Backup Documents 12/11/2018 Item #16C 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP i 6 it
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO4
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
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Route to Addressee(s)(List in routing order) Office Initials Date
Date
1. County Attorney Office County Attorney c J'�'' 12 \kLA\\Q
2. BCC Office Board of County ',�
r_ )(
_ Commissioners 5 vk4\ >
3. Minutes and Records Clerk of Court's OfficeSOID
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PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Michael Dowl. g Phone Number 8743
Contact/ Department
Agenda Date Item was 12-11-2018 Agenda Item Number 16 C 4
Approved by the BCC
Type of Document Lease Agreement Number of Original 3
Attached Documents Attached
PO number or account
number if document is
to be recorded I'
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provide the Contact Information(Name;Agency;Address;Phone)on an atta hed sheet.
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signed by the Chairman,with the exception of most letters,must be reviewed and signed Q
by the Office of the County Attorney. OO
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should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
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8. The document was approved by the BCC on _12-11-2018 ,and all MD A is not
changes made during the meeting have been incorporated in the attached document. — i option for
The County Attorney's Office has reviewed the changes,if applicable. / .' this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for t an option for
Chairman's signature. , this line;,
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 126.05,Revised 2.24.05;Revised 11/30/12
16C4
MEMORANDUM
Date: December 17, 2018
To: Michael Dowling, Property Acquisition Specialist
Facilities Management Department
From: Martha Vergara, Sr. Deputy Clerk
Boards Minutes & Records Department
Re: Lease Agreement
Contractor: Collier Plaza, LLC
Attached are three (3) originals as referenced above (Item #16C4), approved by
the Board of County Commissioners on Tuesday, December 11, 2018.
Please forward a fully executed original to the Minutes & Records Department
to be kept as part of the Board's Official Records.
If you have any questions, please contact me at 252-7240.
Thank you.
Attachment
16C
LEASE AGREEMENT
Between
Collier Plaza,LLC
And
Board of County 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
Landlord's Initia . Tenant's Initials: G"
Page 1 of 25
16C _T
TABLE OF CONTENTS
Page
ARTICLE 1-DEFINITIONS 4
ARTICLE 2-BASIC LEASE PROVISIONS 5
Section 2.1-Leased Premises 5
Section 2.2-Lease Term 5
Section 2.3-Use of Common Areas 5
Section 2.4-Renewal Options 6
ARTICLE 3-RENT 6
Section 3.1-Base Rent 6
Section 3.2-Operating Expense 7
Section 3.3-Late Payment Penalty 7
Section 3.4-Returned Check Fee 8
Section 3.5-Additional Rent Payment 8
Section 3.6-Address for Payments 8
Section 3.7-Financial Statements 8
ARTICLE 4-CONSTRUCTION OF LEASED PREMISES 8
Section 4.1-Landlord's Work 8
Section 4.2-Landlord's Failure to Deliver Possession 9
Section 4.3-Tenant's Work 9
Section 4.4-Tenant's Acceptance of Leased Premises 9
Section 4.5-Tenant's Failure to Operate Business 9
Section 4.6-Landlord's Changes and Additions to the Center 9
Section 4.7-Impact,Licensing and Permitting Fees and Assessments... 10
ARTICLE 5-CONDUCT OF BUSINESS BY TENANT 10
Section 5.1-Use of Premises 10
Section 5.2-Orderly Operation of Business 10
Section 5.3-Payment of Utilities 10
Section 5.4-Waste or Nuisance 10
Section 5.5-Governmental Regulations 11
Section 5.6-No Solicitation of Business 11
Section 5.7-Trash Management 11
Section 5.8-Rules and Regulations 11
ARTICLE 6-SECURITY DEPOSIT 11
Section 6.1-Payment of Security Deposit 11
Section 6.2-Use and Return of Deposit 12
Section 6.3-Transfer of Deposit 12
ARTICLE 7-ALTERATIONS AND SIGNS 12
Section 7.1-Tenant's Installations 12
Section 7.2-Tenant's Responsibilities 12
Section 7.3-Restrictions on Signs,Awnings and Canopies 13
Section 7.4-Prohibition on Mechanics'Liens 13
Section 7.5-Americans with Disabilities Act of 1990 13
ARTICLE 8-REPAIRS AND MAINTENANCE OF LEASED PREMISES 13
Section 8.1-Landlord's Responsibilities 13
Section 8.2-Tenant's Responsibilities 14
Section 8.3-Tenant's Surrender of Premises 14
ARTICLE 9-INSURANCE AND INDEMNIFICATION 14
Section 9.1-Insurance and Liability 14
Section 9.2-Intentionally Deleted 15
Section 9.3-Intentionally Deleted 16
Section 9.4-Waiver of Subrogation 16
Section 9.5-Requirement to Cure 16
ARTICLE 10-ATTORNMENT AND SUBORDINATION 16
Section 10.1-Attornment 16
Section 10.2-Subordination 16
Section 10.3-Tenant Certification 17
Landlord's Initi . Tenant's Initials: &`(h3
Page 2 of 25
C 4
ARTICLE 11-ASSIGNMENT AND SUBLETTING 17
Section 11.1-Assignment 17
Section 11.2-Subletting 17
ARTICLE 12-DAMAGE,DESTRUCTION AND CONDEMNATION 17
Section 12.1-Damage or Destruction 17
Section 12.2-Condemnation 18
ARTICLE 13-DEFAULT 19
Section 13.1-Events of Default and Cure Period 19
Section 13.2-Landlord's Rights on Default 19
Section 13.3-No Waiver 20
Section 13.4-Expenses of Enforcement 20
Section 13.5-Legal Expenses 20
ARTICLE 14-ACCESS AND QUIET ENJOYMENT 20
Section 14.1-Right of Entry 21
Section 14.2-Landlord's Covenant 21
ARTICLE 15-TENANT'S PROPERTY 21
Section 15.1-Taxes on Leasehold or Personal Property 21
Section 15.2-Loss and Damage 21
ARTICLE 16-HOLDING OVER AND SUCCESSORS 21
Section 16.1-Holding Over 21
Section 16.2-Successors 21
ARTICLE 17-MISCELLANEOUS 22
Section 17.1-Accord and Satisfaction 22
Section 17.2-Entire Agreement 22
Section 17.3-No Partnership.... 22
Section 17.4-Notices 22
Section 17.5-Captions and Section Numbers 22
Section 17.6-Use of Pronoun and Definition 22
Section 17.7-Brokerage Commissions 22
Section 17.8-Partial Invalidity 23
Section 17.9-No Option 23
Section 17.10-Recording 23
Section 17.11-Liability of Landlord 23
Section 17.12-Bankruptcy 23
Section 17.13-Attachments Incorporated. , 24
Section 17.14-Relocation 24
Section 17.15-Radon 24
Section 17.16-Applicable Law 24
Section 17.17-Time Is of the Essence 24
Section 17.18-Cumulative Rights 24
Section 17.19-Force Majeure 24
Section 17.20-Right to Lease 24
Section 17.21-Center Name Use 24
Section 17.22-Impartial Interpretation 25
Section 17.23-Hazardous Materials 25
Section 17.24-No Waiver 25
Section 17.25- Termination by Tenant 25
EXHIBITS
A. RENT TERMS
B. LANDLORD'S WORK
C. TENANT'S WORK
D. RULES AND REGULATIONS
E. SIGNAGE
THE SUBMISSION OF THIS DOCUMENT FOR EXAMINATION AND NEGOTIATION DOES NOT CONSTITUTE AN
OFFER TO LEASE, OR A RESERVATION OF, OR OPTION FOR THE LEASED PREMISES; THIS DOCUMENT
BECOMES EFFECTIVE AND BINDING ONLY UPON EXECUTION AND DELIVERY HEREOF BY LANDLORD. NO
ACT OR OMISSION OF ANY EMPLOYEE OR AGENT OF LANDLORD OR OF LANDLORD'S BROKER SHALL
ALTER,CHANGE OR MODIFY ANY OF THE PROVISIONS HEREOF.
Landlord's Initials: Tenant's4cnitiais: o4 C
Page 3 of 25
16C 4
LEASE AGREEMENT
This Lease Agreement("Lease") is entered into by and between Collier Plaza,LLC with an address at do East West Real Estate,
12001 Glen Road,Potomac,MD 20854("Landlord")and the Board of County 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 with an address at do Real
Property Management,3335 East Tamiami Trail, Suite 101,Naples,Florida 34112("Tenant")dated as of October 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 after 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:
ARTICLE 1
DEFINITIONS
The following terms shall have the following meanings as set forth below.
1.1 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(6%)or as adjusted by law or regulation.
1.3 The term"Base Rent"shall mean the amount set forth in Exhibit A or the amount determined in accordance with Section
2.4,as applicable and as adjusted from time to time as set forth in this Lease.
