HomeMy WebLinkAboutCRA-R-23-0044 Exhibit ALEASE AGREEMENT
BETWEEN
3 H COMMUNICATIONS, INC.
as Tenant
AND
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
as Landlord
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SHOPPING CENTER LEASE
DATE: As of July I, 2023 ("Effective Date" of this Lease)
LANDLORD: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY
TENANT: 3 H COMMUNICATIONS, INC.
TABLE OF CONTENTS
1. 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 2
3.3 Failure of Tenant to Open 3
3.4 Quiet Enjoyment 3
4. RENT 3
4.1 Minimum Rent 3
4.2 Annual Rent Increase 3
4.3 Late Charge 3
4.4 Additional Rent 3
4.5 Payment of Estimated Additional Rent 3
4.6 Payment of Additional Rent 3
4.7 Verification 3
4.8 Proration 3
4.9 Security Deposit 3
5. COMMON AREAS 4
5.1 Use of Common Areas 4
5.2 License 4
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5.3 Cost of Maintenance 4
6. USE OF PREMISES 5
6.1 Use and Possession 5
6.2 Signage 5
7. ALTERATIONS, REPAIRS, AND MAINTENANCE 5
7.1 Alterations 5
7.2 Repairs by Landlord 5
7.3 Repairs by Tenant 6
7.4 Condition of Premises 6
7.5 Rubbish Removal 6
7.6 Sidewalks 6
8. UTILITIES 6
9. TENANT'S PROPERTY 7
9.1 Taxes on Leasehold 7
9.2 Indemnity 7
9.3 Notice by Tenant 8
10. INSURANCE 8
10.1 Commercial General Liability 8
10.2 Business Automobile 8
10.3 Worker's Compensation 8
10.4 Property Insurance 8
10.5 Evidence of Insurance 8
10.6 Plate Glass 9
10.7 Failure to Maintain Insurance 9
11. DESTRUCTION 9
12. CONDEMNATION 9
13. ASSIGNMENT AND SUBLETTING 10
I4. SUBORDINATION 11
15. ESTOPPEL STATEMENT 11
16. ATTORNMENT 12
17. DEFAULT, BANKRUPTCY 12
17.1 Default 12
17.2 Rights and Remedies 13
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18. ACCESS OF PREMISES I3
19. SALE BY LANDLORD 13
20. END OF TERM 14
21. NOTICES 14
22. INABILITY TO PERFORM 14
23. WAIVERS OF SUBROGATION 15
24. RULES AND REGULATIONS 15
25. RELOCATION 15
26. MECHANIC'S LIEN 15
27. SECURITY INTEREST 16
28. ENVIRONMENTAL MATTERS 16
28.1 Hazardous Materials 16
28.2 Indemnity 17
28.3 Survival 17
29. LANDLORD'S RESERVATION 17
30. MISCELLANEOUS 17
30.1 Attorneys' Fees 17
30.2 Time is of the Essence 17
30.3 Holding Over 17
30.4 Partial Invalidity 17
30.5 Brokers 17
30.6 Waiver 17
30.7 Provisions Binding, etc 18
30.8 Headings, Landlord, and Tenant 18
30.9 No Estate by Tenant 18
30.10 Entire Agreement 18
30.11 Governing Law 18
30.12 No Partnership 18
30.13 Recording 19
30.14 Warranties and Representations of Tenant 19
30.15 Concessionaires 19
30.16 Radon Disclosure and Disclaimer 19
30.17 Waiver of Trial By Jury 20
30.18 Waiver of the Right to File Permissive Counterclaims 20
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EXHIBITS, ADDENDA
First Addendum - General Addendum
Second Addendum - Calculations of Adjustments to Minimum Rent
Exhibit "A" - Address of the Shopping Center
Exhibit "B" - Site Plan for Overtown Shopping Center
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 1st day of July, 2023 (the "Lease Effective Date"), by and between Southeast
OvertownfPark West Community Redevelopment Agency (Landlord"), having an address 819 NW 2"d Avenue,
Third Floor, Miami, FL 33136, 3 H Communications, Inc.("Tenant"), having an address 1490 NW 3' Aveuue,
Unit #111, Miami, Florida 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: Metro by T-Mobile
(b) Commencement Date: July 1, 2023 (See Section 3.1)
(c) Term: Initial - (3) years (See Section 3.1)
Renewal - (see First Addendum) (See Section 3.1)
(d) Initial Expiration Date: June 30, 2026 (See Section 3.1)
(e) Tenant Suite Number: 111 (See Exhibit "B")
(#) Size of Premises: Approx. 1,016 square feet of gross leasable area (See Section 2.1)
(g) Initial Payment: $2,623.04 (See Section 3.1)
(h) Minimum Rent: (See Section 4.1 and 4.2)
Year *Annual Monthlj
1 $18,288.00 $1,524.00 *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 4.4)
(j) Security Deposit: $5,246.08 (See Section 4.9)
(k) Use: As a licensee operating a first class Metro by T-Mobile retail store and related accessories,
all the above in keeping with local, state, federal and municipal codes as may apply to such an
operation and for no other purposes (See Section 6.1)
(1) Tenant Pro Rata Share: 3.27% (See Section 2.2 and 4.4)
(m) Guarantor(s): Maritza Castellon Rios and Hector Rios, Husband and Wife (See Exhibit F)
(n) Recap of 1st Year Rent:
Area: 1,016 sq. ft. Sq. Ft. x Estimated Expenses $11.09 per Sq. Ft. = $11,267.44 (Per year)
Base Rent: $1,524.00
Expenses: $ _ 938.95
Subtotal: $2,462.95
Sales Tax: $ 160.09
Advertising Fee: $ N/A
Total Rent: $2,623.04
