Agenda 07/08/2025 Item #16B 1 (Lease Extension Agreement with Collier Plaza, LLC.)7/8/2025
Item # 16.B.1
ID# 2025-1908
Executive Summary
Recommendation to approve a Lease Extension Agreement with Collier Plaza, LLC, extending the current lease for the
Utility Billing and Customer Service satellite office located at 11985 Collier Boulevard, Suite 7, for an additional five
years beyond the current expiration date of December 31, 2025.
OBJECTIVE: To approve a Lease Extension Agreement with Collier Plaza, Inc. for the continued operation of the
Utility Billing and Customer Service (“UBCS”) satellite office.
CONSIDERATIONS: The Board approved a Lease Agreement with Collier Plaza on December 11, 2018, Item 16.C.4.
Since January 2019, UBCS has leased a 1,584-square foot satellite office at 11985 Collier Boulevard, Suite 7 to serve
Golden Gate customers who pay their utility bills in person.
The original Lease Agreement included a two-year initial term beginning in January 2019, with five one-year renewal
options, all of which have been exercised by the County. The initial base rent in 2019 was $35,608.32 per year
($2,967.36 per month), with Common Area Maintenance (“CAM”) costs at $9,329.76 per year ($777.48 per month).
The lease includes a 3% annual increase in base rent, and CAM charges may be adjusted annually based on the
landlord’s actual operating expenses. The current lease is set to expire on December 31, 2025.
A Lease Extension Agreement has been prepared for a five-year term, effective January 1, 2026, through December 31,
2030. The proposed base rent is $41,279.76 per year ($3,439.98 per month). The current CAM is $14,778.72 ($1,231.56
per month). The County retains the right to terminate the lease at any time, with or without cause, by providing one
hundred and eighty (180) days' written notice.
The proposed lease rate of approximately $26.06 per sq. ft. is consistent with current market rates for comparable
properties in the area, ensuring the lease remains competitive and fiscally responsible.
The landlord has agreed to renovate the bathrooms and repair the door jamb as outlined in Article 5 of the Lease
Extension Agreement. The County may, at its own expense, refurbish the leased premises, including remodeling the
front counter and cashier area, and painting the interior of the office. All other terms and conditions of the original
Lease Agreement will remain unchanged.
It is recommended to enter into a five-year lease agreement for dedicated office space to support ongoing growth and
operational needs. Over the past year, UBCS served 5,327 walk-in customers and generated $5.3 million in revenue at
the satellite location. Securing a long-term lease will provide stability, enhance the customer experience, and support
future scalability.
This item is consistent with the Collier County Strategic Plan Objectives to encourage active community engagement
and participation.
FISCAL IMPACT: The total rent for the first year will be $41,279.76, to be paid in equal monthly installments of
$3,439.98. The current annual CAM amount is $14,778.72 to be paid in monthly installments of $1,231.56 unless
adjusted by landlord. The amounts will be withdrawn from the Collier PUD Financial Operation Support 4008000000-
210106- 644100.
GROWTH MANAGEMENT IMPACT: The item is consistent with the Growth Management Plan.
LEGAL CONSIDERATIONS: This item has been approved for form and legality and requires a majority vote for
Board action. - SAA
RECOMMENDATIONS: To approve and authorize the Chairman to execute the attached Lease Extension Agreement.
Page 1831 of 4096
7/8/2025
Item # 16.B.1
ID# 2025-1908
PREPARED BY: Sonja Stephenson, Property Management Specialist
ATTACHMENTS:
1. Lease Exension Agreement
2. Lease Agreement - Exhibit A
Page 1832 of 4096
Page 1833 of 4096
Page 1834 of 4096
LEASE AGREEMENT
Between
Collier Plaza, LLC
And
Board ofCounty Commissioners of Collier County Florida, as the Governing Board of Collier County, and
as Ex-officio as the Governing Board of the Collier County Water-Sewer District
'lenant's Initials:Dc\BLandlord's
Page I of25
@
Exhibit A
1 of 33
Page 1835 of 4096
TABLE OI'CON'I'ENTS
Paee
ARTICLE I DEFINITIONS
ARTICLE 2 _ BAS]C LEASE PROVISIONS
4
5
5
5
5
6
6
6
1
7
8
8
8
8
8
8
9
9
9
9
9
Section 2.1 Leased Premises... ... ..
Section 2.2 - Lease Tenn..............
Section 2.3 Use ofcommon AJeas
Section 2.4 - Renewal Options................
ARTICLE 3 _ RENT
Scction 3. I - Base Rent............
Section 3.2 Operating Expense...
Section 3.3 - Late Payment Penalty... ... ... ..
Section 3.4 - Retumed Check Fee...........
Section 3.5 - Additional Rent Payment.... .
Section 3.6 Address for Payments
Section 3.? - Financial Statements... ... ... ...
ARTICLE 4, CONSTRUCTION OF LEASED PREMISES.......
Section 4.1 - Landlord's Work...............
Section 4.2 - Landlord's Failurc to Deliver Possession...
Section 4.3 - Tenant's Work............... .....
Section 4.4 - Tenant's Acceptance of Leased Premises............... ....
Section 4.5 - Tena[t's Failure to Operate Business.......................
Section 4.6 - Landlord's Changes and Additions to the C€nter..........
Section 4.7 - lmpac! Licensing and Permitting Fees and Assessments
ARTICLE 5 -OF BUSINESS
Section 5.1 Use of Premises... ... .. . . . . . . . . ..
Section 5.2 - Orderly Operation ofBusiness
Section 5.3 - Payment of Utilities....-.... ....
Section 5.4 - Waste or Nuisance........... ....
Section 5.5 - Covemmental Regulations... ..
Section 5.6 -No Solicitation ofBusiness....
Section 5.7 - Trash Management..............
Section 5.8 - Rules and Regulations... ... ... .
ARTICLE 6 _ SECURITY DEPOSIT
Section 6.1 - Payment ofSecurity Deposit..
Sectiol 6.2 - Use and Retum ofDeposit.....
Section 6.3 - Transfer of Deposit.............
ARTICLE 7 _ ALTERATIONS AND SIGNS..........
Section 7.1 -Tenant's Installations,..........
Section 7.2 - Tenant's Responsibilities...... .
Section 7.3 Restrictions on Signs, Awnings and Canopies... ... ... .
Section 7.4 -Prohibition on Mechanics' Liens.........................
Section 7.5 Americans with Disabilities Act of 1990................
ARTICLE 8 _ REPAIRS AND MAINTENANCE OF LEASED PREMISES.
Section 8.1 - Landlord's Responsibilities..................
Section 8.2 - Tenant's Responsibilities.....
Section 8.3 - Tenant's Surrender ofPremises
ARTICLE 9 _ INSURANCE AND INDEMNIFICATION
Section 9.1 - Insurance and Liability... ... ... ..'... ... ...
Section 9.2 - Intentionally Deleted..
Section 9.3 - Intentionally Deleted..
Section 9.4 - Waiver ofSubrogation
Section 9.5 - Requirement to Cure...
ARTICLE IO _ ATTORNMENT SUBORDINATION
Tenant's Initials s4t
Section 10.1 - Attomment...........
Section 10.2 - Subordination.......
Section 10.3 - Tenant Certificatior
Landlord's
Page 2 of 25
t2
l3
13
13
t3
l3
t4
t4
t4
t4
l5
t6
t6
l6
l6
16
l6
t'7
Exhibit A
2 of 33
Page 1836 of 4096
ARTICLE II ASSIGNMENT AND SUBLETTING
Section I 1. I - Assignment....................
Section I 1.2 - Sub|ettin9. . . . .. . . . .. . ... ... ... ..
ARTICLE I2 _ DAMAGE. DESTRUCTION AND CONDEMNATION
Section 12.1 - Damage or Destruction..............................
Section 12.2 - Condemnation.................
ARTTCLE l] DEIAULT.............
Section 13. 1 Eveots of Default and Cure Period................
Section 13.2 Landlord's Rights on Defau|t......................
Section I 3.3 - No Waiver......................
Section 13.4 Expenses of Enforcement... ... ..,... ... ... ... ... - -
Section l l.5 - Legal Expenses.-...............
ARTICLE I4 _ACCESS AND OUIET ENJOYMENT..,,,,,,,,,,,,,......
Section 14. 1 - Right of Entry..................
Section 14.2 Landlord's Covenant.
ARTICLE 15 _ TENANT'S PROPERTY
Section 15.1 - Ta,(es on Leasehold or Personal Property........
Section 15.2 Loss and Damage.....
ARTICLE I6 - HOLDING OVER SUCCESSORS
Seclion I6.1 - Holding Orer.......
Section I 6.2 - Successors-..........................
ARTICLE I7 - MISCELLANEOUS
Section l 7. l Accord and Satisfaction...........
Sectior 17.2 Entire Agreement..................
Seclion I 7.1 No Pannership.....................
Section 17.4 Notices.................
Section 17.5 Captions and Section Numbers...
Section 17.6 - Use ofPronoun and Definition...
Section l?.7 - Brokerage Commissions... ... ..
Section 17.8 - Partial InvaIidity...................
Seclion I 7.9 No Option.......................
Section I7.l0 - Recording.. ...... .........
Sectioo 17.11 - Liability of Landlord... ... ... . .. .
Section 17.12 - Bankruptcy... ... . ....... .....
Section I 7. I 3 Attachments Incorporated-......
Sedion I 7. I 4 - Relocalion.........................
SectionI7.I5-Radon....................... .
Section 17. 16 - Applicable Law...................
Section 17. l7 - Time Is of the Essence...........
Section 17.l8 - Cumulative Rights........ .......
Section 17.19 Force Majeure.................. .
Section 17.20 - Right to Lease.....................
Section 17.21 - Center Name Use............ ..
Section 17.22 lmpartial Interpretation... ... . .
Section 17.23 Hazardous Materials... ... ... .. .
Section I7.24 - No Waiver........ . .........
Section 17.25 - Termination by Tenant.. . .. . ... .
23
23
23
23
24
24
24
24
24
24
24
24
24
25
25
25
EXHIBITS
B.
C
D
E.
RENT TERMS
LANDLORD'S WORK
TENANTS WORK
RULES AND REGULATIONS
SIGNAGE
THE SUBMISSION OF THIS DOCUMENT FOR EXAMINATION AND NEGOTIATION DOES NOT CONSTITT]TE AN
oFFER TO LEASE, OR A RESERVATION OF, OR OPTION FOR THE LEASED PREMISES; THIS DOCUMENT
BECOMES EFFECTIVE AND BINDING ONLY UPON EXECUTION AND DELIVf,RY HEREOF BY LANDI,ORD. NO
ACT OR OMISSION OF ANY EMPLOYEE OR AGENT OF LANDLORD OR OF LANDLORD'S BROKER SIIALL
ALTER, CIIANGE OR MODIFY ANY OF THE PROVISIONS HEREOF.
Tenant's Initials >44 @Landlord's Initials
Page 3 of25
17
t'1
t7
t'7
t'l
18
l9
t9
19
20
20
20
20
21
2t
2l
21
2t
21
2t
22
22
22
22
22
22
22
22
23
Exhibit A
3 of 33
Page 1837 of 4096
T,EASE ACREEMENT
This Lease Agreement ("Lease") is entered into by and between Collier Plaz4 LLC with arl address at c/o East West Real Estate,
12001 Glen Road, Potomac, MD 20854 ("Landlord") and the Board ofCounty Commissioners ofCollier County Florid4 as the Governing
Board ofCollier County, and as Ex-Officio as the Goveming Board ofthe Collier County Water-Sewer District with an address at c/o Real
Property Management, 3335 East Tamiami Trail, Suite 101, Naples, Florida 34112 ("Tenant") dated as ofOctober 31, 2018 (the "Execution
Date").
WHEREAS, Tenant is presently leasing the Leased Premises under a Triple Net Lease which is expiring on December 31, 2018
and Tenant desires to continue to lease from Landlord the Leased Premises;
WHEREAS, Landlord desires to lease to Tenant the Leased Premises to take effect the next day affer the expiration of the Triple
Net Lease; and
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the legal sufficiency of which is
hereby acknowledged, the parties agree as follows:
,\ RI'I(] t, E
DET INI'I'IONS
The following terms shall have the following meanings as set forth below.
l.l The term "Additional Rent" shall have the meaning set forth in Section 3.5.
1.2 The term "Applicable Sales Tax" shall mean six percent (60Z) or as adjustcd by law or regulation.
1,3 Thc term "Base Rent" shall mean the amount set forth in Exhibit A or the amount determined irl accordance with Section
2.4, as applicable and as adjusted fiom time to time as set forth in this Lease.
1.4 The term "Centef' shall mean the shopping center constructed on fie Land and known as "Collier Plaza".
1.5 The term "Commencement Date" shall have the meaning set fonh in Exhibit A.
1.6 The term "Common Areas" shall mean all facilities fumished by Landlord in the Center which arc designated for the
general use, in common, of all occupants of the Center or their officers, agents, employees, servants, lessees, customers or invitees- Such
Common Areas shall include the following areas which may be fumished by Landlord: pa*ing arcas, driveways, entrances and exits thereto,
truck ways, truck and service courts, loading docks, package pick-up stations, pedestrian sidewalks, pathways and ramps, elevators, trash and
recycling areas, landscaped areas, exterior stai.ways, comfort stations, bus stops, taxi stands, and other similar public facilities and any other
common area made available by Landlord.
l.'7 The term "Common Area Maintenance Charges" shall have the meaning set forth in Section 3.2.
1.8 Th€ term "Estimated Operating Expense Payment" shall have thc mcaning set forth in Exhibit A.
1.9 The term "Execution Date" shall have the meaning set forth in the introductory paragaph.
Llo The term "Extended Term" shall mean, with respect to an Option that is exercised, the period Aom the date of the
comm€trcement ofan Option Period to the date ofexpiration ofan Option Period.
1.11 The term "Expiratiofl Date" shall have the meaning set fofth in Exhibit A.
l.l2 UntentionallyDeletedl
L 13 The term "lnitial Escalation Rate" shall have the meaning set fonh in Exhibit A.
1.14 The term "Initial Term" shall have the meafling set forth in Exhibit A.
l.l5 The term "Insurance Premiums" shall mean all premiums, fees and other charges paid by Laldlord with respect to any
insumoce coverage maintained by Landlord in connection with its ownership, management and operation of the Center, including without
limitation, liability, casualty and extended coverage, flood, common area plate glass, rent loss and boiler insurance.
l.16 The term "Land" shall mean the land located at I 193 5- I 1985 Collier Boulevard, Naples, FL 331 16.
Tenant's InitialsLandlord's Initials:
Page 4 of25
*@
Exhibit A
4 of 33
Page 1838 of 4096
l.l'1 The term "Landlord" shall have the meaning set forth in thc introductory paragraph.
Ll8 The term "Lease YeaC'shall mean each consecutive l2-month period during the Lease Term, commencing on the
Commencement Date.