1.4 The term"Center"shall mean the shopping center constructed on the Land and known as"Collier Plaza".
1.5 The term"Commencement Date"shall have the meaning set forth in Exhibit A.
1.6 The term "Common Areas" shall mean all facilities furnished by Landlord in the Center which are 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 furnished by Landlord:parking areas,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 stairways, comfort stations,bus stops,taxi stands,and other similar public facilities and any other
common area made available by Landlord.
1.7 The term"Common Area Maintenance Charges"shall have the meaning set forth in Section 3.2.
1.8 The term"Estimated Operating Expense Payment"shall have the meaning set forth in Exhibit A.
1.9 The term"Execution Date"shall have the meaning set forth in the introductory paragraph.
1.10 The term "Extended Term" shall mean, with respect to an Option that is exercised, the period from the date of the
commencement of an Option Period to the date of expiration of an Option Period.
1.11 The term"Expiration Date"shall have the meaning set forth in Exhibit A.
1.12 [Intentionally Deleted]
1.13 The term"Initial Escalation Rate"shall have the meaning set forth in Exhibit A.
1.14 The term"Initial Term"shall have the meaning set forth in Exhibit A.
1.15 The term "Insurance Premiums" shall mean all premiums, fees and other charges paid by Landlord with respect to any
insurance 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.
1.16 The term"Land"shall mean the land located at 11935-11985 Collier Boulevard,Naples,FL 33116.
Landlord's Initials: Tenant's Initials:si.o.,(3
(.9
Page 4 of 25
16C 4
1.17 The term"Landlord"shall have the meaning set forth in the introductory paragraph.
1.18 The term "Lease Year" shall mean each consecutive 12-month period during the Lease Term, commencing on the
Commencement Date.
1.19 The term"Leased Premises"shall have the meaning 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"of the Center shall have the meaning set forth 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 Taxes"shall mean all real estate taxes and special and extraordinary assessments or similar charges
which may be levied or assessed by any state, local or federal tax authority or other governmental agency against the Land, buildings and
other improvements comprising the Center,including,without limitation,all costs and fees incurred by Landlord in contesting the imposition
or amount of any such taxes or assessments. If any state, local or federal tax authority or other governmental agency, acting under any
present or future law,ordinance or regulation,levies,assessor imposed tax,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 tax thereon or otherwise, then such substituted or additional tax, excise or assessment shall be deemed included in
"Real Estate 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 of Operating 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 Deposit"shall have the meaning 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 of which
is the net rentable square feet of space contained within the Leased Premises and the denominator of which is a total net rentable square feet
of space contained within the entire Center.
1.31 The term"Tenant's Trade Name"shall have the meaning set forth in Exhibit A.
1.32 The term"Tenant's Use"shall have the meaning set forth in Exhibit A.
ARTICLE 2
BASIC LEASE PROVISIONS
Section 2.1-Leased Premises.
In consideration of the rents,covenants and agreements reserved and contained in this Lease,Landlord hereby leases to Tenant,and
Tenant leases from Landlord,the Leased Premises. This Lease is subject to and restricted by the terms, covenants, conditions, restrictions
and easements herein set forth or recorded against the property upon which the Leased Premises are located. Tenant covenants as a material
part of the consideration of this Lease to keep and perform each and all of such terms,covenants,conditions,restrictions and easements.The
terms and provisions of this Lease shall be binding upon Tenant as of the Execution Date. Upon the execution and delivery of this 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.
Landlord's Initials: Tenant's Initials: }C i^-10
Page 5 of 25
16C 4
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 of Florida's performance and obligation
to pay under this contract is contingent upon an annual appropriation by the Legislature.
Section 2.3-Use 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,of the Common Areas. The Common Areas shall at all times be subject to the exclusive control and management of Landlord,
and Landlord shall have the right from time to time: (i)to change the area, level, location and arrangement of such Common Areas; (ii)to
restrict parking by tenants and their employees to designated employee parking areas; 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 right of access,use or enjoyment of the Common Areas. 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 Areas 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 of Rent,nor shall such change or restriction be deemed a constructive or actual eviction of Tenant.
Section 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 Term or Extended Term of this Lease, provided that Tenant has not been in
default under the Lease during the term of the Lease and does not go into default before the Extended Term commences. Tenant shall
provide notice of intent to exercise an Option to Landlord at least ninety days(90)days prior to the expiration of the Initial Term or Extended
Term of this 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 demand,on the first day of each calendar month during the Lease Term. The Base
Rent during the Initial Term shall be adjusted by the Initial Escalation Rate annually on each anniversary of the Commencement Date. The
Base Rent during an Extended Term shall be adjusted by the Renewal Escalation Rate annually on each anniversary of the Commencement
Date.
Section 3.2-Operating Expenses.
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 of all Operating Expenses for the Center on the Commencement Date and throughout the Lease Term.
The term "Operating Expenses" shall mean all of the Center's Common Area Maintenance Charges, Real Estate Taxes and Insurance
Premiums. The term"Common Area Maintenance Charges"shall mean all costs and expenses of every kind and nature whatsoever paid or
incurred by Landlord,its officers,agents,employees,servants or anyone else acting on Tenant's behalf or any other person hired by Landlord
with respect to the operation,maintenance, management, equipping,repairing, replacing, constructing or reconstructing the Center in a first
class manner and condition comparable to similar shopping centers in the Naples, FL area. Common 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, lighting fixtures (including the cost of light bulbs and ballasts and maintaining the electrical current) and
HVAC units and systems;(b)utilities serving the Common Areas and/or all tenants(including electricity,water,and sewer service,telephone
service, and taxes thereon); (c) trash, rubbish, garbage and other refuse removal; (d) irrigation (including the cost of water); (e) security
services; (f) salaries and related costs (including fringe benefits, payroll 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 construction management fees(including without limitation,such fees paid to any affiliate of Landlord);
(i)reasonable owner's management fees;(j)painting and repainting of Common Areas;(k) installation of cost-saving utility devices; (1)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 governmental law or regulation after the date of the execution of this Lease; and (m) annual capital improvement
(including replacing the HVAC units and system) cost allocation in the amount being amortized based on reasonably estimated life
expectancy but no longer than ten years.
Landlord's Initials: Tenant's Initials:
Page 6 of 25
16C 4
Tenant's Proportionate Share of such 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 of deduction 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 subtractions made to the Center by Landlord. Any such change in Tenant's
Proportionate Share shall be effective immediately upon Tenant's receipt of notice from Landlord as to such change.
The monthly Estimated Operating Expense Payment shall be subject to change and shall be adjusted based upon Landlord's
estimate of such Operating Expenses for each upcoming calendar year. Landlord shall notify 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 of a calendar year,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 after 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.
If at the end of a calendar year,the actual Operating Expenses for the Center are less than the Landlord's estimate thereof,then the
excess paid by Tenant shall be a credit to the next year's Estimated Operating Expense Payment.
At the written request of the Tenant,after receipt of the notice set forth above,Landlord shall deliver to Tenant a written statement
showing the actual Operating Expenses 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 from 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 from
Tenant in accordance with this clause.
In addition, on or about the Expiration Date of this Lease, Landlord shall review the actual Operating Expenses of the Center for
the last Lease Year,and if the amount of the total monthly Estimated Operating Expenses Payments made by Tenant during such Lease Year
is less than Tenant's Proportionate Share of the Actual Operating Expenses for such period,then Tenant shall pay the deficiency to Landlord
within 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 return 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 of the Actual Operating Expenses for
such period,then Landlord shall pay the excess to Tenant within ten(10)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 contemplated 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 of any 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(5%) of the
amount due,provided that such amount will not exceed the maximum rate permitted by law,plus any attorneys'fees incurred by Landlord by
reason of Tenant's failure to pay Rent and/or other charges when due hereunder. In addition,if any installment of Rent or any other sum due
from Tenant shall not be received by Landlord or Landlord's designee within fifteen (15) days after it was due, then Tenant shall pay to
Landlord a second late charge equal to ten percent(10%) of the amount due,provided that such amount will not exceed the maximum rate
permitted by law, plus any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other charges when due
hereunder. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by
reason of the late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.
Landlord, in Landlord's sole,absolute and arbitrary discretion,may impose,waive or delay the imposition of any late charge when due from
Tenant. Should Landlord 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 CERTIFY
THAT THIS SECTION 3.3 HAS BEEN FREELY NEGOTIATED.
Section 3.4-Returned Check Fee.
In the event that any payment made by Tenant shall be returned by the bank 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
this Lease to be made by cashier's check,cash,or wire transfer.
Landlord's Initia s: Tenant's Initials: %-CU
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16C 4
Section 3.5-Additional Rent.
Any 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".