(o) Percentage Rent Factor: N/A Sales Break Point $ N/A
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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 Shopping Center located at 1490 NW 3rd Avenue, Miami, FL 33136, as also described in Exhibit A
(the "Shopping Center"). The Premises are crosshatched on a diagram attached hereto as Exhibit B. The Premises
consist of a suite having the approximate dimensions and square footage as stated in Section 1.1. 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
approximate 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 formula 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 Exairation Dates of Term. The term of this Lease (the "Term") and Tenant's obligation
to pay rent hereunder shall the Lease Effective Date. Tenant's obligation to pay rent hereunder shall commence on
the date (the "Rent Commencement Date") which is the Commencement Date set forth in Section 1.lthe earlier
of: (a) the date upon which Tenant shall have opened for business; or (b) one hundred eighty (1S4) days following
the Commencement Date, and shall continue for the number of Lease Y-ear{s) set forth in Section 1.1 (i.e., after
and 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). Upon the commencement date, Tenant shall have the right to occupy the Premises in accordance
with and subject to the provisions of this Lease 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 Commencement Date,
unless prior to the Commencement Date Tenant has failed to comply with any provision of this Lease including the
payment of Additional Rent but excluding the payment of Minimum Rent, in which case Landlord may use the Initial
Payment to cure any such default. In the event any extension or renewal option terms) have been negotiated, same
are more particularly set out on the First Addendum hereto.
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
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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 twenty (20) 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 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 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 Char: 'e. Any installment of 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 the maximum interest allowed by law and an administrative
overhead charge of five percent (5.00%) of that installment that has not been timely paid.
4.4 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 sanitary taxes, 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. 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.
(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. 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
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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.
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) 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 safes, use, or other taxes assessed, levied, or imposed from time to time on any Percentage Rent or 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.
(e) 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.
4.5 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.
4.6 Pa, ment 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.
4.7 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
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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.
4.8 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.
4.9 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 perform 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, 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 term 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 Common Areas, 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.
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5.2 License. Tenant, its guests, visitors and business invitees shall have the non-exclusive right to use the parking
area owned by Landlord, and contiguous to the Premises, for the Term of this Lease so long as Tenant is a tenant of
Premises. 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.
5.3 Cost of Maintenance. Landlord shall pay for the cost of maintenance, operation, and administration of the
Common Areas and all constructed improvements thereto. 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; the cost of public liability, property
damage, and worker's compensation; 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; real estate taxes and assessments under the terms of this Lease.
