HomeMy WebLinkAboutCRA-R-16-0020 Exhibit AEXHIBIT
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LEASE AGREEMENT
BETWEEN
ULTRINA HARRIS, INDIVIDUALLY
as Tenant
AND
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
as Landlord
SHOPPING CENTER LEASE
DATE: As of , 2016 ("Effective Date" of this Lease)
LANDLORD: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY
TENANT: ULTRINA HARRIS, INDIVIDUALLY
TABLE OF CONTENTS
I. INTRODUCTORY PROVISIONS 1
1.1 Fundamental Lease Provisions 1
1.2 Agreement 2
2. PREMISES 2
2.1 Premises Defined 2
2.2 Pro Rata Share 2
3. TERM - 2
3.1 Commencement and Expiration Dates of Term 2
3.2 Lease Year Defined 3
3.3 Failure of Tenant to Open 3
3.4 Failure of Tenant to Remain Open 3
3.5 Quiet Enjoyment 3
4. RENT 3
4.1 Minimum Rent 3
4.2 Annual Rent Increase 4
4.3 Late Charge 4
4.4 Returned Checks 4
4.5 Additional Rent 4
4.6 Payment of Estimated Additional Rent 5
4.7 Payment of Additional Rent 5
4.8 Verification 5
4.9 Proration 5
4.10 Security Deposit 6
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5. COMMON AREAS 6
5.1 Use of Common Areas 6
5.2 License 6
5.3 Cost of Maintenance 7
6. USE OF PREMISES 6
6.1 Use and Possession 7
6.2 Signage 7
7. ALTERATIONS, REPAIRS, AND MAINTENANCE 7
7.1 Alterations 7
7.2 Repairs by Landlord 7
7.3 Repairs by Tenant 8
7.4 Condition of Premises 8
7.5 Rubbish Removal 8
7.6 Sidewalks 8
8. UTILITIES 9
9. TENANT'S PROPERTY 9
9.1 Taxes on Leasehold 9
9.2 Indemnity 9
9.3 Notice by Tenant 10
10. INSURANCE 10
10.1 Commercial General Liability 10
10.2 Business Automobile 10
10.3 Worker's Compensation 10
10.4 Property Insurance 10
10.5 Tenant Personal Property 10
10.6 Insurance Companies 10
10.7 Evidence of Insurance 11
10.8 Plate Glass 11
10.9 Failure to Maintain Insurance 11
11. DESTRUCTION 11
12. CONDEMNATION 12
13. ASSIGNMENT AND SUBLE 1'I ING 12
14. SUBORDINATION 13
15. ESTOPPEL STATEMENT 13
16. ATTORNMENT 14
17. DEFAULT, BANKRUPTCY 14
17.1 Default 14
17.2 Rights and Remedies 15
18. ACCESS OF PREMISES 15
19. SALE BY LANDLORD 15
20. END OF TERM 16
21. NOTICES 16
22. INABILITY TO PERFORM 16
23. WAIVERS OF SUBROGATION 17
24. RULES AND REGULATIONS 17
25. RELOCATION 17
26. MECHANIC'S LIEN 17
27. SECURITY INTEREST 18
28. ENVIRONMENTAL MATTERS 18
28.1 Hazardous Materials 18
28.2 Indemnity 19
28.3 Survival 19
29. LANDLORD'S RESERVATION 19
30. MISCELLANEOUS 19
30.1 Attorneys' Fees 19
30.2 Time is of the Essence 19
30.3 Holding Over 19
30.4 Partial Invalidity 19
30.5 Brokers 19
30.6 Waiver 20
30.7 Provisions Binding, etc 20
30.8 Headings, Landlord, and Tenant 20
30.9 No Estate by Tenant 20
30.10 Entire Agreement 20
30.11 Governing Law 20
30.12 No Partnership 21
30.13 Recording 21
30.14 Intentionally Deleted 21
30.15 Concessionaires 21
30.16 Radon Disclosure and Disclaimer 21
30.17 Waiver of Trial By Jury 22
30.18 Waiver of the Right to File Permissive Counterclaims 22
EXHIBITS, ADDENDA
First Addendum - Calculations of Adjustments to Minimum Rent
Exhibit "A" - Address of the Shopping Center
Exhibit "B" - Site Plan for Overtown Plaza
Exhibit "C" - Rules and Regulations
Exhibit "D" - Work Letter Agreement
Exhibit "E" — Guaranty
Exhibit "F" - Acknowledgement Form
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SHOPPING CENTER LEASE
THIS LEASE is made as of the day of , 2016, by and between Southeast
Overtown/Park West Community Redevelopment Agency (Landlord"), having an address of 819 NW 2nd
Avenue, Miami, Florida 33136, and Ultrina Harris, individually ("Tenant"), having an address of 1490 NW 3rd
Avenue, Suite 110, Miami, FL 33136.
1. INTRODUCTORY PROVISIONS.
1.1 Fundamental Lease Provisions. Certain fundamental provisions are presented in this Section in summary
form to facilitate convenient reference by the parties.
(a) Tenant's Trade Name: N/A
(b) Commencement Date: ... (Upon mutual execution of a lease by and between Tenant and Landlord See
Section 3.1)
(c) Term: Initial - Five (5) years (See Section 3.1)
Renewal - None (see First Addendum) (See Section 3.1)
(d) Initial Expiration Date: Five (5) years following Rent Commencement (See Section 3.1)
(e) Tenant Suite Number: 110 (See Exhibit "B")
(f) Size of Premises: 1,024 square feet of leasable area (See Section 2.1)
(g) Initial Payment: $1,283.81 (See Section 3.1)
(h) Minimum Rent: (See Section 4.1 and 4.2)
Year *Annual Monthly*
1 $10,240.00 $853.33 *Subject to adjustment in subsequent years, including as
provided in Section 4.2 and the Second Addendum
(i) Additional Rent: Tenant's Pro Rata Share of taxes, insurance,
Shopping Center operating costs and any other charges required
to be paid by Tenant under the terms of this Lease (See Section 4.5)
(j) Security Deposit: $2,567.62 (See Section 4.10)
(k) Use: A children's uniform store for the sale of clothing (See Section 6.1)
(1) Tenant Pro Rata Share: 3.29% (See Section 2.2 and 4.4)
(m) Guarantor(s): N/A
(n) Recap of lst Year Rent:
Estimated Expenses
Taxes $51,720.00 x 3.29% $1,701.59
Insurance $30,000.00 x 3.29% $ 987.00
Common Area
Maintenance $44,660.00 x 3.29% $1,469.31
Total Estimated Expenses Lease Year 1 $4,157.90
Total Estimated Expenses per rentable feet:
$4,157.90/1,024 = $4.06 per square foot
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Area: 1,024 sq. ft. Sq. Ft. x Estimated Expenses $4.06 = $4,157.90 (Per year)
Base Rent: $ 853.33
Expenses: $ 346.49
Subtotal: $1,199.82
Sales Tax: $ 83.00
Advertising Fee: $ N/A
Total Rent: $1,283.81
(o) Percentage Rent Factor: (N/A) Sales Break Point N/A
1.2 Agreement. In consideration of the rent and other sums payable to Landlord hereunder and the covenants
and agreements to be observed and performed by Tenant, Landlord hereby leases to Tenant, and Tenant hereby rents
from Landlord, the Premises for the Term, at the rental and upon the condition and agreements hereinafter set forth.
2. PREMISES.
2.1 Premises Defined. The term "Premises" means that portion of the real property designated as a portion of
Overtown Plaza located at 1490 NW 3rd Avenue, Miami, FL 33136, as also described in Exhibit A (the
"Shopping Center"). The Premises is stipulated to contain 1,024 square feet of space and is crosshatched on a
diagram attached hereto as Exhibit B. Exhibit B sets forth the general layout of the Shopping Center and shall not
be deemed to be a warranty, representation or agreement on the part of Landlord that the Shopping Center will be
exactly as indicated on the site diagram. Landlord may increase, reduce, or change the number, dimensions, or
location of the walks, buildings, Common Areas, and parking areas in any manner whatsoever that Landlord shall
deem proper, and reserves the right to make alterations or additions to the building in which the Premises are
contained and to add buildings adjoining the same or elsewhere in the Shopping Center. Nothing herein contained
shall be construed as a grant or rental by Landlord to Tenant of the roof and exterior walls of the building or
buildings of which the Premises form a part of, or of the walks and other Common Areas beyond the Premises, or of
the Land upon which the Premises are located.
2.2 Pro Rata Share. Tenant's Pro Rata Share is as set forth in Section 1.1 and was determined by dividing the
stipulated square footage of the Premises by the square footage of the total indoor leasable area herein described.
By the execution of this Lease, Tenant acknowledged that the Pro Rata Share stated in Section 1.1 has been
accurately established. Tenant's Pro Rata Share is subject to adjustment by Landlord based on the foregoing foiinula
if the leasable area of the Shopping Center is diminished by casualty, condemnation or similar takings, or other
events reducing the leasable area or if the leasable area is increased by additions to the Shopping Center.
3. TERM.
3.1 Commencement and Expiration Dates of Term. This Lease shall be effective and binding upon the parties
upon execution by Landlord and Tenant. Landlord shall promptly commence completion of the work to be
performed by Landlord which is more particularly described on Exhibit "D" attached hereto ("Landlord's Work").
Tenant acknowledges that Landlord's Work has been completed. The term of this Lease (the "Term") and Tenant's
obligation to pay rent shall commence on the earlier to occur of (a) one hundred eighty (180) days after Tenant's
receipt of notice from Landlord that Landlord's Work is completed; or (b) the date Tenant is first open for business
to the public. Tenant shall promptly commence construction of Tenant's improvements to the Premises in
accordance with the plans and specifications described on Exhibit "D" attached hereto and made a part hereof
("Tenant's Work") in compliance with all applicable laws. to the extent feasible, as determined by Landlord, in
Landlord's sole discretion, Tenant may commence certain aspects of Tenant's Work prior to the completion of
Landlord's Work subject to such rules and regulations that Landlord may impose during construction. Prior to the
performance of any of Tenant's Work, Tenant shall provide Landlord evidence of insurance as required by this
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Lease. Upon completion of Landlord's Work and delivery of the Premises to Tenant, Tenant shall execute an
acknowledgement form or letter prepared by Landlord, in substantially the form attached hereto as Exhibit "F"
confirming the date the Term of this Lease commenced and this Lease shall continue for the number of Lease
Year(s) set forth in Section 1.1, and shall end, unless extended or sooner terminated in accordance with the
provisions herein contained, on the last day of the last Lease Year (as hereinafter defined). On the Commencement
Date, Tenant shall have the right to occupy the Premises in accordance with and subject to the provisions of this
Lease, to modify the Premises in accordance with Exhibit D, and to use the Premises in preparation for the opening
of its business or the conduct of its business as permitted hereunder, upon the payment to Landlord of an amount
equal to the Initial Payment. Landlord shall apply the Initial Payment to the Minimum Rent Payment due on the
Rent Commencement Date, unless prior to the Rent Commencement Date Tenant has failed to comply with any
provision of this Lease. In the event any extension or renewal option term(s) have been negotiated, same are more
particularly set out on the First Addendum hereto.
Additionally, if any such event of default has occurred which is not cured within the applicable grace period,
Landlord may declare Tenant to be in default hereunder and may terminate this Lease and Tenant's right of
occupancy of the Premises prior to the Rent Commencement Date.
3.2 Lease Year Defined. The term "Lease Year" shall mean a period of twelve (12) consecutive full calendar
months. If the Commencement Date is not the first day of a calendar month, then the first Lease Year shall consist of
twelve (12) consecutive full calendar months plus the partial month beginning on the Commencement Date and
ending on the last day of that partial month. Each succeeding Lease Year shall commence upon the first day of the
calendar month coinciding with or following the anniversary date of the Commencement Date. The first Lease Year
and each succeeding Lease Year may be referred to numerically and consecutively, for example, "First Lease Year",
"Second Lease Year", "Third Lease Year", etc.
3.3 Failure of Tenant to Open. In the event Landlord notifies Tenant in writing that the Premises are ready for
occupancy as herein defined, and if Tenant fails to take possession on or before the Commencement Date and open
the Premises for business, fully fixtured, stocked, and staffed within thirty (30) days of the Commencement Date,
then Landlord shall have, in addition to any and all remedies herein provided, the right to immediately cancel and
terminate this Lease.
3.4 Failure to Remain Open. After Tenant initially opens for business at the Premises, Tenant covenants and
agrees to be open for business to the public from 9:00 a,m, to 6:00 p.m. Monday through Friday and from 9:00 a.m.
to 4:00 p.m. on Saturday and Sunday of each week, fully stocked and staffed. The failure of Tenant to be open for
business shall be a default under this Lease unless caused by a casualty.
3.5 Quiet Enjoyment. Upon Tenant's paying the rent reserved hereunder and observing and performing all of
the covenants, conditions, and provisions on Tenant's part to be observed and performed hereunder, Tenant shall
have quiet possession of the Premises for the entire term hereof, subject to the provisions of this Lease, Lease
Exhibits and Addenda.