1. l9 The term "Leased Premises" shall have the mean ing set forth in Exhibit A.
1.20 The term "Lease Term" shall have the meaning set forth in Section 2.2.
1.21 The term "Operating Expenses" ofthe Center shall have the meaning set fonh in Section 3.2.
1.22 The term "Option(s)" shall mean the option(s) to extend the Lease by an Option Period(s)
1.23 The term "Option Period(s)" shall have the meaning set forth in Exhibit A.
1.24 The term "Prior Base Rent" shall have the meaning set forth in Section 2.4
1.25 The term "Real Estate Ta,xes" shall mean all real estate taxes and special and extraordinary assessments or similar charges
which may be levied or assessed by any state, Iocal or federal tax authority or other govemmental agency against the Land, buildings and
other improvements comprising the Centq including, without limitation, all costs and fees incurred by Landlord in contesting the imposition
or amount of any such ta,yes or assessments. If any state, local or federal tax authority or other govemmental agency, acting under any
prcsent or future law, ordinance or regulation, Ievies, assessor imposed ta,\, excise or assessment (other than income or franchise tax) upon or
against or in any way related to the Land, buildings and other improvements comprising the Center, either by way of substitution or in
addition to any existing ta,x thereon or otherwise, then such substituted or additional tax, excise ot assessment shall be deemed included in
''Real Estat€ Taxes" for the purposes hereof.
1.26 The term "Rent" shall mean shall mean all monetary sums due to Landlord under the Lease regardless of how designated.
Such sums shall include, without limitation, the Base Rent, Tenant's Proportionate Share ofoperating Expenses, Applicable Sales Taxes due
thereon, as well as Additional Rent.
1.27 The term "Renewal Escalation Rate" shall mean the escalation rate for the Base Rent determined in accordance with
Section 2.4 with respect to an Extended Term.
1.28 The term "Security Deposif'shall have the mearing set forth in Exhibit A
1.29 The term "Tenant" shall having the meaning set forth in the introductory paragraph.
1.30 The term "Tenant's Proportionate Share" shall mean that percentage which is equal to a fraction, the numerator ofwhich
is the net rentable square feet ofspace contained within the Leased Prcmises and thc denominator ofwhich is a total net rentable square feet
ofspace contained withifl the entirc Center.
1.3 I The term 'Tenant's Trade Name" shall have the meaning set forth in Exhibit A.
Section 2.1 - Leased Premises.
In consideration ofthe rents, covenants and agreements reserved and contained in this Lease, Landlord hereby leases to Telant, and
Tenant leases from Laodlord, the Leased Premises. This Lease is subject to and restricted by the terms, covenants, conditions, restrictions
and easemelts herein set foth or recorded against the property upon which the Leased Premises are located. Tenant covenants as a material
part ofthe consideration ofthis Lease to keep and perform each and all ofsuch terms, covenants, conditions, restrictions and easements. The
terms and provisions ofthis Lease shall be binding upon Tenant as ofthe Execution Date. Upon the execution and delivery ofthis Lease,
Tenant shall pay to Landlord an amount equal to the first month's rent. Tenant shall continue to occupy the Leased Premises as of the
Possession Date.
Tenant's Initials AMLandlord's Initials:
Page 5 of25
1.32 The term "Tenant's Use" shall have the meaning set forth in Exhibit A.
ARTICLE 2
BASIC LEASE PROVISIONS
@
Exhibit A
5 of 33
Page 1839 of 4096
Section 2.2 - Lease Term-
The "Lease Term" of the Leased Premises hereunder shall be for period of time commencing on the Commencement Date and
terminating on the Expiration Date subject to the extension of such Expiration Date in accordance with the terms and conditions set forth in
this Lease. Tenant's obligation to pay Rent shall commence on the Commencement Date. The State ofFlorida's performance and obligation
to pay under this contract is contingent upon an annual appropriation by the Legislature.
Section 2.3 - IIse of Common Areas-
The use and occupation by Tenant of the Leased Premises shall include a revocable license to the nonexclusive use, in common
with others, ofthe Common Areas. The Common Areas shall at all times be subject to the exclusive control and management oflandlord,
and Landlord shall have the right from time to time: (i) to charge the are4 level, location and arangement of such Common Areas; (ii) to
restrict parking by tenants and their employees to designated employee parking areasj and (iii) to make such rules and regulations as
Landlord, in its sole discretion, shall from time to time deem necessary or appropriate for the operation and maintenance of the Common
Areas. Tenant shall make no changes or alterations to the Common Areas and Tenant shall not obstruct, in any way, Landlord's or any other
person's ght ofaccess, use or enjoyment ofthe Common AJeas. All Common Areas which Tenant, and customers, patrons and invitees of
Tenant, may be permitted to use hereunder shall be used and occupied under a revocable license, and if the Common AJeas are changed or
the use thereof is restricted in the aforementioned manner, Landlord shall not be subject to any liability, nor shall Tenant be entitled to any
compensation or diminution or abatement ofRent, nor shall such change or restriction be deemed a constructive or actual eviction ofTenant.
Sectior 2.4 - Renewal Options.
Landlord hereby grants to Tenant one or more Options to continue leasing the Leased Premises for the Option Period(s),
commencing on the day following the last day of the Initial Tcrm or Extended Term of this Lease, provided that Tenant has not been in
default under the Lease during the telm of the Lease and does not go into default before the Extended Term commences. Tenant shall
provide notice ofintent to exercise an Option to Landlord at least ninety days (90) days prior to the expiration ofthe Initial Term or Extended
Term ofthis Lease. For each Option, the Base Rent shall increase by three percent (3%) over the prior Base Rent.
ARTICLE 3
RENT
Section 3.1 - Base Rent.
Tenant shall begin paying the Base Rent to Landlord on the Commencement Date. The Base Rent, together with all Applicable
Sales Tax, shall be paid by Tenant to Landlord, without d€mand, on the first day ofeach calendar month during the Lease Tcrm. The Base
Rent duringthe Initial Term shall be adjusted by the Initial Escalation Rate amually on each anniversary ofthe Commencement Date. The
Base Rent during an Extended Term shall be adjusted by the Renewal Escalation Rate annually on each anniversary ofthe Commencement
Date.
Section 3.2 - Operating Exp€nses.
In addition to any other provision contained in this Lease, it is the intention of the parties hereto that Base Rent shall be net to
Landlord of expenses associated with ownership and operation of the Center as a commercial center. Tenant shall accordingly pay to
Landlord Tenant's Proportionate Share ofall Operating Expenses for the Center on the Commencement Date and throughout the Leaso Term.
The term "Operating Expenses" shall mear all of the Center's Common Aiea Maintenance Charges, Real Estate Taxes and Insunnce
Premiums. The term "Common Area Maintenaoce Charges" shall mean all costs and expenses ofevery kind and nature whatsoever paid or
incurred by Landlord, its officers, agents, employees, servants or anyone else acting on Tenant's behalfor any other person hired by Landlord
with respect to the operation, maintenance, management, equipping. repairirg, replacing, constructing or reconstructing the Center in a first
class majrner aod condition comparable to similar shopping centers in the Naples, FL area. Corffnon Area Maintenance Charges include,
without limitation, those costs and expenses of the Center which are attributable to the following items and activities: (a) repair and
maintenance of Common Areas, Iighting fixtures (including the cost of light bulbs and ballasts and maintaining the electrical curent) and
HVAC units and systems; (b) utilities serving the Common Areas and/or all tenants (including electricity, water, and sewer service, telephone
service, and ta,yes thereon); (c) trash, rubbish, garbage ard other refuse removal; (d) inigation (including the cost of water); (e) security
services; (0 salaries and related costs (including fringe benefits, pafoll taxes and any labor overhead charge) of on-site personnel and all
other personnel spending time directly associated with management, operation or maintenance; (g) cleaning supplies and costs; (h)
reasonable property management or constuction management fees (including without limitation, such fees paid to any affiliate of Landlord);
(i) reasonable owner's management fees; O painting aad repainting ofCommon Areas; (k) installation ofcost-saving utility devices; (l) all
costs relating to improvements, additions or alterations which are required to be made by Landlord as a result of the enactment or
promulgation of any govemmental law or rcgulation afler the date of the execution of this Lease; and (m) annual capital improvement
(including replacing the fryAC units and system) cost allocation in the amount being amortized based on reasonably estimated life
l'enant's Initials !
expectancy but no longer than ten years
Landlord's Initials
Page 6 of25
Exhibit A
6 of 33
Page 1840 of 4096
Tenant's Proportionate Share ofsuch Operating Expenses shall be paid by Tenant to Landlord, without demand, on the first day of
each calendar month during the Lease Term and without any right ofdeduction or setoff whatsoever. Tenant hereby expressly acknowledges
and agrees that Tenant's Proportionate Share may change from time to time upon a change in the total net rentable square feet of space
contained within the Center occasioned by any additions or subtmctions made to the Center by Lardlord. Any such change in Tenant's
Proportionate Share shall be effective immediately upon Tenant's receipt ofnotice from Landlord as to such change.
The monthly Estimated Operating Expense Payment shall be subject to chalge and shall be adjusted based upon Landlord's
estimate of such Operating Expenses for each upcoming calendar year. Landlord shall notiry Tenant of any adjustment in the monthly
Estimated Operating Expense Payment not later than thirty (30) days after the calendar year.
' If at the end ofa calendar yeat the actual Operating Expenses for the Center exceed Landlord's estimate thereof and the Tenant's
monthly Estimated Operating Expense Payments during a calendar year do not fully cover Tenant's Proportionate Share of the Operating
Expenses for such calendar year, then Landlord may give written notice to Tenant of such deficiency. Such deficiency shall be paid by
Tenant within thirty (30) days affer receipt of notice thereof. In addition, in such notice, Landlord may increase the monthly Estimated
Operating Expense Payment being made by Tenant to Landlord hereunder so as to fully cover any such deficiency-
Ifat the end ofa calendar year, the actual Operating Expenses for tie Center are less than th€ Landlord's estimate thereol then the
excess paid by Tenant shall be a credit to the next year's Estimated Operating Expense Payment.
At the lvritten request ofthe Tenant, after receipt ofthe notice set forth above, Landlord shall deliver to Tenant a written statement
showing the actual Operating Expens€s of the Center for a calendar year and further showing Tenant's Proportionate Share thereof.
However, Landlord's failure to provide such operating expense statement shall in no way excuse Tenant Aom its obligation to pay its pro rata
share of Operating Expenses or constitute a waiver of Landlord's right to bill and collect such pro rata share of Operating Expenses Aom
Tenant in accordance with this clause.
In addition, on o. about th€ Expiration Date ofthis Lease, Landlord shall review the actual Operating Expenses ofthe Center for
the last Lease Year, and ifthe amount ofthe total monthly Estimated Operating Expenses Payments made by Tenant during such Lease Year
is less than Tenant's Proportionate Sharc ofthe Actual Operating Expenses for such period, then Tenant shall pay the deficiency to Landlord
withh ten (10) days of Tenant's receipt of Landlord's written demand for the payment thereof, and, if not paid timely, Landlord may deduct
such sums from Tenant's Security Deposit prior to retum of the same to Tenant. If the amount of the total monthly Estimated Operating
Expenses Payments made by Tenant during such Lease Year is more than Tenant's Proportionate Share ofthe Actual Operating Expenses for
such period then Landlord shall pay the excess to Tenant within ten ( l0) days after the Expiration Date.
Section 3.3 - Late Payment Penalty.
Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent or other sums due hereunder will cause Landlord to
incur costs not contemplat€d by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not
limited to processing and accounting charges, and late charges which may be imposed upon Landlord by the terms ofany mortgage covering
the Leased Premises. Accordingly, if any installment of Rent or any other sum due from Tenant shall not be received by Landlord or
Landlord's designee within five (5) days after it was due, then Tenant shall pay to Landlord a late charge equal to five percent (5olo) of the
amount due, provided that such amount will not exceed the maximum rate permitted by law, plus any attomeys' fees incurred by Lardlord by
reason ofTenant's failure to pay Rent and/or other charges when due hereunder. In addition, if any installment of Rent or any other sum due
aom Tenant shall rot be received by Landlord or Landlord's designee within fifteen (15) days after it was due, then Tenant shall pay to
Landlord a secoDd late charge equal to ten percent (10%) ofthe amount due, provided that such anount will not exceed the maximum rate
permitted by law, plus any attomeys' fees incurred by Landlord by reason of Tenant's failuro to pay Rent and/or oth€r charges when due
hereunder. The parties hereby agree that such late charge represents a fair and reasonable estimate ofthe costs that Landlord will incur by
reason of the late payment by Tenant. Acceptance ofsuch late chajge by Landlord shall in no event constitute a waiver ofTenant's default
with respect to such overdue amount, nor prevent Landlord from exercising ary of the other rights and remedies granted hereunder.
Laadlord, in Landlord's sole, absolute and arbitrary discretion, may impose, waive or delay the imposition of any late charge when due ftom
Tenaflt. Should Laodlord delay or waive any later charge hereunder, this shall in no way effect any other term or condition of this Lease.
Tenant hereby agrees that if Tenant is subject to a late charge for two (2) consecutive months, Base Rent for the following twelve (12)
months shall automatically be adjusted to be payable quarterly, in advance, commencing upon the first day of the month following such
consecutive late month.
BY PLACING THEIR INITIALS AT THE END OF THIS PAGE, LANDLORD AND TENANT HEREBY CE,RTIFY
TIIAT THIS SECTION 3.3 HAS BEEN FREELY NEGOTIATED.
Section 3,4 - R€turned Check Fee,
ln the event that any payment made by Tenant shall be retumed by the ballk as uncollectable, then: (a) Tenant shall be charged a
fee equal to thirty five dollars ($35.00); and (b) Landlord shall have the option of requiring all subsequent payments due from Tenant under
'fenant's Initials \q,
this Lease to be made by cashier's check, cash, or wire transfer
Landlord's Init IA
Page 7 of 25
Exhibit A
7 of 33
Page 1841 of 4096
Section 3.5 - Additional Rent.
A-ny and all sums of money or other charges required to be paid by Tenant under this Lease other than the Base Rent, Estimated
Operating Expense Payment or Applicable Sale Tax, regardless how designated hereunder, shall be considered "Additional Rent".
Ifsuch sums or charges are rot paid at the time provided in this Lease, they shall nevertheless, ifnot paid when due, be collectible
as Additional Rent with the next monthly installment of Rent thereafter falling due hereunder; provided, however, that nothing herein
contained shall limit any other remedy of Landlord hereunder for the nonpayment thereof. Notwithstanding anlthing to the contrary
contained herein, any and all sums of money or other charges required to bc paid by Tenalt under this Lease shall be considered Additional
Rent. Any Applicable Sales Ta-\ shall be paid with the Additional Rent payable to Landlord hereunder.
Section 3.6 - Address for Paymenls.
All paymcnts under this Article IV shall be sent to
Collier Plaza, LLC
c/o East West Real Estate, LLC
12001 Clen Road
Potomac, MD 20854
Section 3.7 - Financial Statements.