If such sums or charges are not paid at the time provided in this Lease,they shall nevertheless,if not 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 anything to the contrary
contained herein,any and all sums of money or other charges required to be paid by Tenant under this Lease shall be considered Additional
Rent. Any Applicable Sales Tax shall be paid with the Additional Rent payable to Landlord hereunder.
Section 3.6-Address for Payments.
All payments under this Article IV shall be sent to:
Collier Plaza,LLC
do East West Real Estate,LLC
12001 Glen Road
Potomac,MD 20854
Section 3.7-Financial Statements.
In the event that Tenant 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 Guarantor shall provide Landlord,within ten(10)days after Landlord's request,their most current financial statement
or profit/loss statement which covers the period of the late or insufficient rent payments and thereafter shall provide financial statements or
profit/loss statements on a quarterly basis.In addition,on an annual basis prior to the end of the first quarter of each calendar year during the
Lease Term,Tenant shall provide its most recent financial statement for the prior year or the profit/loss statement for the prior year.
ARTICLE 4
CONSTRUCTION OF LEASED PREMISES
Section 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-Landlord's Failure to Deliver Possession.
Failure of Landlord to deliver possession of the Leased Premises within the time(if specified)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 month that
Landlord is late to deliver possession of the Leased Premises, Landlord shall return to Tenant the proportionate amount of Rent paid by
Tenant.
Section 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 of Tenant's work,Tenant shall furnish to Landlord two (2) complete sets of
plans and specifications for Tenant's Work(signed and sealed by a registered Florida architect,if required by applicable zoning laws). Such
plans and specifications shall show the layout, fixturing, interior finish and storefront plans for the Leased Premises and any other work or
equipment to be done or installed by Tenant affecting any structural, 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 withheld. All of Tenant's Work shall be performed
by a licensed and insured contractor in a good and workmanlike manner and shall be free from all defects in workmanship and materials.
Tenant further agrees to open for business as soon as possible after substantial completion of Tenant's Work.
Section 4.4-Tenant's Acceptance of Leased 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 in its existing condition. In such event,no repair work, alterations or remodeling of the Leased
Premises shall be required to be done by Landlord as a condition of this Lease or otherwise.
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B. If work is required to be performed by Landlord 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 of this Lease,continuously,actively and diligently operate its business at the Leased Premises in
a high grade and reputable manner, during business hours(unless prevented from doing so by fire, strikes or other causes beyond Tenant's
reasonable control). Tenant's display windows shall remain lighted from 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 of God or other force majeure events;or(d)consented to by Landlord shall be exempted from
the provisions of this paragraph requiring that Tenant be opened for business. In the event that Tenant 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 reserves the right, at any time from and after the Effective Date of this Lease: (i)to construct additional buildings or improvements
adjoining the building in which the Leased Premises are contained; (ii) to demolish any buildings or improvements (or parts thereof)
contained within the Center or otherwise decrease the existing size of the Center;(iii)to add additional parcels to or subtract existing parcels
from 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 of the Center;(vi)to build additional
stories on any building contained within the Center;and(vii)to install or otherwise affix individual meters for each unit. Tenant shall fully
cooperate with Landlord so as to permit Landlord to affect any of the above described changes to the Center. Any such changes to the Center
shall be taken into consideration in computing Tenant's Proportionate Share and the Operating Expenses of the Center.
Section 4.7-Impact,Licensing,and Permitting Fees and Assessments.
Landlord has previously paid impact, licensing and permitting fees due in connection with the development of the Center. Tenant
shall be solely responsible for payment of any impact fees, permit fees, occupational licenses, use fees, and similar governmental or
regulatory fees or impositions associated with the Tenant's Use or Tenant's Work.
Prior to Tenant filing any documents with the County,Tenant shall provide a copy of such documents for Landlord's review and
comment.
ARTICLE 5
CONDUCT OF BUSINESS BY TENANT
Section 5.1-Use of Premises.
Tenant shall use the Leased Premises solely for the Tenant's Use and for no other purpose whatsoever, without prior written
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 of the Center as set forth in Exhibit D hereof,as the same may be amended by Landlord from time to time,or in violation of the
laws, rules and regulations of the United States of America,the State of Florida, or the ordinances, regulations or requirements of the local,
municipal or county governing bodies or any other lawful governmental or quasi-governmental authorities having jurisdiction over the
Center,or in violation of any regulations of any insurance carrier providing insurance for the Leased Premises or Center.
Without limitation of the foregoing,Tenant shall not use the Leased Premises for any unlawful, immoral or unsafe purpose or for
the storage or use of hazardous materials. Tenant further 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 of any fire or other
insurance on the Leased Premises or Center. Tenant further agrees not to use or permit the use of the Leased Premises,the Common Areas or
any portion or portions thereof:(i)for the conduct of any offensive,noisy or dangerous trade,business manufacturing activity or occupation;
(ii)for the maintenance of any nuisance or the conduct of any activity which violates public policy;(iii)for any activity which physically and
substantially interferes with,the other property of Landlord or its business,or the property or business of any other occupant of the Center;or
(iv)for any other unreasonable use of the Leased Premises not compatible with the operation of a first-class retail and commercial shopping
center.
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Section 5.2-Orderly Operation of Business.
Tenant shall not perform any acts or carry on any practices in or about the Leased Premises which may damage or adversely affect
the structural condition,financial profitability or reputation of the 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 of any part of the Insurance Premiums.
Section 5.3-Payment for Utilities.
Tenant shall be solely responsible for and shall promptly pay all charges for water, sewage, gas, electricity,trash removal or any
other utility used in conjunction with or consumed in the Leased Premises(including deposits). If Landlord 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. If Landlord 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 install any equipment in or about the Leased Premises which will exceed or overload the
capacity of any utility facility serving the Leased Premises and the Center,without first obtaining the written consent thereto of Landlord. In
the event that Landlord determines to install sub-meters for any utility,Tenant shall pay to Landlord, Landlord's cost and expenses for the
installation of the 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 of any other tenant in the Center.
Section 5.5-Governmental Regulations.
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 of all governmental authorities,now in force or which may hereafter be in force,pertaining
to the Leased Premises. Tenant shall faithfully observe in its use and occupancy of the Leased Premises all municipal and county ordinances,
state and federal statutes,laws,rules,regulations or other applicable requirements,subdivision restrictions 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 of Business.
Tenant and Tenant's officers, agents, contractors, employees, servants or anyone else acting on Tenant's behalf shall not solicit
business in the Center's parking areas or other Common Areas, nor shall Tenant distribute any handbills or other advertising matter on
automobiles parked in the Center's parking areas or other Common Area unless Tenant obtains the prior written consent of Landlord.
Section 5.7-Trash Management.
Tenant shall be responsible and pay for the moving of its trash from the Leased Premises to the commercial trash containers
provided by Landlord located in the trash corral(s) in a clean and orderly manner. Tenant shall not dump, incinerate or bum any trash or
toxic waste in or about the Leased Premises. Landlord 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 judgment,Tenant's use of the Leased Premises results
in extraordinary trash removal needs over and above the needs of the normal professional office or retail tenant,Tenant shall pay the entire
charge for any extra trash removal facilities or services so required. Any commercial dumpster provided by the Tenant's contractor related to
Tenant's Work or Tenant's alterations, decorations, additions and improvements authorized by Landlord shall be placed as directed by the
Landlord and shall be removed promptly or at such time as directed by Landlord. Tenant shall be responsible for the proper disposal of all
medical waste.
Section 5.8-Rules and Regulations.
Tenant's use of the Leased Premises and the Common Areas shall be subject to such rules and regulations as shall be promulgated
from 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 modify such Rules and Regulations from time to time during the Lease Term;provided,however,
that no such modification of the Rules and Regulations shall be directly inconsistent with the provisions of this Lease.
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ARTICLE 6
SECURITY DEPOSIT
[Intentionally Deleted]
ARTICLE 7
ALTERATIONS AND SIGNS
Section 7.1-Tenant's Installations.
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, exterior 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
warrant to Tenant that the applicable governmental 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 and 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 amount adequate to cover 100%of the cost of
replacement of all such alterations,decorations,additions or improvements in or about the Leased Premises in the event of extended 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(10)days
prior written notice of the cancellation or modification thereof. Such alterations, decorations, additions and improvements shall not be
removed from the Leased Premises,without the prior written consent of Landlord,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 thereof in accordance with the terms of this Lease),Landlord shall have the option to require Tenant to leave all such alterations,
decorations, additions and 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, decorations, additions and
improvements and to restore the Leased Premises, then all such alterations, decorations, additions and improvements shall become the
property of Landlord and,in such event,if Landlord 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 from 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 of the 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 of the Leased Premises any sign,
awning, canopy or other advertising matter or other thing of any kind whatsoever, and Tenant shall not place or maintain any decoration,
letter or advertising matter on the glass of any window or door,nor shall Tenant place any illuminated sign in the window display area of the
Leased Premises,without first obtaining the Landlord'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 shall, at its sole cost and expense, change any sign, awning, canopy,
decoration, lettering, advertising matter or other thing theretofore erected or maintained by Tenant so as to conform to the design and
materials of the new facade of the Center. Tenant shall fully comply with the obligations placed upon it under the immediately preceding
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,modify and/or repair the facade of the Center at any time without incurring any liability to Tenant
for said acts. In the event it is necessary for Tenant's sign to be removed in order to complete such work,Tenant shall remove and reinstall
its sign as requested by Landlord at Tenant's sole cost and expense.