4. RENT.
Tenant shall pay to Landlord at the office of Landlord, or at such other place designated by Landlord, without
notice, demand, deduction, or set-off whatsoever, the following rentals collectively, the "Rent"):
4.1 Minimum Rent. Subject to terms of Section 4.2, the Minimum Rent, as set forth in Section 1.1, in monthly
installments in advance on or before the first day of each calendar month during the Term, plus any sales, use or
other taxes assessed from time to time on the Minimum Rent or on the use and occupancy of the Premises, payable
without notice, demand, deduction, or set-off whatsoever. If the Commencement Date is other than the first day of a
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calendar month, the rent for the period from the Commencement Date to the first day of the next succeeding month
shall be prorated on a per diem basis and shall be payable with and in addition to the first monthly installment of
Minimum Rent of the Commencement Date.
4.2 Annual Rent Increase. Tenant shall pay an annual Minimum Rent in an amount increased over the amount
charged during the immediately preceding Lease Year pursuant to the Second Addendum, commencing with the
Second Lease Year and continuing on each annual anniversary thereafter throughout the Term and any extension or
renewals thereof, payable in equal monthly installments (of one -twelfth of the annual amount of Minimum Rent so
computed), payable without notice, demand, deduction, or set-off whatsoever.
4.3 Late Charge. Any installment of Rent, including Minimum Rent, Additional Rent, or expenses pursuant to
this Lease, which is not paid when it becomes due, shall be subject to a late charge of five percent (5.00%) of that
installment that has not been timely paid.
4.4 Returned Checks. In the event any check utilized provided by Tenant to pay rent is returned for insufficient
funds or not honored for any reason, in addition to the late charge contemplated by Section 4.3 above, Tenant shall
pay Landlord Two Hundred Fifty and No/100 Dollars ($250.00) as a returned check charge.
4.5 Additional Rent. The following sums are included as Additional Rent:
(a) Taxes. Tenant shall pay Tenant's Pro Rata Share of the amount of all real and personal property
taxes and assessments (including without limitation, extraordinary or special assessments, and all costs and fees,
including reasonable attorneys' fees, incurred by Landlord in contesting or negotiating the same with public
authorities) levied, imposed, or assessed upon the Shopping Center during each Lease Year plus the applicable sales
or use tax thereon. Any tax or assessment relating to any part of a fiscal period which is not included within the
Term of this Lease shall be prorated so that Tenant shall pay with respect to only that portion thereof which relates
to the tax period included within the Term of this Lease. In addition, should the Shopping Center be treated as
exempt from real estate taxes and assessments in whole or in part as a result of Landlord's being a government
entity, Tenant's pro rata share of real estate taxes shall be deemed to be $1,340.92 plus the applicable sales use tax
thereon, notwithstanding such exemption.
(b) Insurance. Tenant shall pay Tenant's Pro Rata Share of the total cost to Landlord of all property,
general liability, and other insurance coverage carried by Landlord pursuant to the Lease with respect to the
Shopping Center plus the applicable sales or use tax thereon. If Tenant's use or occupancy of the Premises shall
cause any increase in the premiums for the insurance coverage of the Shopping Center as carried from time to time
by Landlord, then Tenant shall pay to Landlord as Additional Rent the entire increase in said premiums, or that
portion thereof allocable to Tenant if more than one tenant's use causes such an increase, with the next due monthly
Minimum Rent payment following Landlord's written notice specifying the amount of such increase.
(c) Common Area Maintenance. Tenant shall pay to Landlord for the maintenance of the Common
Areas, an amount equal to Tenant's Pro Rata Share of the Shopping Center Operating Costs, as that term is defined
in Section 5.3. Landlord shall establish the fiscal period for the determination of the Shopping Center Operating
Costs plus the applicable sales or use tax thereon. If the Commencement Date is other than the first day of such
fiscal period, the Shopping Center Operating Costs for that fiscal period shall be prorated so that Tenant shall pay
with respect only to that portion thereof that relates to the fiscal period included with the Term of this Lease.
(d) INTENTIONALLY DELETED.
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(e) Other Additional Rent. Tenant shall pay, as Additional Rent, all other sums of money or charges
required to be paid by Tenant under this Lease, whether or not the same be specifically designated "additional rent"
and all sales, use, or other taxes assessed, levied, or unposed from time to time on any Additional Rent.
If such amounts and 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 installment of
Minimum Rent thereafter becoming due, but nothing herein shall be deemed to suspend or delay
the payment of any amount of money or charge.
(f) Intent. It is the intent of the parties that the Rent payable to Landlord is absolutely net of all
expenses associated with the operation of the Shopping Center and all sales or use taxes imposed on the Rent, except
as expressly provided herein.
4.6 Payment of Estimated Additional Rent. At least once each calendar year, Landlord shall deliver to Tenant
a statement setting forth the monthly installment of Additional Rent that Landlord estimates will be needed to pay in
full the Additional Rent for that calendar year. If at any time during the calendar year Landlord determines that the
initial estimate should be revised so that it will more closely approximate the expected actual Additional Rent,
Landlord may revise the initial estimate by delivering to Tenant a subsequent statement. Tenant shall pay to
Landlord, without notice, demand, set-off, or deduction of any kind, on the first day of each month during the Term
of this Lease, the monthly installment of estimated Additional Rent, as set forth in the last statement received by
Tenant from time to time continuing throughout the Term of this Lease.
4.7 Payment of Additional Rent. If the total amount of estimated payments paid by Tenant for any fiscal
period are less than the actual Additional Rent for the same period, Tenant shall pay the balance of Additional Rent
within fifteen (15) days after Landlord delivers to Tenant a statement of the following:
(a) The taxes, insurance costs, and Shopping Center Operating Costs for the fiscal period and
Tenant's Pro Rata Share of same;
(b) The amount of any other Additional Rent payable; and,
(c) The total amount of Additional Rent payable for the fiscal period less the amount previously paid
by Tenant as estimated Additional Rent for the same period.
If the total of the estimated payments is greater than the actual Additional Rent for the same
period, Tenant shall receive a credit against the next payment due of estimated Additional Rent.
4.8 Verification. Upon ten (10) days prior written request Tenant or its representative shall have the right to
examine Landlord's books and records with respect to the items in the foregoing statement of Additional Rent,
during normal business hours, at any time within ten (10) days following the furnishing by Landlord to the Tenant of
the statement. Unless Tenant shall take written exception to any item within fifteen (15) days after the finishing of
the statement, the statement shall be considered as final and accepted by Tenant. Any amount due to Landlord as
shown on any statement, whether or not written exception is taken thereto, shall be paid by Tenant within fifteen
(15) days after Landlord shall have delivered the statement without prejudice to any such written exception.
4.9 Proration. If the first year of the Term of this Lease commences on any day other than the first day of
January, or if the last year of the Term of this Lease ends on any day other than the last day of December, any
payment due to Landlord by reason of any Additional Rent or estimated installment thereof shall be prorated, and
Tenant shall pay any amount due to Landlord within fifteen (15) days after being billed therefor. This covenant shall
survive the expiration or termination of this Lease.
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4.10 Security Deposit.
(a) Tenant has deposited with Landlord the sum set forth in Article 1 of this Lease, the receipt of
which is subject to confirmation of actual payment thereof irrespective of the amount specified in Article 1 and
subject to collection if paid by check or other financial instrument which is not cash or deemed immediately
collected. Said deposit shall be held by Landlord, without liability for interest, as security for the faithful
performance by Tenant of all the terms of this Lease to be observed and performed by Tenant. The security deposit
shall not be mortgaged, assigned, transferred or encumbered by Tenant and any such act on the part of Tenant shall
be without force and effect and shall not be binding upon Landlord.
(b) If any of the Rents herein reserved or any other sum payable by Tenant to Landlord shall be
overdue and unpaid or should Landlord make payments on behalf of the Tenant, or Tenant shall fail to perfoint any
of the terms of this Lease, or Tenant or any of its agents, employees, or customers, shall physically damage the
Premises and such damages shall not have been corrected, within thirty (30) days of the date Landlord provides
Tenant with notice of the need to repair the damage, then Landlord may, at its option and without prejudice to any
other remedy which Landlord may have on account thereof, appropriate and apply the entire deposit or so much
thereof as may be necessary to compensate Landlord toward the payment of Rent or Additional Rent or loss or
damage sustained by Landlord due to such breach on the part of Tenant; and Tenant shall, within five (5) days of
written demand, deposit cash with Landlord to restore and replenish said security to the original sum deposited.
Tenant's failure to maintain such security shall constitute a material breach of this Lease. Should Tenant comply
with all of said terms and promptly pay all of the rentals as they fall due and all other sums payable to Tenant to
Landlord, said deposit shall be returned in full to Tenant promptly after the end of the Tenn of this Lease or any
extension hereof and provided Tenant timely and properly fully vacates and surrenders.
(c) The Security Deposit shall not constitute prepaid Rent or liquidated damages, nor a measure of
damages in any respect, but may be applied by Landlord to other amounts due under this Lease. Landlord may
deliver the funds deposited hereunder by Tenant to the purchaser of Landlord's interest in the Premises in the event
the such interest be sold and thereupon Landlord shall be discharged from any further liability with respect to such
deposit. This provision shall also apply to any subsequent transferees.
5. COMMON AREAS.
5.1 Use of Common Areas. The use and occupancy by Tenant of the Premises shall include the use in common
with others entitled thereto of the employee parking areas, service roads, loading facilities, sidewalks, and customer
parking areas within the Shopping Center, together with such other facilities as may be designated from time to time
by Landlord (collectively referred to as the "Common Areas") and provided, however, that use of the Common
Areas by Tenant shall be subject to the regulations for the use thereof as may be prescribed by Landlord from time
to time during the Term. The Rules and Regulations currently prescribed by Landlord, if any, are attached hereto as
Exhibit C. Landlord reserves the right to amend the Rules and Regulations from time to time, which amendments
shall become effective upon delivery of a copy of same to Tenant.
5.2 License. Tenant, its guests, visitors and business invitees shall have the non-exclusive right to use the
parking area located within the Shopping Center for the Tenn of this Lease so long as Tenant is a tenant of Premises
subject to the Rules and Regulations. All Common Areas and facilities which Tenant may be permitted to use and
occupy are to be used and occupied under a revocable license, and if any such license be revoked or if the amount of
such areas be changed or diminished, the same shall not be deemed constructive or actual eviction and Landlord
shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of
rent. Landlord reserves the right to impose reasonable regulations regarding use of all Common Areas including the
right to designate employee parking areas which regulations may grant exclusive use of the Common Area during
certain time periods when deemed by Landlord to be in the best interest of the Shopping Center as a whole.
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5.3 Cost of Maintenance. Landlord shall pay for the cost of maintenance, operation, repair and administration
of the Common Areas. The term "Shopping Center Operating Costs" shall mean the total cost and expenses incurred
in connection with the administration, operation, maintenance, and repair of the Shopping Center, including without
limitation: gardening and landscaping; repairs, line painting, bumpering, and top coating; lighting; sign
maintenance; electricity; water; sanitary control; removal of trash, rubbish, garbage and other refuse; machinery or
equipment used in such maintenance; the cost of personnel to implement such services; legal fees and management
fees; security; fees to direct parking and to police the Common Area.
6. USE OF PREMISES.
6.1 Use and Possession. Tenant shall use and occupy the Premises only for the use set forth in Section 1.1
hereof, and shall not use or occupy the Premises or permit the same to be used for any other purpose. Tenant agrees
that it will use the Premises in such a manner so as not to interfere with or infringe on the rights of other tenants in
the Shopping Center. Tenant shall not use or occupy the Premises in violation of any law, ordinance, regulation, or
directives of any governmental authority having jurisdiction thereof or of any condition of the certificate of
occupancy issued for the building of which the Premises are a part, and shall, upon five (5) days' written notice from
Landlord, discontinue any use of the Premises which is declared by any governmental authority having jurisdiction
to be in violation of any law, ordinance, regulation, or directive of said certificate of occupancy. Tenant shall at all
times comply with all of the Rules and Regulations of the Shopping Center.
6.2 Signage. The Tenant will not place any signs or other advertising matter or material on the exterior or on
the interior of the Premises or of the Shopping Center in which the Premises are located, without the prior written
consent of the Landlord. Any lettering or signs shall be of a type, kind, character and descriptions to be approved in
writing by Landlord.
