere in this lease agreement. 14.4 Non- WaiverThe failure by Landlord to strictly enforce or declare a breach of any term, covenant or condition of this Lease shall not be deemed to be a waiver of that or any subsequent breach of the same or any other term, covenant or condition. The subsequent acceptance of Rent by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. Acceptance of a portion of the Rent shall not be deemed a waiver of the Landlord's right to immediately enforce this Lease to the extent of any outstanding Rents or other breaches. No covenants, term or condition of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord. 14.5 Rent Payments Under Default. In the event of a default of any payment due under this Lease, Landlord may in Landlord's notice to Tenant of such default, require that Tenant's payment to cure the default be in cash, cashiers check, and /or certified check_ Landlord and Tenant agree that should Landlord so elect to require payment by cash, cashier's check or certified check, a tender of money to cure the default, which is not in the form requested by Landlord, shall be deemed a failure to cure the default. Nothing contained in this paragraph shall in any way diminish or be construed as waiving any of Landlord's other remedies as provided elsewhere in this Lease, or by law or in equity. 14.6 Expenses of Enforcen=t._In the event any payment due Landlord under this Lease shall not be paid on the due date, said payment shall bear interest at the Applicable Rate from the due date until paid, but the payment of such interest shall not excuse or cure any default by Tenant under this Lease. In the event that it shall be necessary for Landlord to give more than one (1) written notice to Tenant of any violation of this Lease, Landlord shall be entitled to snake an administrative charge to Tenant of$150.00 for each such notice. ARTICLE 15 SECURITY DEPOSIT 15.1 Security Deposit Tenant, concurrently with the execution of this Lease, has deposited with Landlord the sum of $3,450 Three Thousand Four Hundred Dollars (the Security Deposit }, the receipt of which is hereby acknowledged by Landlord, which sum shall be retained by Landlord as security for the payment by Tenant of the rents and all other payments herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms, provisions, covenants and conditions for this Lease. It is agreed (i) that Landlord may, at any time during the continuance of any Event of Default by Tenant under any of the terms, provisions, covenants or conditions of this Lease, apply said Security Deposit or any part thereof towards the payment of the rents and all other sutras payable by Tenant under this Lease, and toward the performance of each and every one of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto: (u) that Tenant shall remain liable for any amounts that the Security Deposit shall be insufficient to pay; (iii) that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said Security Deposit, but nothing herein contained shall require or be deemed to require Landlord to do so; and (iv) that, upon application of all or part of said Security Deposit by Landlord, Tenant shall be obligated to promptly deposit with Landlord the amount necessary to restore the Security Deposit to the amount held by Landlord immediately prior to such advance by Landlord. In the event the Security Deposit shall not be utilized for such purposes, then said Security Deposit shall, after the payment in full of all sums due Landlord hereunder, be returned by Landlord to Tenant within sixty (60) days next after the expiration of the Term of this Lease. Notwithstanding the foregoing, in the event of the sale or transfer of Landlord's I3 Packet Page -225- 5/8/2012 Item 14.6.2. interest in the Premises, Landlord shall have the right to transfer the Security Deposit to the purchaser or transferee, in which event Tenant shall look only to the new landlord for the return of the Security Deposit and Landlord shall be released from all liability to Tenant for the return of such Security Deposit. ARTICLE 16 SUBORDINATION, NON - DISTURBANCE AND ATTORNMENT 16.1 Subordination by Tenant. Tenant hereby subordinates its rights hereunder to the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the Premises, and to all advances made or hereafter to be made upon the security thereof. This shall be self - operative and no further instrument of subordination shall be required by any mortgagee. However, Tenant, upon request of any party in interest, shall execute promptly such instrument or certificates. 16.2 EsLWpel Certificate. Within ten (10) days after request by Landlord, or in the event that, in connection with any sale, assignment or hypothecation of the Premises and /or the land thereunder by Landlord, an estoppel certificate shall be required from Tenant, Tenant agrees to deliver, in recordable form, an estoppel certificate to any proposed mortgagee or purchaser or to Landlord certifying (if such be the case) that this Lease is in full force and effect and that there are no defenses or offsets thereon, or stating those claimed by Tenant 16.3 Attornment. In the event of a sale or assignment of Landlord's interest in the Premises, or if the Premises comes into the hands of a mortgagee, or any other person, whether because of a mortgage foreclosure, exercise of a power of sale or other reasons, Tenant shall recognize said mortgagee or other person as the same as Landlord hereunder. Tenant shall execute, at Landlord's request, any attornment agreement required by any mortgagee, or other such person containing such provisions as such mortgagee or other person requires. 16.4 Non-disturbance by Landlord. The Landlord shall obtain for the benefit of the Tenant, a non- disturbancc agreement from any mortgagee, which agreement shall be on such mortgagee's standard form and shall provide that, to the event of a foreclosure or deed in lieu thereof, the tenancy of the Tenant shall not be disturbed. ARTICLE 17 LIABILITY, INDEMNITY AND "AS -IS" PREMISES 17.1 Lim tadons of Landlord's Liability- In emnj1y Landlord shall not be liable or in any way responsible to Tenant or any other person for any loss, injury or damage suffered by Tenant or others in respect of (a) property of Tenant or others that is stolen or damaged, (b) injury or damage to persons or property resulting from fire, explosion, falling plaster, escaping liquid or gas, electricity, water, rain or leaks from any part of the Premises, or from any pipes, appliances or plumbing worts therein, or from dampness, (c) damage caused by other occupants or persons in the Premises, or the public, or caused by operations in the construction of any private or public work, (d) loss or damage, however caused, other than loss or damage directly caused by fault (i.e., gross negligence, act or omission) of Landlord, and which is not otherwise excluded by the provisions of this paragraph. Tenant shall look solely to the estate and property of Landlord in the land and building comprising the Premises for the collection of any judgment, or in connection with any other judicial process requiring the payment of money by Landlord, in the event of any default or breach by Landlord, under this Lease, and no other property or estates of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant's remedies and rights under this Lease. 14 Packet Page -226- 5/8/2012 Item 14.6.2. 