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Section 7.4-Prohibition on Mechanics'Liens.
This Lease strictly forbids the filing of any liens whatsoever by any contractor,subcontractor,material men,laborer or other person
for any 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 of lease recorded in the public records of the county in which the Center is located. The purpose of this section is
to expressly exculpate and insulate Landlord from any liability whatsoever for the cost of any such work performed by or at the request of
Tenant. The interest of Landlord 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 lien filed against the Leased Premises or the Center in violation of this Section to be released and discharged
within ten(10)days after Landlord's written demand therefore and Tenant shall indemnify and hold Landlord harmless from and against any
such lien and any cost, damages, charges and expenses incurred in connection with any such lien, including, without limitation, attorneys'
fees.
Nothing contained in this Section or the Lease,shall authorize Tenant to do any act which may create or be the foundation for any
lien,mortgage or other encumbrance upon the reservation or other estate of Landlord, or of any interest of Landlord in 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 materials to be furnished 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 furnished to the Leased Premises or any part thereof. Tenant shall,upon request of Landlord,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 and keep posted at all reasonable times on the Leased Premises any notices which Landlord shall be required so to post for the
protection of Landlord and the Leased Premises from any such lien. Tenant agrees to promptly execute such instruments in recordable form
in accordance with the terms and provisions of Florida 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 furnishing labor and materials to the Leased Premises, or any part thereof.
Tenant shall promptly pay all contractors, laborers and persons furnishing labor and materials to the Leased Premises, and ensure prompt
payment of any subcontractors furnishing labor and materials to the Leased Premises. Tenant shall inform every service or material provider
of the foregoing provisions prior to contracting with any of them for goods or services.
If Tenant shall desire to contest any claim of lien,or if any such lien is actually filed against the Leased Premises or Center,Tenant
shall furnish 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 any amount is entered,Tenant shall promptly pay and satisfy the same,together with any
and all costs incurred by the lien claimant,and attorneys'fees,if so provided in the judgment.
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 Landlord the other party notice thereof.
Section 7.5-American's with Disabilities Act of 1990.
Tenant shall fully comply with the provisions set forth under the American's with Disabilities Act("ADA")signed into law on July
26, 1990. It is Tenant's responsibility to provide access to all facilities under Tenant's control. Tenant, at Tenant's expense, shall be
responsible for complying with non-structural requirements with regard to the interior of the 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 of the 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 force,which shall impose any duty upon Landlord with respect to the use,occupation or
alteration of the Leased Premises including, but not limit to, requirements of the "ADA". Tenant agrees to indemnify and hold Landlord
harmless from and against any penalty, damage or charge imposed for any violation by Tenant, its officers, agents, contractors, employees,
servants, lessees, 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.
ARTICLE 8
REPAIRS AND MAINTENANCE OF LEASED PREMISES
Section 8.1-Landlord's Responsibilities.
Landlord agrees to repair and maintain in good order and condition the Common Areas, the roof, roof drains, outside walls,
foundation and structural portions(both interior and exterior)of the 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 of broken plate or window glass(except in case of damage by fire or other casualty
covered by Landlord's fire and extended coverage policy); (ii) repair of damage caused by Tenant, its officers, agents, contractors,
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employees,servants,lessees, invitees,employees,customers or invitees or anyone else acting on Tenant's behalf;(iii)interior repainting and
redecoration; (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 repairs, nor shall Landlord be liable for damages or
injuries arising from defective workmanship or materials in making any such repairs. Except as expressly provided in this Section,Landlord
shall not be obligated or required to make any other repairs to the Leased Premises and all other portions of the Leased Premises shall be kept
in good repair and condition by and at the sole cost and expense of Tenant. Landlord may use any amount in the general reserve described in
Section 3.2 for any of Landlord's obligations under this Section or otherwise in this Agreement as Landlord may determine in its sole
discretion.
Section 8.2-Tenant's Responsibilities.
Without limiting the generality of the 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.
Tenant,its employees, its officers, agents,contractors, employees, servants, lessees or anyone else acting on Tenant's behalf, shall
not mark, 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
all janitorial and cleaning services within the Leased Premises in order to 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 after its receipt of written notice from Landlord that such repairs or
maintenance are so required(except in the case of any such repairs or maintenance which constitute an emergency to the structural integrity
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
reason thereof and, within ten(10) days after the completion thereof and upon Landlord's presentation of a bill therefore, Tenant shall pay
Landlord's cost of making such repairs, plus twenty percent(20%)for overhead, 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%)of the bill.
If Landlord undertakes any maintenance or repair work in the course of which it shall be determined that such maintenance or
repair work is made necessary by the negligence or willful act or omission of Tenant 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 terms of
this Lease,the responsibility of Tenant, 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%)of
the bill.
Section 8.3-Surrender of Premises.
Upon the termination of Tenant's rights of possession under this Lease(whether as a result of the expiration of the Lease Term or
any sooner termination thereof in accordance with the terms of the Lease), Tenant shall immediately surrender the Leased Premises to
Landlord in the same condition and state of repair as the Leased Premises were in upon delivery of possession thereof to Tenant under this
Lease,reasonable wear and tear excepted. Tenant shall also thereupon surrender all keys for the Leased Premises to Landlord. Tenant shall
remove all its fixtures and any alterations, 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 perform this covenant shall survive the termination of this Lease and Tenant's rights of possession
thereunder.
ARTICLE 9
INSURANCE AND INDEMNIFICATION
Section 9.1—Insurance and Indemnification
Subject to the limitations of Section 768.28, Florida Statues, LESSEE shall indemnify and save harmless the LESSOR from and
against any and all claims, actions and suits, and from and against any and all losses, damages, costs, charges, reasonable attorneys' fees,
payments,expenses and liabilities which LESSOR may sustain or incur to the extent arising from the negligent act or negligent omission of
LESSEE or its agents,contractors or employees.
LESSOR shall indemnify and save harmless the LESSEE from and against any and all claims, actions and suits, and from and
against any and all losses,damages,costs,charges,reasonable attorneys'fees,payments,expenses and liabilities which LESSEE may sustain
or incur due to the sole negligent act or negligent omission of LESSOR.
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LESSEE shall maintain during the course of this 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 of not less than One Million and 00/100 Dollars($1,000,000.00)combined single limits.
If LESSEE falls under 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 of One 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 damage to their respective property(including, but not limited to, the Demised
Premises)arising from fire,smoke damage,windstorm,hail,vandalism,theft,malicious mischief and any of the other perils normally insured
against in an"all risk" of physical loss policy, regardless of whether insurance against those perils is in effect with respect to such parry's
property and regardless of the 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
interruption insurance coverage should LESSEE desire to provide coverage for such risk.
Section 9.2 [Intentionally Deleted]
Section 9.3—[Intentionally Deleted]
Section 9.4-Waiver 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 carrier,unless said waiver invalidates any such insurance policy.
Any insurance 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 express waiver of any right of subrogation by the insurance company against the Landlord or
Tenant,as the case may be.
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 terminated for any reason
whatsoever. In the event Landlord receives notice from an insurance carrier (i) that any policy has not been renewed, or (ii) that any
premium has not been paid, or (iii) 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 going to be altered in any 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. Landlord 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 of all sums due hereunder.
ARTICLE 10
ATTORNMENT AND SUBORDINATION
Section 10.1-Attornment.
If any proceedings are brought for the foreclosure of or the exercise of the power of sale under any mortgage made by the Landlord
covering the Leased Premises or if a deed is given in lieu of foreclosure of any such mortgage,then,in any such event,Tenant shall attorn 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.
Section 10.2-Subordination.
Tenant agrees that its rights hereunder are subordinate to the lien of any mortgage,ground lease or any other method of financing
or refinancing now or hereafter placed against the Center(or any portion thereof) by Landlord and to any and all renewals, replacements,
consolidations and extensions thereof. This paragraph shall be self-operative and no further instrument 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
other party to any financing or refinancing may reasonably request Tenant to enter into and execute, including a subordination, non-
disturbance and attornment agreement. 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
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executed within fifteen (15) days of presentation. Tenant agrees that it will send copies of all notices to Landlord and to Landlord's
mortgagees, ground lessor and other parties to any financing or refinancing of the Center, provided that Tenant shall have been furnished
with the names and addresses of such 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 of such notices.