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 terms and conditions of Overtown 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. The Landlord agrees to pay the initial cost and expense for building standard signage.
7. ALTERATIONS REPAIRS, AND MAINTENANCE.
7.1 Alterations. 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
termination 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
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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 Term, 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 Re )airs be Landlord. Landlord agrees to keep and maintain in good order and repair the Premises and the
Property, including the roof, structural components, Common Areas, foundation, the Shopping Center's mechanical,
electrical, plumbing and HVAC systems and exterior walls except for damage caused by casualty and condemnation,
and subject to normal wear and tear, provided such repairs are not occasioned by Tenant, 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 Re,airs b 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. The taking of possession of the Premises by Tenant 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. 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.
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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.
Tenant shall pay the cost of water, gas, electricity, fuel, light, heat, power, and all other utilities furnished to the
Premises whether such utility costs are determined by separate metering. Tenant shall not install any equipment nor
shall Tenant use the Premises in a manner 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 and the City of Miami, 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 release 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) Neither Landlord or the City of Miami shall 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) Neither Landlord or the City of Miami shall 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
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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.
(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 b\ 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 liabili!% . Tenant shall carry at its own expense Commercial General Liability affording
bodily injury and Property Damage with combined single limits of not less than $1,000,000 per occurrence and
$2,000,000 in the aggregate with insurance companies authorized to do business in this state and satisfactory to
Landlord. The certificate of insurance should include coverage for premises and/or property manager, The Southeast
OvertownlPark West Community Redevelopment Agency operations liability, contingent and contractual exposures,
products and completed operations, personal injury and advertising liability, and coverage for damage to rented
premises with a limit of at least $100,000. In addition, the certificate should name the Landlord, Southeast
Overtown/Park West Community Redevelopment Agency, its property manager, Overtown Shopping Center, and the
City of Miami as additional insureds, with notice of cancellation of such insurance in accordance to policy provisions.
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 the City of Miami
and the 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 form coverage, with
replacement cost valuation.
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
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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.
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.
10.5 Evidence of Insurance. Landlord 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 , 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.
10.6 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.
10.7 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 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
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casualty and the proceeds of all insurance carried by Tenant on its property and improvements shall he 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.
(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 determined 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 SUBLETTING.
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 and full compliance with the applicable Lease
provisions. Notwithstanding the immediately preceding sentence, Landlord's written consent shall not be
unreasonably withheld as to a request for consent to a sublet or an assignment of all of the Premises; and same
constitute the only possible transfers to which Landlord's consent shall not be unreasonably withheld, subject
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nonetheless to the following. 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
(S500.00) and, in addition thereto, reasonable attorneys' and paralegals' fees of not less 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 againstassigning 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 term 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 debtor 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
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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.
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 information as may be reasonably requested by Landlord or its Ienders 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
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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 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 shall 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 the six (6) months prior to the expiration of this Lease or
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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:
With a copy to:
Southeast OvertownlPark West Community Redevelopment Agency
819 NW 2nd Avenue, Third Floor
Miami, FL 33136
Attn: Executive Director
NAI Miami Property Management, LLC
9655 South Dixie Highway, Suite #300
Miami, FL 33156
Aft: Jeremy S. Larkin, CEO
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 not 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 parry'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.
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
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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 governed 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.
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.
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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, the Shopping Center and the Landlord, the Southeast
Overtown/Park West Community Redevelopment Agency, 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 termination 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 Attorne%s' 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 harmless
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 HoldinK 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.
30.4 Partial Invalidir.. 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.
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30.5 Brokers. Tenant represents and warrants that there are no claims for brokerage commission or finder's fees
in connection with the execution of this Lease other than NA1 Miami Commercial Real Estate Services, Worldwide
and agrees to indemnify Landlord against and hold it harmless from all liabilities arising from any such claim 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 provided the same is not in default at the time
of such sale. 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 Headin s. 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; Tenant has only a usufruct, not subject to levy or sale, and not assignable
by Tenant.