17.2 Tenant's Indemnity of Landlord Tenant shall indemnify and hold harmless Landlord against any and all damages or expenses arising out of or in connection with any accident or other occurrence on or about the Premises, and from all costs, liabilities, claims, charges, injuries, damages or expenses, including, without limitation, attorneys' or other professionals' fees and court costs, due to, arising out of, or in connection with loss of life, personal injury, damage to property, or any work done by, or act or omission of Tenant or its officers, partners, agents, servants, employees, customers, contractors, invitees, concessionaires or licensees, in and about the Premises, or due to, arising out of, or in connection with Tenant's use or occupancy of the Premises, except in the event of gross negligence, act( s) or omission( s) of Landlord, its officers, directors, shareholders, managers, employees, customers, guests and /or invitees. In case Landlord shall be made a parry to any litigation against Tenant and except in the event of negligence, act(s) or omission(s) of Landlord, its officers, directors, shareholders, managers, employees, customers, guests and /or invitees, then Tenant shall protect and hold Landlord harmless, and pay all costs and attorneys' fees incurred by Landlord in connection with such litigation, and any appeals thereof. ARTICLE 18 W ASTE, ENVIRONMENTAL, GOVERNMENTAL REGULATIONS 18.1 Waste or Nuisance. Tenant shall not commit, or suffer to be committed, any waste upon the Premises, or which may adversely affect Landlord's interest in the Premises. 18.2 Environmental Provisions. Tenant agrees to comply strictly and in all respects with the requirements of any and all federal, state and local statutes, rules and regulations now, or hereinafter existing, relating to the discharge, spillage, storage, uncontrolled loss, seepage, filtration, disposal, removal, or use of hazardous materials, including but not limited to the Comprehensive Environmental Response, Comprehensive and Liability Act of 1980, the Superfund Amendments and Reauthorization Act, the Resource Conversation and Recovery Act, the Hazardous Materials Transportation Act and the Florida Hazardous Substances Law (collectively the "Hazardous Waste Law' } and with all similar applicable laws and regulations. Tenant shall notify Landlord promptly in the event of any discharge, spillage, uncontrolled loss, seepage or filtration of any hazardous materials (a "Spill") or the presence of any substance or material presently or hereafter identified to be toxic or hazardous according to any Hazardous Waste Law, including without limitation, any asbestos, PCBs, radioactive substance, methane, volatile Hydrocarbons, acids, pesticides, paints, petroleum based products, lead, cyanide, DDT, printing inks, industrial solvents or any other material or substance which has in the past, or could presently or at any time in the future cause or constitute a health, safety or other environmental hazard to any person or property (collectively "Hazardous Niaterials ") upon the Premises. Tenant shall promptly forward to Landlord copies of All orders, notices, permits, applications or other communications and reports, in connection with any such Spill or Hazardous Materials. Tenant shall not handle, use, generate, manufacture, store or dispose of Hazardous Materials in, upon, under or about the Premises. Tenant shall indemnify Landlord and hold Landlord harmless from and against all loss, penalty, liability, damage and expense suffered or incurred by Landlord related to or arising out of the presence of Hazardous Materials on the Premises, where such loss, penalty, liability, damage, and /or expense resulted from a condition created or caused by the actions of Tenant, its officers, directors, shareholders, managers, employees, customers, guests and /or invitees upon the Premises. Such loss, damage, penalty, liability, damage and expense shall include, but not be limited to (1) court costs, attorney's fees and expenses, and disbursements through and including any appellate proceedings; (2) all foreseeable and unforeseeable consequential damages, directly or indirectly, arising out of the use, generation, storage or disposal of Hazardous Materials by Tenant-, (3) the cost of any required or necessary repair, clean -up or detoxification of the Premises; and (4) The costs of preparation of any closure or other plans required under the Hazardous Waste Law, necessary to sell or lease the Premises. 15 Packet Page -227- 5/8/2012 Item 14.6.2. ARTICLE 19 MISCFn.,ANEOUS 19.1 First -Class Op%mdQa. Tenant covenants and agrees that at all times the business to be conducted at; through and from the Premises, and the kind and quality of services to be offered in the conduct thereof, will be first -class in every respect. 19.2 Accord and Satisfaction. Landlord is entitled to accept, receive and cash or deposit any payment made by Tenant for any reason or purpose and apply such payment, at Landlord's option, to any obligation of Tenant, any such payment shall not constitute payment of any amount owed except that to which Landlord has applied it. No endorsement or statement on any check or letter of Tenant shall be deemed an accord and satisfaction or otherwise recognized for any purpose whatsoever. The acceptance of any such check or payment shall be without prejudice to Landlord's right to recover any and all amounts owed by Tenant and Landlord's right to pursue any other available remedy. 19.3 Attorneys' Fees. In any litigation arising out of this Lease, the prevailing party shall be entitled to recover from the non - prevailing party, reasonable attorney's fees, costs, and expenses of such suit and any appeal thereof, including any reasonable attorneys' and paraprofessional fees and costs, through and including all trial and appellate levels and post - judgment proceedings. 19.4 Entire Agreement. It is understood and agreed by Tenant that Landlord and Landlord's agents have made no representations or promises with respect to the Premises or this Lease, except as expressly set forth in this Lease, and that no claim or liability or cause for termination shall be asserted by Tenant against Landlord for, and Landlord shall not be liable by reason of, the breach of any representations or promises not expressly stated in this Lease. This Lease supersedes all prior agreements, written or verbal, with respect to the Premises, including, without limitation, any letter of intent. 19.5 lateiRretation. The parties agree that it is their intention to create only the relationship of Landlord and Tenant, and no provision hereof or act of either party shall be construed as creating the relationship of principal and agent:, or a partnership, joint venture or enterprise between the parties. Each of the parties has participated jointly in the negotiation and drafting of this Lease. In the event an ambiguity or question of intent or interpretation arses, this Lease shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Lease. 