Section 10.3-Tenant Certification.
Tenant 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 of the Center or the
Land, a written statement certifying,the truth of various facts concerning 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 forth in the written
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 of its 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 that Tenant has no claims or defenses to enforcement of the Lease; (iv) confirmation as to the Initial Term, the
Extended Term,if any,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 successors and assigns. Furthermore,at the request
of Landlord or of any of Landlord's mortgagees or prospective purchasers,Tenant shall agree in 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 of the terms 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
of Landlord until Tenant shall have given written forty five(45)days' notice of such act or omission to Landlord's mortgagee or prospective
purchaser and an opportunity to cure such default within such period.
ARTICLE 11
ASSIGNMENT AND SUBLETTING
Section 11.1-Assignment.
Tenant shall not assign, mortgage, pledge or encumber this Lease or any interest therein, without first obtaining the prior written
consent of Landlord, 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 of Tenant of more than ten percent(10%)over the Lease Term shall be
deemed an assignment or transfer of this Lease requiring Landlord's prior written consent thereto. In no event may Tenant assign this Lease
or sublet the whole or any part of the Leased Premises prior to the completion of Tenant's Work and the issuance of a certificate of occupancy
for the Leased Premises.
Section 11.2-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 operation of law or otherwise), without first obtaining the prior
written consent of Landlord,which consent shall not be unreasonably withheld.Notwithstanding any such subletting,licensing or granting of
a concession made with the prior written consent of the Landlord as aforesaid,Tenant shall nevertheless remain liable for the performance of
all of the terms, conditions and covenants of this Lease. Tenant shall pay all costs and expenses incurred or suffered by Landlord in
connection with any sublease which in no event shall be less than one thousand dollars($1,000).
ARTICLE 12
DAMAGE,DESTRUCTION AND CONDEMNATION
Section 12.1-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. If the Leased Premises are damaged by fire or any other casualty,then this Lease shall continue in full force and effect,except as
otherwise expressly provided herein. If Landlord's estimate of the cost to repair the damage caused by any such casualty is less than 50%of
the cost of replacement of the 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 Tenant,
its subtenants or concessionaires,or their respective agents or employees;and(ii)Landlord shall not be obligated to expend for such repair an
amount in excess of the insurance proceeds received by Landlord as a result of the occurrence of such casualty which is free and clear to
Landlord of any collection by any mortgagee, ground or underlying lessor or other party to any financing or refinancing of the Center; and
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(iii)in no event shall Landlord be required to replace Tenant's stock in trade,fixtures,furniture,furnishings,floor coverings or equipment or
any alterations,decorations,additions or improvements made by Tenant.
Notwithstanding anything 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 occurrence of any casualty if any of the 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 of the cost to repair the Leased Premises is 50%or more of the cost of replacement of the Leased Premises;(iii)Landlord's estimate
of the cost to repair the building in which the Leased Premises are contained is 25%or more of the 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 25% of the aggregate cost of
replacement of such buildings;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 of its reasonable discretion)during the last 24 months of the Lease Term.
If any such casualty renders the Leased Premises untenantable,in whole or in part,and if the casualty shall not have been due to the
negligence or willful act or omission of Tenant,its officers,agents,contractors,employees,servants,lessees,customers or invitees or anyone
else acting on Tenant's behalf,then a proportionate abatement of the Rent shall be allowed from the date when the casualty occurred until the
date Landlord completes the repairing or rebuilding of the Leased Premises. Such proportionate abatement shall be computed on the basis of
the relation which the net rentable square feet of the 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 occurrence of
any such casualty shall be made by Landlord in the exercise of its reasonable discretion. Notwithstanding anything to the contrary contained
herein, the occurrence of a casualty shall not result in any abatement whatsoever of Tenant's obligation to pay Rent, except as provided
above.
If Landlord is required or elects to repair the Leased Premises as herein provided,Tenant shall repair or replace its stock in trade,
fixtures, furniture, furnishings, floor coverings and equipment and any alterations, decorations, additions or improvements made by Tenant,
and if Tenant has closed for business, Tenant shall promptly reopen for business upon the completion of such repairs. Notwithstanding
anything to the contrary contained herein, no damage to the Leased Premises or the Center shall entitle Tenant to terminate this Lease or
surrender possession of the Leased Premises,nor shall any such damage affect Tenant's liability for the payment of Rent or the performance
of any other covenant contained herein, except as may be specifically provided in this Lease. Notwithstanding anything 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,if the damage is a result of the occurrence of a casualty which is not covered by Landlord's insurance policies.
Section 12.2-Condemnation.
If 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 of the date of the vesting of title thereto in such authority, and Landlord and
Tenant shall thereupon be released 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 25%of the net rentable square feet of space 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.
If such partial taking is not so extensive as to render the part of the 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 that the net rentable square feet of space
contained in the part of the Leased Premises taken bears to the original net rentable square feet contained within the Leased Premises leased
to Tenant hereunder. In such event,Landlord shall,upon receipt of the 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 of such building not taken as a complete architectural
unit. Notwithstanding anything 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 Landlord in originally constructing the subject building, nor shall Landlord be required to
spend for such work an amount in excess of the amount received by Landlord as damages for the part of the Leased Premises so taken. For
the purposes hereof,the amount received by Landlord shall mean that part of the award in condemnation for the value of the diminished fee
which is free and clear to Landlord of any collection by any mortgagee, ground or underlying lessor or other party to any financing or
refinancing 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 from the
condemner, but not from Landlord, such compensation as may be recoverable by Tenant in its own right for damage to Tenant's business,
fixtures and 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 of: (i)45 days after Landlord notifies Tenant that the Leased Premises have been substantially repaired and restored; or(ii)the date
Tenant's business operations are restored in the Leased Premises,as modified,if applicable.
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ARTICLE 13
DEFAULT
Section 13.1-Events of Default;Cure Period.
The following events shall be deemed to be events of default by Tenant under this Lease:
(a) Tenant's failure to pay any Rent when due hereunder;
(b) Tenant's failure to keep or perform any of the other terms, covenants or obligations of this Lease required to be kept or
performed hereunder;
(c) The filing by or against Tenant in any court,pursuant to any statute,either of the United States or any state,of a petition
in bankruptcy alleging insolvency or seeking reorganization,the appointment of a receiver or trustee,an arrangement
under the Bankruptcy Acts,or any similar type of proceeding and the failure of Tenant to cause any such filing to be
dismissed within a period of twenty(20)days after the date of such filing;
(d) Tenant's making or proposed making of an assignment for the benefit of creditors;
(e) Tenant's falsification of any monetary report to Landlord;or
(f) Tenant's removal or attempt to remove,or manifesting an intention to move,Tenant's goods or property from or out of
the Leased Premises otherwise than in the ordinary and usual course of business without having first paid and satisfied
Landlord for all Rent which may become due during the term of this Lease.
In the event that the default is Tenant's failure to make a payment when due,Landlord shall provide written notice thereof to
Tenant and Tenant shall have five(5)days from the receipt of notice within which to cure said payment default. In the event that the default
is other than Tenant's failure to make a payment when due,Landlord shall provide written notice thereof to Tenant and Tenant shall have ten
(10)days from the receipt of notice 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 of any event of default under Section 13.1 that is not timely cured,the Landlord,at its election,may exercise
any one or more of the following options,the exercise of any of which shall not be deemed to preclude the exercise of any 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 which event Landlord may reenter upon and take possession of the
Leased Premises on its own behalf;whereupon all right,title and interest of the Tenant in and to the Leased Premises and
this Lease shall terminate. Tenant shall remain liable for all Rent due under this Lease and for all damages suffered by
Landlord because of Tenant's breach of any of the covenants of this Lease.
(b) The termination of Tenant's right to possession under this Lease, in which event Landlord may reenter and retake
possession of the Leased Premises and attempt to relet the Leased Premises(or any portion thereof)on behalf of Tenant
at such rent and under such terms and conditions as Landlord may deem obtainable under the circumstances for the
purpose of reducing Tenant's liability hereunder. Landlord shall not be deemed to have thereby terminated this Lease or
accepted a surrender of the Leased Premises,and Tenant shall remain liable for all Rent due under this Lease and for all
damages suffered by Landlord because of Tenant's breach of any of the covenants of this Lease.
(c) The declaration that the entire remaining unpaid Rent for the balance of the Lease Term shall be due and payable. In
determining the cumulative portion of Operating Expenses due to Landlord as a result of the acceleration and declaration
under this subparagraph, 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 remainder of the Leased Term.
No reentry or retaking possession of the Leased Premises by Landlord shall be construed as an election on its part to terminate this
Lease,unless a written notice of such intention is given to Tenant. If Landlord elects to reenter and take possession of the Leased Premises,
it may thereafter terminate this Lease as set forth above at any time thereafter.