7. ALTERATIONS, REPAIRS, AND MAINTENANCE.
7.1 Alterations. After completion of the Tenant Work, Tenant may, at any time during the Term, with the prior
written consent of Landlord, make additions, alterations, changes, or improvements in or to the Premises or any part
thereof as Tenant may from time to time deem reasonably necessary or desirable for the operation of Tenant's
business within the Premises consistent with the terms of this Lease; provided, however, that Tenant shall not have
the right to make any additions, alterations, changes, or improvements which affect the structure, structural strength,
or outward appearance of the Premises or the building. Tenant shall submit to Landlord plans and specifications for
such work not later than fifteen (15) days prior to the time approval is sought. Landlord may withhold approval in its
absolute discretion. Any additions, alterations, changes, or improvements made in or to the Premises by Tenant shall
be in compliance with all insurance requirements and regulations and ordinances of governmental authorities and
shall, upon the expiration or sooner termination of the Term, become the property of Landlord; provided, however,
Landlord may at its option, require Tenant, at Tenant's sole cost and expense, to remove any such additions,
alterations, changes, or improvements at the expiration or sooner teiiuination of the Term, and to repair any damages
to the Premises caused by such removal. Landlord hereby reserves the right at any time and from time to time during
the Term to make any additions, alterations, changes, or improvements (including without limitation, building
additional stories) on, in, or to the building in which the Premises are contained, and reserves the right to construct
other buildings and improvements in the Shopping Center from time to time and at any time during the Tenn, and to
make alterations thereto and to build additional stories on any such buildings and to build adjoining same and to
construct multi -level parking facilities.
7.2 Repairs by Landlord. Landlord agrees to keep and maintain in good order and repair the building and the
Property, including the roof, structural components, Common Areas, foundation, the Shopping Center's mechanical,
electrical, plumbing and HVAC systems and exterior walls of the building except for damage caused by casualty
and condemnation, and subject to normal wear and tear, provided such repairs are not occasioned by Tenant,
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Tenant's invitees or anyone in the employ or control of Tenant. Landlord gives to Tenant exclusive control of the
Premises and shall be under no obligation to inspect the Premises. Tenant shall at once report in writing to Landlord
any defective condition known to him that Landlord is required to repair pursuant to this Section. Tenant's failure to
report to Landlord any such condition or defect shall make Tenant responsible to Landlord for any liabilities, costs,
expenses, and attorneys' fees incurred by Landlord as a result of such defect. Landlord's obligation to repair is
expressly limited to those items set forth in this Section. Tenant, by taking possession of the Premises, shall accept
and shall be held to have accepted the Premises as suitable for the use intended by this Lease. Landlord shall not be
required, after possession of the Premises has been delivered to Tenant, to make any repairs or improvements to the
Premises, except set forth in this Lease.
7.3 Repairs by Tenant. Except as described in Section 7.2 above, Tenant shall, at its own cost and expense,
keep the Premises and appurtenances thereto and every part thereof, in good order. Tenant agrees to return the
Premises to Landlord at the expiration or sooner termination of this Lease in as good condition and repair as when
first received, reasonable wear and tear and damage by fire or other insurable casualty excepted. All damage or
injury to the Premises, the Shopping Center, or the Common Areas caused by the act or negligence of Tenant, its
agents, employees, licensees, invitees, or by visitors, shall be promptly repaired by Tenant at its sole cost and
expense and to the satisfaction of Landlord. Landlord may make such repairs that are not promptly made by Tenant
and charge Tenant for the cost thereof and Tenant hereby agrees to pay such amounts on demand as additional rent
hereunder. Tenant shall have no right to make repairs at the expense of Landlord or to deduct the cost thereof from
the rent due hereunder. In order to comply with the provisions of Section 713.10 Florida Statutes, it is specifically
provided that neither the Tenant nor anyone claiming by, through or under the Tenant, including, but not limited to,
contractors, subcontractors, material persons, mechanics and laborers, shall have any right to file or place any kind
of lien whatsoever upon the Premises or the building of which it is a part, or any improvement thereon. Any such
liens are specifically prohibited. All parties with whom the Tenant may deal are put on notice that the Tenant has no
power to subject the Landlord's interest to any claim or lien of any kind or character, and all such persons so dealing
with the Tenant must look solely to the credit of the Tenant, and not to the Landlord's interest or assets. Tenant
shall put all such parties with whom the Tenant may deal on notice of the terms of this Section. The Tenant
understands that the Property of the Landlord, who is an agency and instrumentality of a Florida municipal
corporation, is expressly exempt from all such liens by Section 713.01(23) Florida Statutes.
7.4 Condition of Premises. Tenant acknowledges that neither Landlord nor any agent or employee of Landlord
has made any representation or warranty with respect to the Premises, the building, or the Shopping Center or with
respect to the suitability thereof for the conduct of Tenant's business. Tenant accepts the Premises in its "as is"
condition subject to completion of Landlord's Work. The taking of possession of the Premises by Tenant upon
completion of Landlord's Work conclusively establishes that the Premises, the building, and the Shopping Center
were, at such time, in satisfactory condition free from defects and suitable for Tenant's use and occupancy.
7.5 Rubbish Removal. Tenant shall keep the Premises clean, both inside and outside, and will remove all
refuse from the Premises at Tenant's sole cost and expense. Tenant shall not burn any materials or rubbish of any
description upon the Premises or Common Areas. If Tenant fails to maintain the Premises, Common Areas, or any
portions heretofore described in the proper condition, Landlord may cause the same to be done for and on account of
Tenant and Tenant hereby agrees to pay the expense thereof on demand as Additional Rent.
7.6 Sidewalks. Tenant shall neither encumber nor obstruct the sidewalks adjoining the Premises nor allow the
same to be obstructed or encumbered in any manner. Tenant shall not place or cause to be placed any merchandise,
vending machines, or anything else in the Shopping Center's Common Areas, on the sidewalks or exterior of the
Premises without prior written consent of Landlord.
8. UTILITIES.
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Tenant shall pay the cost of water, gas, electricity, fuel, light, heat, power, and all other utilities furnished to the
Premises, all of which shall be separately metered or submetered. Tenant shall not install any equipment nor shall
Tenant use the Premises in a mariner that will exceed or overload the capacity of any utility facilities. If Tenant's
use of the Premises shall require additional facilities, the same shall be installed only after obtaining Landlord's
prior written approval, which may be withheld in Landlord's absolute discretion, and shall be installed at Tenant's
expense in accordance with the plans and specifications approved in writing by Landlord. If Tenant's use and
occupancy of the Premises results in an increase to Landlord of any utilities expense or results in connection or tap -
in fees, changes for increased usage or capacity, or assessments of any kind whatsoever, Tenant shall pay the entire
amount thereof within ten (10) days of Landlord's written demand. Landlord reserves the right to interrupt, curtail,
stop or suspend the furnishing of heating, elevator, air conditioning and the operations of the plumbing and electric
systems, without any diminution or abatement of rent, nor shall the Lease be affected or any of Tenant's obligations
hereunder reduced. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility
service being furnished the Premises.
9. TENANT'S PROPERTY.
9.1 Taxes on Leasehold, Tenant shall pay prior to delinquency all taxes, both real and personal, assessed
against or levied upon the leasehold and upon its fixture, furnishings, equipment, leasehold improvements, and all
other personal property of any kind owned by or used in connection with the Premises by Tenant.
9.2 Indemnity.
(a) Tenant shall indemnify, defend and hold harmless Landlord, its officers, members, agents and
employees from claims, suits, actions, damages, liability, loss and expense (including but not limited to attorneys'
fees in settlement, at trial and on appeal) in connection with loss of life, bodily injury, personal injury or property
damage arising from or out of any occurrence in, upon, at or from the Premises or the sidewalks and Common
Areas, or occasioned wholly or in part by any negligent act or omission of Tenant, its agents, contractors,
employees, invitees, licensees, or concessionaires.
(b) Tenant shall store its property in and shall occupy the Premises and all other portions of the
Shopping Center at its own risk, and hereby releases Landlord, to the full extent permitted by law, from all claims of
every kind resulting from loss of life, bodily injury, personal injury or property damage occurring on the Premises.
(c) Landlord shall not be responsible or liable to Tenant or to those claiming by, through or under
Tenant for any loss or damage to either the person or property of Tenant that may be occasioned by or through the
acts or omissions of persons occupying adjacent, connecting or adjoining premises.
(d) Landlord shall not be responsible or liable for any defect, latent, or otherwise, in any building in
the Shopping Center or any of the equipment, machinery, utilities, appliances or apparatus therein, nor shall it be
responsible or liable for any injury, loss or damage to any person or to any property caused by or resulting from
bursting, breakage, leakage, steam or snow or ice, running, backing up, seepage, or the overflow of water or sewage
in any part of said premises or for any injury or damage caused by or resulting from acts of God or the elements,
including without limitation floods, storms, or hurricanes, or for any injury or damage caused by or resulting from
any defect or negligence in the occupancy, construction, operation or use of any of said Premises, building,
machinery, apparatus or equipment by any occupant of the Premises.
(e) Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the
building of which the Premises are a part, of defects therein or in any fixtures or equipment.
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(f) In case Landlord shall, without fault on its part, be made a party to any litigation commenced by
or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and
reasonable attorneys' and paralegals' fees (in settlement, at trial and on appeal) incurred by Landlord.
(g) Tenant shall also pay all costs, expenses, and reasonable attorneys' and paralegals' fees (in
settlement, at trial and on appeal and in any bankruptcy or similar proceedings) that may be incurred or paid by
Landlord in enforcing the terms of this Lease in the event Landlord prevails in such enforcement or otherwise
succeeds in such action or proceeding.
9.3 Notice by Tenant. Tenant shall give immediate written notice to Landlord in case of fire or accidents in the
Premises and the building of which the Premises are a part, of defects therein, or in any fixtures or equipment.
10. INSURANCE
10.1 Commercial General Liability. Tenant, at Tenant's sole cost and expense, shall procure and maintain
throughout the Term, and any extensions thereof, Commercial General Liability insurance naming Landlord and the
property manager as additional insureds. The limits of the Commercial General Liability insurance shall not be less
than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, personal injury and
property damage liability occasioned by or arising out of or in connection with the use, operation and occupancy of
the Premises; Products/Completed Operations with limits of not less than $2,000,000; Personal and Advertising
Injury with limits of not less than $1,000,000; with endorsements covering contractual liability, Premises &
Tenant shall deliver said policies or
certificates thereof to Landlord upon execution of this Lease and thereafter renewal policies or certificates shall be
delivered to Landlord not less than fifteen (15) days prior to the expiration of the policies of insurance. The failure
of Tenant either to effect said insurance in the names herein called for or to pay the premiums therefore or to deliver
said policies or certificates to Landlord shall, at Landlord's option, permit Landlord to (1) procure the insurance and
pay the requisite premiums therefore on behalf of Tenant, which premiums shall be paid to Landlord with the next
installment of Rent or (2) declare this Lease in default.
10.2 Business Automobile (If Applicable). Tenant shall carry at its own expense business automobile liability
insuring all owned, hired and non owned auto exposures with a limit of at least $1,000,000, naming Landlord as an
additional insured. The certificate should reflect notice of cancellation in accordance to policy provisions.
10.3 Workers' Compensation. Tenant shall carry at its own expense workers' compensation coverage as
required by Florida Statutes.
10.4 Property Insurance. Landlord shall procure building coverage subject to special foiiri coverage, with
replacement cost valuation.
10.5 Tenant Personal Property. Tenant shall carry at its own expense and maintain in full force and effect
during the Term of this Lease, business personal property coverage written on a special form basis, including
coverage for wind and hail, with a replacement cost valuation, covering all business personal property, including
stock and trade, trade fixtures, improvements and betterments, equipment and other personal property located in the
Premises and used by Tenant in connection with its business. The certificate or policy should include coverage for
basic flood and sprinkler leakage, if applicable, as well as business income and extra expense. The certificate or
policy should contain a maximum deductible of 5% on the perils of wind and hail.
10.6 Insurance Companies. All policies affording the above coverage should possess a rating of at least (A-) or
better as to management, with a financial strength of (V) or higher, in accordance to the latest edition of A.M. Best
Insurance Guide Oldwick, New Jersey.
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10.7 Evidence of Insurance. Landlord and Landlord's mortgagee, if any, shall be named as additional insured
under Tenant's insurance, and such insurance shall be primary and non-contributing with any insurance carried by
Landlord. Tenant's insurance policies shall contain endorsements requiring thirty (30) days notice to Landlord and
Landlord's mortgagee, if any, prior to any cancellation or any reduction in amount of coverage. Tenant shall deliver
to Landlord as a condition precedent to its taking occupancy of the Premises (but not to its obligation to pay rent), a
certificate or certificates evidencing such insurance acceptable to Landlord and Tenant shall at least thirty (30) days
prior to the expiration of any such policies, deliver to Landlord certificates of insurance evidencing the renewal of
such policies. Upon Landlord's written request, duplicate copies of the certificates of insurance required of Tenant
will be delivered to Landlord.
10.8 Plate Glass. Tenant shall replace, within fifteen (15) days, at its sole cost and expense, any and all plate
and other glass damaged or broken from any cause whatsoever in and about the Premises. Tenant shall procure and
maintain, at its own expense, insurance covering all plate and other glass in the Premises for and in the name of
Landlord. Tenant shall deliver certificates of such insurance to Landlord as provided in the first Section of this
Article.