19.6 Force Majeure. If either party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor trouble, inability to procure material, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under this Lease, the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Notwithstanding the foregoing, the provisions of this paragraph shall at no time operate to excuse Tenant from any obligations for payment of Rent, Additional Rent, or any other payments required by the terms of this Lease when due, and all such amounts shall be paid when due; 19.7 Notices. All notices from Tenant to Landlord required or permitted by any provision of the Lease shall be directed to Landlord by certified mail postage prepaid, hand delivery or by Federal Express or other nationally recognized overnight courier service at the address set forth in Paragraph 1.3 hereof, or at such other address as Landlord may designate by written notice. All 16 Packet Page -228- 5/8/2012 Item 14.6.2. notices from Landlord to Tenant required or permitted shall be directed to Tenant by certified trail postage prepaid, hand delivery or by Federal Express or other nationally recognized overnight courier service at the address set forth in Paragraph 1.5 hereof, or at such other address as Tenant may designate by written notice; or by posting on, or delivery to the demised Premises. Notice given as described above shall be sufficient service and shall be deemed given as of the date received as evidenced by the return receipt of the registered or certified mail or the refusal of acceptance of such notice, or after one (1) business day if any hand delivery or overnight courier service. 19.8 CAdtions and Section Numb-m. This Lease shall be construed without reference to titles of articles anti paragraphs, which are inserted only for the convenience of reference. 19.9 Number and Gender. The use herein of a singular term shall include the plural and use of the masculine, feminine or neuter genders shall include all others. 19.10 Broker's Commission Tenant represents and warrants that it has caused or incurred no claims for brokerage commissions or finders' fees in connection with the execution of this Lease, and Tenant shall indemnify and hold Landlord harmless against and from all liabilities arising from any such claims incurred by Tenant (including, without limitation, the cost of attorneys' fees in connection therewith). 19.11 Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstance shall be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 19.12 eco brig. Landlord or Tenant may not record this Lease; except as required by Florida Sunshine Laws, and as certified by the Collier County Clerk of Courts for the CRA, this document will become a public record. 19.13 covemj,e law. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of Florida. Venue for any action arising out of this Lease to enforce or interpret its terms or conditions shall be in Collier County, Florida. 19.14 P visio s Except as otherwise expressly provided, the terms of this lease shall be binding upon and shall inure to the benefit of the successors, legal representations and assigns, respectively, of Landlord and Tenant. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. The reference contained to successors and assigns of Tenant is not intended to constitute consent to assignment by Tenant which is controlled by the provisions of paragraph 9.1. 19.15 Corporate Tenant (Ibis Article Not Apphuble to CRA as Tenant). Any sub - leases submitted by the CRA and approved by the Landlord, the parties executing this Lease or any other documents related to this Lease on behalf of sub - tenant, hereby covenant and warrant that sub - tenant is a duly qualified business entity in good standing, and all steps have been taken prior to execution to qualify sub- tenant to do business in Florida; that the undersigned is authorized to execute this sub -lease on sub - tenant's behalf, all franchise and corporate taxes (if any) have been paid to date; and all future forms, reports, fees and other documents necessary to comply with applicable laws will be filed when due. 19.16 Amendments or Modifications. No amendment or modification of this Lease or any consents or permissions of Landlord required under this Lease, shall be valid or binding unless reduced to wrung and executed by the party against whom enforcement is sought. 17 Packet Page -229- 5/8/2012 Item 14.6.2. 19.17 Easements. Landlord reserves the right to grant any easements on, over, under and above the property on which the Premises is located for such purposes as Landlord determines in its sole discretion, provided that such easement will not materially adversely interfere with Tenant's business. 19.18 Rieht of Entrv. Landlord and Landlord's agents shall have the right to enter the Premises at all reasonable tithes (except in the event of an emergency in which case Landlord may enter at any time and without notice) and to show them to prospective purchasers or lessees of the Premises, and to snake such repairs, maintenance, servicing, alterations, improvements or additions as Landlord may deem necessary or desirable. Nothing herein contained, however, shall be deemed and construed to impose upon Landlord any obligations, responsibility or liability whatsoever, for the care, maintenance, or repair of the building, or any part thereof, except as otherwise herein specifically provided. 19.19 joint and Several Liability. if two or more individuals, corporations, partnerships or other business associations, or any combination thereof shall sign this Lease as Tenant or as Guarantors, the liability of each such individual, corporation, partnership or other business association to pay rent and perform all other obligations under this Lease shall be deemed to be joint and several, and all notices, payments, and agreements given or made by, with or to anyone of such individuals, corporations, partnerships or other business associations shall be deemed to have been given or made by, with, or to all of them 19.20 No Discrimination. Tenant will not discriminate in the conduct and operation of its business in the Premises against any person or group of persons, including, but not limited to, reasons of the race, handicap, creed, sexual orientation, color, sex national origin or ancestry. 19.21 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease. 19.22 WAIVER OF A JURY TRIAL EXCEPT AS PROHIDITED BY LAW, LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITIEN) OR ACTION OF LANDLORD, TENANT OR ANY GUARANTOR. THIS WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD TO ENTER INTO THIS LEASE. FURTHERMORE, NEITHER LANDLORD NOR TENANT SHALL SEEK TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY LITIGATION IN WHICH A JURY TRIAL CANNOT BE WAIVED. 19.23 'a ., Intentionally Omitted. 19.24 Radon Gras, Radon is 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 state guidelines have been found in buildings in Florida. 19.25 jagal Representation. Intentionally Omitted. 19.26 19.26 Exclusivity *. Intentionally Omitted. Is Packet Page -230- 5/8/2012 Item 14.6.2. IN WITNESS WHEREOF, Landlord and Tenant have signed this lease as of the date set forth above: LANDLORD: PALMYRA CLUB INVESTORS, LLC A Flax}da ' d liability company By: ,/ �.. Date• ^ / Z v J61 in Steffan, M alter of (as to Landlord): Signature of Witness AS TO TENANT: ATTEST: DWIGHT E. BROCK By: Assistant County Attorney y Clerk I suifficiency: / 1'(6A ell Printed Name, of Witness r ,�i r 1, �( L • , .fit cl� Sri'` -- Printed Name of Witness COMMUNITY REDEVELOPMENT AGENCY OF COLLIER COUNTY, FLORIDA $y; r. DONNA FIALA, CHAIRMAN 19 Packet Page -231- 5/8/2012 Item 14.6.2. EXHiBT A The Premises 20 Packet Page -232- 5/8/2012 Item 14.6.2. EXHIBIT B MEMORANDUM OF UNDERSTANDING Non Exclusive Use by Bayshore Cultural Arts. Inc., of a portion of 4069 Bayshore Drive, Naples, Florida This Memorandum of Understanding is made and entered into this 1" day of July 2008, between the Collier County Community Redevelopment Agency, doing business as Bayshore Gateway Triangle CRA, hereinafter the "Primary Tenant," and the Bayshore Cultural Arts, Inc., a Florida Non -Profit Corporation, hereinafter the "Subtenant." 