In the event that Tenalt is late on a monthly Rent payment for one month or does not fully pay the monthly Rent for one month,
then Tenant and each Guamntor shall provide Landlord, within ten (10) days after Landlord's request, their most current financial statement
or profit/loss statement which covers the period ofthe late or insufficient rent payments and thereafter shall provide linancial statements or
prolit/loss statements on a quarterly basis. In addition, on an annual basis prior to the end ofthe first quarter ofeach calgndar year during the
Lease Term, Tenant shall provide its most recelt financial statement for the prior year or the profiUloss statement for the prior year.
,\ RTI( t_ t,t J
CO\STRUCTION ()I- LI.]ASED PRENI ISES
S€ction 4.1 - Landlord's Work.
The Leased Premises shall be leased by Tenant in "as-is" condition without any improvements or alterations by Landlord unless
Landlord has expressly agreed to make such improvements or alterations, if at all, as set forth in Exhibit B.
Section 4.2 - l,andlord's Failure to Deliver Possession
Failure ofLandlord to deliver possession ofthe Leased Premises within the time (ifspecified) and in the condition provided for in
this Lease will not give rise to any claim for damages by Tenant against Landlord. However, for such month or portion of mo[th that
Landlord is late to deliver possession ofthe Leased Premises, Landlord shall retum to Tenant the proportionate arnount of Rent paid by
Tenallt.
S€ction 4.3 - Tenant's Work.
Tenant shall perform, at its sole cost and expense, all the other work required by Tenant to fully fixture and operate its business at
the Leased Premises ("Tenant's Work") as set forth in Exhibit C. Tenant shall commence and complete Tenant's Work within sixty (60) days
following the Commencement Date. Prior to commencement ofTenant's work, Tenant shall fumish to Landlord two (2) complete sets of
plans and specifications for Tenant's Work (signed and sealed by a registered Florida architect, ifrequired by applicable zoning laws). Such
plans and specifications shall show the layout, fixturing, inte or finish and storefront plans for the Leased Premises and any other work or
equipment to be done or installed by Tenant affecting any structurat, mechanical or electrical component of the Leased Premises or the
Center. Tenant shall not commence the construction of any portion of the Tenant's Work, until such time as Landlord has approved in
writing such plans and specifications for Tenant's Work, which shall not be unreasonably withield- All ofTenant's Work shall be performed
by a licensed and insured contractor in a good and workmanlike manner and shall be free ftom all defects in workmanship and materials.
Tenant funher agrees to open for business as soon as possible after substaltial completion ofTenant's Work.
Scction 4.4 - lena t's Acccptflnce ofLeased Premises.
A. If no work is required to be performed by Landlord under Exhibit B, then Tenant hereby certifies that it has inspected the
Leased Premises and is accepting the same i[ its existing condition. In such event, no repair work, alterations or remodelilg ofthe Leased
Premises shall be required to b€ done by Landlord as a condition ofthis Lease or otherwise.
Tenant's Initials:a,oLandlord's
Page 8 of25
Exhibit A
8 of 33
Page 1842 of 4096
B. tfwork is required to be p€rformed by Laldlord under Exhibit B, then Tenant agrees to accept the Leased Premises upon
notice from the Landlord that the work has been completed.
Section 4.5 - Tenant's Failure to Operate Business.
Tenant shall, throughout the Term ofthis Lease, continuously, actively and diligently operate its business at the Leased Premises ifl
a high gade and reputable manner, during business hours (ulless prevented from doing so by fire, strikes or other causes beyond Tenant's
reasonable control). Tenant's display windows shall remain lighted fiom dusk until 10:00 p.m. on Monday through Friday evenings. Periods
of closing of the Leased Premises (a) due to rebuilding, remodeling and/or repair not to exceed sixty consecutive (60) days; (b) due to
casualty, or condemnation; (c) due to war, acts ofcod or other force majeure events; or (d) consented to by Landlord shall be exempted from
the provisions ofthis paragraph requiring that Tenant be opened for business. In the event that Temnt fails to remain in continuous operation
as set forth above, the Landlord, in addition to any other remedies, shall have the right to terminate this Lease by giving Tenant thirty (30)
days written notice of termination.
Section 4.6 - Landlord's Changes and Additions to the Center.
Provided that the same does not unreasonably prevent Tenant from conducting its business at the Leased Premises, Landlord
hereby reseNes the right, at any time from and affer the Effective Date ofthis Lease: (i) to construct additional buildings or improvements
adjoining th€ building in which the Leased Premises are contained; (ii) to demolish any buildings or improvements (or parts thereo0
contained within the Center or otherwise decrease the existing size ofthe Center; (iii) to add additional parcels to or subtract existing parcels
ftom the Land; (iv) to construct other buildings or improvements anywhere on the Land, including, without limitation, structures for motor
vehicle parking and an enclosed mall for the Center; (v) to make alterations or additions to any portion ofthe Center; (vi) to build additional
stories on any building contained withio the Center; and (vii) to install or otherwise affix individual meters for each unit. Tenant shall fully
cooperate with Landlord so as to pe.mit Landlord to affect any ofthe above described changes to the Center. Any such changes to the Center
shall be taken into considemtion in computing Tenant's Proportionate Share and the Operating Expenses ofthe Center.
Section,l.T - Impact, Licensing, and Permitting Fees and Assessmcnts.
Laadlord has previously paid impact, licensing and permitting fees due in connection with the development ofthe Center. Tenant
shall be solely responsible for payment of any impact fees, permit fees, occupational licenses, use fees, and similar govemmental or
regulatory fees or impositions associated with the Tenant's Use or Tenant's Work.
Prior to Tenant filing ally documents with the County, Tenant shall provide a copy of such documents for Landlord's review and
comment.
ARTICLE 5
CONDT](]1' OF BT]SIN!-SS BY TI.]NA\T
Section 5,1 - Use oI Premises.
Without limitation ofthe foregoing, Tenant shall not use the Leased Premises for any unlawful, immoral or unsafe purpose or for
the storage or use of hazardous mate als. Tenant firrther agrees to conduct its business in the Leased Premises under Tenant's Trade Name,
unless otherwise consented to by Landlord in writing.
Tenant agrees not to conduct or operate its business in any manner which could jeopardize or increase the rate ofany fire or other
insurance on the Leased Premises or Center. Tenant further agrees not to use orpermit the us€ ofthe Leased Premises, the Common Areas or
any portion or portions thereof: (i) for the conduct ofafly offensive, noisy or dangerous tmde, business maflufacturing activity or occupation;
(ii) for the maintenance ofany nuisance or the conduct of any activity which violates public policy; (iii) for any activity which physically and
substantially interferes with, the other property oflandlord or its business, or the property or business of any other occupant of the Center; or
(iv) for any other unreasonable use ofthe Leased Premises not compatible with the operation of a first-class retail and commercial shopping
center.
Tenant's InitialsLandlord's Initi
Page 9 of25
Tenant shall use the Leased Premises solely for the Tenant's Use and for no other purpose whatso€ver, without prior wriften
consent of Landlord. Tenant shall occupy the Leased Premises without delay immediately upon the Commencement Date and shall
thereafter continuously conduct throughout the Lease Term the business contemplated by the Tenant's Use. Tenant shall not permit or suffer
the use of the Leased Premises for any other business or purpose other than the Tenant's Use, or any purpose contrary to the Rules and
Regulations ofthe Center as set forth in Exhibit D hereof, as the same may be amended by Landlord from time to time, or in violation ofthe
laws, rules and regulations of the United States of Americ4 the State of Florid4 or the ordinances, regulations or requirements ofthe local,
municipal or county goveming bodies or any other lawful govemmental or quasi-govemmental authorities having jurisdiction over the
Center, or in violation ofany regulations ofany insurance carrier providing insurance for the Leased Premises or Center.
@
Exhibit A
9 of 33
Page 1843 of 4096
Section 5.2 - Orderly Operation of Business.
Tenant shall not perfom any acts or carry on any practices in or about the Leased Premises which may damage or adversely alfect
the structural condition, financial profitability or reputation ofthe Center or which may constitute nuisance or menace to other tenants in the
Center or their customers, employees or invitees, or which may result in the increase ofany part ofthe Insurance Premiums.
S€ction 5.3 - Payment for Utilities.
Tenant shall be solely responsible for aad shall promptly pay all charges for watet sewage, gas, electricity, trash removal or any
other utility used in conjunctior with or consumed in tle Leased Premises (including deposits). [fLandlord elects to supply any utility used
or consumed in the Leased Premises which is metered, Tenant agrees to purchase the same from Landlord and to pay to Landlord as
Additional Rent an amount equal to the amount paid by Landlord to the utility provider. IfLandlord supplies any utility used or consumed in
the Leased Premises which is unmetered or to the Common Areas which is metered or unmetered, the charges therefore shall be included in
the Center's Common Area Maintenance Charges. In no event shall Landlord be liable for an interruption or failure in the supply of any such
utilities to the Leased Premises. Tenant shall not instail any equipment in or about the Leased Premises which will exceed or overload the
capacity ofany utility facility serving the Leased Premises and the Center, without first obtaining the written consent thereto ofLandlord. In
the event that Landlord determines to install sub-meters for any utility, Tenant shall pay to Landlord, Landlord's cost aIId expenses for the
installation ofthe sub-meters within thirty (30) days after Landlord forwards to Tenant the bill therefore.
Section 5.4 - Waste or Nuisance.
Tenant shall not commit or suffer to be committed any waste upon the Leased Premises or any nuisance or other act or thing which
may disturb the quiet enjoyment ofany other tenant in the Center.
Section 5,5 - Governmental Regulrtions.
Tenant shall, at Tenant's sole cost and expense, comply with all county, municipal, state and federal laws, orders, ordinances, rules,
regulations and any other applicable requirements ofall govemmental authorities, now in force or which may hereafter be in force, pertaining
1o the Leased Premises. Tenant shall faithfully observe in its use and occupancy ofthe Leased Premises all municipal and county ordinances,
state alld federal statutes, laws, rules, regulations or other applicable requirements, subdivision rest ctions and lease provisions, now in force
or which may hereafter be in force and which are applicable to the Leased Premises.
Section 5.6 - No Solicitation ofBusiness.
Teflant and Tenant's officers, agents, contactors, employees, servants or anyone else acting on Tenant's behalf shall not solicit
business in the Centels parkirg areas or other Conunon Areas, nor shall Tenant distribute any haldbills or other advertising mafter on
automobiles parked in the Centels pa*ing areas or otler Common Area unless Tenant obtains the prior written consent ofLandlord.
Section 5,7 - Trash Management.
Tenant shall be respomible and pay for the moving of its trash ftom the Leased Premises to the commercial trash containers
provided by Landlord located in the trash corral(s) in a clear and orderly manner. Tenant shall not dump, incinerate or bum any trash or
toxic waste in or about the Leased Premises. Laodlord shall be responsible for the removal of trash from the Center which expenses shall be
included in the Common Area Maintenance Charges. If, in the Landlord's reasonable judgmen! Tenant's use of the Leased Premises results
in extraordinary trash removal needs over and above the needs ofthe normal professional offico or retail tenant, Tenant shall pay the entire
charge for any extra hash removal facilities or services so required. Any commercial dumpster provided by the Tenant's contractor related to
Tenant's work or Tenant's alteratidns, decorations, additions and improvements authorited bt Landlord shall be placed as directed by the
Landlord ard shall be removed promptly or at such time as directed by Landlord. Tenaot shall be responsible for the proper disposal of all
medical waste.
Section 5.8 - Rules and Regulations.
Tenant's us€ of the Leased Premises and the Common Areas shall be subject to such rules and regulations as shall bc promulgated
fiom time to time by Landlord. The current Rules and Regulations for the Center are attached hereto as Exhibit D.
Landlord shall have the right to modiry such Rules and Regulations aom time to time during the Lease Term; provided, however,
that no such modification ofthe Rules and Regulations shall be directly inconsistent with the provisionJofthis Lease.
Tenant's Initials:\4,t.andlord's Initi
Page l0 of25
@
Exhibit A
10 of 33
Page 1844 of 4096
All fixtures installed by Tenant in or about the Leased Premises shall be new or in good condition, if used. Tenant shall not make
or cause to be made any alterations, decorations, additions or improvements to the Leased Premises or install or cause to be installed any
exterior signs, exte or lighting, plumbing fixtures, shades or awnings or make any changes to the storefront or facade of the Leased
Premises, without first obtaining Landlord's written consent thereto, which consent may be withheld by Landlord in its sole discretion.
Tenant shall present to the Landlord full plans and specifications for such work at the time Landlord's consent thereto is sought. Work
performed by Tenant with Landlord's consent shall comply with all applicable laws, codes and ordinances. Landlord does not represent or
warant to Tenant that the applicable govemmental authorities will issue the permits and approvals necessary for Tenant's Work or Tenant's
use and occupancy of the Leased Premises. All work performed by Tenant shall be by licensed ard insured contractors in a good and
workmanlike manner and shall be free from all defects in workmanship and materials.
Section 7.2 - Tenant's Responsibilities,
All alterations, decorations, additions and improvements made by Tenant, or made by the Landlord on Tenant's behalf by
agreement of the parties under this Lease, shall remain the property of the Tenant for the Lease Term. Tenant shall at all times maintain
casualty insurance with extended coverage naming Landlord and Tenant as insureds, in an amounl adequate to cover l00oz ofthe cost of
replacement ofall such altemtions, decorations, additions or imprcvements in or about the Leased Premises in the event ofextended coverage
loss. Upon substantial completion of any such alterations, decorations, additions or improvements, Tenant shall deliver to Landlord
certificates of such casualty insurance policies, which shall contain a clause requiring the insurer to give Landlord not less than ten ( l0) days
prior written notice of the cancellation or modification thereof Such alterations, decorations, additions and improvements shall not be
removed liom the Leased Premises, without the prior wriften consent of Landlor4 which consent shall not be unreasonably withheld. Upon
the termination of Tenant's right of possession under this Lease (whether as a result of the expiration of the Lease Term or any sooner
termination thereofin accordance with the terms ofthis Lease), Landlord shall have the option to require Teoant to leave all such alterations,
decorations, additions aad improvements in place, or to remove all such alterations, decorations, additions and improvements and so restore
the Leased Premises as required under Section 8.3. If Tenant thereafter fails to so remove such alterations, dccorations, additions and
improvements and to restore the Leased Premises, then all such alterations, decorations, additions and improvements shall become the
property oflandlord aod, in such event, iflandlord elects, Landlord may restore the Leased Premise to its original condition and the cost of
such restoration shall be paid by Tenant within ten (10) days after Landlord's written demand for such payment.
All alterations, decorations, additions and improvements made by Tenant hereunder (including, without limitations, Tenant's Work)
shall be made: (i) in a good and workmanlike manner, free Aom all material defects in workmanship or materials; and (ii) in accordance with
accepted building practices so as not to weaken or impair the structural strength or lessen the value ofthe Center.