10.9 Failure to Maintain Insurance. Tenant's failure to maintain any and all insurance required herein shall be
deemed an event of default and Landlord's procurement or maintenance of such insurance on behalf of Tenant, at
Tenant's sole cost and expense and such action shall not be a waiver of such default.
11. DESTRUCTION.
(a) Subject to the provisions of subparagraphs (b) and (c) if the Premises shall be partially damaged
by any casualty covered by Landlord's insurance policy, Landlord shall repair the same to their condition at the time
of the occurrence of the damage and the Minimum Rent shall be abated proportionately as to that portion of the
Premises rendered untenantable; provided, however, Landlord shall not be obligated to commence such repair until
insurance proceeds are received by Landlord and Landlord's obligation hereunder shall be limited to the application
of the proceeds actually received by Landlord under its insurance policy which have not been required to be applied
towards the reduction of any indebtedness secured by a mortgage covering the Shopping Center or any portion
thereof.
(b) If the Premises (i) are rendered wholly untenantable (as determined by Landlord in the exercise of
its sole discretion) or (ii) should be damaged as a result of a risk which is not covered by Landlord's insurance; or
(iii) should be damaged in whole or in part during the last three (3) years of the Term or of any renewal term hereof,
(iv) or the building of which it is a part are damaged to the extent of fifty (50%) percent or more of the then
monetary value thereof; or (v) if any or all of the building or Common Areas of the Shopping Center are damaged,
whether or not the Premises are damaged, to such an extent that the Shopping Center cannot in the sole judgment of
Landlord, be operated as an integral unit, then or in any such event, Landlord may either elect to repair the damage
or may cancel this Lease by notice of cancellation within one hundred twenty (120) days after such event and
thereupon this Lease shall expire, and Tenant shall vacate and surrender the Premises to Landlord. Tenant's liability
for Rent, subject to the provisions regarding abatement of Minimum Rent contained in subparagraphs (a) and (c),
shall continue until the date of termination of this Lease.
(c) Unless this Lease is terminated by Landlord, Tenant shall repair and re fixture at Tenant's expense
the interior of the Premises in a manner and to at least a condition equal to that existing prior to its destruction or
casualty and the proceeds of all insurance carried by Tenant on its property and improvements shall be held in trust
by Tenant for the purpose of said repair and replacement. Tenant's obligation hereunder shall be effective regardless
of the original source of such improvements.
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(d) If such damage or destruction occurs as a result of the negligence or misconduct of Tenant or
Tenant's employees, agents, contractors or invitees, and the proceeds of the insurance which are actually received by
Landlord are not sufficient to repair all of the damage, Tenant shall pay, at Tenant's sole cost and expense, to
Landlord upon demand, the difference between the cost of repairing the damage and the insurance proceeds received
by Landlord.
12. CONDEMNATION.
(a) If the whole of the Premises shall be acquired or taken pursuant to the power of eminent domain
for any public or quasi -public use or purpose, then this Lease and the term herein shall cease and terminate as of the
date of title vesting in the public authority in such proceeding.
(b) If any part of the Premises shall be taken as aforesaid, and such partial taking shall render that
portion not so taken unsuitable for the business of Tenant (as deteiuiined by Landlord in the exercise of its sole
discretion) (except for the amount of floor space) then this Lease and the Term herein shall cease and terminate as
aforesaid. If such partial taking does not render the Premises unsuitable for the business of Tenant (which
determination shall be made by Tenant in the execution of its reasonable discretion), then this Lease shall continue
in effect except that the Minimum Rent shall be reduced in the same proportion that the floor area of the Premises
taken bears to the original floor area and Landlord shall, upon receipt of the award in condemnation, make all
necessary repair or alterations to the building in which the Premises are located so as to constitute the portion of the
building not taken a complete architectural unit, but such work shall not exceed the scope of the work to be done by
Landlord in originally constructing the portion of the building housing the Premises, nor shall Landlord in any event
be required to spend for such work an amount in excess of the amount received by Landlord as damages for the part
of the Premises so taken. "Amount received by Landlord" shall mean that part of the award in condemnation for the
part of the Premises so taken which is free and clear to Landlord of any collection by mortgagees for the value of the
diminished fee and less any costs incurred by Landlord in connection with such condemnation proceeds if such costs
were not included in the amount received by Landlord.
(c) If more than twenty (20%) percent of the floor area of the building in which the Premises are
located shall be taken as aforesaid, Landlord may, by written notice to Tenant terminate this Lease, such termination
to be effective as aforesaid.
(d) All compensations awarded or paid upon such a total or partial taking of the Premises shall belong
to and be the property of Landlord without any participation by Tenant. Tenant shall, however, be entitled to claim,
prove and receive in such condemnation proceedings such award as may be allowed for reasonable relocation costs,
fixtures and other equipment installed by it but only to the extent that the same shall not reduce Landlord's award
and only if such award shall be in addition to the award for the land and building (or portion thereof containing the
Premises). To the extent that the Tenant has claim in condemnation proceedings, as aforesaid, Tenant may claim
from condemnors, but not from Landlord, such compensation as may be recoverable by Tenant.
13. ASSIGNMENT AND SUBLET I ING.
Tenant shall not assign, transfer, sell, pledge, mortgage or encumber this Lease, in whole or in part, or sublet all or
any part of the Premises, without the Landlord's prior written consent which shall not be unreasonably withheld and
in full compliance with the applicable Lease provisions. No partial assignment of the Lease shall be permitted. No
partial assignment of the leasehold estate or Premises shall be permitted. No mortgage, security interest, ,or other
instrument encumbering of the leasehold estate shall be permitted. As a condition of Landlord's approval for any
requested consent to a possible assignment or sublet as aforesaid, Tenant agrees to promptly pay all costs incurred
by Landlord in connection therewith, including, but not limited to, an administrative fee of not less than Five
Hundred and 00/100 dollars ($500.00) and, in addition thereto, reasonable attorneys' and paralegals' fees of not less
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than One Thousand and 00/100 dollars ($1,000.00) and shall furnish to Landlord not later than fifteen (15) business
days prior to the proposed assignment or sublease all of the following: (a) financial statements for the proposed
assignee or subtenant for the prior 12 month period prepared in accordance with generally accepted accounting
principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW
credit report or similar report known in the trade and acceptable to the Landlord on the proposed assignee or
subtenant, (d) a detailed description for the business the assignee or subtenant intends to operate at the Premises,
(e) the proposed effective date of the assignment or sublease, (f) a statement all of the material terms and conditions
of the proposed assignment or sublease, and (g) a detailed description of any ownership or commercial relationship
between Tenant and the proposed assignee or subtenant. The proposed assignee or subtenant shall execute an
Assignment/ Assumption of Lease Agreement and similar instruments in a form to be furnished by the Landlord
with all formalities required by law. The consent by Landlord to any assignment or subletting shall not constitute a
waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against
assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation
of law. In the event Tenant is a corporation, partnership, limited liability company, trust, or other business entity,
the conveyance of a controlling interest in the capital stock or other ownership or equity (including, without
limitations, shares, membership interest and partnership interests), as the case may be, shall be deemed an
assignment for the purposes hereof. If this Lease be assigned or if the Premises or any part thereof be occupied by
any party other than Tenant, Landlord may collect Rent from the assignee, or occupant and apply the net amount
collected to the Rent herein reserved, but no such assignment, under -letting, subletting, occupancy or collection shall
be deemed a waiver of this provision or an acceptance of the assignee, under tenant or occupant as lessee, or as a
release of Tenant from the further performance by Tenant of the provisions on its part to be observed or performed
herein. Any increase in rent attributable to any assignment or sublease as set forth herein shall be paid over to
Landlord, as Additional Rent in consideration for Landlord's consent. Notwithstanding any assignment or sublease,
or Landlord's consent thereto, Tenant shall remain fully liable and shall not be released from performing any of the
terms of this Lease for all of the remaining temt and any renewals or extensions thereof.
14. SUBORDINATION.
Tenant agrees that this Lease and Tenant's rights hereunder are and shall be subject and subordinate to any
mortgage, deed to secure debt or other security instrument now or hereafter placed against the land and
improvements comprising the Shopping Center, the Premises, or the building of which the Premises are a part, or
any part thereof, and to all renewals, modifications, replacements, consolidations and extensions thereof. In
furtherance of this Section, Landlord and Tenant agree that this Lease shall act as a subordination agreement and
shall automatically subordinate this Lease to any such mortgage, deed to secure or other security interest. Further, to
the extent of any conflict between the terms of this Lease and the terms of the Loan Documents relative to any
provisions within this Lease, the terms of the Loan Documents shall control. Upon request of Landlord or any
purchase of mortgagee of Landlord, Tenant agrees to execute and deliver any further instruments, acts, things or
documents to evidence such subordination within ten (10) days of Landlord's request therefore. It is expressly
understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrance of
all or any portion of the real property of which the Premises are a part. The Tenant, upon request of any party in
interest, shall execute promptly such instruments or certificates to carry out the intent of this Section as shall be
requested by the Landlord. Should Tenant not within ten (10) days following the request of any party in interest,
execute such instruments as aforesaid, then the Tenant irrevocably appoints the Landlord as attorney -in -fact for the
Tenant with full power and authority to execute and deliver in the name of the Tenant any such instruments or
certificates. Should any mortgagee or prospective mortgagee require a modification or modifications of this Lease,
which modification or modifications will not cause an increased cost or expense to Tenant or in any other way
substantially change the rights and obligations of Tenant hereunder, then, and in such event, Tenant agrees that this
Lease may be so modified and agrees to promptly execute whatever documents are required therefore and failure so
to do shall constitute an event of default.
15. ESTOPPEL STATEMENT.
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Within ten (10) days of Landlord's written request, Tenant shall promptly execute and deliver to Landlord a written
declaration in recordable form: (1) ratifying this Lease; (2) expressing the commencement and termination dates
thereof; (3) certifying that this Lease is in full force and effect and has not been assigned, modified, supplemented or
amended (except by such writings as shall be stated); (4) that all conditions under this Lease to be performed by
Landlord have been satisfied; (5) that there are no defenses or offsets against the enforcement of this Lease by the
Landlord, or stating those claimed by Tenant; (6) the amount of advance rental, if any (or none if such is the case),
paid by Tenant; (7) the date to which rental has been paid; and (8) the amount of security deposited with Landlord;
(9) and such other infoiniation as may be reasonably requested by Landlord or its lenders and/or purchasers. Such
declaration shall be executed and delivered by Tenant from time to time as may be requested by Landlord.
Landlord's lenders and/or purchasers shall be entitled to rely upon the same. The Tenant, upon request of any party
in interest, shall execute promptly such instruments or certificates to carry out the intent of this Section as shall be
requested by the Landlord. Should Tenant not within ten (10) days following the request of any party in interest,
execute such instruments as aforesaid, then the Tenant irrevocably appoints the Landlord as attorney -in -fact for the
Tenant with full power and authority to execute and deliver in the name of the Tenant any such instruments or
certificates.
16. ATTORNMENT.
Tenant shall in the event of the sale or assignment of Landlord's interest in the building or Shopping Center of
which the Premises form a part, or in the event of any foreclosure of, or in the event of exercise of the power of sale
under any mortgage made by Landlord covering the Premises, attorn to the purchaser and recognize such purchaser
as Landlord under this Lease.
17. DEFAULT, BANKRUPTCY.
17.1 Default.
(a) In the event the Tenant shall not pay the Rent or any other sums payable by the Tenant at the time
and in the amount stated and such default shall continue for a period of five (5) days, or if Tenant shall fail for any
reason to fully restore and replenish the Security Deposit after demand therefore and such default shall continue for
a period of five (5) days, or if, the Tenant shall fail to keep and perform any other conditions, stipulations or
agreements herein contained and such default shall continue for ten (10) days after written notice thereof, or if the
Tenant vacates or abandons the Premises or ceases doing business therein for a period of five (5) consecutive days
even if Rent payments are not in default, or if this Lease shall pass to or devolve upon, by law or otherwise, one
other than Tenant except as herein provided, or if the Tenant's interest hereunder or its property on the Premises is
sequestered or taken under the execution or other legal process, or if any judgment final beyond appeal, has been
filed against Tenant and Tenant shall have failed to pay for such judgment within thirty (30) days after judgment
shall have become final beyond appeal, or any discovery by Landlord that any financial statement, representation or
warranty given to Landlord by Tenant or by any guarantor of Tenant's obligations hereunder, is or was materially
false, or if the Tenant or any guarantor of Tenant becomes insolvent, or admits its inability to pay debts, or files or
has filed against it pursuant to any statute either of the United States or any state a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a receiver or trustee -of all or a portion of Tenant's
property or makes an assignment for the benefit of creditors, or makes a bulk sale of substantially all its assets or
stock if Tenant, Tenant's parent, or Tenant's guarantors is a corporation, or petitions for or enters into an
arrangement, then and in any of such events, the Landlord may, at Landlord's option, in addition to any all other
legal remedies and rights: (i) terminate this Lease by giving not less than three (3) days written notice and end this
Lease and re-enter upon the Premises; or (ii) declare the entire Rent for the balance of the term or any part thereof,
due and payable forthwith; or (iii) take possession of the Premises without terminating this Lease and rent the same
for the account of the Tenant (which may be for a term extending beyond the Term of this Lease) in which event the
Tenant covenants and agrees to pay any deficiency after crediting it with the Rent thereby obtained less all repairs
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and expenses, including the costs of remodeling and brokerage fees, and Tenant waives any claim it may have to any
rent obtained on such relating which may be in excess of the Rent required to be paid herein by Tenant; or
(iv) perform such obligation (other than payment of Rent) on Tenant's behalf and charge the cost thereof, together
with reasonable fee for Landlord's time and effort, to Tenant as Additional Rent; or (v) exercise any and all other
rights granted to Landlord herein or by applicable law; or (vi) the Landlord may resort to any two or more of such
remedies or rights. The exercise of any of the options herein contained shall not be deemed the exclusive Landlord's
remedy. In addition to any other remedy or rights set forth herein and not in limitation thereof, if Tenant shall
vacate or abandon the Premises or cease doing business therein and Rent payment shall be in default on such date,
Landlord may immediately and without notice terminate this Lease.