1. Owner of the ProQert v ( "Landlord"'). Palmyra Club Investors, LLC, is the fee owner of 4069 Bayshore Drive, Naples, Florida, 34112, further described in Exhibit A of the original lease ( "Property "). 2. Primary Lease. Primary Tenant and the Landlord have entered into a Lease Agreement to Lease the Property and, pursuant to Paragraph 1.8 of the Lease Agreement; have agreed to the 24 month lease term to June 30, 2010. 3. Non - Exclusive Use of the ProM. Primary Tenant agrees to the Subtenant's non- exclusive use of that portion of 4069 Bayshore Drive, generally depicted in the attached Exhibit "A," ( "Subleased Property") and Primary Tenant has obtained the written consent of the Landlord pursuant to Paragraph 9.1 of the Lease Agreement. Primary Tenant will allow Subtenant's employees, guests and invitees to enter upon and use the Subleased Property for the uses noted below and subject to the following conditions. 4. Term. The tern of this Memorandum of Understanding shall be concurrent with the Primary Lease, as amended and as may be further renewed. S. No Changes to Property by Subtenant. Subtenant shall make no alterations, additions and improvements to the Property except to the extent, if any, authorized by Primary Tenant in writing and permitted by the Primary Lease. 6. Liens. Subtenant shall not cause or allow any Lis Pendens or any liens to be filed against the Property, and if filed arising out of any act or omission by Subtenant at the property, Subtenant shall secure the lien's release. 7. Security to Property. Primary Tenant is under no obligation to provide additional security to the Property by virtue of this Memorandum of Understanding. 8. Utilities. Primary Tenant shall pay for all utilities with respect to the Property and Pursuant to the Primary Lease. Subtenant shall have access to potable water, restroom facilities, and electricity during its use of the Property. The Subtenant shall, at its expense, provide its own dedicated telephone, facsimile and Internet connections within the Subleased Property and pay all associated costs for labor and materials. 21 Packet Page -233- 5/8/2012 Item 14.13.2. 9. Signs. Subtenant will not post any sign, card or placard on the Property except as approved in writing by the Primary Tenant and Landlord, and in no instance shall said approval exceed that permitted pursuant to the Primary Lease. 10. Waste to the Property. Subtenant shall not commit waste, nor suffer any waste to the Property. Subtenant shall be responsible for any damage caused by its guests and clients. 11. Indemnification from Subtenant to Primary Tenant. Subtenant shall save and hold harmless and indemnify Primary Tenant from and against any and all liabilities, losses, damages, costs, expenses, causes of action, suits, penalties, claims, demands, and judgments, attorneys' fees, witness fees, and other expenses of defense (through all appeals and /or remands), alleged to arise out of intentional torts and/or negligent acts, errors or omissions of Primary Tenant's employees, guests and/or invitees, and notwithstanding all insurance coverages whatsoever throughout the entire term of this Memorandum of Understanding including all term extensions, if any. 12. Insurance. Subtenant shall maintain a liability insurance policy which is acceptable to Landlord and lists the Primary Tenant as an additional insured. 13. Subtenant Uses. Subtenant shall be allowed to use the Subleased Property for office space and routine meetings. Subtenant's use of the Property's main conference room shall be controlled by the Primary Tenant. 14. Revisions to this Memorandum of Understanding. This Memorandum of Understanding may be revised as necessary by mutual consent of both parties and the Landlord by written amendment or a revised Memorandum of Understanding. 15. Termination. Either the Primary Tenant or the Subtenant may terminate this Memorandum of Understanding by providing thirty (30) days' written notice to the other party; otherwise this Memorandum of Understanding will remain in force, subject to the duration of the Primary Lease. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their appropriate officials, as of the date first above written. ATTEST: DWIGHT E. HRCaCIC By: Atom ty Clerk liposfro" 0919 10 -_V+ Approved;�s to Olin- W01egal sufficiency: Mari a Stddent-Stirlindl Assistant County Attorney COMMUNITY REDEVELOPMENT AGENCY OF COLLIER OUNTY, FLORIDA By: cdoa DONNA FIALA, CHAIRMAN 22 Packet Page -234- AS TO BAYSHORE CULTURAL ARTS, INC. Signed, se§led ann4 Wivered in the presence of: SifiWure of Witness .- .�1Pa A0r Sae l r0'P— T' -- ture of Witn d t! t7 S rl's't Printed Name of Witness STATE OF FLORIDA COUNTY OF COLLIER 5/8/2012 Item 14.6.2. By: Printed Name: Sorj r 4� il t:' h r Title: � f e S A P K The foregoing instrument was acknowledged before me this 13* day of 2008, by So�&Q 1 A as of Bayshore Cultural Arts, Inc., who is personally known tie or has produced as identification. nn N O1'ARY pmc -STM OF FLORIDA & `a Siuriey K Garcia Rotary Iyublic Commission *DD501305 s, Expires: DEC. 21, 2004 Print Name: $Q1iD8D1 `U" i °C0 x'c My Commission Expires: AS TO LANDLORD: PALMYRA CLUB INVESTORS, LLC. A Florida limited liability company Approval 40� re Gateway Triangle CRA to sublease space within Exhibit "A" lease space: c, / Z d f BY: , Date: r John Stdff er WITNESSF4 {as to jAhd10 rd): _ Signs rmess Printed Narne of Witness L . .�� fj-t-,C– 2 K' Signature of Witness J Printed Name of Witness 23 Packet Page -235- RECORDATION REOUESTED BY- if" of Napls Main Oflba 40110 Tmianl Tree N, aww 100 Naples, FL 34103 WHEN RECORDED (NAIL TO: Mnk of Ntplas 40011 Taman( Tree X. Suitt 100 Ntplss, FL 34103 This ASSIGNMENT OF F93M prepared by: 3$ 41$1 OR; 41 11111012 Item 14.6.2. HCOBDBD h OIFICILL BBCOBBS of MLL31 COMM, FL 06/29/2006 at 03:0911 BklGH E. BIOCK, CLIBK BBC !BB 44.00 Beta: =1112" COLBIfJ18 By U 4001 TAKINI TA 11300 AAFLBS IL 34103 Noma: Cynthia ado, Lendag Adi inlet rotim Company: Bank of Naplas Address: 4059 Towiaal Troll N. Suite 100 , Naples, FL 34103 ASSIGNMENT OF RENTS THIS ASSIGNMENT OF RENTS defwsd Jim* 27, 2006, is made and executed between Palmyra Club Investors, LLC., A Florida Lkvdwd Liability Company, whose adrl is 1496 Panther Late Suke 223, Naples, FL 34109 Ireternd to b -I m ss "Grontor"i and Bank of Naples, whose address Is 4099 Tan4onsl Trail N, Stdts 100 , Naples, FL 34103 (referred to below as 'Lander" rr ASSIGNMENT. For vsluabfe oonaldar� L to a continuing security Interest in, and conveys to Lender al of Grarftor's ,end inbwet +�np Raab from the following described Property located in Collier County +\ Lots 106, 106 and 107, L e K ordin m the ins Ist as recorded in Plat Book 3, 9 p at Paps 83, of the public Co Ry; }btti�il ell of Owner's interest in end to that certain 20' vacated t to Eaet lrooerty The Property or ill address' can n , FL 34112. KITUIN ADVANCES. In addition the Lender to Grantor whether or not the advances are made pursuant to a NY, 'on, in addition to the amounts anaeified in the Note, an future to (201 yaws of the data of this Assignment, together with all ' INS AMGN�fT M ONEN TO i11 PAYMENT OF THE of A PERPONMANCE OF ANY AND ALL 00L(OATfON11 OF GRANTON UND911 THIS ASSIGNMENT. TM ASSIGNMENT IB GIVEN AND ACCETTW ON THE FOLLOYgNG PAYMENT AND ►6IFONMANCE. Except provided in this Asaignnwt ed Documents, Grantor shall pay to Lender all smautts secured by this Assigranet as a der, and she strictly t Grater's obbgstorr under this Asstgmtrnt. Unless and until Lander exorcism Its right to s as provided o as there is no didauh under this Assignment, Grantor may remain In Posmoslom and wnhlr0l o caMect the Rents, provided that the granting of the right to "I " 10111 Rats shelf not eansittu[a ep� ral in a bankruptcy proceeding. GRAMTOR'6 calTATN1N8 AND WARMNTiE3. Gr Ounasip. Grator is entitled to rsreive the Rents free and dear of of rights, loans, liens. encumbrances, and claims except ss disclamst to and accepted by Lander in writing. R(gM to Assign. Grantor has the full tight, power and authority to enter into this Assignment and to assign and convey the flans to Lender. No Prior Aso*wrnL Grantor has not previously assigned or eonvered the Rants to any other person by any Instrument now in faces. No FaiiAm Trade. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantv's rights in the Rants exoept as providd In this Assignment. LEIRWIF f11GHT TO RECEIVE AND COLLECT RENTS. Larder shat have the right at any time, and even though rev defautt shall have occurred under this Assigranem, to cosiest and recef" the gents. For V" purpose, Lender is hereby given and granted the following rights, powers and authority: Notice to Twists. Lander may send notices to any aid all tenants of the Property advising them of this Assignment and directing all Rams to be paid directly to Lander or Lender's agent. fetter In Property. Lordw maY enter upon and take possession of the Property; demand, ODOM and receive from the tenants or from any other persons; Noble therefor, all of the Rams; instate and carry on all legal proceedings necessary for the prod rem of the Property, indtdirhg such proceedings a may be necessary to recover possession of the Property: colulet the Reza and remove any tenet or tenants or other persons from the Property. Maltttafrn she Property. Lather may ants upon the Property to maintain the Property and keep tho same M repair: to pay tM wets thereof shad of as services at all empioyaas. including their erguipment, and of all wntinuing costs and expanses of menwining the Property in proper repair and condition, and also to pay an taxes, assessmerns and water ut%tiss, and the premiums on fro and ntrar insurance effected by Lender on the Property. Compliance wNh Lars Larder may do any and dN things to execute and comptY with the laws of the State of Florida and also sit other Iowa, rules, orders, ordinances and reryuiremants of all otter governmental agencies aNecting the Property. Leon 00 Ptoporgr. Under may rant or lease the whais or any pan of the Prgrrty for aheh term or tarns and on such conditions se Larder may dean appropriate. ree pi, y Agses . Lander may argags such agent or agents as Larder may daam appropdata, either in Lender's name or in Grantor's name, to rot and manage to Property, including the coosetion srrd sppfttation of Rent &. Oast Acts. Lander may do ON such other d*W and acts with respect to the Property u tender may doom appropriate and may act exclusively and so" in the piece and stead of Grantor and to have as at the powers of Grantor for the purposes awed above. Packet Page -236-.. 5/8/2012 Item 14.6.2. ASSIGNMENT OF RENTS 2 Loot Ida: 19002469 ICtmtinuedl Pne me Negeimmem to Act, lender shelf not be required to do any of hew foregoing acts o !Mops, wd the f ct that Lwdar shot its" performed am of more of the faligohq etas or things "not requite Lander to do any other spediic as Of 11111^0. AMUCAT110N OF rMTS. NI costs and ehperea incurred by Lender in cotawetlon with the Property shag be for Grodof's acoasrt end Larder may pay such ousts and apnea from the Rana. Lander. ht its sole dwaretbn."deawmla do application of any and am Nest received by h: heweter, any such Netts received by Lander which are not applied to such reimbursed from the Ranks ahsil d rife p� to this i dabledoees. Alf efpandbures mods M Lander undw this, Assignment hdabtedans socsed by this Assignment, and Shag be Payable on tern and. with Interest at the Note rats nom der of expenditure until Paid. FULL ppgplMMNCE. H Grantor pays all of the Idebtedne is when due Will othatwiw psrfonrrrw ON der eblgations imposed upon Grantor under this Assigmant. the Nona, end the RNerad Documems. Lender shelf ancute end delver to Grantor a strltahia sNMaetior of ttis Assignment and suhsblo staff creme of torminadmi, of cry financing statement on fie ovidsncng Lwder's security interest in the Rents end the Property. Any vwmitation too Waited by far shea be paid by Gramm, if panMtted by applicsbio law. LIN ow& E>0'HIDR URM H say *CUM a ProrMding is mmrnenead that world msewiaMy affect Larder's II&areN i1 the ProOettY o H Gramm fails to compiy with any prorioion of this A01119 a a any Related Dcoumam. Inchuding but net W, I to Grantor's failure to discharge or Pay when der wry &recd ms Grantor M required to discharge or My order this Assignment or any Rsieud Docuarhu, Lends on Grantor's behalf may tbut 5110111 not be obligated sal take any widih that Lender deem 2PProptirte. ioduding but not hrAed to diechergtna of paying so taaa, Mona. security interests. onaumbraoas and otter claims, at any time Nvfad or placed on. the Rents or the Property and Poona so mats for instating. mainl1i p and preserving the MaPerty. AM such SAM ndiluea hawed or pall by Lender fat such Purposes WE that, tea tidrpet at to rate charged under the Note from the dtu incurred or paid by Larder td the date at repoyroont by Grantor. AN such apwrn will bacon" a pat of the Indebtedness and. at Lender's option. will (AI be Payable on demand: 18) be added to the bewnae of the Note and be apportioned one" and be pay" with any inrtaMmam paymems to beoone due Outing eltlwr it tam of any er e ' e• f the remaining t a e it which will be due wd payable or the No s's maturity. Th e A aig hmat also aacu sp� of these o � � � addition to ad other fights aid n noes to which Lender may be entitled upon Default. DEFAULT. Each of the folfowlog, at Lender's opt ion, &hell consthute an Event of Default undw this Aaeigrvnsnt: ►aymat Ddadt- Grantor fsMs to melee any Payment 011m Dslsrda. Gramm foie to mnmpby vvltth Assignment or in any of the Ranted 0uma in shy open Sgeonnot batwaen Lender the Indebtedness. obligation, covenant or I}efhdle011 cerdalnad In " upy tam, obligation, covenant or condition contained Vu Dolwft an Gunn Psynmahtt. Failure wMnlh the time raqubrad as l nsurence, a any otter peyrawt event filing of at to •Kett that I Defwtt ti Favor of TWd Or r the- ++r5fSt any loan. autenown epwnard, er antr atfer in an otie aneNaas that m Grantor's ability to perform Gr is o Ira A nmwht a of tM Falls Ststaaewts. Any wars . r of rat 114 this Assignment of the Rahbd r in or becomes false or mirleadkhi o • oNecdve Comm - m- Don. t or of hs si mete any collateral document to d i w of Men! Death w itnolsawy. The dh f Gromor's (repadia& of erne slat do to to andtad liability company. or tenrrhYnatbn of Grautm's co a &1 insolvency of Grantor, the a reviver for any part of s any two of creditor workoum or encweent of any pro" Grantor. to malts any Payment for taxes or comity agaemeM WAdhw or sties Whr afteet any of Grader's property or Grantor or on Gro tor's bdhdf under now or in the time macs or furnished I force and effect (Including felorre of W any Leeson. made), any member withdraws from so or on death of say --bet, on dgrnem for the tionah of cradimrs. y or inooNancy Iowa by or against Chad m or Forhftm Pm oaedtga. of foreclosure or forf& , whothw M judicial proceeding, so"411111P, teposeesom or say char method, by f Gnaw or by a tau agency againa the Rats or any property secutihg the Lsdabtsdnim. This irnekude m r bnd