If Landlord elects to reenter and take possession of the Leased Premises,it may make such alterations and repairs as it deems
necessary or appropriate 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 Lease 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 of any
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indebtedness,other than Rent,due hereunder from Tenant to Landlord;second,to the payment of any costs and expenses of such reletting,
including,without limitation,brokerage fees,attorney's fees and costs of such alterations and repairs;third,to the payment of Rent due and
unpaid hereunder;with the residue,if any,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 from such reletting during any month are less than all the Rent required
to be paid during that month by Tenant as set forth herein,Tenant shall immediately pay any such deficiency to Landlord. Such deficiency
shall be calculated and paid monthly.
As a material inducement to entering into this Lease,the parties do waive trial by jury in any action,proceeding or counterclaim
brought by either of the parties hereto against the other arising out of or in any way connected with this Lease,the relationship of Landlord
and Tenant or Tenant's use or occupancy of the Leased Premises and/or the Common Areas. In the event of a Tenant default of this Lease,
Landlord shall have, in addition to any other remedies which it may have hereunder, the right to invoke any remedy allowed at law or in
equity, including without limitation, injunctive relief and the right to collect consequential damages. Notwithstanding anything to the
contrary contained in this Lease, Landlord reserves all rights which any state or local laws, rules, 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), interest and reasonable attorney's
fees arising from a default under Section 13.1,whether or not a suit is instituted.
Section 13.3-No Waiver.
The failure of Landlord to insist upon the strict performance of any of the terms, conditions and covenants herein shall not 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 the terms,conditions and covenants herein contained,except as may be expressly waived in writing.
The maintenance of any action or proceeding to recover possession of the Leased Premises or any installment or installments of
Rent shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for the recovery of possession
of the Leased Premises or of any other monies that may be due or become due from Tenant,including,without limitation,all expenses,court
costs and attorneys'fees and disbursements incurred by Landlord in recovering possession of the Leased Premises and all costs and charges
for the care of the Leased Premises while vacant. Any entry or re-entry by Landlord shall not be deemed to absolve or discharge Tenant from
any liability hereunder.
Section 13.4-Expenses of Enforcement;Default Interest.
If it shall be necessary for Landlord to give one or more written notices to Tenant of any violation of any covenant of this Lease,
then Landlord shall be entitled to: (a) make an administrative charge to Tenant of$35.00 for each such notice; (b) charge all costs and
expenses (including a reasonable amount for internal 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 cured or a judgment is obtained. Tenant
recognizes and agrees that: (i) all charges which Landlord are 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 of those costs which will be incurred by Landlord in administration of
the Center which are attributable to any of the 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 and become due
with the next ensuing Rent payment and shall be collectible as a part thereof.
Section 13.5-Legal Expenses.
If it shall become necessary for Landlord or Tenant to employ the services of an attorney 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 covenant of this Lease on the part of the other 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 attorney for such
services.
ARTICLE 14
ACCESS AND QUIET ENJOYMENT
Section 14.1-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 of any day during the Lease Term to: (a)ascertain if the Leased Premises are in proper
repair and condition; (b)make repairs, additions or alterations thereto 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.
If Tenant 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
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Lease. During the ninety(90)days prior to the expiration or earlier termination of the Lease Term, Landlord may place a"For Lease" sign
on the Leased Premises.
Section 14.2-Landlord's Covenant.
Upon payment by Tenant of the Rent and upon the observance and performance by Tenant of all the covenants, terms and
conditions of Tenant, Tenant 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 terms and conditions of this Lease, including without limitation the subordination provisions of Section 10.2. If
Landlord is prevented from performing any of its obligations hereunder as a result of any cause or causes beyond Landlord's control
(including, without limitation, labor disputes, civil commotion, war, war-like operations, invasion, rebellion,hostilities, military or usurped
power, sabotage, governmental regulations or controls, fire or other casualty, acts of God, inability to obtain any material, services, or
financing),then Landlord shall be excused from performing such obligations for the period of delay caused thereby.
ARTICLE 15
TENANT'S PROPERTY
Section 15.1-Taxes on Leasehold or Personal Property.
Tenant shall be responsible for and shall pay when due all municipal,county or state taxes assessed during the Lease Term against
any leasehold interest or personal property of any 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 any improvements made by
Tenant, or if such taxing authorities include machinery,equipment,fixtures, inventory or other personal property or assets of Tenant in such
taxes or assessments,then Tenant shall also pay all such taxes and assessments allocable to such items.
Section 15.2-Loss and Damage.
Landlord shall not be responsible for any damage to property of Tenant or of others located in or about the Leased Premises and/or
the Common 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 leaks from any part of the Leased Premises or from the pipes,appliances or plumbing works or from the roof,street or subsurface or
from any other place or by dampness or by any other cause of whatever nature. Landlord shall not be liable for any such damage caused by
other tenants or persons in the Leased Premises,occupants of adjacent property,occupants of the 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 if Tenant
shall give notice to Landlord within a period of one(1)year from the date Tenant takes possession of the Leased Premises of the 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 harmless from any and all claims arising directly or
indirectly out of damage to any and all property of Tenant kept or stored in or about the Leased Premises and/or the Common Areas,
including subrogation claims by Tenant's insurance carriers.
ARTICLE 16
HOLDING OVER AND SUCCESSORS
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 of Landlord,shall be deemed to be occupying the Leased Premises 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
tenancy shall be equal to one hundred fifty percent(150%)of the Base Rent due in the last month of the Lease Term. Tenant shall also be
responsible for payment of Tenant's Proportional Share of Operating Expenses, Applicable Sales Tax and Additional Rent, if any. There
shall be no renewal of this Lease by operation of law. Nothing herein shall be construed as a consent by Landlord to the possession of the
Leased Premises by Tenant after the expiration of the Term or any termination of the Lease by Landlord, or as an exclusive remedy in the
event of a holdover. If Tenant fails to surrender the Leased Premises upon termination of the Lease, then Tenant shall, in addition to any
other liabilities to Landlord accruing therefrom,indemnify and hold Landlord harmless from 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 enforceable by and against the respective heirs,executors,administrators,successors and assigns of said parties;provided,however,that
no rights shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing
as provided in Section 11.1.
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If there shall be more than one Tenant named hereunder,they shall each be bound jointly and severally liable for the performance
of all the terms,covenants and agreements contained herein. Nothing contained in this Lease shall in any manner restrict Landlord's right to
assign or encumber this Lease and, in the event Landlord sells,transfers or otherwise disposes of its interest in the Center and the purchaser
or transferee assumes Landlord's obligations and covenants hereunder, then Landlord shall thereupon be relieved of all further obligations
and covenants hereunder.
ARTICLE 17
MISCELLANEOUS
Section 17.1-Accord and Satisfaction.
No payment by Tenant or receipt by Landlord of a lesser amount than the payments herein stipulated shall be deemed to be other
than on account of the 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 and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's
rights to recover the balance of such payments then due or pursue any other remedy provided in this Lease.
Section 17.2-Entire Agreement.
This Lease and the exhibits attached hereto set forth all covenants, promises, agreements, conditions and understandings between
Landlord and Tenant concerning 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 Tenant,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
enterprise 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 overnight 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 written notice to Tenant. After the Commencement
Date, any notice by Landlord to Tenant shall be delivered to Tenant at the Leased Premises or served personally, by certified mail or
guaranteed overnight delivery,postage prepaid,addressed to Tenant at the Leased Premises or at such other address as Tenant shall designate
from time to time by written notice to Landlord.
Prior to the Commencement Date, any such notice may be given by Landlord to Tenant 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 of when Tenant receives(or refuses delivery of)same.
Section 17.5-Captions and Section Numbers.
The captions, section numbers, article numbers and table of contents appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or intent of such sections or articles of this Lease, nor in any 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 herein and, if there shall be
more than one Tenant,any notice required or permitted by the terms of this Lease may be given by or to any one 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 of two or more individuals,
corporations or partnerships. 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 Tenant and to either corporations,associations,partnerships or individuals,males or females,shall
in all instances be assumed as though in each case fully expressed.
Section 17.7-Brokerage Commissions.
The Landlord shall be responsible for payment of any brokerage commissions or finder's fees resulting from an agreement entered
into by Landlord for the payment of such commissions and/or fees as a result of entering into this Lease.
Landlord's Initials: Tenant's Initials: 0i
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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 of this Lease,or the application of such term,covenant or condition to persons or circumstances other
than those 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 the fullest extent permitted by law.
Section 17.9-No Option.
The submission of this Lease for examination does not constitute a reservation of or option for the Leased Premises and this Lease
shall become effective only upon the execution and delivery thereof by Landlord to Tenant.