(b) Tenant also covenants and agrees to pay reasonable attorneys' and paralegals' fees and costs and
expenses of the Landlord (at trial, on appeal or in settlement and in any bankruptcy or similar proceeding), including
court costs, if the Landlord employs an attorney to collect Rent or enforce other rights of the Landlord herein in the
event of any breach of the Lease and the same shall be payable regardless of whether collection or enforcement is
effected by suit or otherwise.
(c) Tenant hereby expressly waives any and all rights of redemption granted by or under any present
or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord
obtaining possession of the Premises, by reason of the violation by Tenant of any of the provisions of this Lease, or
otherwise.
(d) In the event Tenant is in default hereunder prior to the date fixed as the commencement of any
renewal or extension of the Lease, Landlord may cancel such renewal or extension agreement by two (2) days'
written notice to Tenant.
17.2 Rights and Remedies. The various rights and remedies herein granted to Landlord may be exercised
concurrently and shall be cumulative and in addition to any others Landlord may be entitled to by law, and the
exercise of one or more rights or remedies shall not impair Landlord's right to exercise any other right or remedy.
The failure or forbearance of Landlord to enforce any right or remedy in connection with any default shall not be
deemed a waiver of such default nor a consent to a continuance thereof, nor waiver of the same default at any
subsequent date.
18. ACCESS OF PREMISES.
Landlord or Landlord's agents shall have the right to place, maintain and repair all utility equipment of any kind in,
upon or under the Premises as may be necessary for the servicing of the Premises and other portions of the Shopping
Center. Landlord or Landlord's agents shall also have the right to enter the Premises at all reasonable times to
inspect or to exhibit the same to prospective purchasers, mortgagees, lessees, and tenants and to make such repairs,
additions, alterations or improvements as Landlord may deem desirable. Landlord shall be allowed to take all
material in, to and upon the Premises that may be required therefore without the same constituting an eviction of
Tenant in whole or in part and the Rents reserved shall in no wise abate while said work is in progress by reason of
loss or interruption of Tenant's business or otherwise and Tenant shall have no claim for damages. If Tenant shall
not be personally present to permit an entry into the Premises when for any reason an entry therein shall be
permissible, Landlord or Landlord's agents may enter the same by a master key (or in the event of emergency or to
prevent waste, by the use of force as reasonably necessary and as allowed by law without it constituting a breach of
the peace) without rendering Landlord liable therefore and without in any manner affecting the obligations of this
Lease. Tenant shall no recourse against Landlord for the exercise of Landlords rights under this Section or to
institute and maintain any right or remedy provided by law in the event of a default by Tenant. The provisions of
this Section shall in no manner be construed to impose upon Landlord any obligation whatsoever for the
maintenance or repair of the building or any part thereof except as otherwise herein specifically provided. During
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the six (6) months prior to the expiration of this Lease or any renewal term, Landlord may place upon the Premises
"To Let" or "For Sale" signs which Tenant shall permit to remain thereon.
19. SALE BY LANDLORD.
In the event of any transfer or transfers of Landlord's interest in the Premises or the Shopping Center, other than a
transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and
liabilities on the part of Landlord occurring from and after the date of such transfer and Tenant does hereby release
Landlord, provided, however, that in which Tenant has an interest shall be turned over to the transferee and any
amounts then due and payable to Tenant by Landlord under any provisions of this Lease shall be paid to Tenant, it
being intended hereby that the covenants and obligations contained in this Lease on the part of the Landlord shall,
subject as aforesaid, be binding on Landlord, solely for its periods of ownership of the Shopping Center. Tenant
agrees to look solely to Landlord's estate and property in the Shopping Center(or the proceeds thereof) for the
satisfaction of Tenant's remedies for the collection of a judgment or other judicial process requiring the payment of
money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord
shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Tenant's remedies under or
with respect to this Lease, the relationship of Landlord and Tenant hereunder, or Tenant's use or occupancy of the
Premises.
20. END OF TERM.
At the expiration of this Lease, Tenant shall peaceably surrender the Premises in the condition Tenant was required
to maintain same (including the state of repair and maintenance to which the Premises were required to have been
sustained throughout the Term(s)) and otherwise in the same condition as it was in upon the delivery of possession
under this Lease, excepting only reasonable wear and tear and properly effectuated improvements and alterations
having been performed in accordance with the terms of this Lease, and shall deliver all keys and combinations to
locks, safes, and vaults to Landlord. Before surrendering the Premises, Tenant shall remove all its personal
property, trade fixtures, alterations, additions, and decorations, and shall repair any damage caused to the Premises
and the Shopping Center by their installation or by such removal. Tenant's obligations to perform this provision
shall survive the end of the Term of this Lease. If Tenant fails to remove its property upon the expiration of this
Lease, the said property, at Landlord's option, shall be deemed abandoned and shall become the property of
Landlord.
21. NOTICES.
Any notice, demand, request or other instruments which may be or required to be given under this Lease shall be
delivered in person or sent by United States Certified or Registered Mail, postage prepaid, and shall be addressed:
If to Landlord:
Southeast Overtown/Park West Community Redevelopment Agency
819 NW 2nd Avenue, 3R1' Floor
Miami, FL 33136
Attn: Clarence E. Woods, III, Executive Director
If to Tenant: at the Premises
Either party may designate such other address as shall be given by written notice.
22. INABILITY TO PERFORM.
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This Lease and the obligations of Tenant hereunder shall riot be affected or impaired because Landlord is unable to
fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of
strike or other labor troubles, civil commotion, invasion, rebellion, hostilities, military, or usurped power, sabotage,
governmental regulations or controls, inability to obtain any material, service or financing, energy shortages, acts of
God, or by any other causes beyond the control of Landlord. If Landlord is unable to give possession of the Premises
to Tenant within two (2) years from the Commencement Date for any reason whatsoever, this Lease shall
automatically terminate and Landlord, by reason thereof, shall not be subject to any liability thereof, except that
Landlord shall return to Tenant all monies which Landlord has heretofore received from Tenant.
23. WAIVERS OF SUBROGATION.
Each of the parties hereto waives any and all rights of recovery against the other or against any other tenant or
occupant of the building or the Shopping Center or against the officers, employees, agents, representatives, invitees,
customers, and business visitors of such other party or of such other tenant or occupant of the building or the
Shopping Center for loss of or damage to such waiving party or its property or the property of others under its
control arising from any cause insured against under the standard form of fire insurance policy with all permissible
extensions and endorsements covering additional perils, or under another policy of insurance carried by such
waiving party in lieu thereof, to the extent of the insurance proceeds paid hereunder. Such waivers shall be effective
only so long as the same is permitted by each party's insurance carrier without the payment of additional premium.
24. RULES AND REGULATIONS/ADVERTISEMENT.
Tenant shall observe faithfully and comply strictly with the rules and regulations as Landlord may from time to time
reasonably adopt for the safety, care, and cleanliness of the Shopping Center or the preservation of good order
therein. Landlord shall not be liable to Tenant for any violation of the rules and regulations or for the breach of any
covenant or condition in any lease by any other tenant in the building or the Shopping Center.
25. RELOCATION.
Prior to Tenant taking occupancy, Landlord, at its option, reserves the right to relocate the Tenant into another space
of similar square footage in the Shopping Center. Tenant shall be advised of said relocation on or before sixty (60)
days prior to substantial completion of the Landlord's Work. In the event that Tenant shall not agree to the
relocation as provided herein, Tenant may cancel this Lease upon written notice to Landlord within fifteen (15) days
after Tenant receives notice of such relocation. Upon cancellation, Landlord shall not be liable to Tenant for any
damages of any kind whatsoever. Tenant shall have no recourse against Landlord for the utilization of this Section.
Subsequent to Tenant taking possession of the Premises, Landlord shall, at its option, have the right to relocate the
Tenant to another space of similar square footage in the Shopping Center. Landlord must provide Tenant with no
less than thirty (30) days written notice. Landlord shall pay the reasonable costs of moving Tenant to the new
premises and for improving the new premises so that they are substantially similar to the Premises. Such move shall
be made in the evening or on the weekend to minimize the inconvenience to Tenant. If Landlord exercises its right
to relocate Tenant under this Section, the new premises shall be deemed to be the Premises under this Lease after
Tenant takes occupancy of the new premises. In the event that Tenant shall not agree to the relocation as called for
in the preceding Section, Landlord may cancel this Lease upon fifteen (15) days written notice to Tenant. Tenant,
upon receipt of notice, shall vacate the Premises no later than the last day of the month in which Tenant receives
said notice.
26 MECHANIC'S LIEN.
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Tenant shall have no authority to subject the Premises or the Shopping Center, any party thereof or any interest of
Landlord therein to any mechanic's or other lien(s) and same are expressly prohibited. The provisions hereof shall
invoke the protections of Section 713.10, Florida Statutes. Tenant shall in writing inform all parties who might
otherwise be entitled to file such a lien if not paid, that they are prohibited from doing so by virtue of these
provisions. Should any mechanic's or other lien nonetheless be filed against the Premises or the Shopping Center or
any part thereof or any interest of Landlord therein, by reason of Tenant's act or omissions or because of a claim
against Tenant, Tenant shall cause the same to be canceled and discharged of record by bond or otherwise within ten
(10) days after notice by Landlord (failing which Landlord in its sole and absolute discretion may elect to do so and
Tenant shall be liable for and pay immediately on demand all costs and expenses including attorneys' fees so
incurred). Tenant hereby indemnifies Landlord against, and shall keep the Premises and Shopping Center free from,
any and all mechanic's liens or other such liens arising from any work performed, material furnished, or obligations
incurred by Tenant in connection with the Premises or the Shopping Center, and agrees to obtain discharge of any
lien which attached as a result of such work immediately after such liens attaches or payment for the labor or
materials due. The Tenant understands that the Property of the Landlord, who is an agency and instrumentality of a
Florida municipal corporation, is expressly exempt from all such liens by Section 713.01(23) Florida Statutes.
27 SECURITY INTEREST.
Tenant hereby grants to Landlord a security interest in all the furniture and fixtures, goods, inventory, equipment,
machinery, accounts receivable and chattels of Tenant, all replacements, replenishment and substitutions thereof and
all products and proceeds thereof, now owned or hereafter acquired and which may be brought or put on the
Premises (the "Collateral"), as security for the performance of Tenant's obligations under this Lease and the
payment of the rent herein reserved and all costs and expenses incurred by Landlord in enforcing this Lease. The
lien hereby conferred is a contractual lien which shall be govemed by the provisions of the Uniform Commercial
Code, Article Nine, and may be enforced pursuant to the remedies provided in said statute. Without limiting the
foregoing, Tenant specifically authorizes Landlord, upon a default by Tenant hereunder, to remove the Collateral
from the Premises without notice or legal process and Tenant hereby waives and releases Landlord of and from any
and all claims in connection therewith or arising there from. Tenant agrees to execute such financing statements as
may be required by Landlord and if Tenant shall fail to do same within five (5) days following Landlord's notice or
demand, then Landlord is hereby authorized to do so on Tenant's behalf. Landlord shall subordinate the contractual
lien provided in this Section to the lien of any one first security interest but as a condition to executing such
subordination, Landlord may require Tenant to deposit additional amounts as security pursuant to Section 4 of this
Lease.
28 ENVIRONMENTAL MATTERS.
28.1 Hazardous Materials. Tenant shall not cause to escape, release or dispose of "hazardous or toxic
materials", as that term is herein defined, in, at, or under the Premises, or the Shopping Center or allow the storage
or use of hazardous or toxic materials at, in, or under the Premises, or in the Shopping Center.