uding depose accounts, with Lefler. However, rule Event of Defalh &hall not app yd Grano, as to the validly or net w"Metwes of the clan which h this bash of ter credhtor a forfeku asp r eves Lander written notice of the creditor or fortelture proceeding erd deposits with Lender mania or a aunty o. creditor or iorfehure Proceedling, in an amount datermtied by Lander, in its eofe discretion, as being an adequate reserve or bond for the dispute. Property Damage or Lou. The Property h lost. atohn, substanthily damaged. sold, or borrowed against. Everts Aftectsg Guwanter. Any of the preceding events occur with raapact to any Gtnrator of any of the h tlobtadn ess or any Guarantor dies or becomes inconpstem, or rewires OF disputes the validity of. or MabiWy under, any Guaranty of ter hdebWAM a . In the evert of a loath. Lender, at Its option. may. but shall not be required to, pwrm ale Gueremor's estate an assume uwarYdaaMv the obligation wising under the guaranty in a manner satishatory to Lender, end, in doing w. CWO any Event of DNmit- Adveree Change, A mots" edverse change occur in Orator's financial condition, or Lendor believes the prospect of payment or performance of the l debnMwas is impaired. beeodty. Lender In good faith believes hest Insecure. Cure ProvYlte . If any default, other then a default in payment is curable and H Gramm has not been glue^ • notice of a breach of the cam& provialim of this AssignmaM within the preceding twelve (121 months. it may be cured If Gramm, after receiving vvrhtat notice from Lender demanding cure of such data*: 111) Curs the default wkhkh to (fin days,: or (2) H the two requl&s mac than ton 110) dogs. I+wedlstaltv Ihitiwa atspa which Lender darns in Lencbw's wk di croalon to be ahut%GWM a eve the ddwuh and thereafter continues and carophatso all reaaonabls and naee NY naps sufficient to pnxkm* compliance as soon u reasonably, me I11116MM AND ROM= ON DEFAULT. Upon the occurrence of shy Event of Defsuh and at any time thereafter, Lender may axercioe any one or mace of the following rights and emades, In sddhlon to only other rights or remodles provided by low: Aaoderata atdsbpdnees. Lander shat have the right at its option without notko to Grantor to declare the &Hers 4hdebtadmss9 Immediately, due and paysbfa. Uoluding any propsy ment Penalty which Gramm would be required to P&Y. Cobalt Roots. Lads Nall have the right, wMhont rhoeoa to Gramw. to tab pwssaabn of the Property sad Mom this Rats, Including amounts post due and unpaid, and apply the not proceeds, over and above Lo dor's caste. egoi at the indebtedness. In futhwonhcs of this right, Lender shall have all the rights provided for in the Latrder's "late to fMaNve ad Correa Rats $ectlon. above. It the tams we collected by Lender. twin Gramm (revocably deslgnebs Lender as Grahmr's sno m ery,41-tntt 10 eedcra insyaments received in payment thane! in the ante of f note r and m negotiate On same end cepeet the Pg*cmm s. POWWOW by toned& or other Lars to Leda in iesponas to Lendsr'a dienad that satisfy the Obligations for which to paymats we mail, whether or not any preps grounds for the demand existed. Lender may wMeWo he rights under this aabparsgreph senior In Peron, by again, or through a recebver. Appolat N•tefver. in the worm of a suit being Innhumd to foreclose this Assignment. Larder Shea be antitfed m apply at any time panting such foreclosure suit to the court hw*q (Lriedicdon thereof for the appointment of a rooafvar of any Of M of the Property, end of at rents. Incomes, proifts, issues end revenues dheraof, from whatsoever source. The Parliae age* that the court shelf Packet Page -237-.. C> aiah O C"l1 W via G7 O tV tLn 5/8/2012 Item 14.6.2. ASSIGNMENT OF RENTS LOM No: 19002498 (COndnued) Pop 3 forthwith appoint such reeevat with the usual powers and duties of receivers in line comes. Such appoinbnam she be made by the court as a matter of obis right to Lender and without nation to Grantor, and with= rafarance to the adequsay or madtgshpay of tM value of the Property, or to framer's solvency or any otter party daferWam to such auk. Grantor hereby spoo fiody waives the right to ohjM to the appointment of a receiver and agrees that such Ippobmnwtt anti be "node as an admitted equity end es a matter of absOYute right to Lender, and consents to the appobrrnam of sty office or wrob"a of Wider in recover. tarsier seep have the right to have a receiver appointed to tab possession of al of any part of the Property, with the power to protnot and Wassrve the Prom". to operate the Property preceding foredown or ace, end to celeat the Hems km the Property and apply the Ixecaeds, over and above the port of the receivership. agahst the kdebtmkwn. Tito reoaivar mey serve without bond If pemMaed by few. Larder's right to the tppokarro tt of • rsosiver shall exist whettter or not the apparent vise of the Property emends the Indebtedness by a substantial amount. Employment by Lander shop not dMqusrity a person from serving as a reoebver. DOW Renrnedies. Lender shut haw all other rights and remedies provident in this Arraignment or the Nob or by law. Madden of Rpsedas. Election by Lender to pursue any remedy shag not exclude pursuit of any other remedy. and an election to make sepsnu' Wm or to teb action to Perform an obligation of Groom under thle Aadgrsmant after Gr~'a failure to polo m, 00 not effect Larder's rg rt to dedw a default and exarek+e its rondos. Attenseys' Fires; Expenses. it Lander insub tss sny suit or action to autarce any of the terms of this A4sigmnw0, Lender " be omit to recover such sun in the court may K*xip reasonable as attorneys' fees at trial and upon env appall. Whathar or not any court action is involved, and to tin extern not prohibited by few, ail reasonable expenses Lender Won tlrt in Lender's opinion are necessary it any tine for the protection of its hone or tM enforenasatt of hs ripens ehW Iecone a pen of the Indebtedness payable on dernsnd anti shed bear Internet at the Nob rue from the daft of the expenditure until repaid. Emma" covered by this paragraph rx*dris, wlleot Wait~, however subpct to any Mnre under appbc@Mo law. LsrWe's reasonable atsor eys' tees and Larder's legal stpensas, whether or not tie is a iswwit, Mhefading reason" anorneys' fees and expereas for bankruptcy proceedings (tokading efforts to modify a vacate any moomatic stay or h4unctloni, appeals, aW any anticipated pwtiudgment *election services, the cost of soughing records, obtaining We reports len9uding foredoom nperte), s rvsyors' reports, and spprosof teas, tie knerwhce. and fees for the Trustee, to the wash permitted by applcsbe few. Granter sec wig pay ley own poste, in addition to al other surfs provided by law. MOCELLAIEMO FROVIBM=. The following mistdarrous provisions are a pat of this Assignman: AmMmdmrrts. This Assignment, together with an DO rtkutw the entire understanding and agreement of the panes in to tie matters sat forth In this t to this Au*un*M erne be trfleetsre unions given in writing ants! signed by the pang er w o�l the ofterstbn or amsnddmem. Caption Needs gs. Caption headings are ter consen only and an not to be used to Interpret or define the provisions of this Assign Gowning Law. Thin Asslpnw law, the bars of the fitaa of FIN In pre state of (qis . Choice of venue. It there e I Cowry. State of Florida. Mrgar. TMs shall he no A day tkne held by er for rte krtreprowdon. 