Section 7.3 - Restrictions on Signs, Awnings and Canopies.
Tenant shall not place or permit to be placed or maintained on an exterior door, wall or window ofthe Leased Premises any sign,
awning, canopy or other advertising mafter or other thing of any kind whatsoever, and Tena[t shall not place or maintain any decoration,
letter or advertising matter on the glass ofany window or door, nor shall Tenant place any illuminated sign in tle window display area ofthe
Leased Premises, without first obtaining the Laodlord's written consent thereto, which consent shall be in Landlord's sole discretion.
Any such sign, awning, canopy, decoration, lettering, advertising matter or other thing as may be consented to by Landlord
hereunder shall be maintained by Tenant, at its sole cost and expense, in good condition and repair and in full conformity to the sign criteria
established from time to time by Landlord for the Center. The current sign criteria for the Center are set forth in Exhibit E. In addition, if
Landlord materially changes the facade of the Center, then Tenant shali, at its sole cost and expense, change any sign, awning, canopy,
decoration, lettering, advertising mafter or other thing theretofore erected or maintained by Tenant so as to confom to the design ind
materials ofthe new facade ofthe Center. Tenant shall fully comply with the obligations placed upon it under the immediately preieding
sentence within ninety (90) days after Tenant's receipt of a written demand from Landlord for Tenant's performance of such obligations.
Landlord shall have the right to renovate, modiry and/or repair the facade ofthe Center at aIly time without incuning ally liability to Tenant
for said acts. In the event it is necessary for Tenant's sign to be removed in orde. to complete such worh Tenant shall remove and reilstall
its sign as requested by Landlord at Tenant's sole cost and expense.
Tenanls Initials: $o"0
LE,
Page I I of25
ARTICI,E 6
SECURITY DEPOSIT
Untentionally Deletedl
ARTICI,E 7
ALTERATIONS AND SIGNS
Section 7.1 - Tenant's Installations.
Landlord's
Exhibit A
11 of 33
Page 1845 of 4096
Section 7.4 - Prohibition on Mechanics' Liens.
This Lease strictly forbids the filing ofany liens whatsoever by any contmctor, subcontractor, material men, Iaborer or other person
for aay work performed by or at the request of Tenant in or about the Leased Premises. Notice of such prohibition may be given to such
persons in a memorandum oflease recorded in the public records ofthe county in which the Center is located. The purpose ofthis section is
to expressly exculpate and insulate Landlord from any liability whatsoever for the cost of any such work perlormed by or at the request of
Tenant. The interest oflandlord in the Leased Premises and the Center shall not be subject to foreclosure with respect to any such liens. In
addition, Tenant shall cause any Iien filed against the Leased Premises or tie Center in violation ofthis Section to b€ released and discharged
within ten (10) days after Landlord's written demand therefore and Tenant shall indemniry and hold Landlord harmless from and against any
such lien and any cost, damages, charges and expenses incured irl comection with any such lien, including, without limitation, attomeys'
fees.
Nothing contained h this Section or the Lease, shall authorize Tenaot to do any act which may create or be the foundation for any
lien, mortgage or other encumbrance upon the reservation or other estate oflandlord, or ofany interest oflandlord ir the Leased Premises,
the Center, or in the Property or improvements thereof; it being agreed that should Tenant cause any alterations, changes, additions,
improvements or repairs to be made in the Leased Premises, or cause mate als to be fumished or labor to be performed therein, neither
Landlord nor the Leased Premises shall, under any circumstances, be liable for the payment of any expenses incurred or for the value of any
work done or material fumished to the Leased Premises or any part thereof Tenant shall, upon request ofLandlord deliver such documents
as may be required by Landlord in order to effectuate the lien protection required by this Section. In addition, Landlord shall have the right
to post aod keep posted at all reasonable times on the Leased Premises any notices which Landlord shall be required so to post for the
protection oflandlord and the Leased Premises ftom any such lien. Tenant agrees to promptly execute such instruments in recordable form
in accordance with the terms and provisions ofFlorida Statute 713.10.
All such alterations, changes, additions, improvements and repairs and materials and labor shall be at Tenant's expense, and Tenant
shall be solely responsible to contractors, laborers and persons fumishing labor ard materials to the Leased Premises, or ary part thereof.
Tenant shall promptly pay all contractors, laborers and persons fumishing labor and materials to the Leased Premises, and ensure prompt
payment ofany subcontractors fumishing labor and materials to the Leased Premises. Tenant shall inform every service or material provider
ofthe foregoing provisions prior to contracting with any ofthem for goods or services.
IfTenant shall desire to contest any claim oflien, or ifany such lien is actually filed against the Leased Premises or Center, Tenant
shall fumish Landlord adequate security for one hundred twenty-five percent (125%) of the value or amount of the claim, plus estimated
costs and interest or a bond of a responsible corporate surety in such amount conditioned on the discharge of the lien. If a final judgment
establishing the validity or existence of a lien for ally amount is entered, Tenant shall promptly pay aIld satisfi the same, together with any
and all costs incurred by the lien claimant, and attomeys'fees, ifso provided in thejudgment.
Should any claim of lien for work done by or on behalf of Tenant be filed against the Leased Premises or Center or any action
affecting the title to such property be commenced, Tenant shall forthwith give Lardlord the other pafiy notice thereoi
Section 7.5 - American's with Disabilities Act of I990.
Tenant shall fully comply with the provisions set forth under the American's with Disabilities Act ("ADA") signed into law on July
26, 1990. lt is Tenant's responsibility to provide access to all facilities under Tenant's contol. Tenant, at Tenant's expense, shall be
responsible for complying with non-sfuctural requirements with regard to the interior ofthe Leased Premises. Tenant shall not engage in
any activity or allow any condition relating to the Leased Premises that would violate the ADA. Tenant shall notify Landlord immediately of
any investigation, proceeding, notice or claim regarding a violation ofthe ADA relating to the Leased Premises. Tenant, at its' own expense,
shall comply with all laws, rules, orders, ordinances, directives, regulations and requirements of federal, state, county and municipal
authorities now in force which thereafter may be in forc€, which shall impose any duty upon Landlord with respect to the use, occupation or
alteration ofthe Leased Pr€mises including, but not limit to, requirements ofthe "ADA". Tenant agrees to indemni$ and hold Landlord
hamless from and against any penalty, damage or charge imposed for any violation by Tenant, its officers, agents, contracton, employees,
servants, Iessees, customers or invitees or anyone else acting on Tenant's behalf of any said requirements. Tenant shall provide Landlord
with thirty (30) days written notice in the event Tenant desires to make any non-structural alteration, addition or change to the Leased
Premises.
Section 8.1 - Landlord's Responsibilities.
Landlord agrees to repair and maintain in good order and coldition the Cornmon Areas, the roof, roof drains, outside walls,
foundation and structural podons (both interior and exterior) ofthe Leased Premises. In addition, Landlord agrees to repair and maintain in
good order and condition the heating, ventilation and air conditioning equipment for the Leased Premises. There is excepted from the
preceding covenants, however: (i) repair or replacement ofbroken plate or window glass (except in case ofdamage by fire or other casualty
covered by Landlord's fire and extended coverage policy); (ii) repair of damage caused by Tenart, its officers, agents, contractors,
Tenant's lnitials De4Landlord's Initi
Page 12 of 25
ARTICLf, 8
REPAIRS AND MAINTENANCE OF LEASED PREMISES
(b
Exhibit A
12 of 33
Page 1846 of 4096
employees, servants, lessees, invitees, employees, customers or invitees or anyone else actirg on Tenant's behalf; (iii) interior repainting and
r€decoration; (iv) Tenant's service connections with any mechanical systems or structural portions of the Center; and (v) those specific
obligations placed upon Tenant under Section 8.2. In no event shall Landlord be liable to Tenant or any one claiming by, through or under
Tenant for damages or injuries arising from Landlord's failure to make any of said repairc, nor shall Landlord be liable for damages or
iIIjuries arising from defective workmanship or materials in making any such repairs. Except as expressly provided in this Section, Landlord
shall rlot be obligated or requircd to make any other repairs to the Leased Premises and all other portions ofthe Leased Premises shall be kept
in good repair and condition by and at the sole cost and expense ofTenant. Landlord may use any amount in the general reserve described in
Section 3.2 for any of Landlord's obligations under this Scction or otherwise in this Agreement as Landlord may determine in its sole
discretion.
Tenant, its employees, its officers, agents, contractors, employees, servants, lessees or anyone else acting on T€nant's behalt shall
not marlg paint, drill or in any way deface any walls, ceilings, partitions, floors, wood, stone or ironwork in or about the Leased Premises,
without first obtaining Landlord's prior written consent thereto, which consent shall be in Landlord's sole discretion. Tenant shall solely
paint the Leased Premises and shall not install any vinyl wallpaper on the Leased Premises. Tenant shall, at its sole cost and expense, perform
alljanitorial and cleaning services within the Leased Premises in orderto keep the same in a neat clean and orderly condition.
If Tenant fails to undertake and at all times thereafter diligently pursue to completion the repair and maintenance of the Leased
Premises as required in this Section within fourteen (14) days affer its receipt of written notice from Landlord that such repairs or
maintenance are so required (except irl the case of any such repairs or maintenance which constitute an emergency to the structural integ ty
or safety of the Center, in which event no such notice shall be required), then Landlord may make such repairs and maintenance, without
liability to Tenant for any loss or damage that may accrue to Tenant's merchandise, fixtures or other property, or to Tenant's business by
reasol thereof and, within ten (10) days after the completion thereof and upon Landlord's presentation of a bill ther€fore, Tenant shall pay
Landlord's cost of making such repairs, plus twenty percent (207o) for overhead, as Additional Rent. [n the event that Tenant does not pay
the bill within ten (10) days, Tenant shall pay a late fee equal to ten percent (10%) ofthe bill.
lf Landlord unde akes any maintenance or repair work in the course of which it shall be d€termined that such maint€nance or
repair work is made necessary by the negligence or willful act or omission ofTenant or any of its officers, agents, contractors, employees,
servants, lessees, customers or invitees or anyone else acting on Tenant's behalf, or that the maintenance or repair work is, under the te.ms of
this Lease, the responsibility ofTenant, then Tenant shall pay Landlord's cost therefore, plus overhead as above provided in this Section as
Additional Rent. In the event that Tenant does not pay the bill within ten (10) days, Tenant shall pay a late fee equal to ten percent (10%o) of
the bill.
Section 8.3 - Surrender ofPremises.
Upon the terminatiol of Tenant's rights ofpossession under this Lease (whether as a result ofthe expiration of the Lease Term or
any sooner termination thereof in accordance with tle terms of the Lease), Tenant shall irnrnediately surender the Leased Premises to
Landlord in the same condition and state of repair as th€ Leased Premises were in upon deliyery of poss€ssion thereofto Tenant under this
Lease, reasonable wear and teal excepted. Tenant shall also thereupon surrender all keys for the Leased Premises to Landlord. Tenant shall
remove all its fixtures and any altorations, additions, decorations or improvements which Landlord requests to be removed before
surrendering the Leased Premises to Landlord as aforesaid and Tenant shall promptly repair any damage caused to the Leased Premises
thereby. Tenant's obligation to observe or peform this covenant shall survive the termination ofthis Lease and Tenant's rights ofpossession
thereunder.
ARTICLE 9
INSURANCE AND INDEMNIFICATION
Section 9.1 - Insuranc€ and Indemnification
Subject to the limitations of Section 768.28, Florida Statues, LESSEE shall indemnifr and save harmless the LESSOR from and
against any and all claims, actions and suits, and liom and against any afld all losses, damages, costs, charges, reasonable attomeys'fees,
payments, expenses and liabilities which LESSOR may sustain or incur to the extent arising fiom the negligent act or negligent omission of
LESSEE or its agents, contmctors or employees.
LESSOR shall indemniry and save harmless the LESSEE from and against any and all claims, actions and suits, ard from and
against any and all losses, damages, costs, charges, reasonable attomeys'fees, payments, expenses and liabilities which LESSEE may sustain
or incur due to the sole negligent act or negligent omission ofLESSOR.
Tenant's [nitials:qartl-andlord's Initi
Page l3 of25
Section 8.2 - Tenant's Responsibilities.
Without limiting the generality ofthe obligations placed upon Tenant under Section 8.1, Tenant agrees to repair and maintain in
good order and condition the non-structural interior portions of the Leased Premises, including the store fronts, show windows, doors,
windows, plate and window glass, floor covering, interior mechanical, plumbing, electrical and sewage system, facilities and appliances.
Exhibit A
13 of 33
Page 1847 of 4096
LESSEE shall maintain during the courso ofthis Lease, or any renewal thereof, comprehensive general liability coverage including
bodily injury and property damage, premises and operations coverage, products and completed operations coverage, broad form property
damage coverage, automobile liability coverage including owned automobiles, non-owned automobiles and hired automobiles and
contractual liability coverage in an amount ofnot less than On€ Million and 00/100 Dollars ($1,000,000.00) combined single limits.
If LESSEE falls undel the State of Florida Worker's Compensation Law, coverage shall be provided for all employees. The
coverage shall be for statutory limits in compliance with the applicable State and Federal laws. The policy must include Employer's Liability
with a limit ofOne Hundred Thousand and 00/100 Dollars ($100,000.00) each accident.
LESSOR and LESSEE on behalf of themselves and all others claiming under them, including any insurer, waive all claims against
each other, including all rights of subrogation, for loss or darnage to their respective prop€rty (including, but not limited to, the Demised
Premises) arising from fire, smoke damage, windstorm, hail, vandalism, theft, malicious mischiefand any ofthe other perils nomally insured
against in an "all risk" of physical loss policy, regardless of whether insurance against those perils is in effect with respect to such party's
property and regardless ofthe negligence of either party. If either party so requests, the other party shall obtain from its insurer a written
waiver of all rights of subrogation that it may have against the other party. LESSEE shall give prompt notice to LESSOR in case of fire or
accidents in the Premises or in the Building or of defects therein or in the fixtures or equipment. LESSEE hereby acknowledges that
LESSOR shall not be liable for any interruption to LESSEE's business for any cause whatsoever, and that LESSEE shall obtain business
iflterruption insurance coverage should LESSEE desire to provide coverage for such risk.
Section 9.2 [[ntentionally Deleted]
Section 9.3 - Untentionally Deletedl
Section 9.4 - Waiv€r of Subrogation.
Landlord and Tenant each hereby waive their right to receive damages against each other for any reason whatsoever to the extent
the damaged party recovers from its insurance carriet unless said waiver invalidates any such insurance policy.
Any insurancc policy procured by either Tenant or Landlord hereunder which does not name the other as an insured shall, if
obtainable (regardless of cost) contain an exp.ess waiver of any right of subrogation by the insurance company against the Landlord or
Tenant, as the case may be.