30.10 Entire A :reement. 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 Governim_ 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 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
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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 ReF resentations of Tenant. Tenant warrants and represents to Landlord that: (i) Tenant is a
corporation or other entity (if and as applicable as specified in Article 1) duly organized and existing under the
laws of the State of Florida; (ii) Tenant is qualified to do business in the State of Florida; (iii) Tenant has all
necessary power and authority to enter into this Lease; and (iv) no provisions of Tenant's organizational
documents prohibit the execution or limit the effectiveness of this Lease.
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 information 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 confimrs 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 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 RiLht 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.
LANDLORD:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
James McQueen
Its: Executive Director
TENANT:
3 H COMMUNICATION, INC.
By:
Hector M. Rios
Its: President
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
By:
Name:
Its: CRA Special Counsel
Dated:
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FIRST ADDENDUM
GENERAL ADDENDUM
THIS ADDENDUM TO LEASE amends and modifies as hereinafter set forth that certain Shopping Center Lease (the
"Lease") made and entered into as of the 1st day of July, 2023, by and Between Southeast Overtown/Park West
Community Redevelopment Agency (Landlord"), and 3 H Communication, Inc. ("Tenant").
Provided that the Lease shall then be in full force and effect and in good standing and Tenant shall not be in default
thereunder, then Tenant shall have the option to extend the term of the Lease for one (1) additional term commencing
on the date immediately following the expiration Date of the Lease (the "Renewal Term Commencement Date"), and
extending to the third (3rd) anniversary of the Expiration Date.
Tenant's or Tenant's successor or assignee (collectively all deemed "Tenant" for purposes hereof) option to extend
the term of this Lease for the Renewal Term shall be expressly conditioned upon timely exercise thereof, time being
strictly of the essence in respect thereof; and such exercise shall be made by Tenant's giving of written notice to
Landlord not earlier than two hundred seventy (270) days and not later than one hundred eighty (180) days prior to
what otherwise would be the Renewal Term Commencement Date. Upon the timely giving of such notice of election
by Tenant, in writing, accompanied by a current estoppel given by Tenant in strict accordance with the terms of the
Lease, and provided Tenant is not then in default or breach of the Lease, this Lease shall be deemed to be renewed
and the term hereof extended for the period of the Renewal Term without the need for execution of any further Lease
or instrument. For and during the Renewal Term, the Minimum Rent shall be market rent for local retail space at
Overtown Plaza as determined by Landlord and as set out in a writing to Tenant given by Landlord promptly after
Tenant's timely and proper delivery of its notice of election to exercise its option for the Renewal Term, subject
however to the following respecting Tenant's right to trigger a process to so determine such Minimum Rent for the e
Renewal Term; payable in equal monthly installments, in advance, on the first day of each calendar month and
otherwise in strict accordance with all of the terms and conditions of the Lease. For the First Renewal Term, all of
the terms of the Lease, including without limitation the provisions in Section 4.2, thereof for adjustments to the
Minimum Rent shall be in full force and effect, and the base level for the purpose of computing Minimum Rent for
each year of the applicable Renewal Term shall be the said market rent for local retail space at Overtown Plaza as was
due during such first year of the Renewal Term.