Section 17.10-Recording.
Tenant shall not record this Lease or any memorandum thereof,without the prior written consent of Landlord,which consent may
be withheld in the sole discretion of Landlord.
Section 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 being 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 hereby 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 officer,director,stockholder,partner,principal(disclosed or undisclosed),
representative or agent of Landlord or any affiliate of Landlord.
Tenant shall look solely to the Landlord's interest in the Center for the satisfaction of any and all claims,remedies or judgments in
favor of Tenant requiring the payment of money by Landlord,subject,however,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 of personal 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 kind whatsoever.
Section 17.12-Bankruptcy.
This is a lease of real property in a center within the meaning of§365(b)(3) of the Bankruptcy Code, 11 U.S.C. §365(b)(3). If
Tenant proposes to assign this Lease pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. §101 et seq. (the"Bankruptcy Code")to
any person or entity who shall have made a bona fide offer 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 of the 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 referred to in §365(b)(3) 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 later 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 of such proposed assignment,to accept
an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such
prospective assignee,less any brokerage commissions which may be payable out of the consideration to be paid by such prospective assignee
for the assignment of this Lease.
Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. §101 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 anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of
Landlord under this Lease, whether or not expressly denominated as Rent, shall constitute rent for the purposes of §502(b)(7) of the
Bankruptcy Code, 11 U.S.C. §502(b)(7).
Section 17.13-Attachments Incorporated.
The exhibits which are attached to this Lease are a part of this 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 another part of the Center in
accordance with the following:
Landlord's Initial . Tenant's Initials: —
06)
fx�
Page 21 of 25
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(a) The new premises shall be within ten percent(10%)of the size of the Leased Premises;
(b) The physical relocation of the Leased Premises shall be accomplished by Landlord at its cost;
(c) 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
incurred in changing addresses on stationery,business cards,directories,advertising,and such other items,shall be paid by Landlord;
(e) If the relocated premises is a different square footage than the Leased Premises described in this Lease,(1)the Base Rent
shall be adjusted to a sum computed by multiplying the Base Rent specified in Exhibit"A"by a fraction,the numerator of which shall be the
total number of square 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,however, in no event shall the Base Rent hereunder be increased as a result of the relocation,
and(2)Tenant's Proportionate Share of the Operating Expenses shall be adjusted,and;
(f) The parties shall immediately execute an amendment to this Lease stating the relocation of the Leased Premises and the
adjustment of the Base Rent and Tenant's Proportionate Share,if any.
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 in sufficient quantities,may
present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit."
Section 17.16-Applicable Law.
The law of the State of Florida shall govern the terms and conditions of this Lease.
Section 17.17-Time Is of the Essence.
Time is of the essence with respect to the performance of each of the covenants and agreements contained in this Lease.
Section 17.18-Cumulative 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 party have been fully performed
Section 17.19-Force Majeure.
Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or
reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other non-financial causes beyond the
reasonable control of the party obligated to perform, shall excuse the performance of such party for a period equal to any such prevention,
delay or stoppage,except the obligations,once accrued,imposed with regard to Rent to be paid by Tenant pursuant to this Lease
Section 17.20-Right to Lease.
Landlord reserves 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 type or number of tenants
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 written or oral advertisement or public mailing without obtaining the prior written
consent of the Landlord.
Section 17.22-Impartial Interpretation.
Landlord's Initials: Tenant's Initials:g)
Page 22 of 25 �a
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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 shall give Landlord prompt written notice of the existence of, and/or Tenant's discovery of,the presence of or contamination of the
Leased Premises or the Center with hazardous or toxic waste and/or materials. In the event Tenant or any of its officers,agents,contractors,
employees, servants, lessees, customers or invitees or anyone else acting on Tenant's behalf violates the foregoing provision by storing,
disposing,producing,using,transporting 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 from any damage, claim, injury, cost or liability arising therefrom or
related thereto,including all costs of clean-up, attorneys'fees and court costs. The clean-up and disposal of such waste or materials shall be
performed by Tenant at Tenant's sole cost and expense and shall be performed in accordance with all applicable laws,rules,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 of such waste or materials from the Leased Premises and/or the Center. In such event,Tenant shall pay to
Landlord the actual cost of same upon receipt for Landlord or Landlord's written invoice therefor. The terms of the indemnification set forth
in this Section shall survive the expiration or termination of this Lease.
Section 17.24-No Waiver.
No delay or omission of Landlord to exercise any right or power shall impair any such right or power,or shall be construed to be a
waiver of any nonperformance by Tenant or an acquiescence therein. No waiver of any nonperformance shall be effective unless it is in
writing. No written waiver by Landlord shall be deemed to be a waiver of any other Lease provision,or of any subsequent breach by Tenant
of the same or any other provision. Landlord's consent to or approval of any act by Tenant shall not be deemed to render unnecessary the
procurement of Landlord's consent to or approval of any sequent act of Tenant,whether or not similar to the act so consented to or approved.
Section 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 written notice to the Landlord by certified mail,return receipt requested.
[Signature page follows]
Landlord's Initials: Tenant's Initials:
Page 23 of 25 \
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IN WITNESS WI IEREOF.Landlord and Tenant have executed this Lease as of the Execution Date.
Signed.sealed and delivi. d in LANDLORD:COLLIER PLAZA C
the presence fly':
By.N•1(7)4.0 io
11 itne > ,
Name: ZNomAt L)r. .A '��
Title:VA-0-e— At' �r Flo/t!-t411. a)eflA ^K
Date: l e'..1 / 1 9.. _
Witn .
STATE OF ��
COUNTY OF w \\w
Before me.a notary public in and for said stat, nd coun ty,personally appeared .S VV`Q as
o(. 0,L for�t ('4.ie Landlord in the foregoing Lease.who acknowledged the krgning of the Lease
to be his free act nd deed on behalf of Landlord.
Date: ��,a� Ig �,otafr J. Angela Pruneau
z NOTARY PUBLIC
f c STATE OF FLORIDA
U
Ry. No Public �' �=Comm#GG138667
VcE 19} Expires 8/28/2021
Landlord's Initial . Tenant's Initials: )
kzC
Page 24 of 25
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TENANT:BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY FLORIDA,AS THE GOVERNING
l �-^ BOARD OF GOL R COUNTY,AND AS EX-OFFICIO
DATED: AC. // ) r AS THE GOV ING OARD OF LLIER COUNTY
WATER-SE R D RICT
ATTEST: '
CRYSTAL K.-X. ZEL,Clerk ,l' , •
BY: BY:
Deputy Clerk DY SOLIS,Chairman
Attest asto Chairman's
signature Only. •
•
Approved as to form and legality:
Jennifer A. pedio,Assis ounty Attorney
0\Nk
Landlord's Initials: Tenant's Initials:g
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Exhibits to Lease Agreement between Collier Plaza,LLC and Board of County
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
Dated October 31,2018
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EXHIBIT A
RENT TERMS
A. Terms
"Base Rent"shall mean two thousand nine hundred sixty seven dollars and thirty six cents($2,967.36)per month calculated
based on the amount of square footage(1,584 square feet)and the rate per square foot($22.48)for the initial Lease Year.
"Commencement Date"shall mean January 1,2019.
"Estimated Operating Expense Payment"shall mean seven hundred seventy seven dollars and forty eight cents($777.48)per
month calculated based on the amount of square footage(1,584 square feet)and the initial Operating Expenses(CAM)rate of
five dollars and eighty nine cents($5.89)per square foot for the projected common area maintenance and such amount as
adjusted at the end of each calendar year in accordance with the terms and conditions of this Lease.
"Expiration Date"shall mean December 31,2021 or the last day of an Extended Term.
"Initial Escalation Rate"shall mean zero percent(0%).
"Initial Term"shall mean a period of two(2)years commencing on the Commencement Date.
"Leased Premises"shall mean Unit 7, 11985 Collier Boulevard,Naples,FL 34116 and consisting of 1,584 square feet.
"Option Period(s)"shall mean five Options for a one year period each.
"Possession Date"shall mean January 1,2019.
"Tenant's Trade Name"shall mean Collier County Water&Sewer.
"Tenant's Use"shall mean office use.
B. Rent Calculations
The initial Rent shall be calculated as follows:
Base.Rent $2,967.36 per month
Estimated Operating Expense Payment $777.48 per month
Applicable Sales Tax(6%) $0 per month
Total Monthly Rent Due: $3,744.84 per month
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EXHIBIT B
LANDLORD'S WORK
No work is required.
•
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EXHIBIT C
TENANT'S WORK
No work.
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EXHIBIT D
RULES AND REGULATIONS
(a) All loading and unloading of goods shall be done only at such times,in the areas,and through the entrances designated
for such purposes by Landlord.