Section l0.l - Attornment
lfany proceedings are brought for the foreclosure ofor the exercise ofthe power ofsale under any mortgage made by the Landlord
covering the Leased Premises or ifa deed is given in lieu offoreclosure ofany such mortgage, then, in any such event, Tenant shall attom to
the purchaser or grantee in lieu of foreclosure upon any such foreclosure or sale and shall recognize such purchaser or grantee in lieu of
foreclosure as the Landlord under this Lease,
Scction 10.2 - Subordination.
Tenalt agrees that its .ights hereunder are subordinate to the lien of any mortgage, ground lease or any other method of financing
or refinaacing now or hereafter placed against the Center (or any portion thereoo by Landlord and to any and all renewals, replacements,
consolidations and extensions thereoi This paragraph shall be self-operative and no further instument of subordination shall be required to
effect such subordination. Tenant further agrees that it will enter into and execute all documents which any mortgagee, ground lessor or
oth€r party to any financing or refinancing may reasonably request Tenant to €nter into and execute, including a subordination, non-
disturbance and attomment agrcement. Tenant hereby agrees to execute any subordination, non-disturbance and attornment agreements
requested by any of Landlord's mortgagees, ground lessor or other party to any financing or refinancing. Any such agreements must be
Tenant's Initials:Ds4Landlord's
Page l4 of25
Section 9.5 - Requirement to Cure.
Tenant shall not allow any insurance required to be maintained by it under this Lease to lapse or be te.minated for any reason
whatsoever. In the event Landlord receives notice from an iNurance carrier (i) that any policy has not been renewed, or (ii) that any
premium has not been paid, or (iiD that any coverage is going to be modified or eliminated, or (iv) that any insurance required to be
maintained by Tenant under this Lease is goiflg to be altered in aoy manner which could have a negative impact on the protection provided to
Landlord or the Center, such notice shall constitute a material default under this Lease. Tenant immediately shall cure such default. If
Tenant does not cure such default within ten (10) days, Tenant shall cease all operations on the Leased Premises. Lardlord shall have the
right to enforce the provisions of this Section by any means available to it under this Lease, at law or in equity, including, without limitation,
injunction, eviction and/or acceleration ofall sums due hereunder.
ARTICLE IO
ATTORNMENT AND SUBORDINATION
@
Exhibit A
14 of 33
Page 1848 of 4096
executed within fifteen (15) days of pres€ntation. Tenant agrees that it will send copies of all notices to Landlord and to Landlord's
mortgagees, groufld lessor and other parties to any financing or refinancing of the Center, provided that Tenant shall have been fumished
with the names and addresses ofsuch parties, and further provided that Landlord or Landlord's mortgagees, ground lessors or other parties to
any financing or refinancing have requested Tenant to send to them copies ofsuch notices.
Teflant shall at any time and from time to time within five (5) days after written request from Landlord execute, acknowledge, and
deliver to Landlord, in a form reasonably satisfactory to Landlord and/or Landlord's mortgagee or prospective purchaser ofthe Center or tle
Land, a written statemert certirying, the truth ofvarious facts conceming the Lease which may include, but not be limited to, the following:
(i) that the Lease is in full force and effect and has not been modified, altered, or amended except as is expressly set fofih in the w tten
statement, and that the Lease, with any specified modifications, alterations, or amendments constitutes the entire agreement between
Landlord and Tenant with respect to the Leased Premises; (ii) that Landlord has fulfilled all ofits duties under the Lease and is not in default
thereunder; (iii) that Tenant has no charge, lien, claim, credit, or offset under the Lease or otherwise, against any Tenant payment due or to
become due hereunder, and tlat Tenant has no claims or defenses to enforcement ofthe Lease; (iv) confirmation as to the Initial Term, the
Extended Term, ifanl and as to any renewal rights; (v) confirmation that no installment has been paid more than thirty (30) days in advance
of its due date except as required by the terms of the Lease; and (vi) any other accurate certification reasonably required by Landlord of
Landlord's mortgagee. The foregoing statements may be relied upon by Landlord and its successoE and assigns. Furthermore, at the request
ofLandlord or of any of Landlord's mortgag€es or prospective purchasers, Tenant shall agre€ ifl form reasonably satisfactory to Landlord or
to Landlord's mortgagee or prospective purchaser that Tenant shall: (i) not pay any payment due under the Lease more than thirty (30) days
in advance of its due date; (ii) not surrender or consent to the modification of any ofthe tems of the Lease, nor to the termination thereof by
Landlord; (iii) not seek to terminate the Lease or take any offset against any payment required from Tenant by reason of any act or omission
ofLandlord until Tenant shall have given written forty five (45) days' notice ofsuch act or omission to Landlord's mortgagee or prospective
purchaser and an opportunity to cure such default within such period.
ARTICLE I I
ASSIGNi\I I]NT A\'D SUI}LETTING
Section ll.l - Assignment.
Tenalt shall not assign, mortgage, pledge or encumber this Lease or any interest therein, without first obtaining the prior written
consent of Landlod, which consent shall be in Landlord's sole discretion. Tenant shall pay all costs and expenses incurred or suffered by
Landlord in connection with any assignment which in no event shall be less than one thousand dollars ($1,000.00).
If Tenant is a partnership, corporation or other entity other than an individual, an assignment or transfer of equity interests
constituting an aggregate change in the legal or beneficial ownership ofTenant ofmore than ten percent (l0oz) over the Lease Term shall be
deemed an assignment or transfer ofthis Lease requiring Landlord's prior written consent thereto. In no event may Tenant assign this Lease
or sublet the whole or any part ofthe Leased Premises prior to the completion ofTenant's Work and the issuance ofa certificate ofoccupancy
for the Leased Premises.
Section I1.2 - Subletting.
Tenant shall not sublet the whole or any part of the Leased Premises, or permit the use of the whole or any part of the Leased
Premises by any licensee, concessionaires or other occupant (whether by operatiol of law or otherwise), without first obtaining the prior
uritten consent ofLandlord, which consent shall not be unreasonably withheld. Notwithstanding any such sublefting, licensing or granting of
a coflcession made with the prior written consent ofthe Landlord as aforesaid, Tenant shall nevertheless remain liable for the performance of
all of the terms, conditions and covenaDts of this Lease. Tenant shall pay all costs and expenses incurred or suffered by Laldlord in
connection with any sublease which in no event shall be less than one thousand dollars ($1,000).
Seclion l2.l - Damage or Destruction.
Tenant shall give prompt written notice to Landlord of any damage to the Leased Premises or the building containing the Leased
Premises. Ifthe Leased Premises are damaged by fire or any other casualty, then tlis Lease shall continue in full force aIId effect, except as
othenvise expressly provided herein. Iflandlord's estimate ofthe cost to repair the damage caused by any such casualty is less than 507o of
the cost ofreplacement ofthe Leased Premises, then the damage shall be repaired by Landlord, at Landlord's sole cost and expense, provided
that: (i) Landlord shall not be obligated to so repair the Leased Premises if such casualty is caused by the negligence or willful act of TemnL
its subtenants or concessionaires, or thei respective agents or employees; and (ii) Landlord shall not be obligated to expend for such repair an
amount in excess of the insuralce proceeds received by Landlord as a result of the occurrence of such casualty which is Aee and clear to
Landlord of any collection by any mortgagoe, $ound or underlying lessor or other party to any financing or refinancing ofthe Center; and
'lcnant's InitialsLandlord's Initi
Page l5 of25
Section 10,3 - Tenant Certification.
ARTICLE 12
DAMAGE. DESTRUCTION AND CONDEMNATION
Sa-,e
@
Exhibit A
15 of 33
Page 1849 of 4096
(iii) in no event shall Landlord be required to replace Tenant's stock in trade, fixtures, fumiture, fumishings, floor coverings or equipment or
any alterations, decorations, additions or improvements made by Tenant.
Ifany such casualty renders the Leased Premises untenantable, in whole or in palt and ifthe casualty shall not have been due to the
negligence or willful act or omission ofTenant, its officers, agents, contactors, employees, servants, lessees, customers or invitees or anyone
else acting on Tenant's behalf, then a proportionate abatem€nt ofthe Rent shall be allowed Aom the date when the casualty occuned until tle
date Landlord completes the repairing or rebuilding ofthe Leased Premises. Such proportionate abatement shall be computed on the basis of
the relation which the net rentable square feet ofthe space rendered untenantable bears to the net rentable square feet contained within the
Leased Premises. The determination of the portion of the Leased Premises which is rendered untenantable as a result of the occurence of
any such casualty shall be made by Landlord in the exercise of its reasonable discretion. Notwithstanding an],thing to the contrary contained
herein, the occurence of a casualty shall not result in any abatement whatsoever of Tenant's obligation to pay Rent, except as provided
above.
If Laldlord is required or elects to repair the Leased Premises as herein provided, Tenant shall repair or replace its stock in trade,
fixtures, fumiture, fumishings, floor coverings arld equipment and any alterations, decorations, additions o. improvements made by Tenant,
alld if Tenant has closed for business, Tenant shall promptly reopen for business upon the completion of such repairs. Notwithstanding
arything to the contrary contained herein, no damage to the Leased Premises or the Center shall entitle Tenant to terminate this Lease or
surender possession ofthe Leased Premises, nor shall any such damage affect Tenant's liability for the payment ofRent or the perfo.mance
of any other covenant contained herein, except as may be specifically provided in this Lease. Notwithstanding an),thing to the contrary
contained herein, Landlord shall have no obligation to rebuild the Leased Premises or any buildings within the Center and may, at its option,
cancel this Lease, ifthe damage is a result of the occurence ofa casualty which is not covered by Landlord's insurance policies.
lf the entire Leased Premises shall be appropriated or taken under the power or threat of eminent domain by any public or quasi-
public authority, then this Lease shall terminate and expire as ofthe date ofthe vesting oftitle thereto in such authority, and Landlord alld
Tenant shall thereupon be relcased from any further liability or obligation hereunder (except for any liability which has accrued prior to the
date of such termination). If any part of the Leased Premises shall be taken as aforesaid and such partial taking shall render that portion not
so taken untenantable (as determined by Landlord in the exercise of its reasonable discretion), then this Lease shall terminate and expire as
aforesaid. In addition, if more than 25oZ ofthe net rentable square feet ofspace in the building in which the Leased Premises are contained
shall be taken as aforesaid, Landlord may, by written notice to Tenant, terminate this Lease, such termination to be effective as aforesaid.
Ifsuch partial taking is not so extensive as to render the part ofthe Leased Premises not so taken untenantable, then this Lease shall
continue in full force and effect, except that the Rent shall be reduced in the same proportion tlat the net rentable squarc feet of space
contained in the part ofthe Leased Premises taken bears to the original net rentable square feet contained within thc Leased Premises leased
to Tenant hereunder. In such event, Landlord shall, upon receipt ofthe award in condemnation, make all necessary repairs or alterations to
the building in which the Leased Premises are contained so as to constitute the portion ofsuch building not taken as a complete architectural
unit. Notwthstanding an)4hing to the contrary contained herein, any repairs or alterations required to be made by Landlord hereunder shall
not exceed the scope of the work to be done by Landlod in originally constructing the subject building, nor shall Laadlord be required to
spend for such work an arnount in excess ofthe amount received by Landlord as damages for the part ofthe Leased Premises so taken. For
the purposes hereof, the arnount received by Landlord shall mean that part ofthe award in conderffration for the value ofthe diminished fee
which is free and clear to Landlord of any collection by any mortgagee, ground or underlying lessor or other pady to any linancing or
refi nancing of the Center.
Tenant shall not be entitled to receive and expressly waives all claims to any condemnation awards made for any taking, whether
whole or partial, and whether for diminution in value of the leasehold or the fee. Tenant, however, shall have the right, to claim lrom thc
condernner, but not from Landlord, such compensation as may be recoverable by Tenant in its own right for damage to Tenant's business,
fixtures aJId improvements installed by Tenant at its sole cost and expense provided same does not reduce the amount to be paid to Landlord.
Whenever the Rent shall be abated pursuant to this Section, such abatement shall continue until the date which shall be the first to
occur oi (i) 45 days after Landlord notifies Tenant that the Leased Premises have been substantially repair€d and restored; or (ii) the date
Teoant's business operations are restored in the Leased Premises, as modified, ifapplicable.
Tenant's Initials Ua-t?Landlord's Initia
Page 16 of25
Notwithstanding anlhing to the contrary contained herein, Landlord may elect to terminate this Lease upon giving notice of such
election to Tenant within ninety (90) days after the occunence ofany casualty if ary ofthe following shall occur: (i) Landlord is not required
to repair as hereinabove provided, including, without limitation, due to failure to receive adequate insurance proceeds; (ii) Landlord's
estimate ofthe cost to repair the Leased Premises is 50oZ or more ofthe cost ofreplacement ofthe Leased Premises; (iii) Landlord's estimate
ofthe cost to repair the building in which the Leased Premises are contained is 25o% or more ofthe cost of replacement of such building; (iv)
Landlord's estimate of the cost to repair all buildings (taken in the aggregate) in the Center is more than 25o/o of the aggegate cost of
replacement of such buildingsi or (v) the Leased Premises or the building in which the Leased Premises are contained are damaged in whole
or in substantial part (as determined by Landlord in the exercise ofits reasonable discretion) duing the last 24 months ofthe Lease Term.
Section 12.2 - Condemnation.
@
Exhibit A
16 of 33
Page 1850 of 4096
ARTICLE I3
DEFAULI'
Section 13.1 - Events of Dofault; Cure Period.
The following events shall be deemed to be evelts ofdefault by Tenant under this Lease:
(a) Tenant's failure to pay any Rent when due hereunder;
(b) Tenant's failure to keep or peform any ofthe other terms, covenants or obligations ofthis Lease required to be kept or
performed hereunder;
(c) The filing by or against Tenant in any court, pursuant to arry statute, either of the United States or any state, of a petition
in bankruptcy alleging insolvency or seeking reorganization, the appointment ofa receiver or trustee, an arangement
under the Bankruptcy Acts, or any similar type ofproceeding and the failure ofTenant to cause any such filing to be
dismissed within a period oftwenty (20) days afrer the date ofsuch filing;
(d) Tenant's making or proposed making ofan assignment for the benefit ofcreditorsj
(e) Tenant's falsification ofany monetary report to Landlord; or
(0 Tenant's removal or attempt to remove, or manifesting an intention to move, Tenant's goods or property fiom or out of
the Leased Premises otherwise than in the ordinary and usual course ofbusiness without having fiIst paid and satisfied
Landlord for all Rent which may become due during the term ofthis Lease.
lD the event that the default is Tenaot's failure to make a payment when due, Landlord shall provide written notice thereofto
Tenant and Tenant shallhave five (5) days from the receipt ofnotice within which to cure said payment default. [n the event that the default
is other than Tenant's failuro to make a payment when due, Landlord shall provide written notice thereofto Tenant and Tenant shall have ten
( 10) days from the receipt ofnotice within which to cure said default except that there shall be no cure period applicable for defaults under
subsections (c), (d) or (e).
Section 13.2 - Landlord's Rights on Default.