c. Should Tenant disagree with Landlord's notification of the first year's rent for the Renewal Term,
so determined by Landlord as provided above, then, but only if timely done, time being strictly of the essence,
Minimum Rent that the Tenant shall pay for the applicable Renewal Term shall be determined by written agreement
of the Landlord and Tenant not less than five (5) months prior to the commencement of the relevant Renewal Term,
subject to the following in case of inability to so agree. If no such agreement is reached within the time stipulated,
either party may serve written notice on the other appointing a person who is a duly qualified real estate appraiser
having not less than fifteen (15) years' experience in such capacity to determine the Minimum Rent for the Renewal
Term, and the other party shall within fifteen (15) days after service of such notice, by written notice to the first party,
designate a person having similar qualifications to act as appraiser on its behalf. If the appraisers so designated are
unable to agree as to the Minimum Rent to be paid as aforesaid (each such appraiser shall be bound to so determine
in accordance with these terms and their good faith professional determinations of fair market rentals) within thirty
(30) days after the designation of the second appraiser, then, they shall themselves appoint a third appraiser having
similar qualifications whose written determination shall then be binding upon the parties but such third appraiser's
determination shall be limited to selecting the Minimum Rent determined by one of the two original appraisers and
no other number whatsoever, selecting the Minimum Rent which such third appraiser believes in good faith to be
mathematically closest to the actual fair market value then applicable. The decision of such third appraiser if properly
made by so selecting one or the other Minimum Rent determinations of the first and second appraiser shall be
conclusive and binding upon the parties. Should Tenant fail to timely select its first appraiser, then the determination
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of Landlord's appraiser shall be conclusively deemed to control. Each party shall pay the fees and expenses of the
appraiser appointed by such party and the fees and expenses of the third appraiser shall be borne equally by both
parties. For the purposes of determining the Minimum Rent for the renewal term of the Premises shall be deemed to
be vacant and improved and shall be evaluated on the basis of highest and best use as so improved.
Except as modified and amended hereby, the Lease shall remain in full force and effect according to its terms,
including without limitation, the obligation of Tenant to pay Percentage Rent and Additional Rent as therein provided.
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SECOND ADDENDUM
CALCULATION OF ADJUSTMENTS
TO MINIMUM RENT
Annual increases in Tenant's Minimum Rent shall be calculated as follows:
Tenant's Minimum Rent shall be calculated by multiplying four percent (4.00%) times the Minimum Rent
charged during the immediately preceding Lease Year for each year of the initial Term of the Lease, payable
in equal monthly installments together with Minimum Rent as provided for in Section 4.1 above.
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EXHIBIT A
Address of the Shopping Center
OVERTOWN SHOPPING CENTER
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; thaca 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 120.00 feet to a
point on the East line of said Tact 10; thence South 03'21'00" East along the West right-of-way line of N.W.
3rd Avenue, the same being the East line of said Tract 10 for 155.53 feet to the Point of Beginning.
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EXHIBIT B
Site Plan for:
OVERTOWN SHOPPNG CENTER
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 in derogation or diminution thereof:
Landlord expressly reserves the right at any time and from time to time, in Landlord'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 defined
Shopping Center any existing or future 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.
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UNIT till
17,718 a.f.
N.W. 3RD AVENUE
EXHIBIT C
RULES AND REGULATIONS OF
OVERTOWN SHOPPING CENTER
A. General Provisions.
OVERTOWN SHOPPING CENTER
1499 NW 3RD AVE
ern, of MIAIAI
2,286 s.f.
UNrr 112A
t,81it s.l.
1. Definitions. For purposes of these rules and regulation, the following terms shall be defined as set forth
below:
Tenant:
Owner:
Manager:
Landlord:
Occupant:
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Any person(s) or entity leasing or subleasing space within Overtown Shopping Center.
Southeast Overtown/Park West Community Redevelopment Agency, its successors or
assigns.
NAI Miami Property Management, LLC, its successors or assigns.
Southeast OvertownlPark West Community Redevelopment Agency, its successors or
assigns.
Tenants and licensees shall collectively be referred to as Occupants.
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Leased Premises: Any leasable space leased or used by a Tenant or Licensee.
Premises: Leased Premises and any occupiable space located in or on Overtown Shopping
Center 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 niles 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 Years 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 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.
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. Sites 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.
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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 Displa}s. 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.
11. Window Cleanin. 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 Equiament. 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. 'Vendin.c Machines. No Occupant 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
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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 permitted by Federal Law or
as specifically approved by the Landlord.
7. Exterior Paintintz 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 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 Oi,eration of Pro1,err..
1. Use of Sidewalks and Parkine 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
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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.
E. Enforcement.
1. Comi'liance. 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 performed by Landlord at Landlord's expense. The work described in Section
C will be performed by the Landlord at Tenant's expense. The work required in Sections A & C 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. "As is."
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.
1. Utilities 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
tenant will be responsible for preparing and submitting sign plans and specifications to the Landlord for approval.