11) In al singular ahel be dasmed to signs this Asaignnent as `Car Lender may sue any ono or first, and that Borrower need not convenience plsposee onrY• TfeY feder� d eve ap� a lord , to tits ntwtt coot preertrpsad by %dwal earnllate dg nib Thm ha been asoapeed by Lander Groom 4"l; ias of each Grantor Granters. N Bortower and in any lewwit. (3) The R be used to Intepo or d tb jurtndiction of tM courts of Cofer V interest or esters In the Property of &amtueef In the Assignment In the . t21 If mom than one person and aging that H LeFift brings a ewauit, In person. Lender need not sus Borrower to or sections In this Assignment we for No Weiner by dot. Lsndar shag f Ui nod to have waived sly rights' l(Assignmsm eras each waive is given in cis signed hwkip and signal by Lends. Nod on on the pet of Later nr(( o' any right shag operves an a w" r of such O right or any other right. A waiver by ion d Ute ProUbice or constlhne s waive of Wtder's CYN rIDM otherwise to tfatnend rmkt n0lllpllen t n of this Assigmvsm. No prior waiver by Lower. W nor any course at dealing between Lender '*0 'e rights or of any of Grantor's of ww of ublgaUare a to any klun trensaatlons Whets is raWVed under rtes AsNOnuwr, the granting of such s-d Fondant by Lender in any Instance ctrl not constltae can-am to subppusnt bhdgetoss where such consent in mttukar and �s in all cases such consent may be granted or withheld in the sets discretion of Lade. . . Nodose. Any notice required to be given undo this Assignment shah be given in writing and shah be effeative when actually, dafiverad, when --rushy rsorrivad by talefacalmhs iereon otherwise neryred by law), when dtposited with s nationally, rewpnizol overnight courier, or, it milled, when deposited in the United Stobs met, as first ode, odrtlled or engineered nal bate" prepaid . directed to the addressed shown now the balking of this AssigrrM cy nt. Any party raw ottsngs its address for notice under nder this Assignment by 00v written notice to the other parties, epee" that the purpose of the moles In to change the party's address. For notice purposes. Grantor agrees to keep Lander Intorned at all times of Grantor's current address. Unions otherwise provided or required by law, if them is more than one Gramor, any notice given by Lender to any Gramm in downed to be no i e given to NI Grarors. Paware of Attorney. The various sgancin and powers of oternsy conveyed an Lender under this Msigrstrm are Droned tot trurposes of secrhy and may not to revoked by Grantor until such time an the owns we renounced by Lender. 8aver460W. If • court of competent jurisdiction finds any provision of this Assignment to be MoVel, knvelld, or unwiloreeable an to any alreuretwmw that fadrq *hill net note the offending provision Mogeb, Mwald, or hwnforcesbe as to any *the ekgaotamy. If fsssble, the offaeding provision shelf be considered modified so that k boccie" legal, valid and wnforcebe. if the offending ptotis on carat be so ntodYied. it shag be considered debited from this Assignment. United otherwise required by Ian, the ilsodii", irws* ty, or untnforcembilky, of any provision of this Assignment shall not affect the iapslty, vafkfity or aMoroonbilky of cry otter provision of this Asmignmsm. Bu ccoom s and Analogs. Subject to any Lmhabona its ted in this AWgnrtem on cosier of Grantor's Interest, tors Assipnnat shag be 11 N - upon and bane to the book of the parties. their eoceesore and assigns. if ownership of the Property becormse wedged In a person otter then Granter. Lender, whhout notion to Grafter, may AeW whh Qrartor'a successor wkh feteram*tr to toad Adalgnmeltt and the indebtedness by way of f ebwwwo, or extension without rWasing Qramer from the obeeaioes of this Assignee or liability under the Irdabtedrtwa. Tins is of the Essooca. The is at the *am= In the performance of the Assignment. Were Jar. As per" go tars Assignmet Mroby waive Be right Is ray fury nth In any ere 1 p+mcoadktg. or certewaebe brought by arty }arty dogma ant.Henn perry. WANM OF RMKT OF IWEIIPTfOM. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR H9tEBY WANES ANY AND ALL RIGHTS OF HEDEAAPTION FROM SALE MOER ANY ORDER OR JU11GME iT OF FORECLOSURE ON GRANTOWS BEMLF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEIT JUDGMBR CREDITORS OF GRANTOR, ACOUIING ANY Me I E ES'f M ON TITLE TO THE PROPERTY SUBSEQUENT' TO THE DATE OF THIS ASSIGNMENT. DEFMIITRONB. The following copltaleed words and terra shed have the folowkp meenings when used in the Assignmem. Packet Page - 238 - .. 5/8/2012 Item 14.13.2. ASSIGNMENT Of RENTS Loans Me: 76002469 (Continued) Pipe 4 spscificaNy stated to the conuay, ON refe mcas to dollar mounts shall mean amounts in tewfu{ money of the Unhed States Of Am•dca. Wards and arms used In the .impala shit Mekrde the shalllhh have the nwenMd attributed to such tee h Lh ffwm LornfrWO et COCIV: Words and teems not otlerwMe uisTn*d In this Aashpanarrt � Asslipiment. The word 'Anipnmettt" means this ASSIGNMENT Of RENTS, as this AWGWM1ENT OF RENTS may be aharded or modhfiad from time to tine, togethor with all auhibits and schadul" attached to this ASSIGNMENT OF RENTS from *no tp time. 6enswer. The word 'Borrower' mpa a Palrnyn Club Investors, LLC., A fonds Umlted UdsNhy Co mpantr. Defudt. The word "WauK' means the Defsuh set forth In this Assignment in the *action titled 'Detarit'. Etrwrt of Defserlt. The words 'Evert of Default' mean any of the, events of default net forth In this Asdgneem in the default section of this Assignment. tireneor, The word " Gramor' moans Palmyra Club Investors. LLC., A I9orids Limited UnbBity Company. Ourwetw, The word - Guarantor' moans any guarantor, surety, or accommodation pwW of any or aM of the Indahbdnesa. GuoraetY. The word "Guot@My* means the guwanty from G%Wantor to Lender, Including without tirrihadon a guwantY of OR or Pan of the Note. . The word "Indebtedness' means erg principal, interest, and other amounts, cam ad axponaea payable under the Nets or RWE ed Dootstemm, UVWW with ell renewals at, extensions; at, modifications at, canao4dmions of and substhudate for the Now or Roland Doaureams and any emouma expanded or advanced by lender to discharge Grantor's obripstioe w expenses incurred by Lander to enforce ante's obNgaloas unbar this AssiymratL together with irnarea on such aeronts as provided in this A aWA%em. Speciftay, wishes fi nlitedpn, Mdebtedne" Includes the future advances eat forth N ohs Rena Advances Provision of this AseWnmott, together with N inetiff"t th w§On. Lama. The word 'Lender' means Be* of N*plos, its suaceseors and assigns. Mutes. The wad 'Nuts' moans the promissory note dated June 27, 2006, in the Orwirim prkwip6l 6a awK of "27AW.00 from Grantor to Lander, Weedier with aN renewals of, *Kumlonu tit, modifications at, raflnancktgs of, wrhpNdado a tit, end ri6adtutbns for the promisaxy non or air rearam. PrsporM. The word "Property' mmm an of G tenet in and to W1 the Property as described in the 'Ass4nm nC section of this Asaipwnert. Rdetsll Deoaaarts. The werds'Related n 1 pro agrearnams, ban sorwmwet6, atviromnental sweements. guwvades, tecudtY rtgepn, deeds of t desda. OMM"rel mwV"m, and al otter instnrmertte, agreements sued docu s r now or hereaher ex, It' • ion with the Imhobtedneu. Rams. The word 'Items' means of Or ton's present and future rights, tick ■ inure in, to and urdw my and all present and future leases, including, without sl ms. —I— ms. is , r s, accounts receivable, rush a security deposits. advance rentals. Profits Pw • P+op•rtY. a t>Mrhehut• derived ex to be derived fnnrt such leases of *vary kind and nature, due now or er, leap wit imitation t 'm right to adores such lemma and to receive and CAM pawensm of THE UYOEIWOM® ACKU0 t . AND MOT PERBOMALLY BUT AL AN AUTHOOMM pGMSL HA$ O M qpl OF SMUTOR ON JUNE 27, 2006 X o N Packet Page -239-- GRANT011: PALIi VM 0 UANUTY COMPAN O - owes C.. A LisYGh COW*enY 01 yafTNE111m; C b 1� X o N Packet Page -239-- 5/8/2012 Item 14.13.2. ASSIGNMENT OF RENTS Loan No: 19002169 IConttnusd) Page 6 / t`,��+�/ �, Q LIMITED LIABILITY COMPANY ACKNOWLEDGMENT auSTATE OF ` ` ) _ �m ,�� ,as COUffTY of , TM foregoing inevuent was acknowiedged before me this day of ypQ� by Donald M. YYagnn, 11 Wn9 ar of Pabarra Ckrb hwastors. LLC.. A Flmkda Lirdld LiebAtr Co n mW. member lot Febwpa efo A a tea LLshMny CaraP+nr, a grnked EabiBty oornp ■nr. w or w is '�'t). on behat of produoed.