Upon the occurrence ofaay event ofdefault under Section l3.l that is not timely cured, the Landlord, at its election, may exercise
any one or more ofthe following options, the exercise ofany olwhich shall not be deemed to preclude the exercise ofany others herein listed
or otherwise provided by statute, at common law or in equity at the same or at subsequent times:
(a) The declaration that this Lease is terminated, in \rhich event Landlord may reenter upon and take possession of the
Leased Premises on its own behalf, whereupon all right, title and interest ofthe Tenant in and to the Leased Premises and
this Lease shall terminate. Tenant shall remain liable for all Rent due ulder this Lease and for all damages suffered by
Landlord because ofTenant's breach ofany ofthe covenants ofthis Lease.
(b) The termination of Tenant's ght to possession under this Lease, in which event Landlord may reenter and retake
possession ofthe Leased Premises and attempt to relet the Leased Premises (or any portion thereoD on behalf of Tenant
at such rent and under such tems and conditions as Landlord may deem obtainable under the circumstances for the
purpose ofreducing Tenant's liability hereunder. Landlord shall not be deemed to have thereby terminated this Lease or
accepted a sunender ofthe L€ased Premises, and Tenant shall remain liable for all Rent due under this Lease and for all
damages suffered by Landlord because ofTenant's breach of any ofthe covenants ofthis Lease.
(c) The declaration that the entire remaining unpaid Rent for the balance of the Lease Term shall be due ard payable. In
determining the cumulative portion ofOperating Expenses due to Landlord as a result ofthe acceleration and declaration
urder this subpangraph, the highest Tenant's Proportionate Share of Operating Expenses theretofore paid by Tenant
during any preceding Lease Year shall be presumed to be equal to Tenant's portion of Operating Expenses payable for
the remailder ofthe Leased Term.
No reentry or retaking possession ofthe Leased Premis€s by Landlord shall be const.ued as an election on its pai to terminate this
Lease, unless a written notice ofsuch intention is given to Tenant. IfLandlord elects to reenter ard take possession ofthe Leased Premises,
it may thereafter terminate this Lease as set forth above at any time thereafter.
IfLandlord elects to reenter and take possession ofthe Leased Premises, it may make such alterations and repairs as it deems
necessary or approp ate in order to relet the Leased Premises or any part thereof, for such term or terms (which may be for a term extending
beyond the Loase Term), at such rentals and upon such other terms and conditions as Landlord, in its sole discretion, may deem advisable.
Upon each such reletting, all rental payments received by Landlord from such reletting shall be applied: first, as to the payment ofany
enant's Initials:Sc,
\a
Landlord's lnitial
Page l7 of25
Exhibit A
17 of 33
Page 1851 of 4096
indebtedness, other than Rent, due hereunder fiom Tenant lo Landlord; second, to the payment ofany costs and expenses ofsuch reletting,
including, without limitation, brokerage fees, attomey's fees and costs ofsuch alterations and repairs; third, to the paymeDt ofRent due and
unpaid hereunder; with the residue, ifany, to be held by Landlord and applied in payment of future rent and other charges as the same may
become due and payable hereunder. If the rental payments received fiom such reletting during any month are less than all the Rent required
to be paid dudlg that month by Tenant as set forth herein, Tenant shal] immediately pay any such deficiency to Landlord. Such deficiency
shall be calculated and paid monthly.
As a material inducement to entedng into this Lease, the parties do waive trial by jury in any action, proceeding or counterclaim
brought by either ofthe parties hereto against the other arising out ofor in any way connected with this Lease, the relationship oflandlord
and Tenant or Tenant's use or occupancy of the Leased Premises and/or the Cofirmon Areas. In the event ofa Tenant default ofthis Lease,
Landlord shall have, in addition to any other remedies which it may have hereunder, the right to invoke aay remedy allowed at iaw or in
equity, including without limitation, injunctive relief and the right to collect consequential darnages. Notwithstanding an),thing to the
contrary contained in this Lease, Landlord rcserves all rights which any state or local laws, rul€s, regulations or ordinances confer upon a
Landlord against a Tenant default.
Tenant agrees to pay all costs and expenses of collection (including reasonable internal costs), jnterest and reasonable attomey's
fees aris ing from a default under Section I 3. 1 , whethcr or not a suit is instituted.
Section 13.3 - No Waiver.
Section 13.4 - Expenses of Enforcement; Default Interest.
Ifit shall be necessary for Landlord to give one or more written notices to Tenant of any violation ofany covenant ofthis Lease,
then Landlord shall be entitled to: (a) make an administrative charge to Tenart of $35.00 for each such notice; (b) charge all costs and
expenses (including a reasonable amount for intemal costs) arising in connection with any violation of any covenant of this Lease; and (c)
charge a default interest rate of ten percent (10%) per annum on unpaid Rent until the default is curcd or ajudgment is obtained. Tenant
recogrizes and agrees that: (i) all charges which Landlord ar€ entitled to make under this Section and other provisions of this Lease
represents at the time this Lease is made, a fair and reasonable estimate ofthose costs which will be incuned by Landlord in administration of
the Center which are attributable to any ofthe events described herein; and (ii) such costs are not contemplated or included in any other Rent
provided to be paid by Tenant to Landlord under this Lease. Any charges becoming due under this Section shall be added to ard become due
with the next ensuing Rent payment and shall be collectible as a part thereot
Section 13.5 - Legal Expenses.
If it shall become necessary for Landlord or Tenant to employ the services of an attomey to enforce any of its rights under this
Lease or to collect any sums due to it under this Lease or to remedy the breach of any coveflant ofthis Lease on the part of the oth€I to be
kept or performed, the non-prevailing party shall pay to the other such fees as shall be reasonably charged by the other's aftomey for such
services.
Section l4.l - Right of Entry.
Landlord or its representatives shall have the right to enter the Leased Premises (with notice to Tenant unless an emergency occurs
than no notice is necessary) at all reasonable hours ofany day during the Lease Term to: (a) ascertain if the Leased Premises are in proper
repair ard condition; (b) make repairs, additions or alterations t-tlereto or to the building in which the same are contained, without the same
constituting an eviction of Tenant in whole or part or entitling the Tenant to any abatement of Rent or other charges payable by it hereunder
while such repairs, additions or alterations are being made; and (c) show the Leased Premises to prospective purchasers, lenders and tenants.
IFTenant shall not be personally present to permit any such entry into the Leased Premises, then Landlord may enter the same by a master
key or by the use of force, without rendering Landlord liable therefore and without in any manner affecting Tenant's obligations under this
T.nunt', Iritiulr, )Ql3Landlord's Initials
Page 18 of25 @
The failure of Landlord to insist upon the strict performance of arly of the terms, conditions and covenants herein shall rlot be
deemed to be a waiver of any rights or remedies that Landlord may have and shall not be deemed a waiver of any subsequent breach or
default in th6 terms, coflditions and covenants herein contained, except as may be expressly waived in wdting.
The maintenance of any action or proceediflg to recover possession of the Leased Premises or any installment or installments of
Rent shall not preclude Landlord liom the.eafter instituting and maintaining subsequent actions or proceedings for the recovery ofpossession
of the Leased Premises or of any other monies that may be due or become due fiom Tenant, including, without limitation, all expenses, court
costs and attomeys'fees and disbursements incurred by Landlord io recovering possession ofthe Leased Premises and all costs and charges
for the care ofthe Leased Premises while vacant. Any entry or re-entry by Landlord shall not be deemed to absolve or discharge Tenant Aom
any liability hereunder.
ARTICLE 14
ACCESS AND OUMT ENJOYMENT
Exhibit A
18 of 33
Page 1852 of 4096
Lease. During the ninety (90) days prior to the expiration or earlier termination ofthe Lease Term, Landlord may place a "For Lease" sign
on the Leased Premises.
Upon payment by Tenant of the Rent and upon the observance and performance by Tenant of all the covenants, terms arrd
conditions of Tenant, Telant shall be entitled to peaceably and quietly hold and enjoy the Leased Premises for the term hereby demised,
without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord,
subject, nevertheless, to the tems and coflditions ofthis Lease, including without limitation the subordination provisions of Section 10.2. If
Landlord is prevented from performing any of its obligations hereunder as a rcsult of any cause or causes beyond Laodlord's control
(including without limitation, labor disputes, civil commotion, war, warlike operations, invasion, rebellion, hostilities, military or usurped
power, sabotage, govemmental regulations or controls, fire or other casualty, acts of God, inability to obtain any material, services, or
financing), then Laldlord shall be excused fiom performing such obligations for the period ofdelay caused thereby.
Section l5.l - Ta\es on Leasehold or Personal Property.
Section 15.2 - Loss and Damage.
Landlord shall not be responsible for any damage to property ofTenant or ofothers located in or about the Leased Premises and/or
the Commofl Areas, nor for the loss of or damage to any property of Tenant or of others by theft or misappropriation or otherwise. Landlord
shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain or leals from any part ofthe Leased Premises or from the pipes, appliances or plumbing works or Aom the roof, steet or subsurface or
from any other place or by dampness or by any other cause of whatever nature. Landlord shall not be liable for aoy such damage caused by
other tenants or persons in the Leased Premises, occupants ofadjacent property, occupants ofthe Center, or the public, or damages caused by
operations in construction of any private, public or otherwise for any latent defect in the Leased Premises or the Center, except that ifTenant
shall give notice to Landlord within a period ofone (l) year from the date Tenant takes possession ofthe Leased Premises ofthe existence of
any such latent defect, then, provided such defect shall not have resulted from any act, omission, alteration or improvement made by Tenant,
Landlord shall repair such defect. Landlord shall not be liable and shall be kept hamless fiom any and all claims arising directly or
indircctly out of damage to any alld all property of Tcnant kept or stored in or about the Leased Premises and,/or the Common A-reas,
including subrogation claims by fenant's insurance carriers.
Section 16.1 - Holding Over.
If Tenant remains in possession of the Leased Premises after the expiration of the tenancy created hereunder and without the
execution of a new lease, Tenant, at the option oflandlord, shall be deemed to be occupying the Leased Prcmises as a tenant from month-to-
month, and such tenancy shall be subject to all the provisions of this Lease, except that the Base Rent due for each month during such
tenarcy shall be equal to one hundred fifty percent (150%) ofthe Base Rent due in the last month ofthe Lease Term. Tenant shall also be
responsible for payment of Tenant's Proportional Share of Operating Expenses, Applicable Sales Tar and Additional R€nt, if any. There
shall be no renewal of this Lease by operation of law. Nothing herein shall be construed as a cons€nt by Landlord to the possession of the
Leased Premises by Tenant after the expiration ofthe Term or any termination of the Lease by Landlord, or as an exclusive remedy in the
event of a holdover. If Tenant fails to su[ender the Leased Premises upon termination of the Lease, then Tgnant shall, in addition to any
other liabilities to Landlord accruing therefrom, indemniry and hold Landlord harrnless fiom any loss or liability resulting from such failure,
including, without limitation, any claims made by any succeeding tenant founded on such failure.
Section 16.2 - Successors.
All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall inure to the benefit of, be binding upon
and enforceablc by ard against the respective heirs, executors, administrators, successorc and assigns ofsaid parties; provided, however, that
no rights shall inure to the benefit ofany assignee ofTenant unless the assig[ment to such assignee has been approved by Landlord in writing
as provided in Section I l.l.
Tenant's Initials
IL-'{,
Landlord's Initials
Page 19 of25
Section 14.2 - Landlord's Covenant.
ARTICI,E I5
TENANT'S PROPER'I'Y
Tenant shall be responsible for and shall pay when due all municipal, county or state ta,xes assessed during the Lease Term against
any leasehold interest or personal property ofany kind, owned by or placed in, upon or about the Leased Premises by the Tenant. In addition,
if the taxing authorities include in any taxes or assessments levied or assessed against the Center, the value of arly improvements made by
Tenant, or ifsuch taxing authorities include machinery, equipment, fixtures, inventory or other pe$onal property or assets ofTenant in such
taxes or assessments, then Tenant shall also pay all such taxes ard assessments allocable to such items.
ARTICLE I6
HOLDING OVER AND SUCCESSORS
Dq!
Exhibit A
19 of 33
Page 1853 of 4096
Scction l7.l - Accord and Satisfaction.
No payment by Tenant or receipt by Lardlord ofa lesser amount than the payments herein stipulated shall be deemed to be other
than on account ofthe earliest such stipulated payments, nor shall any endorsement or statement on any check or any letter accompanying the
check or payment be deemed an accord ard satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's
rights to recover the balance ofsuch payments then due or pursue any other remedy provided in this Lease.
Section 17.2 - Entire Agrecment.
This Lease and the exhibits attached hereto set forth all covenants, promises, agreements, conditions and understandings between
Landlord and Tenant conceming the Leased Premises and there are no other covenants, promises, agreements, conditions or understandings,
either oral or written, between them other than those which are set forth herein. Except as otherwise provided herein, no subsequent
alterations, changes or additions to this Lease shall be binding upon Landlord or Tenan! unless reduced to writing and fully executed by both
Landlord and Tenant.
Section 17.3 - No Partnership,
Landlord shall not in any way or for any purpose be deemed a partner of Tenant or in a joint adventure or a member of a joint
enterpdse with Tenant.
Section 17.4 - Notices.
All notices required or permitted to be given hereunder shall be in writing. Any notice by Tenant to Landlord must be served
personally, by certified mail or guaranteed ovemight carrier, postage prepaid, addressed to Landlord at the address set forth in the definition
for Landlord or at such other address as Landlord may designate from time to time by wriften notice to Tenart. After the Commencement
Date, any notice by Laldlord to Tenant shall be delivered to Tena[t at the Leased Premises or served personally, by certified mail or
guaranteed ovemight delivery, postage p.epaid, addressed to Tenant at the Leased Premises or at such other address as Tenant shall designate
f.om time to time by written notice to Landlord.
Prior to the Cornmencement Date, any such notice may be given by Landlord to Tenart in the aforesaid manner at the address
designated for the same by Tenant. Notice shall be deemed to be properly given to Tenant if addressed to Tenant at its last known address,
regardless ofwhen Tenant receives (or refuses delivery of) same.
Scction 17.5 - Captions and Section Numbers.
The captions, section numbers, article numbers aod table of contents appearing in this Lease are inserted only as a matter of
convenience and in no way define, limi! construe or describe the scope or intent of such sections or articles of this Lease, nor in ary way
affect this Lease.
Section 17.6 - Use of Pronoun and Definition.
The word "Tenant" shall be deemed and taken to mean each and every person mentioned as a tenant hercin and, if there shall be
more than one Tenant, any notice requted or permitted by the terms ofthis Lease may be given by or to any on€ thereof and shall have the
same force and effect as if given to all thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a
proper reference even though Landlord or Tenant may be an individual, a partnership, a corporation or a group oftwo or more individuals,
corporations or parherships. The necessary grammatical changes required to make the provisions of this Lease apply in the plural sense
where there is more than one Landlord or Tenalt and to either corporations, associations, partnerships or individuals, males or females, shall
in all instarces be assumed as though in each case fully expressed.