For purposes of this Lease, "hazardous or toxic materials" shall mean all materials or substances which have been
determined to be hazardous to health or the environment, including, but not limited to, hazardous waste (as defined
in the Resource and Conservation and Recovery Act); hazardous substances as defined in the Comprehensive
Emergency Response, Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act); gasoline or any other petroleum product or by-product or hydrocarbon derivative; toxic
substances, (as defined by the Toxic Substances Control Act); insecticides, fungicides or rodenticide, (as defined in
the Federal Insecticide, Fungicide and Rodenticide Act); asbestos and radon and substances determined to be
hazardous under the Occupational and Safety Health Act or regulations promulgated hereunder. State and local
regulations, rules or laws that are applicable shall also be included as a reference for the purposes of this definition.
References to any statute, act, regulation or rule shall include amendments as they are made from time to time.
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Tenant agrees that any removal, disposal, handling, use and storage of any hazardous or toxic materials by Tenant
shall comply with all applicable federal, state, and local statutes, regulations or ordinances.
If Tenant uses, transports, stores or disposes of hazardous or toxic materials which results in contamination of the
Premises, or the Shopping Center, Tenant shall notify Landlord of the method, time and procedure it proposes for
any clean-up or removal of the hazardous or toxic materials. Landlord shall have the right to require reasonable
changes in such method, time or procedure or to require that the same be done after normal business hours or when
the Shopping Centers otherwise closed (i.e. weekends or holidays) except that, if Tenant is under a duty by federal,
state or local laws, regulations or ordinances to immediately remove the contamination or is under an order to
proceed in a specified manner, Tenant shall comply with the law, regulation, ordinance or order.
28.2 Indemnity. Tenant shall indemnify and hold Landlord and Shopping Center harmless from any and all
claims, damages, penalties, costs, liabilities or losses and any and all costs incurred by Landlord due to the
investigation, clean-up, removal, or restoration of the Premises or the Shopping Center if such claims, damages,
penalties, costs, liabilities or losses are incurred by Landlord due to hazardous or toxic substances introduced to the
Premises, or the Shopping Center and result from actions or inactions of Tenant and/or its agents, employees or
contractors.
28.3 Survival. Notwithstanding anything to the contrary provided in this Lease, the provisions of this Article 28
shall survive the expiration or earlier teiu,ination of this Lease.
29. LANDLORD'S RESERVATION.
Landlord shall have the right: (a) to change the name and address of the Shopping Center; and (b) to permit any
tenant the exclusive right to conduct any business so long as such exclusive right does not conflict with any rights
expressly given herein.
30. MISCELLANEOUS.
30.1 Attorneys' Fees. In the event of any litigation between Tenant and Landlord to enforce any provisions of
this Lease or any right of either party thereto, the prevailing party in such litigation shall be entitled to receive from
the other party, either as direct payment or as an award under any judgment, all cost and expenses, including
reasonable attorneys' and paralegals' fees, incurred in negotiation, at trial, or on appeal or in any bankruptcy
proceeding. Moreover, if either party hereto without fault is made a party to any litigation instituted by or against
any other party to this Lease, such other party shall indemnify Landlord or Tenant, as the case may be, against and
save it haiuuless from all costs and expenses, including reasonable attorneys' and paralegals' fees, incurred in
connection therewith.
30.2 Time is of the Essence. Time is of the essence with respect to the performance of each of Tenant's
covenants of this Lease and the strict performance of each shall be a condition precedent to Tenant's rights to remain
in possession of the Premises or to have this Lease continue in effect.
30.3 Holding Over. Any holding over after the expiration of this Term or any renewal term shall, by lapse of
time or otherwise, be construed to be a tenancy at sufferance and Tenant shall pay to Landlord, as liquidated
damages, triple rent for all of the time Tenant shall retain possession of the Premises or any part thereof. The
provisions of this Section shall not operate as a waiver by the Landlord of any right of reentry herein provided, nor
shall any act or receipt of money by Landlord in apparent affirmance of the holding over operate as a waiver of the
right to terminate this Lease for any breach of covenant by the Tenant; nor shall any waiver by the Landlord of its
right to terminate this Lease for any later breach of the same or another covenant.
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30.4 Partial Invalidity. If any provision of this Lease or application thereof to any person or circumstances shall
to any extent be invalid, the remainder of this Lease or the application of such provision to persons or circumstances
other than those as to which it is held invalid shall not be affected thereby and each provision of this Lease shall be
valid and enforced to the fullest extent permitted by law.
30.5 Brokers. Landlord and Tenant represent and warrant that they have not dealt with any brokers or finders in
connection with the execution of this Lease other than NAI Miami Commercial Real Estate Services, Worldwide
(the "Broker"). Landlord shall pay the fee due Broker pursuant to the terms of a separate agreement. Tenant agrees
to indemnify Landlord against and hold Landlord haiiuless from all liabilities arising from any claims for brokerage
for any brokers or finders claiming by, through or under Tenant, other than Broker, including cost of counsel fees (in
settlement, at trial or on appeal).
30.6 Waiver. Failure of Landlord to insist upon the strict performance of any provisions or to exercise any
option contained herein or enforce any rules and regulations shall not be construed as a waiver for the future of any
such provision, rule or option. The receipt of Landlord of Rent with knowledge of the breach of any provision of this
Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived
unless such waiver is in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly Rent shall be deemed to be other than on account of the earliest rent then unpaid nor shall
any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an
accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to
recover the balance of such rent or pursue any other remedy provided in this Lease or by law and no waiver by
Landlord in respect to one lessee shall constitute a waiver in favor of any other lessee in the Shopping Center.
30.7 Provisions Binding, etc. Except as otherwise expressly provided all provisions herein shall be binding
upon, and shall inure to the benefit of the parties, their legal representatives, successors and assigns and any sale by
Landlord of the Shopping Center or of the Premises shall be subject to this Lease. Each provision to be performed
by Tenant shall be construed to be both a covenant and a condition, and if there shall be more than one lessee, they
shall all be bound, jointly and severally, by these provisions. Tenant's obligations for the payment of any and all
sums due pursuant to this Lease shall survive the tenancy created hereunder.
30.8 Headings, Landlord, and Tenant. The article and section captions contained in this Lease are for
convenience only and do not in any way limit or amplify any term or provision hereof. The terms "Landlord and
"Tenant" as used herein shall include the plural as well as the singular, the neuter shall include the masculine and
feminine genders and, if there be more than one tenant, the obligations herein imposed upon Tenant shall be joint
and several.
30.9 No Estate by Tenant. This Lease shall create the relationship of lessor and lessee between Landlord and
Tenant; no estate shall pass out of Landlord.
30.10 Entire Agreement. This Lease and the Exhibits, Riders and/or Addenda if any attached, set forth the entire
agreement between the parties. Any prior conversations or writings are merged herein and extinguished. No
subsequent amendment to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed
by the party sought to be charged. Submission of this Lease for examination does not constitute an option for the
Premises and becomes effective as a Lease only upon execution and delivery thereof by Landlord to Tenant. It is
herewith agreed that this Lease contains no restrictive covenants or exclusive in favor of Tenant. The captions and
numbers appearing herein are inserted only as a matter of convenience and are not intended to define, limit, construe
or describe the scope or intent of any Section, nor in any way affect this Lease.
30.11 Governing Law. This Lease is made and accepted by the parties in the State of Florida, with reference to
the laws of such state and shall be construed, interpreted, and governed by and in accordance with the laws of the
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State of Florida. Tenant agrees that Landlord may institute any legal proceedings with respect to this Lease or the
Premises in the Circuit Court of the county in which the Premises are located and submits itself to the jurisdiction of
such court. If Tenant is a corporation/ or other business entity chartered other than in the State of Florida, Tenant
acknowledges and agrees that it is "doing business" in the State of Florida and hereby irrevocably appoints the
Secretary of State of the State of Florida as its agents for service of process for all matters pertaining to this Lease or
the Premises unless Tenant has qualified to do business in Florida and has registered another person with the
Secretary of State of the State of Florida as its agent for service of process within the State of Florida. In the event
Tenant does business under a fictitious name Tenant shall be in compliance with the State of Florida Fictitious
Name Act Section 865.09, Florida Statutes.
30.12 No Partnership. Nothing contained in this Lease shall, or shall be deemed or construed so as to, create the
relationship or principal -agent, joint venturers, co -adventurers, partners, affiliates, or co -tenants between Landlord
and Tenant; it being the express intention of the parties that they are and shall remain independent contractors one as
to the other.
30.13 Recording. Tenant shall not record this Lease or a memorandum thereof without Landlord's prior written
consent and joinder in such instrument and any attempts to so record without Landlord's consent shall, at Landlord's
option, render this Lease null and void.
30.14 Warranties and Representations of Tenant. INTENTIONALLY DELETED.
30.15 Concessionaires. Tenant shall not permit any business to be operated in or from the Premises by any
concessionaire or licensee without the prior written consent of Landlord (which consent may be withheld at the sole
and absolute discretion of Landlord).
30.16 Radon Disclosure, and OFAC Statement and Disclaimers.
Radon: The following notification is required by Florida law:
OFAC:
"Radon is a naturally occurring radioactive gas that, when it is accumulated in buildings 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 infoiuration regarding
radon and radon testing may be obtained from your county health department."
Landlord has not tested for Radon gas at the Property and therefore, makes no representation or warranty
regarding the presence or absence of same. Tenant hereby waives any and all actions against Landlord
related to the presence of such gas and Tenant confirms that it was given every reasonable opportunity prior
to initially entering into possession of the Premises, to engage in any such testing as it determined was
appropriate in Tenant's own business judgment and after securing any professional advice or guidance
Tenant elected to engage in Tenant's sole discretion.
Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or
beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by
Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of
the Treasury ("OFAC"); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy
Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the
Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of
the President issued pursuant to such statutes; or (iii) named on the following list that is published by
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OFAC: "List of Specially Designated Nationals and Blocked Persons." If the foregoing representation is
untrue at any time during the Term, an Event of Default will be deemed to have occurred, without the
necessity of notice to Tenant.
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30.17 WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT HEREBY MUTUALLY,
KNOWINGLY, WILLINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY AND
NO PARTY NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE
PARTIES (ALL OF WHOM ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR
ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT.
THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY
TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT
BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY
THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A
KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS.
LANDLORD HAS IN NO WAY AGREED WITH OR REPRESENTED TO TENANT OR ANY OTHER
PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES.
30.18 Waiver of the Right to File Permissive Counterclaims. Landlord and Tenant hereby mutually, knowingly,
willingly and voluntarily waive their right to file permissive counterclaims, as defined by Florida law, in any
lawsuit, proceeding or other litigation proceeding arising out of this Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written.
First Witness for Landlord
Second Witness for Landlord
First Witness for Tenant
Second Witness for Tenant
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LANDLORD:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Clarence E. Woods, III
Its: Executive Director
TENANT:
ULTRINA HARRIS, INDIVIDUALLY
TO FORM AND LEGAL SUFFICIENCY
By:
Name:
Its: CRA Special Counsel
Dated:
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FIRST ADDENDUM
CALCULATION OF ADJUSTMENTS
TO MINIMUM RENT
Annual increases in Minimum Rent during each Lease Year shall be calculated as follows: the Minimum Rent shall
be computed by multiplying the Minimum Rent for the previous Lease Year by 1.04%.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Addendum to be executed as required by law on
this day of , 2016.
First Witness for Landlord
Second Witness for Landlord
First Witness for Tenant
Second Witness for Tenant
LANDLORD:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Clarence E. Woods, III
Its: Executive Director
TENANT:
Ultrina Harris, Individually
TO FORM AND LEGAL SUFFICIENCY
By:
Name:
Its: CRA Special Counsel
Dated:
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FIRST ADDENDUM
CALCULATION OF ADJUSTMENTS
TO MINIMUM RENT
Annual increases in Minimum Rent during each Lease Year shall be calculated as follows: the Minimum Rent shall
be computed by multiplying the Minimum Rent for the previous Lease Year by 1.04%,
IN WITNESS WHEREOF, Landlord and Tenant have caused this Addendum to be executed as required by law on
this day of , 2016.
First Witness for Landlord
Second Witness for Landlord
First Witness for Tenant
Second Witness for Tenant
LANDLORD:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Clarence E. Woods, III
Its: Executive Director
TENANT:
Ultrina Harris, Individually
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
By:
Name:
Its: CRA Special Counsel
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EXHIBIT A
Address of the Shopping Center
OVERTOWN PLAZA
1490 NW 3rd Avenue, Miami, Florida 33136
LEGAL DESCRIPTION
Tract "9" of "TOWNPARK SUBDIVISION 4 U.R. PROJECT FLA. R-10", according to the Plat thereof, as
recorded in Plat Book 87, Page 52, of the Public Records of Miami -Dade County, Florida.