(b) The delivery or shipping of merchandise,goods,supplies and fixtures to and from the Leased Premises shall be subject
to such rules and regulations as in the judgment of Landlord are necessary for the proper operation of the Leased Premises
or the Center.
(c) All garbage and refuse shall be kept in the kind of container specified by Landlord or duly constituted public authority,
and shall be placed outside of the Leased Premises prepared for collection in the manner and at the times and places
specified by Landlord. Tenant shall maintain all common loading areas and areas adjacent to garbage receptacles in a
clean manner satisfactory to Landlord. Should Tenant fail to keep the area around its garbage receptacle in a clean
manner as specified by Landlord,Landlord or its agents or subcontractors may clean such area and bill Tenant for the
cost of cleaning plus twenty percent(20%)overhead,to be paid upon presentation of the bill.
(d) Tenant will not utilize any unethical,immoral,dishonest or disruptive method of business operation,nor shall any space
in the Leased Premises be used for living quarters,whether temporary or permanent.
(e) Tenant shall have full responsibility for protecting the Leased Premises and the property located therein from theft and
robbery,and shall keep all doors and windows securely fastened when not in use.
(f) No cable television, speaker system, closed circuit television or other similar device shall be installed without first
obtaining in each instance Landlord's prior consent in writing which shall not be unreasonably withheld. No aerial shall
be erected on the roof or exterior walls of the Leased Premises or on the grounds without, in each instance, the prior
written consent of Landlord which consent may be denied or qualified in the sole discretion of Landlord. Any aerial so
installed without such written consent shall be subject to removal without notice at any time without liability to Landlord,
and the expenses involved in said removal shall be charged to and paid by Tenant upon demand.
(g) No loudspeakers,televisions,phonographs,radios or other devices shall be used in a manner so as to be heard or seen
outside of the Leased Premises without the prior written consent of Landlord which consent may be denied or qualified
in the sole discretion of Landlord.
(h) Tenant shall maintain the inside of the Leased Premises at a temperature sufficiently high to prevent freezing of water in
pipes and fixtures inside the Leased Premises and sufficiently cool to avoid mold inside the Leased Premises.
(i) The plumbing facilities shall not be used for any other purpose than that for which they are constructed,and no foreign
substance of any kind shall be deposited therein,and the expense of any breakage,stoppage or damage resulting from a
violation of this provision shall be borne by Tenant.
(j) Tenant shall not burn any trash or garbage of any kind in or about the Leased Premises,the Center,or within one mile of
the outside property lines of the Center.
(k) Tenant shall not cause or permit any unusual or objectionable odors to be produced upon or permeated from the Leased
Premises,nor shall Tenant vent any cooking fumes or odors into the interior of the building.
(1) Tenant shall not permit(unless Tenant is planning on going out of business),allow or cause any public or private auction,
"going-out-of-business", bankruptcy, distress, fire or liquidation sale in the Leased Premises. It is the intent of the
preceding sentence to prevent the Tenant from conducting its business in any manner that would give the public the
impression that it is about to cease its operation,and Landlord shall be the sole judge as to what shall constitute a"distress-
type"sale.
(m) The sidewalk,entrances,passages,quarters and halls shall not be obstructed or encumbered by a'I'enant or used for any
purpose other than ingress or egress to and from the Leased Premises.
(n) No sales tables,merchandise displays,signs,vending machines,pay phones or other articles shall be put in front of or
affixed to any part of the exterior building,nor placed in the Common Areas, including, but not limited to, the halls,
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common passageways,corridors,vestibules or parking areas without the prior written consent of Landlord which consent
may be denied or qualified in the sole discretion of Landlord.
(o) Tenant shall not erect or maintain any barricades or scaffolding which may obscure the signs,entrances or show windows
of any other Tenant in the Center,or tend to interfere with any such other tenant's business.
(p) Tenant shall not create or maintain nor allow others to create or maintain,any nuisances,including without limiting the
foregoing general language,loud noises,sound effects,bright lights,changing,flashing,flickering or lighting devices or
similar devices,smoke or dust,the effect of which will be visible from the exterior of the Leased Premises.
(q) Landlord reserves the right to waive any rule in any particular instance,or as to any particular person or occurrence,and
further,Landlord reserves the right to amend and rescind new rules to the extent Landlord,in its sole judgment,deems
suitable for the safety,care and cleanliness of the Center and the conduct of high standards of merchandising and services
therein. Tenant agrees to conform to such new or amended rules upon receiving written notice of the same.
(r) Landlord may from time to time impose parking requirements, including the designation of specific areas in which
vehicles owned by Tenant,its officers,its officers,agents,contractors,employees,servants,lessees,customers or invitees
or anyone else acting on Tenant's behalf must be parked. If Landlord shall designate such parking areas, and if any
vehicle of Tenant or permitted agent,officer,contractor,employee,servant,lessee,invitee or concessionaire of Tenant
is parked in any other portion of the Center,Tenant shall pay to Landlord upon demand the sum of Twenty-Five and
00/100 Dollars($25.00)for each such vehicle for each day,or part thereof,such vehicle is so parked,and Tenant hereby
authorizes Landlord to tow or cause any such vehicle to be towed from the Center,and agrees to reimburse Landlord for
the cost thereof upon demand,and to otherwise indemnify and hold Landlord harmless with respect thereto.
(s) No forklift,tow truck,or other powered freight handling machines may be used in the Center except in such a manner
and in those areas of the Center as approved by the Landlord in writing.
(t) No animals of any kind may be kept on the Leased Premises by Tenant or its employees except as specifically approved
by the Landlord in writing.
(u) Tenant shall keep the outside areas immediately adjoining the Leased Premises clean and shall not burn,place or permit
any rubbish,obstruction or merchandise in such areas,
(v) Tenant shall not use or operate any machinery that,in the Landlord's opinion,is harmful to the Center or disturbing to
other tenants.
(w) Tenant shall comply,at its sole expense,with all recommendations and requirements with respect to the Leased Premises
or its use or occupancy,of the insurance underwriters and the State of Florida,Department of Insurance or any similar
public or private body and any governmental authority having jurisdiction over insurance rates with respect to the use or
occupancy of the Leased Premises,including,but not limited to installing fire extinguishers. Tenant shall not do any act
objectionable to the fire insurance companies whereby the fire insurance or any other insurance placed on the Center
shall become void or suspended or where the Leased Premises shall be rated as a more hazardous risk that at the date
when Tenant receives possession hereunder.
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EXHIBIT E
SIGNAGE
The Center has a signage code. The purpose of the code is to ensure that the exterior graphics of this Center compliment
the overall design concept of the Center. All exterior signage must be submitted to Landlord prior to fabrication for approval. Cost
of fabrication and installation of each sign will be the responsibility of the Tenant. Tenant shall consult with Landlord regarding
the vendor for all signage. Sign construction is to be completed in accordance with the instructions, limitations and criteria set
forth in this exhibit as well as all state,local and applicable codes,
PERMI1 ED SIGNAGE
I. Type of Signs-Tenant will be permitted one(1)main sign,a fascia sign.
2. Sign Text-The text for the signs will be limited to Tenant's trade name.
3. Topography-Tenant may choose their own topography for the exterior sign contingent upon approval by Landlord.
4. Location&Size-The main exterior fascia sign shall consist of neon illuminated plastic individual channel letters. The
letters shall be mounted above Tenant's storefront on the stucco facade. The maximum size of the letters permitted is
24".
5. Materials and Installation-The individual channel letters shall be constructed as follows:
• Letter returns to be 4"deep paint grip aluminum.
• Faces to be 1/8"thick flat acrylic with 1"trim cap.
• Internal illumination to be 13mm neon tubing with 30 milliamp transformers.
• All letters shall be custom contoured channel letters flush mounted or on raceway on the wall area designated
for Tenant's signage.
• All signs shall be flush mounted on the wall area designated by Landlord for'Tenant's signage.
• All signs shall be designed,constructed and installed in accordance to meet local signage and electrical
codes.
6. Colors-The color of the 4'deep return shall be bronze. The color of the trip cap shall be bronze. The acrylic face may
be a color selected by Tenant and approved by Landlord.
7. Submittals and Approval-Tenant shall submit detailed design drawings of all signage to Landlord for approval prior to
fabrication. This submittal shall include text,layout,colors,location of signage and any other construction details.
NON-CONFORMING SIGNAGE
No other signage will be permitted without the prior written approval of Landlord. This includes without limitation:
1. Rooftop signs or pylon signs other than the Center's sign.
2. Signs of the flashing,blinking,rotating,moving,animated,or audible type are not permitted.
3. Paper signs,stickers, banners or flags are prohibited on the store windows, either interior or exterior, or any exterior
portion of the Center.
4. Painted or printed signs on the exterior surface of any building shall be prohibited. Landlord will remove any non-
conforming signage,and the cost of such removal will be the responsibility of Tenant.
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