Section 17.7 - Brokerag. Commissions.
The Laadlord shall be responsible for payment of any brokerage commissions or finde/s fees resulting from an agreement entered
into by Landlord for the payment of such commissions and/or fees as a result ofentering into this Lease.
anant's Initials >q-ELandlord's Initials:
Page 20 of25
Ifthere shall be more than one Tenant named hereunder, they shall each be bound jointly and severally liable for the performance
ofall the terms, covenants and agreements contained herein. Nothing contained in this Lease shall in any manner restrict Landlord's ght to
assign o. oncumber this Lease and, in the event Landlord sells, transfers or otherwise disposes of its interest in the Center and the purchaser
or tansferee assumes Landlord's obligations and covenants hereunder, then Landlord shall thereupon be relieved of all further obligations
and covenants hereunder.
ARTICLE I7
MISCELLANEOUS
c3)
Exhibit A
20 of 33
Page 1854 of 4096
Section 17.8 - Partial Invalidity.
If any term, covenant or condition of this Lease or the application thereof to any person or circumstances is determined to be
invalid or unenforceable, the remainder ofthis Lease, or the application ofsuch term, covenant or condition to persons or circumstances other
than thos€ as to which it is determined to be invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of
this Lease shall be valid and enforced to tle fullest extent permitted by law.
S€ction 17.9 - No Option,
The submission ofthis Lease for examination does not constitute a reservation ofor option for the Leased Premises and this Lease
shall become effective only upon the execution and delivery thereofby Landlord to Tenant.
Section 17.10 - R€cording.
Tenant shall not record this Lease or any memora[dum thereof, without the prior written consent ofLandlord, which consent may
be withheld in the sole discretion ofLandlord.
S€ction 17.11 - Liability of Landlord,
Notwithstanding anything to the contrary contained in this Lease or at law or in equity, Tenant hereby expressly acknowledges and
agrees that there shall at no time be or be construed as beiflg any personal liability by or on the part of Landlord under or in respect of this
Lease or in any way related to the Leased Premises. Tenant further acknowledges and agrees that Tenant is accepting this Lease and the
estate created her€by upon and subject to the understanding that it shall not enforce or seek to enforce any claim or judgment or any other
matter, for money or otherwise, personally or directly against any omc€r, director, stockholder, partner, principal (disclosed or undisclosed),
representatiye or agent ofLandlord or any affiliate ofLaldlord.
Tenant shall look solely to the Laldlord's interest in the Center for the satisfaction ofany and all claims, remedies orjudgments in
favor ofTenart requidng the payment of money by Landlord, subject, howevet to the prior rights of any ground or underlying lessors or the
holders of any mortgages covering the Center, and no other judicial process for the satisfaction of Tenant's claims hereunder. The
exculpation ofpersonal liability as herein set forth was a material inducement for Landlord entering into this Lease and shall be absolute,
unconditional and without exception of any kirld whatsoever.
Scction 17,12 - Bankruptcy
This is a lease of real property in a center within the meaning of $365(bX3) of the Bankuptcy Code, I I U.S.C. $365(bX3). If
Tenant proposes to assign this Lease punuant to the provisions ofthe Bankuptcy Code, I I U.S.C. $ l0l et seq. (the "Bankruptcy Code") to
any person or entity who shall have made a bona fide ofer to accept an assignment of this Lease on terms acceptable to the Tenant, then
notice of such proposed assignment, setting forth (i) the name and address of such person, (ii) all ofthe terms and conditions of such offer,
and (iii) the adequate assurance to be provided Landlord to assure such person's future performance under the Lease, including, without
limitation, the assurance refered to in $365(bX3) of the Bankruptcy Code, shall be given to Landlord by Tenant no later than twenty (20)
days after receipt thereof by Tenant, but in any event no late. than ten (10) days prior to the date that Tenant shall make applications to a
court of competent jurisdiction for authority and approval to enter into such assignment and assumption. Landlord shall thereupon have the
prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date ofsuch proposed assignment, to accept
an assignment ofthis Lease upon the same terms and conditions and for the same consideration, ifa[y, as the bona fide offer made by such
prospective assignee, Iess any brokerage commissions which may be payable out ofthe consideration to be paid by such prospective assignee
for the assignment ofthis Lease.
Any person or entity to which this Lease is assigned pursuant to the provisions ofth€ Bankruptcy Code, ll U.S.C. $ l0l et seq.,
shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such
assignment. Any such assignee shall, within ten (10) days after demand from Landlord, execute and deliver to Landlord an instrument
confirming such assumption. Notwithstanding an)4hing in this Lease to the contary, all anounts payable by Tenant to or on behalf of
Lardlord under this Lease, whether or not €xpressly denominated as Rent, shall constitute rent for the purposes of $502(b)(7) of the
Bankuptcy Code. Il U.S.C. $502(bX7).
Section 17.13 - Attachments Incorporated,
The exhibits which are attached to this Lease are a part ofthis Lease and are incorporated herein by this reference
Section 17.14 - Relocation.
Landlord shall have the right at any time during the Term to relocate the Leased Premises to aoother part of tie Center in
accordance with the following:
Tenant's Initials:scri
@
Landlord's Initia
Page 21 of25
Exhibit A
21 of 33
Page 1855 of 4096
The new premises shall be within ten percent (10%) ofthe size ofthe Leased Premises;
The physical relocation ofthe Leased P.emises shall be accomplished by Landlord at its cost;
Landlord shall give tenant at least sixty (60) days prior written notice of Landlord's intention to relocate the Leased
Premises;
(d) Reasonable, out-of-pocket costs incurred by Tenant as a result of the relocation, including, without limitation, costs
incuned in changing addresses on stationery, business cards, directories, advertising, aIId such other items, shall be paid by Landlord;
(e) Ifthe relocated premises is a different square footage than the Leased Premises described in this Lease, (l) the Base Rent
shall be adjusted to a sum computed by multiplying the Base Rent specified in Exlibit "A" by a fraction, the numerator ofwhich shall be the
total number of squarc feet in the relocated Leased Premises, and the denominator of which shall be the total number of square feet in the
Leased Premises before relocation, provided, howeveq in no event shall the Base Rent hereunder be increased as a result of the relocation,
and (2) Tenant's Proportionate Share ofthe Operating Expenses shall be adjusted, and;
(f) The parties shall irnmediatcly execute an amendment to this Lease stating the relocation of the Leased Premises and the
adjustment ofthe Base Rent and Tenant's Proportionate Share, ifany.
section 17.15 - Radon
The following is a notification pursuant to Florida statute 404.056(8):
RADON GAS: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building i[ sufficient quantities, may
present health risk to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found io
buildings in Florida- Additional information regarding radon and radon testing may be obtained liom your county public health unit."
Section 17.16 - Applicablc Law.
The law ofthe State ofFlorida shall govem the terms and conditions ofthis Lease.
Section 17.17 - Tim€ [s ofthc Essence.
Time is ofthe essence with respect to the performance ofeach ofthe covenants and agreements contained in this Lease.
Section 17,18 - Cumulrtive Rights.
The various rights, options, elections, powers and remedies contained in this Lease shall be construed as cumulative, and no one
remedy shall be exclusive of any other remedy, or of any other legal or equitable remedy which either party might otherwise have in the
event of breach or default in the terms hereof, and the exercise of one right or remedy by such party shall not impair its right to any other
right or remedy until all obligations imposed upon the other pafy have been fully perfomed
Section 17.19 - Force Majeure.
Section 17.20 - Right to Lease.
Landlord rescrves the absolute right to affect such other tenancies in the Center as Landlord in the exercise of its sole business
judgment shall determine. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or q/pe or number oftenants
shall, during the Lease Term, occupy any space in the Center.
Section 17.21 - Center Name Use.
Tenant shall not use the Center's name in any writte[ or oral advertisement or public mailing without obtaining the prior written
consent of the Lafldlord.
Tenant's Initials Aa.,
(a)
(b)
(c)
e
Section 17.22 - Impartial Int€rpr€tation.
Landlord's Initia
Page 22 of 25
Any prevgntion, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inabiliry to obtain labor or materials or
reasonable substitutes therefor, govemmental actions, civil commotions, fire or other casualty, and other non-financial causes beyond the
reasonable conhol ofthe party obligated to perform, shall excuse the performance of such party for a period equal to any such pr€vention,
delay or stoppage, except the obligations, once accrued, imposed with regard to Rent to be paid by Tenant pursuant to this Lease
Exhibit A
22 of 33
Page 1856 of 4096
This Lease is the result of negotiations between Landlord and Tenant and therefore the language contained in this Lease shall be
construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant.
Section 17,23 - Hazardous Materials.
Tenant represents and warrants that it and its officers, agents, contractors, employees, servants, lessees, customers or invitees or
anyone else acting on Tenant's behalf will not store, dispose, produce, use, transport or manufacture any toxic or hazardous waste or
materials or petroleum products as defined or regulated by local, state or federal law on the Leased Premises or any portion of the Center.
Tenant shali give Landlord prompt written notice ofthe existence of, and/or Tenant's discovery of, the presence ofor contamination ofthe
Leased Premises or the Center with hazardous or toxic waste and/or materials. In the event Tenant or any of its officers, agents, conhactors,
employees, servants, lessees, custom€rs or invitees or alyone else acting on Tenant's behalf violates the foregoing provision by storing,
disposing, producing, using, transponing or manufacturing any toxic or hazardous waste or materials in, on or about the Leased Premises or
Center, Tenant shall indemnify, defend and hold Landlord harmless Aom any damage, claim, injury, cost or liability arising thereliom or
related thereto, including all costs of clean-up, attomeys' fees and court costs. The clean-up and disposal ofsuch waste or materials shall be
peformed by Tenant at Tenant's sole cost ard expense and shall be performed in accordaflce with all applicable laws, rulcs, regulations and
ordinances. The foregoing notwithstanding, Landlord in Landlord's sole and absolute discretion may elect, by written notice to Tenant, to
perform the clean-up and disposal ofsuch waste or materials lrom the Leased Premises and/or the Center. In such event, Tenant shall pay to
LaIIdlord the actual cost ofsame upon receipt for Landlord or Landlord's written irlvoice therefor. The terms ofthe indemnification set forth
in this Section shall survive the expiration or termination ofthis Lease.
Section 17.24 - No Waiver.
No delay or omission oflandlord to exercise any right or power shall impair any such right or power, or shail be construed to be a
waiver of any nonperfornance by Tenant or an acquiescence therein. No waiver of any nonperformarce shall be effective unless it is in
writing. No written waiver by Landlord shall be deemed to be a waiver ofany other Lease provision, or ofany subsequent breach by Tenant
ofthe same or any other provision. Landlord's consent to or approval ofany act by Tenant shall not be deemed to render unnecessary th€
procurement ofLandlord's consent to or approval ofany sequent act ofTenant, whether or not similar to the act so consented to or approved.
Scction 17.25 - Termination by Tenant
The Tenant has the right to terminate this lease, without penalty, any time only after the initial two-year term, provide Tenant has
given 180 days' advance w tten notice to the Lardlord by certified mail, retum receipt requested.
[Si gnanre page fol I ow s. ]
Tenant's Initials:Dal
€
Landlord's Initia
Page 23 of25
Exhibit A
23 of 33
Page 1857 of 4096
I\ WllNl--SS Wlll-.Rlr()F. lrn(llord an(l Ienonlharcc\ccutedthi\l-en\.tl.iofthcll\ccutirnrl)at.
Signed. \caled and deli in I.A\ l)l-()Rl): ( Ol-l.lt:R
lhc prc\.rrrc
€.Namc:
r,rtc: dx-da--_.F fl .iJ " 0 7n n't. n
t'ta*: t?) Lt / tQ-- -T
srAlr,oF trt"iA^
('orrn-ryol: 0" \\\?r'
Belitrc me. ir nola ouhlic in .rnrl for sJrr.l statc$nrl countr.\* a.[ Oos rc,(_ol\t3.ftu1lJ.ly,
lo hc hrs lree ircl 5nd J((d on hchirll ot l.InJlord.
pcmnalll appcarcd]$gft!!{l ?"nr.
l.andlord in the foregoing Leasc. *ho acknor\lcdSed thc ol thr I case
l)irtL':a-\\
l'uhlic
Angela Pruneau
NOTARY PUBUC
STATE OF FLORIDA
Comnd cG138567
Expires 82.812021
Tenant's lnitials: O.]dl.andlord's
l'age:.1 o,25 t3'
";36*_1)
Exhibit A
24 of 33
Page 1858 of 4096
Exhibit A
25 of 33
Page 1859 of 4096
,ilrlrilllr,
J..
Y-
TENANT: BOARD OF
OF COLLIER
BOARD OF
AS THT,
GOVERNING
COIJNTY
T.rurt's Initiuls: I Q-9
o
DATED
A'I"TEST:
BY:BY:
SOLIS, Chairman
ss i$l
Approved as to form and legality:\a,8\w thu
Landlord's
Page 25 of25 E
'rrr".
; '...
COM
'ISSIONERS
OF
( l.rI
asto Chairmanl
Exhibit A
26 of 33
Page 1860 of 4096
_ Exhibits to Lease Agreement between colier praza, LLC and Boarcr ofcounty
commissioners of collier county Florida, as the Governing Board of collier counfr, and
as Ex-officio as the Governing Board of the Coltier County water-sewer Districi
Datcd October 31, 2018
C;\Users\jennifcrbclpedio.lTDOM IN\AppData\LocalWicrosoft\Windorvs\Tcmporary IntemetFiles\conrent.outrook\vraNszcnrcpN -'tori* c"ri,v w"i". i"i.ffii" i*.iio-, r-ra.a"*
llPage @
Exhibit A
27 of 33
Page 1861 of 4096
EXHIBIT A
RENT TERMS
A. Tcrms
"Basc Rcnt" shall mcan two ahousand ninc hundrcd sixty s.vcn dolars and thirty six crnts ($2,967,36) pcr month calculated
based on thc amount ofsquarc footago (1,5E4 squarc fcct) lnd thc mtc per squarc foot ($22.,|8) for the initial teasc ycar.
"Commcnccmcnt Datc" shall mcan January I, 2019.
"Estimatcd op€nting Expcnse psymqrt" shal mean scvcn hundrcd sqventy seven dolla* atrd forty eight ccflts (g7zz,,rg) parmonth cslculatcd bascd or thc amount ofsquarp footagc (1,584 squarc fe€t) and thc initial operating B*penscs icer.,rl riti orfiv! dollan 8nd cighty ninc certr ($5.89) pcr squarc foot for tho proj€cted common arca mainteo-"i ,rd ,u"h arount ""adjustcd 8t thc end ofeach calcndar ycar in accordalcc with the terms and conditions of this Lease.
"Expirstion Date" shall mcao Dcccmbcr 31, 2O2l or the l6st day ofan Extended Tern
"lnitisl Escalation RatC' shall mcan zero pcrccnt (0Zo).