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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 Em1-.lo, ees: Tenant shall not employ any unfit person or anyone not skilled in the work he is
performing, or any workmen that are incompatible with the work -force or who will cause or whose presence will
cause labor disputes.
S. 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 LANDLORD IN PREMISES AT TENANT'S EXPENSE
The Landlord shall complete the following work in the Premises at the Tenant's sole cost and expense:
1. None. "As is."
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 %4 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 %4 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
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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 Work. 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. Tenant's Work: On or before the Construction Commencement Date, Tenant shall commence Tenant's Work
and diligently and continually proceed to complete the Premises in accordance with the approved Final Plans and
permit Landlord to commence and continue the work specified in Sections A, B and D hereof.
8. 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.
9. 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.
10. Temporf7r3 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.
11. 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.
12. Insurance. etc. Tenant shall provide Landlord with copies of Certificate of Insurance and Competency from
subcontractor.
13. 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.
14. 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 shalt 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
GUARANTY
FOR VALUE RECEIVED, and in consideration for, and as an inducement to Landlord making the within Lease with
Tenant, the undersigned, jointly, and severally, guarantee to Landlord, Landlord's successors and assigns, the full
payment and performance and observance of all the covenants, conditions, and agreements therein provided to be
performed and observed by Tenant, including the "Rules and Regulations" as therein provided, without requiring any
notice of non-payment, non-performance, or non -observance, or proof, or notice, or demand, whereby to charge the
undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of
this agreement and the obligations of the guarantor hereunder shall in no wise be terminated, affected, or impaired by
reason of the assertion or non -assertion by Landlord against Tenant of any of the rights or remedies reserved to
Landlord pursuant to the provisions of the within Lease. The undersigned further covenants and agrees that this
guaranty shall remain and continue in full force and effect as to any modification or renewal. As a further inducement
to Landlord to make this Lease and in consideration thereof, Tenant and the undersigned covenant and agree that in
any action or proceeding brought by either Landlord or the undersigned against the other on any matters arising out
of, under, or by virtue of the terms of this Lease or of this "Guaranty" that Tenant and the undersigned shall and do
hereby waive trial by jury. Guarantor's remedies against Landlord shall be limited to recoveries available to Tenant
under the Lease and Guarantor shall look solely to Landlord's estate in the Premises for any such action. This
Guaranty shall, provided no default exists (or with notice and the passage of time would exist) be terminated upon the
expiration of any renewal term.
Landlord need not resort to any security or proceed against Tenant before enforcing its rights hereunder. Moreover,
Landlord may sue one or more of the undersigned and the Tenant in any order or together. Landlord shall be entitled
to recover attorneys' and paralegals' fees necessitated by Landlord's enforcement of its rights against Tenant or
Guarantor, whether arising under the Lease or this Guaranty.
DATED: , 2023.
Witness
Witness
Witness
Witness
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Name: Hector M. Rios
Address:
Social Security #:
Date of Execution:
Name: Maritza Castellon Rios
Address:
Social Security #:
Date of Execution:
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STATE OF FLORIDA
)SS
COUNTY OF MIAMI-DADE
1 HEREBY CERTIFY that on this day before me by means of ❑ physical presence or ❑ online notarization Hector M. Rios and Maritza
Castellon Rios, husband and wife, to be known to be the persons who signed the foregoing, who is personally known to me, or
produced _ as identification.
WITNESS my hand and official seal at Miami -Dade County, Florida this day of , 2023.
My Commission Expires:
NOTARY PUBLIC
State of Florida at Large
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EXHIBIT "F"
ACKNOWLEDGEMENT FORM
Tenant, by and through its undersigned authorized corporate officer acknowledges that this date of July 1, 2023 is
the delivery date of the Premises to Tenant and that Landlord has completed improvements to be performed by
Landlord which date is hereby affirmed by Tenant's Signature on this acknowledgement form below. it is agreed this
date is the commencement date of the Lease Term per §3.1 of the Lease Agreement.
Tenant
3H Communication, Inc.
By:
Hector M. Rios
President
Date
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