�r o kLsnNfbstbn d nor take an ort Varsondhr known me or fw I n o} Person 7akMg I �,•�'�•` lfE6MD1'A RAip� (flame of Acknowbdgsr Typed. Printed or fitampsdl t %wry 16.2007 ''+ands 9WAW7faa11W &f'9a WW (Thle or Rank) ISwW Number, It a* Packet Page -240- 7� �t- aE C! iLy ape O Q1 W e.d G"3 Cam? O 1-7-1 sE� >F 3080 Tamiami Trail East Naples, Florida 34112 Phone: (239) 6494900 Fax: (239) 649 -0823 Toll Free: (866) 649 -4900 Internet: www.swfialaw.com January 24, 2012 5/8/2012 Item 14.6.2. Richard M. Treiser TRZ tINS ThomTM. C911 s, IF o Treiser o Collins Rb;atoona o>� A. II.04ift # Brady S. I4y R Crpig A. God Christophkr B. ell George 14�--0044 ig © CMQel. James Am+ C � ' :� Jeff E. Wright, Assistant County Attorney Office of the Collier County Attorney 3299 Tamiami Trail East, Suite 800 Naples, Florida 34112 Re: NOTICE OF ASSIGNMENT OF LEASE FROM: Palmyra Club Investors, LLC TO: Bank of Naples TENANT: Bayshore - Collier County Community Redevelopment Agency Dear Mr. Wright: On behalf of my client, the Bank of Naples, this will serve as notice to the Bayshore - Collier County Community Redevelopment Agency, as the Tenant, of the assignment of its Lease with the Palmyra Club Investors, LLC, to the Bank of Naples, effective immediately. Enclosed is a copy of the Assignment of Commercial Lease which has been executed by Palmyra Club and the Bank. Under the Attornment provision of Paragraph 16.3, the Tenant is to continue to abide by the terms of the Lease and the Extension thereof and shall recognize the Bank of Naples as the new Landlord. Please let me know if you have any questions or wish to discuss this matter further. Thank you for your attention to this matter. Very truly yours, COLLJN,S i �\ Vd M. Treiser, Esq. -- ' : rtreisergswflalaw.com Enclosure cc: Bank of Naples P \Clients LitigatioMank ofNaples\RAD Files\Palmyra Club Investors\Collier County Lease \Wright letter.doc 6 Circuit Mediator Also admitted in: * Connecticut = . District of Columbia +a Illinois • Indiana Kentucky 9 New York A Pennsylvania + Virginia Packet Page -241- ASSIGNMENT OF COMMERCIAL LEASE Tenant: Landlord/Assignor: New Landlord/Assignee: Premises: Lease Dated: Extension and First Amendment to Commercial Lease Agreement Dated: 5/8/2012 Item 14.6.2. Bayshore Gateway Triangle Redevelopment Agency, a component of the Collier County Community Redevelopment Agency Palmyra Club Investors, LLC Bank of Naples 4069 Bayshore Dr., Naples, Florida 34112 July 1, 2008 June 22, 2010 KNOW THAT PALMYRA CLUB INVESTORS, LLC, a Florida corporation ( "Assignor "), whose address is: c/o Attorney Edward Larsen, 649 - 5h Avenue South, Suite 212, Naples, FL 34102, in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by BANK OF NAPLES ( "Assignee "), whose address is: 4099 Tamiami Trail North, Naples, FL 34103, hereby assigns unto the Assignee, its successors and assigns, all of its right, title and interest as Landlord with respect to the Commercial Lease dated July 1, 2008 and that Extension and First Amendment to Commercial Lease Agreement dated June 22, 2010, in which the Tenant is: BAYSHORE GATEWAY TRIANGLE REDEVELOPMENT AGENCY, a component of the Collier County Community Redevelopment Agency, whose address is: 4069 Bayshore Drive, Naples, FL 34112; with respect to the following described real property (herein, "Premises "): A portion of the real property located at 4069 Bayshore Drive, Naples, FL 34112 containing approximately 2300 square feet, as indicated on the sketch of the premises attached to said Lease as Exhibit "A " and incorporated herein. To have and to hold the same unto the Assignee, its successors and assigns, subject to the covenants, conditions and provisions therein contained. A copy of the lease and the extension and amendment to the lease hereby assigned is attached hereto as Exhibit "A." WARRANTIES The Assignor warrants that it is the sole owner of the entire lessor's interest in said lease; that said lease is valid and enforceable and has not been altered, modified or amended in any manner whatsoever, except as specified herein; that no party is in default under any of the terms, covenants or conditions of any of said lease; that no rent reserved in said leases has been assigned Packet Page -242- 5/8/2012 Item 14.6.2. or anticipated; and that no rent for any period subsequent to the date of this Assignment has been collected in advance of the time when the same is due under the terms of said lease. SECURITY DEPOSIT The Assignor will, within 10 days of the execution hereof, deliver and transfer to Assignee the security deposit paid by the Tenant in the sum of $3,450.00 to be held by Assignee pursuant to the terms of the written lease. GENERAL PROVISIONS This instrument shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. All words and phrases used herein shall be taken to include the singular or plural and masculine, feminine or neuter gender, as may fit the case. IN WITNESS WHEREOF, the Parties have executed this Assignment on the dates indicated below_ Dated this 122. day of J AJ JA ,cy , 2012. Witnesses: ��-�- -�/ • — _--- - Witness # 1 — Sign Witness # 1- Print Witness # 2 - Sign Witness # 2 - Print STATE OF FLORIDA "ASSIGNOR" PALMYRA Cl / Af LLC SS COUNTY OF COLLIER ) IV The foregoing instrument was acknowledged before me this LL day of liqdUti, 2012, by f,,/. r ,;� t{,,, rr,-41-h– as /`ice M3 of Palmyra Club Investors, LLC, who (is personally known to me) (has produced a driver's license /picture identification) and did/did not take an oath. My Commission Expires: C�cl' /6 cG� NOTARY PUBLIC (SEAL) t►�Y °� Notary Public State of Florida Typed or printed name : Edward L Larsen y �o� My Commission DD767772 ?oFnd' Expires 03111/2012 Packet Page -243- 5/8/2012 Item 14.6.2. 11� 41- Dated this day of 1C--1C'4-\ 2012. Witnesses: warmsV Z - Pant "ASSIGNEE" BANK OF NAPLES STATE OF FLORIDA ) SS COUNTY OF COLLIER ) A- The foregoing instrument was ac wledged before me this acJ day o t1av , 2012 by - �►�t� Hof U;r,��restol�(-of Bank of Naples, who (is p rsona. known to me) (has produced a driver's license /picture identification) and did/did not take an oath. My Commission Expires: {� tot►'"' °� Notary Public State of Florida N ARY P (SEAL) Cynthia A Bello �oFno�tPtre10/11/2013 lO0930193 T yP or printed rioted name ACCEPTANCE AND APPROVAL BY TENANT OF ASSIGNMENT OF LEASE Tenant agrees and approves of the foregoing assignment of the Lease dated July 1, 2008; and Extension and First Amendment to Commercial Lease Agreement dated June 22, 2010, for the premises located at 4069 Bayshore Dr., Naples, Florida 34112, from the current Landlord/Assignor, Palmyra Club Investors, LLC to the new Landlord/Assignee, Bank of Naples. Dated this day of .2012. Tenant: Collier County Community Redevelopment Agency Bayshore Gateway Triangle LIZ as PAOic- Litigwion% -k ofNaplUWM FledPalm . Ch b Lwr AColtaedo 5siXomg of L. m.d= Packet Page -244-