"lnitial Torm" shall m€an I period of two (2) yoars commcncing on the Commcncemcnt Date,
"l,eased Premiscs" sha mcan unjt 7, I 1985 collier Boulevard, Naples, FL 341 16 and consisting of 1,584 square feel
"Option Period(s)" shall mcan five Options for a one ycar poriod eaoh.
'Poss.ssion Date" shall mean January l, 20 I g.
"Tcnant's Trade Name" shall mcan Collicr Courty Wat€r & Sewer.
"Tenalfs Usc" shall mcalr omcc usc.
B. Rent Calculations
Thc Initial Rcllt shall be calculatcd as follows:
Bagc Rcnt
Esimat€d Opereting Expensc paymcrt
Applicablc Salcs Tax (6%)
Total Monthly Rent Due:
$ 2,967.36 per month
$ 777.48 per month
$ 0 per month
$ 3,7,14.84 per month
C:\Users\jcnniferbclpcdio.lTDOMAIN\AppDala\Local\ltlicrosoft\Windows\Temporary IntemctFiles\Conrent.Outlook\yt8N92CR\CPN - Co ier County Wa(er Exiibit, to i"*JiO": f _ f g.ao"*
-,Page @
Exhibit A
28 of 33
Page 1862 of 4096
No work is rcquircd.
C:\Uscrs\jcnniferbelpedio.lTDOMAIN\AppData\LocalWIicrosoIt\Windows\Tempomry lnremet
Filcs\Contcnt.Outlook\YI8N92CR\ClrN - Collicr County Water Exhibits to l_casi l0-31-l8.docx
3lPage @
EXHIBIT B
I,ANDLORD'S WORK
Exhibit A
29 of 33
Page 1863 of 4096
EXIIIBIT C
TENAI\IT'S WORK
No work,
Ci\Uscrs\jennifcrbclpcdio.ITDOMAIN\AppData\LocclWiclosoi\Wirdows\Temporart tnicmet
Fil6\Contcnt.Outlook\Yl8N92cR\CpN - Co icr County Warer Exhibirs to Leas; l0.3l"tg.docx
4lPage @
Exhibit A
30 of 33
Page 1864 of 4096
(a)
(b)
(c)
(d)
(e)
(0
(m)
(n)
EXHIBTT D
RULES AND REGULATIONS
All loading and unloading ofgoods shall b€ done only at such times, in thc arcas, and through the entranccs designated
for such purposes by Laldlord.
The delivery or shipping of merchordisc, 8oods, suppli€s and fixtuIrs to aIId from the Loascd prcmiscs shall be subjcct
to such rulcs arld rcgulstions as in ftejudgmeot oflandlord are noccssary for the propcr operation ofthe Leased premiscs
or lhc Center.
All ga6ag€ and r€fusc shall bc kept in the kind of contsincr eecificd by Landlord or duty constituted public auttority,
8nd shall be placed outsidc of the Leascd Premiscs prcparcd for collection in the manncr aod at the times and placis
specified by Landlord. Tonalt shall maintain all common loading areas and arcas adjacent to garbage rcccptacl; in ;
cl€8n manner satisfado.y to l-andlord. Should Tcnant fail to keep the arca around its garuage receptactc in a ctean
mannet as specificd by Irndlord, Landlord or its agcnts or subcoDbactors may clcan such alea and bill Tcnant for the
cost ofclcaniry plus twenty pcrcent (20%) oyerhead, to be paid upon prcsontatior ofthe bill.
Tenant will not utilizc any unethical, immoral, dishoncst or disrupiyc mcthod of business operation, nor shall any sp.ce
in the Leased Premises bc uscd for living quartcrs, who0lcr temporary or permanont.
Tenant shall have full rssponsibility for protecting the Lelscd Prcmises and the propcrty Iocatcd th.feio from theft and
rotrbery, and shall keep all doors and windows segurcly fastened when not in uso.
No cablc telcvision, speak$ systerq closed circuit tclevisior or otber similar dcvice shall be installcd without first
obtaining in each instance Latdlod's prior conscnt in w ting which shall not bo uMessonably withheld. No acrial shall
b€ er.ctcd on th9 roof or cxterior walls ofthe lrsscd Premises or on ftc grounds without, in cach instancc, lhe prior
written consent of landlord which cons€nt may bc dcnied or qualified in thc sole discretion of Landlord. ary ac'iut .o
instlllcd without such written consent shall be subjcct to removal without notice ar any time without liability tolardlord,
aIId thc cxp€flses involved in said removal shall be chsr8ed to and paid by Tcnant upon demEltd-
No loudspeakers, televisionq phonographs, radios or other deviccs shall bc used in 8 mannor so as to be heard or seen
outsidc ofthe Le€sad Premiscs without thc prior writlen consent of Landlord which consent may bc dcnied or qualified
in the sole discretion ofLandlord.
Tenant shall maintain thc insidc ofthe Leased Prcmiscs al a tcmpcraturo suflicieatly high to prevent freezing of water inpipes and ftxturcs inside the Leased Prcmiscs alld sufliciently cool !o avoid mold inside thc l,cascd prsmiscs.
The plumbing facilities shall not bc uscd for any other purposc than that fur which they arc constructed, and no foreig:r
substancc ofany kind sharr be deposited lhorcin, and the expense ofany broakage, stoppage or dnmagc rcsulting from-aviolalion ofthis provision shall be bornc by Tenant.
Tcn.nt shall not bum 8ny trash or ga6age ofany kind in or about thc Leased premises, th€ Conter, or within one mile ofthe outsidc propcrty lhcs ofthe Center.
Tenqnt $lall not cause or permit any unusualor objectiomble odors to be produ.rd upon or permcated ftom thc IrasedPremiscs, nor shall Tenart vent any cooking fumes or odors into thc intcrior ofthe building.
Tensnt shall not pcrmit (unless Terant is planning on goingolt ofbusiness), allow or cause alry public or private auctioo,"going-out'of-busincss'i, bankuptcy, distrcss, fire o; liq;idation salc in ihc ro""a p...i*. rt i, fl," i"t*i "itt"preccding semence to prevent the Tenant ftom conducting its business ir 8ny msnncr that would give the public theimprcssion that it is about to ceasc its oporatior\ and Landloid shall bc [r. *il,iag" ^ to ,"r,"t shall constitute a ,,distress-
typc" sale.
The sidcwalb cDtrarc€s, passages, quartcrs and halls shall not bc obslructcd or cncumbered by a Tenant or uscd for anypurpose other than ingress or egrcss to and from the Leased prcmises,
No sales tables, mcrchandisc disprays, signs, vending machincs, pay phoncs or other articres shalr be put in ftont oforaffixcd to any pait of the cxtcrior buildin& nor praced in the iommon ar"us, io"ruaing, but not liriil io.ii;-ia1r,
(c)
(h)
(i)
0)
(k)
0)
S)
C:\Us€rs\jonniferbdpedio.lTDOMAIN\AppData\LocalU!,(icrosoft\Windows\Temporary IntemctFi lcs\contcnt. outrook\yl8N92cR\cpN - colier cou nty warcr Exhib iir to I-o*'i o-r r - r a.oo"*
5lPage
Exhibit A
31 of 33
Page 1865 of 4096
(o)
(p)
(c)
G)
(s)
(u)
(v)
common passageways, coridors, vestibulcs or parking arcas without thc prio( written conseot ofLandlord which conscntmay bc dcnicd or qualified in ttc solc discrction ofl^ondlord.
Tenant sha.ll not ercct or maintain any barricades or scaffolding which may obscure the signq entmflces or show windows
of aoy ofter Tenant h thc Cqrter, or tend to interfcrc yith Eny such othei tenant s busincss.
Temnt shill not creatc or maintain nor allow Otha-N to crcatc or maintain, any nuisanccs, including without limiting thcforcgoing genelal languagg loud norses, sound €trccts, bright lights, changing flashing flickcringl tiglting aeviJs o.similar deviccs, smoke or dust, the effcct ofwhich wilt be visible iiom thiexterior ofthc Lcascd premises. -
Landlord rescrvos tllc ri8ht to wsivo any tule in any padicular instanco, or as to any particular person or occurrence, and
flrrthcr, Landlord rcsenes lhe right to amcnd and rescind ncw rulcs to the extent iandlord, inits sole judgmcnt, deems
suitsblo for the safety, care and cleanlincss ofthe center and lhc conduct ofhigh standards ofmerchandisin! and servicesthcrcin. Tenant agrees to conform to such new or amcndcd rules upon rccciving written notice of the same.
Landlord may iom time to time impose pa*ing rcquiroments, including thc designation of specific arcas i which
Ychicles owned by Tcnant, its officels, its officers, 6gonts, contmctors, emptoyees, servants, lasecl customcrs or invitces
or anyooo else acting on Tcnalt,s behalf must be parked. If L8ndlord shall designate such parking arcas, and if any
vehiclc ofTcnolt or pcrmittcd agent, omccr, contractor, employce, scwant, lesseg inyitce or conccs-sionaire of1'enant
is parked in any othcr portiol of the centcr, Tenant shall pay to Landlord upofl dernand thc sum of Twenty-Five;J
00/100 Dollars ($25.00) for each such vchicle for each d8y, or pan therco[, such vehiclc is so pad<ed, and Tcnant hereby
authorizes Landlord to tow or caus€ any such vchicle lo bc towcd liom thc Center, and agrccs to reimbursc Landlord foi
the cost thcreofupon demand, and to orhenvise indcmniry ad hold Lsndlord harmlcss with respect thcrcto.
No forklift, tow buck, or other powercd tcight handlinS machinc may bc uscd in tho Ccnter except in such a manner
alld in thos€ areas ofthc Ccntcr as approved by the Landlord in writiq.
No animals of any kind m8y be kept on the Leos€d Prcmiscs by Tenant or its employ€es cxcept as spccilically approved
by the Landlord in wriring.
T€nant shall k€tp the outside arcas imm€diately adjoining the Leased Prcmisos clesn and shall not burn, placc or pcrmit
any rubbish, obsuuctiol or msrrhandis€ in such ar€s.
Tenant shall rot uso or operats any machinery that, in lhe Landlord's opinion, is hamful to the Center or disturbing to
othcr tcna[ts.
Tcnaot shall comply, st its sole expense, with all recommcndatioN and rcquircmcots with rcspcct to the lrased prcmiscs
or its usc or ocanpancy, of thc insuiance underwriters snd the State of Florida, Depanment ;f Inwrance or any similarpublic or priYate body asd any govemmerttal authotity haringjurisdiction ovcr insurancc ratcs with rcspcct to tire use or
occupancy ofthe Leascd Prcmises, includin& but not limited to installing {irc extinguishers. Tcnant shall not do any actobjcctionable to the firc insurance companics whcrcby the firc iosurance or any other insurance placed on the Cintershall becorn€ void or suspcaded or wherc the Leascd Prcmises shall bc ratcd as a more hazardous risk that at thc datc\rhen Tenant .eccives possession hereundcr.
0)
(w)
:j)U::"\j."1,!,ld qgd io.Im-OMAJN\AppData\Locat\M icroson\Win dows\Tcmporary tntemetrilcs\Contcnt.Ourlook\yt8Ng2cR\CpN - Coltier Counry Warer Exhibirs ro Lea; lO-it-18_docx
6lPage (@
Exhibit A
32 of 33
Page 1866 of 4096
EXHIBIT E
SIGNAGE
. -The ccntcr has I signage code. ThQ purposc of thc code is to ensurr that ttc extcrior grophica ofthis centcr comDlimentthc wcrall.dcsiSn conccpt ofthc ccnter. All citcrior signage must be submittJ:to r-anii".a pii8, ri i"urt"ir"ri",lrrr-ji.
"*,of fabricstion 8nd installation of cach signwill.bc the isinsibility of th;i;n;. lbnant shall consult rvirh i.narl'ra',"eurai"ethe vcndor for-all.signagc. sign construction ls to bc mmptetcd in
"".ord.n." "itl, i-r," ir*..,iirJ, ir.l't"ii"'", un"i'"iitriu ,",forth in thls oxhibit as tvell as sll state, local arld applicablc codcs,
PERMITTED SIGNAGE
l. Type ofsi$s - ltmnt will be permincd one ( I ) main sigo, a fascia sign,
2. Sigtr To(t - The text for the siSns will bc limitcd to Tc.ilnt's trade namc.
3' TopograPhy ' T;nant may choosc their own topo8raphy ffi the extorior sign contingent upon approval by Landlord.
4' Lcstion & size - Thc main extcrior fascia sign shall consist of ncon illuminated plastic individual channel lctters. ThelctteB shall be mounted sbove Tomnt's storoftont on the stucco facadc. The maximum size of the lcttcrs ;;itted is24t.
5. Matcrisls End rnstalration - Thc indiyiduat channcl rettc* shal be constructcd as folrows:
. Lcttcr retums to be 4,idccp paintgrip aluminum.
. Faces to be l/8" thick flat acrylic with t,' lrim cap.
. lntcrnal illumination to be l3mm fleon tubing with 30 milliamp transformers.
' All lcttcrs shall be custom contoured channcl lcttqs flulh mounted or on raceway on thc wall arra desigmtcd
for Tenanls signage.
. All signs shall bc ffush mountcd on thc wall area designatcd by Landlord for ltnant,i signagc.
' All signs shall bc dcsigncd, constructcd 8nd installcd in acco(daqcc to mect local signage and clcctrical
codes.
6 Colors - The color ofthc 4' decp retum shall bc bronzc. Thc color ofthe trip cap shall be bronze. Thc acrylic face maybe a color sclcctcd by Tenant and approvcd by Landlord.
7. Submiuals and Approval - Tenant shall submit dctailcd dcsign drawings ofall signage to Laodlord for apDroval prior tofabrication. This submittalshall include text, layout, colors, tocation Jsignage ina-"", ",rr"*""r,rr"[[a""li.'
NON-CONFORMINC SIGNAGE
No othcr signage will bc Permitted rvithout th. prior writtcn approval oflandlord. This includ€s without limitation:
l, Rooftop signs or pylon siBns other than the Ccnter,s sign.
2. SiBns ofthe flashin& blinking, rotatin& moving, animatcd, or audible type art not pcrmifted.
3 Papcr signs, stickerq banncN or flags arc prohibitcd on lhe storc windo,ws, eithcr iltcrior or exterior, or any exteriorportion of the Ccnter.
4 Painted or printc{ signs on thc cxtcrior surfacc ofany building shsll b€ prohibited. Landlord willremove any non-conforming signagc, and lhc cost ofsuch ranoval will bc thc rcsponsibilty oftenant.
Ci\Users\jenniferbelpedio.lTDOMAIN\AppData\Local\r\4icrosofl\Windows\Tcmporary
InrcrnerFilcs\contenr.outlook\yr8Ne2cR\cpN -io,i., c;;t ,;i;;;;hiiio i" i.u.Iio_, r- re.oo"*
TlPage @
Exhibit A
33 of 33
Page 1867 of 4096