TOGETHER WITH:
A Portion of Tract "10", of "TOWNPARK SUBDIVISION 4 U.R. PROJECT FLA. R-10", according to the Plat
thereof, as recorded in Plat Book 87, Page 52 of the Public Records of Miami -Dade County, Florida, being more
particularly describes as follows:
Begin at the Southeast corner of said Tract 10; thence South 07°49'21" West along the South line of said Tract 10
for 170.98 feet; thence North 03°21'00" West for 70.02 feet; thence North 87°48'22" East for 40.98 feet; thence
North 03°21'00" West for 125 feet; thence North 87°48'22" East for 120.00 feet to a point on the East line of said
Tract 10; thence South 03°21'00" East along the West right of way line of NW 31-d Avenue, the same being the East
line of said Tract 10 for 195.83 feet to the Point of Beginning.
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EXHIBIT B
Site Plan for:
OVERTOWN PLAZA
The following language is deemed incorporated into and onto the attached Site Plan sketch: This exhibit is
diagrammatic and is intended only for the purpose of indicating the approximate location of constructed areas
comprising the Shopping Center and the approximate location of the Premises therein, and for the purpose of
indicating approximately the boundaries of the Shopping Center. It does not in any way supersede any of Landlord's
rights set forth in the Lease, including in respect of arrangements and/or locations of shared -use parts of the
Common Areas and changes in such arrangements and/or locations, including without limitation parking areas. It is
not to be scaled; any measurements or distances shown or parking counts should be taken as approximate.
Dimensions indicated (if any) are measured to the Property line of interior and party walls, and to the exterior face
of exterior walls, or lease lines. It does not purport to show the exact or final location of columns, division walls or
other required architectural, structural, mechanical or electrical elements. Dimensions diagrammatically reflected (if
any) are not exact nor to scale and in any case are approximate. In furtherance of the foregoing, and not m
dero ration or diminution thereof: Landlord expressly reserves the right at any time and from time to time, in
Lanclord's sole discretion, to (i) increase, reduce or change the number, size, nature, height, layout and/or locations
of buildings, walks, parking and/or other Common Areas and facilities now or at any time hereafter forming a part
of the Shopping Center, (ii) make alterations or additions to, and to build additional stories on, the Shopping Center,
including the building of which the Demised Premises forms a part, (iii) construct a parking deck or decks, (iv)
include within and/or to exclude from the deemed Shopping Center any existing orfuture areas, and (v) enclose any
mall, convert Common Areas into leasable areas (and vice versa), change the means of ingress and egress to and
from the Shopping Center and/or the Demised Premises, and expand or reduce the size of the Shopping Center.
References to tenants (if any) are not and shall not be deemed representations of existing or future tenancies nor of
any particular tenant -mix or tenant physical arrangement or placement, now or in the future anticipated.
Overtown Shopping Center
1490 NW 3rd Avenue
Miami, FL 33136
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EXHIBIT C
RULES AND REGULATIONS OF
OVERTOWN PLAZA
A. General Provisions.
1. Definitions. For purposes of these rules and regulation, the following terms shall be defined as set forth
below:
Tenant: Any person(s) or entity leasing or subleasing space within Overtown Plaza.
Owner: Southeast Overtown/Park West Community Redevelopment Agency, its successors
or assigns.
Manager: NAI Miami Commercial Real Estate Services, Worldwide, its successors or assigns.
Landlord: Southeast Overtown/Park West Community Redevelopment Agency, its successors
or assigns.
Occupant:
Leased Premises: Any leasable space leased or used by a Tenant or Licensee.
Premises:
Tenants and licensees shall collectively be referred to as Occupants.
Leased Premises and any occupiable space located in or on Overtown Plaza
hereinafter referred to as "the Property" or "the Premises".
2. Applicability. These rules and regulations shall apply to all Occupants of the Property except as
specifically provided herein to the contrary. The Landlord shall be permitted (but not required) to grant relief from
specific rules and regulations contained herein to one or more occupants within the Property upon written request
therefore and good cause shown in the sole opinion of the Landlord.
3. Additional Rules and Amendments. Landlord reserves the right to make such other reasonable rules and
regulations which it determines, from time to time, are necessary or appropriate for the safety, care, protection,
cleanliness or good order of the Property. Any such additional rules and regulations shall be binding upon each
Occupant with the same force and effect as if the same had been included herein and in existence at the time the
Occupant acquired its interest in the Property. Landlord further reserves the right at any time to modify or revoke
any existing rule or regulation.
B. Operation of Premises.
1. Hours of Operation. All Occupants shall be open for business daily, fully fixtured, stocked and staffed
(Christmas Day, New Year's Day, Thanksgiving Day and national holidays excepted). All Occupants shall open for
business no later than 10:00 o'clock A.M. and shall continuously remain open for business until 6:00 o'clock P.M.,
Monday through Friday except for the grocery store which shall have the option of being continuously open for
business from Monday through Sunday. Landlord shall have the right to extend or modify such hours due to
seasonal or promotional objectives and such additional hours shall be binding on all Tenants unless objected to in
writing by at least 75% of all Tenants then occupying the Shopping Center.
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2. Illumination of Signs and Displays. All Occupants of the Shopping Center shall keep their display
windows, shadow boxes, if any, signs and exterior lights illuminated during the hours each business day and night
designated by Landlord. All Occupants of Premises within the Center shall maintain night lights within their
Premises at all times during which the same are not open for business.
3. Signs and Advertising. No sign, advertisement, display, notice or other letter shall be exhibited, inscribed,
painted, or affixed on any part of the outside of the Premises or inside, if visible from the outside, or outside the
building of which they form a part, and, no symbol, design, mark, or insignia adopted by Landlord for the Shopping
Center or the tenants therein shall be used in connection with the conduct of Tenant' s business in the Premises or
elsewhere without, in each instance, the prior written consent of Landlord. All such signs, displays, advertisements,
and notices of Tenant so approved by Landlord shall be maintained by Tenant in good and attractive condition at
Tenant' s expense and risk. No pennants, banners or other advertising shall be suspended from the ceiling or interior
walls of any Premises. No "for sale", "for rent", or similar sign shall be displayed in any Premises.
4. Awnings. No awning or other projections shall be attached to the outside walls of the Premises or the
Shopping Center of which they form a part without, in each instance, the prior written consent of Landlord.
5. Plate Glass. Tenant shall replace, at its sole cost and expenses, any and all plate and other glass damaged
or broken from any cause whatsoever in and about the Premises. Tenant shall procure and maintain, at its own
expense, insurance covering all plate and other glass in the Premises for and in the name of Owner.
6. Temperature of Premises. Tenant shall keep the Premises at a temperature sufficiently high to prevent
freezing of water in pipes and fixtures and shall maintain positive air pressure in the Premises so as to prevent the
drawing of heated or cooled air from any enclosed area and keep the Premises comfortably heated or air
conditioned.
7. Character of Operations. No Occupant will conduct any auction, fire, bankruptcy, or closeout sale nor
conduct its business in a manner which is commonly know and accepted in a retail trade as a discount store,
wholesale store, outlet store or surplus store, provided, however, this provision shall not be precluded the conduct of
periodic, seasonal, promotional or clearance sales nor shall it be deemed to give the Landlord a right to approve or
disapprove the price at which any business offers its merchandise for sale.
8. Window Displays. Tenant shall install and maintain at all times, displays of merchandise in the show
windows of the Premises. All articles and the arrangement, style, color, and general appearance thereof in the
interior of the Premises which shall be visible from the exterior thereof, including without limitation window
displays, advertising matter, signs, merchandise, and store fixtures shall be maintained subject to the approval of
Landlord, and Tenant shall immediately upon order from Landlord remove all or any part of such articles and
arrangements that are objectionable to Landlord or take such other action with reference thereto as Landlord may
direct.
9. Pest Extermination. Tenant shall use at Tenant's cost such pest extermination contractor as Landlord may
direct and at such intervals as Landlord may require, provided the cost thereof is competitive with any similar
service available to Tenant.
10. Deliveries. Each Occupant shall use its best efforts to cause all delivery vehicles servicing the Premises to
load and unload all supplies, goods, packages, furniture, equipment and all other items being delivered to the
Occupant prior to 10:00 o'clock A.M. Delivery during other business hours shall not be absolutely prohibited,
provided such deliveries do not in the reasonable opinion of the Landlord constitute a nuisance to the operation of
the Property.
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11. Window Cleaning. Tenant at its expense shall participate in any reasonable window cleaning program that
may be established by Landlord for all or substantially all other stores in the Center and shall not permit window
cleaning or other exterior maintenance or janitorial services in and for the Premises to be performed except by such
person(s) as shall be approved by Landlord and except during reasonable hours designated for such purposes by
Landlord.
12. Logo. Tenant shall use the Shopping Center name and logo, if any be designated by Landlord, as either
may be changed from time to time, in referring to the location of the Premises in all newspapers, radio, television or
other advertising. Such logo shall be and remain in the sole property of Landlord and Landlord may revoke the
license hereby granted to Tenant for the use of it at any time.
13. Theft or Loss. Each Occupant is fully responsible for the protection of its premises and the contents thereof
from robbery, theft, vandalism, pilferage or other loss.
C. Restrictions and Prohibitions.
1. Nuisances. No business will use or permit the use of any apparatus for sound production or transmission of
any exterior lighting such as flashing lights, search lights, etc., or television or radio broadcast or permit live
entertainment within or outside of the Premise. No Occupant will cause or permit objectionable odors to emanate or
be dispelled from the premises.
2. Television and Radio Equipment. No Occupant shall be permitted to install any antenna or aerial wire, or
radio or television equipment inside or outside the Premises without the prior written approval of the Landlord,
which shall specify the terms and conditions for any such installation.
3. Vending Machines. No Occupant, except for the grocery store, may operate for use by the general public
any coin or token operated vending machine or similar device for the sale of any goods, wares, merchandise, food,
beverages or services including, but not limited to, pay telephones, pay lockers, pay toilets, scales, amusement
devices, machines for sale of beverages, foods, candy, cigarettes, or other commodities without prior written consent
of the Landlord. Any Occupant may install said vending machines or devices for use only by such Occupant and its
employees, provided such installation is in a non -sales area.
4. Trash and Garbage. No Occupant shall permit the accumulation of rubbish, trash, garbage and other refuse
in and around its Premises.
5. Hazardous Substances or Conditions. No Tenant shall overload the floor of its Premises or use or operate -
any machinery equipment or other device that is harmful to the Premises. No Occupant shall keep in its Premises
any inflammable, combustible or explosive substance or any substance that would create or tend to create a
dangerous or combustible condition. Furthermore, no Tenant shall install electrical or other equipment that the
Landlord determines might cause impairment or interference with the provisions of services to the Property. Any
Occupant whose business requires use or possession of extra hazardous substances, or entails extra hazardous
operations or conditions, shall so advise the Landlord and shall obtain their consent prior to bringing such
substances onto or creating such condition within the Premises. Any damage to persons or property resulting or
arising out of such use shall be the sole responsibility of such Occupant.
6. Animals. No animals shall be permitted within any of the Premises except as peiuiitted by Federal Law or
as specifically approved by the Landlord.
7. Exterior Painting and Decorating. Following completion of its Premises, no Occupant shall change the
color, type of paint or stain or other covering on any part of the exterior or interior thereof, without first obtaining
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the Landlord's written approval of any such painting, alteration or decorating. Upon notice from the Landlord, any
Occupant will promptly remove any paint or decoration or alteration that has been so applied or installed without
prior written approval, or take such action with reference thereto as the Landlord may direct.
8. Insurance Rates. No Occupant shall permit or suffer anything to be done or kept in its Premises that will
increase the rate of insurance for such Premises or the Property.
9. Concessionaires. Tenant shall not permit any business or activity to be operated in or from the Premises by
any concessionaire, licensee, or invitee without the prior written consent of Landlord
D. Use of Common Areas and Operation of Property.
1. Use of Sidewalks and Parking Areas. No Occupant may use any sidewalk, or walkway or any vestibule or
entrance of its Premises or any portion of the Common Areas, for keeping, displaying, advertising or sale of any
merchandise, equipment, devises or objects except with the Landlord's prior written approval. Every Occupant's
right to use all sidewalks, vestibules, entrances, parking areas, corridors, and other Common Areas of the Property is
limited to ingress and egress and parking for no other use. No Occupant shall permit the encumbrance or obstruction
of any portion of the Common Areas, The Landlord reserves the right to control and operate all Common Areas in
such manner as it deems best for the benefit of the Property generally, including the grant of exclusive use of the
certain portions of the Common Areas as Landlord sees fit from time to time. No Occupant shall obstruct, litter, mar,
or damage any part of the hallways, corridors, exterior door or walls, landscaped areas, or any other portion of the
Common Areas, and any Occupant shall be responsible for any such damage caused by it or its employees, agents,
or contractors.
2. Employee Parking. The Landlord shall have the right from time to time to designate those spaces which
shall be used for parking by employees of Occupants or to grant exclusive use of parking spaces as Landlord deems
in the best interest of the Property as a whole. In the event such a designation is made, no employees may park in
any parking areas other than that specifically designated for their use. Any employee vehicle parked in any such area
shall be subject to such fines as are established by the Landlord. In furtherance, hereof, Tenant shall furnish
Landlord with State automobile license numbers assigned to Tenant's car(s) and those of its employees within five
(5) days after the Rental Commencement Date and shall thereafter notify Landlord of any changes within five (5)
days after such changes occur. If Tenant or its employees shall fail to park their cars in the designated parking areas
after giving notice to Tenant, Landlord shall have the right to charge Tenant as Additional Rent Twenty ($20.00)
dollars per day per car parked in any parking area other than those designated. Tenant shall require each of its on -
Premises employees, as a condition of their employment, to acknowledge in writing each such employee's
agreement to abide by all of the rules and regulations established by Landlord with respect to the Shopping Center
parking lot and employees parking. Tenant shall take such action as is necessary in order to enforce such agreements
on behalf of both Landlord and Tenant.
3. Security. The Landlord may take all the measures it may deem reasonably necessary or appropriate for the
security of the Property, the Occupants and their invitees, licensees or employees including, but not limited to,
searching for cause or suspected cause of any person entering, leaving, or within the Property, the evacuation of the
Property or any part thereof for drill purposes or otherwise, the temporary denial to Occupants and their invitees,
employees, or licensees of access to the Property of any portion thereof, and the closing of the Property on non -
business days, legal holidays, and after business hours.
4. Solicitations. Solicitations, including the distribution of hand bills or other advertising matter by any
Occupant are prohibited within the Property or the parking areas unless specifically authorized in advance by the
Landlord.
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E. Enforcement.
1. Compliance, Fines. Every Occupant shall comply with these rules and regulations as set forth herein, and
any and all rules and regulations which from time to time may be adopted by Landlord. Failure of an Occupant to so
comply shall be grounds for action that may include, without limitation, an action to recover sums due for damages,
injunctive relief or any combination thereof. In addition to all other remedies, in the sole discretion of the Landlord
or the Association, a fine or fines may be imposed upon an Occupant for failure of an Occupant, its guest, invitees,
lessees or employees, to comply with any restriction, rule, or regulation after notice of such violation and shall pay
to Landlord one hundred and 00/ 100 dollars ($ 100.00) for each day or portion thereof that Tenant fails to correct
such violation. Any violation of these rules and regulations which is not immediately corrected upon notice to
Tenant by Landlord shall be deemed an event of default under such Tenant's lease.
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EXHIBIT D
WORK LETTER AGREEMENT
PREFACE
This Exhibit D describes the obligation of the Landlord and the Tenant for the design and construction of the
Premises. Each defined term of the Lease shall have the same meaning when used in this Exhibit.
The work described in Section A will be perfonned by Landlord at Landlord's expense. The work described in
Section C will be performed by the Tenant at Tenant's expense. The work required in Section A shall be called
"Landlord's Work".
The work described in Section B will be performed by Tenant at Tenant's expense and shall be completed in
accordance with Tenant's Final Plans as approved by Landlord. The work required in Section B shall be called
"Tenant's Work".
In order to insure an orderly and aesthetically coordinated storefront and sign design, plans and drawings for same
shall be submitted to Landlord for approval as described under Section D, "Procedure".
SECTION "A" - WORK BY LANDLORD IN PREMISES
The Landlord shall complete the following work in the Premises at the Landlord's sole cost and expense:
None. The space will be delivered in "As Is" condition.
SECTION "B" - WORK BY TENANT IN PREMISES
All work by Tenant in the Premises shall be performed by contractors approved in advance by Landlord. As one of
the conditions for approval, Landlord may require the contractor to procure a Payment Bond for the benefit of the
Tenant and Landlord.
Utilities by Tenant: Tenant shall directly arrange for and procure, at the Tenant's expense, the following:
(a) All building, plumbing, occupancy and other required permits, and furnish copies to the Landlord.
(b) Telephone service through empty conduit from Landlord's equipment room to the Premises.
(c) All required utility meters and fees.
(d) Connection to the Landlord installed utilities.
2. Non -Combustible Construction: All Tenant construction shall be non-combustible. Treated, fire resistant
wood will be permitted where approved by the governmental authorities having jurisdiction over the Shopping
Center.
3. Temporary Services: (NOTE) In the event permanent services are not made available to Tenant for and
during construction, including lighting power, and water (but excluding any and all power for use in heating or air
conditioning the Premises), temporary services may be obtained, at the Tenant's expense, from Landlord at cost, the
amount being payable to Landlord by Tenant on demand.
4. Signs: The Tenant is responsible for the supply and installation of all signage at the Tenant's expense. The
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tenant will be responsible for preparing and submitting sign plans and specifications to the Landlord for approval.
5. Other Work: Tenant shall perform all other work not included in Landlord's work necessary for Tenant to
occupy and use the Premises.
6. Discipline: Tenant shall enforce strict discipline and good order among the employees of Tenant's
contractors and subcontractors and if requested by Landlord shall enforce Landlord's rules for the job site.
7. Character of Employees: Tenant shall not employ any unfit person or anyone not skilled in the work he is
perfot„iing, or any workmen that are incompatible with the work -force or who will cause or whose presence will
cause labor disputes.
8. Maintenance of Premises: Tenant shall maintain the Premises in a clean and orderly condition during
construction and merchandising. Tenant shall promptly remove all unused construction materials, equipment,
shipping containers, packaging, debris, and flammable waste from the Shopping Center. Tenant shall contain all
construction materials, equipment, fixtures, merchandise, shipping containers and debris within the Premises. The
common exterior areas of the Shopping Center shall be clear of Tenant's equipment, merchandise, fixtures, refuse
and debris at all times. Trash storage within the Premises shall be confined to covered metal containers.
9. Violations: In the event Tenant is notified of any violations of codes, ordinance regulations, requirements
or guidelines, either by the governmental authorities or by the Landlord, Tenant shall, at its expense, correct such
violations within ten (10) calendar days after such notification.
SECTION "C" - WORK BY TENANT IN PREMISES AT TENANT'S EXPENSE
The Tenant shall complete the following work in the Premises at the Tenant's sole cost and expense except for the
tenant improvement allowance in the amount of Eighty -Five Thousand and No/100 Dollars ($85,000.00) (the
"Tenant Improvement Allowance"):
1. Tenant shall cause the Premises to be built out in accordance with the plans and specifications approved by
Landlord. Tenant shall make all improvements required to open the store. Upon the opening for business, the
certificate of occupancy being presented to the Landlord, fmal lien waivers from Tenant's General Contractor and
proof of insurance, the Landlord shall fund Tenant the balance of the Tenant Improvement Allowance.
2. Provided Tenant is not in default under the Lease, the Tenant Improvement Allowance shall be paid by
Landlord to Tenant in a series of draws (each, a "Tenant Improvement Draw Payment") within twenty (20) business
days after Landlord's receipt of a draw request from Tenant or its contractor (on an AIA form or such other form
reasonably approved by Landlord) accompanied by the delivery of notarized partial lien waivers from all applicable
contractors, subcontractors, material men and suppliers and a certification from Tenant's architect (on an AIA form
or such other foinn reasonably approved by Landlord) that the improvements and materials subject to the draw
request have been completed and/or delivered to the Premises, as applicable. Tenant shall not make a draw request
more than once a month. The final disbursement of the Tenant Improvement Allowance shall be made when Tenant
provides to Landlord: (i) final lien waivers from all applicable contractors, subcontractors, materialmen, architects
and engineers; (ii) certificates of completion are provided by each of Tenant's architect and general contractor; and
(iii) a final certificate of occupancy for the Premises. Any and all costs for the Tenant Improvements above the
Tenant Improvement Allowance as reflected in the construction budget for the Tenant Improvements shall be paid
by Tenant to the applicable contractors, subcontractors, and materialmen and suppliers first. Once Tenant shall have
spent its portion of the cost of the Tenant Improvements and provided reasonable documentation to Landlord
confirming the same, Landlord shall commence to disburse the Tenant Improvement Allowance as provided herein.
For example, if the total estimated cost of the Tenant Improvements is $120,000 and the Tenant Improvement
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Allowance is $100,000 Tenant shall fund $20,000 prior to Landlord funding any portion of the Tenant Improvement
Allowance. If at any time the construction budget becomes out of balance, Tenant shall be required to fund any
shortfalls before Landlord disburses any additional portion of the Tenant Improvement Allowance. If Landlord
disburses the entire Tenant Improvement Allowance and unpaid costs or expenses remain, Tenant shall be fully
responsible for and promptly pay when due. Tenant shall receive no credit or payment for any unused portion of the
Tenant Improvement Allowance.
SECTION "D" - PROCEDURE
1. Tenant Coordination: Landlord's Tenant Coordinator shall be responsible for the review of "Tenant's
Design Drawings and Final Plans" (as hereinafter defined). All questions pertaining to the design and construction
of the Premises and all plan submittal shall be directed to the Tenant Coordinator.
2. Lease Outline Drawing: Landlord shall furnish to Tenant a drawing of the Demised Premises of the type
commonly known as a Lease Outline Drawing: (herein sometimes referred to as the "L.O.D.") The L.O.D. shall be
prepared by the Landlord's architect at a scale of '/ inch equals one (1) foot and shall show the dimensions and
square footage of the Premises. In addition, the L.O.D, shall show the location of the sprinkler feed, electrical
conduit, soil pipe, water line and points of entry of other Landlord supplied services.
3. Store Plans: Tenant shall supply Landlord with four (4) sets of store plans and specification ("Tenant's
Design Drawings and Final Plans"). These plans should include storefront elevations, reflected ceiling plan, interior
layout and finish, plumbing plans and mechanical and electrical plans and should be submitted for approval within
forty-five (45) days after notification by Landlord. These plans shall be prepared at a scale of % inch equals one (1)
foot.
4. Sign Plans: Tenant shall supply Landlord with four (4) sets of signage plans for approval. The scale in the
signage plan should be 'A inch equals one (1) foot.
5. Final (Revised) Plans: If the Tenant's Design Drawings shall have been marked "disapproved" by the
Landlord, the Final Plans shall incorporate any revisions to the Tenant's Design Drawing required to satisfy
Landlord's reason for disapproval of same. On or before twenty (20) days after receipt of the Final Plans, Landlord
shall return to Tenant the final Plans marked with either "approved" or "disapproved". If they are marked
"disapproved", Landlord shall also note their reasons for such disapproval, and Tenant shall, on or before ten (10)
days after receipt of such "disapproved" Final Plans, correct any deficiencies noted by Landlord and resubmit the
corrected Final Plans to Landlord. Tenant's Work shall be performed only in accordance with the approved Final
Plans.
6. List of Tenant's Contractors: Tenant shall furnish Landlord with a list of contractors Tenant intends to use
to perform Tenant's Worlc. Landlord shall reserve the right to approve or disapprove any and all of said contractors.
Tenant shall advise all contractors, subcontractors and material persons of the terms of this Lease at Section 7.3
regarding mechanics liens.
7. Permits: Tenant shall obtain all necessary permits from the governmental authorities having jurisdiction
over the Shopping Center and forward a copy of all permits to the Landlord prior to its and Landlord's start of work
in the Premises.
8. Certificate of Occupancy: Tenant shall secure an occupancy permit from the governmental authorities
having jurisdiction over the Shopping Center in sufficient time to allow Tenant to open the Premises in accordance
with the opening requirements of this Lease. A copy of it is to be provided to the Landlord.
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9. Temporary Storefront: If Tenant's work is not completed within the time required by this lease (or in any
event, is not completed on the Grand Opening Date), Landlord may, at Tenant's expense, install a temporary
storefront of barricade.
10. Work: Landlord's work is limited to that required of Landlord by this Exhibit E and Tenant shall be
required to make all improvements to the Premises in accordance with Tenant's Final Plans, as approved by
Landlord.
11. Insurance, etc. Tenant shall provide Landlord with copies of Certificate of Insurance and Competency from
subcontractor.
12. Liens. Tenant shall provide Landlord with Final Release of Liens from all subcontractors within ten (10)
working days of completion of work prior to final acceptance by Landlord.
13. Upon completion of Tenant's work, the amount of square footage in the Premises as set forth in Section 1.1
of the Lease may in Landlord's sole and absolute discretion, be adjusted in order to conform to any minor variations
in actual square footage and a corresponding adjustment shall in such case also be made in the amount of Minimum
Rent; but not otherwise. If adjustments are so required by Landlord, then, such will be shown as an amendment to
this Lease, which Tenant agrees to execute within ten (10) days after presentation by Landlord.
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EXHIBIT "E"
INTENTIONALLY DELETED
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EXHIBIT "F"
ACKNOWLEDGEMENT FORM
Tenant acknowledges that the Rent Commencement Date of the Lease is
, which date is hereby affirmed by Tenant's Signature on this
acknowledgement form below.
Tenant
Ultrina Harris, Individually
Date:
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
By:
Clarence E. Woods, III, Executive Director
Date:
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